NACCO Industries, Inc. 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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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 March 31, 2008
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 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S Employer Identification No.) |
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5875 LANDERBROOK DRIVE, CLEVELAND, OHIO
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44124-4017 |
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(Address of principal executive offices)
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(Zip code) |
(440) 449-9600
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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 April 25,
2008 6,674,275
Number of shares of Class B Common Stock outstanding at
April 25, 2008 1,607,342
NACCO INDUSTRIES, INC.
TABLE OF CONTENTS
1
Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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MARCH 31 |
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DECEMBER 31 |
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2008 |
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2007 |
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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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$ |
222.3 |
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$ |
281.4 |
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Accounts receivable, net |
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476.0 |
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512.5 |
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Inventories |
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613.4 |
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551.5 |
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Deferred income taxes |
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48.4 |
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51.1 |
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Prepaid expenses and other |
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68.6 |
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38.3 |
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Total Current Assets |
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1,428.7 |
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1,434.8 |
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Property, Plant and Equipment, Net |
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378.3 |
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374.2 |
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Goodwill |
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444.2 |
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441.9 |
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Coal Supply Agreements and Other Intangibles, Net |
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70.3 |
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71.0 |
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Long-term Deferred Income Taxes |
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17.5 |
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17.6 |
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Other Non-current Assets |
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88.5 |
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88.7 |
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Total Assets |
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$ |
2,427.5 |
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$ |
2,428.2 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
498.9 |
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$ |
505.2 |
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Revolving credit agreements not guaranteed by the parent company |
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96.8 |
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31.9 |
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Current maturities of long-term debt not guaranteed by the parent company |
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39.4 |
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35.2 |
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Accrued payroll |
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33.0 |
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63.8 |
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Deferred revenue |
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16.7 |
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18.4 |
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Other current liabilities |
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189.3 |
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202.0 |
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Total Current Liabilities |
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874.1 |
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856.5 |
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Long-term Debt not guaranteed by the parent company |
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419.1 |
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439.5 |
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Pension and Other Post-retirement Obligations |
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72.0 |
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74.2 |
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Long-term Deferred Income Taxes |
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7.3 |
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Other Long-term Liabilities |
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157.4 |
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165.9 |
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Total Liabilities |
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1,529.9 |
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1,536.1 |
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Stockholders Equity |
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Common stock: |
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Class A, par value $1 per share, 6,674,275 shares
outstanding (2007 - 6,661,102 shares outstanding) |
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6.7 |
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6.7 |
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Class B, par value $1 per share, convertible into Class A on a
one-for-one basis, 1,607,342 shares outstanding
(2007 - 1,607,442 shares outstanding) |
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1.6 |
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1.6 |
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Capital in excess of par value |
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14.6 |
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14.1 |
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Retained earnings |
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853.1 |
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855.6 |
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Accumulated other comprehensive income (loss): |
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Foreign currency translation adjustment |
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78.1 |
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66.8 |
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Deferred loss on cash flow hedging |
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(11.5 |
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(5.7 |
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Pension and post-retirement plan adjustment |
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(45.0 |
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(47.0 |
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897.6 |
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892.1 |
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Total Liabilities and Stockholders Equity |
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$ |
2,427.5 |
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$ |
2,428.2 |
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See notes to unaudited condensed consolidated financial statements.
2
NACCO
INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED |
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MARCH 31 |
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2008 |
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2007 |
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(In millions, except per share data) |
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Revenues |
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$ |
865.0 |
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$ |
803.9 |
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Cost of sales |
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737.4 |
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672.9 |
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Gross Profit |
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127.6 |
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131.0 |
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Earnings of unconsolidated project mining subsidiaries |
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8.6 |
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9.3 |
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Operating Expenses |
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Selling, general and administrative expenses |
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124.0 |
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122.9 |
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Restructuring charge |
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0.6 |
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2.4 |
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124.6 |
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125.3 |
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Operating Profit |
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11.6 |
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15.0 |
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Other income (expense) |
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Interest expense |
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(11.0 |
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(8.0 |
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Interest income |
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3.1 |
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2.1 |
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Income from other unconsolidated affiliates |
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1.8 |
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1.5 |
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Other |
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(2.1 |
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(1.9 |
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(8.2 |
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(6.3 |
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Income Before Income Taxes and Minority Interest |
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3.4 |
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8.7 |
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Income tax provision |
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0.7 |
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2.2 |
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Income Before Minority Interest |
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2.7 |
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6.5 |
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Minority interest income |
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0.1 |
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Net Income |
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$ |
2.7 |
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$ |
6.6 |
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Comprehensive Income |
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$ |
10.2 |
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$ |
11.6 |
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Basic and Diluted Earnings per Share |
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$ |
0.33 |
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$ |
0.80 |
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Dividends per Share |
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$ |
0.5000 |
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$ |
0.4800 |
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Basic Weighted Average Shares Outstanding |
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8.275 |
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8.252 |
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Diluted Weighted Average Shares Outstanding |
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8.282 |
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8.267 |
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See notes to unaudited condensed consolidated financial statements.
3
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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THREE MONTHS ENDED |
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MARCH 31 |
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2008 |
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2007 |
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(In millions) |
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Operating Activities |
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Net income |
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$ |
2.7 |
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$ |
6.6 |
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Adjustments to reconcile net income
to net cash used for operating activities: |
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Depreciation, depletion and amortization |
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15.4 |
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15.0 |
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Amortization of deferred financing fees |
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0.5 |
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0.5 |
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Deferred income taxes |
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14.2 |
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3.5 |
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Restructuring charges |
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0.6 |
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2.4 |
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Minority interest income |
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(0.1 |
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Other |
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1.7 |
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3.5 |
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Working capital changes: |
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Accounts receivable |
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35.6 |
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11.4 |
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Inventories |
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(50.2 |
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(5.8 |
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Other current assets |
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(27.1 |
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(10.4 |
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Accounts payable |
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(15.2 |
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(42.1 |
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Other liabilities |
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(63.4 |
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(53.4 |
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Net cash used for operating activities |
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(85.2 |
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(68.9 |
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Investing Activities |
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Expenditures for property, plant and equipment |
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(18.0 |
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(18.2 |
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Proceeds from the sale of assets |
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1.8 |
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1.0 |
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Net cash used for investing activities |
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(16.2 |
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(17.2 |
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Financing Activities |
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Additions to long-term debt |
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8.3 |
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7.3 |
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Reductions of long-term debt |
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(25.8 |
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(19.0 |
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Net additions to revolving credit agreements |
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62.2 |
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22.8 |
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Cash dividends paid |
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(4.1 |
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(4.0 |
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Net cash provided by financing activities |
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40.6 |
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7.1 |
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Effect of exchange rate changes on cash |
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1.7 |
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(0.5 |
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Cash and Cash Equivalents |
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Decrease for the period |
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(59.1 |
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(79.5 |
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Balance at the beginning of the period |
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281.4 |
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196.7 |
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Balance at the end of the period |
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$ |
222.3 |
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$ |
117.2 |
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See notes to unaudited condensed consolidated financial statements.
4
NACCO INDUSTRIES, INC. AND SUBSIDIAIRIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
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THREE MONTHS ENDED |
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MARCH 31 |
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2008 |
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2007 |
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(In millions, except per share data) |
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Class A Common Stock |
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$ |
6.7 |
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$ |
6.7 |
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Class B Common Stock |
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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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Beginning balance |
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14.1 |
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12.5 |
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Shares issued under stock compensation plans |
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0.5 |
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0.5 |
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14.6 |
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13.0 |
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Retained Earnings |
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Balance as of December 31: |
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2007 |
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855.6 |
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2006 |
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792.5 |
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Cumulative effect of accounting change for SFAS No. 158,
net of $0.5 tax benefit |
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(1.1 |
) |
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Cumulative effect of accounting change for FIN No. 48 |
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(9.8 |
) |
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Beginning balance |
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854.5 |
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782.7 |
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Net income |
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2.7 |
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6.6 |
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Cash dividends on Class A and Class B common stock: |
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2008 $0.5000 per share |
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(4.1 |
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2007 $0.4800 per share |
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(4.0 |
) |
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853.1 |
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785.3 |
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Accumulated Other Comprehensive Income (Loss) |
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Beginning balance |
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14.1 |
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(20.2 |
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Foreign currency translation adjustment |
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11.3 |
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4.2 |
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Reclassification of hedging activity into earnings |
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0.3 |
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(0.3 |
) |
Current period cash flow hedging activity |
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(6.1 |
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(0.3 |
) |
Cumulative effect of accounting change for SFAS No. 158 |
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1.0 |
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Reclassification of pension and post-retirement
activities into earnings |
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1.0 |
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1.4 |
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21.6 |
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(15.2 |
) |
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Total Stockholders Equity |
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$ |
897.6 |
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$ |
791.4 |
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|
See notes to unaudited condensed consolidated financial statements.
5
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(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 upon consolidation. 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 Brands, Inc. (HBB) and The Kitchen
Collection, Inc. (KC).
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, sale and leasing 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. Housewares consists of two
reportable segments: HBB, a leading designer, marketer and distributor of small electric household
appliances, as well as commercial products for restaurants, bars and hotels, and KC, 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 March 31, 2008 and the results of
its operations for the three months ended March 31, 2008 and 2007 and the results of its cash flows
and changes in stockholders equity for the three months ended March 31, 2008 and 2007 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, 2007.
The balance sheet at December 31, 2007 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 months ended March 31, 2008 are not necessarily indicative of the
results that may be expected for the remainder of the year ending December 31, 2008. Because the
housewares business is seasonal, a majority of revenues and operating profit typically 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, 2007.
Note 2 Recently Issued Accounting Standards
SFAS No. 158: In September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (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 accumulated other comprehensive income (loss) (OCI) and measure defined
benefit plan assets and obligations as of the date of the employers statement of financial
position. 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. As of December 31, 2006, the Company adopted the recognition and disclosure
provisions of SFAS No. 158. The Company will change the measurement date of its postretirement
benefit plans from September 30 to the date of its
6
statement of financial position as of December
31, 2008. As a result, an adjustment of three-fifteenths of the net periodic benefit cost
determined for the period from September 30, 2007 to December 31, 2008 was recorded to opening
retained earnings on January 1, 2008. The remaining twelve-fifteenths will be recognized as net periodic benefit
cost during 2008. See Note 8 for further discussion of the effect of adopting the measurement date
provisions of SFAS No. 158 on the Companys Unaudited Condensed Consolidated Financial Statements.
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 for financial assets and liabilities, and for fiscal
years beginning after November 15, 2008 for nonfinancial assets and liabilities. The adoption of
SFAS No. 157 for financial assets and liabilities did not have a material effect on the Companys
financial position or results of operations.
The Company measures its derivatives at fair value on a recurring basis using significant
observable inputs, which is Level 2 as defined in the SFAS No. 157 fair value hierarchy. The
Company uses a present value technique which incorporates the LIBOR swap curve, foreign currency
spot rates and foreign currency forward rates to value its derivatives, including its interest rate
swap agreements and foreign currency exchange contracts, and also incorporates the effect of its
subsidiary and counterparty credit risk into the valuation. The fair value of derivative assets
was $2.3 million and the fair value of derivative liabilities was $20.3 million at March 31, 2008.
SFAS No. 159: In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. The pronouncement also establishes presentation and disclosure
requirements to facilitate comparisons between entities that choose different measurement
attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company did not elect to measure its financial instruments
or any other items at fair value as permitted by SFAS No. 159. Therefore, the adoption of SFAS No.
159 did not have a material effect on the Companys financial position or results of operations.
SFAS No. 141R: In December 2007, the FASB issued SFAS No. 141R, Business Combinations. SFAS No.
141R modifies the accounting for business combinations by requiring that acquired assets and
assumed liabilities be recorded at fair value, contingent consideration arrangements be recorded at
fair value on the date of the acquisition and preacquisition contingencies will generally be
accounted for in purchase accounting at fair value. The pronouncement also requires that
transaction costs be expensed as incurred, acquired research and development be capitalized as an
indefinite-lived intangible asset and the requirements of SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, be met at the acquisition date in order to accrue for
a restructuring plan in purchase accounting. SFAS No. 141R is required to be adopted prospectively
effective for fiscal years beginning after December 15, 2008.
SFAS No. 160: In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51. SFAS No. 160 modifies the
reporting for noncontrolling interests in the balance sheet and minority interest income (expense)
in the income statement. The pronouncement also requires that increases and decreases in the
noncontrolling ownership interest amount be accounted for as equity transactions. SFAS No. 160 is
required to be adopted prospectively, with limited exceptions, effective for fiscal years beginning
on or after December 15, 2008. The Company is currently evaluating the effect the adoption of SFAS
No. 160 will have on its financial position, results of operations and related disclosures.
SFAS No. 161: In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No. 133. SFAS No. 161
modifies existing requirements to include qualitative disclosures regarding the objectives and
strategies for using derivatives, fair value amounts of gains and losses on derivative instruments
and disclosures about credit-risk-related contingent features in derivative agreements. The
pronouncement also requires the cross-referencing of derivative disclosures within the financial
statements and notes thereto. The requirements of SFAS No. 161 are effective for interim and
annual periods beginning after November 15, 2008. The Company will include the additional
disclosures required in its financial statements upon adoption of SFAS No. 161.
Reclassifications: Certain amounts in the prior periods Consolidated Financial Statements have
been reclassified to conform to the current periods presentation.
Note 3 Restructuring
NMHG 2007 Restructuring Programs
During 2007, NMHGs Board of Directors approved a plan to phase out production of current product
at its facility in Irvine, Scotland by early 2009, change the product mix at its Craigavon,
Northern Ireland facility and increase production at its Berea, Kentucky and Sulligent, Alabama
plants in the United States and at its Ramos Arizpe facility in Mexico. As a result, NMHG
Wholesale recognized a charge of approximately $5.5 million in 2007. Of this amount, $5.2 million
related to severance and $0.3 million related to other costs of the restructuring. During
7
the first three months of 2008, NMHG recognized an additional charge of $0.6 million, which is
classified in the Unaudited Condensed Consolidated Statement of Operations on the line
Restructuring charge. Of this amount, $0.2 million related to severance and $0.4 million related
to other costs of the restructuring. Payments of $0.4 million were made
for other costs related to the restructuring during the first three months of 2008. Payments
related to this restructuring plan are expected to be made through early 2009.
In addition, the Company anticipates that it will incur subsequent charges, which were not eligible
for accrual at March 31, 2008, totaling approximately $1.9 million for additional severance and
other costs related to the restructuring, which includes approximately $1.8 million during the
remainder of 2008 and $0.1 million during 2009.
During 2007, NMHG Wholesales management approved a plan for The Netherlands manufacturing facility
to outsource its welding and painting operations to a third party in a lower cost country. As a
result, NMHG Wholesale recognized a charge of approximately $2.5 million in the first quarter of
2007, which is classified in the Unaudited Condensed Consolidated Statement of Operations on the
line Restructuring charge. Of this amount, a cash charge of $1.1 million related to severance
and $1.4 million related to a non-cash asset impairment charge for equipment, which was determined
based on current estimated market values for similar assets compared with the net book value of
these assets. The Company does not expect to incur any additional charges related to this
restructuring plan. Severance payments of $0.1 million were made to three employees during the
first three months of 2008. No further payments related to this restructuring plan are expected.
Following is the detail of the cash and non-cash charges related to the NMHG restructuring
programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charges |
|
|
Total charges |
|
|
Charges incurred in |
|
|
Additional charges |
|
|
|
expected to be |
|
|
incurred through |
|
|
the three months |
|
|
expected to be |
|
|
|
incurred |
|
|
December 31, 2007 |
|
|
ended
March 31, 2008 |
|
|
incurred |
|
Cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
$ |
7.2 |
|
|
$ |
6.3 |
|
|
$ |
0.2 |
|
|
$ |
0.7 |
|
Other |
|
|
1.9 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.1 |
|
|
|
6.6 |
|
|
|
0.6 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment |
|
|
1.4 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charges |
|
$ |
10.5 |
|
|
$ |
8.0 |
|
|
$ |
0.6 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Following is an analysis of the activity related to the NMHG restructuring liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
|
Other |
|
|
Total |
|
Balance at January 1, 2008 |
|
$ |
5.3 |
|
|
$ |
|
|
|
$ |
5.3 |
|
Provision |
|
|
0.2 |
|
|
|
0.4 |
|
|
|
0.6 |
|
Payments |
|
|
(0.1 |
) |
|
|
(0.4 |
) |
|
|
(0.5 |
) |
Foreign currency effect |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008 |
|
$ |
5.3 |
|
|
$ |
|
|
|
$ |
5.3 |
|
|
|
|
|
|
|
|
|
|
|
HBB 2006 Restructuring Program
During 2006, HBBs management approved a plan for the Saltillo, Mexico facility to phase out
production of blenders and coffeemakers for the Mexican and Latin American markets. Blenders and
coffeemakers for the Mexican and Latin American markets are now sourced from third-party suppliers.
As a result, HBB has recognized total charges of approximately $2.5 million through December 31,
2007. Of this amount, $1.2 million related to lease termination costs for machinery and equipment
no longer in use, $1.1 million related to severance and $0.1 million was for other costs related to
the restructuring. Also included in the restructuring charge was a $0.1 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. There were no
additional charges recognized in the first quarter of 2008. Lease payments of $0.1 million and
$0.3 million were made during the first quarter of 2008 and 2007, respectively. No further charges
or payments related to this restructuring plan are expected.
8
HBB 2005 Restructuring Program
During 2005, HBBs management approved a plan for the Saltillo, Mexico facility to phase out
production of blenders for the U.S. and Canadian markets and only produce blenders for the Mexican
and Latin American markets. Blenders for the U.S. and Canadian markets are now sourced from
third-party Chinese manufacturers. As such, HBB has recognized total charges of approximately $3.9
million through December 31, 2007. Of this amount, $2.3 million
related to severance, $0.9 million related to lease termination costs for machinery and equipment
no longer in use, $0.3 million related to other costs and $0.2 million related to the non-cash
write-down of excess inventory. Also included in the restructuring charge was 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. There
were no additional charges recognized in the first quarter of 2008. Severance payments of $0.2
million were made to 31 employees during the first quarter of 2007. No further charges or payments
related to this restructuring plan are expected.
HBB 2004 Restructuring Program
During 2004, the HBB Board of Directors approved managements plan to restructure HBBs
manufacturing activities by closing the Sotec manufacturing facility located near Juarez, Mexico
and consolidating all remaining activities into its Saltillo, Mexico facility. In addition, HBB
closed its El Paso, Texas distribution center and consolidated these activities into its Memphis,
Tennessee distribution center. As such, HBB has recognized total charges of approximately $9.2
million through December 31, 2007. Of this amount, $3.9 million related to lease termination costs
for closed facilities and machinery and equipment no longer in use, $1.9 million related to
severance, $0.3 million related to the non-cash write-down of excess inventory and $0.1 million
related to other expenses. Also included in the restructuring charge was 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. There were no
additional charges recognized in the first quarter of 2008. Severance payments of $0.2 million
were made to 17 employees during the first quarter of 2007. No further charges or payments related
to this restructuring plan are expected.
Following is an analysis of the activity related to the restructuring liability:
|
|
|
|
|
|
|
Lease |
|
|
|
Impairment |
|
Balance at January 1, 2008 |
|
$ |
0.1 |
|
Payments |
|
|
(0.1 |
) |
|
|
|
|
Balance at March 31, 2008 |
|
$ |
|
|
|
|
|
|
9
Note 4 Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
MARCH 31 |
|
|
DECEMBER 31 |
|
|
|
2008 |
|
|
2007 |
|
Manufactured inventories: |
|
|
|
|
|
|
|
|
Finished goods and service parts - |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
230.5 |
|
|
$ |
180.8 |
|
HBB |
|
|
87.5 |
|
|
|
79.0 |
|
|
|
|
|
|
|
|
|
|
|
318.0 |
|
|
|
259.8 |
|
|
|
|
|
|
|
|
|
|
Raw materials and work in process - |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
|
257.0 |
|
|
|
246.5 |
|
HBB |
|
|
2.1 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
259.1 |
|
|
|
248.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total manufactured inventories |
|
|
577.1 |
|
|
|
508.6 |
|
|
|
|
|
|
|
|
|
|
Retail inventories: |
|
|
|
|
|
|
|
|
NMHG Retail |
|
|
26.9 |
|
|
|
25.5 |
|
KC |
|
|
46.5 |
|
|
|
48.3 |
|
|
|
|
|
|
|
|
Total retail inventories |
|
|
73.4 |
|
|
|
73.8 |
|
|
|
|
|
|
|
|
|
Total inventories at FIFO |
|
|
650.5 |
|
|
|
582.4 |
|
|
|
|
|
|
|
|
|
|
Coal NACoal |
|
|
12.8 |
|
|
|
12.3 |
|
Mining supplies NACoal |
|
|
11.2 |
|
|
|
11.9 |
|
|
|
|
|
|
|
|
Total inventories at weighted average |
|
|
24.0 |
|
|
|
24.2 |
|
|
|
|
|
|
|
|
|
|
LIFO reserve: |
|
|
|
|
|
|
|
|
NMHG |
|
|
(57.5 |
) |
|
|
(56.4 |
) |
HBB |
|
|
(3.6 |
) |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
(61.1 |
) |
|
|
(55.1 |
) |
|
|
|
|
|
|
|
|
|
$ |
613.4 |
|
|
$ |
551.5 |
|
|
|
|
|
|
|
|
The cost of certain manufactured and retail inventories, including service parts, has been
determined using the last-in, first-out (LIFO) method of inventory valuation. At March 31, 2008
and December 31, 2007, 50% and 51%, 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.
HBBs LIFO inventory value at December 31, 2007 exceeded its first-in, first-out (FIFO) inventory
value primarily due to prior years 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 FASB Interpretation (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
10
subsidiaries or absorb any expected losses without additional support from the utility customers.
As a result, NACoal is not the primary beneficiary and does not consolidate these entities
financial position or results of operations. The pre-tax income from the project mining
subsidiaries is reported on the line Earnings of unconsolidated project mining subsidiaries in
the Unaudited Condensed Consolidated Statements of Operations with related taxes included in the
provision for income taxes. The Company has included the pre-tax earnings of the project mining
subsidiaries above operating profit as they are an integral component of the Companys business and
operating results. The investment in the project mining subsidiaries and related tax assets and
liabilities are included on the line Other Non-current Assets in the Unaudited Condensed
Consolidated Balance Sheets. The Companys risk of loss relating to these entities is limited to
its invested capital and accumulated undistributed earnings, which were $4.7 million at March 31,
2008 and $5.1 million at December 31, 2007.
Summarized financial information for the project mining subsidiaries is as follows:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
MARCH 31 |
|
|
2008 |
|
2007 |
Revenues |
|
$ |
80.9 |
|
|
$ |
76.8 |
|
Gross profit |
|
$ |
12.7 |
|
|
$ |
13.8 |
|
Income before income taxes |
|
$ |
8.6 |
|
|
$ |
9.3 |
|
Income from continuing operations |
|
$ |
6.6 |
|
|
$ |
7.5 |
|
Net income |
|
$ |
6.6 |
|
|
$ |
7.5 |
|
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 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-Yale 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 based on current market prices. 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. The Companys
equity investments are included on the line Other Non-current Assets in the Unaudited Condensed
Consolidated Balance Sheets. At March 31, 2008 and December 31, 2007, NMHGs investment in NFS was
$12.8 million and $15.0 million, respectively, and NMHGs investment in SN was $23.5 million and
$22.7 million, respectively.
Summarized financial information for these equity investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
MARCH 31 |
|
|
2008 |
|
2007 |
Revenues |
|
$ |
101.9 |
|
|
$ |
84.1 |
|
Gross profit |
|
$ |
29.2 |
|
|
$ |
24.4 |
|
Income from continuing operations |
|
$ |
6.3 |
|
|
$ |
5.6 |
|
Net income |
|
$ |
6.3 |
|
|
$ |
5.6 |
|
Note 6 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.
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
11
subject to recourse or repurchase obligations at March 31, 2008 and December 31, 2007
were $241.5 million and $251.7 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
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 March 31, 2008 was
approximately $272.6 million based on Company estimates. The Company estimates the fair value of
the collateral using information regarding the original sales price, the current age of the
equipment and general market conditions that influence the value of both new and used lift trucks.
NMHG has a 20% ownership interest in NFS, a joint venture with GECC formed primarily for the
purpose of providing financial services to independent Hyster® and Yale® lift
truck dealers and National Account customers in the United States. NMHGs ownership in NFS is
accounted for using the equity method of accounting. Generally, NMHG sells lift trucks through its
independent dealer network or directly to customers. These dealers and customers may enter into a
financing transaction with NFS or other unrelated third parties. NFS provides debt financing to
dealers and lease financing to both dealers and customers. On occasion, the credit quality of a
customer or concentration issues within GECC may necessitate providing standby recourse or
repurchase obligations or a guarantee of the residual value of the lift trucks purchased by
customers and financed through NFS. At March 31, 2008, approximately $171.7 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 March 31, 2008 the amount of NFS debt
guaranteed by NMHG was $221.1 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 certain series of lift trucks, NMHG provides an extended powertrain warranty
of two years as part of the standard warranty. HBB 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 HBBs customer, the retailer. Generally, the retailer returns those products to HBB
for a credit. The Company estimates the costs which 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 up to 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 at NMHG and HBB
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:
|
|
|
|
|
|
|
2008 |
|
Balance at January 1 |
|
$ |
52.8 |
|
Warranties issued |
|
|
18.7 |
|
Settlements made |
|
|
(18.0 |
) |
|
|
|
|
Balance at March 31 |
|
$ |
53.5 |
|
|
|
|
|
Note 7 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.
12
A reconciliation of the Companys consolidated federal statutory and effective income tax is as
follows:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
Income before income taxes and minority
interest: |
|
$ |
3.4 |
|
|
$ |
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory taxes at 35% |
|
$ |
1.2 |
|
|
$ |
3.0 |
|
|
|
|
|
|
|
|
|
|
Other permanent items: |
|
|
|
|
|
|
|
|
NMHG Wholesale equity interest earnings |
|
|
(0.1 |
) |
|
|
|
|
NACoal percentage depletion |
|
|
(0.2 |
) |
|
|
(0.5 |
) |
Foreign tax rate differential |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
Other |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
(0.5 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
0.7 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
20.6 |
% |
|
|
25.3 |
% |
|
|
|
|
|
|
|
The effective income tax rate for the three months ended March 31, 2008 decreased compared with the
prior year due to a larger percentage benefit from foreign tax rate differential at NMHG Wholesale
and percentage depletion at NACoal on lower consolidated pre-tax income. The Companys
consolidated effective income tax rate is lower than the statutory income tax rate primarily due to
permanently invested income subject to lower tax rates in foreign taxing jurisdictions at NMHG
Wholesale and the benefit of percentage depletion at NACoal.
Note 8 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 2007, the Company announced that pension benefits for certain HBB employees in Canada will be
frozen effective January 1, 2009. In 2004, pension benefits for certain NACoal employees were
frozen. In 1996, pension benefits were frozen for employees covered under NMHGs and HBBs 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 retirement benefits under defined
contribution retirement plans.
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.
SFAS No. 158: The Company will change the measurement date of its postretirement benefit plans
from September 30 to December 31, 2008, the date of its statement of financial position. As a
result, an adjustment of opening retained earnings for three-fifteenths of the net periodic benefit
cost determined for the period from September 30, 2007 to December 31, 2008 was recorded on January
1, 2008 and is reflected in the Unaudited Condensed Consolidated Statement of Changes in
Stockholders Equity as of March 31, 2008. The remaining twelve-fifteenths will be recognized as
net periodic benefit cost during 2008.
13
The components of pension and post-retirement (income) expense are set forth below:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
U.S. Pension |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Interest cost |
|
|
2.2 |
|
|
|
2.0 |
|
Expected return on plan assets |
|
|
(2.7 |
) |
|
|
(2.3 |
) |
Amortization of actuarial loss |
|
|
0.6 |
|
|
|
0.8 |
|
Amortization of prior service cost |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0.3 |
|
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Pension |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.8 |
|
|
$ |
0.8 |
|
Interest cost |
|
|
2.2 |
|
|
|
1.9 |
|
Expected return on plan assets |
|
|
(2.4 |
) |
|
|
(2.2 |
) |
Employee contributions |
|
|
(0.3 |
) |
|
|
(0.3 |
) |
Amortization of actuarial loss |
|
|
0.9 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1.2 |
|
|
$ |
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-retirement |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Interest cost |
|
|
0.2 |
|
|
|
0.2 |
|
Amortization of prior service credit |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
|
|
|
|
|
|
Note 9 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 Corporation (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. HBB
derives a portion of its revenues from transactions with KC. 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.
14
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
Revenues from external customers |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
677.9 |
|
|
$ |
590.7 |
|
NMHG Retail |
|
|
46.9 |
|
|
|
62.2 |
|
NMHG Eliminations |
|
|
(25.9 |
) |
|
|
(19.7 |
) |
|
|
|
|
|
|
|
|
|
|
698.9 |
|
|
|
633.2 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
95.2 |
|
|
|
96.8 |
|
KC |
|
|
39.2 |
|
|
|
39.7 |
|
Housewares Eliminations |
|
|
(0.6 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
133.8 |
|
|
|
136.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
32.3 |
|
|
|
34.6 |
|
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
865.0 |
|
|
$ |
803.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
84.3 |
|
|
$ |
81.7 |
|
NMHG Retail |
|
|
8.4 |
|
|
|
9.2 |
|
NMHG Eliminations |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
92.8 |
|
|
|
91.1 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
15.2 |
|
|
|
17.3 |
|
KC |
|
|
16.1 |
|
|
|
17.1 |
|
Housewares Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.4 |
|
|
|
34.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.1 |
|
|
|
5.5 |
|
NACCO and Other |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
127.6 |
|
|
$ |
131.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
70.3 |
|
|
$ |
65.2 |
|
NMHG Retail |
|
|
8.7 |
|
|
|
13.2 |
|
|
|
|
|
|
|
|
|
|
|
79.0 |
|
|
|
78.4 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
17.2 |
|
|
|
16.7 |
|
KC |
|
|
21.6 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
|
|
38.8 |
|
|
|
38.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
5.2 |
|
|
|
5.3 |
|
NACCO and Other |
|
|
1.0 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
Total |
|
$ |
124.0 |
|
|
$ |
122.9 |
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
13.4 |
|
|
$ |
14.0 |
|
NMHG Retail |
|
|
(0.3 |
) |
|
|
(4.0 |
) |
NMHG Eliminations |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
13.2 |
|
|
|
10.2 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
(2.0 |
) |
|
|
0.7 |
|
KC |
|
|
(5.5 |
) |
|
|
(4.9 |
) |
Housewares Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.4 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
6.5 |
|
|
|
9.5 |
|
NACCO and Other |
|
|
(0.7 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
11.6 |
|
|
$ |
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(6.5 |
) |
|
$ |
(4.9 |
) |
NMHG Retail |
|
|
(0.3 |
) |
|
|
(0.8 |
) |
NMHG Eliminations |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
(6.9 |
) |
|
|
(5.9 |
) |
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
(2.9 |
) |
|
|
(0.8 |
) |
KC |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
(3.1 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
(1.6 |
) |
|
|
(1.7 |
) |
NACCO and Other |
|
|
|
|
|
|
(0.1 |
) |
Eliminations |
|
|
0.6 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
Total |
|
$ |
(11.0 |
) |
|
$ |
(8.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1.3 |
|
|
$ |
1.2 |
|
NMHG Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
|
|
|
|
|
|
KC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
|
|
|
|
0.1 |
|
NACCO and Other |
|
|
2.4 |
|
|
|
1.6 |
|
Eliminations |
|
|
(0.6 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
3.1 |
|
|
$ |
2.1 |
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
Other
income (expense) (excluding interest income) |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1.4 |
|
|
$ |
1.2 |
|
NMHG Retail |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
|
|
|
|
(0.1 |
) |
KC |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
(0.9 |
) |
|
|
|
|
NACCO and Other |
|
|
(0.6 |
) |
|
|
(1.5 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
(0.3 |
) |
|
$ |
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1.7 |
|
|
$ |
2.6 |
|
NMHG Retail |
|
|
(0.4 |
) |
|
|
(1.2 |
) |
NMHG Eliminations |
|
|
0.3 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
(2.1 |
) |
|
|
(0.1 |
) |
KC |
|
|
(2.6 |
) |
|
|
(2.1 |
) |
Housewares Eliminations |
|
|
0.4 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
(4.3 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
NACoal |
|
|
0.2 |
|
|
|
1.1 |
|
NACCO and Other |
|
|
3.2 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
Total |
|
$ |
0.7 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
7.9 |
|
|
$ |
9.0 |
|
NMHG Retail |
|
|
(0.3 |
) |
|
|
(3.6 |
) |
NMHG Eliminations |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
7.3 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
(2.8 |
) |
|
|
(0.1 |
) |
KC |
|
|
(3.2 |
) |
|
|
(3.1 |
) |
Housewares Eliminations |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
(6.3 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.8 |
|
|
|
6.8 |
|
NACCO and Other |
|
|
(2.1 |
) |
|
|
(2.2 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
2.7 |
|
|
$ |
6.6 |
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
MARCH 31 |
|
|
|
2008 |
|
|
2007 |
|
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
9.9 |
|
|
$ |
7.7 |
|
NMHG Retail |
|
|
1.0 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
10.9 |
|
|
|
10.2 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
0.8 |
|
|
|
1.0 |
|
KC |
|
|
0.7 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.0 |
|
|
|
3.2 |
|
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15.4 |
|
|
$ |
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
10.5 |
|
|
$ |
6.1 |
|
NMHG Retail |
|
|
0.4 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
10.9 |
|
|
|
8.3 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
1.7 |
|
|
|
0.7 |
|
KC |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
4.8 |
|
|
|
8.5 |
|
NACCO and Other |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Total |
|
$ |
18.0 |
|
|
$ |
18.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARCH 31 |
|
|
DECEMBER 31 |
|
Total assets |
|
2008 |
|
|
2007 |
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1,667.6 |
|
|
$ |
1,647.5 |
|
NMHG Retail |
|
|
77.3 |
|
|
|
93.5 |
|
NMHG Eliminations |
|
|
(93.3 |
) |
|
|
(137.4 |
) |
|
|
|
|
|
|
|
|
|
|
1,651.6 |
|
|
|
1,603.6 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HBB |
|
|
278.8 |
|
|
|
308.2 |
|
KC |
|
|
70.6 |
|
|
|
70.7 |
|
Housewares Eliminations |
|
|
(0.3 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
349.1 |
|
|
|
378.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
269.4 |
|
|
|
268.9 |
|
NACCO and Other |
|
|
296.0 |
|
|
|
308.0 |
|
Eliminations |
|
|
(138.6 |
) |
|
|
(130.6 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
2,427.5 |
|
|
$ |
2,428.2 |
|
|
|
|
|
|
|
|
18
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. 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 Brands, Inc. (HBB) and
The Kitchen Collection, Inc. (KC). Results by segment are also summarized in Note 9 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, sale and leasing 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. Housewares consists of two
reportable segments: HBB, 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 KC, 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 from NACoals mines in
Texas, North Dakota, Louisiana and Mississippi to adjacent or nearby power plants. Dragline mining
services are provided 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 34 through 37 in the Companys Annual Report on Form 10-K for the year ended
December 31, 2007. The Companys Critical Accounting Policies and Estimates have not materially
changed from December 31, 2007.
19
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 months
ended March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Revenues |
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
Americas |
|
$ |
394.1 |
|
|
$ |
371.2 |
|
Europe |
|
|
222.7 |
|
|
|
181.2 |
|
Asia-Pacific |
|
|
61.1 |
|
|
|
38.3 |
|
|
|
|
|
|
|
|
|
|
|
677.9 |
|
|
|
590.7 |
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
Europe |
|
|
5.5 |
|
|
|
13.7 |
|
Asia-Pacific |
|
|
15.5 |
|
|
|
28.8 |
|
|
|
|
|
|
|
|
|
|
|
21.0 |
|
|
|
42.5 |
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
698.9 |
|
|
$ |
633.2 |
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
Wholesale
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
1.9 |
|
|
$ |
6.1 |
|
Europe |
|
|
11.4 |
|
|
|
6.3 |
|
Asia-Pacific |
|
|
0.1 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
13.4 |
|
|
|
14.0 |
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
Europe |
|
|
(0.2 |
) |
|
|
(0.5 |
) |
Asia-Pacific |
|
|
|
|
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
(3.8 |
) |
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
13.2 |
|
|
$ |
10.2 |
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
(6.5 |
) |
|
$ |
(4.9 |
) |
Retail (net of eliminations) |
|
|
(0.4 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
(6.9 |
) |
|
$ |
(5.9 |
) |
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
2.7 |
|
|
$ |
2.4 |
|
Retail (net of eliminations) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
2.6 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
7.9 |
|
|
$ |
9.0 |
|
Retail (net of eliminations) |
|
|
(0.6 |
) |
|
|
(3.7 |
) |
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
7.3 |
|
|
$ |
5.3 |
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
|
|
|
Wholesale |
|
|
17.7 |
% |
|
|
22.6 |
% |
Retail (net of eliminations) |
|
|
14.3 |
% |
|
|
22.9 |
% |
NMHG Consolidated |
|
|
18.0 |
% |
|
|
22.4 |
% |
See the discussion of the effective income tax rate in Note 7 of the Unaudited Condensed
Consolidated Financial Statements.
20
First Quarter
of 2008 Compared with First Quarter of 2007
NMHG Wholesale
The following
table identifies the components of change in revenues
for the first quarter of 2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Revenues |
|
2007 |
|
$ |
590.7 |
|
|
|
|
|
|
Increase in 2008 from: |
|
|
|
|
Foreign currency |
|
|
29.3 |
|
Unit volume |
|
|
18.5 |
|
Asia-Pacific realignment |
|
|
15.0 |
|
Unit product mix and other |
|
|
9.2 |
|
Unit price |
|
|
8.2 |
|
Parts |
|
|
7.0 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
677.9 |
|
|
|
|
|
Revenues increased $87.2 million, or 14.8%, to $677.9 million in the first quarter of 2008,
primarily as a result of favorable foreign currency movements in Europe due to the strengthening of
the British pound sterling and euro compared with the U.S. dollar, increased unit volume, primarily
in South America, and the realignment of activities to improve the operational effectiveness of the
Asia-Pacific Wholesale and Retail groups. In addition, a favorable shift in unit product mix to
higher-priced lift trucks in Europe, unit price increases implemented during late 2007 and early
2008 in the Americas and Europe and higher parts prices and volume improved revenues during the
first quarter of 2008. Worldwide unit shipments increased modestly to 22,341 units in the first
quarter of 2008 from 21,514 units in the first quarter of 2007.
The following table identifies the components of change in operating profit for the first quarter
of 2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
2007 |
|
$ |
14.0 |
|
|
2007 Restructuring program |
|
|
2.5 |
|
|
|
|
|
|
|
|
16.5 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Other selling, general and administrative expenses |
|
|
(3.7 |
) |
Foreign currency |
|
|
(0.7 |
) |
Gross profit |
|
|
1.9 |
|
|
|
|
|
|
|
|
14.0 |
|
|
|
|
|
|
2007 Restructuring program |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
13.4 |
|
|
|
|
|
NMHG Wholesales operating profit decreased $0.6 million to $13.4 million in the first quarter of
2008 compared with $14.0 million in the first quarter of 2007. The decrease in operating profit
was primarily due to higher selling, general and administrative expenses and unfavorable foreign
currency movements. Selling, general and administrative expenses increased primarily due to higher
marketing expenses for new product introductions, increased bad debt expense, primarily in Europe,
and incremental costs from the realignment of activities performed by the Asia-Pacific Wholesale
and Retail groups. These increases in selling, general and administrative expenses were partially
offset by a lower restructuring charge in the first quarter of 2008 compared with the first quarter
of 2007, as well as lower product liability expense as a result of better claims experience and a
change in estimate made during 2007 to reduce the number of claims incurred but not reported and
the average cost per claim due to more favorable claims experience than previously estimated.
Unfavorable foreign currency movements increased the cost of lift trucks and components sold in the
U.S. market and sourced from countries with appreciated
21
currencies. The decrease was partially offset by an increase in gross profit primarily due to
price increases and an increase in sales of higher-margin units in Europe and higher-margin parts
in the Americas. However, the improvement in gross profit was partially offset by higher material
costs, including industrial metals, higher freight and fuel costs and higher warranty and
manufacturing costs in the Americas and Europe.
NMHG Wholesale recognized net income of $7.9 million in the first quarter of 2008 compared with net
income of $9.0 million in the first quarter of 2007, primarily as a result of increased interest
expense from higher average outstanding borrowings and the decrease in operating profit.
Backlog
The worldwide backlog level was approximately 29,100 units at March 31, 2008 compared with
approximately 30,000 units at March 31, 2007 and approximately 30,500 units at December 31, 2007.
NMHG Retail (net of eliminations)
The following table identifies the components of change in revenues for the first quarter of 2008
compared with the first quarter of 2007:
|
|
|
|
|
|
|
Revenues |
|
2007 |
|
$ |
42.5 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Sale of European dealership |
|
|
(14.0 |
) |
Asia-Pacific |
|
|
(11.0 |
) |
Eliminations |
|
|
(4.1 |
) |
Foreign currency |
|
|
5.0 |
|
Europe |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
21.0 |
|
|
|
|
|
Revenues decreased 50.6% to $21.0 million for the first quarter of 2008 compared with $42.5 million
for the first quarter of 2007. This decrease was primarily the result of the sale of a retail
dealership in Europe during the third quarter of 2007 and actions taken to improve the operational
effectiveness of the Asia-Pacific retail operations. These actions resulted in a realignment of
activities performed by the Asia-Pacific Retail and Wholesale groups. Also as a result of these
actions, revenue was unfavorably affected because intercompany sales transactions increased, which
caused an increase in the required intercompany revenue elimination compared with the first quarter
of 2007. The decrease was partially offset by favorable foreign currency movements due to the
strengthening of the Australian dollar and the British pound sterling compared with the U.S. dollar
and higher new unit and part sales volume in Europe in the first quarter of 2008 compared with the
first quarter of 2007.
The following table identifies the components of change in operating loss for the first quarter of
2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Loss |
|
2007 |
|
$ |
(3.8 |
) |
|
|
|
|
|
(Increase) decrease in 2008 from: |
|
|
|
|
Asia-Pacific |
|
|
3.2 |
|
Europe |
|
|
0.5 |
|
Foreign currency |
|
|
0.2 |
|
Eliminations |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
(0.2 |
) |
|
|
|
|
NMHG Retail recognized an operating loss of $0.2 million in the first quarter of 2008 compared with
an operating loss of $3.8 million in the first quarter of 2007. The decrease in operating loss was
primarily attributable to improvements in service and rental margins in Asia-Pacific and higher
margins from new unit sales as well as higher volumes of parts sold in Europe.
22
NMHG Retail recognized a net loss of $0.6 million in the first quarter of 2008 compared with a net
loss of $3.7 million in the first quarter of 2007. The change was primarily due to the factors
affecting operating loss.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
7.3 |
|
|
$ |
5.3 |
|
|
$ |
2.0 |
|
Depreciation and amortization |
|
|
10.9 |
|
|
|
10.2 |
|
|
|
0.7 |
|
Other |
|
|
10.8 |
|
|
|
3.2 |
|
|
|
7.6 |
|
Working capital changes |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(0.5 |
) |
|
|
(21.4 |
) |
|
|
20.9 |
|
Inventories |
|
|
(48.8 |
) |
|
|
(6.1 |
) |
|
|
(42.7 |
) |
Accounts payable and other liabilities |
|
|
(31.5 |
) |
|
|
(38.5 |
) |
|
|
7.0 |
|
Other |
|
|
(10.8 |
) |
|
|
9.3 |
|
|
|
(20.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities |
|
|
(62.6 |
) |
|
|
(38.0 |
) |
|
|
(24.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(10.9 |
) |
|
|
(8.3 |
) |
|
|
(2.6 |
) |
Proceeds from the sale of assets |
|
|
0.5 |
|
|
|
0.8 |
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(10.4 |
) |
|
|
(7.5 |
) |
|
|
(2.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
(73.0 |
) |
|
$ |
(45.5 |
) |
|
$ |
(27.5 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities increased $24.6 million primarily as a result of the change
in working capital partially offset by the change in other operating activities from deferred taxes
and net income. The change in working capital was primarily the result of higher finished goods
inventory, which was a result of a change in the timing of shipments and customer acceptance of the
inventory, and other working capital, which was from lower intercompany tax receipts and a change
in other liabilities due to an increase in the amount of compensation-related payments in the first
quarter of 2008 compared with the first quarter of 2007. The increase was partially offset by the
change in accounts receivable and accounts payable as a result of timing differences of payments
and receipts in the first quarter of 2008 compared with the first quarter of 2007.
Net cash used for investing activities increased primarily due to higher capital expenditures for
product cost reduction programs and lower proceeds from the sale of assets in the first three
months of 2008 compared with the first three months of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net addition (reduction) of long-term debt and
revolving credit agreements |
|
$ |
43.9 |
|
|
$ |
(6.5 |
) |
|
$ |
50.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
$ |
43.9 |
|
|
$ |
(6.5 |
) |
|
$ |
50.4 |
|
|
|
|
|
|
|
|
|
|
|
The change in net cash provided by (used for) financing activities in the first three months of
2008 compared with the first three months of 2007 was primarily due to additional borrowings to
fund higher levels of working capital requirements.
Financing Activities
NMHGs primary financing is provided by a $175.0 million secured floating-rate revolving credit
facility (the NMHG Facility) and a term loan facility (the NMHG Term Loan). The obligations
under the NMHG Facility are secured by a first lien on the cash and cash equivalents, accounts
receivable and inventory of NMHG. The
approximate value of NMHGs assets held as collateral under the NMHG Facility was $350 million as
of March 31, 2008.
23
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. A portion of the availability can be denominated in British pound sterling or euros.
Borrowings bear interest at a floating rate, which can be a base rate or LIBOR, as defined, plus an
applicable margin. The current applicable margins, effective March 31, 2008, for domestic base
rate loans and LIBOR loans were 0.75% and 1.75%, respectively. The applicable margin, effective
March 31, 2008, for fixed foreign LIBOR loans was 1.75% and 2.00% for foreign overdraft LIBOR
loans. The NMHG Facility also requires the payment of a fee of 0.375% per annum on the unused
commitment. The margins and unused commitment fee are subject to quarterly adjustment based on a
leverage ratio.
At March 31, 2008, the borrowing base under the NMHG Facility was $126.3 million, which reflects
reductions for the commitments or availability under certain foreign credit facilities and for an
excess availability requirement of $10.0 million. NMHG had $51.0 million outstanding under this
facility at March 31, 2008. The domestic and foreign floating rates of interest applicable to the
NMHG Facility on March 31, 2008 were 6.00% and 7.55%, including the applicable floating rate
margin, respectively. The NMHG Facility expires in December 2010.
The terms of the NMHG Facility provide that availability is reduced by the commitments or
availability under foreign credit facilities of the borrowers and certain foreign working capital
facilities. A foreign credit facility commitment of approximately $18.6 million in Australia
reduced the amount of availability under the NMHG Facility at March 31, 2008. In addition,
availability under the NMHG Facility was reduced by $9.2 million in Europe for a reserve for
preferential claims related to supplier-based inventory, $5.5 million for a working capital
facility in China and by $5.4 million for other letters of credit. If the commitments or
availability under these facilities are increased, availability under the NMHG Facility will be
reduced. The $126.3 million of borrowing base capacity under the NMHG Facility at March 31, 2008
reflected reductions for these foreign credit facilities.
During 2006, NACCO Materials Handling Group, Inc. (NMHG Inc.), a wholly owned subsidiary of NMHG,
entered into the NMHG Term Loan 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% of the original principal per year for the first six years, with the remaining balance to be
paid in four equal installments in the seventh year. At March 31, 2008, there was $221.1 million
outstanding under the NMHG Term Loan.
Borrowings under the NMHG Term Loan are guaranteed by NMHG and substantially all of NMHGs domestic
subsidiaries. The obligations of the guarantors under the NMHG Term Loan 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. The approximate value of NMHGs assets held as collateral under the
NMHG Term Loan was $480 million as of March 31, 2008, which includes the value of the collateral
securing the NMHG Facility.
Outstanding borrowings under the NMHG Term Loan bear interest at a variable rate which, at NMHG
Inc.s option, will be either LIBOR or a floating rate, as defined in the NMHG Term Loan, plus an
applicable margin. The applicable margin is subject to adjustment based on a leverage ratio. The
weighted average interest rate on the amount outstanding under the NMHG Term Loan at March 31, 2008
was 5.56%.
In addition to the amount outstanding under the NMHG Term Loan and the NMHG Facility, NMHG had
borrowings of approximately $29.8 million at March 31, 2008 under various working capital
facilities.
Both the NMHG Facility and NMHG Term Loan include restrictive covenants, which, among other things,
limit the payment of dividends to NACCO. Subject to achieving availability thresholds, dividends
to NACCO are limited to the larger of $5.0 million or 50% of the preceding years net income for
NMHG. The NMHG Facility and the NMHG Term Loan also require 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 March 31, 2008, NMHG was in
compliance with the covenants in the NMHG Facility and the NMHG Term Loan.
NMHG believes funds available from the NMHG Facility, other available lines of credit and operating
cash flows will provide sufficient liquidity to meet its operating needs and commitments arising
during the next twelve months and until the expiration of the NMHG Facility in December 2010.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2007, there have been no 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, 2007.
Capital Expenditures
Expenditures for property, plant and equipment were $10.5 million for NMHG Wholesale and $0.4
million for NMHG Retail during the first three months of 2008. These capital expenditures were for
product cost reduction
24
programs, information technology infrastructure, additions to the rental fleet and tooling for
new products. Capital expenditures are estimated to be an additional $46.2 million for NMHG
Wholesale and $1.9 million for NMHG Retail for the remainder of 2008. Planned expenditures for the
remainder of 2008 include tooling for new products, product cost reduction programs, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
527.2 |
|
|
$ |
467.4 |
|
|
$ |
59.8 |
|
Goodwill and other intangibles, net |
|
|
361.2 |
|
|
|
358.9 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
888.4 |
|
|
|
826.3 |
|
|
|
62.1 |
|
Advances from NACCO |
|
|
(39.0 |
) |
|
|
(39.0 |
) |
|
|
|
|
Other debt |
|
|
(310.8 |
) |
|
|
(263.0 |
) |
|
|
(47.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
538.6 |
|
|
$ |
524.3 |
|
|
$ |
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
39 |
% |
|
|
37 |
% |
|
|
2 |
% |
The increase in total net tangible assets was primarily attributable to a $60.4 million increase in
inventory due to higher finished goods inventory as a result of a change in the timing of shipments
and customer acceptance of the inventory. In addition, cash decreased as it was used for
compensation-related payments to employees in the first quarter of 2008 and annual prepayments made
in the first quarter of 2008. Other debt increased primarily to support higher inventory levels
during the first quarter of 2008.
Stockholders equity increased $14.3 million in the first three months of 2008 as a result of $7.3
million of net income and an $8.2 million increase in accumulated other comprehensive income (loss)
primarily due to an increase in the cumulative foreign currency translation adjustment. These
increases were partially offset by a $1.2 million reduction in retained earnings for the adoption
of the measurement date change provision of Statement of Financial Accounting Standards (SFAS)
No. 158. See Note 2 of the Unaudited Condensed Consolidated Financial Statements for further
discussion of the adoption of the measurement date change provision of SFAS No. 158 as of January
1, 2008.
OUTLOOK
NMHG Wholesale
NMHG Wholesale expects continued growth in lift truck markets in the remainder of 2008 in Europe
and Asia-Pacific and a year-over-year decrease in the Americas market. Overall, NMHG Wholesale
expects modest increases in unit booking and shipment levels for 2008 compared with 2007 as a
result of these market prospects and the launch of a newly designed line of electric
counterbalanced lift trucks in late 2008. However, if U.S. economic conditions continue to
deteriorate, sales of units and higher-margin parts could decline in 2008, which would adversely
affect revenues and profit margins.
Increases in material costs, specifically industrial metals and rubber, and fuel and freight costs
are expected to continue to affect results unfavorably throughout 2008, but price increases
implemented in 2007 and early 2008 are expected to offset most of these increased costs. NMHG
Wholesale will continue to monitor economic conditions actively and the resulting effects on costs,
and will work to mitigate these increased costs through programs initiated in prior years, as well
as through price increases when appropriate.
Appreciation of currencies in countries where NMHG manufactures lift trucks for sale in the U.S.
market and where NMHG buys components for its U.S. lift truck manufacturing operations has
adversely affected earnings as the U.S. dollar continues to weaken against other currencies. To
offset the effects of adverse currency movements, during 2007 NMHG Wholesale outsourced its welding
and painting operations at its manufacturing facility in The Netherlands to a third party in a
lower-cost country and announced an additional manufacturing restructuring program, which will
phase out production of current products at its facility in Irvine, Scotland, change the product
mix at its Craigavon, Northern Ireland facility and increase production at its Berea, Kentucky and
Sulligent, Alabama plants in the United States and at its Ramos Arizpe facility in Mexico. These
programs, projected to be completed in early 2009, are expected to reduce purchases of high cost
euro- and British pound sterling-
denominated lift trucks, materials and components, reduce freight costs, lessen NMHG Wholesales
exposure to future currency exchange rate fluctuations, reduce the manufacturing footprint of NMHG
Wholesales European manufacturing locations, provide additional opportunities to source components
from lower-cost countries and reduce working capital. The Irvine, Scotland and other related
manufacturing restructuring programs are
25
anticipated to generate savings beginning in 2008 and
improve net results starting in 2009, and, at maturity, generate benefits which are expected to
exceed $20 million in annual cost savings. However, NMHG Wholesale anticipates future additional
charges related to this manufacturing restructuring program of approximately $6.6 million during
the remainder of 2008 and $0.5 million in 2009. These charges are in addition to the $10.2 million
of pre-tax charges incurred during 2007 and the first quarter of 2008.
NMHG Wholesales investment in long-term programs, particularly its significant new electric-rider
lift truck program, which is expected to bring a full line of new products to market over the
course of 2008 and 2009, and warehouse truck and big truck product development and manufacturing
programs, are expected to continue to improve future results. NMHG Wholesale continues to believe
the programs in place and others in development will allow NMHG to achieve its nine percent
operating profit margin goal in the 2011 or 2012 time frame.
NMHG Retail
NMHG Retails key improvement programs, especially those implemented in Asia-Pacific during 2007,
are expected to continue to have an increasingly favorable effect during 2008 and to assist NMHG
Retail in meeting its strategic objective of achieving at least break-even results while building
market position.
26
NACCO HOUSEWARES GROUP
NACCO Housewares Group includes two reportable segments: HBB, a leading designer, marketer and
distributor of small electric household appliances, as well as commercial products for restaurants,
bars and hotels, and KC, 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.
FINANCIAL REVIEW
The results of operations for Housewares were as follows for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Revenues |
|
|
|
|
|
|
|
|
HBB |
|
$ |
95.2 |
|
|
$ |
96.8 |
|
KC |
|
|
39.2 |
|
|
|
39.7 |
|
Eliminations |
|
|
(0.6 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
Housewares |
|
$ |
133.8 |
|
|
$ |
136.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
HBB |
|
$ |
(2.0 |
) |
|
$ |
0.7 |
|
KC |
|
|
(5.5 |
) |
|
|
(4.9 |
) |
Eliminations |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
(7.4 |
) |
|
$ |
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
HBB |
|
$ |
(2.9 |
) |
|
$ |
(0.8 |
) |
KC |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
Housewares |
|
$ |
(3.1 |
) |
|
$ |
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
|
|
|
|
|
|
HBB |
|
$ |
|
|
|
$ |
(0.1 |
) |
KC |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
(0.1 |
) |
|
$ |
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
HBB |
|
$ |
(2.8 |
) |
|
$ |
(0.1 |
) |
KC |
|
|
(3.2 |
) |
|
|
(3.1 |
) |
Eliminations |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
Housewares |
|
$ |
(6.3 |
) |
|
$ |
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
|
|
|
HBB |
|
|
42.9 |
% |
|
|
50.0 |
% |
KC |
|
|
44.8 |
% |
|
|
40.4 |
% |
Housewares |
|
|
40.6 |
% |
|
|
38.9 |
% |
27
HAMILTON BEACH BRANDS, INC.
First Quarter of 2008 Compared with First Quarter of 2007
The following table identifies the components of change in revenues for the first quarter of 2008
compared with the first quarter of 2007:
|
|
|
|
|
|
|
Revenues |
|
2007 |
|
$ |
96.8 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Unit volume |
|
|
(5.6 |
) |
Sales mix and other |
|
|
2.5 |
|
Foreign currency |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
95.2 |
|
|
|
|
|
Revenues decreased 1.7% in the first quarter of 2008 to $95.2 million compared with $96.8 million
in the first quarter of 2007, primarily due to a decline in unit volume from a decrease in sales to
key retailers in a U.S. consumer market constrained by weak consumer purchasing activity. The
decrease was partially offset by a favorable shift of sales toward higher-priced products and by
favorable foreign currency movements as a result of the strengthening of the Canadian dollar
compared with the U.S. dollar in the first quarter of 2008 compared with the first quarter of 2007.
The following table identifies the components of change in operating profit (loss) for the first
quarter of 2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit (Loss) |
|
2007 |
|
$ |
0.7 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Gross profit |
|
|
(2.4 |
) |
Selling, general and administrative expenses |
|
|
(0.8 |
) |
Foreign currency |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
(2.0 |
) |
|
|
|
|
HBB recorded an operating loss of $2.0 million in the first quarter of 2008 compared with operating
profit of $0.7 million in the first quarter of 2007. Operating results decreased primarily as a
result of a reduction in gross profit caused by increased product costs, lower unit volume and
higher product returns. In addition, selling, general and administrative expenses increased
primarily due to higher employee-related expenses in the first quarter of 2008 compared with the
first quarter of 2007. Favorable foreign currency movements partially offset the reduction in
operating results.
HBB recorded a net loss of $2.8 million in the first quarter of 2008 compared with $0.1 million in
the first quarter of 2007. The increase in net loss was primarily due to the decrease in operating
results and increased interest expense due to additional borrowings for the payment of a $110.0
million special cash dividend in the second quarter of 2007.
28
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2.8 |
) |
|
$ |
(0.1 |
) |
|
$ |
(2.7 |
) |
Depreciation and amortization |
|
|
0.8 |
|
|
|
1.0 |
|
|
|
(0.2 |
) |
Other |
|
|
1.4 |
|
|
|
1.0 |
|
|
|
0.4 |
|
Working capital changes |
|
|
5.4 |
|
|
|
1.0 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4.8 |
|
|
|
2.9 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(1.7 |
) |
|
|
(0.7 |
) |
|
|
(1.0 |
) |
Proceeds from the sale of assets |
|
|
|
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(1.7 |
) |
|
|
(0.6 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
3.1 |
|
|
$ |
2.3 |
|
|
$ |
0.8 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities increased $1.9 million primarily due to working capital
changes partially offset by the increase in net loss in the first quarter of 2008. The change in
working capital was primarily due to a larger decrease in accounts receivable in the first quarter
of 2008 compared with the first quarter of 2007 and a larger decrease in accounts payable in the
first quarter of 2007 compared with the first quarter of 2008. These changes were primarily due to
timing differences of receipts from customers and payments to vendors. The increase was partially
offset by an increase in inventory in the first quarter of 2008 compared with a decrease in the
first quarter of 2008 due to higher levels of in-transit inventory and product returns during the
first quarter of 2008.
The increase in net cash used for investing activities was due to higher expenditures for property,
plant and equipment for tooling primarily for new products and for improvements to HBBs
information technology infrastructure in the first three months of 2008 compared with the first
three months of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net addition (reduction) to long-term debt
and revolving credit agreements |
|
$ |
(6.7 |
) |
|
$ |
14.0 |
|
|
$ |
(20.7 |
) |
Cash dividends paid to NACCO |
|
|
|
|
|
|
(18.5 |
) |
|
|
18.5 |
|
Capital contribution from NACCO |
|
|
3.0 |
|
|
|
|
|
|
|
3.0 |
|
Other |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
$ |
(3.6 |
) |
|
$ |
(4.5 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities decreased $0.9 million in the first three months of 2008
compared with the first three months of 2007, primarily due to the absence of dividends paid to
NACCO and a $3.0 million capital contribution from NACCO during the first three months of 2008,
partially offset by payments made on borrowings during the first quarter of 2008 compared with
increased borrowings in the first quarter of 2007.
Financing Activities
HBB has a $115.0 million senior secured floating-rate revolving credit facility (the HBB
Facility) that expires July 31, 2012. The obligations under the HBB Facility are secured by a
first lien on the accounts receivable and inventory of HBB and a second lien on all of the other
assets of HBB. The approximate value of HBBs assets held as collateral for the first and second
lien under the HBB Facility was $275 million as of March 31, 2008.
29
The HBB Facility is governed by a borrowing base derived from advance rates against the inventory
and accounts receivable, as defined in the HBB 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 HBBs 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 HBB Facility, plus an applicable margin. The
applicable margins, effective March 31, 2008, for base rate loans and LIBOR loans denominated in
U.S. dollars were 0.00% and 1.00%, respectively. The applicable margins, effective March 31, 2008,
for base rate and bankers acceptance loans denominated in Canadian dollars were 0.50% and 1.00%,
respectively. The HBB 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 the average
excess availability.
At March 31, 2008, the borrowing base under the HBB Facility was $81.4 million. Borrowings
outstanding under the HBB Facility were $28.0 million at March 31, 2008. Therefore, at March 31,
2008, the excess availability under the HBB Facility was $53.4 million. The floating rate of
interest applicable to the HBB Facility at March 31, 2008 was 4.06% including the floating rate
margin.
The HBB Facility includes restrictive covenants that, among other things, set limitations on
additional indebtedness (other than indebtedness under the HBB Facility and HBB Term Loan),
investments, asset sales and the payment of dividends to NACCO. Subject to achieving availability
thresholds, dividends to NACCO are limited to $5.0 million plus 50% of HBBs net income since the
effective date of the amendment in 2007. The HBB Facility also requires HBB to meet minimum fixed
charge ratio tests in certain circumstances. At March 31, 2008, HBB was in compliance with the
covenants in the HBB Facility.
On May 31, 2007, HBB entered into a term loan agreement (the HBB Term Loan) that provides for
term loans up to an aggregate principal amount of $125.0 million. A portion of the proceeds of the
term loans under the HBB Term Loan were used to finance the payment of a $110.0 million special
cash dividend. Borrowings outstanding under the HBB Term Loan were $120.3 million at March 31,
2008. The term loans require quarterly principal payments in an amount equal to 1% of the original
principal amount per year for the term of the loan, with the remaining balance to be paid at the
maturity date on May 31, 2013. Prior to the final maturity date, the term loans are subject to
mandatory prepayments from the proceeds of the issuance of certain indebtedness, certain asset
sales and 50% of excess cash flow, as defined in the HBB Term Loan, which reduce the quarterly
principal payments required. The obligations of HBB under the HBB Term Loan are secured by a
second lien on accounts receivable and inventory and a first lien on all of the other assets of
HBB. The approximate value of HBBs assets held as collateral for the first and second lien under
the HBB Term Loan was $275 million as of March 31, 2008.
The term loans bear interest at a floating rate which, at HBBs option, can be either a base rate
or LIBOR, as defined in the HBB Term Loan, plus an applicable margin. The applicable margins,
effective March 31, 2008, for base rate loans and LIBOR loans were 1.25% and 2.25%, respectively.
The applicable margins are subject to quarterly adjustment based on a leverage ratio. The weighted
average interest rate on the amount outstanding under the HBB Term Loan was 5.67% at March 31,
2008.
The HBB Term Loan contains restrictive covenants substantially similar to those in the HBB Facility
which, among other things, limit the amount of dividends HBB may declare and pay and the incurrence
of indebtedness (other than indebtedness under the HBB Facility). Dividends to NACCO are limited
to $5.0 million plus 50% of HBBs net income since the closing date of the HBB Term Loan. The HBB
Term Loan also requires HBB to meet certain financial tests, including, but not limited to, maximum
total leverage ratio and minimum fixed charge coverage ratio tests. At March 31, 2008, HBB was in
compliance with the covenants in the HBB Term Loan.
HBB believes funds available from cash on hand at HBB and the Company, the HBB Facility and
operating cash flows will provide sufficient liquidity to meet its operating needs and commitments
arising during the next twelve months and until the HBB Facility expires in 2012.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2007, there have been no significant changes in the total amount of HBBs
contractual obligations, contingent liabilities or commercial commitments, or the timing of cash
flows in accordance with those obligations as reported on page 61 in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007.
Capital Expenditures
Expenditures for property, plant and equipment were $1.7 million for the first three months of 2008
and are estimated to be an additional $3.8 million for the remainder of 2008. These planned
capital expenditures are primarily for tooling for new products and for improvements to HBBs
information technology infrastructure. These expenditures are expected to be funded from
internally generated funds and bank borrowings.
30
Capital Structure
Working capital is significantly affected by the seasonality of HBBs business. The following is a
discussion of the changes in HBBs capital structure at March 31, 2008 compared with both March 31,
2007 and December 31, 2007.
March 31, 2008 Compared with March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
March 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
85.4 |
|
|
$ |
83.9 |
|
|
$ |
1.5 |
|
Goodwill |
|
|
80.7 |
|
|
|
80.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
166.1 |
|
|
|
164.6 |
|
|
|
1.5 |
|
Total Debt |
|
|
(148.6 |
) |
|
|
(56.3 |
) |
|
|
(92.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
17.5 |
|
|
$ |
108.3 |
|
|
$ |
(90.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
89 |
% |
|
|
34 |
% |
|
|
55 |
% |
In May 2007, HBB significantly changed its capital structure by paying a special cash dividend of
$110.0 million, which was financed with the HBB Term Loan Agreement and resulted in reduced
stockholders equity and increased total debt. The dividend payment represents a return to NACCO
of a portion of its investment in HBB. The amount of the payment was determined based on an
evaluation of HBBs capital structure and anticipated future financial performance.
March 31, 2008 Compared with December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
85.4 |
|
|
$ |
92.8 |
|
|
$ |
(7.4 |
) |
Goodwill |
|
|
80.7 |
|
|
|
80.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
166.1 |
|
|
|
173.5 |
|
|
|
(7.4 |
) |
Total debt |
|
|
(148.6 |
) |
|
|
(155.2 |
) |
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
17.5 |
|
|
$ |
18.3 |
|
|
$ |
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
89 |
% |
|
|
89 |
% |
|
|
0 |
% |
Total net tangible assets decreased $7.4 million at March 31, 2008 compared with December 31, 2007,
primarily due to a decrease in working capital. The decrease in working capital was primarily due
to a decrease in accounts receivable mainly due to the seasonality of the business, partially
offset by a decrease in other current liabilities from lower payroll-related accruals as a result
of the payment of compensation-related items to employees during the first quarter of 2008 and a
decrease in net intercompany accounts payable.
Total debt decreased as a result of repayments made during the first three months of 2008.
Stockholders equity decreased during the first three months of 2008 primarily due to HBBs net
loss of $2.8 million and a $1.0 million decrease in accumulated other comprehensive income,
primarily due to an increased deferred loss on hedges, partially offset by a $3.0 million capital
contribution from NACCO.
OUTLOOK
HBB expects 2008 to be a very difficult year with results in 2008 well below those in 2007.
Current economic factors affecting U.S. consumers, such as high gasoline prices, depressed home
sales levels and mortgage debt concerns appear to be among factors creating a challenging retail
environment. Further, HBB expects continued significant pricing pressure from suppliers in 2008
due to increased commodity costs for resins, copper, steel, aluminum and an appreciating Chinese
currency. While HBB will work to mitigate these increased costs through price increases, the
timing of such price increases on margin recovery is likely to affect results in 2008 adversely.
Despite these near-term unfavorable factors, HBB is focusing on continuing to strengthen its market
position through product innovation, promotions and branding programs. HBB introduced a strong
assortment of new products during 2007, and further new product introductions are in the pipeline
for 2008 and 2009, all of which are
31
expected to favorably affect revenues. However, reduced consumer confidence and uncertainty in
U.S. consumer markets makes volume prospects very difficult to predict with regard to price point
and margin mix.
Longer term, HBB is working to improve revenues and profitability by focusing on developing
innovative products and implementing cost-reduction and margin-enhancement programs while pursuing
strategic growth opportunities.
THE KITCHEN COLLECTION, INC.
First Quarter of 2008 Compared with First Quarter of 2007
The following table identifies the components of change in revenues for the first quarter of 2008
compared with the first quarter of 2007:
|
|
|
|
|
|
|
Revenues |
|
2007 |
|
$ |
39.7 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Closed stores |
|
|
(2.2 |
) |
LGC comparable store sales |
|
|
(0.3 |
) |
New store sales |
|
|
1.3 |
|
KC comparable store sales |
|
|
0.6 |
|
Other |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
39.2 |
|
|
|
|
|
Revenues decreased 1.3% in the first quarter of 2008 to $39.2 million compared with $39.7 million
in the first quarter of 2007, primarily as a result of the impact of closed stores. In addition,
comparable store sales decreased at LGC primarily due to a lower number of sales transactions. The
decrease was partially offset by the impact of new stores and higher comparable store sales at KC
primarily as a result of higher average sales transactions. The net effect of opening new stores
and closing unprofitable stores caused the number of KC stores to decrease to 197 at March 31, 2008
from 201 stores at March 31, 2007, while LGC operated 72 stores at March 31, 2008 and 2007. KC and
LGC operated 198 and 74 stores at December 31, 2007, respectively.
The following table identifies the components of change in operating loss for the first quarter of
2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Loss |
|
2007 |
|
$ |
(4.9 |
) |
|
|
|
|
|
(Increase) decrease in 2008 from: |
|
|
|
|
LGC comparable stores |
|
|
(0.8 |
) |
Other |
|
|
(0.1 |
) |
Selling, general and administrative expenses |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
(5.5 |
) |
|
|
|
|
KCs operating loss increased in the first quarter of 2008 to $5.5 million compared with $4.9
million in the first quarter of 2007. Comparable LGC store results decreased mainly due to lower
margins as a result of increased mark downs on products as part of a program to enhance LGCs
product offerings. The decline was partially offset by a reduction in selling, general and
administrative expenses resulting from the absence of expenses for the integration of LGC incurred
in the first quarter of 2007.
KC reported a net loss of $3.2 million in the first quarter of 2008 compared with a net loss of
$3.1 million in the first quarter of 2007 as a higher income tax benefit mostly offset the increase
in operating loss.
32
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3.2 |
) |
|
$ |
(3.1 |
) |
|
$ |
(0.1 |
) |
Depreciation and amortization |
|
|
0.7 |
|
|
|
0.6 |
|
|
|
0.1 |
|
Other |
|
|
0.4 |
|
|
|
|
|
|
|
0.4 |
|
Working capital changes |
|
|
(15.6 |
) |
|
|
(19.9 |
) |
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities |
|
|
(17.7 |
) |
|
|
(22.4 |
) |
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
(18.3 |
) |
|
$ |
(23.0 |
) |
|
$ |
4.7 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities decreased $4.7 million primarily due to working capital
changes. The change in working capital was mainly the result of lower intercompany tax payments
and a larger decrease in inventory during the first three months of 2008 compared with the first
three months of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net additions to long-term debt and
revolving credit agreement |
|
$ |
16.9 |
|
|
$ |
12.7 |
|
|
$ |
4.2 |
|
Intercompany loans |
|
|
|
|
|
|
9.5 |
|
|
|
(9.5 |
) |
Capital contributions from NACCO |
|
|
0.8 |
|
|
|
|
|
|
|
0.8 |
|
Other |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
$ |
17.6 |
|
|
$ |
22.2 |
|
|
$ |
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities decreased $4.6 million in the first three months of 2008
compared with the first three months of 2007 primarily from lower levels of total borrowings
partially offset by an $0.8 million capital contribution from NACCO.
Financing Activities
KCs financing is provided by a $40.0 million secured floating-rate revolving line of credit (the
KC Facility) that expires in July 2010. The obligations under the KC Facility are secured by
substantially all assets of KC. The approximate value of KCs assets held as collateral under the
KC Facility was $60 million as of March 31, 2008. The availability is derived from a borrowing
base formula using KCs eligible inventory, as defined in the KC Facility. At March 31, 2008, the
borrowing base as defined in the KC Facility was $22.5 million. Borrowings outstanding under the
KC Facility were $17.0 million at March 31, 2008. Therefore, at March 31, 2008, the excess
availability under the KC Facility was $5.5 million. The KC Facility requires a fee of 0.25% per
annum on the unused commitment. Borrowings bear interest at LIBOR plus 2.15%. The KC 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.
The KC Facility also prohibits the payment of dividends to NACCO until December 2008, after which
dividends to NACCO are limited based upon KCs fixed charge ratio. At March 31, 2008, KC was in
compliance with the covenants in the KC Facility.
KC believes funds available from cash on hand at KC and the Company, the KC Facility and operating
cash flows will provide sufficient liquidity to meet its operating needs and commitments arising
during the next twelve months and until the KC Facility expires in 2010.
33
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2007, there have been no significant changes in the total amount of KCs
contractual obligations, contingent liabilities or commercial commitments, or the timing of cash
flows in accordance with those obligations as reported on page 66 in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007.
Capital Expenditures
Expenditures for property, plant and equipment were $0.6 million for the first three months of 2008
and are estimated to be an additional $4.7 million for the remainder of 2008. These planned
capital expenditures are primarily for the continued integration of LGC, including moving the LGC
warehouse operations from a third-party warehouse service provider to a KC-managed distribution
operation near its current company-operated distribution operations and for store fixtures and
equipment at new or existing stores. These expenditures are expected to be funded from internally
generated funds and bank borrowings.
Capital Structure
Working capital is significantly affected by the seasonality of KCs business. The following is a
discussion of the changes in KCs capital structure at March 31, 2008 compared with both March 31,
2007 and December 31, 2007.
March 31, 2008 Compared with March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
March 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
45.2 |
|
|
$ |
34.9 |
|
|
$ |
10.3 |
|
Goodwill and other intangibles, net |
|
|
4.1 |
|
|
|
4.3 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
49.3 |
|
|
|
39.2 |
|
|
|
10.1 |
|
Advances from NACCO |
|
|
(12.5 |
) |
|
|
(12.5 |
) |
|
|
|
|
Other debt |
|
|
(17.0 |
) |
|
|
(12.7 |
) |
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
19.8 |
|
|
$ |
14.0 |
|
|
$ |
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
60 |
% |
|
|
64 |
% |
|
|
(4 |
%) |
Total net tangible assets increased $10.3 million at March 31, 2008 compared with March 31, 2007,
mainly due to $6.0 million of working capital changes and a $1.5 million increase in property,
plant and equipment. The change in working capital was primarily the result of a $3.9 million
increase in inventory mainly due to store inventory fulfillment difficulties at LGCs third-party
warehouse operations. The increase in property, plant and equipment resulted from expenditures
required for the integration of LGC and the addition of fixtures and equipment at new LGC stores.
Other debt increased mainly as a result of the change in the timing of payments for inventory
purchases.
Stockholders equity increased primarily due to $6.8 million of capital contributions from NACCO
during the fourth quarter of 2007 and the first quarter of 2008.
34
March 31, 2008 Compared with December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
45.2 |
|
|
$ |
30.7 |
|
|
$ |
14.5 |
|
Goodwill and other intangibles, net |
|
|
4.1 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
49.3 |
|
|
|
34.8 |
|
|
|
14.5 |
|
Advances from NACCO |
|
|
(12.5 |
) |
|
|
(12.5 |
) |
|
|
|
|
Other debt |
|
|
(17.0 |
) |
|
|
(0.1 |
) |
|
|
(16.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
19.8 |
|
|
$ |
22.2 |
|
|
$ |
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
60 |
% |
|
|
36 |
% |
|
|
24 |
% |
Total net tangible assets increased $14.5 million at March 31, 2008 compared with December 31,
2007, primarily due to an $11.2 million decrease in accounts payable, a $1.9 million decrease in
other current liabilities and a $1.9 million increase in net intercompany accounts receivable. The
decrease in accounts payable was primarily the result of the timing of inventory payments. The
decrease in other current liabilities was due to the payment of sales taxes and
compensation-related amounts that were accrued at December 31, 2007.
Other debt increased as a result of the funding of operations during the first three months of
2008. Stockholders equity decreased during the first three months of 2008 due to KCs net loss of
$3.2 million partially offset by a $0.8 million capital contribution from NACCO.
OUTLOOK
The uncertainty in the U.S. economy, a reduction in consumer confidence and high gasoline prices
are expected to continue to affect consumer traffic to outlet mall locations and retail spending
decisions unfavorably. Nevertheless, KC is hopeful there will be modest increases in revenues and
improvements in operations primarily at LGC in the remainder of 2008, largely in the second half of
the year.
With the significant exception of the distribution function, the integration of LGC was completed
in 2007. To improve distribution operations for Le Gourmet Chef® stores, KC is shifting
the LGC warehouse operations from a third-party warehouse service provider to a KC-managed
distribution operation near its current company-operated distribution operations. This transition
is expected to be completed early in the third quarter of 2008. In addition, key merchandising
improvement programs at LGC are expected to have an increasingly positive effect overall,
especially in the second half of 2008. As a result, the LGC operations are expected to improve
over the course of 2008 compared with 2007.
Longer term, KC expects to continue programs for its Kitchen Collection® store format
which are designed to enhance its merchandise mix, store displays and appearance and optimize store
selling space. KC also expects to achieve growth in the Le Gourmet Chef® outlet and
traditional mall store formats, while maintaining disciplined cost control and implementing
merchandising improvement programs. Overall, improvements in operations are expected not only in
2008, but also in 2009 and succeeding years.
35
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 coal is surface mined
in North Dakota, Texas, Louisiana and Mississippi. Total coal reserves approximate 2.3 billion
tons with approximately 1.2 billion tons committed to customers pursuant to long-term contracts.
NACoal operates six lignite coal 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 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 months ended
March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
Coteau |
|
|
3.4 |
|
|
|
4.0 |
|
Falkirk |
|
|
1.7 |
|
|
|
1.9 |
|
Sabine |
|
|
0.8 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
Project mining subsidiaries |
|
|
5.9 |
|
|
|
6.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Miguel |
|
|
0.6 |
|
|
|
0.7 |
|
MLMC |
|
|
0.8 |
|
|
|
0.8 |
|
Red River |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
Non-project mines |
|
|
1.6 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
Total lignite tons sold |
|
|
7.5 |
|
|
|
8.3 |
|
|
|
|
|
|
|
|
|
|
The limerock dragline mining operations delivered 6.8 million and 10.7 million cubic yards of
limerock in the three months ended March 31, 2008 and 2007, respectively.
The results of operations for NACoal were as follows for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
Revenues |
|
$ |
32.3 |
|
|
$ |
34.6 |
|
Operating profit |
|
$ |
6.5 |
|
|
$ |
9.5 |
|
Interest expense |
|
$ |
(1.6 |
) |
|
$ |
(1.7 |
) |
Other income (expense) |
|
$ |
(0.9 |
) |
|
$ |
0.1 |
|
Net income |
|
$ |
3.8 |
|
|
$ |
6.8 |
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
5.0 |
% |
|
|
13.9 |
% |
See the discussion of the effective income tax rate in Note 7 of the Unaudited Condensed
Consolidated Financial Statements.
36
First Quarter of 2008 Compared with First Quarter of 2007
The following table identifies the components of change in revenues for the first quarter of 2008
compared with the first quarter of 2007:
|
|
|
|
|
|
|
Revenues |
|
2007 |
|
$ |
34.6 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
Limerock dragline mining operations |
|
|
(2.7 |
) |
Royalty income |
|
|
(1.5 |
) |
Consolidated coal mining operations |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
32.3 |
|
|
|
|
|
Revenues for the first quarter of 2008 decreased 6.6% to $32.3 million from $34.6 million in the
first quarter of 2007. Revenues decreased mainly due to fewer yards delivered at the limerock
dragline mining operations primarily attributable to lower demand from the continuing decline in
the southern Florida housing and construction markets, an unfavorable decision in the ongoing
Florida litigation, which has reduced operations at some of the customers quarries, and a
reduction in royalty income as a result of the completion of mining certain reserves by third
parties in mid-2007. The decrease was partially offset by higher revenue at the consolidated coal
mining operations primarily due to an increase in contractual pass-through of costs at San Miguel.
The following table identifies the components of change in operating profit for the first quarter
of 2008 compared with the first quarter of 2007:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
2007 |
|
$ |
9.5 |
|
|
|
|
|
|
Increase (decrease) in 2008 from: |
|
|
|
|
|
Royalty |
|
|
(1.3 |
) |
Consolidated coal and limerock mining operating profit |
|
|
(0.8 |
) |
Earnings of unconsolidated project mining subsidiaries |
|
|
(0.7 |
) |
Other selling, general and administrative expenses |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
6.5 |
|
|
|
|
|
Operating profit decreased to $6.5 million in the first quarter of 2008 from $9.5 million in
the first quarter of 2007, primarily from decreased royalty income as a result of the completion of
mining certain reserves by third parties, lower consolidated coal and limerock mining operating
profit primarily due to higher cost of sales at MLMC primarily from the capitalization of fixed
costs over lower production levels and higher costs for diesel fuel, tires and steel, and lower
limerock yards delivered, partially offset by reduced costs at the limerock mining operations from
the decline in limerock deliveries. Operating profit was also unfavorably impacted by a decrease
in tons delivered at the unconsolidated project mining subsidiaries primarily due to more customer
power plant outage days in the first quarter of 2008. In addition, selling, general and
administrative expenses increased mainly due to higher employee-related expenses.
Net income decreased to $3.8 million in the first quarter of 2008 from $6.8 million in the first
quarter of 2007. The decrease was primarily due to the decrease in operating profit in the first
quarter of 2008 compared with the first quarter of 2007 and a reduction in other income (expense)
as a result of a charge for the ineffectiveness of interest rate swap contracts in the first
quarter of 2008.
37
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3.8 |
|
|
$ |
6.8 |
|
|
$ |
(3.0 |
) |
Depreciation, depletion and amortization |
|
|
3.0 |
|
|
|
3.2 |
|
|
|
(0.2 |
) |
Other |
|
|
|
|
|
|
(2.7 |
) |
|
|
2.7 |
|
Working capital changes |
|
|
(3.6 |
) |
|
|
4.3 |
|
|
|
(7.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
3.2 |
|
|
|
11.6 |
|
|
|
(8.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(4.8 |
) |
|
|
(8.5 |
) |
|
|
3.7 |
|
Proceeds from the sale of assets |
|
|
1.3 |
|
|
|
0.1 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(3.5 |
) |
|
|
(8.4 |
) |
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
(0.3 |
) |
|
$ |
3.2 |
|
|
$ |
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
The decrease in net cash provided by operating activities was primarily the result of changes in
working capital and the decrease in net income partially offset by the change in other non-cash
items for the first three months of 2008 compared with the first three months of 2007. The change
in working capital was primarily the result of higher compensation-related payments to employees in
the first quarter of 2008 compared with the first quarter of 2007. In addition, other non-cash
items changed primarily due to the change in deferred taxes.
Net cash used for investing activities decreased primarily due to lower levels of capital
expenditures in the first three months of 2008 compared with the first three months of 2007 and
from lower levels of investments in equipment for its mines and mine development activities. In
addition, NACoal had higher proceeds from the sale of assets in the first quarter of 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reductions of long-term debt and
revolving credit agreements |
|
$ |
(9.4 |
) |
|
$ |
(9.1 |
) |
|
$ |
(0.3 |
) |
Cash dividends paid to NACCO |
|
|
|
|
|
|
(21.9 |
) |
|
|
21.9 |
|
Intercompany loans |
|
|
9.0 |
|
|
|
25.3 |
|
|
|
(16.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities |
|
$ |
(0.4 |
) |
|
$ |
(5.7 |
) |
|
$ |
5.3 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing activities decreased during the first three months of 2008 compared
with the first three months of 2007, primarily due to the absence of dividends paid to NACCO
partially offset by a smaller change in borrowing levels for intercompany loans during the first
quarter of 2008.
Financing Activities
NACoal has an unsecured revolving line of credit of up to $75.0 million and an unsecured term loan
of $25.0 million at March 31, 2008 (the NACoal Facility). The term loan requires annual
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 March 31, 2008.
The NACoal Facility has performance-based pricing, which sets interest rates based upon achieving
various levels of debt to EBITDA ratios, as defined in the NACoal Facility. The NACoal Facility
provides for, at NACoals option, Eurodollar loans which bear
interest at LIBOR plus a margin based
on the level of debt to EBITDA ratio achieved and Base Rate loans which bear interest at Base Rates
plus the Applicable Margin, as defined in the NACoal Facility.
A facility fee, which is determined based on the level of debt to EBITDA ratio achieved is also
applied to the aggregate revolving line of credit. At March 31, 2008, term loan borrowings
outstanding bore
38
interest at LIBOR plus 0.75% and the revolving credit interest rate was LIBOR plus
0.625%. At March 31, 2008, the revolving credit facility fee was 0.125% 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 based upon NACoals leverage
ratio. At March 31, 2008, NACoal was in compliance with the covenants in the NACoal Facility.
During 2004 and 2005, NACoal issued unsecured notes totaling $45.0 million in a private placement
(the NACoal Notes), which require annual payments of approximately $6.4 million beginning in
October 2008 and will mature on October 4, 2014. These unsecured notes bear interest at a
weighted-average fixed rate of 6.08%, 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 which require, among other things, NACoal to
maintain certain net worth, leverage and interest coverage ratios, and limit dividends to NACCO
based upon NACoals leverage ratio. At March 31, 2008, 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 March 31, 2008, the balance of the note was $8.5 million and the interest rate was 3.15%.
NACoal believes funds available from the NACoal Facility and operating cash flows will provide
sufficient liquidity to finance all of its scheduled loan principal repayments and its operating
needs and commitments arising during the next twelve months and until the expiration of the NACoal
Facility in 2010.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2007, there have been no significant changes in the total amount of NACoals
contractual obligations, contingent liabilities or commercial commitments, or the timing of cash
flows in accordance with those obligations as reported on page 73 in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007.
Capital Expenditures
Expenditures for property, plant and equipment were $4.8 million during the first three months of
2008. NACoal estimates that its capital expenditures for the remainder of 2008 will be an
additional $25.7 million, primarily for lignite coal reserves, equipment for mining activities and
mine development activities. These expenditures are expected to be funded from internally
generated funds and bank borrowings.
Capital Structure
NACoals capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
120.7 |
|
|
$ |
116.1 |
|
|
$ |
4.6 |
|
Coal supply agreements and other intangibles, net |
|
|
68.5 |
|
|
|
69.2 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
189.2 |
|
|
|
185.3 |
|
|
|
3.9 |
|
Advances from NACCO |
|
|
(30.1 |
) |
|
|
(21.0 |
) |
|
|
(9.1 |
) |
Other debt |
|
|
(78.9 |
) |
|
|
(88.3 |
) |
|
|
9.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
80.2 |
|
|
$ |
76.0 |
|
|
$ |
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
58 |
% |
|
|
59 |
% |
|
|
(1 |
)% |
The increase in total net tangible assets of $4.6 million was primarily from lower payroll-related
accruals due to the payment of compensation-related items to employees during the first quarter of
2008.
Stockholders equity increased primarily due to net income of $3.8 million during the first three
months of 2008.
OUTLOOK
Overall, NACoal expects results for 2008 to be well below 2007. Much of the anticipated decrease
is expected to be the result of a reduction in total lignite coal deliveries in 2008 compared with
2007 primarily due to more customer
power plant outage days in 2008, including an increased number expected in the second quarter, and
to lower
39
delivery requirements expected at MLMC and higher cost of sales because of these lower
production and delivery levels. Higher repair and maintenance expenses at Red River and increased
commodity costs for diesel fuel, tires and steel at all consolidated mining operations, which are
not expected to be fully recovered in 2008 through contractual price escalation, are also expected
to adversely affect results. In addition, lower royalty income, primarily as a result of the
completion of mining certain reserves by third parties in mid-2007, and an increase in development
expenses are expected in 2008 compared with 2007. Also contributing to the decrease between years
will be the absence in 2008 of a $3.7 million pre-tax arbitration award received in the second
quarter of 2007.
Deliveries from the limerock dragline mining operations are also expected to decrease further in
the remainder of 2008. Limerock customer projections for 2008 deliveries continue to reflect the
ongoing decline in the southern Florida housing and construction markets. In addition, compliance
with a July 2007 district court ruling and the expectation that NACoals customers will need to
apply for new permits in 2008 indicate further reductions in customer deliveries are likely.
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-to-liquids, coal gasification and other clean coal technologies. Further, NACoal
continues to pursue additional non-coal mining opportunities.
NACCO AND OTHER
NACCO and Other includes the parent company operations and Bellaire Corporation (Bellaire), a
non-operating subsidiary of NACCO.
FINANCIAL REVIEW
Operating Results
The results of operations at NACCO and Other were as follows for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
Revenues |
|
$ |
|
|
|
$ |
|
|
Operating loss |
|
$ |
(0.7 |
) |
|
$ |
(0.5 |
) |
Other income |
|
$ |
1.8 |
|
|
$ |
|
|
Net loss |
|
$ |
(2.1 |
) |
|
$ |
(2.2 |
) |
First Quarter of 2008 Compared with First Quarter of 2007
The change in other income in the first quarter of 2008 compared with the first quarter of 2007 was
primarily due to the absence of $1.2 million of transaction expenses recorded in the first quarter
of 2007 related to the unsuccessful merger transaction with Applica Incorporated and increased
interest income at the parent company from higher levels of cash investments. The net loss for the
first quarter of 2008 was comparable to the net loss for the first quarter of 2007 as higher income
tax expense, primarily from higher levels of taxable income partially offset by a lower
consolidating effective income tax rate adjustment, reduced the favorable change in other income.
Management Fees
The parent company charges management fees to its operating subsidiaries for services provided by
the corporate headquarters. The management fees are based upon estimated parent company resources
devoted to providing centralized services and stewardship activities and are allocated among all
subsidiaries based upon the relative size and complexity of each subsidiary. In order to determine
the allocation of management fees among the subsidiaries each year, the parent company reviews the
time its employees devoted to each operating subsidiary during the prior year and the estimated
costs for providing centralized services and stewardship activities in the next year to determine
the amount of management fees to allocate to each operating subsidiary for that year. In addition,
the parent company reviews the amount of management fees allocated to its operating subsidiaries
each quarter to ensure the amount continues to be reasonable based on the actual costs incurred to
date. The Company believes the allocation method is consistently applied and reasonable.
40
Following are the parent company fees for the three months ended March 31:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
NACCO fees included in selling, general
and administrative expenses |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
2.6 |
|
|
$ |
2.6 |
|
HBB |
|
$ |
1.0 |
|
|
$ |
1.0 |
|
NACoal |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
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, HBB, KC and NACoal allow for the payment to NACCO of
management fees, dividends and advances under certain circumstances. Dividends (to the extent
permitted by the subsidiaries borrowing agreements), advances and management fees from its
subsidiaries are the primary sources of cash for NACCO.
The Company believes funds available from cash on hand, its subsidiaries credit facilities and
anticipated funds to be generated from operations are sufficient to finance all of its
subsidiaries scheduled principal repayments, operating needs and commitments arising during the
next twelve months and until the expiration of its subsidiaries credit facilities.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2007, there have been no significant changes in the total amount of NACCO and
Other contractual obligations, contingent liabilities or commercial commitments, or the timing of
cash flows in accordance with those obligations as reported on page 77 in the Companys Annual
Report on Form 10-K for the year ended December 31, 2007.
Capital Structure
NACCOs consolidated capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
|
|
December 31 |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
Total net tangible assets |
|
$ |
952.5 |
|
|
$ |
900.2 |
|
|
$ |
52.3 |
|
Goodwill, coal supply agreements and other intangibles, net |
|
|
514.5 |
|
|
|
512.9 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
1,467.0 |
|
|
|
1,413.1 |
|
|
|
53.9 |
|
Total debt |
|
|
(555.3 |
) |
|
|
(506.6 |
) |
|
|
(48.7 |
) |
Closed mine obligations, net-of-tax |
|
|
(14.1 |
) |
|
|
(14.4 |
) |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
897.6 |
|
|
$ |
892.1 |
|
|
$ |
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
38 |
% |
|
|
36 |
% |
|
|
2 |
% |
OUTLOOK
During 2008, NACCO and Other results are expected to improve moderately as a result of increased
interest income and reduced transaction-related expenses.
41
EFFECTS OF FOREIGN CURRENCY
NMHG and HBB operate internationally and enter into transactions denominated in foreign currencies.
As a result, the Company is 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 HBB 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) 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, (5) delays in or increased costs of restructuring programs,
(6) customer acceptance of, changes in the prices of, or delays in the development of new products,
(7) introduction of new products by, or more favorable product pricing offered by, NMHGs
competitors, (8) delays in manufacturing and delivery schedules, (9) changes in or unavailability
of suppliers, (10) product liability or other litigation, warranty claims or returns of products,
(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.
HBB: (1) changes in the sales prices, product mix or levels of consumer purchases of small
electric appliances,
(2) changes in the consumer retail and credit markets, (3) bankruptcy of or loss of major retail
customers or suppliers, (4) changes in costs, including transportation costs, of key component
parts or sourced products,
(5) delays in delivery or the unavailability of key component parts or sourced products, (6)
changes in suppliers,
(7) 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 HBB buys, operates and/or
sells products, (8) product liability, regulatory actions or other litigation, warranty claims or
returns of products, (9) customer acceptance of, changes in costs of, or delays in the development
of new products and (10) increased competition, including consolidation within the industry.
KC: (1) gasoline prices, weather conditions or other events or other conditions that may adversely
affect the number of customers visiting Kitchen Collection® and Le Gourmet
Chef® stores, (2) changes in the sales prices, product mix or levels of consumer
purchases of kitchenware, small electric appliances and gourmet foods,
(3) changes in costs, including transportation costs, of inventory, (4) delays in delivery or the
unavailability of inventory, (5) customer acceptance of new products, (6) increased competition and
(7) the ability to successfully integrate LGC into KC.
NACoal: (1) weather conditions, extended power plant outages or other events that would change the
level of customers lignite coal or limerock requirements, (2) weather or equipment problems that
could affect lignite coal or limerock deliveries to customers, (3) changes in mining permit
requirements that could affect deliveries to customers, including in connection with the ongoing
Florida limerock mining litigation, (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, including costs in connection with NACoals joint
ventures, (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.
42
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See pages 80, F-13, F-28 and F-29 of the Companys Annual Report on Form 10-K for the year ended
December 31, 2007 for a discussion of the Companys derivative hedging policies and use of
financial instruments. There have been no material changes in the Companys market risk exposures
since December 31, 2007.
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 first quarter of 2008, 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.
43
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 1A Risk Factors
None
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information regarding the Companys stock repurchase program:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer Purchases of Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
of Shares (or |
|
|
|
(a) |
|
|
(b) |
|
|
Total Number |
|
|
Approximate Dollar |
|
|
|
Total Number |
|
|
Average Price |
|
|
of Shares Purchased |
|
|
Value) that May Yet |
|
|
|
of Shares |
|
|
Paid per |
|
|
as Part of the Publicly |
|
|
Be Purchased Under |
|
Period |
|
Purchased |
|
|
Share |
|
|
Announced Program |
|
|
the Program (1) |
|
January 1 to 31, 2008 |
|
0 |
|
|
0 |
|
|
0 |
|
|
$ |
100,000,000 |
|
February 1 to 29, 2008 |
|
0 | |
|
0 | |
|
0 | |
|
$ |
100,000,000 |
|
|
March 1 to 31, 2008 |
|
0 | |
|
0 | |
|
0 | |
|
$ |
100,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
0 |
|
|
0 |
|
|
0 |
|
|
$ |
100,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) On November 15, 2007, the Company announced that its Board of Directors had
authorized a stock repurchase program (the Program). Under the terms of the Program,
the Company may repurchase up to a total of $100.0 million of shares of the Companys
Class A Common Stock. The Company may repurchase shares on the open market or in
privately negotiated transactions, including block trades. The Program has no
expiration date. During the first quarter of 2008, the Company did not make any
purchases under the terms of the Program.
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 46 of this quarterly report on Form 10-Q.
44
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:
|
|
April 30, 2008
|
|
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
|
|
|
|
Kenneth C. Schilling |
|
|
|
|
|
|
|
|
Vice President and Controller |
|
|
|
|
|
|
|
|
(Authorized Officer and Principal |
|
|
|
|
|
|
|
|
Financial and Accounting Officer) |
|
|
45
Exhibit Index
|
|
|
Exhibit |
|
|
Number* |
|
Description of Exhibits |
|
|
|
10.1
|
|
Amendment No. 1 to The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation
Plan For the Period from January 1, 2000 Through December 31, 2007 (As Amended and Restated as
of December 1, 2007) is attached hereto as Exhibit 10.1. |
|
|
|
10.2
|
|
Amendment No. 1 to The Kitchen Collection, Inc. Long-Term Incentive Compensation Plan For the
Period From January 1, 2003 Through December 31, 2007 (As Amended and Restated Effective as of
December 1, 2007) is attached hereto as Exhibit 10.2. |
|
|
|
10.3
|
|
Amendment No. 1 to The Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan For
the Period From January 1, 2003 Through December 31, 2007 (As Amended and Restated Effective
as of December 1, 2007) is attached hereto as Exhibit 10.3. |
|
|
|
10.4
|
|
The Kitchen Collection, Inc. 2008 Annual Incentive Compensation Plan is attached hereto as
Exhibit 10.4. |
|
|
|
10.5
|
|
The Kitchen Collection, Inc. Long-Term Incentive Compensation Plan (Effective January 1,
2008) is attached hereto as Exhibit 10.5. |
|
|
|
10.6
|
|
NACCO Industries, Inc. 2008 Annual Incentive Compensation Plan is incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on
March 31, 2008, Commission File Number 1-9172. |
|
|
|
10.7
|
|
The Hamilton Beach Brands, Inc. 2008 Annual Incentive Compensation Plan is incorporated
herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed by the
Company on March 31, 2008, Commission File Number 1-9172. |
|
|
|
10.8
|
|
The NACCO Materials Handling Group, Inc. 2008 Annual Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K,
filed by the Company on March 31, 2008, Commission File Number 1-9172. |
|
|
|
10.9
|
|
The North American Coal Corporation 2008 Annual Incentive Compensation Plan is incorporated
herein by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K, filed by the
Company on March 31, 2008, Commission File Number 1-9172. |
|
|
|
31(i)(1)
|
|
Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the
Exchange Act |
|
|
|
31(i)(2)
|
|
Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act |
|
|
|
32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling |
*Numbered in accordance with Item 601 of Regulation S-K.
46