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Item 1. Financial Statements

2021-11-02 compared with 2021-08-03 · 178 added, 124 removed, 631 unchanged (32% of the section changed)

50 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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Selling, general and administrative expenses 119.4 96.1 345.2 307.5

Operating Profit 5.9 8.7 9.0 28.9

Operating Profit (Loss) ( 54.3 ) 7.3 ( 45.3 ) 36.2

Other (income) expense

4 unchanged sentences

Income (Loss) Before Income Taxes ( 56.3 ) 6.4 ( 47.9 ) 27.8

Income tax provision (benefit) ( 2.4 ) ( 2.3 ) — 1.8

Net Income 2.3 4.0 8.4 19.6

Income tax provision 20.5 0.7 20.5 2.5

Net Income (Loss) ( 76.8 ) 5.7 ( 68.4 ) 25.3

Net income attributable to noncontrolling interests ( 0.4 ) ( 0.6 ) ( 1.3 ) ( 1.3 )

Net Income Attributable to Stockholders $ 1.9 $ 3.6 $ 7.5 $ 18.9

Basic Earnings per Share $ 0.11 $ 0.21 $ 0.45 $ 1.13

Diluted Earnings per Share $ 0.11 $ 0.21 $ 0.45 $ 1.13

Net Income (Loss) Attributable to Stockholders $ ( 77.2 ) $ 5.1 $ ( 69.7 ) $ 24.0

Basic Earnings (Loss) per Share $ ( 4.59 ) $ 0.30 $ ( 4.15 ) $ 1.43

Diluted Earnings (Loss) per Share $ ( 4.59 ) $ 0.30 $ ( 4.15 ) $ 1.43

Dividends per Share $ 0.3225 $ 0.3175 $ 0.9625 $ 0.9525

5 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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(In millions)

Net Income $ 2.3 $ 4.0 $ 8.4 $ 19.6

Net Income (Loss) $ ( 76.8 ) $ 5.7 $ ( 68.4 ) $ 25.3

Other comprehensive income (loss)

2 unchanged sentences

Reclassification of hedging activities into earnings ( 2.9 ) 2.0 ( 5.2 ) 10.4

Current period pension adjustment ( 1.4 ) ( 2.8 ) ( 1.4 ) ( 2.8 )

Reclassification of pension into earnings 1.5 1.0 3.7 2.8

8 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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(In millions)

Operating Activities

Net income $ 8.4 $ 19.6

Adjustments to reconcile net income to net cash used for operating activities:

Net income (loss) $ ( 68.4 ) $ 25.3

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Depreciation and amortization 34.7 31.8

2 unchanged sentences

Gain on the sale of investment ( 4.6 ) —

Impairment charge 10.0 —

Stock-based compensation 3.5 0.9

8 unchanged sentences

Other current liabilities 49.3 ( 75.0 )

Net cash used for operating activities ( 100.7 ) ( 12.0 )

Net cash provided by (used for) operating activities ( 191.8 ) 76.1

Investing Activities

2 unchanged sentences

Proceeds from the sale of investment 15.7 —

Net cash provided by (used for) investing activities 0.8 ( 23.3 )

Net cash used for investing activities ( 10.1 ) ( 29.8 )

Financing Activities

6 unchanged sentences

Purchase of treasury stock — ( 0.1 )

Net cash provided by financing activities 37.5 34.4

Net cash provided by (used for) financing activities 114.7 ( 19.1 )

Effect of exchange rate changes on cash ( 2.8 ) ( 1.9 )

Cash and Cash Equivalents

Decrease for the period ( 63.9 ) ( 4.1 )

Increase (decrease) for the period ( 90.0 ) 25.3

Balance at the beginning of the period 151.4 64.6

7 unchanged sentences

(In millions)

Balance, March 31, 2020 $ 0.1 $ 0.1 $ ( 7.6 ) $ 313.2 $ 437.4 $ ( 118.4 ) $ ( 38.0 ) $ ( 76.4 ) $ 510.4 $ 32.3 $ 542.7

Balance, June 30, 2020 $ 0.1 $ 0.1 $ ( 7.2 ) $ 313.1 $ 435.7 $ ( 110.1 ) $ ( 24.7 ) $ ( 75.5 ) $ 531.5 $ 32.2 $ 563.7

Stock-based compensation — — — 0.3 — — — — 0.3 — 0.3

2 unchanged sentences

Cash dividends — — — — ( 5.4 ) — — — ( 5.4 ) — ( 5.4 )

Current period other comprehensive income — — — — — 8.3 7.9 — 16.2 — 16.2

Current period other comprehensive income (loss) — — — — — 21.9 15.8 ( 2.8 ) 34.9 — 34.9

Reclassification adjustment to net income — — — — — — 2.0 1.0 3.0 — 3.0

Foreign currency translation on noncontrolling interest — — — — — — — — — 0.4 0.4

Balance, September 30, 2020 $ 0.1 $ 0.1 $ ( 6.5 ) $ 312.7 $ 435.4 $ ( 88.2 ) $ ( 6.9 ) $ ( 77.3 ) $ 569.4 $ 33.2 $ 602.6

Balance, June 30, 2021 $ 0.1 $ 0.1 $ ( 5.2 ) $ 315.5 $ 440.0 $ ( 70.4 ) $ 0.9 $ ( 85.8 ) $ 595.2 $ 34.8 $ 630.0

Balance, March 31, 2021 $ 0.1 $ 0.1 $ ( 5.5 ) $ 315.6 $ 443.5 $ ( 82.4 ) $ ( 2.4 ) $ ( 86.9 ) $ 582.1 $ 33.7 $ 615.8

Stock-based compensation — — — ( 0.2 ) — — — — ( 0.2 ) — ( 0.2 )

Stock issued under stock compensation plans — — 0.3 ( 0.3 ) — — — — — — —

Net income — — — — 1.9 — — — 1.9 0.4 2.3

Net income (loss) — — — — ( 77.2 ) — — — ( 77.2 ) 0.4 ( 76.8 )

Cash dividends — — — — ( 5.5 ) — — — ( 5.5 ) — ( 5.5 )

Current period other comprehensive income — — — — — 12.0 5.0 — 17.0 — 17.0

Reclassification adjustment to net income — — — — — — ( 1.7 ) 1.1 ( 0.6 ) — ( 0.6 )

Current period other comprehensive income (loss) — — — — — ( 14.6 ) ( 18.8 ) ( 1.4 ) ( 34.8 ) — ( 34.8 )

Reclassification adjustment to net income (loss) — — — — — — ( 2.9 ) 1.5 ( 1.4 ) — ( 1.4 )

Foreign currency translation on noncontrolling interest — — — — — — — — — ( 1.1 ) ( 1.1 )

Balance, June 30, 2021 $ 0.1 $ 0.1 $ ( 5.2 ) $ 315.5 $ 440.0 $ ( 70.4 ) $ 0.9 $ ( 85.8 ) $ 595.2 $ 34.8 $ 630.0

Balance, September 30, 2021 $ 0.1 $ 0.1 $ ( 4.9 ) $ 315.0 $ 357.3 $ ( 85.0 ) $ ( 20.8 ) $ ( 85.7 ) $ 476.1 $ 34.1 $ 510.2

See notes to unaudited condensed consolidated financial statements.

11 unchanged sentences

Cash dividends — — — — ( 16.0 ) — — — ( 16.0 ) ( 0.3 ) ( 16.3 )

Current period other comprehensive loss — — — — — ( 17.2 ) ( 14.6 ) — ( 31.8 ) — ( 31.8 )

Current period other comprehensive income (loss) — — — — — 4.7 1.2 ( 2.8 ) 3.1 — 3.1

Reclassification adjustment to net income — — — — — — 10.4 2.8 13.2 — 13.2

Foreign currency translation on noncontrolling interest — — — — — — — — — ( 0.5 ) ( 0.5 )

Balance, June 30, 2020 $ 0.1 $ 0.1 $ ( 7.2 ) $ 313.1 $ 435.7 $ ( 110.1 ) $ ( 24.7 ) $ ( 75.5 ) $ 531.5 $ 32.2 $ 563.7

Balance, September 30, 2020 $ 0.1 $ 0.1 $ ( 6.5 ) $ 312.7 $ 435.4 $ ( 88.2 ) $ ( 6.9 ) $ ( 77.3 ) $ 569.4 $ 33.2 $ 602.6

Balance, December 31, 2020 $ 0.1 $ 0.1 $ ( 6.0 ) $ 312.6 $ 443.2 $ ( 57.6 ) $ 12.5 $ ( 88.0 ) $ 616.9 $ 34.2 $ 651.1

1 unchanged sentence

Stock issued under stock compensation plans — — 1.1 ( 1.1 ) — — — — — — —

Net income — — — — 7.5 — — — 7.5 0.9 8.4

Net income (loss) — — — — ( 69.7 ) — — — ( 69.7 ) 1.3 ( 68.4 )

Cash dividends — — — — ( 16.2 ) — — — ( 16.2 ) ( 0.2 ) ( 16.4 )

Current period other comprehensive loss — — — — — ( 27.4 ) ( 28.1 ) ( 1.4 ) ( 56.9 ) — ( 56.9 )

Reclassification adjustment to net income — — — — — — ( 2.3 ) 2.2 ( 0.1 ) — ( 0.1 )

Reclassification adjustment to net income (loss) — — — — — — ( 5.2 ) 3.7 ( 1.5 ) — ( 1.5 )

Foreign currency translation on noncontrolling interest — — — — — — — — — ( 1.2 ) ( 1.2 )

Balance, June 30, 2021 $ 0.1 $ 0.1 $ ( 5.2 ) $ 315.5 $ 440.0 $ ( 70.4 ) $ 0.9 $ ( 85.8 ) $ 595.2 $ 34.8 $ 630.0

Balance, September 30, 2021 $ 0.1 $ 0.1 $ ( 4.9 ) $ 315.0 $ 357.3 $ ( 85.0 ) $ ( 20.8 ) $ ( 85.7 ) $ 476.1 $ 34.1 $ 510.2

See notes to unaudited condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

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In addition, the Company adjusted production levels in 2020 at its manufacturing plants to align more closely with the reduced levels of demand, and worked closely with suppliers to help ensure current needs were met while also promoting continuity as the market improved.

However, despite these efforts, during the second quarter and first six months of 2021, the Company experienced further pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery, all of which have negatively impacted the Company.

However, despite these efforts, during the third quarter and first nine months of 2021, the Company experienced further pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery, all of which have negatively impacted the Company.

These financial statements have been prepared in accordance with U.S.

2 unchanged sentences

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, 2021 and the results of its operations and changes in equity for the three and six months ended June 30, 2021 and 2020, and the results of its cash flows for the six months ended June 30, 2021 and 2020 have been included.

management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company as of September 30, 2021 and the results of its operations and changes in equity for the three and nine months ended September 30, 2021 and 2020, and the results of its cash flows for the nine months ended September 30, 2021 and 2020 have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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Standalone selling prices are generally determined based on the prices charged to customers or using expected cost plus margin.

Impairment losses recognized on receivables or contract assets were not significant for the three and six months ended June 30, 2021 and 2020, respectively.

Impairment losses recognized on receivables or contract assets were not significant for the three and nine months ended September 30, 2021 and 2020.

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less.

4 unchanged sentences

THREE MONTHS ENDED

JUNE 30, 2021

SEPTEMBER 30, 2021

Lift truck business

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THREE MONTHS ENDED

JUNE 30, 2020

SEPTEMBER 30, 2020

Lift truck business

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Total Revenues $ 426.9 $ 143.8 $ 48.0 $ 63.3 $ 0.7 $ ( 30.3 ) $ 652.4

SIX MONTHS ENDED

JUNE 30, 2021

NINE MONTHS ENDED

SEPTEMBER 30, 2021

Lift truck business

5 unchanged sentences

Total Revenues $ 1,433.1 $ 499.2 $ 181.6 $ 254.3 $ 0.5 $ ( 122.7 ) $ 2,246.0

SIX MONTHS ENDED

JUNE 30, 2020

NINE MONTHS ENDED

SEPTEMBER 30, 2020

Lift truck business

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Foreign currency effect ( 0.3 )

Balance, June 30, 2021 $ 71.1

Balance, September 30, 2021 $ 76.2

Note 4— Business Segments

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Financial information for each reportable segment is presented in the following table:

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federal, state and local, and foreign income taxes and is generally based on the application of a forecasted annual income tax rate applied to the current quarter's year-to-date pre-tax income or loss.

In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company's annual earnings, taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the Company's ability to use tax credits and net operating loss carryforwards and capital loss carryforwards, and available

tax planning alternatives.

In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company's annual earnings or losses, taxing jurisdictions in which the earnings or losses will be generated, the impact of state and local income taxes, the Company's ability to use tax credits and net operating loss carryforwards, carrybacks, capital loss

carryforwards, and available tax planning alternatives.

Discrete items, including the effect of changes in tax laws, tax rates and certain circumstances with respect to valuation allowances or the tax effect of other unusual or nonrecurring transactions or adjustments are reflected in the period in which they occur as an addition to, or reduction from, the income tax provision, rather than included in the estimated annual effective income tax rate.

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A reconciliation of the consolidated federal statutory rate to the reported income tax rate is as follows:

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Permanent adjustments:

Federal income tax credits ( 0.3 ) ( 3.5 ) ( 0.6 ) ( 4.1 )

rate differences ( 0.8 ) 0.4 ( 0.7 ) 0.1

Equity interest earnings ( 0.2 ) ( 1.0 ) ( 0.3 ) ( 1.3 )

State income taxes ( 2.7 ) 0.3 ( 3.0 ) 0.3

1 unchanged sentence

Global intangible low-taxed income 0.9 ( 1.6 ) 1.8 1.1

Base-erosion and anti-abuse tax 0.2 4.7 0.2 5.3

Other ( 0.7 ) 1.0 ( 1.9 ) ( 0.2 )

Permanent adjustments 14.0 ( 3.1 ) 13.9 2.2

Discrete items:

Income tax provision (benefit) $ ( 2.4 ) $ ( 2.3 ) $ — $ 1.8

Reported income tax rate n.m.

- not meaningful

Valuation allowance 21.9 — 22.2 —

Tax controversy resolution ( 1.2 ) — ( 4.4 ) ( 4.6 )

Provision to return adjustments ( 2.1 ) ( 1.1 ) ( 2.1 ) ( 1.1 )

Other 0.3 0.2 1.0 ( 0.6 )

Discrete items 18.9 ( 0.9 ) 16.7 ( 6.3 )

Income tax provision $ 20.5 $ 0.7 $ 20.5 $ 2.5

Reported income tax rate ( 36.4 ) % 10.9 % ( 42.8 ) % 9.0 %

During the third quarter of 2021, the Company recognized a discrete tax charge of $ 21.9 million, primarily for the establishment of a valuation allowance against the beginning of the year balance of the Company’s U.S.

deferred tax assets, excluding the portion of assets available to be carried back to the prior tax year.

Based upon a review of the Company’s recent operations, including cumulative U.S.

pretax losses, lack of available tax planning strategies and declining forecasts due to supply and logistics constraints, the evidence available no longer supports a more likely than not standard of realization for the Company’s U.S.

deferred tax assets.

Although the Company projects earnings over the longer term for its U.S.

operations due to the cumulative losses, such longer-term forecasts are not sufficient evidence to support the future utilization of deferred tax assets.

Additionally, $ 16.5 million of valuation allowance expense, primarily related to U.S.

operations, was provided against deferred tax assets generated in the current year.

During the third quarter of 2021, the Company recognized a discrete tax benefit of $ 2.1 million for favorable domestic provision-to-return items mostly related to a reduction in BEAT tax and an increase in R&D credit.

This benefit was partially offset by the associated charge to taxes on unremitted non-U.S.

earnings for which no reinvestment plan has been identified of $ 0.4 million.

Additionally, the Company recognized a discrete tax benefit of $ 2.6 million for the expiration of statute of limitations for applicable uncertain tax positions, partially offset by a tax charge of $ 1.4 million for additional tax controversy reserves.

During the third quarter of 2020, the Company recognized a discrete tax benefit of $ 1.1 million, related to domestic provision-to-return items, which was primarily related to BEAT.

During the third quarter and first nine months of 2021, the Company recognized a discrete tax charge of $ 0.6 million and $ 2.0 million, respectively, for the tax impact of the favorable adjustment for social contribution taxes previously imposed on material purchases in Brazil.

See Note 13 for additional information.

During the second quarter of 2021 and 2020, the Company recognized a discrete tax benefit of $ 3.3 million and $ 4.3 million, respectively, related to the expiration of the statute of limitations for uncertain tax positions related to acquisitions for which an offsetting pre-tax indemnity receivable was also recorded.

The expense for the release of the indemnity receivable was recorded in pre-tax earnings on the line “Other, net” in the unaudited condensed consolidated statements of operations.

During the second quarter of 2021, the Company recognized a discrete tax charge of $ 1.4 million for the tax impact of the favorable adjustment for social contribution taxes previously imposed on material purchases in Brazil.

See Note 12 for additional information.

Note 6— Reclassifications from OCI

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Details about OCI Components Amount Reclassified from OCI Affected Line Item in the Statement Where Net Income Is Presented

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Foreign exchange contracts 1.3 ( 3.5 ) 2.8 ( 15.4 ) Cost of sales

Total before tax 2.1 ( 7.3 ) 2.8 ( 11.3 ) Income before income taxes

Tax (expense) benefit ( 0.4 ) 1.9 ( 0.5 ) 2.9 Income tax provision

Total before tax 2.2 ( 2.8 ) 5.0 ( 14.1 ) Income (loss) before income taxes

Tax benefit 0.7 0.8 0.2 3.7 Income tax provision

Net of tax $ 2.9 $ ( 2.0 ) $ 5.2 $ ( 10.4 ) Net income

1 unchanged sentence

Actuarial loss $ ( 1.4 ) $ ( 1.1 ) $ ( 4.2 ) $ ( 3.4 ) Other, net

Total before tax ( 1.4 ) ( 1.2 ) ( 2.8 ) ( 2.3 ) Income before income taxes

Tax benefit 0.3 0.3 0.6 0.5 Income tax provision

Total before tax ( 1.4 ) ( 1.1 ) ( 4.2 ) ( 3.4 ) Income (loss) before income taxes

Tax (expense) benefit ( 0.1 ) 0.1 0.5 0.6 Income tax provision

Net of tax $ ( 1.5 ) $ ( 1.0 ) $ ( 3.7 ) $ ( 2.8 ) Net income

1 unchanged sentence

Note 7— Current and Long-Term Financing

On May 28, 2021, the Company entered into an agreement for a $ 225.0 million term loan (the “Term Loan”) which expires on May 28, 2028 (the "Maturity Date").

On May 28, 2021, the Company entered into an agreement for a $ 225.0 million term loan (the “Term Loan”) which expires on May 28, 2028.

The Term Loan replaced the Company’s previous term loan facility, which was set to mature on May 30, 2023.

The Term Loan requires quarterly principal payments on the last day of each March, June, September and December commencing September 30, 2021 in an amount equal to $562,500 and the final principal repayment is due in May 2028.

The Term Loan Borrower may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.

The Company may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.

At September 30, 2021, there was $224.4 million of principal outstanding under the Term Loan which has been reduced in the unaudited condensed consolidated balance sheet by $5.5 million for discounts and unamortized deferred financing fees.

The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the Company, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.

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In addition, the Term Loan includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Term Loan.

The Term Loan limits the payment of dividends and other restricted payments the Company, including its subsidiaries may make up to $50.0 million in any fiscal year.

The Term Loan limits the payment of dividends and other restricted payments the Company may make up to $50.0 million in any fiscal year.

Additional dividends may be paid if the consolidated total net leverage ratio, as defined in the Term Loan, does not exceed 2.50 to 1.00 at the time of the payment.

The Term Loan also contains a provision requiring a premium to be paid in the event of a repricing of the borrowings under the Term Loan, whether by amendment or entry into new loans, within the six-month period following entry into the Term Loan.

At the time of execution of the Term Loan, approximately $ 1.5 million of deferred financing fees relating to the old term loan were expensed, which was recorded on the line "Other, net" in the unaudited condensed consolidated statements of operations.

The Term Loan also contains a provision

requiring a premium to be paid in the event of a repricing of the borrowings under the Term Loan, whether by amendment or entry into new loans, within the six-month period following entry into the Term Loan.

At September 30, 2021, the Company was in compliance with the covenants in the Term Loan.

During the second quarter of 2021, approximately $ 1.5 million of deferred financing fees relating to the old term loan were expensed, which was recorded on the line "Other, net" in the unaudited condensed consolidated statements of operations.

In addition, approximately $ 5.8 million of additional deferred financing fees were incurred in connection with the Term Loan.

On June 24, 2021, the Company entered into an amended and restated agreement for a $ 300.0 million secured floating-rate revolving credit facility (as amended, the "Facility").

There were $ 73.6 million of borrowings outstanding under the Facility at September 30, 2021.

The availability under the Facility at September 30, 2021 was $ 222.0 million, which reflects reductions of $ 4.4 million for letters of credit and other restrictions.

The Facility consists of a domestic revolving credit facility in the initial amount of $210.0 million and a foreign revolving credit facility in the initial amount of $90.0 million.

1 unchanged sentence

The Facility replaced the Company's previous revolving credit facility, which was to expire April 28, 2022.

The Facility can be increased to up to $400.0 million over the term of the Facility in minimum increments of $10.0 million, subject to approval by the lenders.

The Facility can be increased up to $400.0 million over the term of the Facility in minimum increments of $10.0 million, subject to approval by the lenders.

The obligations under the Facility are generally secured by a first priority lien on working capital assets of the Company, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property.

2 unchanged sentences

base rate loans and 1.25 % to 1.75 % for LIBOR, EURIBOR and foreign base rate loans.

For the period prior to June 30, 2021, the applicable margins under the Facility are 0.25 % for U.S.

base rate loans and 1.25 % for LIBOR, EURIBOR and foreign base rate loans.

In addition, the Facility requires the payment of a fee of 0.25 % per annum on the unused commitment based on the average daily outstanding balance during the preceding month.

The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company and its subsidiaries subject to certain thresholds, as provided in the Facility.

The Facility limits the payment of dividends and other restricted payments the Company, including its subsidiaries, may make unless certain total excess availability and/or fixed charge coverage ratio thresholds, each as set forth in the Facility, are satisfied.

The Facility also requires the Company, including its subsidiaries to achieve a minimum fixed charge coverage ratio in which total excess availability is less than the greater of 10% of the total borrowing base, as defined in the Facility, and $20.0 million.

The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Facility.

The Facility limits the payment of dividends and other restricted payments the Company may make unless certain total excess availability and/or fixed charge coverage ratio thresholds, each as set forth in the Facility, are satisfied.

The Facility also requires the Company to achieve a minimum fixed charge coverage ratio when total excess availability is less than the greater of 10% of the total borrowing base, as defined in the Facility, and $20.0 million.

At September 30, 2021, the Company was in compliance with the covenants in the Facility.

The Company incurred approximately $ 1.8 million of additional deferred financing fees in connection with the Facility.

The Company had other debt outstanding, excluding finance leases, of approximately $ 109.4 million at September 30, 2021.

In addition to the excess availability under the Facility of $ 222.0 million, the Company had remaining availability of $ 23.9 million related to other non-U.S.

revolving credit agreements.

Note 8— Financial Instruments and Derivative Financial Instruments

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This valuation methodology is Level 2 as defined in the fair value hierarchy.

At June 30, 2021, the fair value and carrying value of revolving credit agreements and long-term debt, excluding finance leases, was $ 318.5 million and $ 319.6 million, respectively.

At September 30, 2021, the fair value and carrying value of revolving credit agreements and long-term debt, excluding finance leases, was $ 400.8 million and $ 401.9 million, respectively.

At December 31, 2020, the fair value and carrying value of revolving credit agreements and long-term debt, excluding finance leases, was $ 257.2 million and $ 260.5 million, respectively.

22 unchanged sentences

Foreign Currency Derivatives:

The Company held forward foreign currency exchange contracts with total notional amounts of $ 1.0 billion at June 30, 2021, primarily denominated in euros, Japanese yen, U.S.

dollars, Chinese renminbi, Mexican pesos, Swedish kroner, British pounds and Australian dollars.

The Company held forward foreign currency exchange contracts with total notional amounts of $ 1.3 billion at September 30, 2021, primarily denominated in euros, Japanese yen, U.S.

dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner, and Australian dollars.

The Company held forward foreign currency exchange contracts with total notional amounts of $ 840.5 million at December 31, 2020, primarily denominated in euros, U.S.

dollars, Japanese yen, British pounds, Chinese renminbi, Mexican pesos, Swedish kroner and Australian dollars.

The fair value of these contracts approximated a net asset of $ 2.3 million and $ 23.5 million at June 30, 2021 and December 31, 2020, respectively.

The fair value of these contracts approximated a net liability of $ 16.1 million and a net asset of $ 23.5 million at September 30, 2021 and December 31, 2020, respectively.

Forward foreign currency exchange contracts that qualify for hedge accounting are generally used to hedge transactions expected to occur within the next 36 months.

The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI.

Based on market valuations at June 30, 2021, $ 3.7 million of the amount of net deferred gain included in OCI at June 30, 2021 is expected to be reclassified as income into the unaudited condensed consolidated statements of operations over the next twelve months, as the transactions occur.

Based on market valuations at September 30, 2021, $ 4.3 million of the amount of net deferred loss included in OCI at September 30, 2021 is expected to be reclassified as expense into the unaudited condensed consolidated statements of operations over the next twelve months, as the transactions occur.

Interest Rate Derivatives:

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In addition, the Company holds certain contracts that hedge interest payments on Bolzoni's debt.

The following table summarizes the notional amounts, related rates, excluding spreads, and remaining terms of interest rate swap agreements at June 30, 2021 and December 31, 2020:

The following table summarizes the notional amounts, related rates, excluding spreads, and remaining terms of interest rate swap agreements at September 30, 2021 and December 31, 2020:

Notional Amount Average Fixed Rate

JUNE 30 DECEMBER 31 JUNE 30 DECEMBER 31

2021 2020 2021 2020 Term at June 30, 2021

SEPTEMBER 30 DECEMBER 31 SEPTEMBER 30 DECEMBER 31

2021 2020 2021 2020 Term at September 30, 2021

$ 180.0 $ — 1.68 % — % Extending to May 2027

2 unchanged sentences

$ — $ 65.7 — % 2.20 % Terminated May 2021

The fair value of all interest rate swap agreements was a net liability of $ 5.5 million and $ 4.9 million at June 30, 2021 and December 31, 2020, respectively.

The fair value of all interest rate swap agreements was a net liability of $ 4.9 million and $ 4.9 million at September 30, 2021 and December 31, 2020, respectively.

The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in OCI.

Based on market valuations at June 30, 2021, $ 2.7 million of the amount included in OCI as net deferred loss is expected to be reclassified as expense in the unaudited condensed consolidated statements of operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.

Based on market valuations at September 30, 2021, $ 3.7 million of the amount included in OCI as net deferred loss is expected to be reclassified as expense in the unaudited condensed consolidated statements of operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.

The following table summarizes the fair value of derivative instruments reflected on a gross basis by contract as recorded in the unaudited condensed consolidated balance sheets:

Asset Derivatives Liability Derivatives

Balance Sheet Location JUNE 30

Balance Sheet Location SEPTEMBER 30

2021 DECEMBER 31

2020 Balance Sheet Location JUNE 30

2020 Balance Sheet Location SEPTEMBER 30

2021 DECEMBER 31

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The following table summarizes the offsetting of the fair value of derivative instruments on a gross basis by counterparty as recorded in the unaudited condensed consolidated balance sheets:

Derivative Assets as of June 30, 2021 Derivative Liabilities as of June 30, 2021

Derivative Assets as of September 30, 2021 Derivative Liabilities as of September 30, 2021

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

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Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from OCI into Income (Effective Portion)

THREE MONTHS ENDED SIX MONTHS ENDED THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30 JUNE 30

THREE MONTHS ENDED NINE MONTHS ENDED THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30 SEPTEMBER 30

Derivatives Designated as Hedging Instruments 2021 2020 2021 2020 2021 2020 2021 2020

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All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans.

During the third quarter of 2021, the Company recognized a settlement loss of $ 0.8 million resulting from lump-sum distributions exceeding the total projected interest cost for the plan year its U.S.

pension plan.

The Company remeasured the plan as of September 30, 2021 using a discount rate of 2.49 % compared to the December 31, 2020 discount rate of 2.09 %.

result of the remeasurement, the funded status of the plan decreased by $ 0.2 million and accumulated other comprehensive income increased by $ 1.4 million ($ 1.4 million net of tax).

During the third quarter of 2020, the Company recognized a settlement loss of $ 1.2 million resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.

pension plans.

The Company remeasured the plan as of September 30, 2020 using a discount rate of 2.27 %, compared to the December 31, 2019 discount rate of 3.02 %.

As a result of the remeasurement, the funded status of the plan decreased by $ 2.7 million and accumulated other comprehensive income increased by $ 3.6 million ($ 2.8 million net of tax).

The Company presents the components of net benefit cost, other than service cost, in other (income) expense in the unaudited condensed consolidated statements of operations for its pension plans.

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The components of pension (income) expense are set forth below:

THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30 JUNE 30

THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30 SEPTEMBER 30

2021 2020 2021 2020

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Expected return on plan assets ( 1.1 ) ( 1.3 ) ( 3.4 ) ( 3.6 )

Settlement loss 0.8 1.2 0.8 1.2

Amortization of actuarial loss 0.6 0.5 1.6 1.5

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Inventories are stated at the lower of cost or market for last-in, first-out (“LIFO”) inventory or lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory.

At June 30, 2021 and December 31, 2020, 48 % and 42 %, respectively, of total inventories were determined using the LIFO method, which consists primarily of manufactured inventories, including service parts, for the lift truck business in the United States.

At September 30, 2021 and December 31, 2020, 52 % and 42 %, respectively, of total inventories were determined using the LIFO method, which consists primarily of manufactured inventories, including service parts, for the lift truck business in the United States.

The FIFO method is used with respect to all other inventories.

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Because these estimates are subject to change and may be different than the actual inventory levels and costs at the end of the year, interim results are subject to the final year-end LIFO inventory valuation.

See Note 11 for discussion of the inventory reduction to net realizable value at Nuvera.

Note 11— Impairment and Other Charges

In connection with the preparation of the financial statements for the third quarter of 2021, the Company identified indicators of impairment primarily related to the unexpected level of significant, on-going pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery, all of which have negatively impacted the Company during the third quarter.

This continued high level of disruption to the Company’s manufacturing and logistics operations are expected for the remainder of 2021 and into 2022.

In addition, the effects of the COVID-19 pandemic, including border closures, halted Nuvera's progress on certain research and development agreements that were entered into prior to the start of the pandemic.

In anticipation of fulfilling these agreements, Nuvera made significant investments in manufacturing and equipment expansion, as well as increased inventory levels.

As a result, it was determined that carrying value of the Nuvera fixed assets exceeded the undiscounted cash flows from the assets and the fair value of Nuvera's fixed assets exceeded the carrying value by $ 10.0 million.

The impairment charge for property, plant and equipment was recorded in "Selling, general and administrative expenses" in the unaudited condensed consolidated statements of operations.

The estimated fair value of property, plant and equipment was determined using a cost approach, which is a Level 3 under the fair value hierarchy.

Based on the Company’s analysis, all remaining long-lived assets with finite lives were not impaired as of September 30, 2021.

In addition, Nuvera reduced its inventory by $ 14.8 million to its estimated net realizable value during the third quarter of 2021, which is recorded in “Cost of Sales” in the unaudited condensed consolidated statements of operations.

As of September 30, 2021, the Company had goodwill and indefinite-lived intangible assets of $ 112.3 million and $ 17.4 million, respectively.

The Company's goodwill primarily relates to the JAPIC and Bolzoni reporting units, which has goodwill of $ 54.8 million and $ 54.7 million, respectively.

The Company evaluates the carrying amount of goodwill and indefinite-lived intangible assets for impairment annually as of May 1st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment.

The Company completed the annual testing of impairment during the second quarter of 2021 and the fair value of the indefinite-lived intangible assets was in excess of its carrying value and thus, no impairment existed.

As of the most recent annual impairment test, the Company estimated an excess of fair value over carrying value of approximately 10 % for the JAPIC reporting unit goodwill and approximately 12 % and 16 % for the Bolzoni reporting unit goodwill and indefinite-lived intangibles, respectively.

As part of the ongoing goodwill qualitative analysis, the Company evaluates whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.

During the third quarter of 2021, the Company’s cash flow forecasts based upon management’s long-term view of markets used by senior management and the Board of Directors to evaluate operating performance did not result in impairment, as such long-term cash flows were not materially different than the cash flow projections used for the annual impairment valuation.

As the Company continues to evaluate the long-term future cash flow impacts of the on-going pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery, additional interim impairment testing may be necessary in future quarters and future impairment charges are reasonably possible.

Note 12— Product Warranties

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Foreign currency effect ( 0.9 )

Balance at June 30, 2021 $ 68.7

Balance at September 30, 2021 $ 67.2

Note 13— Contingencies

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The judicial court decision is final and not subject to appeals.

The current estimate of the refund calculated on a gross basis is approximately 110 million Brazilian reais, or approximately $22 million as of June 30, 2021.

The current estimate of the refund calculated on a gross basis is approximately 110 million Brazilian reais, or approximately $20 million as of September 30, 2021.

Despite the favorable decision of the STF, the Brazilian tax authorities sought clarification in the same main lawsuit on certain issues, including the value of these credits (i.e., the gross rate or the net credit value), and certain other issues that could affect the Brazilian taxpayers' rights with respect to these credits, all of which could materially impact the realization of the credits.

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The amount and ultimate timing of realization of these recoveries is dependent upon administrative approvals, generation of federal tax liabilities in Brazil eligible for offset and potential impacts of future legislative actions within Brazil, all of which are uncertain.

The Company is in the process of negotiating the sale of these credits at a discount and has revised the net realizable value of the credits to approximately 29 million Brazilian reais, or $ 5.8 million as of June 30, 2021.

The Company has negotiated the sale of these credits at a discount and has revised the net realizable value of the credits to approximately 42 million Brazilian reais, or $ 7.8 million as of September 30, 2021.

In addition, the Company has generated additional tax credits since the favorable decision in 2019 of approximately 12 million Brazilian reais, or approximately $ 2.4 million.

The Company recorded approximately $ 6.3 million of income related to the revised estimate of net realizable value of these credits in the second quarter of 2021 in “Cost of Sales” in the unaudited condensed consolidated statements of operations.

The Company recorded approximately $ 2.2 million and $ 8.5 million of income related to the revised estimate of net realizable value of these credits in the three and nine months ended September 30, 2021, respectively, in “Cost of Sales” in the unaudited condensed consolidated statements of operations.

Note 14— Guarantees

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Terms of the third-party financing arrangements for which the Company is providing recourse or repurchase obligations generally range from one to five years .

Total amounts subject to recourse or repurchase obligations at June 30, 2021 and December 31, 2020 were $ 121.7 million and $ 119.7 million, respectively.

As of June 30, 2021, losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying unaudited condensed consolidated financial statements.

The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed.

The fair value of collateral held at June 30, 2021 was approximately $ 185.4 million based on Company estimates.

Total amounts subject to recourse or repurchase obligations at September 30, 2021 and December 31, 2020 were $ 115.5 million and $ 119.7 million, respectively.

As of September 30, 2021, losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying unaudited condensed consolidated financial statements.

The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or

repurchase obligations, the Company would take title to the assets financed.

The fair value of collateral held at September 30, 2021 was approximately $ 177.7 million based on Company estimates.

The Company estimates the fair value of the collateral using information regarding the original sales price, the current age of the equipment and general market conditions that influence the value of both new and used lift trucks.

The Company also regularly monitors the external credit ratings of the entities for which it has provided recourse or repurchase obligations.

As of June 30, 2021, the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities;

As of September 30, 2021, the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities;

however, there can be no assurance that the risk may not increase in the future.

In addition, the Company has an agreement with WF to limit its exposure to losses at certain eligible dealers.

Under this agreement, losses related to $ 22.3 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5 % of their original loan balance, or $ 11.4 million as of June 30, 2021.

The $ 22.3 million is included in the $ 121.7 million of total amounts subject to recourse or repurchase obligations at June 30, 2021.

Under this agreement, losses related to $ 21.9 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5 % of their original loan balance, or $ 11.5 million as of September 30, 2021.

The $ 21.9 million is included in the $ 115.5 million of total amounts subject to recourse or repurchase obligations at September 30, 2021.

Generally, the Company sells lift trucks through its independent dealer network or directly to customers.

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HYGFS provides debt and lease financing to both dealers and customers.

On occasion, the credit quality of a customer or credit concentration issues within WF

may require the Company to provide recourse or repurchase obligations of the lift trucks purchased by customers and financed through HYGFS.

At June 30, 2021, approximately $ 95.7 million of the Company's total recourse or repurchase obligations of $ 121.7 million related to transactions with HYGFS.

On occasion, the credit quality of a customer or credit concentration issues within WF may require the Company to provide recourse or repurchase obligations of the lift trucks purchased by customers and financed through HYGFS.

At September 30, 2021, approximately $ 94.5 million of the Company's total recourse or repurchase obligations of $ 115.5 million related to transactions with HYGFS.

In connection with the joint venture agreement, the Company also provides a guarantee to WF for 20 % of HYGFS’ debt with WF, such that the Company would become liable under the terms of HYGFS’ debt agreements with WF in the case of default by HYGFS.

At June 30, 2021, loans from WF to HYGFS totaled $ 1.1 billion.

At September 30, 2021, loans from WF to HYGFS totaled $ 1.1 billion.

Although the Company’s contractual guarantee was $ 216.7 million, the loans by WF to HYGFS are secured by HYGFS’ customer receivables, of which the Company guarantees $ 94.5 million.

1 unchanged sentence

HYGFS has not defaulted under the terms of this debt financing in the past, and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods.

The following table includes the exposure amounts related to the Company's guarantees at June 30, 2021:

The following table includes the exposure amounts related to the Company's guarantees at September 30, 2021:

Total recourse or repurchase obligations $ 94.5 $ 115.5

15 unchanged sentences

The Company's equity investments in unconsolidated affiliates recorded on the unaudited condensed consolidated balance sheets are as follows:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

HYGFS $ 22.5 $ 21.4

1 unchanged sentence

Dividends received from unconsolidated affiliates are summarized below:

SIX MONTHS ENDED

NINE MONTHS ENDED

HYGFS $ 5.1 $ 6.4

Summarized financial information for HYGFS and SN is as follows:

THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30 JUNE 30

THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30 SEPTEMBER 30

2021 2020 2021 2020

4 unchanged sentences

The Company has an equity investment in a third party valued using a quoted market price in an active market, or Level 1 in the fair value hierarchy.

The Company's investment as of June 30, 2021 and December 31, 2020 was $ 2.0 million and $ 2.1 million, respectively.

Any gain or loss on the investment is included on the line "Other" in the "Other (income) expense" section of the unaudited condensed consolidated statements of operations as follows:

THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30 JUNE 30

The Company's investment as of September 30, 2021 and December 31, 2020 was $ 1.9 million and $ 2.1 million, respectively.

Any gain or loss on the investment is included on the line "Other, net" in the "Other (income) expense" section of the unaudited condensed consolidated statements of operations as follows:

THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30 SEPTEMBER 30

2021 2020 2021 2020

3 unchanged sentences

The gain on the sale of the investment is included on the line "Other, net" in the "Other (income) expense" section of the unaudited condensed consolidated statements of operations.

The Company's investment was $ 0.8 million and $ 11.9 million as of June 30, 2021 and December 31, 2020, respectively.

The Company's investment was $ 0.8 million and $ 11.9 million as of September 30, 2021 and December 31, 2020, respectively.

Note 16— Restructuring

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These charges primarily related to severance, which was recorded on the line "Selling, general and administrative expenses" in the unaudited condensed consolidated statements of operations.

During the second quarter of 2021, the Company recorded a provision of $ 0.1 million for additional severance.

During the first six months of 2021, the Company recorded a benefit of $ 0.3 million as a result of changes in estimates of severance accruals.

In addition, approximately $ 0.7 million and $ 1.3 million of severance payments were paid in the three and six-months ended June 30, 2021, respectively.

The remaining severance payments are expected to be paid in 2021.

In addition to the restructuring charge recorded during 2020, the Company anticipates it will incur subsequent charges, which were not eligible for accrual at June 30, 2021, of approximately $ 0.8 million for additional costs related to the restructuring, which the Company expects to incur during 2021.

During the third quarter of 2021, the Company recorded a provision of $ 0.3 million for additional severance.

During the first nine months of 2021, the Company recorded a net benefit of $ 0.1 million as a result of changes in estimates of severance accruals.

In addition, approximately $ 1.2 million and $ 2.5 million of severance payments were paid in the three and nine-months ended September 30, 2021, respectively.

The remaining severance payments are expected to be paid through 2023.

Following is the detail of the cash charges incurred by reporting segment:

Total charges incurred Total charges incurred through December 31, 2020 Total benefits recorded in the six months ended June 30, 2021

Total charges incurred Total charges incurred through December 31, 2020 Total expense (benefit) recorded in the nine months ended September 30, 2021

Americas $ 0.7 $ 1.0 $ ( 0.3 )

8 unchanged sentences

Payments ( 0.7 ) ( 0.7 ) ( 1.1 ) ( 2.5 )

Balance at June 30, 2021 $ 0.1 $ 1.5 $ 1.2 $ 2.8

Note 16— Other

Translation — ( 0.1 ) ( 0.1 ) ( 0.2 )

Balance at September 30, 2021 $ — $ 1.2 $ 0.4 $ 1.6

Note 17—Maximal Equity Transfer Agreement

As of September 30, 2021, the Company maintained a 75% majority interest in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.

("Hyster-Yale Maximal").

On May 26, 2021, the Company signed an Equity Transfer Agreement (the “ETA”) with Y-C Hongkong Holding Co., Limited (“HK Holding Co”), pursuant to which the Company will purchase 15% of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $25.2 million.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements