QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:
June 30, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54799
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact name of registrant as specified in its charter)
Delaware
31-1637659
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
5875 LANDERBROOK DRIVE, SUITE 300
CLEVELAND
(440)
OH
449-9600
44124-4069
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(Zip code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value Per Share
HY
New York Stock Exchange
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☑ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☑
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑
Number of shares of Class A Common Stock outstanding at July 28, 2023: 13,395,287
Number of shares of Class B Common Stock outstanding at July 28, 2023: 3,781,994
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30 2023
DECEMBER 31 2022
(In millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents
$
65.7
$
59.0
Accounts receivable, net
582.1
523.6
Inventories, net
820.1
799.5
Prepaid expenses and other
84.4
76.6
Total Current Assets
1,552.3
1,458.7
Property, Plant and Equipment, Net
300.0
310.0
Intangible Assets, Net
41.3
42.7
Goodwill
52.2
51.3
Deferred Income Taxes
2.9
2.6
Investments in Unconsolidated Affiliates
52.0
59.4
Other Non-current Assets
109.2
101.5
Total Assets
$
2,109.9
$
2,026.2
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
$
576.9
$
585.8
Accounts payable, affiliates
16.3
21.6
Revolving credit facilities
133.9
137.1
Short-term debt and current maturities of long-term debt
156.2
148.8
Accrued payroll
58.9
64.4
Deferred revenue
120.3
139.8
Other current liabilities
308.8
245.4
Total Current Liabilities
1,371.3
1,342.9
Long-term Debt
252.2
267.0
Self-insurance Liabilities
34.8
33.5
Pension Obligations
6.0
6.2
Deferred Income Taxes
12.2
13.4
Other Long-term Liabilities
127.2
138.1
Total Liabilities
1,803.7
1,801.1
Temporary Equity
Redeemable Noncontrolling Interest
13.9
14.2
Stockholders' Equity
Common stock:
Class A, par value $0.01 per share, 13,387,306 shares outstanding (2022 - 13,154,918 shares outstanding)
0.1
0.1
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,782,295 shares outstanding (2022 - 3,783,597 shares outstanding)
0.1
0.1
Capital in excess of par value
309.3
297.7
Treasury stock
(0.1)
—
Retained earnings
206.5
152.7
Accumulated other comprehensive loss
(225.4)
(246.2)
Total Stockholders' Equity
290.5
204.4
Noncontrolling Interests
1.8
6.5
Total Permanent Equity
292.3
210.9
Total Liabilities and Equity
$
2,109.9
$
2,026.2
See notes to unaudited condensed consolidated financial statements.
HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 Hyster-Yale Materials Handling, Inc., a Delaware corporation, and the accounts of Hyster-Yale's wholly owned domestic and international subsidiaries and majority-owned joint ventures (collectively, "Hyster-Yale" or the "Company"). All intercompany accounts and transactions among the consolidated companies are eliminated in consolidation.
The Company, through its wholly owned operating subsidiary, Hyster-Yale Group, Inc. ("HYG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally primarily under the Hyster® and Yale® brand names, mainly to independent Hyster® and Yale® retail dealerships. Lift trucks and component parts are manufactured in the United States, China, Northern Ireland, Mexico, the Netherlands, Brazil, the Philippines, Italy, Japan and Vietnam.
The Company operates Bolzoni S.p.A. ("Bolzoni"). Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni®, Auramo® and Meyer® brand names. Bolzoni also produces components for lift truck manufacturers. Bolzoni products are manufactured in the United States, Italy, China, Germany and Finland. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift truck attachments and industrial material handling.
The Company operates Nuvera Fuel Cells, LLC ("Nuvera"). Nuvera is an alternative-power technology company focused on the design, manufacture and sale of hydrogen fuel cell stacks and engines.
Investments in Sumitomo NACCO Forklift Co., Ltd. (“SN”), a 50%-owned joint venture, and HYG Financial Services, Inc. ("HYGFS"), a 20%-owned joint venture, are accounted for by the equity method. SN operates manufacturing facilities in Japan, the Philippines and Vietnam from which the Company purchases certain components, service parts and lift trucks. Sumitomo Heavy Industries, Ltd. ("Sumitomo") owns the remaining 50% interest in SN. Each stockholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo prior to a vote of SN’s board of directors. HYGFS is a joint venture with Wells Fargo Financial Leasing, Inc. (“WF”), 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. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The Company’s percentage share of the net income or loss from these equity investments is reported on the line “Income from unconsolidated affiliates” in the “Other (income) expense” section of the unaudited condensed consolidated statements of operations.
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") 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 GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company as of June 30, 2023 and the results of its operations and changes in equity for the three and six months ended June 30, 2023 and 2022, and the results of its cash flows for the six months ended June 30, 2023 and 2022 have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
The accompanying unaudited condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information or notes required by GAAP for complete financial statements.
Note 2—Recently Issued Accounting Standards
In 2023, the Company did not adopt any recent accounting standard updates ("ASU") which had a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
The following table provides a brief description of ASUs not yet adopted:
Standard
Description
Required Date of Adoption
Effect on the financial statements or other significant matters
ASU 2020-04 and ASU 2022-06, Reference Rate Reform (Topic 848)
The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
From the date of issuance through December 31, 2024
The Company does not expect the guidance to have a material effect on its financial position, results of operations, cash flows and related disclosures.
Note 3—Revenue
Revenue is recognized when obligations under the terms of a contract with the customer are satisfied, which occurs when control of the trucks, parts or services are transferred to the customer. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. The satisfaction of performance obligations under the terms of a revenue contract generally gives rise for the right to payment from the customer. The Company's standard payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. Given the insignificant days between revenue recognition and receipt of payment, financing components do not exist between the Company and its customers. Taxes collected from customers are excluded from revenue. The estimated costs of product warranties are recognized as expense when the products are sold. See Note 11 for further information on product warranties.
The majority of the Company's sales contracts contain performance obligations satisfied at a point in time when title and risks and rewards of ownership have transferred to the customer. Revenues for service contracts are recognized as the services are provided.
The Company also records variable consideration in the form of estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of estimated discounts. The estimated discount amount is based upon historical experience and trend analysis for each lift truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase market share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained.
For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost plus margin. Impairment losses recognized on receivables or contract assets were not significant for the six months ended June 30, 2023 and 2022.
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are reported on the line “Selling, general and administrative expenses” in the unaudited condensed consolidated statements of operations.
The Company pays for shipping and handling activities regardless of when control is transferred and has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, rather than a promised service. These costs are reported on the line “Cost of sales” in the unaudited condensed consolidated statements of operations. The following table disaggregates revenue by category:
Dealer sales are recognized when the Company transfers control based on the shipping terms of the contract, which is generally when the truck is shipped from the manufacturing facility to the dealer.The majority of direct customer sales are to National Account customers. In these transactions, the Company transfers control and recognizes revenue when it delivers the product to the customer according to the terms of the contract. Aftermarket sales represent parts sales, extended warranty and maintenance services. For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer. When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience. The Company adjusts estimated revenues at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed.The Company recognizes revenue for extended warranty and maintenance agreements based on the standalone selling price over the life of the contract, which reflects the costs to perform under these contracts and corresponds with, and thereby depicts, the transfer of control to the customer.Bolzoni revenue from external customers is primarily the sale of attachments to customers. In these transactions, the Company transfers control and recognizes revenue according to the shipping terms of the contract. In the United States, Bolzoni also has revenue for sales of lift truck components to the lift truck business. Nuvera's revenues include development funding from third-party development agreements and the sale of fuel cell stacks and engines to third parties and to the lift truck business. In all revenue transactions, the Company receives cash equal to the invoice price and amount of consideration received and the revenue recognized may vary with changes in marketing incentives. Intercompany revenues between Bolzoni, Nuvera and the lift truck business have been eliminated.
Deferred Revenue: The Company defers revenue for transactions that have not met the criteria for recognition at the time payment is collected, including extended warranties and maintenance contracts. In addition, for certain products, services and customer types, the Company collects payment prior to the transfer of control to the customer.
The Company’s reportable segments for the lift truck business include the following three management units: the Americas, EMEA and JAPIC. Americas includes operations in the United States, Canada, Mexico, Brazil, Latin America and the corporate headquarters. EMEA includes operations in Europe, the Middle East and Africa. JAPIC includes operations in the Asia and Pacific regions, including China, as well as the equity earnings of SN operations. Certain amounts are allocated to these geographic management units and are included in the segment results presented below, including product development costs, corporate headquarter's expenses and certain information technology infrastructure costs. These allocations among geographic management units are determined by senior management and not directly incurred by the geographic operations. In addition, other costs are incurred directly by these geographic management units based upon the location of the manufacturing plant or sales units, including manufacturing variances, product liability, warranty and sales discounts, which may not be associated with the geographic management unit of the ultimate end user sales location where revenues and margins are reported. Therefore, the reported results of each segment for the lift truck business cannot be considered stand-alone entities as all segments are inter-related and integrate into a single global lift truck business.
The Company reports the results of both Bolzoni and Nuvera as separate segments. Intercompany sales between Nuvera, Bolzoni and the lift truck business have been eliminated.
Operating profit is the measure of segment profit or loss. Financial information for each reportable segment is presented in the following table:
The income tax provision includes U.S. federal, state and local, and foreign income taxes and is generally based on the application of a forecasted annual income tax rate applied to the current quarter's year-to-date pre-tax income or loss. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company's annual earnings or losses, taxing jurisdictions in which the earnings or losses will be generated, the impact of state and local income taxes, the Company's ability to use tax credits and net operating loss carryforwards, carrybacks, capital loss carryforwards, and available tax planning alternatives. Discrete items, including the effect of changes in tax laws, tax rates and certain circumstances with respect to valuation allowances or the tax effect of other unusual or nonrecurring transactions or 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 annual effective income tax rate. Additionally, the Company's interim effective income tax rate is computed and applied without regard to pre-tax losses where such losses are not expected to generate a current-year tax benefit.
A reconciliation of the U.S. federal statutory rate to the reported income tax rate is as follows:
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30
JUNE 30
2023
2022
2023
2022
Income (loss) before income taxes
$
50.8
$
(21.8)
$
86.7
$
(43.1)
Statutory taxes (21%)
$
10.7
$
(4.6)
$
18.2
$
(9.1)
Interim adjustment
—
0.9
(0.3)
(1.5)
Permanent adjustments:
Valuation allowance
0.9
5.0
0.5
15.9
Other
2.7
0.1
4.4
(0.2)
Discrete items
(2.3)
(4.5)
(2.1)
(5.3)
Income tax expense (benefit)
$
12.0
$
(3.1)
$
20.7
$
(0.2)
Reported income tax rate
23.6
%
14.2
%
23.9
%
0.5
%
The Company's estimated annual effective income tax rate assumes that a significant portion of its net operating loss carryforwards will be utilized in 2023 along with the release of the associated valuation allowances. This release will be more than offset by the capitalization of research and development expenses under current U.S. tax rules for which a valuation allowance will be provided. The net of these items is included in the valuation allowance line in the table above.
During the first and second quarters of 2023, the Company recorded other permanent adjustments primarily relating to state income taxes and non-deductible compensation.
During the second quarter of 2023 and 2022, the Company recognized discrete tax benefits of $2.3 million and $4.5 million, respectively, mainly resulting from the expiration of the statute of limitations for uncertain tax positions related to acquisitions. Of those amounts, an offsetting pre-tax indemnity receivable was recorded for $2.1 million and $3.8 million in the second quarter of 2023 and 2022, respectively. The expense for the release of the indemnity receivable was recorded in pre-tax earnings on the line “Other, net” in the unaudited condensed consolidated statements of operations.
The following table summarizes reclassifications out of Accumulated Other Comprehensive Income ("OCI") as recorded in the unaudited condensed consolidated statements of operations:
OCI Components
Amount Reclassified from OCI
Affected Line Item
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30
JUNE 30
2023
2022
2023
2022
Gain (loss) on cash flow hedges:
Interest rate contracts
$
3.9
$
0.8
$
2.7
$
1.7
Interest expense
Foreign exchange contracts
(8.3)
(6.4)
(18.0)
(8.9)
Cost of sales
Total before tax
(4.4)
(5.6)
(15.3)
(7.2)
Income (loss) before income taxes
Tax (expense) benefit
—
(0.1)
—
(0.2)
Income tax expense (benefit)
Net of tax
$
(4.4)
$
(5.7)
$
(15.3)
$
(7.4)
Net income (loss)
Amortization of defined benefit pension items:
Actuarial loss
$
(0.7)
$
(1.2)
$
(1.4)
$
(2.4)
Other, net
Total before tax
(0.7)
(1.2)
(1.4)
(2.4)
Income (loss) before income taxes
Tax (expense) benefit
(0.1)
—
—
—
Income tax expense (benefit)
Net of tax
$
(0.8)
$
(1.2)
$
(1.4)
$
(2.4)
Net income (loss)
Total reclassifications for the period
$
(5.2)
$
(6.9)
$
(16.7)
$
(9.8)
Note 7—Financial Instruments and Derivative Financial Instruments
Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair values of revolving credit agreements and long-term debt, excluding finance leases, were determined using current rates offered for similar obligations taking into account company credit risk. This valuation methodology is Level 2 as defined in the fair value hierarchy. At June 30, 2023, the fair value and carrying value of revolving credit agreements and long-term debt, excluding finance leases, was $504.1 million and $514.8 million, respectively. At December 31, 2022, the fair value and carrying value of revolving credit agreements and long-term debt, excluding finance leases, was $486.4 million and $490.3 million, respectively.
Derivative Financial Instruments
The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. These contracts hedge firm commitments and forecasted transactions relating to cash flows associated with sales and purchases denominated in non-functional currencies. The Company offsets fair value amounts related to foreign currency exchange contracts executed with the same counterparty. Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in OCI. Deferred gains or losses are reclassified from OCI to the unaudited condensed consolidated statements of operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales.
The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting. These derivatives are used to reduce the Company's exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements. Gains and losses on these derivatives are generally recognized in cost of sales.
The Company periodically enters into forward foreign currency contracts that are designated as net investment hedges of the Company's net investment in its foreign subsidiaries. For derivative instruments that are designated and qualified as a hedge of a net investment in foreign currency, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. The Company utilizes the forward-rate method of assessing hedge effectiveness.
The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The Company's interest rate swap agreements and the associated variable rate financings are predominately based upon the one-month Secured Overnight Financing Rate ("SOFR"). Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in OCI. Deferred gains or losses are reclassified from OCI to the unaudited condensed consolidated statements of operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense.
Cash flows from hedging activities are reported in the unaudited condensed consolidated statements of cash flows with the same classification as the hedged item, generally as a component of cash flows from operations.
The Company measures its derivatives at fair value on a recurring basis using significant observable inputs. This valuation methodology is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates yield curves and foreign currency spot rates to value its derivatives and also incorporates the effect of the Company's and its counterparties' credit risk into the valuation.
The Company does not currently hold any nonderivative instruments designated as hedges or any derivatives designated as fair value hedges.
Foreign Currency Derivatives: The Company held forward foreign currency exchange contracts with total notional amounts of $0.9 billion at June 30, 2023, primarily denominated in euros, Japanese yen, U.S. dollars, Chinese renminbi, Mexican pesos, Swedish kroner, British pounds and Australian dollars. The Company held forward foreign currency exchange contracts with total notional amounts of $0.8 billion at December 31, 2022, primarily denominated in euros, Japanese yen, U.S. dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars. The fair value of these contracts approximated a net liability of $35.3 million and $43.5 million at June 30, 2023 and December 31, 2022, respectively.
Forward foreign currency exchange contracts that qualify for hedge accounting are generally used to hedge transactions expected to occur within the next 24 months. The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI. Based on market valuations at June 30, 2023, $30.0 million of the amount of net deferred loss included in OCI at June 30, 2023 is expected to be reclassified as expense into the unaudited condensed consolidated statements of operations over the next twelve months, as the transactions occur.
Interest Rate Derivatives: The Company holds certain contracts that hedge interest payments on its $225.0 million term loan borrowings. In addition, the Company holds certain contracts that hedge interest payments on Bolzoni's debt.
The following table summarizes the notional amounts, related rates, excluding spreads, and remaining terms of interest rate swap agreements at June 30, 2023 and December 31, 2022:
Notional Amount
Average Fixed Rate
JUNE 30
DECEMBER 31
JUNE 30
DECEMBER 31
2023
2022
2023
2022
Term at June 30, 2023
$
180.0
$
180.0
1.65
%
1.68
%
Extending to May 2027
$
21.2
$
22.4
0.20
%
0.18
%
Extending to May 2027
The fair value of all interest rate swap agreements was a net asset of $16.5 million and $16.1 million at June 30, 2023 and December 31, 2022, respectively. The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in OCI. Based on market valuations at June 30, 2023, $7.0 million of the amount included in OCI as net deferred gain is expected to be reclassified as income in the unaudited condensed consolidated statements of operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.
The following table summarizes the fair value of derivative instruments reflected on a gross basis by contract as recorded in the unaudited condensed consolidated balance sheets:
Asset Derivatives
Liability Derivatives
Balance Sheet Location
JUNE 30 2023
DECEMBER 31 2022
Balance Sheet Location
JUNE 30 2023
DECEMBER 31 2022
Derivatives designated as hedging instruments
Cash Flow Hedges
Interest rate swap agreements
Current
Prepaid expenses and other
$
6.7
$
5.9
Prepaid expenses and other
$
—
$
—
Long-term
Other non-current assets
9.8
10.2
Other non-current assets
—
—
Foreign currency exchange contracts
Current
Prepaid expenses and other
—
—
Prepaid expenses and other
—
—
Other current liabilities
5.3
2.6
Other current liabilities
34.1
32.1
Long-term
Other non-current assets
1.4
0.7
Other non-current assets
0.2
0.3
Other long-term liabilities
1.4
1.0
Other long-term liabilities
8.5
17.3
Total derivatives designated as hedging instruments
$
24.6
$
20.4
$
42.8
$
49.7
Derivatives not designated as hedging instruments
Cash Flow Hedges
Foreign currency exchange contracts
Current
Prepaid expenses and other
—
—
Prepaid expenses and other
—
—
Other current liabilities
3.7
4.9
Other current liabilities
4.3
3.0
Total derivatives not designated as hedging instruments
$
3.7
$
4.9
$
4.3
$
3.0
Total derivatives
$
28.3
$
25.3
$
47.1
$
52.7
The following table summarizes the offsetting of the fair value of derivative instruments on a gross basis by counterparty as recorded in the unaudited condensed consolidated balance sheets:
The following table summarizes the pre-tax impact of derivative instruments as recorded in the unaudited condensed consolidated statements of operations:
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
Location of Gain or (Loss) Reclassified from OCI into Income (Effective Portion)
Amount of Gain or (Loss) Reclassified from OCI into Income (Effective Portion)
THREE MONTHS ENDED
SIX MONTHS ENDED
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30
JUNE 30
Derivatives Designated as Hedging Instruments
2023
2022
2023
2022
2023
2022
2023
2022
Cash Flow Hedges
Interest rate swap agreements
$
7.0
$
4.9
$
3.2
$
15.5
Interest expense
$
3.9
$
0.8
$
2.7
$
1.7
Foreign currency exchange contracts
(10.1)
(50.9)
(5.2)
(63.4)
Cost of sales
(8.3)
(6.4)
(18.0)
(8.9)
Total
$
(3.1)
$
(46.0)
$
(2.0)
$
(47.9)
$
(4.4)
$
(5.6)
$
(15.3)
$
(7.2)
Derivatives Not Designated as Hedging Instruments
Location of Gain or (Loss) Recognized in Income on Derivative
2023
2022
2023
2022
Cash Flow Hedges
Foreign currency exchange contracts
Cost of sales
$
(4.6)
$
(8.4)
$
(4.7)
$
(18.0)
Total
$
(4.6)
$
(8.4)
$
(4.7)
$
(18.0)
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 Company's policy is to make contributions to fund these plans within the range allowed by applicable regulations. Plan assets consist primarily of publicly traded stocks and government and corporate bonds.
Pension benefits for employees covered under the Company's U.S. and U.K. plans are frozen. Only certain grandfathered employees in the Netherlands still earn retirement benefits under a defined benefit pension plan. All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans.
The Company presents the components of net benefit cost, other than service cost, in other (income) expense in the unaudited condensed consolidated statements of operations for its pension plans. Service cost for the Company's pension plan is reported in operating profit. The components of pension (income) expense are set forth below:
Inventories are stated at the lower of cost or market for last-in, first-out (“LIFO”) inventory or lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. At June 30, 2023 and December 31, 2022, 50% and 52%, respectively, of total inventories were determined using the LIFO method, which consists primarily of manufactured inventories, including service parts, for the lift truck business in the United States. The FIFO method is used with respect to all other inventories. 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 management's estimates of expected year-end inventory levels and costs. Because these estimates are subject to change and may be different than the actual inventory levels and costs at the end of the year, interim results are subject to the final year-end LIFO inventory valuation.
Note 10—Current and Long-Term Financing
On May 25, 2023, the Company entered into an amendment of its secured, floating-rate revolving credit facility (the "Facility"). As a result of the amendment, among other items, (i) a new tranche of revolving loans with aggregate commitments of $25.0 million (the “FILO Commitments”) was established under the Facility and (ii) the benchmark interest rate for U.S. dollar-denominated borrowings under the Facility changed from LIBOR to Term SOFR, each as defined in the Facility.
The FILO Commitments will terminate on May 1, 2024 unless otherwise terminated prior to such date by the Company in accordance with the terms of the Facility. Commencing December 1, 2023, the FILO Commitments will amortize on a monthly basis in the amount of $4.2 million per month. Loans under the FILO Commitments ("FILO Loans") bear interest at a floating rate, which can be a base rate or Term SOFR, plus an applicable margin. The applicable margins for FILO Loans are 2.25% for base rate loans and 3.25% for Term SOFR loans. Subsequent to the amendment, existing U.S. Loans (as defined in the Facility) were reallocated to the FILO Commitment. As a result of such reallocation, the FILO Commitment was fully utilized as of the closing.
After giving effect to the amendment, the Facility consists of a domestic revolving credit facility in the amount of $210.0 million, a foreign revolving credit facility in the amount of $90.0 million and the FILO Commitments in the amount of $25.0 million.
The Company incurred approximately $0.6 million of additional deferred financing fees in connection with the amendment of the Facility.
Note 11—Product Warranties
The Company provides a standard warranty on its lift trucks, generally for twelve months or 1,000 to 2,000 hours. For certain series of lift trucks, the Company provides a standard warranty of one to two years or 2,000 or 4,000 hours. For certain components in some series of lift trucks, the Company provides a standard warranty of two to three years or 4,000 to 6,000 hours. 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, the Company sells separately priced, extended warranty agreements for its lift trucks, which generally 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 the Company 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.
The Company 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 and the cost of those claims based on historical and anticipated costs.
The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.
Changes in the Company's current and long-term warranty obligations, including deferred revenue on extended warranty contracts, are as follows:
2023
Balance at December 31, 2022
$
56.7
Current year warranty expense
21.2
Change in estimate related to pre-existing warranties
(3.6)
Payments made
(12.7)
Foreign currency effect
0.3
Balance at June 30, 2023
$
61.9
Note 12—Contingencies
Various legal and regulatory proceedings and claims have been or may be asserted against the Company relating to the conduct of its businesses, including product liability, environmental and other claims. These proceedings and claims are incidental to the ordinary course of business. 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 costs will be incurred materially in excess of accruals already recognized.
Note 13—Guarantees
Under various financing arrangements for certain customers, including independent retail dealerships, the Company provides recourse or repurchase obligations such that it would be obligated in the event of default by the customer. Terms of the third-party financing arrangements for which the Company is providing recourse or repurchase obligations generally range from one to five years. Total amounts subject to recourse or repurchase obligations at June 30, 2023 and December 31, 2022 were $141.5 million and $133.2 million, respectively. As of June 30, 2023, losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying unaudited condensed consolidated financial statements. The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed. The fair value of collateral held at June 30, 2023 was approximately $195.4 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. The Company also regularly monitors the external credit ratings of the entities for which it has provided recourse or repurchase obligations. As of June 30, 2023, the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities; however, there can be no assurance that the risk may not increase in the future. In addition, the Company has an agreement with WF to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to $25.5 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5% of their original loan balance, or $12.1 million as of June 30, 2023. The $25.5 million is included in the $141.5 million of total amounts subject to recourse or repurchase obligations at June 30, 2023.
Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with HYGFS or other unrelated third parties. HYGFS provides debt and lease financing to both dealers and customers. On occasion, the credit quality of a customer or credit concentration issues within WF may require the Company to provide recourse or repurchase obligations of the lift trucks purchased by customers and financed through HYGFS. At June 30, 2023, approximately $129.8 million of the Company's total recourse or repurchase obligations of $141.5 million related to transactions with HYGFS. In connection with the joint venture agreement, the Company also provides a guarantee to WF for 20% of HYGFS’ debt with WF, such that the Company would become liable under the terms of HYGFS’ debt agreements with WF in the case of default by HYGFS. At June 30, 2023, loans from WF to HYGFS totaled $1.2 billion.
Although the Company’s contractual guarantee was $244.5 million, the loans by WF to HYGFS are secured by HYGFS’ customer receivables, of which the Company guarantees $129.8 million. Excluding the HYGFS receivables guaranteed by the Company from HYGFS’ loans to WF, the Company’s incremental obligation as a result of this guarantee to WF is $221.2 million, which is secured by 20% of HYGFS' customer receivables and other secured assets of $288.9 million. HYGFS has not defaulted under the terms of this debt financing in the past, and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods.
Note 14—Equity and Debt Investments
The Company maintains an interest in one variable interest entity, HYGFS. HYGFS is a joint venture with WF 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 and is included in the Americas segment. The Company does not have a controlling financial interest or have the power to direct the activities that most significantly affect the economic performance of HYGFS. Therefore, the Company is not the primary beneficiary and uses the equity method to account for its 20% interest in HYGFS. The Company does not consider its variable interest in HYGFS to be significant.
The Company has a 50% ownership interest in SN, a limited liability company which was formed primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster®- and Yale®-branded lift trucks and related components and service parts outside of Japan. The Company purchases products from SN under agreed-upon terms. The Company's ownership in SN is also accounted for using the equity method of accounting and is included in the JAPIC segment.
The Company's percentage share of the net income or loss from its equity investments in HYGFS and SN is reported on the line “Income from unconsolidated affiliates” in the “Other (income) expense” section of the unaudited condensed consolidated statements of operations. The Company's equity investments are included on the line “Investments in Unconsolidated Affiliates” in the unaudited condensed consolidated balance sheets.
The Company's equity investments in unconsolidated affiliates recorded on the unaudited condensed consolidated balance sheets are as follows:
June 30, 2023
December 31, 2022
HYGFS
$
17.2
$
21.8
SN
32.6
36.0
Bolzoni
0.3
0.4
Dividends received from unconsolidated affiliates are summarized below:
SIX MONTHS ENDED
JUNE 30
2023
2022
HYGFS
$
10.5
$
14.9
SN
—
0.7
$
10.5
$
15.6
Summarized financial information for HYGFS and SN is as follows:
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30
JUNE 30
2023
2022
2023
2022
Revenues
$
121.3
$
103.7
$
229.3
$
210.5
Gross profit
$
44.0
$
43.1
$
83.4
$
86.5
Income from continuing operations
$
15.9
$
17.1
$
27.6
$
31.1
Net income
$
15.9
$
17.1
$
27.6
$
31.1
The Company has a non-U.S. equity investment in a third party valued using a quoted market price in an active market, or Level 1 in the fair value hierarchy. The Company's investment as of June 30, 2023 and December 31, 2022 was $1.1 million and $0.5 million, respectively. Any gain or loss on the investment is included on the line "Other, net" in the "Other (income) expense" section of the unaudited condensed consolidated statements of operations as follows:
The Company has a debt investment in a third party, OneH2, Inc. The Company's investment was $0.8 million as of each June 30, 2023 and December 31, 2022.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") and its subsidiaries, including its operating company Hyster-Yale Group, Inc. ("HYG"), is a leading, globally integrated, full-line lift truck manufacturer. The Company offers a broad array of solutions aimed at meeting the specific materials handling needs of its customers, including attachments and hydrogen fuel cell power products, telematics, automation and fleet management services, as well as a variety of other power options for its lift trucks. The Company, through HYG, designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally, primarily under the Hyster® and Yale® brand names, mainly to independent Hyster® and Yale® retail dealerships. The materials handling business historically has been cyclical because the rate of orders for lift trucks fluctuates depending on the general level of economic activity in the various industries and countries its customers serve. Lift trucks and component parts are manufactured in the United States, China, Northern Ireland, Mexico, the Netherlands, Brazil, the Philippines, Italy, Japan and Vietnam.
The Company operates Bolzoni S.p.A. ("Bolzoni"). Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni®,Auramo® and Meyer® brand names. Bolzoni also produces components for lift truck manufacturers. Bolzoni products are manufactured in the United States, Italy, China, Germany and Finland. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift truck attachments and industrial material handling.
The Company operates Nuvera Fuel Cells, LLC ("Nuvera"). Nuvera is an alternative-power technology company focused on the design, manufacture and sale of hydrogen fuel cell stacks and engines.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to the discussion of Critical Accounting Policies and Estimates as disclosed on pages 15 through 17 in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Critical Accounting Policies and Estimates have not materially changed since December 31, 2022.
FINANCIAL REVIEW
The results of operations for the Company were as follows:
Following is the detail of the Company's unit shipments, bookings and backlog of unfilled orders placed with its manufacturing and assembly operations for new lift trucks, reflected in thousands of units. "Other adjustments" in the first six months of 2022 below represents suspended orders for which the Company has no defined plans to fulfill. As of June 30, 2023, unit backlog excludes 2,500 of these suspended orders. As of June 30, 2023, substantially all of the Company's backlog is expected to be sold within the next twelve months.
The following is the detail of the approximate sales value of the Company's lift truck unit bookings and backlog, reflected in millions of dollars. The dollar value of bookings and backlog is calculated using the current unit bookings and backlog and the forecasted average sales price per unit.
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30
JUNE 30
2023
2022
2023
2022
Bookings, approximate sales value
$
680
$
760
$
1,370
$
1,710
Backlog, approximate sales value
$
3,610
$
3,530
$
3,610
$
3,530
Second Quarter of 2023 Compared with Second Quarter of 2022
The following table identifies the components of change in revenues for the second quarter of 2023 compared with the second quarter of 2022:
Revenues
Lift truck
HY
Americas
EMEA
JAPIC
2022
$
895.4
$
596.6
$
184.8
$
64.9
Increase (decrease) in 2023 from:
Unit volume and product mix
91.8
116.6
(10.4)
(14.4)
Price
77.9
51.3
25.4
1.2
Parts
32.0
29.3
2.7
—
Bolzoni revenues
10.2
—
—
—
Nuvera revenues
0.7
—
—
—
Eliminations
(8.1)
—
—
—
Foreign currency
(3.2)
(1.1)
(0.2)
(1.9)
Other
(6.1)
(4.2)
(1.7)
(0.2)
2023
$
1,090.6
$
788.5
$
200.6
$
49.6
Revenues increased 21.8% to $1,090.6 million in the second quarter of 2023 from $895.4 million in the second quarter of 2022. The increase in Lift Truck revenues was primarily due to higher unit and parts volumes, mainly in the Americas and improved pricing in all geographic regions. The improvement in revenue was partially offset by a decline in unit shipments in EMEA and JAPIC.
Bolzoni revenues increased in the second quarter of 2023 compared with the second quarter of 2022 mainly from higher volume and pricing.
The following table identifies the components of change in operating profit (loss) for the second quarter of 2023 compared with the second quarter of 2022:
Operating Profit (Loss)
Lift truck
HY
Americas
EMEA
JAPIC
2022
$
(15.7)
$
3.1
$
(10.8)
$
(4.0)
Increase (decrease) in 2023 from:
Lift truck gross profit
95.3
77.3
15.8
2.6
Lift truck selling, general and administrative expenses
(21.5)
(15.2)
(3.9)
(2.4)
Bolzoni operations
2.0
—
—
—
Nuvera operations
(1.3)
—
—
—
2023
$
58.8
$
65.2
$
1.1
$
(3.8)
The Company recognized an operating profit of $58.8 million in the second quarter of 2023 compared with an operating loss of $15.7 million in the second quarter of 2022. The increase in Lift Truck operating profit was primarily due to improved gross profit from higher pricing of $77.9 million, mainly in the Americas and EMEA, a shift in sales to higher margin lift trucks and higher unit and parts sales compared with the second quarter of 2022. These items were partially offset by higher selling, general and administrative expenses for increased employee-related costs, including incentive compensation.
Operating profit in the Americas increased primarily due to improved gross profit from higher pricing of $51.3 million, a shift in sales to higher margin lift trucks, higher unit and parts sales, as well as favorable material costs, partially offset by higher selling, general and administrative expenses related to higher employee costs, including incentive compensation.
EMEA recognized operating profit of $1.1 million in the second quarter of 2023 compared with an operating loss of $10.8 million in the second quarter of 2022, primarily from higher gross profit from improved pricing of $25.4 million, partially offset by manufacturing inefficiencies and higher selling, general and administrative expenses.
Bolzoni's operating profit increased to $5.4 million in the second quarter of 2023 compared with $3.4 million in the second quarter of 2022 due to higher gross profit from improved pricing and higher sales volume.
The Company recognized net income attributable to stockholders of $38.3 million in the second quarter of 2023 compared with a net loss of $19.4 million in the second quarter of 2022. The improvement was primarily the result of higher operating profit (loss), partially offset by higher income taxes and interest expense. See Note 5 of the Company's condensed consolidated financial statements for further discussion of the Company's income tax provision.
First Six Months of 2023 Compared with First Six Months of 2022
The following table identifies the components of change in revenues for the first six months of 2023 compared with the first six months of 2022:
Revenues increased 21.3% to $2,089.9 million in the first six months of 2023 from $1,723.0 million in the first six months of 2022. The increase was primarily due to higher unit and parts volume in the Americas, improved pricing and a shift in sales to higher-priced lift trucks in the Americas and EMEA.
The following table identifies the components of change in operating profit for the first six months of 2023 compared with the first six months of 2022:
Operating Profit (Loss)
Lift truck
HY
Americas
EMEA
JAPIC
2022
$
(34.0)
$
7.5
$
(22.2)
$
(7.7)
Increase (decrease) in 2023 from:
Lift truck gross profit
166.8
131.5
28.3
5.6
Lift truck selling, general and administrative expenses
(32.7)
(26.3)
(2.4)
(4.0)
Bolzoni operations
4.4
—
—
—
Nuvera operations
(3.1)
—
—
—
2023
$
101.4
$
112.7
$
3.7
$
(6.1)
The Company recognized an operating profit of $101.4 million in the first six months of 2023 compared with an operating loss of $34.0 million in the first six months of 2022. The increase in Lift Truck operating profit was primarily due to improved gross profit from higher pricing of $152.2 million, mainly in the Americas and EMEA, and a shift in sales to higher margin lift trucks and higher unit and parts sales compared with the first six months of 2022. These items were partially offset by higher selling, general and administrative expenses for increased employee-related costs, including incentive compensation.
Operating profit in the Americas increased primarily due to improved gross profit from higher pricing of $96.6 million, a shift in sales to higher margin lift trucks and increased unit and parts sales, partially offset by higher selling, general and administrative expenses, related to higher employee costs, including incentive compensation.
EMEA's operating profit improved mainly due to improved gross profit from improved pricing of $53.1 million, partially offset by material cost inflation and manufacturing inefficiencies.
JAPIC's operating loss improved to $6.1 million in the first six months of 2023 from $7.7 million in the first six months of 2022, primarily due to higher gross profit from a shift in mix to higher-margin products and price increases, partially offset by higher selling, general and administrative expenses for increased employee-related costs and marketing programs.
Bolzoni's operating profit increased to $9.8 million in the first six months of 2023 compared with $5.5 million in the first six months of 2022 due to higher gross profit from a shift in mix to higher-margin products and higher volume, partially offset by material cost inflation.
Nuvera's operating loss increased to $19.0 million in the first six months of 2023 compared with $16.0 million in the first six months of 2022 primarily from higher selling, general and administrative expenses for increased employee-related costs, including incentive compensation, and product development.
The Company recognized net income attributable to stockholders of $64.9 million in the first six months of 2023 compared with a net loss of $44.4 million in the first six months of 2022. The improvement was primarily the result of the factors affecting operating profit (loss), partially offset by higher income taxes and interest expense. See Note 5 of the Company's condensed consolidated financial statements for further discussion of the Company's income tax provision.
The following tables detail the changes in cash flow for the six months ended June 30:
2023
2022
Change
Operating activities:
Net income (loss)
$
66.0
$
(42.9)
$
108.9
Depreciation and amortization
22.5
22.1
0.4
Dividends from unconsolidated affiliates
10.5
15.6
(5.1)
Working capital changes
Accounts receivable
(55.4)
(100.4)
45.0
Inventories
(19.8)
(32.5)
12.7
Accounts payable and other liabilities
10.6
153.9
(143.3)
Other current assets
(7.3)
(7.1)
(0.2)
Other operating activities
17.7
(8.5)
26.2
Net cash provided by operating activities
44.8
0.2
44.6
Investing activities:
Expenditures for property, plant and equipment
(10.6)
(15.3)
4.7
Proceeds from the sale of assets and business
1.9
0.8
1.1
Purchase of noncontrolling interest
(3.2)
(8.4)
5.2
Net cash used for investing activities
(11.9)
(22.9)
11.0
Cash flow before financing activities
$
32.9
$
(22.7)
$
55.6
Net cash provided by operating activities increased $44.6 million in the first six months of 2023 compared with the first six months of 2022, primarily as a result of higher net income and non-cash adjustments for stock compensation and currency translation partially offset by changes in working capital items. The changes in working capital were mainly due to a decrease in customer deposits received related to down payments on orders partially offset by a smaller increase in accounts receivable in the first six months of 2023 compared with the first six months of 2022.
The change in net cash used for investing activities during the first six months of 2023 compared with the first six months of 2022 was due to the purchase of Bolzoni's noncontrolling interest in 2023 compared with the first installment purchase of the noncontrolling interest of Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd. in 2022 and lower capital expenditures.
2023
2022
Change
Financing activities:
Net increase (decrease) of long-term debt and revolving credit agreements
$
(15.8)
$
44.6
$
(60.4)
Cash dividends paid
(12.4)
(11.1)
(1.3)
Other
(0.7)
—
(0.7)
Net cash provided by (used for) financing activities
$
(28.9)
$
33.5
$
(62.4)
The change in net cash used for financing activities was primarily due to repayments of debt in the first six months of 2023 compared with additional borrowings during the first six months of 2022.
Financing Activities
The Company has a $325.0 million secured, floating-rate revolving credit facility (the "Facility") that expires in June 2026 and a $225.0 million term loan (the "Term Loan"), which matures in May 2028. The Facility was amended in the second quarter of 2023 for the purpose of, among other items, (i) establishing a new tranche of revolving loans with aggregate commitments of $25.0 million under the Facility and (ii) changing the benchmark interest rate for U.S. dollar-denominated borrowings under the Facility from LIBOR to Term SOFR, each as defined in the Facility. The Term Loan was amended in the second quarter of 2023 for the purpose of changing the benchmark interest rate for borrowings under the Term Loan from LIBOR to Term SOFR,
each as defined in the Facility. See Note 10 of the Company's condensed consolidated financial statements for further discussion.
The Facility can be increased up to $400.0 million over the term of the Facility in minimum increments of $10.0 million, subject to approval by the lenders. The obligations under the Facility are generally secured by a first priority lien on working capital assets of the borrowers and guarantors in the Facility, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property. The approximate book value of assets held as collateral under the Facility was $1.2 billion as of June 30, 2023.
The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Facility. The Facility limits the payment of dividends and other restricted payments the Company may make unless certain total excess availability and/or fixed charge coverage ratio thresholds, each as set forth in the Facility, are satisfied. The Facility also requires the Company to achieve a minimum fixed charge coverage ratio when total excess availability is less than the greater of 10% of the total borrowing base, as defined in the Facility, and $20.0 million. At June 30, 2023, the Company was in compliance with the covenants in the Facility.
The new $25.0 million tranche will terminate on May 1, 2024 unless otherwise terminated prior to such date by the Company in accordance with the terms of the Facility. Commencing December 1, 2023, the new $25.0 million tranche will amortize on a monthly basis in the amount of $4.2 million per month.
Key terms of the Facility as of June 30, 2023 were as follows:
FACILITY
U.S. borrowing capacity
$
235.0
Non-U.S. borrowing capacity
90.0
Outstanding
127.6
Availability restrictions
7.8
Availability
$
189.6
FILO LOANS
LOANS OTHER THAN FILO LOANS
Applicable margins, as defined in agreement
U.S. base rate loans
2.25%
0.25% to 0.75%
SOFR, EURIBOR and foreign base rate loans
3.25%
1.25% to 1.75%
SOFR adjustment, as defined in agreement
0.10%
0.10%
Applicable margins, for amounts outstanding
U.S. base rate and SOFR loans
—
0.50%; 1.50%
Non-U.S. base rate and SOFR loans
3.25%
1.50%
Applicable interest rate, for amounts outstanding
SOFR
8.44
%
6.77%
EURIBOR
—
4.40%
Facility fee, per annum on unused commitment
—
0.25%
The Term Loan requires quarterly principal payments on the last day of each March, June, September and December, which commenced September 30, 2021, in an amount equal to $562,500 and the final principal repayment is due in May 2028. The Company may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.
The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the borrowers and guarantors of the Facility, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory. The approximate book value of assets held as collateral under the Term Loan was $800 million as of June 30, 2023.
In addition, the Term Loan includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Term Loan. The Term Loan limits the payment of dividends and other restricted payments the Company may make in any fiscal year, unless the consolidated total net leverage ratio, as defined in the Term Loan, does not exceed 2.50 to 1.00 at the time of the payment. At June 30, 2023, the Company was in compliance with the covenants in the Term Loan.
Key terms of the Term Loan as of June 30, 2023 were as follows:
TERM LOAN
Outstanding
$
220.5
Discounts and unamortized deferred financing fees
3.7
Net amount outstanding
$
216.8
Applicable margins, as defined in agreement
U.S. base rate loans
2.50%
SOFR
3.50%
SOFR adjustment, as defined in agreement
0.11%
SOFR floor
0.50%
Applicable interest rate, for amounts outstanding
8.72%
The Company had other debt outstanding, excluding finance leases, of approximately $170.4 million at June 30, 2023. In addition to the excess availability under the Facility of $189.6 million, the Company had remaining availability of $25.9 million related to other non-U.S. revolving credit agreements at June 30, 2023.
The Company believes funds available from cash on hand, the Facility, other available lines of credit and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments during the next twelve months and until the expiration of the Facility in June 2026.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2022, there have been no significant changes in the total amount of the Company's contractual obligations or commercial commitments, or the timing of cash flows in accordance with those obligations, as reported on pages 23 and 24 in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Capital Expenditures
The following table summarizes actual and planned capital expenditures:
Six Months Ended June 30, 2023
Planned for Remainder of 2023
Planned 2023 Total
Actual 2022
Lift truck business
$
7.5
$
44.1
$
51.6
$
20.3
Bolzoni
2.0
7.4
9.4
5.5
Nuvera
1.1
3.0
4.1
3.0
$
10.6
$
54.5
$
65.1
$
28.8
Planned expenditures for the remainder of 2023 are primarily for product development, improvements to information technology infrastructure and improvements at manufacturing locations and manufacturing equipment. The principal sources of financing for these capital expenditures are expected to be internally generated funds and bank financing.
The Company's capital structure is presented below:
JUNE 30 2023
DECEMBER 31 2022
Change
Cash and cash equivalents
$
65.7
$
59.0
$
6.7
Other net tangible assets
689.3
625.0
64.3
Intangible assets
41.3
42.7
(1.4)
Goodwill
52.2
51.3
0.9
Net assets
848.5
778.0
70.5
Total debt
(542.3)
(552.9)
10.6
Total temporary and permanent equity
$
306.2
$
225.1
$
81.1
Debt to total capitalization
64
%
71
%
(7)
%
PERSPECTIVES AND OUTLOOK
Market Commentary
The global economic outlook remains uncertain with continuing moderating activity in certain parts of the world, including EMEA. This weakness is due to tight monetary policies designed to contain inflation and labor market shortages, among other factors. Despite these challenges, the deceleration in the U.S.'s economy and lift truck market has been more moderate than previously predicted.
The latest publicly available lift truck market data indicates that new unit, first-quarter 2023 booking activity decreased in all major geographies compared with strong prior-year levels but was still ahead of pre-pandemic volumes. Internal company estimates suggest that the global lift truck market decline accelerated in the second quarter of 2023, with all major geographies experiencing booking declines compared with the prior year.
Looking ahead, the Company continues to expect a full-year 2023 lift truck market decline in all regions compared with 2022. This decline is anticipated to accelerate in the second half of 2023 compared with the first half in all markets. However, 2023's market unit volumes are projected to remain reasonably strong in most regions compared with pre-pandemic levels.
Consolidated Strategic Perspective
The Company believes the improving 2023 results are due to actions taken since the COVID-19 pandemic began, implementation of key strategies and projects and significant process improvements made over the past few years, all of which position the Company for substantial longer-term growth. The Company believes its more mature Lift Truck and Bolzoni businesses are the foundation for this improvement, while the Nuvera business has substantial growth prospects that have yet to be realized.
Operational Perspectives - Lift Truck Business
Second-quarter 2023 lift truck bookings decreased moderately from first-quarter 2023 and prior-year levels due to several factors, including a healthy, but declining, global market and a continued focus on booking orders with strong margins. Despite the bookings decrease, market share improved compared to the prior year. Looking forward, second-half 2023 booking levels are projected to be comparable year-over-year due to a steadier-than-expected market and anticipated market share gains. Full-year 2023 bookings are forecasted to decline compared with full-year 2022.
Production and shipment volumes are anticipated to continue to increase in second-half 2023 compared with the prior year period. The Company expects its extended backlog to continue trending lower toward more normal levels over time as planned production rates increase and given bookings expectations. At the end of second-quarter 2023, the backlog of nearly 93,000 units was down 19% from its peak in the first-quarter 2022. Lead times and backlog levels will likely remain above desired levels for some time. However, this extended backlog, valued at $3.6 billion, which is almost a full year of revenue, should serve as a shock absorber for the business if bookings decline more rapidly.
The trend of higher average unit booking and backlog prices and margins continued in the second quarter largely due to order selectivity and enhanced pricing to offset prior years' inflation. Although certain material and labor cost increases continue, the
rate of increase has slowed substantially, particularly in the Americas. Forward economic indicators suggest inflationary pressures will stabilize throughout the second half of 2023. As of June 30, 2023, the Company has worked through essentially all of its lower-priced, lower-margin backlog units booked before price increases implemented in 2021 and 2022 went into effect. In the second half of 2023, the Company expects to maintain an improved price-to-cost ratio, in part to address projected cost increases in certain categories and geographies. The Company continues to monitor material and labor costs closely, as well as the impact of tariffs and competition, and will adjust forward pricing accordingly. As a result of stabilizing cost inflation and the higher-priced truck production, the Company believes average unit margins will continue to increase in the second half of 2023 compared with the prior year period. This improvement is anticipated to continue into the beginning of 2024 as newer bookings with higher margins are scheduled for production.
The factors outlined above, as well as the benefits from the Company's maturing strategic initiatives, are expected to lead to significant increases in revenue and operating profit in second-half 2023 compared with the respective prior year period. Operating profit in the third quarter is expected to decrease from the strong second-quarter results due to normal business seasonality combined with ongoing EMEA production challenges and an anticipated mix shift toward lower margin sales channels. Fourth-quarter 2023 results are expected to increase meaningfully over the third quarter, due in part to anticipated improvements in EMEA and the absence of planned production outages. However, these forecasts are highly sensitive, in particular to the impact of global supply chain adjustments and production capabilities.
Strategic Perspectives - Lift Truck
From a broad perspective, the Lift Truck business has three core strategies that are expected to transform the Company’s competitiveness, market position and economic performance over time:
•Provide the lowest cost of ownership while improving customer productivity, including for low-intensity applications. The Lift Truck business' capabilities in this area are expected to be enhanced by bringing to market a wide variety of vehicle innovations including: new modular and scalable product families, truck electrification projects and technology advancements in vehicle automation, power options and operator assist systems;
•Be the leader in the delivery of industry- and customer-focused solutions by transforming the Company's sales approach to meet a wide variety of customer needs across a broad set of end markets; and
•Be the leader in independent distribution by focusing on effectively coordinating dealer and major account coverage, enhancing dealer excellence and ensuring outstanding dealer ownership globally.
The Company continues to make progress on its high priority projects. The Lift Truck business launched its heart-of-the-line modular, scalable lift trucks in the EMEA and Americas markets in 2022. Given the current extended backlog, the production ramp-up for this new product line is occurring gradually. The Company plans to launch these models in the JAPIC market in the second half of 2023. These products are expected to help reduce supply chain costs and working capital, and better meet customer needs.
The Lift Truck business has key projects geared toward electrifying trucks used for applications now dominated by internal combustion engine trucks through the use of advancements in electric power options. The Company also has key projects focused on applying technology advancements in automation product options and operator assist systems. The Company delivered its first electrified fuel cell Container Handler to the Port of Los Angeles for testing in late 2022. In second-half 2023, the Company anticipates delivering an electrified fuel cell Reach Stacker to the Port of Valencia, Spain, and delivering a new electrified fuel cell Terminal Tractor and an electrified fuel cell empty Container Handler to a customer in Hamburg, Germany. The Company is also exploring options for other electrification projects within the European Union.
Operational and Strategic Perspectives - Bolzoni
Bolzoni anticipates a modest decline in revenues in second-half 2023 due to a projected market decline. As a result, second-half 2023 operating profit is expected to moderate from the strong first-half performance, but significantly exceed the prior-year second half as a result of continuing year-over-year margin improvement.
Bolzoni's core strategy is to be the leader in the attachments business. In this context, Bolzoni continues to concentrate on driving its "One Company - 3 Brands" approach globally, increasing its Americas business and focusing on strengthening its ability to serve key attachment industries and customers in all global markets. As part of this approach, Bolzoni also intends to increase its sales, marketing and product capabilities in North America and Europe to support its industry-specific sales strategy.
Nuvera's core strategy is to be a leader in the fuel cell business. Nuvera continues to focus on placing 45kW and 60kW fuel cell engines in heavy-duty vehicle applications for which battery-only electrification does not provide an adequate solution. As a result, these applications are expected to have significant and nearer-term fuel cell adoption potential. Nuvera has announced several projects with various third parties to test Nuvera® engines in targeted applications, including the Port of Los Angeles, which began testing in late 2022, in multiple European ports, which are projected to begin testing in the second half of 2023, in bus applications in China and India and in marine applications in the Netherlands. Nuvera is also developing a new, larger 125kW fuel cell engine for heavier-duty applications and plans to launch modular fuel cell-powered generators for stationary and mobile applications.
In the second half of 2023, Nuvera plans to continue to focus on increasing customer product demonstrations and customer bookings. Nuvera is expanding its presence in Europe and China. Recurring orders from current customers are booked for the period and are expected to result in higher sales compared with the second half of 2022. The business expects to generate a lower loss in the second half of 2023 compared with the second half of 2022 and first half of 2023 largely due to anticipated higher shipments moderated by increased development and other costs. The increased volume of engine demonstrations should significantly enhance the foundation for future fuel cell engine technology adoption and improved financial returns.
Consolidated Outlook
At the consolidated level, second-half 2023 operating profit and net income are expected to be significantly higher than second-half 2022. Full-year 2023 margin expansion, led by strong first-half improvements, is expected to generate substantial operating profit and net income for the 2023 full year. This should drive solid progress toward the Company's 7% operating profit margin and greater than 20% return on capital employed goals at both the Lift Truck and Bolzoni businesses. These expectations are based on the Company's ability to effectively manage its ongoing component and labor costs and increase its production levels.
The programs to reduce inventory and generate cash are anticipated to show substantial progress in the second half of 2023. The Company is committed to reducing its leverage and enhancing its cash flows through ongoing action plans and continued discipline over capital expenditures and operating expenses. Capital expenditures are expected to be approximately $65 million for full-year 2023, with spending more heavily weighted to the second half of the year. This full-year increase compares to significantly restrained 2022 levels. Higher expenditures are necessary to adequately maintain the Company’s facilities and product development programs. Working capital control continues to be an area of intense focus for the Company. Inventory levels remain elevated and above pre-pandemic levels but are decreasing. Efforts to maximize the use of on-hand inventory are expected to help reduce excess inventory levels throughout the Company in the 2023 second half. Supply constraints continue to be an issue periodically, while labor constraints are increasing, causing certain production and inventory usage challenges. However, the Company anticipates continued inventory improvements over the remainder of the year. As a result of these actions, the Company expects a significant increase in cash flow before financing activities for the full-year 2023 compared with 2022. Efforts to make further progress are expected to continue in 2024.
EFFECTS OF FOREIGN CURRENCY
The Company operates internationally and enters 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 (loss) 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 Quarterly Report on 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. 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. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation: (1) delays in delivery and other supply chain disruptions, or increases in costs as a result of inflation or otherwise, including materials and transportation costs and shortages, the imposition of tariffs, or the renewal of tariff exclusions, on raw materials or sourced products, and labor, or changes in or unavailability of quality suppliers or transporters, including the impacts of the foregoing risks on the Company's liquidity, (2) delays in manufacturing and delivery schedules, (3) customer acceptance of pricing, (4) the ability of the Company and its dealers, suppliers and end-users to
access credit in the current economic environment, or obtain financing at reasonable rates, or at all, as a result of interest rate volatility and current economic and market conditions, including inflation, (5) reduction in demand for lift trucks, attachments and related aftermarket parts and service on a global basis, including any reduction in demand as a result of an economic recession, (6) unfavorable effects of geopolitical and legislative developments on global operations, including without limitation the entry into new trade agreements and the imposition of tariffs and/or economic sanctions, as well as armed conflicts, including the Russia/Ukraine conflict, and their regional effects, (7) exchange rate fluctuations, interest rate volatility and monetary policies and other changes in the regulatory climate in the countries in which the Company operates and/or sells products, (8) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives, (9) the successful commercialization of Nuvera's technology, (10) the political and economic uncertainties in the countries where the Company does business, as well as the effects of any withdrawals from such countries, (11) bankruptcy of or loss of major dealers, retail customers or suppliers, (12) customer acceptance of, changes in the costs of, or delays in the development of new products, (13) introduction of new products by, more favorable product pricing offered by or shorter lead times available through competitors, (14) product liability or other litigation, warranty claims or returns of products, (15) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation, (16) the ability to attract, retain, and replace workforce and administrative employees, (17) disruptions resulting from natural disasters, public health crises, political crises or other catastrophic events, and (18) the ability to protect the
Company’s information technology infrastructure against service interruptions, data corruption,
cyber-based attacks or network breaches.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See pages 27 and 28 and F-22 through F-25 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the Company's derivative hedging policies and use of financial instruments. There have been no material changes in the Company's market risk exposures since December 31, 2022.
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 Company's management, including the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal control over financial reporting: During the second quarter of 2023, there were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1Legal Proceedings
None
Item 1ARisk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 in the section entitled “Risk Factors.”
Item 2Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3Defaults Upon Senior Securities
None
Item 4Mine Safety Disclosures
Not applicable
Item 5Other Information
None of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934) adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the Company’s fiscal quarter ended June 30, 2023.
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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.
Hyster-Yale Materials Handling, Inc.
Date:
August 1, 2023
/s/ Jennifer M. Langer
Jennifer M. Langer
Vice President, Controller and Chief Accounting Officer (principal accounting officer)
