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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2013
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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HYSTER-YALE MATERIALS HANDLING, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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31-1637659
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5875 LANDERBROOK DRIVE, SUITE 300, CLEVELAND, OHIO
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44124-4069
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(Address of principal executive offices)
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(Zip code)
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(440) 449-9600
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(Registrant's telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page Number
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JUNE 30
2013 |
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DECEMBER 31
2012 |
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(In millions, except share data)
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||||||
ASSETS
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Current Assets
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Cash and cash equivalents
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$
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162.7
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$
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151.3
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Accounts receivable, net
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345.6
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329.2
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Inventories, net
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296.0
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308.6
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Deferred income taxes
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16.1
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10.5
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Prepaid expenses and other
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35.1
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32.2
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Total Current Assets
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855.5
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831.8
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Property, Plant and Equipment, Net
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148.7
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146.1
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Long-term Deferred Income Taxes
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21.9
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16.0
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Investment in Unconsolidated Affiliates
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35.9
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45.3
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Other Non-current Assets
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28.0
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25.2
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Total Assets
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$
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1,090.0
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$
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1,064.4
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LIABILITIES AND EQUITY
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Current Liabilities
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Accounts payable
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$
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292.0
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$
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285.9
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Accounts payable, affiliate
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18.2
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20.6
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Current maturities of long-term debt
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35.4
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35.3
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Accrued payroll
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38.7
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47.1
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Accrued warranty obligations
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28.4
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30.3
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Deferred revenue
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11.6
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11.3
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Other current liabilities
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69.2
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76.6
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Total Current Liabilities
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493.5
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507.1
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Long-term Debt
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99.4
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106.9
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Self-insurance Liabilities
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18.2
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16.5
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Pension and other Postretirement Obligations
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44.6
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50.9
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Other Long-term Liabilities
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50.8
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40.8
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Total Liabilities
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706.5
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722.2
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Stockholders' Equity
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Common stock:
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Class A, par value $0.01 per share, 12,579,675 shares outstanding (2012 - 12,099,535 shares outstanding)
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0.1
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0.1
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Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 4,129,779 shares outstanding (2012 - 4,632,243 shares outstanding)
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0.1
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0.1
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Capital in excess of par value
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165.5
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163.8
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Capital surplus available for dividends
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142.2
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142.2
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Retained earnings
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147.5
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95.1
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Accumulated other comprehensive loss
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(72.8
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(60.0
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Total Stockholders' Equity
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382.6
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341.3
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Noncontrolling Interest
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0.9
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0.9
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Total Equity
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383.5
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342.2
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Total Liabilities and Equity
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$
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1,090.0
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$
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1,064.4
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THREE MONTHS ENDED
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SIX MONTHS ENDED
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||||||||||||
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JUNE 30
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JUNE 30
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2013
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2012
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2013
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2012
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(In millions, except per share data)
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Revenues
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$
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659.6
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$
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602.0
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$
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1,304.5
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$
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1,231.5
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Cost of sales
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545.3
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505.1
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1,081.0
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1,035.6
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Gross Profit
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114.3
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96.9
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223.5
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195.9
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Operating Expenses
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Selling, general and administrative expenses
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78.4
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72.3
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155.5
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141.5
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Operating Profit
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35.9
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24.6
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68.0
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54.4
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Other (income) expense
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Interest expense
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2.3
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3.4
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4.8
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7.2
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Income from unconsolidated affiliates
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(0.6
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(0.9
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(1.5
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(1.9
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Other
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(0.3
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0.6
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(0.5
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0.7
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1.4
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3.1
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2.8
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6.0
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Income Before Income Taxes
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34.5
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21.5
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65.2
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48.4
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Income tax provision (benefit)
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(1.7
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)
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2.0
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4.4
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7.7
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Net Income Attributable to Stockholders
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$
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36.2
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$
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19.5
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$
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60.8
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$
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40.7
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Basic Earnings per Share
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$
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2.16
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$
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1.16
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$
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3.63
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$
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2.43
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Diluted Earnings per Share
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$
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2.16
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$
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1.16
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$
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3.62
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$
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2.42
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Dividends per Share
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$
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0.2500
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$
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—
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$
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0.5000
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$
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—
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|||||||
Basic Weighted Average Shares Outstanding
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16.730
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16.777
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16.735
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16.766
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Diluted Weighted Average Shares Outstanding
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16.789
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16.800
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16.783
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16.794
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THREE MONTHS ENDED
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SIX MONTHS ENDED
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||||||||||||
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JUNE 30
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JUNE 30
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
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(In millions)
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||||||||||||||
Net Income
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$
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36.2
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$
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19.5
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$
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60.8
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$
|
40.7
|
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Other comprehensive income (loss)
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||||||||
Foreign currency translation adjustment
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(10.3
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)
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(15.9
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)
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|
(14.0
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)
|
|
(6.1
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)
|
||||
Current period cash flow hedging activity
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(0.9
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)
|
|
2.6
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(3.1
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)
|
|
2.4
|
|
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Reclassification of hedging activities into earnings
|
1.1
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(0.4
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)
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1.6
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(0.6
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)
|
||||
Reclassification of pension into earnings
|
1.4
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1.5
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2.7
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3.0
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|
||||
Comprehensive Income Attributable to Stockholders
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$
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27.5
|
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$
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7.3
|
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$
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48.0
|
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$
|
39.4
|
|
|
SIX MONTHS ENDED
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||||||
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JUNE 30
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||||||
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2013
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2012
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||||
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(In millions)
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||||||
Operating Activities
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Net income
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$
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60.8
|
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$
|
40.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
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|
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Depreciation and amortization
|
14.9
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|
13.8
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Amortization of deferred financing fees
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1.0
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0.8
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Deferred income taxes
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(11.3
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)
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(3.1
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)
|
||
Stock-based compensation
|
4.7
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|
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—
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Dividends from unconsolidated affiliates
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6.8
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4.6
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Other non-current liabilities
|
—
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(1.7
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)
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Other
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3.8
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1.9
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Working capital changes:
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|
|||
Accounts receivable
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(27.3
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)
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22.3
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|
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Inventories
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6.0
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1.8
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Other current assets
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(2.0
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)
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(2.2
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Accounts payable
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8.5
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(2.4
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)
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Other current liabilities
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(25.8
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)
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(23.4
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)
|
||
Net cash provided by operating activities
|
40.1
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53.1
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Investing Activities
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Expenditures for property, plant and equipment
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(17.0
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)
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(5.9
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)
|
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Proceeds from the sale of assets
|
0.6
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|
0.2
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Other
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9.9
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—
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|
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Net cash used for investing activities
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(6.5
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)
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(5.7
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)
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||
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Financing Activities
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||||
Additions to long-term debt
|
15.0
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|
138.9
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|
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Reductions of long-term debt
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(24.6
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)
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(222.3
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)
|
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Cash dividends paid
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(8.4
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)
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|
—
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Financing fees paid
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—
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(5.6
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)
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Purchase of treasury shares
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(3.0
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)
|
|
—
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Net cash used for financing activities
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(21.0
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)
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(89.0
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)
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||
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Effect of exchange rate changes on cash
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(1.2
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)
|
|
(0.2
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)
|
||
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|
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Cash and Cash Equivalents
|
|
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Increase (decrease) for the period
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11.4
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(41.8
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)
|
||
Balance at the beginning of the period
|
151.3
|
|
|
184.9
|
|
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Balance at the end of the period
|
$
|
162.7
|
|
|
$
|
143.1
|
|
|
|
|
|
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|
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Accumulated Other Comprehensive Income (Loss)
|
|
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||||||||||||||||||||||||||
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Class A Common Stock
|
Class B Common Stock
|
Capital in Excess of Par Value
|
Capital surplus available for dividends
|
Retained earnings (deficit)
|
Foreign Currency Translation Adjustment
|
Deferred Gain (Loss) on Cash Flow Hedging
|
Pension and Postretirement Plan Adjustment
|
Total Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
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||||||||||||||||||||||||||||
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(In millions)
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||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2012
|
$
|
—
|
|
$
|
—
|
|
$
|
165.8
|
|
$
|
185.0
|
|
$
|
(2.9
|
)
|
|
$
|
14.7
|
|
|
$
|
3.3
|
|
|
$
|
(69.6
|
)
|
|
$
|
296.3
|
|
|
$
|
0.8
|
|
|
$
|
297.1
|
|
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
40.7
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
40.7
|
|
|
—
|
|
|
40.7
|
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
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(6.1
|
)
|
|
2.4
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
3.0
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||||||||||
Balance, June 30, 2012
|
$
|
—
|
|
$
|
—
|
|
$
|
165.8
|
|
$
|
185.0
|
|
$
|
37.8
|
|
|
$
|
8.6
|
|
|
$
|
5.1
|
|
|
$
|
(66.6
|
)
|
|
$
|
335.7
|
|
|
$
|
0.8
|
|
|
$
|
336.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance, January 1, 2013
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
163.8
|
|
$
|
142.2
|
|
$
|
95.1
|
|
|
$
|
13.2
|
|
|
$
|
1.5
|
|
|
$
|
(74.7
|
)
|
|
$
|
341.3
|
|
|
$
|
0.9
|
|
|
$
|
342.2
|
|
Stock-based compensation
|
—
|
|
—
|
|
4.7
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||||||||||
Purchase of treasury shares
|
—
|
|
—
|
|
(3.0
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
60.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
60.8
|
|
|||||||||||
Cash dividends on Class A and Class B common stock: $0.50 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|
—
|
|
|
(8.4
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(14.0
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
(17.1
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
2.7
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||||||||||
Balance, June 30, 2013
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
165.5
|
|
$
|
142.2
|
|
$
|
147.5
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(72.0
|
)
|
|
$
|
382.6
|
|
|
$
|
0.9
|
|
|
$
|
383.5
|
|
Details about OCI Components
|
|
Amount Reclassified from OCI
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||||||
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
|
|
||||||||||||
|
|
JUNE 30
|
|
JUNE 30
|
|
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
||||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
Interest expense
|
Interest rate contracts
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
Other
|
||||
Foreign exchange contracts
|
|
(1.2
|
)
|
|
1.9
|
|
|
(1.1
|
)
|
|
3.2
|
|
|
Cost of sales
|
||||
|
|
(1.2
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(1.4
|
)
|
|
Total before tax
|
||||
|
|
0.1
|
|
|
1.1
|
|
|
(0.5
|
)
|
|
2.0
|
|
|
Tax (expense) benefit
|
||||
|
|
$
|
(1.1
|
)
|
|
$
|
0.4
|
|
|
$
|
(1.6
|
)
|
|
$
|
0.6
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
|
$
|
(1.6
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.8
|
)
|
|
(a)
|
Prior service credit
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
(a)
|
||||
Transition liability
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(a)
|
||||
|
|
(1.5
|
)
|
|
(1.7
|
)
|
|
(3.0
|
)
|
|
(3.6
|
)
|
|
Total before tax
|
||||
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|
0.6
|
|
|
Tax benefit
|
||||
|
|
$
|
(1.4
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(3.0
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
$
|
(2.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(2.4
|
)
|
|
|
|
Severance
|
||
Balance at January 1, 2013
|
$
|
0.5
|
|
Payments
|
(0.1
|
)
|
|
Balance at June 30, 2013
|
$
|
0.4
|
|
|
JUNE 30
2013 |
|
DECEMBER 31
2012 |
||||
Finished goods and service parts
|
$
|
162.9
|
|
|
$
|
170.1
|
|
Raw materials and work in process
|
184.5
|
|
|
189.9
|
|
||
Total manufactured inventories
|
347.4
|
|
|
360.0
|
|
||
LIFO reserve
|
(51.4
|
)
|
|
(51.4
|
)
|
||
|
$
|
296.0
|
|
|
$
|
308.6
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet Location
|
|
JUNE 30
2013 |
|
DECEMBER 31
2012 |
|
Balance Sheet Location
|
|
JUNE 30
2013 |
|
DECEMBER 31
2012 |
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term
|
Other non-current assets
|
|
2.7
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
0.4
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current
|
Prepaid expenses and other
|
|
3.2
|
|
|
6.6
|
|
|
Prepaid expenses and other
|
|
2.5
|
|
|
2.7
|
|
||||
|
Other current liabilities
|
|
0.7
|
|
|
1.4
|
|
|
Other current liabilities
|
|
1.7
|
|
|
1.2
|
|
||||
Long-term
|
Other non-current assets
|
|
—
|
|
|
—
|
|
|
Other non-current assets
|
|
—
|
|
|
—
|
|
||||
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
1.0
|
|
|
—
|
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
6.6
|
|
|
$
|
8.0
|
|
|
|
|
$
|
5.2
|
|
|
$
|
4.3
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Long-term
|
Other non-current assets
|
|
—
|
|
|
0.1
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current
|
Prepaid expenses and other
|
|
2.9
|
|
|
1.7
|
|
|
Prepaid expenses and other
|
|
1.6
|
|
|
1.2
|
|
||||
|
Other current liabilities
|
|
0.6
|
|
|
0.6
|
|
|
Other current liabilities
|
|
2.3
|
|
|
1.3
|
|
||||
Long-term
|
Other non-current assets
|
|
1.0
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
4.5
|
|
|
$
|
2.4
|
|
|
|
|
$
|
3.9
|
|
|
$
|
2.9
|
|
|
Total derivatives
|
|
$
|
11.1
|
|
|
$
|
10.4
|
|
|
|
|
$
|
9.1
|
|
|
$
|
7.2
|
|
|
|
Derivative Assets as of June 30, 2013
|
|
Derivative Liabilities as of June 30, 2013
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
3.0
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
(3.0
|
)
|
|
0.7
|
|
|
0.7
|
|
||||||||
Total derivatives
|
|
$
|
5.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
$
|
3.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Derivative Assets as of December 31, 2012
|
|
Derivative Liabilities as of December 31, 2012
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Foreign currency exchange contracts
|
|
4.4
|
|
|
(0.5
|
)
|
|
3.9
|
|
|
3.9
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
||||||||
Total derivatives
|
|
$
|
4.5
|
|
|
$
|
(0.6
|
)
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
1.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30
|
|
JUNE 30
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
$
|
53.5
|
|
|
$
|
101.0
|
|
|
$
|
139.0
|
|
|
$
|
198.0
|
|
Gross profit
|
$
|
16.7
|
|
|
$
|
28.6
|
|
|
$
|
38.3
|
|
|
$
|
57.6
|
|
Income from continuing operations
|
$
|
3.2
|
|
|
$
|
3.6
|
|
|
$
|
6.4
|
|
|
$
|
8.0
|
|
Net income
|
$
|
3.2
|
|
|
$
|
3.6
|
|
|
$
|
6.4
|
|
|
$
|
8.0
|
|
|
2013
|
||
Balance at January 1
|
$
|
44.3
|
|
Current year warranty expense
|
16.1
|
|
|
Change in estimate related to pre-existing warranties
|
(3.1
|
)
|
|
Payments made
|
(12.8
|
)
|
|
Foreign currency effect
|
(0.3
|
)
|
|
Balance at June 30
|
$
|
44.2
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30
|
|
JUNE 30
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
U.S. Pension
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
0.8
|
|
|
0.9
|
|
|
1.6
|
|
|
1.8
|
|
||||
Expected return on plan assets
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(2.7
|
)
|
|
(2.5
|
)
|
||||
Amortization of actuarial loss
|
0.5
|
|
|
1.0
|
|
|
1.0
|
|
|
1.9
|
|
||||
Amortization of prior service credit
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Total
|
$
|
(0.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.0
|
|
Non-U.S. Pension
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
$
|
1.5
|
|
|
$
|
1.3
|
|
Interest cost
|
1.6
|
|
|
1.7
|
|
|
3.2
|
|
|
3.3
|
|
||||
Expected return on plan assets
|
(2.2
|
)
|
|
(2.2
|
)
|
|
(4.4
|
)
|
|
(4.4
|
)
|
||||
Amortization of actuarial loss
|
1.1
|
|
|
0.9
|
|
|
2.1
|
|
|
1.9
|
|
||||
Amortization of transition liability
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total
|
$
|
1.3
|
|
|
$
|
1.1
|
|
|
$
|
2.5
|
|
|
$
|
2.1
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30
|
|
JUNE 30
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
433.2
|
|
|
$
|
378.6
|
|
|
$
|
851.7
|
|
|
$
|
773.9
|
|
Europe
|
171.3
|
|
|
171.1
|
|
|
345.9
|
|
|
353.0
|
|
||||
Asia-Pacific
|
55.1
|
|
|
52.3
|
|
|
106.9
|
|
|
104.6
|
|
||||
|
$
|
659.6
|
|
|
$
|
602.0
|
|
|
$
|
1,304.5
|
|
|
$
|
1,231.5
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
27.9
|
|
|
$
|
14.0
|
|
|
$
|
52.6
|
|
|
$
|
33.1
|
|
Europe
|
7.3
|
|
|
9.5
|
|
|
13.0
|
|
|
19.1
|
|
||||
Asia-Pacific
|
0.7
|
|
|
1.1
|
|
|
2.4
|
|
|
2.2
|
|
||||
|
$
|
35.9
|
|
|
$
|
24.6
|
|
|
$
|
68.0
|
|
|
$
|
54.4
|
|
Net income attributable to stockholders
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas
|
$
|
14.3
|
|
|
$
|
9.0
|
|
|
$
|
33.2
|
|
|
$
|
19.9
|
|
Europe
|
21.6
|
|
|
9.1
|
|
|
25.6
|
|
|
18.0
|
|
||||
Asia-Pacific
|
0.3
|
|
|
1.4
|
|
|
2.0
|
|
|
2.8
|
|
||||
|
$
|
36.2
|
|
|
$
|
19.5
|
|
|
$
|
60.8
|
|
|
$
|
40.7
|
|
|
THREE MONTHS
|
|
SIX MONTHS
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
433.2
|
|
|
$
|
378.6
|
|
|
$
|
851.7
|
|
|
$
|
773.9
|
|
Europe
|
171.3
|
|
|
171.1
|
|
|
345.9
|
|
|
353.0
|
|
||||
Asia-Pacific
|
55.1
|
|
|
52.3
|
|
|
106.9
|
|
|
104.6
|
|
||||
|
$
|
659.6
|
|
|
$
|
602.0
|
|
|
$
|
1,304.5
|
|
|
$
|
1,231.5
|
|
Operating profit
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
27.9
|
|
|
$
|
14.0
|
|
|
$
|
52.6
|
|
|
$
|
33.1
|
|
Europe
|
7.3
|
|
|
9.5
|
|
|
13.0
|
|
|
19.1
|
|
||||
Asia-Pacific
|
0.7
|
|
|
1.1
|
|
|
2.4
|
|
|
2.2
|
|
||||
|
$
|
35.9
|
|
|
$
|
24.6
|
|
|
$
|
68.0
|
|
|
$
|
54.4
|
|
Interest expense
|
$
|
2.3
|
|
|
$
|
3.4
|
|
|
$
|
4.8
|
|
|
$
|
7.2
|
|
Other (income) expense
|
$
|
(0.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(1.2
|
)
|
Net income attributable to stockholders
|
$
|
36.2
|
|
|
$
|
19.5
|
|
|
$
|
60.8
|
|
|
$
|
40.7
|
|
Effective income tax rate
|
(4.9
|
)%
|
|
9.3
|
%
|
|
6.7
|
%
|
|
15.9
|
%
|
|
Revenues
|
||
2012
|
$
|
602.0
|
|
Increase (decrease) in 2013 from:
|
|
||
Unit volume and product mix
|
47.7
|
|
|
Parts
|
7.0
|
|
|
Unit price
|
6.5
|
|
|
Other
|
2.6
|
|
|
Foreign currency
|
(6.2
|
)
|
|
2013
|
$
|
659.6
|
|
|
Operating Profit
|
||
2012
|
$
|
24.6
|
|
Increase (decrease) in 2013 from:
|
|
||
Gross profit
|
18.3
|
|
|
Other
|
1.4
|
|
|
Other selling, general and administrative expenses
|
(6.7
|
)
|
|
Foreign currency
|
(1.7
|
)
|
|
2013
|
$
|
35.9
|
|
|
Revenues
|
||
2012
|
$
|
1,231.5
|
|
Increase (decrease) in 2013 from:
|
|
||
Unit volume and product mix
|
60.5
|
|
|
Unit price
|
11.6
|
|
|
Parts
|
9.6
|
|
|
Other
|
2.3
|
|
|
Foreign currency
|
(11.0
|
)
|
|
2013
|
$
|
1,304.5
|
|
|
Operating Profit
|
||
2012
|
$
|
54.4
|
|
Increase (decrease) in 2013 from:
|
|
||
Gross profit
|
30.7
|
|
|
Other
|
2.5
|
|
|
Other selling, general and administrative expenses
|
(15.3
|
)
|
|
Foreign currency
|
(4.3
|
)
|
|
2013
|
$
|
68.0
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
60.8
|
|
|
$
|
40.7
|
|
|
$
|
20.1
|
|
Depreciation and amortization
|
14.9
|
|
|
13.8
|
|
|
1.1
|
|
|||
Other
|
5.0
|
|
|
2.5
|
|
|
2.5
|
|
|||
Working capital changes
|
(40.6
|
)
|
|
(3.9
|
)
|
|
(36.7
|
)
|
|||
Net cash provided by operating activities
|
40.1
|
|
|
53.1
|
|
|
(13.0
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(17.0
|
)
|
|
(5.9
|
)
|
|
(11.1
|
)
|
|||
Proceeds from the sale of assets
|
0.6
|
|
|
0.2
|
|
|
0.4
|
|
|||
Other
|
9.9
|
|
|
—
|
|
|
9.9
|
|
|||
Net cash used for investing activities
|
(6.5
|
)
|
|
(5.7
|
)
|
|
(0.8
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
33.6
|
|
|
$
|
47.4
|
|
|
$
|
(13.8
|
)
|
|
2013
|
|
2012
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net reductions of long-term debt and revolving credit agreements
|
$
|
(9.6
|
)
|
|
$
|
(83.4
|
)
|
|
$
|
73.8
|
|
Cash dividends paid
|
(8.4
|
)
|
|
—
|
|
|
(8.4
|
)
|
|||
Purchase of treasury shares
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||
Financing fees paid
|
—
|
|
|
(5.6
|
)
|
|
5.6
|
|
|||
Net cash used for financing activities
|
$
|
(21.0
|
)
|
|
$
|
(89.0
|
)
|
|
$
|
68.0
|
|
|
JUNE 30
2013 |
|
DECEMBER 31
2012 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
162.7
|
|
|
$
|
151.3
|
|
|
$
|
11.4
|
|
Other net tangible assets
|
355.6
|
|
|
333.1
|
|
|
22.5
|
|
|||
Net assets
|
518.3
|
|
|
484.4
|
|
|
33.9
|
|
|||
Total debt
|
(134.8
|
)
|
|
(142.2
|
)
|
|
7.4
|
|
|||
Total equity
|
$
|
383.5
|
|
|
$
|
342.2
|
|
|
$
|
41.3
|
|
Debt to total capitalization
|
26
|
%
|
|
29
|
%
|
|
(3
|
)%
|
Issuer Purchases of Equity Securities
|
||||
Period
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of the Publicly Announced Program
|
(d)
Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Program (1)
|
Month #1
(April 1 to 30, 2013)
|
30,046
|
$51.67
|
30,046
|
$46,163,115
|
Month #2
(May 1 to 31, 2013)
|
18,419
|
$52.19
|
18,419
|
$45,201,914
|
Month #3
(June 1 to 30, 2013)
|
6,056
|
$59.62
|
6,056
|
$44,840,863
|
Total
|
54,521
|
$52.73
|
54,521
|
$44,840,863
|
(1)
|
On December 7, 2012, the Company announced that the Company's Board of Directors approved the repurchase of up to $50 million of the Company's outstanding Class A common stock. The timing and amount of any repurchases will be determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives and market conditions for the Company's Class A common stock. The share repurchase program does not require the Company to acquire any specific number of shares but it is limited to a maximum number of shares not to exceed ten percent of all common stock outstanding. It may be modified, suspended, extended or terminated by the Company at any time without prior notice and will be executed through open market purchases. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so. As of
June 30, 2013
, the Company had repurchased 103,619 shares of Class A common stock for $5.2 million under this program.
|
|
|
Hyster-Yale Materials Handling, Inc.
|
|
|
|
|
|
Date:
|
July 31, 2013
|
/s/ Kenneth C. Schilling
|
|
|
|
Kenneth C. Schilling
|
|
|
|
Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
Exhibit
|
|
|
Number*
|
|
Description of Exhibits
|
|
|
|
10.1
|
|
Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda.
|
10.2
|
|
Amendment to the Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda.
|
10.3
|
|
Amendment No. 2, effective July 1, 2013, to the Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.
|
10.4
|
|
NACCO Materials Handling, Group Inc. Annual Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix A to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
10.5
|
|
NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix B to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
10.6
|
|
Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective September 28, 2012) (incorporated by reference to Appendix C to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
31(i)(1)
|
|
Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
31(i)(2)
|
|
Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
a)
|
the Parties entered into on 22
nd
May 2013 the Commitment to Purchase and Sale the Real Estate (the “
Agreement
”), whereby
SYNERGY
agrees to purchase and
NMHG BRASIL
agrees to sell its Real Estate as defined in Clause 1 of the Agreement, provided that the conditions stipulated in the Agreement are complied with by the Parties;
|
b)
|
the built area of the Real Estate is subject to regularization proceeding before the Municipality of the City of São Paulo; and
|
c)
|
the Parties wish to regulate the obligation of
NMHG BRASIL
to conclude the regularization of the built area of the Real Estate.
|
Description of Transition Service
|
Monthly Fee(s)
|
Contact Person / Successor Contact Person*
|
IT operating system support services for Hyster-Yale
|
$500 plus a proportionate share of any third party costs incurred to separate IT systems, including the Global Compliance Contract and the Concur Contract
|
Zach Vinduska
|
Description of Transition Service
|
Monthly Fee(s)
|
Contact Person / Successor Contact Person*
|
IT operating system support services for NACCO
|
$500 plus a proportionate share of any third party costs incurred to separate IT systems, including the Global Compliance Contract and Concur Contract
|
John Bartho
|
Employee Benefit and HR Legal and Consulting Support
|
$10,000
|
Mary Maloney
|
Compensation Support
|
$3,500
|
JoAnn Morano
|
|
NACCO INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
/s/ J.C. Butler, Jr.
|
|
Name:
|
J.C. Butler, Jr.
|
|
Title:
|
Senior Vice President - Finance, Treasurer and Chief Administrative Officer
|
|
HYSTER-YALE MATERIALS HANDLING, INC.
|
|
|
|
|
|
By:
|
/s/ Charles A. Bittenbender
|
|
Name:
|
Charles A. Bittenbender
|
|
Title:
|
Vice President, General Counsel and Secretary
|
1.
|
I have reviewed this quarterly
report on Form 10-Q of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 31, 2013
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this quarterly
report on Form 10-Q of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
July 31, 2013
|
/s/ Kenneth C. Schilling
|
|
|
|
Kenneth C. Schilling
|
|
|
|
Vice President and Chief Financial Officer (principal financial officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date:
|
July 31, 2013
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
Date:
|
July 31, 2013
|
/s/ Kenneth C. Schilling
|
|
|
|
Kenneth C. Schilling
|
|
|
|
Vice President and Chief Financial Officer (principal financial officer)
|
|