NACCO Industries, Inc. 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
file number 1-9172
NACCO Industries, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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34-1505819 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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5875 LANDERBROOK DRIVE, CLEVELAND, OHIO
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44124-4017 |
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(Address of principal executive offices)
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(Zip code) |
(440) 449-9600
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
YES o NO þ
Number of
shares of Class A Common Stock outstanding at October 27,
2006 6,627,528
Number of shares of Class B Common Stock outstanding at
October 27, 2006 1,609,841
NACCO INDUSTRIES, INC.
TABLE OF CONTENTS
2
Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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SEPTEMBER 30 |
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DECEMBER 31 |
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2006 |
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2005 |
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(In millions, except share data) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
105.6 |
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$ |
166.5 |
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Accounts receivable, net |
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406.1 |
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366.0 |
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Inventories |
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523.0 |
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449.2 |
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Deferred income taxes |
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30.1 |
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42.0 |
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Prepaid expenses and other |
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53.8 |
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50.0 |
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Total Current Assets |
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1,118.6 |
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1,073.7 |
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Property, Plant and Equipment, Net |
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360.5 |
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399.4 |
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Goodwill |
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435.9 |
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434.2 |
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Coal Supply Agreements and Other Intangibles, Net |
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73.7 |
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75.9 |
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Other Non-current Assets |
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127.8 |
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110.8 |
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Total Assets |
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$ |
2,116.5 |
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$ |
2,094.0 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
425.4 |
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$ |
394.3 |
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Revolving credit agreements not guaranteed by the
parent company |
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55.5 |
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35.9 |
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Current maturities of long-term debt not guaranteed by the
parent company |
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30.1 |
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25.1 |
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Accrued payroll |
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37.4 |
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45.6 |
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Accrued warranty obligations |
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29.2 |
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27.8 |
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Other current liabilities |
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169.3 |
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176.0 |
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Total Current Liabilities |
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746.9 |
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704.7 |
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Long-term Debt - not guaranteed by the parent company |
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373.0 |
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406.2 |
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Self-insurance and Other Liabilities |
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276.8 |
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279.8 |
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Minority Interest |
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0.1 |
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Stockholders Equity |
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Common stock: |
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Class A, par value $1 per share, 6,627,528 shares outstanding
(2005 - 6,615,059 shares outstanding) |
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6.6 |
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6.6 |
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Class B, par value $1 per share, convertible into Class A
on a one-for-one basis, 1,609,841 shares outstanding
(2005 - 1,611,378 shares outstanding) |
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1.6 |
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1.6 |
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Capital in excess of par value |
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10.3 |
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7.2 |
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Retained earnings |
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726.5 |
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729.6 |
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Accumulated other comprehensive income (loss): |
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Foreign currency translation adjustment |
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30.0 |
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18.0 |
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Deferred gain (loss) on cash flow hedging |
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2.3 |
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(2.7 |
) |
Minimum pension liability adjustment |
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(57.6 |
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(57.0 |
) |
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719.7 |
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703.3 |
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Total Liabilities and Stockholders Equity |
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$ |
2,116.5 |
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$ |
2,094.0 |
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See notes to unaudited condensed consolidated financial statements.
3
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED |
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NINE MONTHS ENDED |
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SEPTEMBER 30 |
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SEPTEMBER 30 |
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2006 |
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2005 |
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2006 |
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2005 |
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(In millions, except per share data) |
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Revenues |
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Net sales |
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$ |
795.1 |
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$ |
738.4 |
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$ |
2,347.0 |
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$ |
2,234.9 |
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Other revenues |
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8.0 |
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5.9 |
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23.4 |
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15.7 |
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Total Revenues |
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803.1 |
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744.3 |
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2,370.4 |
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2,250.6 |
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Cost of sales |
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669.2 |
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623.2 |
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1,985.0 |
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1,894.2 |
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Gross Profit |
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133.9 |
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121.1 |
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385.4 |
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356.4 |
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Earnings of unconsolidated project mining subsidiaries |
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9.4 |
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9.4 |
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27.4 |
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25.5 |
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Operating Expenses |
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Selling, general and administrative expenses |
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112.1 |
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102.5 |
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326.6 |
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318.2 |
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Loss (gain) on sale of businesses |
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(0.4 |
) |
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0.2 |
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(4.1 |
) |
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(1.3 |
) |
Restructuring reversals |
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(0.2 |
) |
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(0.5 |
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111.7 |
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102.7 |
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322.3 |
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316.4 |
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Operating Profit |
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31.6 |
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27.8 |
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90.5 |
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65.5 |
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Other income (expense) |
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Interest expense |
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(7.9 |
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(12.2 |
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(32.2 |
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(35.5 |
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Income from other unconsolidated affiliates |
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1.4 |
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0.9 |
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3.7 |
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4.7 |
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Loss on extinguishment of debt |
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(17.6 |
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Other |
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1.2 |
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0.4 |
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4.1 |
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0.8 |
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(5.3 |
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(10.9 |
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(42.0 |
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(30.0 |
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Income Before Income Taxes and Minority Interest |
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26.3 |
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16.9 |
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48.5 |
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35.5 |
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Income tax provision |
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7.5 |
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3.3 |
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12.9 |
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5.5 |
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Income Before Minority Interest |
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18.8 |
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13.6 |
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35.6 |
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30.0 |
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Minority interest income |
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0.6 |
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0.1 |
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Net Income |
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$ |
18.8 |
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$ |
13.6 |
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$ |
36.2 |
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$ |
30.1 |
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Comprehensive Income |
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$ |
17.4 |
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$ |
13.5 |
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$ |
52.6 |
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$ |
9.6 |
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Basic Earnings per Share |
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$ |
2.28 |
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$ |
1.65 |
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$ |
4.40 |
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$ |
3.66 |
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Diluted Earnings per Share |
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$ |
2.28 |
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$ |
1.65 |
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$ |
4.39 |
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$ |
3.66 |
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Dividends per Share |
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$ |
0.4800 |
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$ |
0.4650 |
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$ |
1.4250 |
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$ |
1.3825 |
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Basic Weighted Average Shares Outstanding |
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8.237 |
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8.225 |
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8.233 |
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8.222 |
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Diluted Weighted Average Shares Outstanding |
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8.246 |
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8.225 |
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8.239 |
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8.223 |
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See notes to unaudited condensed consolidated financial statements.
4
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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NINE MONTHS ENDED |
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SEPTEMBER 30 |
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2006 |
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2005 |
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(In millions) |
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Operating Activities |
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Net income |
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$ |
36.2 |
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$ |
30.1 |
|
Adjustments to reconcile net income
to net cash provided by (used for) operating activities: |
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Depreciation, depletion and amortization |
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45.9 |
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46.8 |
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Amortization of deferred financing fees |
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1.8 |
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2.8 |
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Loss on extinguishment of debt |
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17.6 |
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Deferred income taxes |
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13.4 |
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1.4 |
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Restructuring reversals |
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(0.2 |
) |
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(0.5 |
) |
Minority interest income |
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(0.6 |
) |
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(0.1 |
) |
Loss (gain) on sale of assets |
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0.2 |
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(1.2 |
) |
Gain on sale of businesses |
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(4.1 |
) |
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(1.3 |
) |
Other |
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(5.8 |
) |
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(3.7 |
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Working capital changes, excluding the effect of
business acquisitions and dispositions |
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Accounts receivable |
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(31.2 |
) |
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(11.5 |
) |
Inventories |
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(50.5 |
) |
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(111.7 |
) |
Other current assets |
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(7.7 |
) |
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(8.1 |
) |
Accounts payable |
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31.2 |
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(0.8 |
) |
Other liabilities |
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(16.9 |
) |
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8.5 |
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Net cash provided by (used for) operating activities |
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29.3 |
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(49.3 |
) |
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Investing Activities |
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Expenditures for property, plant and equipment |
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(44.7 |
) |
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(51.6 |
) |
Proceeds from the sale of assets |
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|
16.5 |
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|
8.0 |
|
Proceeds from the sale of businesses |
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4.0 |
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|
3.9 |
|
Acquisition of business |
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(14.2 |
) |
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Other |
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1.7 |
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(1.0 |
) |
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Net cash used for investing activities |
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(36.7 |
) |
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|
(40.7 |
) |
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Financing Activities |
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Additions to long-term debt |
|
|
248.2 |
|
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|
22.1 |
|
Reductions of long-term debt |
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|
(292.7 |
) |
|
|
(17.3 |
) |
Net additions to revolving credit agreements |
|
|
21.6 |
|
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|
34.1 |
|
Cash dividends paid |
|
|
(11.7 |
) |
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|
(11.3 |
) |
Premium on extinguishment of debt |
|
|
(12.5 |
) |
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Financing fees paid |
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|
(4.9 |
) |
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(1.0 |
) |
Other |
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0.7 |
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(0.2 |
) |
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Net cash provided by (used for) financing activities |
|
|
(51.3 |
) |
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|
26.4 |
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Effect of exchange rate changes on cash |
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(2.2 |
) |
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(1.8 |
) |
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Cash and Cash Equivalents |
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Decrease for the period |
|
|
(60.9 |
) |
|
|
(65.4 |
) |
Balance at the beginning of the period |
|
|
166.5 |
|
|
|
150.4 |
|
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|
Balance at the end of the period |
|
$ |
105.6 |
|
|
$ |
85.0 |
|
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|
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|
See notes to unaudited condensed consolidated financial statements.
5
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
|
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|
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|
|
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|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In millions, except per share data) |
|
|
Class A Common Stock |
|
$ |
6.6 |
|
|
$ |
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B Common Stock |
|
|
1.6 |
|
|
|
1.6 |
|
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|
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|
|
|
Capital in Excess of Par Value |
|
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|
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|
Beginning balance |
|
|
7.2 |
|
|
|
6.0 |
|
Shares issued under stock compensation plans |
|
|
3.1 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
10.3 |
|
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
|
|
Balance as of December 31: |
|
|
|
|
|
|
|
|
2005 |
|
|
729.6 |
|
|
|
|
|
2004 |
|
|
|
|
|
|
682.3 |
|
Cumulative effect of accounting change,
net of $14.9 tax benefit |
|
|
(27.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
702.0 |
|
|
|
682.3 |
|
Net income |
|
|
36.2 |
|
|
|
30.1 |
|
Cash dividends on Class A and Class B common stock: |
|
|
|
|
|
|
|
|
2006 $1.4250 per share |
|
|
(11.7 |
) |
|
|
|
|
2005 $1.3825 per share |
|
|
|
|
|
|
(11.3 |
) |
|
|
|
|
|
|
|
|
|
|
726.5 |
|
|
|
701.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
Beginning balance |
|
|
(41.7 |
) |
|
|
(8.5 |
) |
Foreign currency translation adjustment |
|
|
12.0 |
|
|
|
(20.5 |
) |
Reclassification of hedging activity into earnings |
|
|
(0.5 |
) |
|
|
1.2 |
|
Current period cash flow hedging activity |
|
|
5.5 |
|
|
|
(1.2 |
) |
Minimum pension liability adjustment |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25.3 |
) |
|
|
(29.0 |
) |
|
|
|
|
|
|
|
Total Stockholders Equity |
|
$ |
719.7 |
|
|
$ |
687.3 |
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
6
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30,
2006
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Note
1 Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of
NACCO Industries, Inc. (the parent company or NACCO) and its wholly owned subsidiaries
(collectively, NACCO Industries, Inc. and Subsidiaries or the Company). Intercompany accounts
and transactions are eliminated. The Companys subsidiaries operate in three principal industries:
lift trucks, housewares and mining. The Company manages its subsidiaries primarily by industry;
however, the Company manages its lift truck operations as two reportable segments: wholesale
manufacturing and retail distribution. NACCO Housewares Group (Housewares) also consists of two
reportable segments: Hamilton Beach/Proctor-Silex, Inc. (HB/PS) and The Kitchen Collection, Inc.
(KCI) which, since August 28, 2006, includes Le Gourmet Chef, Inc. See Note 11 of the Unaudited
Condensed Consolidated Financial Statements for further discussion of this transaction.
NMHG Holding Co. (NMHG) designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster and Yale
brand names. NMHG manages its operations as two reportable segments: wholesale manufacturing
(NMHG Wholesale) and retail distribution (NMHG Retail). NMHG Wholesale includes the
manufacture and sale of lift trucks and related service parts, primarily to independent and wholly
owned Hyster and Yale retail dealerships. Lift trucks and component parts are manufactured in the
United States, Northern Ireland, Scotland, The Netherlands, China, Italy, Japan, Mexico, the
Philippines and Brazil. NMHG Retail includes the sale, leasing and service of Hyster and Yale lift
trucks and related service parts by wholly owned retail dealerships and rental companies.
Housewares consists of two reportable segments: HB/PS, a leading designer, marketer and
distributor of small electric household appliances, as well as commercial products for restaurants,
bars and hotels, and KCI, a national specialty retailer of kitchenware and gourmet foods operating
under the Kitchen Collection and Le Gourmet Chef store names in outlet and traditional malls
throughout the United States. The North American Coal Corporation and its affiliated coal
companies (collectively, NACoal) mine and market lignite coal primarily as fuel for power
generation and provide selected value-added mining services for other natural resources companies.
These financial statements have been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
U.S. generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the financial position of the Company as of September 30, 2006 and the results
of its operations for the three and nine months ended September 30, 2006 and 2005 and the results
of its cash flows and changes in stockholders equity for the nine months ended September 30, 2006
and 2005 have been included. These unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2005.
During the second quarter of 2006, as part of its periodic review of product liability estimates,
NMHG reduced its product liability accrual by $8.2 million. This change in estimate is based upon
historical trends identified within recent favorable claim settlement experience that indicated
both the frequency and severity of claim estimates should be reduced. The reduction in the product
liability accrual is primarily the result of a reduction in the estimate of the number of claims
that have been incurred but not reported and the average cost per claim. This adjustment is not
necessarily indicative of trends or adjustments that may be required in the future to adjust the
product liability accrual. The adjustment, reflected in the accompanying Unaudited Condensed
Consolidated Statements of Operations in Selling, general and administrative expenses, improved
net income by $5.0 million, or $0.61 per share, for the nine months ended September 30, 2006.
The balance sheet at December 31, 2005 has been derived from the audited financial statements at
that date but does not include all of the information or notes required by U.S. generally accepted
accounting principles for complete financial statements.
Operating results for the three and nine months ended September 30, 2006 are not necessarily
indicative of the results that may be expected for the remainder of the year ending December 31,
2006. Because the housewares business is seasonal, a majority of revenues and operating profit
occurs in the second half of the calendar year when sales of small electric household appliances to
retailers and consumers increase significantly for the fall holiday selling season. For further
information, refer to the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2005.
Certain prior period amounts have been reclassified to conform to the current periods
presentation.
7
Note 2 Recently Issued Accounting Standards
SFAS No. 123R: In December 2004, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), Share-Based Payment (SFAS No.
123R). SFAS No. 123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. The scope of SFAS No. 123R includes a wide
range of share-based compensation arrangements, including share options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase plans. SFAS No.
123R replaced SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123,
as originally issued in 1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, SFAS No. 123 permitted entities the
option of continuing to apply the guidance in APB No. 25, as long as the footnotes to the financial
statements disclosed what net income would have been had the preferable fair-value-based method
been used. The Company currently expenses the fair value of stock issued under its restricted
stock compensation plans and does not have any stock options outstanding under its 1975 and 1981
stock option plans, as amended. Furthermore, the Company does not intend to issue additional stock
options in the foreseeable future. The standard is effective for the first fiscal year beginning
after June 15, 2005. The adoption of SFAS No. 123R did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 151: In December 2004, the FASB issued SFAS No. 151, Inventory Costs. SFAS No. 151
requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted
material expenses to be recognized as current period charges. Additionally, SFAS No. 151 requires
that allocation of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The standard is effective for fiscal years beginning after
June 15, 2005. The adoption of SFAS No. 151 did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 154: In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires
retrospective application to prior periods financial statements of a voluntary change in
accounting principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the cumulative effect of
changing to the new accounting principle in net income in the period of the change. SFAS No. 154
is effective for accounting changes and corrections of errors made in fiscal years beginning after
December 15, 2005. The adoption of SFAS No. 154 did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 155: In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140. SFAS No. 155 resolves
issues addressed in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets, and permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the
requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded derivatives and amends
SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a
derivative financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired
or issued after the beginning of the first fiscal year that begins after September 15, 2006. The
Company does not expect the adoption of SFAS No. 155 to have a material impact on its financial
position or results of operations.
SFAS No. 156: In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a
servicing asset or liability each time it undertakes an obligation to service a financial asset by
entering into a servicing contract under a transfer of the servicers financial assets that meets
the requirements for sale accounting, a transfer of the servicers financial assets to a qualified
special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all
of the resulting securities and classifies them as either available-for-sale or trading securities
in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities
and an acquisition or assumption of an obligation to service a financial asset that does not relate
to financial assets of the servicer or its consolidated affiliates. Additionally, SFAS No. 156
requires all separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, permits an entity to choose either the use of an amortization or fair value
method for subsequent measurements, permits at initial adoption a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized servicing rights
and requires separate presentation of servicing assets and liabilities subsequently measured at
fair value and additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the
first fiscal year that begins after September 15, 2006.
8
The Company does not expect the adoption of SFAS No. 156 to have a material impact on its financial
position or results of operations.
SFAS No. 157: In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.
157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. The provisions of
SFAS No. 157 apply under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. The Company is currently evaluating the effect the
adoption of SFAS No. 157 will have on its financial position, results of operations and related
disclosures.
SFAS No. 158: In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106,
and 132(R). SFAS No. 158 requires an entity to recognize the funded status of a defined benefit
postretirement plan in its statement of financial position measured as the difference between the
fair value of plan assets and the benefit obligation. For a pension plan, the benefit obligation
would be the projected benefit obligation; for any other postretirement benefit plan, the benefit
obligation would be the accumulated postretirement benefit obligation. The pronouncement also
requires entities to recognize the actuarial gains and losses and the prior service costs and
credits that arise during the period but are not recognized as components of net periodic benefit
cost as a component of other comprehensive income, measure defined benefit plan assets and
obligations as of the date of the employers statement of financial position for fiscal years
ending after December 15, 2008. The pronouncement also requires disclosure of additional
information in the notes to financial statements about certain effects of net periodic benefit cost
in the subsequent fiscal year that arise from delayed recognition of the actuarial gains and losses
and the prior service costs and credits. Portions of SFAS No. 158 are effective for fiscal years
ending after December 15, 2006. The Company is currently evaluating the impact of the adoption of
SFAS No. 158, and, the Company expects the adoption to have a significant impact on its financial
position and related disclosures.
FIN No. 48: In June 2006, the FASB issued Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes an Interpretation of SFAS No. 109. FIN No. 48 clarifies the
accounting for uncertainty in income taxes recognized in an entitys financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. The pronouncement prescribes a
recognition threshold and measurement attributable to financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 is
effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating
the effect the adoption of FIN No. 48 will have on its financial position, results of operations
and related disclosures.
EITF No. 04-6: In June 2005, the FASB ratified modifications to Emerging Issues Task Force
(EITF) No. 04-6, Accounting for Stripping Costs Incurred during Production in the Mining
Industry. EITF No. 04-6 clarifies that stripping costs incurred during the production phase of a
mine are variable production costs that should be included in the costs of the inventory produced
(that is, extracted) during the period that the stripping costs are incurred. EITF No. 04-6 is
effective for fiscal years beginning after December 15, 2005. The transition provisions require
that the consensus be accounted for in a manner similar to a cumulative effect adjustment with any
adjustment recognized in the opening balance of retained earnings in the year of adoption.
The Company adopted EITF No. 04-6 on January 1, 2006. NACoal previously included coal that was
uncovered, but not extracted, as a component of inventory (in-pit inventory). In addition,
NACoal previously capitalized and deferred stripping costs incurred when developing a new mine into
property, plant and equipment until that mine had reached full production. Upon adoption of EITF
No. 04-6, NACoal was required to write-off in-pit inventory and the amount of deferred stripping
costs remaining in property, plant and equipment that were incurred after saleable coal was
extracted from each of its mines. Such amounts capitalized, net of related deferred income taxes
of $14.8 million, totaled $27.6 million at December 31, 2005. As a result of the adoption of EITF
No. 04-6, the Company recognized a cumulative effect of a change in accounting principle adjustment
of $27.6 million, which decreased beginning retained earnings in the accompanying Unaudited
Condensed Consolidated Statement of Changes in Stockholders Equity for the nine months ended
September 30, 2006. In addition, the Company recognized a reduction in property, plant and
equipment of $41.7 million and a reduction in inventory of $0.7 million in the accompanying
Unaudited Condensed Consolidated Balance Sheet as of September 30, 2006 as a result of the adoption
of EITF No. 04-6.
Note 3 Restructuring
Restructuring plans initiated prior to or on December 31, 2002 are accounted for according to EITF
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring), while all restructuring actions
initiated after December 31, 2002 are accounted for according to SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires that a liability for
costs associated with an exit or disposal activity be recognized when the liability is incurred.
EITF No. 94-3 had previously required that a liability for such costs be recognized at the date of
the Companys commitment to an exit or disposal plan. SFAS No.
9
146 may affect the periods in which costs are recognized although the total amount of costs
recognized will be the same as previous accounting guidance.
A summary of the Companys restructuring plans accounted for according to SFAS No. 146 are as
follows:
Housewares 2005 Restructuring Program
During 2005, HB/PS management approved a plan for the Saltillo, Mexico facility to phase out its
production of blenders for the U.S. and Canadian markets and only produce blenders for the Mexican
and Latin America markets. Blenders for the U.S. and Canadian markets will be sourced from third
party Chinese manufacturers. As such, HB/PS recognized a charge of approximately $3.8 million in
2005. Of this amount, $2.3 million related to severance, $1.0 million related to lease termination
costs for machinery and equipment no longer in use, $0.2 million related to the write-down of
excess inventory and $0.1 million related to other costs. Severance payments of $0.2 million to 97
employees were made during 2005. Also included in the restructuring charge is a $0.2 million
non-cash asset impairment charge for equipment and tooling, which was determined based on current
estimated market values for similar assets compared with the net book value of these assets.
During the first nine months of 2006, HB/PS recognized a charge of approximately $0.2 million for
other costs related to the restructuring. In addition, severance payments of $1.7 million were
made to 363 employees, lease payments of $0.9 million and payments of $0.2 million for other costs
were made during the first nine months of 2006. Payments related to this restructuring plan are
expected to continue through the first quarter of 2007.
Housewares 2004 Restructuring Program
During 2004, the Board of Directors approved managements plan to restructure HB/PS manufacturing
activities by closing the Sotec manufacturing facility located near Juarez, Mexico and
consolidating all remaining activities into its Saltillo, Mexico facility. In addition, it closed
its El Paso, Texas distribution center and consolidated these activities into its Memphis,
Tennessee distribution center. HB/PS reduced activities at its North American manufacturing plants
through the end of 2005 as a result of increased sourcing of products from China. These actions
were designed to reduce HB/PS manufacturing inefficiencies attributable to excess capacity to
minimal levels in 2005. As such, HB/PS recognized a charge of approximately $9.4 million during
2004. Of this amount, $3.6 million related to lease termination costs for closed facilities and
machinery and equipment no longer in use, $2.3 million related to severance, $0.4 million related
to the write-down of excess inventory and $0.1 million related to post-employment medical expenses.
Lease payments of $3.2 million and severance payments of $1.1 million to 144 employees were made
during 2004. During 2005, additional expenses of $0.3 million for lease impairment were incurred.
Lease payments of $0.7 million and severance payments of $0.4 million to 66 employees were made
during 2005. In addition, payments for post-employment medical expenses of $0.1 million were made
during 2005. Also included in the restructuring charge is a $3.0 million non-cash asset impairment
charge for equipment and tooling, which was determined based on current estimated market values for
similar assets compared with the net book value of these assets. During the first nine months of
2006, HB/PS recognized a charge of less than $0.1 million for severance costs related to the
restructuring. In addition, lease payments of less than $0.1 million were made during the first
nine months of 2006. Payments related to this restructuring plan are expected to be made through
the remainder of 2006.
Following is the detail of the incurred and expected cash and non-cash charges related to the HB/PS
restructuring programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charges incurred |
|
|
|
|
|
|
Total charges |
|
|
Total charges |
|
|
in the nine |
|
|
Additional |
|
|
|
expected to |
|
|
incurred through |
|
|
months ended |
|
|
charges |
|
|
|
be incurred, |
|
|
December 31, |
|
|
September 30, |
|
|
expected to be |
|
|
|
net |
|
|
2005 |
|
|
2006 |
|
|
incurred |
|
Cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
$ |
4.6 |
|
|
$ |
4.6 |
|
|
$ |
|
|
|
$ |
|
|
Lease impairment |
|
|
5.6 |
|
|
|
4.9 |
|
|
|
|
|
|
|
0.7 |
|
Other |
|
|
0.5 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
|
|
9.7 |
|
|
|
0.2 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment |
|
|
3.2 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
Excess inventory |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charges |
|
$ |
14.5 |
|
|
$ |
13.5 |
|
|
$ |
0.2 |
|
|
$ |
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Following is a rollforward of the restructuring liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease |
|
|
|
|
|
|
|
|
|
Severance |
|
|
Impairment |
|
|
Other |
|
|
Total |
|
|
Balance at January 1, 2006 |
|
$ |
2.9 |
|
|
$ |
1.0 |
|
|
$ |
|
|
|
$ |
3.9 |
|
Provision |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
Payments |
|
|
(1.7 |
) |
|
|
(0.9 |
) |
|
|
(0.2 |
) |
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
$ |
1.2 |
|
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes to the Companys restructuring plans accounted for according to EITF No. 94-3 are as
follows:
NMHG 2002 Restructuring Program
As announced in December 2002, NMHG Wholesale phased out its Lenoir, North Carolina lift truck
component facility and is restructuring other manufacturing and administrative operations,
primarily its Irvine, Scotland lift truck assembly and component facility. As such, NMHG Wholesale
recognized a restructuring charge of approximately $12.5 million in 2002. Of this amount, $3.8
million related to a non-cash asset impairment charge for a building, machinery and tooling, which
was determined based on current market values for similar assets and broker quotes compared with
the net book value of these assets, and $8.7 million related to severance and other employee
benefits to be paid to approximately 615 manufacturing and administrative employees. Payments of
$0.1 million were made to six employees during the first nine months of 2006. Payments are
expected to continue through the remainder of 2006. In addition, $0.4 million of the amount
accrued at December 31, 2002 was reversed during the first nine months of 2006 as a result of a
reduction in the estimate of employees eligible to receive severance payments.
Additional restructuring related costs, primarily related to manufacturing inefficiencies, which
were not eligible for accrual as of December 31, 2002, were $3.2 million and $2.9 million in the
first nine months of 2006 and 2005, respectively. Of the $3.2 million additional costs incurred in
the first nine months of 2006, $3.0 million is classified as Cost of sales and $0.2 million is
classified as Selling, general and administrative expenses in the Unaudited Condensed
Consolidated Statements of Operations. Of the $2.9 million additional costs incurred in the first
nine months of 2005, $2.8 million is classified as Cost of sales and $0.1 million is classified
as Selling, general and administrative expenses in the Unaudited Condensed Consolidated
Statements of Operations.
Following is a rollforward of the restructuring liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease |
|
|
|
|
|
|
|
|
|
Severance |
|
|
Impairment |
|
|
Other |
|
|
Total |
|
|
Balance at January 1, 2006 |
|
$ |
1.8 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.8 |
|
Foreign currency effect |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Reversal |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Payments |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
$ |
1.4 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Note 4 Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
SEPTEMBER 30 |
|
|
DECEMBER 31 |
|
|
|
2006 |
|
|
2005 |
|
Manufactured inventories: |
|
|
|
|
|
|
|
|
Finished goods and service parts - |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
156.0 |
|
|
$ |
157.9 |
|
HB/PS |
|
|
119.0 |
|
|
|
67.9 |
|
|
|
|
|
|
|
|
|
|
|
275.0 |
|
|
|
225.8 |
|
|
|
|
|
|
|
|
|
|
Raw materials and work in process - |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
|
194.0 |
|
|
|
184.5 |
|
HB/PS |
|
|
4.5 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
198.5 |
|
|
|
188.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total manufactured inventories |
|
|
473.5 |
|
|
|
414.4 |
|
|
|
|
|
|
|
|
|
|
Retail inventories: |
|
|
|
|
|
|
|
|
NMHG Retail |
|
|
33.4 |
|
|
|
30.2 |
|
KCI |
|
|
39.5 |
|
|
|
23.3 |
|
|
|
|
|
|
|
|
Total retail inventories |
|
|
72.9 |
|
|
|
53.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total inventories at FIFO |
|
|
546.4 |
|
|
|
467.9 |
|
|
|
|
|
|
|
|
|
|
Coal NACoal |
|
|
10.2 |
|
|
|
6.3 |
|
Mining supplies NACoal |
|
|
8.8 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
Total inventories at weighted average |
|
|
19.0 |
|
|
|
16.3 |
|
|
|
|
|
|
|
|
|
|
LIFO reserve - |
|
|
|
|
|
|
|
|
NMHG |
|
|
(45.6 |
) |
|
|
(39.5 |
) |
HB/PS |
|
|
3.2 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
(42.4 |
) |
|
|
(35.0 |
) |
|
|
|
|
|
|
|
|
|
$ |
523.0 |
|
|
$ |
449.2 |
|
|
|
|
|
|
|
|
The cost of certain manufactured and retail inventories has been determined using the LIFO method.
At September 30, 2006 and December 31, 2005, 57% and 62%, respectively, of total inventories were
determined using the LIFO method. An actual valuation of inventory under the LIFO method can be
made only at the end of the year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must be based on managements estimates of expected year-end
inventory levels and costs. Because these estimates are subject to change and may be different
than the actual inventory levels and costs at year-end, interim results are subject to the final
year-end LIFO inventory valuation.
HB/PS LIFO inventory value exceeds its FIFO value primarily due to price deflation.
Note 5 Unconsolidated Subsidiaries and Equity Investments
Three of NACoals wholly owned subsidiaries, The Coteau Properties Company, The Falkirk Mining
Company, and The Sabine Mining Company (collectively, the project mining subsidiaries), meet the
definition of a variable interest entity pursuant to FIN No. 46, Consolidation of Variable
Interest Entities. The project mining subsidiaries were developed between 1974 and 1981 and
operate lignite coal mines under long-term contracts with various utility customers. The contracts
with the project mining subsidiaries utility customers allow each mine to sell lignite coal at a
price based on actual cost plus an agreed pre-tax profit per ton. The taxes resulting from
earnings of the project mining subsidiaries are solely the responsibility of the Company. These
entities are capitalized primarily with debt financing, which the utility customers have arranged
and guaranteed. The obligations of the project mining subsidiaries are without recourse to
NACCO and NACoal. Although NACoal owns 100% of the stock and manages the daily operations of these
entities, the Company has determined that the equity capital provided by NACoal is not sufficient
to adequately finance the ongoing activities of the project mining subsidiaries or absorb any
expected losses
12
without additional support from the utility customers. As a result, NACoal is not
the primary beneficiary of the project mining subsidiaries. The pre-tax income from the project
mining subsidiaries is reported on the line Earnings of unconsolidated project mining
subsidiaries in the Consolidated Statements of Operations with related taxes included in the
provision for income taxes. The assets and liabilities of the project mining subsidiaries are not
included in the Consolidated Balance Sheets but the investment in the project mining subsidiaries
and related tax assets and liabilities are included. The Companys risk of loss relating to these
entities is limited to its invested capital and accumulated undistributed earnings, which was $4.1
million at September 30, 2006 and $5.0 million at December 31, 2005.
Summarized financial information for the project mining subsidiaries is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
NINE MONTHS ENDED |
|
|
SEPTEMBER 30 |
|
SEPTEMBER 30 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Revenues |
|
$ |
84.7 |
|
|
$ |
79.5 |
|
|
$ |
237.7 |
|
|
$ |
225.2 |
|
Gross profit |
|
$ |
13.4 |
|
|
$ |
13.0 |
|
|
$ |
38.5 |
|
|
$ |
35.3 |
|
Income before income taxes |
|
$ |
9.4 |
|
|
$ |
9.4 |
|
|
$ |
27.4 |
|
|
$ |
25.5 |
|
Income from continuing operations |
|
$ |
6.0 |
|
|
$ |
7.7 |
|
|
$ |
20.3 |
|
|
$ |
20.5 |
|
Net income |
|
$ |
6.0 |
|
|
$ |
7.7 |
|
|
$ |
20.3 |
|
|
$ |
20.5 |
|
NMHG has a 20% ownership interest in NMHG Financial Services, Inc. (NFS), a joint venture with GE
Capital Corporation (GECC), formed primarily for the purpose of providing financial services to
independent and wholly owned Hyster and Yale lift truck dealers and National Account customers in
the United States. NMHGs ownership in NFS is accounted for using the equity method of accounting.
NMHG has a 50% ownership interest in Sumitomo NACCO Materials Handling Company, Ltd. (SN), a
limited liability company which was formed primarily for the manufacture and distribution of
Sumitomo and Shinko branded lift trucks in Japan and the export of Hyster and Yale branded lift
trucks and related components and service parts outside of Japan. NMHG purchases products from SN
under normal trade terms. NMHGs ownership in SN is also accounted for using the equity method of
accounting.
The Companys percentage share of the net income or loss from its equity investments in NFS and SN
are reported on the line Income from other unconsolidated affiliates in the Other income
(expense) section of the Unaudited Condensed Consolidated Statements of Operations.
Summarized financial information for these equity investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
NINE MONTHS ENDED |
|
|
SEPTEMBER 30 |
|
SEPTEMBER 30 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Revenues |
|
$ |
84.1 |
|
|
$ |
77.6 |
|
|
$ |
249.3 |
|
|
$ |
241.9 |
|
Gross profit |
|
$ |
26.3 |
|
|
$ |
22.0 |
|
|
$ |
73.4 |
|
|
$ |
73.6 |
|
Income from continuing operations |
|
$ |
5.6 |
|
|
$ |
2.4 |
|
|
$ |
14.5 |
|
|
$ |
13.1 |
|
Net income |
|
$ |
5.6 |
|
|
$ |
2.4 |
|
|
$ |
14.5 |
|
|
$ |
13.1 |
|
Note 6 Current and Long-term Financing
On March 22, 2006, NACCO Materials Handling Group, Inc. (NMHG Inc.), a wholly owned subsidiary of
the Company, entered into a term loan agreement (the Term Loan Agreement) that provides for term
loans up to an aggregate principal amount of $225.0 million which mature in 2013. The term loans
require quarterly payments in an amount equal to 1% per year for the first six years, with the
remaining balance to be paid in four equal installments in the seventh year.
Borrowings under the Term Loan Agreement are guaranteed by NMHG and substantially all of NMHGs
domestic subsidiaries. The obligations of the guarantors under the Term Loan Agreement are secured
by a first lien on all of the domestic machinery, equipment and real property owned by NMHG Inc.
and each
guarantor and a second lien on all of the collateral securing the obligations of NMHG under its
revolving credit facility.
Outstanding borrowings under the Term Loan Agreement bear interest at a variable rate which, at
NMHG Inc.s option, will be either LIBOR or a floating rate, as defined in the Term Loan Agreement,
plus an applicable margin. The applicable margin is subject to adjustment based on a leverage
ratio. The Term Loan Agreement contains restrictive covenants which, among other things, limit the
amount of dividends that may be declared and paid to NACCO. The Term Loan Agreement also requires
NMHG Inc. to meet
13
certain financial tests, including, but not limited to, maximum capital
expenditures, maximum leverage ratio and minimum fixed charge coverage ratio tests.
On May 15, 2006, NMHG Inc. borrowed a total principal amount of $225.0 million under the Term Loan
Agreement. The proceeds of the loans, together with available cash, were used to redeem in full
NMHGs outstanding 10% Senior Notes due 2009 (the Senior Notes), which had an aggregate principal
amount of $250.0 million. Pursuant to the Indenture governing the Senior Notes, NMHG paid the
principal amount of Senior Notes, a redemption premium of $12.5 million, plus accrued and unpaid
interest up to but not including the redemption date to the registered holders of the Senior Notes.
As a result, NMHG recognized a charge of $17.6 million during the second quarter of 2006 for the
redemption premium and write-off of the remaining unamortized original bond issue discount and
deferred financing fees related to the Senior Notes.
HB/PS financing is provided by a $115.0 million senior secured, floating-rate revolving credit
facility (the HB/PS Facility) that expires in July 2011. The HB/PS Facility was amended during
the second quarter of 2006 to extend the expiration date to July 2011, allow for the disposition of
HB/PS property located in Saltillo, Mexico, allow HB/PS to distribute the cash proceeds on the
sale of its property in Saltillo, Mexico to NACCO and increase the limit on distributions to NACCO
for operating and overhead expenses from $2.0 million to $2.5 million.
Note 7 Guarantees and Contingencies
Various legal and regulatory proceedings and claims have been or may be asserted against NACCO and
certain subsidiaries relating to the conduct of their businesses, including product liability,
environmental and other claims. These proceedings and claims are incidental to the ordinary course
of business of the Company. Management believes that it has meritorious defenses and will
vigorously defend the Company in these actions. Any costs that management estimates will be paid
as a result of these claims are accrued when the liability is considered probable and the amount
can be reasonably estimated. Although the ultimate disposition of these proceedings is not
presently determinable, management believes, after consultation with its legal counsel, that the
likelihood is remote that material costs will be incurred in excess of accruals already recognized.
In January 2006, NACoal received a preliminary notice of a sales tax assessment of $11.1 million
from the State of Mississippi. In that preliminary notice, the State contended that sales of fuel
(lignite) to a utility are no longer exempt from sales tax although such sales have been
specifically exempted by law in prior years. During the third quarter of 2006, the Company
received a final assessment from the State of Mississippi stating that no additional sales tax is
owed by NACoal.
As a result of the Coal Industry Retiree Health Benefit Act of 1992, the Companys non-operating
subsidiary, Bellaire Corporation (Bellaire), is obligated to the United Mine Workers of America
Combined Benefit Fund (the Fund) for the medical expenses of certain United Mine Worker retirees.
As a result, the Company established an estimate of this obligation in 1992 and has continued to
revise this estimate as new facts arise. See additional discussion in the Companys Annual Report
on Form 10-K for the year ended December 31, 2005, on pages F-12 and F-21. Revisions to this
liability are recognized in the statement of operations as an extraordinary item pursuant to the
requirement of EITF No. 92-13, Accounting for Estimated Payments in Connection with the Coal
Industry Retiree Health Benefit Act of 1992. During 2003, the Fund filed suit against 214
defendant companies, including Bellaire, seeking a declaratory judgment requiring these defendants
to pay the increased premium established by the Social Security Administration. During 2005, a
summary judgment was granted that prohibits the Fund from applying the higher premium rate. The
Fund has appealed the decision. Pending the outcome of this appeal, the Company estimates it could
incur additional expense within an estimated range of $0 to $5.0 million.
Under various financing arrangements for certain customers, including independently owned retail
dealerships, NMHG provides guarantees of the residual values of lift trucks or recourse or
repurchase obligations such that NMHG would be obligated in the event of default by the customer.
Terms of the third-party financing arrangements for which NMHG is providing a guarantee generally
range from one to five years. Total guarantees and amounts subject to recourse or repurchase
obligations at September 30, 2006 and December 31, 2005 were $231.8 million and $213.7 million,
respectively. Losses anticipated under the terms of the guarantees, recourse or repurchase
obligations are not significant and reserves have been provided for such losses in the accompanying
Unaudited Condensed Consolidated Financial Statements. Generally, NMHG retains a security interest
in the related assets financed such that, in the event that NMHG would become obligated under the
terms of the recourse or repurchase obligations,
NMHG would take title to the financed assets. The fair value of collateral held at September 30,
2006 was approximately $252.9 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 and general market conditions that influence the value of both new and used lift
trucks.
NMHG has a 20% ownership interest in NFS, a joint venture with GECC formed primarily for the
purpose of providing financial services to independent and wholly owned Hyster and Yale lift truck
dealers and National Account customers in the United States. NMHGs ownership in NFS is accounted
for using the
14
equity method of accounting. Generally, NMHG sells lift trucks through its
independent dealer network or directly to customers. These dealers and customers may enter into a
financing transaction with NFS or other unrelated third-parties. NFS provides debt financing to
dealers and lease financing to both dealers and customers. On occasion, the credit quality of a
customer or concentration issues within GECC may necessitate providing standby recourse or
repurchase obligations or a guarantee of the residual value of the lift trucks purchased by
customers and financed through NFS. At September 30, 2006, approximately $178.2 million of the
Companys total guarantees, recourse or repurchase obligations related to transactions with NFS.
In addition, in connection with the joint venture agreement, NMHG also provides a guarantee to GECC
for 20% of NFS debt with GECC, such that NMHG would become liable under the terms of NFS debt
agreements with GECC in the case of default by NFS. At September 30, 2006, the amount of NFS debt
guaranteed by NMHG was $167.5 million. NFS has not defaulted under the terms of this debt
financing in the past and although there can be no assurances, NMHG is not aware of any
circumstances that would cause NFS to default in future periods.
NMHG provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000
to 2,000 hours. For the new 1 to 8 ton series of lift trucks, NMHG provides an extended powertrain
warranty of two years or 2,000 hours as part of the standard warranty. HB/PS provides a standard
warranty to consumers for all of its products. The specific terms and conditions of those
warranties vary depending upon the product brand. In general, if a product is returned under
warranty, a refund is provided to the consumer by HB/PS customer, the retailer. Generally, the
retailer returns those products to HB/PS for a credit. The Company estimates the costs that may be
incurred under its standard warranty programs and records a liability for such costs at the time
product revenue is recognized.
In addition, NMHG sells extended warranty agreements, which provide a warranty for an additional
two to five years or an additional 2,400 to 10,000 hours. The specific terms and conditions of
those warranties vary depending upon the product sold and the country in which NMHG does business.
Revenue received for the sale of extended warranty contracts is deferred and recognized in the same
manner as the costs incurred to perform under the warranty contracts, in accordance with FASB
Technical Bulletin 90-1, Accounting for Separately Priced Extended Warranty and Product
Maintenance Contracts.
NMHG also maintains a quality enhancement program under which it provides for specifically
identified field product improvements in its warranty obligation. Accruals under this program are
determined based on estimates of the potential number of claims to be processed and the cost of
processing those claims based on historical costs.
The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the
amounts as necessary. Factors that affect the Companys warranty liability include the number of
units sold, historical and anticipated rates of warranty claims and the cost per claim. Changes in
the Companys current and long-term warranty obligations, including deferred revenue on extended
warranty contracts are as follows:
|
|
|
|
|
|
|
2006 |
|
Balance at January 1 |
|
$ |
45.0 |
|
Warranties issued |
|
|
32.4 |
|
Settlements made |
|
|
(33.3 |
) |
Foreign currency effect |
|
|
0.7 |
|
|
|
|
|
Balance at September 30 |
|
$ |
44.8 |
|
|
|
|
|
Note 8 Income Taxes
The income tax provision includes U.S. federal, state and local, and foreign income taxes and is
based on the application of a forecasted annual income tax rate applied to the current quarters
year-to-date pre-tax income. In determining the estimated annual effective income tax rate, the
Company analyzes various factors, including projections of the Companys annual earnings, taxing
jurisdictions in which the earnings will be generated, the impact of state and local income taxes,
the Companys ability to use tax credits and net operating loss carryforwards, and available tax
planning alternatives. Discrete items, including the effect of changes in tax laws, tax rates,
certain circumstances with respect to valuation allowances or other unusual or non-recurring tax
adjustments are reflected in the period in which they occur as an addition to, or reduction from,
the income tax provision, rather than included in the estimated effective annual income tax rate.
15
A reconciliation of the Companys consolidated federal statutory and effective income tax is as
follows for the three and nine months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Income before income taxes and minority
interest: |
|
$ |
26.3 |
|
|
$ |
16.9 |
|
|
$ |
48.5 |
|
|
$ |
35.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory taxes at 35% |
|
$ |
9.2 |
|
|
$ |
5.9 |
|
|
$ |
17.0 |
|
|
$ |
12.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discrete items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale settlements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
NMHG
Wholesale change in tax law |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
NMHG Retail sale of European dealership |
|
|
|
|
|
|
|
|
|
|
(1.3 |
) |
|
|
|
|
NACCO and Other recognition of previously
generated losses in Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.8 |
) |
Other |
|
|
(0.3 |
) |
|
|
(0.6 |
) |
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
(0.6 |
) |
|
|
(1.5 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other permanent items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG
Wholesale equity interest earnings |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
|
|
(0.3 |
) |
|
|
(1.0 |
) |
NACoal percentage depletion |
|
|
(0.7 |
) |
|
|
(1.1 |
) |
|
|
(1.7 |
) |
|
|
(2.3 |
) |
Foreign tax rate differential |
|
|
(1.5 |
) |
|
|
(0.7 |
) |
|
|
(2.5 |
) |
|
|
(1.3 |
) |
Other |
|
|
1.1 |
|
|
|
0.3 |
|
|
|
1.9 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
|
|
(2.0 |
) |
|
|
(2.6 |
) |
|
|
(3.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
7.5 |
|
|
$ |
3.3 |
|
|
$ |
12.9 |
|
|
$ |
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
28.5 |
% |
|
|
19.5 |
% |
|
|
26.6 |
% |
|
|
15.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate excluding discrete items |
|
|
29.7 |
% |
|
|
23.1 |
% |
|
|
29.7 |
% |
|
|
25.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale: During the nine months ended September 30, 2005, NMHG Wholesales effective income
tax rate was affected by the settlement of income tax audits and transfer pricing disputes with
various taxing authorities. During the nine months ended September 30, 2005, these benefits were
partially offset by the elimination of deferred tax assets which NMHG Wholesale will not be able to
recognize due to state income tax law changes enacted in Ohio.
NMHG Retail: During the nine months ended September 30, 2006, NMHG Retail sold two dealerships in
Europe for a pre-tax gain of $4.1 million. For tax purposes, a portion of the gain was exempt from
local taxation and the remaining gain was fully offset by tax net operating loss carryforwards for
which a full valuation allowance had been previously provided. Therefore, the Company recognized a
tax benefit related to the sale of these dealerships during the first nine months of 2006.
NACCO and Other: During the nine months ended September 30, 2005, NACCO and Other recorded a $2.8
million tax benefit related to the recognition of previously generated losses in Europe. During the
three months ended September 30, 2006, NACCO and Other accrued certain costs associated with the
proposed spin off of the HB/PS business and subsequent merger of
Applica Incorporated ("Applica") into the
HB/PS business, which may be considered non-deductible for tax purposes and may result in an
unfavorable tax adjustment of $0.8 million.
Excluding the impact of the discrete items discussed above, the effective income tax rates for the
three and nine months ended September 30, 2006 are higher than those of the same periods in 2005
primarily due to a shift in the mix of taxable earnings to jurisdictions with higher tax rates and
a reduction in the benefit of percentage depletion due to the unfavorable impact of tax temporary
differences. The Companys
consolidated effective income tax rate is lower than the statutory income tax rate primarily due to
the
16
benefit of percentage depletion at NACoal and permanently invested income subject to lower tax
rates in foreign taxing jurisdictions at NMHG Wholesale.
Note 9 Retirement Benefit Plans
The Company maintains various defined benefit pension plans that provide benefits based on years of
service and average compensation during certain periods. The Companys policy is to make
contributions to fund these plans within the range allowed by applicable regulations. Plan assets
consist primarily of publicly traded stocks, investment contracts and government and corporate
bonds.
In 2004, pension benefits for certain NACoal employees, excluding certain project mining subsidiary
employees, were frozen. In 1996, pension benefits were frozen for employees covered under NMHGs
and HB/PS U.S. plans, except for those NMHG employees participating in collective bargaining
agreements. As a result, in the United States only certain NMHG employees covered under collective
bargaining agreements will earn retirement benefits under defined benefit pension plans. Other
employees, including those whose pension benefits were frozen, receive current retirement benefits
under defined contribution retirement plans.
The Company previously disclosed in its Form 10-K for the year ended December 31, 2005 that it
expected to contribute approximately $4.8 million and $5.3 million to its U.S. and non-U.S. pension
plans, respectively, in 2006. The Company now expects to contribute approximately $6.5 million to
its U.S. pension plans, a portion of which is voluntary, and $4.7 million to its non-U.S. pension
plans in 2006.
The Company also maintains health care and life insurance plans which provide benefits to eligible
retired employees. These plans have no assets. Under the Companys current policy, benefits under
these plans are funded at the time they are due to participants or beneficiaries.
The components of pension and post-retirement (income) expense are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
U.S. Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.3 |
|
|
$ |
0.4 |
|
Interest cost |
|
|
1.9 |
|
|
|
1.9 |
|
|
|
5.8 |
|
|
|
5.8 |
|
Expected return on plan assets |
|
|
(2.1 |
) |
|
|
(1.9 |
) |
|
|
(6.4 |
) |
|
|
(5.9 |
) |
Net amortization |
|
|
1.1 |
|
|
|
0.6 |
|
|
|
3.2 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1.0 |
|
|
$ |
0.7 |
|
|
$ |
2.9 |
|
|
$ |
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.8 |
|
|
$ |
0.6 |
|
|
$ |
2.3 |
|
|
$ |
2.1 |
|
Interest cost |
|
|
1.6 |
|
|
|
1.5 |
|
|
|
4.8 |
|
|
|
4.8 |
|
Expected return on plan assets |
|
|
(1.8 |
) |
|
|
(1.6 |
) |
|
|
(5.3 |
) |
|
|
(5.1 |
) |
Employee contributions |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
|
|
(0.7 |
) |
|
|
(0.7 |
) |
Net amortization |
|
|
1.1 |
|
|
|
1.0 |
|
|
|
3.1 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1.4 |
|
|
$ |
1.3 |
|
|
$ |
4.2 |
|
|
$ |
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-retirement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.2 |
|
Interest cost |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.7 |
|
Net amortization |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
$ |
0.7 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
Note 10 Business Segments
Financial information for each of NACCOs reportable segments, as defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, is presented in the
following table. See Note 1 for a discussion of the Companys operating segments and product
lines. NACCOs non-operating segment, NACCO and Other, includes the accounts of the parent company
and Bellaire.
NMHG Wholesale derives a portion of its revenues from transactions with NMHG Retail. The amount of
these revenues, which are based on current market prices on similar third-party transactions, are
indicated in the following table on the line NMHG Eliminations in the revenues section. HB/PS
derives a portion of its revenues from transactions with KCI. The amounts of these revenues, which
are based on current market prices on similar third-party transactions, are indicated in the
following table on the line Housewares Eliminations in the revenues section. No other sales
transactions occur among reportable segments. Other transactions among reportable segments are
recognized based on similar third-party transactions; that is, at current market prices.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
550.5 |
|
|
$ |
516.6 |
|
|
$ |
1,704.7 |
|
|
$ |
1,627.4 |
|
NMHG Retail |
|
|
63.0 |
|
|
|
64.1 |
|
|
|
188.3 |
|
|
|
197.8 |
|
NMHG Eliminations |
|
|
(18.1 |
) |
|
|
(17.2 |
) |
|
|
(56.8 |
) |
|
|
(59.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
595.4 |
|
|
|
563.5 |
|
|
|
1,836.2 |
|
|
|
1,765.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
136.1 |
|
|
|
128.4 |
|
|
|
345.2 |
|
|
|
334.3 |
|
KCI |
|
|
34.5 |
|
|
|
25.8 |
|
|
|
81.2 |
|
|
|
69.2 |
|
Housewares Eliminations |
|
|
(1.0 |
) |
|
|
(1.6 |
) |
|
|
(3.2 |
) |
|
|
(3.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169.6 |
|
|
|
152.6 |
|
|
|
423.2 |
|
|
|
399.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
38.1 |
|
|
|
28.2 |
|
|
|
111.0 |
|
|
|
85.3 |
|
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
803.1 |
|
|
$ |
744.3 |
|
|
$ |
2,370.4 |
|
|
$ |
2,250.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
75.0 |
|
|
$ |
70.5 |
|
|
$ |
231.1 |
|
|
$ |
220.8 |
|
NMHG Retail |
|
|
9.5 |
|
|
|
11.7 |
|
|
|
28.7 |
|
|
|
33.7 |
|
NMHG Eliminations |
|
|
0.7 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85.2 |
|
|
|
82.9 |
|
|
|
260.7 |
|
|
|
255.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
27.3 |
|
|
|
26.1 |
|
|
|
68.9 |
|
|
|
63.2 |
|
KCI |
|
|
15.1 |
|
|
|
11.0 |
|
|
|
35.1 |
|
|
|
29.5 |
|
Housewares Eliminations |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42.4 |
|
|
|
37.0 |
|
|
|
103.9 |
|
|
|
92.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
6.4 |
|
|
|
1.2 |
|
|
|
20.9 |
|
|
|
8.7 |
|
NACCO and Other |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
133.9 |
|
|
$ |
121.1 |
|
|
$ |
385.4 |
|
|
$ |
356.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Selling, general and
administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
57.6 |
|
|
$ |
57.6 |
|
|
$ |
175.8 |
|
|
$ |
182.2 |
|
NMHG Retail |
|
|
13.2 |
|
|
|
12.9 |
|
|
|
38.6 |
|
|
|
39.4 |
|
NMHG Eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.8 |
|
|
|
70.5 |
|
|
|
214.4 |
|
|
|
221.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
17.9 |
|
|
|
14.8 |
|
|
|
51.6 |
|
|
|
45.5 |
|
KCI |
|
|
16.0 |
|
|
|
11.4 |
|
|
|
39.0 |
|
|
|
33.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33.9 |
|
|
|
26.2 |
|
|
|
90.6 |
|
|
|
79.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
4.9 |
|
|
|
5.2 |
|
|
|
17.2 |
|
|
|
16.3 |
|
NACCO and Other |
|
|
2.5 |
|
|
|
0.6 |
|
|
|
4.4 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
112.1 |
|
|
$ |
102.5 |
|
|
$ |
326.6 |
|
|
$ |
318.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
17.4 |
|
|
$ |
12.9 |
|
|
$ |
55.7 |
|
|
$ |
38.9 |
|
NMHG Retail |
|
|
(3.3 |
) |
|
|
(1.4 |
) |
|
|
(5.8 |
) |
|
|
(4.2 |
) |
NMHG Eliminations |
|
|
0.7 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.8 |
|
|
|
12.2 |
|
|
|
50.8 |
|
|
|
35.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
9.4 |
|
|
|
11.3 |
|
|
|
17.1 |
|
|
|
17.7 |
|
KCI |
|
|
(0.9 |
) |
|
|
(0.4 |
) |
|
|
(3.9 |
) |
|
|
(4.0 |
) |
Housewares Eliminations |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.5 |
|
|
|
10.8 |
|
|
|
13.1 |
|
|
|
13.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
10.9 |
|
|
|
5.4 |
|
|
|
31.1 |
|
|
|
17.9 |
|
NACCO and Other |
|
|
(2.6 |
) |
|
|
(0.6 |
) |
|
|
(4.5 |
) |
|
|
(1.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
31.6 |
|
|
$ |
27.8 |
|
|
$ |
90.5 |
|
|
$ |
65.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(5.9 |
) |
|
$ |
(8.2 |
) |
|
$ |
(22.0 |
) |
|
$ |
(23.4 |
) |
NMHG Retail |
|
|
(0.6 |
) |
|
|
(0.7 |
) |
|
|
(2.2 |
) |
|
|
(1.8 |
) |
NMHG Eliminations |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
(0.7 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.8 |
) |
|
|
(9.0 |
) |
|
|
(24.9 |
) |
|
|
(25.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
(1.3 |
) |
|
|
(1.3 |
) |
|
|
(3.4 |
) |
|
|
(3.8 |
) |
KCI |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.5 |
) |
|
|
(1.5 |
) |
|
|
(3.8 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
(1.7 |
) |
|
|
(2.1 |
) |
|
|
(5.6 |
) |
|
|
(6.7 |
) |
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
2.1 |
|
|
|
0.4 |
|
|
|
2.1 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(7.9 |
) |
|
$ |
(12.2 |
) |
|
$ |
(32.2 |
) |
|
$ |
(35.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1.2 |
|
|
$ |
0.7 |
|
|
$ |
4.7 |
|
|
$ |
2.3 |
|
NMHG Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
0.7 |
|
|
|
4.7 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
NACCO and Other |
|
|
1.1 |
|
|
|
0.4 |
|
|
|
2.9 |
|
|
|
1.6 |
|
Eliminations |
|
|
(2.1 |
) |
|
|
(0.4 |
) |
|
|
(2.1 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0.2 |
|
|
$ |
0.7 |
|
|
$ |
5.6 |
|
|
$ |
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(excluding interest income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
3.0 |
|
|
$ |
0.9 |
|
|
$ |
(12.3 |
) |
|
$ |
3.6 |
|
NMHG Retail |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.5 |
) |
NMHG Eliminations |
|
|
|
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.9 |
|
|
|
0.7 |
|
|
|
(12.5 |
) |
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
|
|
|
|
0.3 |
|
|
|
(1.6 |
) |
|
|
1.0 |
|
KCI |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
Housewares Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
(1.6 |
) |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACCO and Other |
|
|
(0.5 |
) |
|
|
(0.4 |
) |
|
|
(1.3 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2.4 |
|
|
$ |
0.6 |
|
|
$ |
(15.4 |
) |
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
2.4 |
|
|
$ |
0.6 |
|
|
$ |
5.4 |
|
|
$ |
4.1 |
|
NMHG Retail |
|
|
(1.1 |
) |
|
|
(0.9 |
) |
|
|
(3.1 |
) |
|
|
(1.5 |
) |
NMHG Eliminations |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
|
|
0.1 |
|
|
|
2.2 |
|
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
3.1 |
|
|
|
3.9 |
|
|
|
4.6 |
|
|
|
5.6 |
|
KCI |
|
|
(0.5 |
) |
|
|
(0.2 |
) |
|
|
(1.8 |
) |
|
|
(1.7 |
) |
Housewares Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7 |
|
|
|
3.7 |
|
|
|
3.0 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.3 |
|
|
|
|
|
|
|
6.1 |
|
|
|
0.5 |
|
NACCO and Other |
|
|
(0.1 |
) |
|
|
(0.5 |
) |
|
|
1.6 |
|
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7.5 |
|
|
$ |
3.3 |
|
|
$ |
12.9 |
|
|
$ |
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
NINE MONTHS ENDED |
|
|
|
SEPTEMBER 30 |
|
|
SEPTEMBER 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
13.3 |
|
|
$ |
5.7 |
|
|
$ |
21.3 |
|
|
$ |
17.4 |
|
NMHG Retail |
|
|
(2.9 |
) |
|
|
(1.2 |
) |
|
|
(5.0 |
) |
|
|
(4.9 |
) |
NMHG Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5 |
|
|
|
4.5 |
|
|
|
16.5 |
|
|
|
12.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
5.0 |
|
|
|
6.4 |
|
|
|
7.5 |
|
|
|
9.3 |
|
KCI |
|
|
(0.7 |
) |
|
|
(0.4 |
) |
|
|
(2.6 |
) |
|
|
(2.7 |
) |
Housewares Eliminations |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3 |
|
|
|
5.9 |
|
|
|
4.7 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
5.9 |
|
|
|
3.3 |
|
|
|
19.5 |
|
|
|
10.8 |
|
NACCO and Other |
|
|
(1.9 |
) |
|
|
(0.1 |
) |
|
|
(4.5 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18.8 |
|
|
$ |
13.6 |
|
|
$ |
36.2 |
|
|
$ |
30.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion
and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
7.9 |
|
|
$ |
7.1 |
|
|
$ |
22.7 |
|
|
$ |
20.8 |
|
NMHG Retail |
|
|
2.7 |
|
|
|
2.6 |
|
|
|
7.8 |
|
|
|
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6 |
|
|
|
9.7 |
|
|
|
30.5 |
|
|
|
30.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
1.3 |
|
|
|
1.4 |
|
|
|
3.8 |
|
|
|
4.1 |
|
KCI |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8 |
|
|
|
1.8 |
|
|
|
5.1 |
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.6 |
|
|
|
4.0 |
|
|
|
10.2 |
|
|
|
10.7 |
|
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16.0 |
|
|
$ |
15.5 |
|
|
$ |
45.9 |
|
|
$ |
46.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
6.4 |
|
|
$ |
10.0 |
|
|
$ |
21.1 |
|
|
$ |
25.5 |
|
NMHG Retail |
|
|
3.4 |
|
|
|
0.9 |
|
|
|
8.2 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.8 |
|
|
|
10.9 |
|
|
|
29.3 |
|
|
|
28.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
1.5 |
|
|
|
1.7 |
|
|
|
2.8 |
|
|
|
3.6 |
|
KCI |
|
|
0.6 |
|
|
|
0.3 |
|
|
|
1.3 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
|
|
2.0 |
|
|
|
4.1 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
0.9 |
|
|
|
7.0 |
|
|
|
11.2 |
|
|
|
18.1 |
|
NACCO and Other |
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12.8 |
|
|
$ |
20.0 |
|
|
$ |
44.7 |
|
|
$ |
51.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
SEPTEMBER 30 |
|
|
DECEMBER 31 |
|
Total assets |
|
2006 |
|
|
2005 |
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1,462.2 |
|
|
$ |
1,481.3 |
|
NMHG Retail |
|
|
134.4 |
|
|
|
140.6 |
|
NMHG Eliminations |
|
|
(157.0 |
) |
|
|
(166.2 |
) |
|
|
|
|
|
|
|
|
|
|
1,439.6 |
|
|
|
1,455.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HB/PS |
|
|
347.0 |
|
|
|
300.9 |
|
KCI |
|
|
56.6 |
|
|
|
34.1 |
|
Housewares Eliminations |
|
|
(0.6 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
403.0 |
|
|
|
334.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
255.0 |
|
|
|
294.3 |
|
NACCO and Other |
|
|
166.4 |
|
|
|
139.8 |
|
Eliminations |
|
|
(147.5 |
) |
|
|
(130.0 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,116.5 |
|
|
$ |
2,094.0 |
|
|
|
|
|
|
|
|
Note 11 Acquisitions and Dispositions
KCI:
On August 28, 2006, KCI acquired the business of Le Gourmet Chef, Inc. The cash purchase price of
$14.2 million for this acquisition has been allocated to the assets and liabilities acquired based
on their relative estimated fair values at the date of acquisition. The assets, liabilities and
results of operations are included in the accompanying unaudited condensed consolidated financial
statements since the date of acquisition.
Note 12 Subsequent Events
HB/PS:
As previously announced, on October 19, 2006, NACCO received a notice from Applica Incorporated
in which Applica claimed to exercise its right to terminate its merger agreement with
NACCO and HB-PS Holding Company, Inc. The notice also claimed that Applicas Board of Directors
authorized Applica to enter into a written agreement with an Applica shareholder that provides a
cash offer to purchase shares of Applica common stock. If the merger
agreement has been terminated, NACCO is entitled to a $6 million
termination fee under the terms of the merger agreement. Applica has
tendered the $6 million termination fee, which NACCO has placed
in a segregated account. NACCO has reserved all of its rights in
relation to this matter. Transaction costs incurred since the
beginning of the transaction through September 30, 2006 totaled $6.6 million. For the nine months
ended September 30, 2006, $2.5 million has been expensed, $2.3 million of which was expensed in the
third quarter. The remaining transaction-related costs incurred to date of $4.1 million have been
recorded in the Unaudited Condensed Consolidated Balance Sheet as of September 30, 2006.
22
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
NACCO Industries, Inc. (the parent company or NACCO) and its wholly owned subsidiaries
(collectively, the Company) operate in three principal industries: lift trucks, housewares and
mining. The Company manages its subsidiaries primarily by industry. Results of operations and
financial condition are discussed separately by segment, which corresponds with the industry
groupings. The Company manages its lift truck operations as two reportable segments: wholesale
manufacturing and retail distribution. NACCO Housewares Group (Housewares) also consists of two
reportable segments: Hamilton Beach/Proctor-Silex, Inc. (HB/PS) and The Kitchen Collection, Inc.
(KCI). Results by segment are also summarized in Note 10 to the Unaudited Condensed Consolidated
Financial Statements.
NMHG Holding Co. (NMHG) designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster and Yale
brand names. NMHG manages its operations as two reportable segments: wholesale manufacturing
(NMHG Wholesale) and retail distribution (NMHG Retail). NMHG Wholesale includes the
manufacture and sale of lift trucks and related service parts, primarily to independent and wholly
owned Hyster and Yale retail dealerships. Lift trucks and component parts are manufactured in the
United States, Northern Ireland, Scotland, The Netherlands, China, Italy, Japan, Mexico, the
Philippines and Brazil. NMHG Retail includes the sale, leasing and service of Hyster and Yale lift
trucks and related service parts by wholly owned retail dealerships and rental companies.
Housewares consists of two reportable segments: HB/PS, a leading designer, marketer and
distributor of small electric household appliances, as well as commercial products for restaurants,
bars and hotels located throughout the United States, Canada and Mexico, and KCI, a national
specialty retailer of kitchenware and gourmet foods operating under
the Kitchen Collection® and Le
Gourmet Chef® store names in outlet and traditional malls throughout the United States. The North
American Coal Corporation, and its affiliated coal companies (collectively, NACoal) mine and
market lignite coal primarily as fuel for power generation and provide selected value-added mining
services for other natural resources companies in the United States. Lignite coal is delivered to
power plants adjacent to or nearby NACoals mines in Texas, North Dakota, Louisiana and Mississippi
and dragline mining services are provided under the name North American Mining Company for
independently owned limerock quarries in Florida.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to the discussion of the Companys Critical Accounting Policies and Estimates as
disclosed on pages 35 through 38 in the Companys Form 10-K for the year ended December 31, 2005.
23
NACCO MATERIALS HANDLING GROUP
NMHG designs, engineers, manufactures, sells, services and leases a comprehensive line of lift
trucks and aftermarket parts marketed globally under the Hyster and Yale brand names.
FINANCIAL REVIEW
The segment and geographic results of operations for NMHG were as follows for the three and nine
months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
373.9 |
|
|
$ |
369.6 |
|
|
$ |
1,182.0 |
|
|
$ |
1,100.2 |
|
Europe |
|
|
143.7 |
|
|
|
111.9 |
|
|
|
425.5 |
|
|
|
420.1 |
|
Asia-Pacific |
|
|
32.9 |
|
|
|
35.1 |
|
|
|
97.2 |
|
|
|
107.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550.5 |
|
|
|
516.6 |
|
|
|
1,704.7 |
|
|
|
1,627.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
14.6 |
|
|
|
17.6 |
|
|
|
48.9 |
|
|
|
57.7 |
|
Asia-Pacific |
|
|
30.3 |
|
|
|
29.3 |
|
|
|
82.6 |
|
|
|
80.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44.9 |
|
|
|
46.9 |
|
|
|
131.5 |
|
|
|
138.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
595.4 |
|
|
$ |
563.5 |
|
|
$ |
1,836.2 |
|
|
$ |
1,765.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
14.0 |
|
|
$ |
17.2 |
|
|
$ |
52.2 |
|
|
$ |
31.9 |
|
Europe |
|
|
2.8 |
|
|
|
(6.0 |
) |
|
|
0.3 |
|
|
|
3.9 |
|
Asia-Pacific |
|
|
0.6 |
|
|
|
1.7 |
|
|
|
3.2 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.4 |
|
|
|
12.9 |
|
|
|
55.7 |
|
|
|
38.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
3.2 |
|
|
|
0.8 |
|
Asia-Pacific |
|
|
(2.4 |
) |
|
|
(0.3 |
) |
|
|
(8.1 |
) |
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.6 |
) |
|
|
(0.7 |
) |
|
|
(4.9 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
14.8 |
|
|
$ |
12.2 |
|
|
$ |
50.8 |
|
|
$ |
35.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
(5.9 |
) |
|
$ |
(8.2 |
) |
|
$ |
(22.0 |
) |
|
$ |
(23.4 |
) |
Retail (net of eliminations) |
|
|
(0.9 |
) |
|
|
(0.8 |
) |
|
|
(2.9 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
(6.8 |
) |
|
$ |
(9.0 |
) |
|
$ |
(24.9 |
) |
|
$ |
(25.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
4.2 |
|
|
$ |
1.6 |
|
|
$ |
(7.6 |
) |
|
$ |
5.9 |
|
Retail (net of eliminations) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
4.1 |
|
|
$ |
1.4 |
|
|
$ |
(7.8 |
) |
|
$ |
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
13.3 |
|
|
$ |
5.7 |
|
|
$ |
21.3 |
|
|
$ |
17.4 |
|
Retail (net of eliminations) |
|
|
(2.8 |
) |
|
|
(1.2 |
) |
|
|
(4.8 |
) |
|
|
(5.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
10.5 |
|
|
$ |
4.5 |
|
|
$ |
16.5 |
|
|
$ |
12.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
15.3 |
% |
|
|
9.5 |
% |
|
|
20.7 |
% |
|
|
19.2 |
% |
Retail (net of eliminations) |
|
|
22.2 |
% |
|
|
29.4 |
% |
|
|
40.0 |
% |
|
|
22.7 |
% |
NMHG Consolidated |
|
|
13.2 |
% |
|
|
2.2 |
% |
|
|
12.2 |
% |
|
|
17.6 |
% |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
24
Third Quarter of 2006 Compared with Third Quarter of 2005
NMHG Wholesale
The following table identifies the components of the changes in revenues for the third quarter of
2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
516.6 |
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Unit volume |
|
|
37.2 |
|
Foreign currency |
|
|
6.5 |
|
Unit price |
|
|
2.7 |
|
Parts |
|
|
0.3 |
|
Unit product mix |
|
|
(12.8 |
) |
|
|
|
|
|
2006 |
|
$ |
550.5 |
|
|
|
|
|
Revenues increased $33.9 million, or 6.6%, to $550.5 million in the third quarter of 2006,
primarily as a result of increased unit volume, mainly in the Americas and Europe, favorable
foreign currency movements in Europe, as well as the effect of price increases implemented during
2006 and prior periods. These improvements were partially offset by an unfavorable shift in sales
mix to lower-priced lift trucks, primarily in the Americas. Worldwide unit shipments increased to
20,758 units in the third quarter of 2006 from 19,122 units in 2005.
The following table identifies the components of the changes in operating profit for the third
quarter of 2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
12.9 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Foreign currency |
|
|
6.8 |
|
Other selling, general and administrative expenses |
|
|
0.3 |
|
Gross profit |
|
|
(2.6 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
17.4 |
|
|
|
|
|
NMHG Wholesales operating profit increased $4.5 million to $17.4 million in the third quarter of
2006 compared with $12.9 million in the third quarter of 2005. The change in operating profit
resulted from more favorable effective foreign currency rates in 2006 than in 2005 and a reduction
in employee-related expenses. These benefits were partially offset by a decrease in gross profit
primarily due to an unfavorable shift in mix toward lower-margin products and increased cost of
materials, including lead, rubber and copper. The unfavorable product
mix of lower-margin products
and increased material costs were partially offset by increases in volume and price.
NMHG Wholesale recognized net income of $13.3 million in the third quarter of 2006 compared with
net income of $5.7 million in the third quarter of 2005, primarily as a result of increased
operating profit as described previously and lower interest expense resulting from the redemption
of NMHGs $250.0 million 10% Senior Notes due 2009 (the Senior Notes) in the second quarter of
2006. See further discussion of the redemption of the Senior Notes in the NMHG Financing
Activities section of this Managements Discussion and Analysis of Financial Condition and Results
of Operations.
Backlog
The worldwide backlog level was approximately 25,700 units at September 30, 2006 compared with
approximately 25,600 units at September 30, 2005 and approximately 25,900 units at June 30, 2006.
25
NMHG Retail (net of eliminations)
The following table identifies the components of the changes in revenues for the third quarter of
2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
46.9 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sale of European dealerships |
|
|
(3.5 |
) |
Foreign currency |
|
|
(0.3 |
) |
Asia-Pacific |
|
|
(0.1 |
) |
Europe |
|
|
1.7 |
|
Eliminations |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
44.9 |
|
|
|
|
|
Revenues decreased 4.3% to $44.9 million for the quarter ended September 30, 2006 compared with
$46.9 million for the quarter ended September 30, 2005. This decrease was primarily the result of
the sale of two retail dealerships in Europe during the first and third quarters of 2006 partially
offset by an increase in new unit sales volume in Europe, excluding sold dealerships.
The following table identifies the components of the changes in operating loss for the third
quarter of 2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Loss |
|
|
2005 |
|
$ |
(0.7 |
) |
|
|
|
|
|
Decrease (increase) in 2006 from: |
|
|
|
|
Asia-Pacific |
|
|
(2.4 |
) |
Europe |
|
|
(0.2 |
) |
Sale of European dealership |
|
|
0.4 |
|
Eliminations |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
(2.6 |
) |
|
|
|
|
NMHG Retails operating loss increased to $2.6 million in the third quarter of 2006. The increase
was primarily attributable to an increase in operating expenses and lower gross profit margins in
Asia-Pacific partially offset by the gain on the sale of a European retail dealership in the third
quarter of 2006.
NMHG Retails net loss increased $1.6 million to $2.8 million in the third quarter of 2006 compared
with $1.2 million in the third quarter of 2005 due to the factors affecting operating loss.
26
First Nine Months of 2006 Compared with First Nine Months of 2005
NMHG Wholesale
The following table identifies the components of the changes in revenues for the first nine months
of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
1,627.4 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Unit volume |
|
|
81.9 |
|
Unit price |
|
|
18.2 |
|
Parts |
|
|
4.5 |
|
Unit product mix |
|
|
(15.9 |
) |
Foreign currency |
|
|
(11.4 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
1,704.7 |
|
|
|
|
|
Revenues increased $77.3 million, or 4.7%, to $1,704.7 million in the first nine months of 2006,
primarily due to improved unit volume in the Americas and Europe, price increases in all markets
and increased parts volume. Worldwide unit shipments increased 5.9% to 64,651 units in the first
nine months of 2006 from 61,028 units in 2005, primarily due to 3,236 more unit shipments in the
Americas. These improvements were partially offset by an unfavorable shift in sales mix to
lower-priced lift trucks and unfavorable foreign currency movements mainly in Europe due to the
strengthening of the U.S. dollar.
The following table identifies the components of the changes in operating profit for the first nine
months of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
38.9 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Gross profit |
|
|
9.3 |
|
Product liability |
|
|
7.4 |
|
Foreign currency |
|
|
2.1 |
|
Other selling, general and administrative expenses |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
55.7 |
|
|
|
|
|
NMHG Wholesales operating profit increased 43.2% to $55.7 million in the first nine months of 2006
compared with $38.9 million in the first nine months of 2005. Operating profit increased mainly as
a result of improved gross profit. The increase in gross profit is primarily a result of the
favorable impact of higher unit volume on revenues, primarily in the Americas and price increases
of $18.2 million, primarily in the Americas, which more than offset increased material costs of
$11.6 million for the first nine months of 2006. These improvements were partially offset by
increased manufacturing costs to support the higher unit volume. In addition, operating profit
improved due to lower selling, general and administrative expenses mainly from an $8.2 million
favorable product liability adjustment in the Americas during the second quarter of 2006, partially
offset by higher research and development and employee-related expenses. The product liability
adjustment was the result of a reduction in the estimate of the number of claims that have been
incurred but not reported and the average cost per claim due to more favorable claim experience
than previously estimated. Favorable foreign currency movements, including the movement of the
U.S. dollar against the British Pound Sterling and Euro, also contributed to the increase in
operating profit.
Net income increased $3.9 million to $21.3 million in the first nine months of 2006 compared with
$17.4 million in the first nine months of 2005 primarily from the increase in operating profit
described previously, an increase in interest income as a result of additional funds available for
investment and an increase in other income primarily from fees received from NMHG Financial
Services Inc. (NFS), a joint venture with
GE Capital Corporation (GECC), which is accounted for using the equity method of accounting. The
favorable increases were offset by a charge for the early retirement of debt of approximately $17.6
million for the redemption premium and write-off of the remaining unamortized original bond issue
discount and
27
deferred financing fees related to the Senior Notes. See further discussion of the
redemption of the Senior Notes in the NMHG Financing Activities section of this Managements
Discussion and Analysis of Financial Condition and Results of Operations.
NMHG Retail (net of eliminations)
The following table identifies the components of the changes in revenues for the first nine months
of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
138.1 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sale of European dealerships |
|
|
(15.1 |
) |
Foreign currency |
|
|
(5.8 |
) |
Eliminations |
|
|
6.3 |
|
Europe |
|
|
5.3 |
|
Asia-Pacific |
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
131.5 |
|
|
|
|
|
Revenues decreased 4.8% to $131.5 million for the nine months ended September 30, 2006 compared
with $138.1 million for the nine months ended September 30, 2005. This decrease was primarily the
result of the sale of a retail dealership in Europe during each of the second quarter of 2005 and
the first and third quarters of 2006 as well as unfavorable foreign currency movements due to the
strengthening of the U.S. dollar. This decrease was partially offset by a decrease in the required
intercompany revenue elimination as a result of fewer intercompany sales transactions, and an
increase in new unit volume in Europe and Asia Pacific.
The following table identifies the components of the changes in operating loss for the first nine
months of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Operating
Loss |
|
|
2005 |
|
$ |
(3.5 |
) |
|
|
|
|
|
Decrease (increase) in 2006 from: |
|
|
|
|
Asia-Pacific |
|
|
(4.8 |
) |
Foreign currency |
|
|
(0.3 |
) |
Sale of European dealerships |
|
|
1.8 |
|
Europe |
|
|
1.6 |
|
Eliminations |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
(4.9 |
) |
|
|
|
|
NMHG Retails operating loss increased $1.4 million to $4.9 million in the first nine months of
2006. The increase was primarily due to a write-off of obsolete inventory, lower rental and
service margins and higher employee-related expenses in Asia-Pacific during the first nine months
of 2006 partially offset by gains on the sales of European retail dealerships in both the first and
third quarters of 2006 and favorable rental margins in Europe.
NMHG Retails net loss decreased to $4.8 million in the first nine months of 2006 from $5.1 million
in the first nine months of 2005, primarily as a result of the factors affecting operating loss and
a higher income tax benefit recognized from the sale of the European dealership during the first
quarter of 2006. See further discussion of income taxes in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
28
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the nine months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
16.5 |
|
|
$ |
12.3 |
|
|
$ |
4.2 |
|
Depreciation and amortization |
|
|
30.5 |
|
|
|
30.6 |
|
|
|
(0.1 |
) |
Loss on extinguishment of debt |
|
|
17.6 |
|
|
|
|
|
|
|
17.6 |
|
Other |
|
|
(2.7 |
) |
|
|
(9.1 |
) |
|
|
6.4 |
|
Working capital changes, excluding the effect of
business dispositions |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(18.4 |
) |
|
|
(24.9 |
) |
|
|
6.5 |
|
Inventories |
|
|
7.8 |
|
|
|
(53.7 |
) |
|
|
61.5 |
|
Accounts payable and other liabilities |
|
|
(32.3 |
) |
|
|
(25.0 |
) |
|
|
(7.3 |
) |
Other |
|
|
(10.6 |
) |
|
|
2.7 |
|
|
|
(13.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
|
8.4 |
|
|
|
(67.1 |
) |
|
|
75.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(29.3 |
) |
|
|
(28.9 |
) |
|
|
(0.4 |
) |
Proceeds from the sale of assets |
|
|
4.9 |
|
|
|
7.4 |
|
|
|
(2.5 |
) |
Proceeds from the sale of businesses |
|
|
4.0 |
|
|
|
3.9 |
|
|
|
0.1 |
|
Other |
|
|
1.6 |
|
|
|
(1.0 |
) |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(18.8 |
) |
|
|
(18.6 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
(10.4 |
) |
|
$ |
(85.7 |
) |
|
$ |
75.3 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities increased $75.5 million primarily as a result
of the favorable impact of working capital changes from the net change in inventories, accounts
receivable and accounts payable. The decrease in inventories during 2006 was primarily due to the
building of inventory during 2005 in anticipation of the rearrangement of production lines in
Europe as NMHG shifted to the production of new products. The changes in accounts payable and
accounts receivable were primarily the result of timing differences of payments and receipts. In
addition, net cash provided by (used for) operating activities was favorably affected by adding
back the loss on the extinguishment of debt to reconcile net income to net cash used for operating
activities.
Net cash used for investing activities was comparable between the first nine months of 2006 and
2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions (reductions) of long-term debt and
revolving credit agreements |
|
$ |
(26.4 |
) |
|
$ |
10.4 |
|
|
$ |
(36.8 |
) |
Intercompany loans |
|
|
|
|
|
|
39.0 |
|
|
|
(39.0 |
) |
Premium on extinguishment of debt |
|
|
(12.5 |
) |
|
|
|
|
|
|
(12.5 |
) |
Financing fees paid |
|
|
(4.9 |
) |
|
|
|
|
|
|
(4.9 |
) |
Other |
|
|
0.7 |
|
|
|
|
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing
activities |
|
$ |
(43.1 |
) |
|
$ |
49.4 |
|
|
$ |
(92.5 |
) |
|
|
|
|
|
|
|
|
|
|
The change in net cash provided by (used for) financing activities in the first nine months of 2006
compared with the first nine months of 2005 was primarily due to the redemption of the Senior Notes
during the first nine months of 2006. This included a reduction in debt of $36.8 million, the
premium on
extinguishment of debt of $12.5 million and financing fees paid on the debt used to replace the
Senior Notes of $4.9 million. In addition, the increase in intercompany loans during the first
nine months of 2005 reduced net cash provided by (used for) financing activities compared with the
first nine months of 2006.
29
Financing Activities
NACCO Materials Handling Group, Inc. (NMHG Inc.), a wholly owned indirect subsidiary of the
Company, has a $175.0 million secured, floating-rate revolving credit facility (the NMHG
Facility) that expires in December 2010. The NMHG Facility was amended in 2006 to modify certain
defined terms and revise the Restriction on Dividends, as defined in the NMHG Facility, to allow
NMHG to increase its dividends beyond the current $5.0 million annual limitation upon achievement
of specified profitability and availability thresholds. The maximum availability under the NMHG
Facility is governed by a borrowing base derived from advance rates against the inventory and
accounts receivable of the borrowers, as defined in the NMHG Facility. Adjustments to reserves
booked against these assets, including inventory reserves, will change the eligible borrowing base
and thereby impact the liquidity provided by the NMHG Facility.
At September 30, 2006, the borrowing base under the NMHG Facility was $124.1 million, which
reflects reductions for the commitments or availability under certain foreign credit facilities and
for an excess availability requirement of $10.0 million. There were no domestic borrowings
outstanding under this facility at September 30, 2006. The NMHG Facility includes a subfacility
for foreign borrowers which can be denominated in British Pound Sterling or Euros. Included in the
borrowing capacity is a $20.0 million overdraft facility available to foreign borrowers. At
September 30, 2006, there was $16.0 million outstanding under these foreign subfacilities.
On March 22, 2006, NMHG Inc. entered into a term loan agreement (the Term Loan Agreement) that
provides for term loans up to an aggregate principal amount of $225.0 million which mature in 2013.
The term loans require quarterly payments in an amount equal to 1% per year for the first six
years, with the remaining balance to be paid in four equal installments in the seventh year.
Borrowings under the Term Loan Agreement are guaranteed by NMHG and substantially all of NMHGs
domestic subsidiaries. The obligations of the guarantors under the Term Loan Agreement are secured
by a first lien on all of the domestic machinery, equipment and real property owned by NMHG Inc.
and each guarantor and a second lien on all of the collateral securing the obligations of NMHG
under its revolving credit facility.
Outstanding borrowings under the Term Loan Agreement bear interest at a variable rate which, at
NMHG Inc.s option, will be either LIBOR or a floating rate, as defined in the Term Loan Agreement,
plus an applicable margin. The applicable margin is subject to adjustment based on a leverage
ratio.
On May 15, 2006, NMHG Inc. borrowed a total principal amount of $225.0 million under the Term Loan
Agreement. The proceeds of the loans, together with available cash, were used to redeem in full
NMHGs Senior Notes, which had an aggregate principal amount of $250.0 million. Pursuant to the
Indenture governing the Senior Notes, NMHG paid the principal amount of the Senior Notes, a
redemption premium of $12.5 million, plus accrued and unpaid interest up to but not including the
redemption date to the registered holders of the Senior Notes. As a result, NMHG recognized a
charge of $17.6 million during the second quarter of 2006 for the redemption premium and write-off
of the remaining unamortized original bond issue discount and deferred financing fees related to
the Senior Notes.
In addition to the amount outstanding under the Term Loan Agreement and the NMHG Facility, NMHG
Inc. had borrowings of approximately $35.7 million at September 30, 2006 under various working
capital facilities.
Both the NMHG Facility and Term Loan Agreement include restrictive covenants, which, among other
things, limit the payment of dividends to NACCO. The NMHG Facility also requires NMHG to meet
certain financial tests, including, but not limited to, minimum excess availability, maximum
capital expenditures, maximum leverage ratio and minimum fixed charge coverage ratio tests. At
September 30, 2006, NMHG was in compliance with the covenants in the NMHG Facility and the Term
Loan Agreement.
NMHG believes that funds available under the NMHG Facility, other available lines of credit and
operating cash flows will provide sufficient liquidity to meet its operating needs and commitments
arising during the next twelve months and until the expiration of the NMHG Facility in December
2010.
30
Contractual Obligations, Contingent Liabilities and Commitments
As a result of NMHG Inc.s borrowing under the Term Loan Agreement and redemption of the Senior
Notes discussed above, there have been changes since December 31, 2005 in the total amount of
NMHGs contractual obligations and the timing of cash flows in accordance with those obligations
compared with amounts reported in the Companys Form 10-K for the year ended December 31, 2005.
These updated obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Next 12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations |
|
Total |
|
|
months |
|
|
Year 2 |
|
|
Year 3 |
|
|
Year 4 |
|
|
Year 5 |
|
|
Thereafter |
|
NMHG Senior Notes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Term loans |
|
|
243.6 |
|
|
|
13.0 |
|
|
|
4.8 |
|
|
|
4.2 |
|
|
|
4.2 |
|
|
|
4.2 |
|
|
|
213.2 |
|
The Company previously disclosed in its Form 10-K for the year ended December 31, 2005 that NMHG
expected to contribute approximately $4.8 million and $5.0 million to its U.S. and non-U.S. pension
plans, respectively, in 2006. NMHG now expects to contribute approximately $3.8 million and $4.2
million to its U.S. and non-U.S. pension plans, respectively, in 2006.
Since December 31, 2005, there have been no other significant changes in the total amount of NMHGs
contractual obligations or commercial commitments, or the timing of cash flows in accordance with
those obligations, as reported on page 50 in the Companys Annual Report on Form 10-K for the year
ended December 31, 2005.
Capital Expenditures
Expenditures for property, plant and equipment were $21.1 million for NMHG Wholesale and $8.2
million for NMHG Retail during the first nine months of 2006. These capital expenditures included
tooling for new products, lease and rental fleet, information technology infrastructure and plant
improvements. Capital expenditures are estimated to be an additional $12.4 million for NMHG
Wholesale and $1.5 million for NMHG Retail for the remainder of 2006. Planned expenditures for the
remainder of 2006 include tooling related to the ongoing launch of the new 1 to 8 ton internal
combustion engine lift trucks, information technology infrastructure, plant improvements and rental
fleet additions. The principal sources of financing for these capital expenditures will be
internally generated funds and bank borrowings.
Capital Structure
NMHGs capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Total net tangible assets |
|
$ |
436.1 |
|
|
$ |
417.5 |
|
|
$ |
18.6 |
|
Goodwill and other intangibles, net |
|
|
353.1 |
|
|
|
351.6 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
789.2 |
|
|
|
769.1 |
|
|
|
20.1 |
|
Advances from NACCO |
|
|
(39.0 |
) |
|
|
(39.0 |
) |
|
|
|
|
Other debt |
|
|
(290.1 |
) |
|
|
(302.5 |
) |
|
|
12.4 |
|
Minority interest |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
460.0 |
|
|
$ |
427.6 |
|
|
$ |
32.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
42 |
% |
|
|
44 |
% |
|
|
(2 |
%) |
The increase in total net tangible assets was primarily due to a $26.1 million increase in accounts
receivable and a $19.4 million decrease in accounts payable due to the timing of payments and
receipts, an $8.2 million increase in net derivative assets as a result of favorable currency terms
and interest rate swaps and a $9.1 million decrease in other current and long-term liabilities
primarily due to a decrease in the product liability reserve. These items were partially offset by
a $55.7 million decrease in cash primarily due to the redemption of the Senior Notes.
Debt, including advances from NACCO, decreased $12.4 million primarily as a result of the
redemption of the Senior Notes during the first nine months of 2006.
31
Stockholders equity increased $32.4 million in the first nine months of 2006 as a result of a
$15.9 million increase in accumulated other comprehensive income (loss) and $16.5 million of net
income in the first nine months of 2006. The change in accumulated other comprehensive income
(loss) was due to an $11.6 million increase in the cumulative foreign currency translation
adjustment and a $4.3 million gain on deferred cash flow hedges.
OUTLOOK
NMHG Wholesale
For the fourth quarter of 2006 and for 2007, NMHG Wholesale expects continued growth in the lift
truck markets in Europe and Asia-Pacific and a moderate year-over-year decrease in the Americas.
With these market prospects and the successful launch in 2005 of the 1 to 3 ton series of lift
trucks, the highest volume portion of the newly designed 1 to 8 ton internal combustion engine
(ICE) lift truck line, NMHG Wholesale anticipates that unit booking and shipment levels in the
fourth quarter of 2006 will be higher than in the fourth quarter of 2005, while modest increases in
unit booking and shipment levels are expected in 2007 compared with 2006. Shipments of the newly
designed 4 to 5.5 ton ICE lift truck series, which was introduced in the third quarter of 2006, and
the 6 to 8 ton ICE lift truck series, which is expected to be introduced in early 2007, will be at
controlled rates to accommodate the phase-in of these products.
Previously implemented profit improvement and growth programs are expected to continue to deliver
significant benefits in the fourth quarter of 2006. NMHG Wholesales newly designed 1 to 3 ton ICE
series, launched in 2005, is expected to continue to affect results positively during the remainder
of 2006 and further benefits are expected to be realized in 2007 and 2008 with the introductions of
the 4 to 5.5 ton and 6 to 8 ton series of lift trucks. The effects of the new product
introductions, product cost and expense reduction efforts already implemented or underway, and
increased efficiencies in the Americas attributable to the completion of the restructuring and
rearrangement of assembly lines, are expected to be increasingly positive and provide significant
profitability improvements in the last quarter of 2006 compared with the same period in 2005. In
addition, NMHG Wholesales manufacturing restructuring activities are approaching maturity and are
expected to require less expense than in prior years. The previously noted benefits are expected
to be partially offset in the fourth quarter of 2006 and in 2007 by incremental product development
and related introduction costs, and start-up manufacturing inefficiencies in the last quarter of
2006 and first half of 2007 related to the new lift truck series to be launched, as well as costs
attributable to the remaining portion of the previously announced Irvine manufacturing
restructuring program and production line movements, which NMHG Wholesale expects to complete in
the fourth quarter of 2006.
In addition, the results in the fourth quarter of 2006 and in 2007 are expected to be affected by
increases in material costs. Price increases implemented in 2006 and prior periods are expected to
largely offset the effect of anticipated higher material costs in the fourth quarter of 2006 and in
2007. Although steel cost increases and energy prices have stabilized over the past few quarters,
increases in these and other commodities, such as lead, rubber and copper, are expected in 2007 and
could result in further increases in the costs of components and materials. Accordingly, NMHG
Wholesale will continue to monitor economic conditions and their resulting effects on costs to
determine the need for future price increases.
Unfavorable
foreign currency movements over the past four
to five years have effectively lowered current annualized
profitability, excluding the effects of hedges, by approximately $60
to $65 million more than
would have been the case if the currency rates of early 2002 existed in 2006. The full effect of
these currency movements is expected to be felt in 2007, when a
number of favorable 2006 foreign currency hedge
contracts will have expired, with some of those hedge contracts
replaced by newer hedge contracts with less favorable exchange rates.
The result is expected to be somewhat more adverse effective currency
rates in 2007 than in 2006. As a result, NMHG Wholesale is working actively to shift the sourcing of components and
other activities from high cost British pound sterling and euro countries to lower cost areas.
Further, development of additional programs to respond to the current
currency environment is underway, with implementation expected over the next few years.
NMHG Wholesale will benefit, however, in 2007 from significantly lower interest rates and from the
absence of the charge to earnings for the early retirement of debt of approximately $17.6 million,
or $10.7 million after a tax benefit of $6.9 million, incurred in 2006.
Overall, NMHG Wholesales investment in long-term programs, particularly its significant new
product development and manufacturing programs, are expected to continue to affect results
positively during the fourth quarter of 2006 and in 2007 and 2008, but adverse currency is expected
to moderate the effect of these improvements and is likely to extend the period of time necessary to achieve
NMHG Wholesales 9% operating profit goal.
NMHG Retail
NMHG Retail has implemented changes in its retail management structure and plans to streamline
activities in its Australian and French operations to reduce costs, improve operational
effectiveness and enhance customer service to these markets, ultimately improving the long-term
financial performance of these operations. These programs are expected to begin to have an impact
in 2007 and 2008, and have been put
in place in order to meet NMHG Retails longer-term strategic objectives, which include achieving
at least break-even results while building market position.
32
NACCO HOUSEWARES GROUP
NACCO Housewares Group includes HB/PS, a leading designer, marketer and distributor of small
electric household appliances, as well as commercial products for restaurants, bars and hotels, and
KCI, a national specialty retailer of kitchenware and gourmet foods operating under the Kitchen
Collection® and Le Gourmet Chef® store names in outlet and traditional malls throughout the United
States. Because the housewares business is seasonal, a majority of revenues and operating profit
occurs in the second half of the year when sales of small electric appliances to retailers and
consumers increase significantly for the fall holiday selling season.
As previously announced, on October 19, 2006, NACCO received a notice from Applica in
which Applica claimed to exercise its right to terminate its merger agreement with NACCO and HB-PS
Holding Company, Inc. The notice also claimed that Applicas Board of Directors authorized Applica
to enter into a written agreement with an Applica shareholder that provides a cash offer to
purchase shares of Applica common stock. If the merger
agreement has been terminated, NACCO is entitled to a $6 million
termination fee under the terms of the merger agreement. Applica has
tendered the $6 million termination fee, which NACCO has placed
in a segregated account. NACCO has reserved all of its rights in
relation to this matter. See Note 12 of the Unaudited Condensed Consolidated
Financial Statements for further discussion of this proposed transaction.
In addition, on August 28, 2006, KCI acquired the business of Le Gourmet Chef, Inc. (Le Gourmet
Chef). The purchase price of this acquisition has been allocated to the assets and liabilities
acquired based on their relative estimated fair values at the date of acquisition. The assets,
liabilities and results of operations are included in the accompanying unaudited condensed
consolidated financial statements since the date of acquisition.
33
FINANCIAL REVIEW
The results of operations for Housewares were as follows for the three and nine months ended
September 30:
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THREE MONTHS |
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NINE MONTHS |
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2006 |
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2005 |
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2006 |
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2005 |
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Revenues |
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HB/PS |
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$ |
136.1 |
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$ |
128.4 |
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$ |
345.2 |
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$ |
334.3 |
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KCI |
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34.5 |
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25.8 |
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81.2 |
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69.2 |
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Eliminations |
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(1.0 |
) |
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(1.6 |
) |
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(3.2 |
) |
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(3.7 |
) |
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Housewares |
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$ |
169.6 |
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$ |
152.6 |
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$ |
423.2 |
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$ |
399.8 |
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Operating profit (loss) |
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HB/PS |
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$ |
9.4 |
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$ |
11.3 |
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$ |
17.1 |
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$ |
17.7 |
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KCI |
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(0.9 |
) |
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(0.4 |
) |
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(3.9 |
) |
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(4.0 |
) |
Eliminations |
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(0.1 |
) |
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(0.1 |
) |
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(0.1 |
) |
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Housewares |
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$ |
8.5 |
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$ |
10.8 |
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$ |
13.1 |
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$ |
13.6 |
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Interest expense |
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HB/PS |
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$ |
(1.3 |
) |
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$ |
(1.3 |
) |
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$ |
(3.4 |
) |
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$ |
(3.8 |
) |
KCI |
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(0.2 |
) |
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(0.2 |
) |
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(0.4 |
) |
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(0.4 |
) |
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Housewares |
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$ |
(1.5 |
) |
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$ |
(1.5 |
) |
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$ |
(3.8 |
) |
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$ |
(4.2 |
) |
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Other income (expense) |
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HB/PS |
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$ |
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$ |
0.3 |
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$ |
(1.6 |
) |
|
$ |
1.0 |
|
KCI |
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(0.1 |
) |
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(0.1 |
) |
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Eliminations |
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0.1 |
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0.1 |
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Housewares |
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$ |
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$ |
0.3 |
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$ |
(1.6 |
) |
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$ |
1.0 |
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Net income (loss) |
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HB/PS |
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$ |
5.0 |
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$ |
6.4 |
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$ |
7.5 |
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$ |
9.3 |
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KCI |
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(0.7 |
) |
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(0.4 |
) |
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(2.6 |
) |
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(2.7 |
) |
Eliminations |
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(0.1 |
) |
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(0.2 |
) |
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(0.2 |
) |
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Housewares |
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$ |
4.3 |
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$ |
5.9 |
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$ |
4.7 |
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$ |
6.4 |
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Effective income tax rate |
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HB/PS |
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38.3 |
% |
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37.9 |
% |
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38.0 |
% |
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37.6 |
% |
KCI |
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41.7 |
% |
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33.3 |
% |
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40.9 |
% |
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38.6 |
% |
Housewares |
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38.6 |
% |
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38.5 |
% |
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39.0 |
% |
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38.5 |
% |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
34
Third Quarter of 2006 Compared with Third Quarter of 2005
The following table identifies the components of the changes in revenues for the third quarter of
2006 compared with the third quarter of 2005:
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Revenues |
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2005 |
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$ |
152.6 |
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Increase in 2006 from: |
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KCI sales |
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8.6 |
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Sales mix and other |
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6.2 |
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Unit volume |
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1.2 |
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Foreign currency |
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0.8 |
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Average sales price |
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0.2 |
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2006 |
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$ |
169.6 |
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Housewares revenues increased 11.1% in the third quarter of 2006 to $169.6 million compared
with $152.6 million in the third quarter of 2005, primarily as a result of increased sales at KCI
primarily due to the acquisition of Le Gourmet Chef in August 2006 and KCIs current operation of
77 Le Gourmet Chef stores. KCIs revenue also benefited from an increase in the number of KCI
stores to 202 at September 30, 2006 from 194 stores at September 30, 2005 and increased comparable
store sales as a result of an increase in the number of transactions, a rise in customer visits and
higher average sales transactions. In addition, revenues at HB/PS increased as a result of sales
of higher-priced products in the U.S consumer and international markets, driven by increased
product placements at its customers retail stores. Unit volume increases also contributed to the
improvement.
The following table identifies the components of the changes in operating profit for the third
quarter of 2006 compared with the third quarter of 2005:
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Operating |
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Profit |
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2005 |
|
$ |
10.8 |
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Increase (decrease) in 2006 from: |
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Selling, general and administrative expenses |
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(2.0 |
) |
KCI operating profit impact |
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(0.5 |
) |
Gross profit |
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(0.3 |
) |
Foreign currency |
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0.5 |
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2006 |
|
$ |
8.5 |
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|
Operating profit decreased $2.3 million to $8.5 million in the third quarter of 2006, compared with
$10.8 million in the third quarter of 2005. Operating profit declined primarily due to an increase
in HB/PS environmental reserves of approximately $2.1 million, mainly as a result of revised
remediation estimates relating to previously occupied sites, increased product costs and a decrease
in KCIs operating profit mainly as a result of start-up losses at the recently acquired Le Gourmet
Chef business. This decrease was partially offset by higher revenues and more favorable foreign
currency movements.
Housewares reported net income of $4.3 million in the third quarter of 2006 compared with $5.9
million in the third quarter of 2005. Net income was affected by the decrease in operating profit
and by an increase in other expense, primarily from unfavorable foreign currency movements due to
the strengthening of the U.S. dollar in the third quarter of 2006.
35
First Nine Months of 2006 Compared with First Nine Months of 2005
The following table identifies the components of the changes in revenues for the first nine months
of 2006 compared with the first nine months of 2005:
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Revenues |
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2005 |
|
$ |
399.8 |
|
|
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|
Increase (decrease) in 2006 from: |
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|
Sales mix and other |
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|
16.4 |
|
KCI sales |
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|
11.9 |
|
Foreign currency |
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|
2.3 |
|
Unit volume |
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(6.7 |
) |
Average sales price |
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|
(0.5 |
) |
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|
2006 |
|
$ |
423.2 |
|
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|
Housewares revenues increased 5.9% in the first nine months of 2006 to $423.2 million compared
with $399.8 million in the first nine months of 2005, primarily due to a shift in sales mix to
higher-priced products, increased sales at KCI and favorable foreign currency movements. Sales
increased at KCI as a result of the acquisition of Le Gourmet Chef business in August 2006, an
increase in comparable store sales and an increase in the number of stores to 202 stores at
September 30, 2006 from 194 stores at September 30, 2005. These increases were partially offset by
decreased unit volume at HB/PS, mainly in the U.S. consumer market.
The following table identifies the components of the changes in operating profit for the first nine
months of 2006 compared with the first nine months of 2005:
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Operating |
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|
Profit |
|
2005 |
|
$ |
13.6 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Selling, general and administrative expenses |
|
|
(5.2 |
) |
Gross profit |
|
|
2.9 |
|
Foreign currency |
|
|
1.7 |
|
KCI operating profit impact |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
13.1 |
|
|
|
|
|
For the nine months ended September 30, 2006, Housewares operating profit decreased to $13.1
million compared with operating profit of $13.6 million in the first nine months of 2005. The
decrease was primarily the result of higher selling, general and administrative expenses in the
first nine months of 2006 compared with the first nine months of 2005 primarily due to an increase
in HB/PS environmental reserves of approximately $2.4 million, mainly as a result of revised
remediation estimates relating to previously occupied sites, increased product costs, higher
advertising expenses supporting a new marketing campaign and higher employee-related costs. The
increase in selling, general and administrative expenses was partially offset by improvements in
gross profit due to the increase in revenues, lower manufacturing costs as a result of HB/PS 2004
and 2005 restructuring programs and the continued shift to sourcing products from China. In
addition, operating income increased due to more favorable foreign currency movements.
Net income decreased $1.7 million to $4.7 million in the first nine months of 2006 compared to net
income of $6.4 million in the first nine months of 2005. Net income was affected by the decrease
in operating profit and unfavorable foreign currency movements due to the strengthening of the U.S.
dollar in the first nine months of 2006.
36
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the nine months ended September 30:
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|
2006 |
|
|
2005 |
|
|
Change |
|
|
Operating activities: |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
4.7 |
|
|
$ |
6.4 |
|
|
$ |
(1.7 |
) |
Depreciation and amortization |
|
|
5.1 |
|
|
|
5.4 |
|
|
|
(0.3 |
) |
Other |
|
|
5.0 |
|
|
|
3.1 |
|
|
|
1.9 |
|
Working capital changes, excluding the
effect of business acquisition |
|
|
(17.1 |
) |
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|
(15.3 |
) |
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|
(1.8 |
) |
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Net cash used for operating activities |
|
|
(2.3 |
) |
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|
(0.4 |
) |
|
|
(1.9 |
) |
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|
|
Investing activities: |
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Expenditures for property, plant and equipment |
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|
(4.1 |
) |
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|
(4.5 |
) |
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|
0.4 |
|
Proceeds from the sale of assets |
|
|
11.5 |
|
|
|
0.4 |
|
|
|
11.1 |
|
Acquisition of business |
|
|
(14.2 |
) |
|
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|
(14.2 |
) |
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|
|
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|
|
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|
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|
|
Net cash used for investing activities |
|
|
(6.8 |
) |
|
|
(4.1 |
) |
|
|
(2.7 |
) |
|
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|
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|
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|
|
|
Cash flow before financing activities |
|
$ |
(9.1 |
) |
|
$ |
(4.5 |
) |
|
$ |
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities increased $1.9 million primarily due to the decrease in net
income and working capital changes partially offset by the favorable impact of other non-cash
items. The change in working capital was primarily due to an increase in accounts receivable and a
larger increase in inventory partially offset by a larger increase in accounts payable during the
first nine months of 2006 compared with the first nine months of 2005. Accounts receivable
increased due to the increase in sales and inventory and accounts payable increased due to a change
in the timing of inventory purchases for the nine months ended September 30, 2006 compared with the
nine months ended September 30, 2005.
The increase in net cash used for investing activities was due to the acquisition of the Le Gourmet
Chef business in August 2006 partially offset by the proceeds received from HB/PS sale of its
manufacturing facility in Saltillo, Mexico in the second quarter of 2006.
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|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to long-term debt and
revolving credit agreements |
|
$ |
31.4 |
|
|
$ |
22.7 |
|
|
$ |
8.7 |
|
Cash dividends paid to NACCO |
|
|
(23.0 |
) |
|
|
(17.5 |
) |
|
|
(5.5 |
) |
Financing fees paid |
|
|
|
|
|
|
(0.2 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
$ |
8.4 |
|
|
$ |
5.0 |
|
|
$ |
3.4 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities increased $3.4 million in the first nine months of 2006
compared with the first nine months of 2005 primarily due to higher borrowings offset by increased
dividends paid to NACCO for the proceeds from the sale of HB/PS Mexican manufacturing facility in
the nine months ended September 30, 2006 compared with the nine months ended September 30, 2005.
37
Financing Activities
HB/PS financing is provided by a $115.0 million senior secured, floating-rate revolving credit
facility (the HB/PS Facility) that expires in July 2011. The HB/PS Facility was amended during
the second quarter of 2006 to extend the expiration date to July 2011, allow for the disposition of
HB/PS property located in Saltillo, Mexico and the distribution of the cash proceeds on the sale
to NACCO, and increase the annual limit on distributions to NACCO for operating and overhead
expenses from $2.0 million to $2.5 million. The HB/PS Facility is governed by a borrowing base
derived from advance rates against the inventory, accounts receivable and certain trademarks of
HB/PS, as defined in the HB/PS Facility. Adjustments to reserves, including derivative reserves,
will change the eligible borrowing base. A portion of the availability can be denominated in
Canadian dollars to provide funding to HB/PS Canadian subsidiary. Borrowings bear interest at a
floating rate, which can be either a base rate, LIBOR or bankers acceptance rate, as defined in
the HB/PS Facility, plus an applicable margin. The applicable margins, effective September 30,
2006, for base rate loans and LIBOR loans denominated in U.S. dollars were 0.00% and 1.00%,
respectively. The applicable margin, effective September 30, 2006, for base rate and bankers
acceptance loans denominated in Canadian dollars were 0.50% and 1.00%, respectively. The HB/PS
Facility also requires a fee of 0.20% per annum on the unused commitment. The margins and unused
commitment fee are subject to quarterly adjustment based on a leverage ratio. The HB/PS Facility
is secured by substantially all of HB/PS assets.
At September 30, 2006, the borrowing base under the HB/PS Facility was $109.4 million, which had
been reduced for reserves and the excess availability requirement, as defined in the HB/PS
Facility. Borrowings outstanding under the HB/PS Facility were $66.7 million at September 30,
2006. Therefore, at September 30, 2006, the remaining availability under the HB/PS Facility was
$42.7 million. The floating rate of interest applicable to the HB/PS Facility at September 30,
2006 was 6.57%, including the floating rate margin.
The HB/PS Facility includes restrictive covenants that, among other things, set limitations on
additional indebtedness, investments, asset sales, capital expenditures and the payment of
dividends to NACCO. The HB/PS Facility also requires HB/PS to meet certain financial tests,
including, but not limited to, maximum leverage and minimum fixed charge ratio tests. At September
30, 2006, HB/PS was in compliance with the covenants in the HB/PS Facility.
KCI maintains a secured, floating-rate revolving line of credit (the KCI Facility) with
availability up to $17.5 million derived from a borrowing base formula using KCIs eligible
inventory. The KCI Facility expires in July 2009. At September 30, 2006, the borrowing base as
defined in the KCI Facility was $17.5 million. Borrowings outstanding under the KCI Facility were
$5.1 million at September 30, 2006. Therefore, at September 30, 2006, the remaining availability
under the KCI Facility was $12.4 million. The KCI Facility requires a fee of 0.25% per annum on
the unused commitment. Borrowings bear interest at LIBOR plus 1.35%. The KCI Facility includes
restrictive covenants that, among other things, limit capital expenditures and require that
borrowings do not exceed $6.5 million for 30 consecutive days from December 15 to February 13. At
September 30, 2006, KCI was in compliance with the covenants in the KCI Facility.
On October
27, 2006, the KCI Facility was amended to increase the availability
to $40.0 million and extend
the expiration date to July 2010.
Housewares believes that funds available under its credit facilities and operating cash flows will
provide sufficient liquidity to meet its operating needs and commitments arising during the next
twelve months and until the current facilities expire in 2009 and 2011.
Contractual Obligations, Contingent Liabilities and Commitments
The Company previously disclosed in its Form 10-K for the year ended December 31, 2005 that
Housewares had purchase and other obligations of approximately $146.7 million. Due to the seasonal
nature of the Housewares business, Housewares has approximately $197.4 million of purchase and
other obligations at September 30, 2006.
Since December 31, 2005, there have been no other significant changes in the total amount of
Housewares contractual obligations or commercial commitments, or the timing of cash flows in
accordance with those obligations as reported on page 61 in the Companys Form 10-K for the year
ended December 31, 2005.
Capital Expenditures
Expenditures for property, plant and equipment were $4.1 million for the first nine months of 2006
and are estimated to be an additional $2.8 million for the remainder of 2006. These planned
capital expenditures are primarily for tooling for new products and KCI store fixtures and
equipment. These expenditures are expected to be funded from internally generated funds and bank
borrowings.
38
Capital Structure
Working capital is significantly affected by the seasonality of the housewares business;
therefore, we have provided a discussion of the changes in Housewares capital structure at
September 30, 2006 compared with both September 30, 2005 and December 31, 2005.
September 30, 2006 Compared with September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
September 30 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
132.2 |
|
|
$ |
134.5 |
|
|
$ |
(2.3 |
) |
Goodwill and other intangibles, net |
|
|
83.7 |
|
|
|
83.8 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
215.9 |
|
|
|
218.3 |
|
|
|
(2.4 |
) |
Advances from NACCO |
|
|
(16.7 |
) |
|
|
(2.5 |
) |
|
|
(14.2 |
) |
Other debt |
|
|
(72.0 |
) |
|
|
(75.9 |
) |
|
|
3.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
127.2 |
|
|
$ |
139.9 |
|
|
$ |
(12.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
41 |
% |
|
|
36 |
% |
|
|
5 |
% |
Total net tangible assets decreased $2.3 million at September 30, 2006 compared with September 30,
2005, primarily as a result of an increase in accounts payable of $18.6 million primarily due to
the timing of inventory purchases in the first nine months of 2006 compared with the first nine
months of 2005 and a decrease in property, plant and equipment of $14.5 million primarily as a
result of the sale of HB/PS manufacturing facility in Saltillo, Mexico in the second quarter of
2006, partially offset by an increase of $19.9 million in inventory due to the timing of inventory
purchases and a $15.0 million increase in accounts receivable due to the increase in sales.
Stockholders equity decreased $12.7 million primarily as a result of the increase in dividends
paid to NACCO. Debt and advances from NACCO increased $10.3 million primarily due to the
acquisition of the Le Gourmet Chef business in August 2006.
September 30, 2006 Compared with December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
132.2 |
|
|
$ |
118.5 |
|
|
$ |
13.7 |
|
Goodwill and other intangibles, net |
|
|
83.7 |
|
|
|
83.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
215.9 |
|
|
|
202.2 |
|
|
|
13.7 |
|
Advances from NACCO |
|
|
(16.7 |
) |
|
|
(2.5 |
) |
|
|
(14.2 |
) |
Other debt |
|
|
(72.0 |
) |
|
|
(54.7 |
) |
|
|
(17.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
127.2 |
|
|
$ |
145.0 |
|
|
$ |
(17.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
41 |
% |
|
|
28 |
% |
|
|
13 |
% |
Total net tangible assets increased $13.7 million at September 30, 2006 compared with December 31,
2005, primarily due to a $66.4 million increase in inventory and a $9.1 million increase in
accounts receivable partially offset by a $54.6 million increase in accounts payable and a $12.1
million decrease in property, plant and equipment. The increase in inventory was primarily due to
the seasonality of the Housewares business and the increase in accounts receivable was primarily
due to the timing of cash receipts. The decrease in property, plant and equipment was due to the
sale of HB/PS manufacturing facility in Saltillo, Mexico in the second quarter of 2006. The change
in accounts payable was mainly due to the timing of inventory purchases.
The increase in debt of $31.5 million at September 30, 2006 was primarily due to dividends paid to
NACCO and for the acquisition of the Le Gourmet Chef business in August 2006. In addition, the
$17.8 million decrease in stockholders equity in the first nine months of 2006 was primarily the
result of dividends paid to NACCO.
39
OUTLOOK
As previously announced, on October 19, 2006, NACCO received a notice from Applica in
which Applica claimed to exercise its right to terminate its merger agreement with NACCO and HB-PS
Holding Company, Inc. The notice also claimed that Applicas Board of Directors authorized Applica
to enter into a written agreement with an Applica shareholder that provides a cash offer to
purchase shares of Applica common stock. NACCO Industries is currently evaluating its options
related to the notice from Applica. However, a decision on any further course of action regarding
Applica has not been made at this time.
NACCO Housewares Group is moderately optimistic that markets for its consumer goods will strengthen
in the fourth quarter of 2006, as the holiday season begins, and in 2007 compared with prior
periods. Current economic conditions affecting consumers, such as energy costs, gasoline costs and
interest rates, have stabilized in the current quarter and are expected to continue to remain
stable into 2007.
Over time, continued product innovation, promotions and branding programs at HB/PS are expected to
strengthen HB/PSs market positions. As a result of its ongoing focus on innovation, HB/PS has a
strong assortment of new products being introduced in the fourth quarter of 2006 and planned for
introduction in 2007. The new products introduced in 2006, as well as those introduced in 2005,
are expected to generate additional product placements at retailers, resulting in increased
revenues and operating profit in the fourth quarter of 2006, and in 2007. However, volume prospects
are difficult to predict because current and new products are dependent on the consumers need for,
and acceptance of, the companys products, as well as the availability of retail shelf space.
HB/PS expects pricing pressure in the fourth quarter of 2006 and in 2007 from suppliers due to
increased commodity costs for resins, copper and aluminum. HB/PS will work to mitigate these
increased costs through price increases, where justified, as well as through programs initiated in
prior years to reduce costs.
HB/PS implemented manufacturing restructuring programs in 2004 and 2005 designed to reduce
operating costs and improve manufacturing efficiencies. These restructuring programs, along with
increased sourcing of products from China, increased volumes and other programs initiated by HB/PS,
are expected to continue to improve results in the fourth quarter of 2006, in 2007 and over time.
The restructuring programs are expected to be completed by the end of 2006. The transfer of the
manufacturing of commercial products from North Carolina to China is expected to be completed in
December 2006. By the end of 2006, the Mexican manufacturing operation is expected to be producing
only blenders and coffee makers for the Mexican and Latin American markets.
KCI expects an increase in revenues in the fourth quarter of 2006 as a result of the recent
acquisition of the Le Gourmet Chef business, the opening of seasonal store locations during the
holiday season and sales at new stores opened since the fourth quarter of 2005. KCI also expects
modest improvements in operations in the last quarter of 2006 stemming from the effects of an
adjustment in its merchandising approach, new product offerings and key programs already in place.
The Le Gourmet Chef acquisition resulted in the addition of 77 stores that KCI is currently
operating and evaluating. Between now and the end of February 2007, the company will determine
which of the 77 store leases will be assumed for the ongoing business. KCI anticipates that the
operating results for the Le Gourmet Chef business will improve as these under-performing stores
are closed and as synergies are achieved through the integration of the business into KCI. As a
result, KCI expects the Le Gourmet Chef business will have increasingly improved results over the course of the fourth quarter of 2006,
generally in 2007, and particularly in the fourth quarter of 2007.
Longer term, KCI expects to continue programs to enhance its merchandise mix, store displays and
appearance and optimize store selling space. It also expects to continue to close under-performing
stores, prudently open new stores, increase internet sales volumes, expand offerings of private
label lines, including Hamilton Beach® and Proctor Silex®-branded non-electric products, and
achieve growth in the Le Gourmet Chef store format, including within enclosed malls, while
maintaining disciplined cost control.
40
THE NORTH AMERICAN COAL CORPORATION
NACoal mines and markets lignite coal primarily as fuel for power generation and provides selected
value-added mining services for other natural resources companies. Lignite is surface mined in
North Dakota, Texas, Louisiana and Mississippi. Total coal reserves approximate 2.3 billion tons
with 1.2 billion tons committed to customers pursuant to long-term contracts. NACoal has six
lignite mining operations: The Coteau Properties Company (Coteau), The Falkirk Mining Company
(Falkirk), The Sabine Mining Company (Sabine), San Miguel Lignite Mining Operations (San
Miguel), Red River Mining Company (Red River) and Mississippi Lignite Mining Company (MLMC).
NACoal also provides dragline mining services (limerock dragline mining operations) for
independently owned limerock quarries in Florida.
Three of NACoals wholly owned subsidiaries: Coteau, Falkirk, and Sabine (collectively, the
project mining subsidiaries) meet the definition of a variable interest entity pursuant to FIN
No. 46, Consolidation of Variable Interest Entities, and are accounted for by the equity method.
The pre-tax earnings of the project mining subsidiaries are included on the line Earnings of
unconsolidated project mining subsidiaries in the Unaudited Condensed Consolidated Statements of
Operations. The Company has included the pre-tax earnings of the project mining subsidiaries as a
component of operating profit because they are an integral part of the Companys business and
operating results. The investment in the project mining subsidiaries is included on the line
Other Non-current Assets in the Unaudited Condensed Consolidated Balance Sheets.
FINANCIAL REVIEW
Lignite tons sold by NACoals operating lignite mines were as follows for the three and nine months
ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Coteau |
|
|
4.0 |
|
|
|
3.8 |
|
|
|
11.2 |
|
|
|
10.9 |
|
Falkirk |
|
|
2.1 |
|
|
|
2.2 |
|
|
|
6.1 |
|
|
|
5.7 |
|
Sabine |
|
|
1.1 |
|
|
|
1.3 |
|
|
|
2.8 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project mining subsidiaries |
|
|
7.2 |
|
|
|
7.3 |
|
|
|
20.1 |
|
|
|
20.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Miguel |
|
|
1.0 |
|
|
|
0.9 |
|
|
|
2.7 |
|
|
|
2.4 |
|
MLMC |
|
|
0.9 |
|
|
|
0.8 |
|
|
|
2.6 |
|
|
|
2.6 |
|
Red River |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-project mines |
|
|
2.1 |
|
|
|
1.9 |
|
|
|
5.9 |
|
|
|
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lignite tons sold |
|
|
9.3 |
|
|
|
9.2 |
|
|
|
26.0 |
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The limerock dragline mining operations delivered 9.6 million and 29.8 million cubic yards of
limerock in the three and nine months ended September 30, 2006, respectively. This compares with
6.5 million and 16.6 million cubic yards of limerock in the three and nine months ended September
30, 2005, respectively.
The results of operations for NACoal were as follows for the three and nine months ended September
30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
38.1 |
|
|
$ |
28.2 |
|
|
$ |
111.0 |
|
|
$ |
85.3 |
|
Operating profit |
|
$ |
10.9 |
|
|
$ |
5.4 |
|
|
$ |
31.1 |
|
|
$ |
17.9 |
|
Interest expense |
|
$ |
(1.7 |
) |
|
$ |
(2.1 |
) |
|
$ |
(5.6 |
) |
|
$ |
(6.7 |
) |
Other income |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Net income |
|
$ |
5.9 |
|
|
$ |
3.3 |
|
|
$ |
19.5 |
|
|
$ |
10.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
35.9 |
% |
|
|
(a |
) |
|
|
23.8 |
% |
|
|
4.4 |
% |
|
|
|
(a) |
|
The effective income tax rate is not meaningful. |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
41
Third Quarter of 2006 Compared with Third Quarter of 2005
The following table identifies the components of the changes in revenues for the third quarter of
2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
28.2 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal mining operations |
|
|
7.6 |
|
Limerock dragline mining operations |
|
|
2.5 |
|
Royalty |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
38.1 |
|
|
|
|
|
Revenues for the third quarter of 2006 increased 35.1% to $38.1 million from $28.2 million in the
third quarter of 2005. The increase in revenues at the consolidated mining operations primarily
resulted from increased production and sales to an additional customer at Red River, an increase in
tons delivered and contractual price escalation at MLMC and an improvement at San Miguel as a
result of the amended contract that was signed in the second quarter of 2006. The increase in
revenues at the limerock dragline mining operations was the result of increased yards delivered in
the third quarter of 2006 primarily due to a full quarter of production at all but one limerock
dragline mining operation.
The following table identifies the components of the changes in operating profit for the third
quarter of 2006 compared with the third quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
5.4 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal and limerock mining operating profit |
|
|
6.7 |
|
Selling, general and administrative expenses |
|
|
0.7 |
|
Acquisition and development of reserves |
|
|
(1.4 |
) |
Royalty |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
10.9 |
|
|
|
|
|
Operating profit increased to $10.9 million in the third quarter of 2006 from $5.4 million in the
third quarter of 2005, primarily due to the same factors affecting revenue in addition to lower
operating expenses at MLMC and lower selling, general and administrative expenses from a reduction
in professional fees. These benefits were partially offset by an increase in expenditures of $1.4
million for the acquisition and development of additional uncommitted coal reserves.
Net income in the third quarter of 2006 increased to $5.9 million from $3.3 million in the third
quarter of 2005 due to the same factors affecting operating profit, partially offset by an increase
in the effective income tax rate for 2006 compared with 2005, which increased primarily as a result
of the tax effect of reduced percentage depletion for U.S. income tax purposes resulting from a
pension contribution made in the third quarter of 2006.
42
First Nine Months of 2006 Compared with First Nine Months of 2005
The following table identifies the components of the changes in revenues for the first nine months
of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
85.3 |
|
|
|
|
|
|
Increase in 2006 from: |
|
|
|
|
Consolidated coal mining operations |
|
|
16.3 |
|
Limerock dragline mining operations |
|
|
9.1 |
|
Royalty |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
111.0 |
|
|
|
|
|
Revenues for the first nine months of 2006 increased to $111.0 million, an increase of 30.1%, from
$85.3 million in the first nine months of 2005. The increase in revenues at the consolidated
mining operations is primarily the result of the contract amendment at San Miguel signed in the
second quarter of 2006 but effective as of January 1, 2006 that has resulted in improved revenues
of $6.7 million for the nine months ended September 30, 2006 compared with the same period in 2005.
Revenues also improved at Red River primarily from increased production and sales to an additional
customer. The increase in revenues at the limerock dragline mining operations was primarily from
increased deliveries as a result of the start-up of three new limerock dragline operations in the
second half of 2005.
The following table identifies the components of the changes in operating profit for the first nine
months of 2006 compared with the first nine months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
17.9 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal and limerock mining operating profit |
|
|
13.6 |
|
Earnings of unconsolidated project mining subsidiaries |
|
|
2.0 |
|
Other |
|
|
0.1 |
|
Acquisition and development of reserves |
|
|
(1.6 |
) |
Selling, general and administrative expenses |
|
|
(0.8 |
) |
Royalty |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
31.1 |
|
|
|
|
|
Operating profit increased to $31.1 million in the first nine months of 2006 from $17.9 million in
the first nine months of 2005, primarily due to an increase in consolidated coal and limerock
dragline mining operating profit. The increase in operating profit was primarily due to a $6.2
million increase in San Miguels operating profit as a result of the contract amendment signed in
the second quarter of 2006. Reduced expenses at the limerock dragline mining operations also
contributed to the increase in operating profit as a result of several operations maturing beyond
the start-up phase and reaching steady production levels, and reduced operating expenses at MLMC as
a result of improved productivity in the first nine months of 2006 compared with the first nine
months of 2005. In addition, the earnings of the unconsolidated project mining subsidiaries
increased due to higher tons delivered and higher contractual prices. These increases were
partially offset by an increase in expenditures for the acquisition and development of additional
uncommitted coal reserves and selling, general and administrative expenses mainly attributable to
higher professional fees.
Net income in the first nine months of 2006 increased to $19.5 million from $10.8 million in the
first nine months of 2005 due to the factors affecting operating profit and reduced interest
expense primarily as a result of lower debt levels and lower interest rates paid on certain of its
floating rate borrowing facilities during the first nine months of 2006. These improvements were
partially offset by a higher effective income tax rate in 2006 compared with 2005 primarily as a
result of reduced percentage depletion for U.S. income tax purposes resulting from a pension
contribution made in the third quarter of 2006.
43
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the nine months ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
19.5 |
|
|
$ |
10.8 |
|
|
$ |
8.7 |
|
Depreciation, depletion and amortization |
|
|
10.2 |
|
|
|
10.7 |
|
|
|
(0.5 |
) |
Other |
|
|
2.6 |
|
|
|
(0.7 |
) |
|
|
3.3 |
|
Working capital changes |
|
|
0.8 |
|
|
|
(2.6 |
) |
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
33.1 |
|
|
|
18.2 |
|
|
|
14.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(11.2 |
) |
|
|
(18.1 |
) |
|
|
6.9 |
|
Proceeds from sale of assets |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(11.1 |
) |
|
|
(17.9 |
) |
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
22.0 |
|
|
$ |
0.3 |
|
|
$ |
21.7 |
|
|
|
|
|
|
|
|
|
|
|
The increase in net cash provided by operating activities was primarily the result of an increase
in net income for the first nine months of 2006 compared with the first nine months of 2005 and
changes in working capital. The favorable change in working capital was primarily the result of
lower intercompany tax receivables.
Capital expenditures for NACoal decreased in the first nine months of 2006 compared with the first
nine months of 2005 primarily as a result of larger investments in new or expanded dragline mining
projects during 2005 compared with 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions (reductions) of long-term debt and
revolving credit agreements |
|
$ |
(13.7 |
) |
|
$ |
5.8 |
|
|
$ |
(19.5 |
) |
Cash dividends paid to NACCO |
|
|
(14.7 |
) |
|
|
(5.7 |
) |
|
|
(9.0 |
) |
Intercompany loans |
|
|
6.5 |
|
|
|
5.7 |
|
|
|
0.8 |
|
Financing fees paid |
|
|
|
|
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
$ |
(21.9 |
) |
|
$ |
5.0 |
|
|
$ |
(26.9 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities decreased primarily due to the use of
available cash to pay down debt and pay increased dividends to NACCO during the first nine months
of 2006 compared with the first nine months of 2005.
Financing Activities
NACoal has an unsecured revolving line of credit of up to $75.0 million and an unsecured term loan
of $45.0 million (the NACoal Facility). The term loan requires annual principal repayments of
$10.0 million and a final principal repayment of $15.0 million in March 2010. The NACoal Facility
expires in March 2010. NACoal had $75.0 million of its revolving credit facility available at
September 30, 2006.
The NACoal Facility has performance-based pricing, which sets interest rates based upon achieving
various levels of debt to EBITDA ratios, as defined in the NACoal Facility. The NACoal Facility
provides for, at NACoals option, Eurodollar loans, which bear interest at LIBOR plus a margin
based on the level of debt to EBITDA ratio achieved, and Base Rate loans, which bear interest at
Base Rates plus the Applicable Margin, as defined in the NACoal Facility. A facility fee, which is
determined based on the level of debt to
44
EBITDA ratio achieved is also applied to the aggregate
revolving line of credit. At September
30, 2006, term loan borrowings outstanding bore interest at LIBOR plus 0.875% and the revolving
credit interest rate was LIBOR plus 0.725%. At September 30, 2006, the revolving credit facility
fee was 0.150% of the unused commitment of the revolving facility.
The NACoal Facility also contains restrictive covenants which require, among other things, NACoal
to maintain certain debt to EBITDA and fixed charge coverage ratios and provides the ability to
make loans, dividends and advances to NACCO, with some restrictions. At September 30, 2006, NACoal
was in compliance with the covenants in the NACoal Facility.
During 2004, NACoal issued unsecured notes totaling $35.0 million in a private placement, which
require annual principal payments of $5.0 million beginning in October 2008 and will mature on
October 4, 2014. These unsecured notes bear interest at a fixed rate of 6.06%, payable
semi-annually on April 4 and October 4. During 2005, in addition to the unsecured notes issued
during 2004, NACoal issued additional unsecured notes totaling $10.0 million in a private placement
(collectively, the NACoal Notes). The additional unsecured notes require annual principal
payments of approximately $1.4 million beginning in October 2008, will mature on October 4, 2014
and bear interest at a fixed rate of 6.14%, payable semi-annually on April 4 and October 4. The
NACoal Notes are redeemable at any time at the option of NACoal, in whole or in part, at an amount
equal to par plus accrued and unpaid interest plus a make-whole premium, if applicable. The
NACoal Notes contain certain covenants and restrictions. These covenants require, among other
things, NACoal to maintain certain net worth, leverage and interest coverage ratios and limit
dividends to NACCO. At September 30, 2006, NACoal was in compliance with the covenants in the
NACoal Notes.
NACoal has a demand note payable to Coteau which bears interest based on the applicable quarterly
federal short-term interest rate as announced from time to time by the Internal Revenue Service.
At September 30, 2006, the balance of the note was $2.5 million and the interest rate was 4.96%.
NACoal has three collateralized notes payable that expire, in accordance with their respective
terms, in 2007 and 2008, and require monthly principal and interest payments at a weighted-average
fixed interest rate of 5.34%. The balance of these notes was $3.8 million at September 30, 2006.
NACoal believes that funds available under the NACoal Facility and operating cash flows will
provide sufficient liquidity to finance all of its scheduled loan principal repayments and its
operating needs and commitments arising during the next twelve months and until the expiration of
the NACoal Facility in 2010.
Contractual Obligations, Contingent Liabilities and Commitments
The Company previously disclosed in its Form 10-K for the year ended December 31, 2005 that NACoal
did not expect to contribute to its pension plans in 2006, however, NACoal elected to voluntarily
contribute approximately $2.4 million to its pension plans in the third quarter of 2006.
Since December 31, 2005, there have been no other significant changes in the total amount of
NACoals contractual obligations or commercial commitments, or the timing of cash flows in
accordance with those obligations as reported on page 69 in the Companys Annual Report on Form
10-K for the year ended December 31, 2005.
Capital Expenditures
Expenditures for property, plant and equipment were $11.2 million during the first nine months of
2006. NACoal estimates that its capital expenditures for the remainder of 2006 will be an
additional $3.8 million, primarily for equipment and improvements at the coal mining operations.
45
Capital Structure
NACoals capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
94.2 |
|
|
$ |
123.8 |
|
|
$ |
(29.6 |
) |
Coal supply agreements and other intangibles, net |
|
|
72.8 |
|
|
|
74.8 |
|
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
167.0 |
|
|
|
198.6 |
|
|
|
(31.6 |
) |
Advances from NACCO |
|
|
(10.6 |
) |
|
|
(4.1 |
) |
|
|
(6.5 |
) |
Other debt |
|
|
(96.5 |
) |
|
|
(110.0 |
) |
|
|
13.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
59.9 |
|
|
$ |
84.5 |
|
|
$ |
(24.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
64 |
% |
|
|
57 |
% |
|
|
7 |
% |
The decrease in total net tangible assets of $29.6 million was primarily due to a $39.7 million
reduction in property, plant and equipment. The reduction in property, plant and equipment was
primarily the result of the adoption of Emerging Issues Task Force (EITF) No. 04-6, which
included a reduction in property, plant and equipment of $41.7 million. See Note 2 to the
Unaudited Condensed Consolidated Financial Statements for further discussion.
The decrease in stockholders equity was primarily from a $27.6 million reduction in retained
earnings for the adoption of EITF No. 04-6 as of January 1, 2006 and dividends paid to NACCO,
partially offset by net income of $19.5 million from the first nine months of 2006.
OUTLOOK
NACoal expects normal levels of lignite coal deliveries in the fourth quarter of 2006 and in 2007,
absent any unanticipated customer power plant outages. The recently signed contract amendment at
San Miguel is expected to continue to affect the fourth quarter of 2006 favorably. In addition,
other programs implemented by NACoal to develop new business, increase efficiencies and reduce
costs are expected to have a continuing positive impact in the fourth quarter of 2006, with further
improvement realized in 2007. These improvements are particularly the result of more favorable
operating conditions at MLMC, increased sales to additional customers at Red River, and reaching a
steady state of production at the newer limerock dragline mining operations. Anticipated contract
escalation adjustments are expected to continue to provide compensation for increased commodity
costs for diesel fuel and steel at all consolidated mining operations.
Deliveries from the limerock dragline mining operations are expected to remain stable in the fourth
quarter of 2006 with a moderate decrease in 2007 as a result of a steady state of production at all
limerock mines beginning in the fourth quarter of 2006 and customer projections for 2007 that
reflect a leveling off in the housing market. However, deliveries and operating results in the
long term could potentially be reduced as a result of a federal court decision affecting customers
limerock mining permits in South Florida. NACoal believes that its customers intend to vigorously
challenge and appeal this ruling.
Over the longer term, NACoal expects to continue its efforts to develop new domestic coal projects
and is encouraged that more new project opportunities may become available, including opportunities
for coal liquefaction, coal gasification and other clean coal technologies, given current prices
for natural gas, the main competing fuel for power plants. Accordingly, expenses for acquisition
and development of additional uncommitted coal reserves are likely to be higher in the fourth
quarter of 2006 and in 2007 compared with prior periods. Further, the company continues to pursue
additional non-coal mining opportunities.
46
NACCO AND OTHER
NACCO and Other includes the parent company operations and Bellaire Corporation (Bellaire), a
non-operating subsidiary of NACCO. While Bellaires results are immaterial, it does have
significant long-term liabilities related to closed mines, primarily from former Eastern U.S.
underground coal mining activities. See additional discussion in Note 7 to the Unaudited Condensed
Consolidated Financial Statements. Cash payments related to Bellaires obligations, net of
internally generated cash, are funded by NACCO and historically have not been material.
FINANCIAL REVIEW
Operating Results
The results of operations at NACCO and Other were as follows for the three and nine months ended
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Operating loss |
|
$ |
(2.6 |
) |
|
$ |
(0.6 |
) |
|
$ |
(4.5 |
) |
|
$ |
(1.4 |
) |
Other income |
|
$ |
0.6 |
|
|
$ |
|
|
|
$ |
1.6 |
|
|
$ |
0.4 |
|
Net income (loss) |
|
$ |
(1.9 |
) |
|
$ |
(0.1 |
) |
|
$ |
(4.5 |
) |
|
$ |
0.6 |
|
Third Quarter of 2006 Compared with Third Quarter of 2005
The increase in operating loss is primarily attributable to $2.0 million of transaction expenses in
the third quarter of 2006 associated with the proposed transaction involving HB/PS parent, HB-PS
Holding Company, Inc. The change in other income in the third quarter of 2006 compared with the
third quarter of 2005 was primarily due to an increase in intercompany interest income at the
parent company as a result of increased intercompany notes receivable from the subsidiaries and
higher investment income from higher average cash balances. The change in net income (loss) for
the third quarter of 2006 compared with the third quarter of 2005 was primarily due to the net
effect of the items impacting operating loss and other income and higher income tax expense.
First Nine Months of 2006 Compared with First Nine Months of 2005
The increase in operating loss in the first nine months of 2006 compared with the operating loss in
the first nine months of 2005 was primarily due to an increase in employee-related expenses and
costs related to the proposed transaction involving HB/PS described previously, partially offset by
higher management fees received from the operating subsidiaries. The change in other income in the
first nine months of 2006 compared with the first nine months of 2005 was primarily attributable to
an increase in interest income due to an increase in intercompany interest income at the parent
company as a result of increased intercompany notes receivable from the subsidiaries and higher
investment income due to higher average cash balances. The increase in other income was partially
offset by the absence of a refund from the Internal Revenue Service recorded in the first half of
2005. The change in net income (loss) for the first nine months of 2006 compared with the first
nine months of 2005 was primarily the result of the increase in the operating loss and the absence
of a $2.8 million tax benefit recognized in the first nine months of 2005 related to the
recognition of previously generated losses in Europe, partially offset by the increase in other
income.
Management Fees
The parent company charges management fees to its operating subsidiaries for services provided by
the corporate headquarters. The NACCO management fees are based upon estimated parent company
resources devoted to providing centralized services and stewardship activities and are allocated
among all NACCO subsidiaries based upon the relative size and complexity of each subsidiary. The
Company believes that the allocation method is reasonable.
Following is a table for comparison of parent company fees for the three and nine months ended
September 30:
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
NINE MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
NACCO fees included in selling, general
and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
2.5 |
|
|
$ |
2.4 |
|
|
$ |
7.5 |
|
|
$ |
7.0 |
|
Housewares |
|
$ |
1.0 |
|
|
$ |
0.9 |
|
|
$ |
2.9 |
|
|
$ |
2.7 |
|
NACoal |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
|
$ |
1.2 |
|
|
$ |
1.1 |
|
LIQUIDITY AND CAPITAL RESOURCES
Although NACCOs subsidiaries have entered into substantial borrowing agreements, NACCO has not
guaranteed the long-term debt or any borrowings of its subsidiaries. The borrowing agreements at
NMHG, HB/PS, KCI and NACoal allow for the payment to NACCO of management fees, dividends and
advances under certain circumstances. Dividends, advances and management fees from its
subsidiaries are the primary sources of cash for NACCO.
The Company believes that funds available under its subsidiaries credit facilities and anticipated
funds to be generated from operations are sufficient to finance all of its scheduled principal
repayments, operating needs and commitments arising during the next twelve months and until the
expiration of its subsidiaries credit facilities.
Contractual Obligations, Contingent Liabilities and Commitments
The Company previously disclosed in its Form 10-K for the year ended December 31, 2005 that
Bellaire did not expect to contribute to its pension plans in 2006, however Bellaire elected to
voluntarily contribute approximately $0.3 million in third quarter of 2006.
Since December 31, 2005, there have been no other significant changes in the total amount of NACCO
and Other contractual obligations or commercial commitments, or the timing of cash flows in
accordance with those obligations, as reported in the Companys Annual Report on Form 10-K for the
year ended December 31, 2005.
48
Capital Structure
NACCOs consolidated capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
697.0 |
|
|
$ |
689.3 |
|
|
$ |
7.7 |
|
Goodwill, coal supply agreements and other intangibles, net |
|
|
509.6 |
|
|
|
510.1 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
1,206.6 |
|
|
|
1,199.4 |
|
|
|
7.2 |
|
Total debt |
|
|
(458.6 |
) |
|
|
(467.2 |
) |
|
|
8.6 |
|
Closed mine obligations (Bellaire), including UMWA, net-of-tax |
|
|
(28.2 |
) |
|
|
(28.9 |
) |
|
|
0.7 |
|
Minority interest |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
719.7 |
|
|
$ |
703.3 |
|
|
$ |
16.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
39 |
% |
|
|
40 |
% |
|
|
(1 |
%) |
49
EFFECTS OF FOREIGN CURRENCY
NMHG and Housewares operate internationally and enter into transactions denominated in foreign
currencies. As such, the Companys financial results are subject to the variability that arises
from exchange rate movements. The effects of foreign currency fluctuations on revenues, operating
profit and net income at NMHG and Housewares are addressed in the previous discussions of operating
results. See also Item 3, Quantitative and Qualitative Disclosures About Market Risk, in Part I
of this Form 10-Q.
FORWARD-LOOKING STATEMENTS
The statements contained in this Form 10-Q that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are made subject to certain
risks and uncertainties, which could cause actual results to differ materially from those presented
in these forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events or circumstances
that arise after the date hereof. Such risks and uncertainties with respect to each subsidiarys
operations include, without limitation:
NMHG: (1) reduction in demand for lift trucks and related aftermarket parts and service on a
worldwide basis, especially in the U.S. where NMHG derives a majority of its sales, (2) changes in
sales prices, (3) delays in delivery or increases in costs of raw materials or sourced products and
labor, (4) customer acceptance of, changes in the prices of, or delays in the development of new
products, (5) introduction of new products by, or more favorable product pricing offered by, NMHGs
competitors, (6) delays in manufacturing and delivery schedules, (7) changes in or unavailability
of suppliers, (8) exchange rate fluctuations, changes in foreign import tariffs and monetary
policies and other changes in the regulatory climate in the foreign countries in which NMHG
operates and/or sells products, (9) product liability or other litigation, warranty claims or
returns of products, (10) delays in or increased costs of restructuring programs, (11) the
effectiveness of the cost reduction programs implemented globally, including the successful
implementation of procurement and sourcing initiatives, (12) acquisitions and/or dispositions of
dealerships by NMHG and (13) changes mandated by federal and state regulation including health,
safety or environmental legislation.
Housewares: (1) changes in the sales prices, product mix or levels of consumer purchases of
kitchenware and small electric appliances, (2) bankruptcy of or loss of major retail customers or
suppliers, (3) changes in costs, including transportation costs, of raw materials, key component
parts or sourced products, (4) delays in delivery or the unavailability of raw materials, key
component parts or sourced products, (5) changes in suppliers, (6) exchange rate fluctuations,
changes in the foreign import tariffs and monetary policies and other changes in the regulatory
climate in the foreign countries in which Hamilton Beach/Proctor-Silex buys, operates and/or sells
products, (7) product liability, regulatory actions or other litigation, warranty claims or returns
of products, (8) customer acceptance of, changes in costs of, or delays in the development of new
products, (9) delays in or increased costs of restructuring programs, (10) increased competition,
including consolidation within the industry, (11) gasoline prices, weather conditions or other
events that would affect the number of customers visiting Kitchen Collection stores, (12) the
ability to successfully integrate the Le Gourmet Chef business into Kitchen Collection and (13)
uncertainty related to the merger agreement with Applica.
NACoal: (1) weather conditions, extended power plant outages or other events that would change the
level of customers lignite or limerock requirements, (2) weather or equipment problems that could
affect lignite or limerock deliveries to customers, (3) changes in mining permit requirements that
could affect deliveries to customers, (4) changes in costs related to geological conditions,
repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (5)
costs to pursue and develop new mining opportunities, (6) changes in U.S. regulatory requirements,
including changes in power plant emission regulations and (7) changes in the power industry that would affect
demand for NACoals reserves.
50
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See pages 78, F-13, F-28 and F-29 of the Companys Form 10-K for the year ended December 31, 2005
for a discussion of its derivative hedging policies and use of financial instruments. There have
been no material changes in the Companys market risk exposures since December 31, 2005.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: An evaluation was carried out under the
supervision and with the participation of the Companys management, including the principal
executive officer and the principal financial officer, of the effectiveness of the Companys
disclosure controls and procedures as of the end of the period covered by this report. Based on
that evaluation, these officers have concluded that the Companys disclosure controls and
procedures are effective.
Changes in internal control over financial reporting: During the third quarter of 2006, there have
been no changes in the Companys internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Companys internal control over
financial reporting.
51
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 1A Risk Factors
The Risk Factors included in our Annual Report on Form 10-K for the year ended December
31, 2005 have not materially changed other than as set forth below.
NMHGs business may be subject to retaliatory duties imposed by the European Union.
This Risk Factor is no longer applicable since the U.S. Congress voted to repeal certain
tax benefits for U.S. companies contained in the American Jobs Creation Act of 2004. As
a result, in May 2006, the European Union repealed the regulation which imposed
additional duties to be applied to forklift trucks imported into Europe from the United
States were eliminated in May 2006.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits
See Exhibit index on Page 54 of this quarterly report on Form 10-Q.
52
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
NACCO Industries, Inc. |
|
|
|
|
|
(Registrant) |
|
|
|
Date November 2, 2006
|
|
/s/ Kenneth C. Schilling |
|
|
|
|
|
Kenneth C. Schilling |
|
|
Vice President and Controller |
|
|
(Authorized Officer and Principal |
|
|
Financial and Accounting Officer) |
53
Exhibit Index
|
|
|
Exhibit |
|
|
Number* |
|
Description of Exhibits |
2.1
|
|
Agreement and Plan of Merger, dated as of July 23, 2006, between HB-PS Holding Company, Inc.
and Applica Incorporated, and joined in by NACCO Industries, Inc. for the specific purposes
therein provided is incorporated herein by reference to Exhibit 2.1 to the Companys Current
Report on Form 8-K, filed on July 27, 2006, Commission File Number 1-9172. |
|
|
|
2.2
|
|
Spin Off Agreement, dated as of July 23, 2006, among NACCO Industries, Inc., Housewares
Holding Company, HB-PS Holding Company, Inc. and Hamilton Beach/Proctor-Silex, Inc. is
incorporated herein by reference to Exhibit 2.2 to the Companys Current Report on Form 8-K,
filed on July 27, 2006, Commission File Number 1-9172. |
|
|
|
10.1
|
|
Second Amendment to the Amended and Restated Credit Agreement, dated December 19, 2005, by
and among NMHG Holding Co., certain of its subsidiaries, the Lenders, as defined in the Credit
Agreement, and Citicorp North America, Inc., as administrative agent for the Lenders is
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed on July 27, 2006, Commission File Number 1-9172. |
|
|
|
10.2
|
|
Amendment No. 2 to the Credit Agreement, dated March 8, 2005, by and among The North American
Coal Corporation, the Lenders, as defined in the Credit Agreement, and Citibank, N.A., as
agent for the Lenders is incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K, filed on August 2, 2006, Commission File Number 1-9172. |
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10.3
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Amendment No. 1 to The North American Coal Corporation Value Appreciation Plan For Years 2000
to 2009 (As Amended and Restated as of January 1, 2005) is incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on August 14,
2006, Commission File Number 1-9172. |
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10.4
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The North American Coal Corporation Value Appreciation Plan For Years 2006 to 2015 (Effective
as of January 1, 2006) is incorporated herein by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed by the Company on August 14, 2006, Commission File Number
1-9172. |
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10.5
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Agreement for Services between NMHG Oregon, LLC and Reginald R. Eklund, Effective July 1,
2006 is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed by the Company on September 6, 2006, Commission File Number 1-9172. |
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31(i)(1)
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Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the
Exchange Act |
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31(i)(2)
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Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act |
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32
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling |
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* |
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Numbered in accordance with Item 601 of Regulation S-K. |
54