SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
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 1-9172
NACCO Industries, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1505819
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5875 LANDERBROOK DRIVE, MAYFIELD HEIGHTS, OHIO 44124
(Address of principal executive offices) Zip code
Registrant's telephone number, including area code (216) 449-9600
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 to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the last 90 days.
YES X NO
Number of shares of Class A Common Stock outstanding at
July 31, 1994: 7,203,850
Number of shares of Class B Common Stock outstanding at
July 31, 1994: 1,746,657
NACCO INDUSTRIES, INC.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - June 30, 1994
and December 31, 1993
Unaudited Consolidated Statements of Income -
for the Three and Six Months Ended June 30,
1994 and 1993
Unaudited Consolidated Statements of Cash Flows -
for the Six Months Ended June 30, 1994 and 1993
Notes to Unaudited Consolidated Financial
Statement
Item 2 - Management's Discussion and Analysis of Results
of Operations and Financial Condition
Part II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
Exhibit Index
PART I
Item 1 - Financial Statements
CONSOLIDATED BALANCE SHEETS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Unaudited) (Audited)
JUNE 30 DECEMBER 31
1994 1993
(In thousands)
ASSETS
Current Assets
Cash and cash equivalents $ 38,154 $ 29,149
Accounts receivable, net 194,845 200,112
Inventories 309,365 238,168
Prepaid expenses and other 37,214 37,373
579,578 504,802
Other Assets 44,757 45,438
Property, Plant and Equipment, Net 490,569 496,213
Deferred Charges
Goodwill, net 478,434 487,963
Deferred costs and other 64,581 64,663
Deferred income taxes 37,434 43,414
580,449 596,040
Total Assets $1,695,353 $1,642,493
See notes to unaudited consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Unaudited) (Audited)
JUNE 30 DECEMBER 31
1994 1993
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 196,887 $ 148,397
Revolving credit agreements 65,632 35,178
Current maturities of long-term obligations 103,240 55,016
Income taxes 13,109 27,198
Other current liabilities 128,470 131,666
507,338 397,455
Notes Payable - not guaranteed by
the parent company 296,307 357,788
Obligations of Project Mining Subsidiaries -
not guaranteed by the parent company or
its North American Coal subsidiary 336,091 338,504
Obligation to United Mine Workers of America
Combined Benefit Fund 156,535 163,217
Self-insurance Reserves and Other 115,175 108,648
Minority Interests 37,670 41,255
Stockholders' Equity
Common stock:
Class A, par value $1 per share, 7,203,678
shares outstanding (1993--7,177,075 shares
outstanding) 7,204 7,177
Class B, par value $1 per share, convertible
into Class A on a one-for-one basis,
1,746,829 shares outstanding
(1993--1,763,503 shares outstanding) 1,747 1,764
Capital in excess of par value 2,707 2,548
Retained income 231,958 226,212
Foreign currency translation adjustment
and other 2,621 (2,075)
246,237 235,626
Total Liabilities and Stockholders' Equity $1,695,353 $1,642,493
See notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1994 1993 1994 1993
(In thousands, except per share data)
Net sales $433,490 $356,887 $814,541 $698,782
Other operating revenues 3,417 1,848 5,614 3,774
Total Revenues 436,907 358,735 820,155 702,556
Cost of sales 346,111 289,559 651,555 565,528
Gross Profit 90,796 69,176 168,600 137,028
Selling, administrative and
general expenses 54,558 51,993 108,612 100,496
Amortization of goodwill 3,425 3,442 6,873 6,897
Operating Profit 32,813 13,741 53,115 29,635
Other income (expense)
Interest income 424 481 762 920
Interest expense (15,855) (15,847) (30,648) (32,212)
Other - net (106) 324 (1,390) (454)
(15,537) (15,042) (31,276) (31,746)
Income (Loss) Before Income
Taxes, Minority Interest
and Extraordinary Charge 17,276 (1,301) 21,839 (2,111)
Provision (benefit) for
income taxes 7,846 (596) 9,847 (932)
Net Income (Loss) Before
Minority Interest and
Extraordinary Charge 9,430 (705) 11,992 (1,179)
Minority interest (239) 504 (31) 972
Income (Loss) Before
Extraordinary Charge 9,191 (201) 11,961 (207)
Extraordinary charge,
net-of-tax (3,218) (3,292) (3,218) (3,292)
Net Income (Loss) $ 5,973 $ (3,493) $ 8,743 $ (3,499)
Per Share:
Income (Loss) Before
Extraordinary Charge $ 1.03 $ (.02) $ 1.34 $ (.02)
Extraordinary charge,
net-of-tax (.36) (.37) (.36) (.37)
Net Income (Loss) $ .67 $ (.39) $ .98 $ (.39)
Dividends per share $ .170 $ .165 $ .335 $ .325
See notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
SIX MONTHS ENDED
JUNE 30
1994 1993
(In thousands)
Operating Activities
Net income (loss) $ 8,743 $(3,499)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Extraordinary charge, net-of-tax 3,218 3,292
Depreciation, depletion and amortization 39,995 37,926
Deferred income taxes 1,460 4,048
Other non-cash items (4,082) 494
Working Capital Changes
Accounts receivable (1,659) (3,199)
Inventories (67,284) (31,762)
Other current assets 974 2,615
Accounts payable 38,500 11,106
Accrued income taxes (12,181) (10,490)
Other liabilities 13,682 (7,084)
Net cash provided by operating activities 21,366 3,447
Investing Activities
Expenditures for property, plant and equipment (24,380) (25,747)
Proceeds from the sale of assets 2,728 520
Net cash used by investing activities (21,652) (25,227)
Financing Activities
Additions to long-term obligations and
revolving credit 98,005 27,262
Reductions of long-term obligations and
revolving credit (88,125) (26,383)
(Reductions of) additions to advances from
customers (404) 6,982
Cash dividends paid (2,996) (2,904)
Other - net 827 4,076
Net cash provided by financing activities 7,307 9,033
Effect of exchange rate changes on cash 1,984 (862)
Cash and Cash Equivalents
Increase (decrease) for the period 9,005 (13,609)
Balance at the beginning of the period 29,149 33,847
Balance at the end of the period $38,154 $20,238
See notes to unaudited consolidated financial statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Dollars in Millions, Except Per Share Data)
Note A - Basis of Presentation
NACCO Industries, Inc. ("NACCO") is a holding company with four
operating subsidiaries: The North American Coal Corporation ("North American
Coal"), NACCO Materials Handling Group, Inc. ("NMHG"), Hamilton Beach/Proctor-
Silex, Inc. ("Hamilton Beach/Proctor-Silex"), and The Kitchen Collection, Inc.
("Kitchen Collection").
The accompanying unaudited consolidated financial statements include
the accounts of NACCO and its majority owned subsidiaries (NACCO Industries,
Inc. and Subsidiaries - the "Company"). Intercompany accounts have been
eliminated.
These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with 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 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 June 30, 1994, and the results of its operations
for the three and six month periods and cash flows for the six month periods
ended June 30, 1994 and 1993 have been included.
Operating results for the three and six month periods ended June 30,
1994 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1994. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1993.
The operating profit for the three and six month periods ended June 30,
1993 have been restated to reflect the reclassification in the third quarter
of 1993 of amortization of intangibles as an operating expense. Certain other
amounts in the prior periods' unaudited consolidated financial statements have
been reclassified to conform to the current period's presentation.
Note B - Inventories
Inventories are summarized as follows:
June 30 December 31
1994 1993
Manufacturing inventories:
Finished goods and service parts $154.6 $117.6
Raw materials and work in process 126.5 95.6
LIFO reserve (11.3) (10.2)
Total manufacturing inventories 269.8 203.0
Coal and mining supplies 26.7 23.8
Retail inventories 12.9 11.4
$309.4 $238.2
The cost of manufacturing inventories has been determined by the
last-in, first-out (LIFO) method for 72% and 69% of such inventories as of
June 30, 1994 and December 31, 1993, respectively.
Note C - Extraordinary Charge
The 1994 extraordinary charge of $3.2 million, net of $2.0 million in
tax benefits, reflects the write-off of premiums and unamortized debt issuance
costs associated with the anticipated retirement of approximately $70.0
million of Hyster-Yale Materials Handling 12 3/8% subordinated debentures
("debentures"). Approximately $48.0 million face value of the debentures were
retired in the third quarter of 1994 at the call price of 105. This
retirement has taken place in August using internally generated funds of NMHG
and an equity contribution of approximately $25.0 million by existing
stockholders.
In addition, NMHG amended its existing senior bank credit agreement
during the second quarter to permit the accelerated use of $25.0 million to
retire additional debentures. NMHG intends to retire these additional
debentures as funds become available from operations and other cash
enhancement activities currently in place.
The existing senior bank credit agreement also permits the retirement
of a further $25.0 million of debentures when NMHG achieves a 43% debt to
total capitalization ratio as defined in the agreement.
The 1993 extraordinary charge relates to the retirement of
approximately $50.0 million face value of debentures during the third quarter
of 1993.
Note D Revolving Credit Agreements and Notes Payable
In May, 1994 Hamilton Beach/Proctor-Silex modified its credit agreement
to provide for a $135.0 million revolving credit facility. As of June 30,
1994 Hamilton Beach/Proctor-Silex had available $35.0 million of this
revolving credit facility. The expiration date of this facility (which
currently is May 1997) can be extended one additional year, on an annual
basis, upon the mutual consent of Hamilton Beach/Proctor-Silex and the bank
group, beginning in 1995. In conjunction with this modification, Hamilton
Beach/Proctor-Silex repaid the outstanding balance of its term note of $28.1
million in May 1994. This agreement, secured by all assets of Hamilton
Beach/Proctor-Silex, allows borrowings to be made at either LIBOR, or lender's
prime rate, plus a margin. The borrowing rates are subject to reductions
based upon achievement of predetermined interest coverage ratios. At the end
of the first quarter the stated interest rate was LIBOR plus 1.75%. As of May
10, 1994 the stated interest rate became LIBOR plus 1.00%. In addition, the
modified agreement allows Hamilton Beach/Proctor-Silex to pay dividends, under
certain conditions, to its stockholders. On July 15, 1994 Hamilton
Beach/Proctor-Silex paid a $15.0 million dividend to its stockholders.
On May 10, 1994 Kitchen Collection modified its credit arrangement to
allow for an increase in the outstanding balance on its term loan to $5.0
million. At June 30, 1994 the outstanding balance was $5.0 million. In
addition the scheduled repayments, which previously were in annual
installments through 1997, are now payable in two equal installments due
January 1, 1999 and January 1, 2000. This modification also reduced Kitchen
Collection's stated interest rate to LIBOR plus 0.75% from LIBOR plus 1.50%
and allows for increased levels of dividends to its stockholder. On May 27,
1994 Kitchen Collection paid a dividend of $2.6 million to NACCO.
Item 2 - Management's Discussion and Analysis of Results
of Operations and Financial Condition
(Tabular Dollars in Millions, Except Per Share Data)
FINANCIAL SUMMARY
NACCO's four operating subsidiaries operate in distinct business
environments, and the results of operations and financial condition are best
discussed at the subsidiary level. Information relating to the Company's
operations is presented below. The results for "North American Coal" have
been adjusted to exclude the previously combined results of Bellaire
Corporation, a non-operating subsidiary of NACCO.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1994 1993 1994 1993
REVENUES
NMHG $290.4 $228.7 $535.7 $443.4
Hamilton Beach/Proctor-Silex 76.1 65.9 144.7 131.7
North American Coal 58.3 53.9 117.2 107.7
Kitchen Collection 12.4 10.1 23.2 19.2
Bellaire .7 1.1 1.2 2.3
Eliminations (1.0) (.9) (1.9) (1.7)
$436.9 $358.8 $820.1 $702.6
AMORTIZATION OF GOODWILL
NMHG $ 2.7 $ 2.7 $ 5.4 $ 5.4
Hamilton Beach/Proctor-Silex .7 .7 1.4 1.5
$ 3.4 $ 3.4 $ 6.8 $ 6.9
OPERATING PROFIT (LOSS)
NMHG $ 19.8 $ 7.9 $ 30.9 $ 17.5
Hamilton Beach/Proctor-Silex 3.5 (1.8) 3.1 (4.5)
North American Coal 11.1 9.6 22.7 20.6
Kitchen Collection .2 .2 .1
Bellaire .4 .8 .2
NACCO (2.2) (2.2) (4.4) (4.3)
$ 32.8 $ 13.7 $ 53.1 $ 29.6
OPERATING PROFIT (LOSS)
EXCLUDING GOODWILL
AMORTIZATION
NMHG $ 22.5 $ 10.6 $ 36.3 $ 22.9
Hamilton Beach/Proctor-Silex 4.2 (1.1) 4.5 (3.0)
North American Coal 11.1 9.6 22.7 20.6
Kitchen Collection .2 .2 .1
Bellaire .4 .8 .2
NACCO (2.2) (2.2) (4.4) (4.3)
$ 36.2 $ 17.1 $ 59.9 $ 36.5
FINANCIAL SUMMARY (Continued)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1994 1993 1994 1993
INTEREST INCOME
NMHG $ .2 $ .2 $ .4 $ .3
North American Coal .7 .5 1.3 1.0
Bellaire .3 .3 .6 .6
NACCO .2 .7 .4 1.4
Eliminations (1.0) (1.2) (1.9) (2.4)
$ .4 $ .5 $ .8 $ .9
INTEREST EXPENSE
NMHG $ (9.2) $(10.7) $(17.9) $(21.2)
Hamilton Beach/Proctor-Silex (1.8) (2.0) (3.2) (3.6)
North American Coal (.3) (.1) (.6) (.3)
Kitchen Collection (.1) (.1) (.1) (.1)
NACCO (.8) .2 (1.5) (.7)
Eliminations 1.0 1.2 1.9 2.5
(11.2) (11.5) (21.4) (23.4)
Project mining subsidiaries (4.7) (4.4) (9.3) (8.8)
$(15.9) $(15.9) $(30.7) $(32.2)
OTHER-NET, INCOME (EXPENSE)
NMHG $ .1 $ .6 $ (.5) $
Hamilton Beach/Proctor-Silex (.3) (.4) (.3)
North American Coal (.3) (.1) (.9) (.4)
Bellaire .1
NACCO .1 .1 .3 .2
$ (.1) $ .3 $ (1.4) $ (.5)
NET INCOME (LOSS)
Before extraordinary charge:
NMHG $ 5.3 $ (.2) $ 6.1 $ (1.0)
Hamilton Beach/Proctor-Silex .9 (2.0) (.3) (4.2)
North American Coal 4.3 3.7 8.8 8.2
Kitchen Collection .1 .1
Bellaire .4 .2 .9 .6
NACCO (1.6) (2.5) (3.6) (4.8)
Minority interest (.2) .5 1.0
9.2 (.2) 11.9 (.2)
Extraordinary charge,
net-of-tax (3.2) (3.3) (3.2) (3.3)
$ 6.0 $ (3.5) $ 8.7 $ (3.5)
FINANCIAL SUMMARY (Continued)
SIX MONTHS ENDED
JUNE 30
1994 1993
DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE
NMHG $ 16.2 $ 15.9
Hamilton Beach/Proctor-Silex 7.7 7.7
North American Coal .8 .7
Kitchen Collection .4 .4
NACCO .1
25.2 24.7
Project mining subsidiaries 14.7 13.2
$ 39.9 $ 37.9
CAPITAL EXPENDITURES
NMHG $ 13.9 $ 9.7
Hamilton Beach/Proctor-Silex 6.0 8.2
North American Coal .3 .2
Kitchen Collection .5 .5
NACCO .1
20.7 18.7
Project mining subsidiaries 3.7 7.0
$ 24.4 $ 25.7
JUNE 30 DECEMBER 31
1994 1993
TOTAL ASSETS
NMHG $ 912.4 $ 833.0
Hamilton Beach/Proctor-Silex 307.4 300.3
North American Coal 67.1 63.7
Kitchen Collection 20.6 23.3
Bellaire 93.8 97.0
NACCO 32.6 22.8
1,433.9 1,340.1
Project mining subsidiaries 412.8 416.7
1,846.7 1,756.8
Consolidating eliminations (151.3) (114.3)
$1,695.4 $1,642.5
NORTH AMERICAN COAL
North American Coal mines and markets lignite for use primarily as fuel
for power generation by electric utilities and general industry. The lignite
is surface mined in North Dakota, Texas and Louisiana. Total coal reserves
approximate 2.2 billion tons with 1.4 billion tons committed to electric
utility customers pursuant to long-term contracts.
FINANCIAL REVIEW
Tons sold by North American Coal's four operating mines were as follows
for the three and six months ended June 30:
Three Months Six Months
1994 1993 1994 1993
(thousands of tons)
Coteau Properties 3,617 3,469 7,660 7,300
Falkirk Mining 1,630 1,657 3,449 3,582
Sabine Mining 737 875 1,562 1,615
Red River Mining 174 95 408 192
6,158 6,096 13,079 12,689
Second Quarter of 1994 Compared With Second Quarter of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income for the second quarter of 1994
compared with 1993:
Operating Net
Revenues Profit Income
1993 $53.9 $9.6 $3.7
Volume (tons) .7 .2 .1
Mix of tons sold (.8) (.8) (.5)
Agreed profit per ton (.2) (.2) (.1)
Average selling price (.2) (.2) (.1)
Royalties received .7 .7 .5
Pass-through costs 4.2
Operating costs 1.8 1.1
Other income (expense) (.2)
Differences between effective
and statutory tax rates (.2)
1994 $58.3 $11.1 $4.3
First Six Months of 1994 Compared With First Six Months of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income for the first six months of 1994
compared with 1993:
Operating Net
Revenues Profit Income
1993 $107.7 $20.6 $8.2
Volume (tons) 5.7 1.1 .7
Mix of tons sold (1.9) (1.9) (1.3)
Agreed profit per ton (.3) (.3) (.2)
Average selling price (.4) (.4) (.2)
Royalties received .6 .6 .5
Pass-through costs 5.8 .1
Operating costs 2.9 1.8
Other income (expense) (.5)
Differences between effective
and statutory tax rates (.2)
1994 $117.2 $22.7 $8.8
The favorable impact from volume reflects the overall increase in tons
sold due to higher customer demand at Coteau and Red River, offset somewhat by
decreased tonnage at Falkirk and Sabine, primarily due to the timing of
lignite shipments. While overall sales tons were higher, the mix of tons sold
was unfavorable because Red River sold its additional tons at lower prices in
1994. Royalties were favorable due to receipts in 1994 relating to former
coal properties which were not received in 1993. Increases in pass-through
costs at the project mines, which are included in the cost of coal to the
utility customer, increased revenues $4.2 million in the second quarter and
$5.8 million during the first six months of 1994. These pass-through costs
include costs of operations, interest expense and certain other income and
expense items. Increases and decreases in pass-through costs do not impact
net income. The favorable impact from reduced operating costs relate
primarily to lower costs at the Red River Mine.
Other Income and Expense
Items of other income (expense) for North American Coal were as follows
for the three and six months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Interest income
project mining subsidiaries $ .2 $ .1 $ .3 $ .2
other mining operations .5 .4 1.0 .8
$ .7 $ .5 $ 1.3 $ 1.0
Interest expense
project mining subsidiaries $(4.7) $(4.4) $(9.3) $(8.8)
other mining operations (.3) (.1) (.6) (.3)
$(5.0) $(4.5) $(9.9) $(9.1)
Other-net
project mining subsidiaries $ .4 $ .1 $ .5 $ .1
other mining operations (.7) (.2) (1.4) (.5)
$ (.3) $ (.1) $ (.9) $ (.4)
Provision for Income Taxes
Income before income taxes, provision for income taxes and the effective
tax rate for North American Coal were as follows for the three and six months
ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Income before income taxes $6.5 $ 5.4 $13.2 $12.1
Provision for income taxes $2.2 $ 1.6 $ 4.4 $ 3.8
Effective tax rate 33.5% 30.2% 33.0% 31.0%
LIQUIDITY AND CAPITAL RESOURCES
North American Coal has in place a $50.0 million revolving credit
facility. The expiration date of this facility (which currently is September
1996) can be extended one additional year, on an annual basis, upon the mutual
consent of North American Coal and the bank group, beginning in 1994. North
American Coal had $35.0 million of its revolving credit facility available at
June 30, 1994.
The financing of the project mining subsidiaries, which is guaranteed by
the utility customers, consists of long-term equipment leases, notes payable
and non-interest-bearing advances from customers. The obligations of the
project mining subsidiaries do not impact the short- or long-term liquidity of
the Company and are without recourse to NACCO or North American Coal. These
arrangements do not prevent the project mining subsidiaries from paying
dividends in amounts up to their retained earnings.
Supplemental operating data for North American Coal for the three and
six months ended June 30 is presented below:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Income before tax from
operating mines $ 5.9 $ 5.7 $12.3 $11.8
Royalty and other income, net $ 1.7 $ 1.1 $ 3.3 $ 2.8
Headquarters expense $(1.1) $(1.3) $(2.4) $(2.5)
Net income $ 4.3 $ 3.7 $ 8.8 $ 8.2
Supplemental financial data for North American Coal, excluding the
project mining subsidiaries, is presented below:
JUNE 30 DECEMBER 31
1994 1993
Total assets net of current
liabilities (excluding debt) $63.4 $59.0
Debt $17.5 $17.0
Stockholder's equity $34.6 $33.7
Debt to total capitalization 34% 33%
NACCO MATERIALS HANDLING GROUP
NMHG, 97% owned by NACCO, designs, manufactures and markets forklift
trucks and related service parts under the Hyster and Yale brand names.
FINANCIAL REVIEW
The results of operations for NMHG were as follows for the three and six
months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Revenues
Americas $203.1 $156.5 $377.2 $312.0
Europe, Africa and Middle East 70.8 60.9 129.4 110.0
Australia and Far East 16.5 11.3 29.1 21.4
$290.4 $228.7 $535.7 $443.4
Operating profit
Americas $ 14.8 $ 7.6 $ 24.2 $ 17.8
Europe, Africa and Middle East 3.4 (.1) 4.0 (1.2)
Australia and Far East 1.6 .4 2.7 .9
$ 19.8 $ 7.9 $ 30.9 $ 17.5
Operating profit excluding
goodwill amortization
Americas $ 16.8 $ 9.6 $ 28.2 $ 21.8
Europe, Africa and Middle East 4.1 .6 5.4 .1
Australia and Far East 1.6 .4 2.7 1.0
$ 22.5 $ 10.6 $ 36.3 $ 22.9
FINANCIAL REVIEW (Continued)
Second Quarter of 1994 Compared With Second Quarter of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income (loss) for the second quarter of
1994 compared with 1993:
Net
Operating Income
Revenues Profit (Loss)
1993 $228.7 $ 7.9 $(3.5)
Increase (Decrease) in 1994 from:
Unit volume 48.9 9.7 6.4
Sales mix 7.1 2.9 1.9
Average sales price 3.1 3.1 2.1
Service parts 4.8 2.0 1.3
Manufacturing cost (.3) (.2)
Other operating expense (5.2) (3.4)
Foreign currency (2.2) (.3) (.2)
Other income and expense .6
Differences between effective
and statutory tax rates (2.9)
1994 $290.4 $19.8 $2.1
FINANCIAL REVIEW (Continued)
First Six Months of 1994 Compared With First Six Months of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income (loss) for the first six months of
1994 compared with 1993:
Net
Operating Income
Revenues Profit (Loss)
1993 $443.4 $17.5 $(4.3)
Increase (Decrease) in 1994 from:
Unit volume 73.5 14.2 9.4
Sales mix 9.1 4.0 2.6
Average sales price 4.6 4.6 3.0
Service parts 8.8 3.4 2.2
Manufacturing cost .8 .5
Other operating expense (9.3) (6.1)
Foreign currency (3.7) (4.3) (2.8)
Other income and expense 1.9
Differences between effective
and statutory tax rates (3.4)
Change in statutory tax rate (.1)
1994 $535.7 $30.9 $ 2.9
Unit shipments were up approximately 30% and 24% in the Americas and in
Europe, respectively, in the second quarter of 1994 compared with 1993. For
the first six months of 1994 compared with 1993, unit shipments in the
Americas were 18% above 1993 levels while in Europe shipments increased
approximately 21%. In the Americas volume increased as the result of the
expanded market size in North America and improved share. In Europe,
favorable unit volume was primarily the result of share increases. The
positive sales mix results from sales of higher value lift trucks in 1994
which were new product introductions in late 1993. While average sales price
is favorable compared with 1993, pricing in the forklift industry continued to
be at depressed levels. Service parts business continues to improve worldwide
due to the strength of the economy in North America and new marketing programs
and dealers in Europe. During the first six months the negative foreign
currency effect on revenues was caused by translation of the weaker Pound
Sterling to the U.S. Dollar while operating profit was adversely affected by
the strong Japanese Yen, which has increased the cost of products sourced from
Japan.
Other operating expenses have increased due to higher marketing and
engineering costs to support new product introductions and market share gain
strategies along with volume related customer service costs.
NMHG's backlog of orders at June 30, 1994 was approximately 22,000 units
compared to the 12,000 units at December 31, 1993. Backlog has increased due
to a significant increase in orders both in North America and Europe. The
strong 1994 order rate has resulted in increased lead times for selected NMHG
models. Management believes that the NMHG backlog level is consistent with
overall increases in industry backlog levels. NMHG is aggressively moving to
reduce delivery lead times.
Other Income and Expense
Items of other income (expense) for NMHG were as follows for the three
and six months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Interest income $ .2 $ .2 $ .4 $ .3
Interest expense $(9.2) $(10.7) $(17.9) $(21.2)
Other-net $ .1 $ .6 $ (.5) $
The reduction in interest expense in 1994 is due to lower levels of debt
in 1994 after the retirement in 1993 of approximately $50.0 million of
debentures.
Other-net is unfavorable in 1994 compared with the prior year periods
because in 1993 other-net included a $2.1 million gain from the sale of a
former plant site which was not repeated in 1994. Partially offsetting the
effect of the 1993 gain are the improved results in 1994 compared with 1993 of
Sumitomo-Yale, a 50% owned joint-venture.
Provision for Income Taxes
Income (loss) before income taxes, provision (benefit) for income taxes
and the effective tax rate for NMHG were as follows for the three and six
months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Income (loss) before
income taxes $11.0 $(1.9) $12.8 $(3.3)
Provision (benefit) for
income taxes $ 5.7 $(1.7) $ 6.7 $(2.3)
Effective tax rate 51.7% 87.6% 52.0% 69.7%
The higher effective rates in 1993 were due to the relatively low level
of income in 1993 which caused items not deductible for tax purpose, primarily
goodwill amortization, to dramatically increase the rate.
Extraordinary Charge
The 1994 extraordinary charge of $3.2 million, net of $2.0 million in
tax benefits, reflects the write-off of premiums and unamortized debt issuance
costs associated with the anticipated retirement of approximately $70.0
million of Hyster-Yale Materials Handling 12 3/8% subordinated debentures
("debentures"). The 1993 extraordinary charge relates to the retirement of
approximately $50.0 million face value of debentures during the third quarter
of 1993.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $13.9 million during
the first six months of 1994. The majority of these expenditures were for
manufacturing expansion and tooling related to the future production of new
products. It is estimated that NMHG's capital expenditures for the remainder
of 1994 will be approximately $12.1 million. The principal sources of
financing for these capital expenditures are internally generated funds, bank
borrowings and assistance grants from local development boards.
Approximately $48.0 million face value of the debentures were retired in
the third quarter of 1994 at the call price of 105. This retirement has taken
place in August using internally generated funds of NMHG and an equity
contribution of approximately $25.0 million by existing stockholders.
In addition, NMHG amended its existing senior bank credit agreement
during the second quarter to permit the accelerated use of $25.0 million to
retire additional debentures. NMHG intends to retire these additional
debentures as funds become available from operations and other cash
enhancement activities currently in place.
The existing senior bank credit agreement also permits the retirement of
a further $25.0 million of debentures when NMHG achieves a 43% debt to total
capitalization ratio as defined in the agreement.
NMHG's management believes it can meet all of its current and long-term
commitments and operating needs. This is a result of its cash flow from
operations and additional funds available under revolving credit agreements.
At June 30, 1994 NMHG had available all of its $100.0 million revolving credit
facility.
Supplemental financial data for NMHG is presented below:
JUNE 30 DECEMBER 31
1994 1993
Total assets net of current
liabilities (excluding debt) $675.9 $644.0
Goodwill, net $378.5 $383.9
Debt $324.4 $326.6
Stockholders' equity $290.3 $257.1
Debt to total capitalization 53% 56%
HAMILTON BEACH/PROCTOR-SILEX
Hamilton Beach/Proctor-Silex, 80% owned by NACCO, is a leading
manufacturer of small electric appliances. The housewares business is
seasonal. A majority of revenues and operating profit occur in the second
half of the year when sales of small electric appliances increase
significantly for the fall holiday selling season.
FINANCIAL REVIEW
The results of operations for Hamilton Beach/Proctor-Silex were as
follows for the three and six months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Revenues $76.1 $65.9 $144.7 $131.7
Operating profit (loss) $ 3.5 $(1.8) $ 3.1 $ (4.5)
Operating profit (loss) excluding
goodwill amortization $ 4.2 $(1.1) $ 4.5 $ (3.0)
Net income (loss) $ .9 $(2.0) $ (.3) $ (4.2)
Second Quarter of 1994 Compared With Second Quarter of 1993
The following schedule details the components of the changes in
revenues, operating profit (loss) and net income (loss) for the second quarter
of 1994 compared with 1993:
Operating Net
Profit Income
Revenues (Loss) (Loss)
1993 $65.9 $(1.8) $(2.0)
Increase (Decrease) in 1994 from:
Unit volume 7.7 1.7 1.2
Sales mix 1.8 .4 .2
Average sales price 1.3 1.3 .9
Foreign currency translation (.6) (.6) (.4)
Manufacturing cost 2.3 1.5
Other operating expense .2 .1
Other income and expense .3
Differences between effective
and statutory tax rates ( .9)
1994 $76.1 $ 3.5 $ .9
First Six Months of 1994 Compared With First Six Months of 1993
The following schedule details the components of the changes in
revenues, operating profit (loss) and net loss for the first six months of
1994 compared with 1993:
Operating
Profit Net
Revenues (Loss) (Loss)
1993 $131.7 $(4.5) $(4.2)
Increase (Decrease) in 1994 from:
Unit volume 11.0 2.5 1.7
Sales mix 1.5 .3 .2
Average sales price 1.5 1.5 1.0
Foreign currency translation (1.0) (1.0) (.7)
Manufacturing cost 4.5 2.9
Other operating expense (.2) (.1)
Other income and expense .1
Differences between effective
and statutory tax rates (1.2)
1994 $144.7 $ 3.1 $ (.3)
The increase in volume, which was driven primarily by share increases,
related to commercial products, blenders, irons, toasters, food processors and
mixers. Contributing to the favorable sales mix were sales of higher priced
toasters and toaster ovens domestically and across the board increases in
sales of higher priced Canadian products. The favorable impact from price is
due mainly to Canadian products and domestic blenders and coffeemakers. The
improvement in manufacturing costs relates primarily to increased
manufacturing efficiencies and reductions in material and transportation
costs.
Other Income and Expense
Items of other income (expense) for Hamilton Beach/Proctor-Silex were as
follows for the three and six months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Interest expense $(1.8) $(2.0) $(3.2) $(3.6)
Other-net $ (.3) $( .4) $ (.3)
Other-net in the second quarter of 1993 consisted primarily of a loss
from the write-off of certain software costs during the quarter. Other-net
for the first six months of 1994 includes a loss from the sale of certain
equipment and tooling during the first quarter. The reduced interest expense
in 1994 is the result of lower average interest rates offset somewhat by
higher average borrowings.
Provision for Income Taxes
Income (loss) before income taxes, provision (benefit) for income taxes
and the effective tax rate for Hamilton Beach/Proctor-Silex were as follows
for the three and six months ended June 30:
THREE MONTHS SIX MONTHS
1994 1993 1994 1993
Income (loss) before income taxes $1.7 $(4.1) $(.5) $(8.4)
Provision (benefit) for income
taxes $ .8 $(2.1) $(.2) $(4.2)
Effective tax rate 45.1% 51.0% 45.1% 49.3%
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $6.0 million during
the first six months of 1994 and are estimated to be $7.2 million for the
remainder of 1994. The primary purpose of these expenditures is to increase
manufacturing efficiency and to acquire tooling for new and existing products.
These expenditures are funded primarily from internally generated funds and
short-term borrowings.
In May, 1994 Hamilton Beach/Proctor-Silex modified its credit agreement
to provide for a $135.0 million revolving credit facility. As of June 30,
1994 Hamilton Beach/Proctor-Silex had available $35.0 million of this
revolving credit facility. The expiration date of this facility (which
currently is May 1997) can be extended one additional year, on an annual
basis, upon the mutual consent of Hamilton Beach/Proctor-Silex and the bank
group, beginning in 1995. In conjunction with this modification, Hamilton
Beach/Proctor-Silex repaid the outstanding balance of its term note of $28.1
million in May 1994.
This agreement, secured by all assets of Hamilton Beach/Proctor-Silex,
allows borrowings to be made at either LIBOR, or lender's prime rate, plus a
margin. The borrowing rates are subject to reductions based upon achievement
of predetermined interest coverage ratios. At the end of the first quarter
the stated interest rate was LIBOR plus 1.75%. As of May 10, 1994 the stated
interest rate became LIBOR plus 1.00%. In addition, the modified agreement
allows Hamilton Beach/Proctor-Silex to pay dividends, under certain
conditions, to its stockholders. On July 15, 1994 Hamilton Beach/Proctor-Silex
paid a $15.0 million dividend to its stockholders.
Supplemental financial data for Hamilton Beach/Proctor-Silex is
presented below:
JUNE 30 DECEMBER 31
1994 1993
Total assets net of current
liabilities (excluding debt) $235.3 $237.9
Goodwill, net $ 96.0 $100.1
Debt $102.4 $ 86.5
Stockholders' equity $120.1 $138.6
Debt to total capitalization 46% 39%
KITCHEN COLLECTION
Kitchen Collection is a national specialty retailer of kitchenware,
tableware, small electric appliances and related accessories. The specialty
retail business is seasonal with the majority of its revenues and operating
profit being generated in the fourth quarter during the fall holiday selling
season.
FINANCIAL REVIEW
Second Quarter of 1994 Compared With Second Quarter of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income for the second quarter of 1994
compared with 1993:
Operating Net
Revenues Profit Income
1993 $ 10.1 $ .2 $ .1
Increase (decrease) in 1994 from:
Stores opened in 1994 .4
Stores opened in 1993 1.6 .1 .1
Comparable stores .3 .1
Other (.2) (.1)
1994 $12.4 $ .2 $ .1
First Six Months of 1994 Compared With First Six Months of 1993
The following schedule details the components of the changes in
revenues, operating profit and net income for the first six months of 1994
compared with 1993:
Operating Net
Revenues Profit Income
1993 $19.2 $ .1 $ --
Increase (decrease) in 1994 from:
Stores opened in 1994 .5
Stores opened in 1993 3.3 .2 .1
Comparable stores .2
Other (.3) (.1)
1994 $23.2 $--- $---
Provision for Income Taxes
Kitchen Collection's effective tax rate for the three months ended June
30, 1994 and 1993 was 40.8% and 40.1% respectively. During the first six
months of 1994 Kitchen Collection's effective tax rate was 38.9% compared with
34.2% in 1993.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $0.5 million during
the first six months of 1994. Estimated capital expenditures for the
remainder of 1994 are $0.8 million. These expenditures are primarily for new
store openings and improvements to existing facilities. The principal source
of funds for these capital expenditures is internally generated funds. At
June 30, 1994, Kitchen Collection had available all of its $2.5 million line
of credit. This credit line is renewable annually in May and has currently
been extended through May, 1995.
On May 10, 1994 Kitchen Collection modified its credit arrangement to
allow for an increase in the outstanding balance on its term loan to $5.0
million. At June 30, 1994 the outstanding balance was $5.0 million. In
addition the scheduled repayments, which previously were in annual
installments through 1997, are now payable in two equal installments due
January 1, 1999 and January 1, 2000. This modification also reduced Kitchen
Collection's stated interest rate to LIBOR plus 0.75% from LIBOR plus 1.50%
and allows for increased levels of dividends to its stockholder. On May 27,
1994 Kitchen Collection paid a dividend of $2.6 million to NACCO.
Supplemental financial data for Kitchen Collection is presented below:
JUNE 30 DECEMBER 31
1994 1993
Total assets net of current
liabilities (excluding debt) $15.2 $15.0
Goodwill, net $ 3.9 $ 4.0
Debt $ 5.0 $ 2.4
Stockholder's equity $10.0 $12.6
Debt to total capitalization 33% 16%
NACCO AND OTHER
FINANCIAL REVIEW
Second Quarter of 1994 Compared with Second Quarter of 1993
The following schedule details the components of the changes in
operating loss and net loss for the second quarter of 1994 compared with 1993:
Operating Net
Loss Loss
1993 $(2.2) $(2.5)
Administrative general expenses
Payroll related (.2) (.2)
Outside service .1 .1
Other .1
Interest income (.4)
Interest expense (.6)
Differences between effective and
statutory tax rates 2.0
1994 $(2.2) $(1.6)
First Six Months of 1994 Compared With First Six Months of 1993
The following schedule details the components of the changes in
operating loss and net loss for the first six months of 1994 compared with
1993:
Operating Net
Loss Loss
1993 $(4.3) $(4.8)
Administrative general expenses
Payroll related (.4) (.3)
Outside service .2 .1
Other .1
Interest income (.5)
Interest expense (.5)
Differences between effective and
statutory tax rates 2.4
1994 $(4.4) $(3.6)
The reduction in interest income relates to NMHG's Hyster-Yale 12 3/8%
subordinated debentures. In the second quarter of 1993, NACCO owned $23.7
million, face value, of these debentures. These debentures were contributed
to NMHG during the third quarter of 1993. In the second quarter of 1994 NACCO
owned $7.9 million, face value, of these debentures and as a result NACCO has
earned less interest income during the second quarter of 1994 compared with
1993. The differences between effective and statutory tax rates reflects a
reduction in 1994 in the consolidating income tax adjustment recognized at the
reporting entity level.
LIQUIDITY AND CAPITAL RESOURCES
Although the subsidiaries have entered into substantial debt agreements,
NACCO has not guaranteed the long-term debt or any borrowings of its
subsidiaries.
As previously noted in this Management's Discussion and Analysis, the
debt arrangements at Hamilton Beach/Proctor-Silex and Kitchen Collection were
modified on May 10, 1994. These modifications permit the payment of dividends
by Hamilton Beach/Proctor-Silex to NACCO under certain circumstances and
increases the level of dividends that can be paid by Kitchen Collection.
North American Coal continues to be allowed to pay dividends to NACCO.
On July 15, 1994 Hamilton Beach/Proctor-Silex paid a $12.0 million
dividend to NACCO. On May 27, 1994 Kitchen Collection paid a dividend of $2.6
million to NACCO.
The Company believes it can adequately meet all of its current and long-
term commitments and operating needs. This outlook stems from amounts
available under revolving credit facilities, the substantial prepayment of
scheduled debt payments and the utility customers' funding of the project
mining subsidiaries.
BELLAIRE CORPORATION
Bellaire Corporation ("Bellaire") is a non-operating subsidiary of
NACCO. Bellaire's operating results primarily include royalty payments
received on certain coal reserves and mine closing activities related to the
Indian Head Mine, which ceased mining operations in April 1992. Cash payments
related to Bellaire's obligations, net of internally generated funds, are
funded by NACCO and amounted to $2.2 million during the first six months of
1994. During the second quarter of 1994 Bellaire had revenues and operating
profit of $0.7 million and $0.4 million, respectively, compared with revenues
of $1.1 million and breakeven operating profit in 1993. Bellaire's net income
in the second quarter of 1994 and 1993 is $0.4 million and $0.2 million,
respectively.
For the first six months of 1994 Bellaire had revenues and operating
profit of $1.2 million and 0.8 million, respectively, compared with revenues
of $2.3 million and operating profit of $0.2 million in 1993. Bellaire's net
income in the first six months of 1994 and 1993 is $0.9 million and $0.6
million, respectively.
The condensed balance sheets for Bellaire were as follows:
JUNE 3O DECEMBER 31
1994 1993
Net current assets $17.5 $ 18.2
Property, plant and equipment, net .5 .5
Deferred taxes and other assets 65.2 67.0
Obligation to United Mine Workers of
America Combined Benefit Fund (156.5) (163.2)
Other liabilities (24.5) (21.2)
Deficit $(97.8) $(98.7)
Part II
Item 1 - Legal Proceedings
None
Item 2 - Change in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders at
the Annual Meeting of Stockholders held May 11, 1994, with the
results indicated:
Outstanding Shares Entitled to Vote Number of Votes
7,179,585 Class A Common 7,179,585
1,760,993 Class B Common 17,609,930
24,789,515
Item 1. Election of eleven directors for the ensuring year.
Votes
Director Nominee For Withheld Total
Owsley Brown II 23,093,369 38,262 23,131,631
John J. Dwyer 23,091,169 40,462 23,131,631
Robert M. Gates 23,091,569 40,062 23,131,631
E. Bradley Jones 23,087,469 44,162 23,131,631
Dennis W. LaBarre 23,094,369 37,262 23,131,631
Alfred M. Rankin, Jr. 23,093,129 38,502 23,131,631
John C. Sawhill 23,094,429 37,202 23,131,631
Britton T. Taplin 23,093,901 37,730 23,131,631
Frank E. Taplin, Jr. 23,087,329 44,302 23,131,631
Item 2. Confirming the appointment of Arthur Andersen & Co. as
the independent certified public accountants of the Company for
the current fiscal year.
For Against Abstain Total
23,123,311 1,077 7,243 23,131,631
Item 3. Authority to vote on other matters that may properly
come before the meeting.
For Against Total
23,130,431 1,200 23,131,631
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. See Exhibit Index on page of this quarterly report
on Form 10-Q.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NACCO Industries, Inc.
(Registrant)
Date Frank B. O'Brien
August 15, 1994
Frank B. O'Brien
Senior Vice President - Corporate
Development and Chief Financial
Officer
Date Steven M. Billick
August 15, 1994
Steven M. Billick
Vice President and Controller
(Principal Accounting Officer)
Exhibit Index
Exhibit
Number** Description of Exhibit
(10) Material Contracts
(cl) Amended and Restated Credit Agreement, dated as of May
10, 1994 among Hamilton Beach/Proctor-Silex, Inc.,
Proctor-Silex Canada, Inc., Proctor-Silex S.A. DE C.V.,
the banks named on the signatory pages and the Chase
Manhattan Bank is attached hereto as Exhibit 10 (cl).
(cli) Confirmation Agreement dated May 10, 1994 among
Hamilton Beach/Proctor-Silex, Inc., Housewares Holding
Company, Precis [521] Ltd., HB-PS Holding Company,
Inc., Proctor-Silex Canada, Inc., NACCO Industries,
Glen Dimplex, Glen Electric, Ltd., the banks named on
the signatory pages, the Chase Manhattan Bank and the
Chase Manhattan Bank of Canada is attached hereto as
Exhibit 10 (cli).
(clii) Term Note Agreement dated May 10, 1994 by and between
The Kitchen Collection, Inc. and Society National Bank
is attached hereto as Exhibit 10 (clii).
*(cliii) Amendment No. 2 to The North American Coal Corporation
Deferred Compensation Plan for Management Employees,
effective January 1, 1994, is attached hereto as
Exhibit 10 (cliii).
*(cliv) Amendment No. 2 to the Hamilton Beach/Proctor-Silex,
Inc. Profit Sharing Retirement Plan, effective March
15, 1994 is attached hereto as Exhibit 10 (cliv).
*(clv) Amendment No. 2 to the Hamilton Beach/Proctor-Silex,
Inc. Deferred Compensation Plan for George C. Nebel
effective January 1, 1994 is attached hereto as Exhibit
10 (clv).
*(clvi) Amendment No. 2 to The North American Coal Corporation
Retirement Savings Plan is attached hereto as Exhibit
10 (clvi).
*(clvii) Amendment No. 3 to The North American Coal Corporation
Salaried Employees Pension Plan, effective March 15,
1994 is attached hereto as Exhibit 10 (clvii)
*(clviii) Amendment No. 2 to the Hyster-Yale Materials Handling,
Inc. Annual Incentive Compensation Plan effective
January 1, 1994 is incorporated herein by reference to
Exhibit 10 (lxxxxiv) to the Hyster-Yale Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994, Commission File Number 33-28812.
Exhibit Index (Continued)
Exhibit
Number** Description of Exhibit
*(clix) Amendment No. 3 to the Hyster-Yale Materials Handling,
Inc. Long-Term Incentive Compensation Plan effective
January 1, 1994 is incorporated herein by reference to
Exhibit 10 (lxxxxv) to the Hyster-Yale Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994,
Commission File Number 33-28812.
*(clx) Amendment No. 3 to the NACCO Materials Handling Group,
Inc. Profit Sharing Plan effective January 1, 1994 is
incorporated herein by reference to Exhibit 10
(lxxxxvi) to the Hyster-Yale Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, Commission
File Number 33-28812.
*(clxi) Amendment No. 2 to the NACCO Materials Handling Group,
Inc. Profit Sharing Plan effective January 1, 1994 is
incorporated herein by reference to Exhibit 10
(lxxxxvii) to the Hyster-Yale Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, Commission
File Number 33-28812.
*(clxii) Amendment No. 2, dated June 29, 1994, to the Amended
and Restated Credit Agreement among Hyster-Yale
Materials Handling, Inc., NACCO Materials Handling
Group, Inc., the banks listed on the signatory page and
Citicorp North America, Inc. is incorporated herein by
reference to Exhibit 10 (lxxxxviii) to the Hyster-Yale
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, Commission File Number 33-28812.
(11) Computation of Earnings Per Common Share
*Management Contract or Compensation Plan or arrangement required to be filed
as an exhibit pursuant to Item 6(a) of this Quarterly Report on Form 10-Q.
**Numbered in accordance with Item 601 of Regulation S-K.