17 unchanged sentences
The Company has adopted a code of ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer and controller, or other persons performing similar functions.
−Removed: The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under
−Removed: “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.
+Added: The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.
+Added: Information on the Company's website is not incorporated by reference in, and does not form part of, this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
69 unchanged sentences
and the Participating Stockholders is incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-8, dated February 1, 2022, Commission File Number 333-262448.
+Added: 10.14 Twelfth Amendment to Stockholders' Agreement, dated as of December 12, 2022, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc.
+Added: and the Participating Stockholders is incorporated by reference to Exhibit 41 filed with Amendment No.
+Added: 11 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2023, Commission File Number 005-87003.
10.15* The Hyster-Yale Group, Inc.
5 unchanged sentences
2020 Long-Term Equity Incentive Plan, is incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Form DEF 14A, filed by the Company on March 31, 2020, Commission File Number 000-54799.
−Removed: Handling, Inc.
−Removed: 2020 Long-Term Equity Incentive Plan, is incorporated by reference to Appendix A to the Company's Definite Proxy Statement on Form DEF 14A, filed by the Company on March 31, 2020, Commission File Number 000-54799.
10.18* Hyster-Yale Materials Handling, Inc.
7 unchanged sentences
10.21* Hyster-Yale Materials Handling, Inc.
−Removed: and Subsidiaries Director Fee Policy (Amended Effective as of May 1, 2020) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2020, Commission File Number 000-54799.
−Removed: 10.21* Hyster-Yale Materials Handling, Inc.
−Removed: and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2020) is incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K, filed by the Company on February 25, 2020, Commission File Number 000-54799.
−Removed: 10.22* Hyster-Yale Materials Handling, Inc.
and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 202 2 ) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 3 , 202 2 , Commission File Number 000-54799.
−Removed: 10.23* Hyster-Yale Materials Handling, Inc.
−Removed: and Subsidiaries Director Fee Policy (Amended Effective as of July 1, 2021) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on November 2, 2021, Commission File Number 000-54799.
10.22* The Hyster-Yale Group, Inc.
10 unchanged sentences
Executive Excess Retirement Plan (As Amended and Restated as of January 1, 2016) is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated January 21, 2021, Commission File Number 000-54799.
+Added: 10.27* Offer Letter, dated August 1, 2022, between Scott A.
+Added: Minder and Hyster-Yale Materials Handling, Inc.
+Added: is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on November 1, 2022, Commission File Number 000-54799.
10.28 Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao United Development Company Ltd., People’s Republic of China, NACCO Materials Handling Group, Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated by reference to Exhibit 10.3 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
1 unchanged sentence
and Hyster-Yale Group, Inc., dated September 17, 2018 is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Commission File Number 000-54799.
+Added: 10.30 Amendment to Third Amended and Restated Joint Venture and Shareholders Agreement between Wells Fargo Financial Leasing, Inc.
+Added: and Hyster-Yale Group, Inc., dated December 19, 2022.
10.31 A$ Facility Agreement, dated November 22, 2000, between GE Capital Australia and National Fleet Network Pty Limited is incorporated by reference to Exhibit 10.12 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
15 unchanged sentences
10.38 Equity Transfer Agreement between Y-C HongKong Holding Co., Limited and Hyster-Yale Acquisition Holding LTD regarding Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.
−Removed: dated May 26, 2021 is incorporated by reference to Exhibit 10.
−Removed: 3 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 3 , 2021, Commission File Number 000-54799.
+Added: dated May 26, 2021 is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 3, 2021, Commission File Number 000-54799.
(21) Subsidiaries.
26 unchanged sentences
pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
−Removed: 31(i)(2) Certification of Kenneth C.
−Removed: Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
+Added: 31(i)(2) Certification of Scott A.
+Added: Minder pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
(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.
−Removed: and Kenneth C.
101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
9 unchanged sentences
Hyster-Yale Materials Handling, Inc.
−Removed: /s/ Kenneth C.
−Removed: Senior Vice President and Chief Financial Officer (principal financial officer)
+Added: /s/ Jennifer M.
+Added: Vice President, Controller and Chief Accounting Officer (principal accounting officer)
February 27, 2023
2 unchanged sentences
Chairman and Chief Executive Officer (principal executive officer), Director February 27, 2023
−Removed: /s/ Kenneth C.
−Removed: Schilling Senior Vice President and Chief Financial Officer (principal financial officer) February 28, 2022
+Added: Minder Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer) February 27, 2023
/s/ Jennifer M.
13 unchanged sentences
* Eugene Wong Director February 27, 2023
−Removed: Schilling, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.
−Removed: /s/ Kenneth C.
−Removed: Schilling February 28, 2022
−Removed: Schilling, Attorney-in-Fact
+Added: Minder, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.
+Added: Minder February 27, 2023
+Added: Minder, Attorney-in-Fact
ANNUAL REPORT ON FORM 10-K
25 unchanged sentences
We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc.
−Removed: and Subsidiaries (“the Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2021, and the related notes listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.
+Added: and Subsidiaries as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2022, and the related notes listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Hyster-Yale Materials Handling, Inc.
+Added: and Subsidiaries (“the Company”) at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
13 unchanged sentences
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
−Removed: critical audit matter or on the account or disclosure to which it relates.
−Removed: Valuation of Goodwill
−Removed: Description of the Matter At December 31, 2021, the Company’s goodwill balance was $56.5 million.
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
+Added: Valuation of Goodwill - Bolzoni
+Added: Description of the Matter At December 31, 2022, the Company’s goodwill balance associated with Bolzoni was $48.6 million.
As discussed in Note 12, Goodwill and Intangible Assets, to the consolidated financial statements, the Company evaluates the carrying amount of goodwill for impairment annually as of May 1st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment.
−Removed: The Company applied a quantitative assessment for all material reporting units in fiscal 2021 as of its annual May 1st evaluation, as well as when interim indicators of impairment were identified.
−Removed: As part of the quantitative approach, the Company estimates the fair value of the reporting unit using a discounted cash flow approach from the perspective of a market participant.
+Added: The Company applied a quantitative assessment for all material reporting units in fiscal 2022.
+Added: As part of the quantitative approach, the Company estimates the fair value of the reporting unit using a discounted cash flow approach from the perspective of a market participant and comparable market values for similar businesses.
Significant estimates within the discounted cash flow analysis include cash flow forecasts, the discount rate and the terminal business value.
−Removed: Auditing management’s annual and interim goodwill impairment assessments was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting units.
−Removed: In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the discount rate applied, revenue growth rates, including the terminal growth rate, and operating margins, which are affected by expectations about future market or economic conditions.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment and forecasting process whereby the Company develops significant assumptions that are used as inputs to the annual and interim goodwill impairment tests.
+Added: Auditing management’s annual goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the Bolzoni reporting unit utilizing the discounted cash flow analysis.
+Added: In particular, the fair value estimate was sensitive to significant assumptions utilized in the discounted cash flow analysis, such as changes in the discount rate applied, revenue growth rates, including the terminal growth rate, and operating margins, which are affected by expectations about future market or economic conditions.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment and forecasting process whereby the Company develops significant assumptions that are used as inputs to the annual goodwill impairment test.
This included controls over management's review of the valuation model and the significant assumptions (e.g., revenue, operating margin and terminal growth rate) used to develop the prospective financial information (PFI).
−Removed: To test the implied fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing use of the discounted cash flow methodology and directly testing the significant assumptions and the underlying data used by the Company in its analyses, including assessing the completeness and accuracy of such underlying data.
+Added: To test the implied fair value of the Company’s Bolzoni reporting unit, we performed audit procedures that included, among others, assessing the methodologies used and directly testing the significant assumptions and the underlying data used by the Company in its analyses, including assessing the completeness and accuracy of such underlying data.
We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of the discount rate selected by management.
We compared the significant assumptions used by management to current industry and economic trends, historical performance, guideline public companies in the same industry and strategic plans.
−Removed: We considered whether the assumptions were consistent with evidence obtained in other areas of the audit.
We assessed the historical accuracy of management’s estimates, and we performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.
8 unchanged sentences
We have audited Hyster-Yale Materials Handling, Inc.
−Removed: and Subsidiaries' ("the Company") internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
+Added: and Subsidiaries' internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: In our opinion, Hyster-Yale Materials Handling, Inc.
+Added: and Subsidiaries (“the Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2022 and the related notes listed in the Index at Item 15(a) and our report dated February 27, 2023 expressed an unqualified opinion thereon.
16 unchanged sentences
/s/ Ernst & Young LLP
−Removed: Cleveland, OH
+Added: Cleveland, Ohio
February 27, 2023
21 unchanged sentences
Net (income) loss attributable to noncontrolling interest ( 1.5 ) 10.2 ( 1.4 )
+Added: Net income attributable to redeemable noncontrolling interests ( 0.5 ) — —
+Added: Accrued dividend to redeemable noncontrolling interests ( 0.5 ) — —
Net Income (Loss) Attributable to Stockholders $ ( 74.1 ) $ ( 173.0 ) $ 37.1
11 unchanged sentences
Foreign currency translation adjustment ( 39.3 ) ( 40.1 ) 35.3
−Removed: Current period cash flow hedging activity, net of $ 0.9 tax benefit in 2021, net of $ 7.3 tax expense in 2020 and net of $ 5.9 tax benefit in 2019
+Added: Current period cash flow hedging activity, net of $ 0.7 tax expense in 2022, net of $ 0.9 tax benefit in 2021 and net of $ 7.3 tax expense in 2020
( 40.0 ) ( 38.8 ) 19.4
−Removed: Reclassification of hedging activities into earnings, net of $ 0.1 tax benefit in 2021, net of $ 4.0 tax expense in 2020 and net of $ 4.5 tax expense in 2019
+Added: Reclassification of hedging activities into earnings, net of $ 0.8 tax benefit in 2022, net of $ 0.1 tax benefit in 2021 and net of $ 4.0 tax expense in 2020
34.3 ( 5.7 ) 11.6
−Removed: Current period pension adjustment, net of $ 0.1 tax expense in 2021, net of $ 3.2 tax benefit in 2020 and net of $ 0.1 tax expense in 2019
+Added: Current period pension adjustment, net of $ 0.3 tax expense in 2022, net of $ 0.1 tax expense in 2021 and net of $ 3.2 tax benefit in 2020
( 3.7 ) 9.8 ( 14.6 )
−Removed: Reclassification of pension into earnings, net of $ 0.1 tax benefit in 2021, net of $ 0.9 tax expense in 2020 and net of $ 0.8 tax expense in 2019
+Added: Reclassification of pension into earnings, net of $ — tax benefit in 2022, net of $ 0.1 tax benefit in 2021 and net of $ 0.9 tax expense in 2020
Comprehensive Income (Loss) $ ( 115.5 ) $ ( 252.4 ) $ 94.1
Other comprehensive income (loss) attributable to noncontrolling interests
−Removed: Net (income) loss attributable to noncontrolling interests 10.2 ( 1.4 ) ( 0.8 )
+Added: Net (income) loss attributable to noncontrolling interest ( 1.5 ) 10.2 ( 1.4 )
+Added: Net income attributable to redeemable noncontrolling interests ( 0.5 ) — —
+Added: Accrued dividend to noncontrolling interest ( 0.5 ) — —
Foreign currency translation adjustment attributable to noncontrolling interests 2.8 ( 2.0 ) ( 0.4 )
23 unchanged sentences
Revolving credit facilities 137.1 165.3
−Removed: Current maturities of long-term debt 91.5 82.4
+Added: Short-term debt and current maturities of long-term debt 148.8 91.5
Accrued payroll 64.4 57.1
8 unchanged sentences
Total Liabilities 1,801.1 1,587.2
+Added: Temporary Equity
+Added: Redeemable Noncontrolling Interest 14.2 —
Stockholders’ Equity
8 unchanged sentences
Noncontrolling Interest 6.5 25.8
−Removed: Total Equity 382.9 651.1
+Added: Total Permanent Equity 210.9 382.9
Total Liabilities and Equity $ 2,026.2 $ 1,970.1
7 unchanged sentences
Operating Activities
−Removed: Net income $ ( 183.2 ) $ 38.5 $ 36.6
+Added: Net income (loss) $ ( 71.6 ) $ ( 183.2 ) $ 38.5
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
5 unchanged sentences
Gain on sale of assets ( 0.2 ) ( 0.4 ) ( 1.5 )
−Removed: Gain on the sale of investment ( 4.6 ) — —
+Added: (Gain) loss on the sale of investments 3.7 ( 4.6 ) —
Stock-based compensation 6.4 4.0 1.3
11 unchanged sentences
Expenditures for property, plant and equipment ( 28.8 ) ( 44.3 ) ( 51.7 )
+Added: Purchase of noncontrolling interest ( 8.4 ) — —
Proceeds from the sale of assets 1.3 4.1 8.0
−Removed: Proceeds from the sale of investment 15.7 — —
+Added: Proceeds from the sale of investments 0.5 15.7 —
Net cash used for investing activities ( 35.4 ) ( 24.5 ) ( 43.7 )
17 unchanged sentences
CONSOLIDATED STATEMENTS OF EQUITY
+Added: Temporary Equity Permanent Equity
Accumulated Other Comprehensive Income (Loss)
−Removed: Class A Common Stock Class B Common Stock Treasury Stock Capital in Excess of Par Value Retained Earnings Foreign Currency Translation Adjustment Deferred Gain (Loss) on Cash Flow Hedging Pension Adjustment Total Stockholders' Equity Noncontrolling Interest Total Equity
+Added: Redeemable Noncontrolling Interest Class A Common Stock Class B Common Stock Treasury Stock Capital in Excess of Par Value Retained Earnings Foreign Currency Translation Adjustment Deferred Gain (Loss) on Cash Flow Hedging Pension Adjustment Total Stockholders' Equity Noncontrolling Interests Total Permanent Equity
(In millions)
Balance, December 31, 2019 $ — $ 0.1 $ 0.1 $ ( 15.9 ) $ 321.3 $ 427.4 $ ( 92.9 ) $ ( 18.5 ) $ ( 77.3 ) $ 544.3 $ 32.7 $ 577.0
−Removed: Cumulative effect of change in accounting — — — — 5.3 — 0.9 (4.8) 1.4 — 1.4
Stock-based compensation — — — — 1.3 — — — — 1.3 — 1.3
5 unchanged sentences
Reclassification adjustment to net income — — — — — — — 11.6 3.9 15.5 — 15.5
+Added: Foreign currency translation on noncontrolling interest — — — — — — — — — — 0.4 0.4
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 — — — 1.5 ( 1.5 ) — — — — — — —
−Removed: Purchase of treasury stock — — ( 0.1 ) — — — — — ( 0.1 ) — ( 0.1 )
−Removed: Net income — — — — 37.1 — — — 37.1 1.4 38.5
+Added: Net income (loss) — — — — — ( 173.0 ) — — — ( 173.0 ) ( 10.2 ) ( 183.2 )
Cash dividends — — — — — ( 21.6 ) — — — ( 21.6 ) ( 0.2 ) ( 21.8 )
Current period other comprehensive income (loss) — — — — — — ( 40.1 ) ( 38.8 ) 9.8 ( 69.1 ) — ( 69.1 )
−Removed: Reclassification adjustment to net income — — — — — — 11.6 3.9 15.5 — 15.5
+Added: Reclassification adjustment to net income (loss) — — — — — — — ( 5.7 ) 5.6 ( 0.1 ) — ( 0.1 )
Foreign currency translation on noncontrolling interest — — — — — — — — — — 2.0 2.0
Balance, December 31, 2021 $ — $ 0.1 $ 0.1 $ ( 4.5 ) $ 315.1 $ 248.6 $ ( 97.7 ) $ ( 32.0 ) $ ( 72.6 ) $ 357.1 $ 25.8 $ 382.9
+Added: HYSTER-YALE MATERIALS HANDLING, INC.
+Added: AND SUBSIDIARIES
+Added: CONSOLIDATED STATEMENTS OF EQUITY
+Added: Temporary Equity Permanent Equity
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: Redeemable Noncontrolling Interest Class A Common Stock Class B Common Stock Treasury Stock Capital in Excess of Par Value Retained Earnings Foreign Currency Translation Adjustment Deferred Gain (Loss) on Cash Flow Hedging Pension Adjustment Total Stockholders' Equity Noncontrolling Interests Total Permanent Equity
+Added: Balance, December 31, 2021 $ — $ 0.1 $ 0.1 $ (4.5) $ 315.1 $ 248.6 $ (97.7) $ (32.0) $ (72.6) $ 357.1 $ 25.8 $ 382.9
Stock-based compensation — — — — 6.4 — — — — 6.4 — 6.4
2 unchanged sentences
Cash dividends — — — — — ( 21.8 ) — — — ( 21.8 ) ( 0.2 ) ( 22.0 )
+Added: Accrued dividends 0.5 — — — — — — — — — — —
Current period other comprehensive income (loss) — — — — — — ( 39.3 ) ( 40.0 ) ( 3.7 ) ( 83.0 ) — ( 83.0 )
Reclassification adjustment to net income (loss) — — — — — — — 34.3 4.8 39.1 — 39.1
+Added: Purchase of noncontrolling interest — — — — ( 12.8 ) — — — — ( 12.8 ) ( 11.1 ) ( 23.9 )
+Added: Reclassification from permanent equity to temporary equity 13.1 — — — ( 6.5 ) — — — — ( 6.5 ) ( 6.6 ) ( 13.1 )
Foreign currency translation on noncontrolling interest 0.1 — — — — — — — — — ( 2.9 ) ( 2.9 )
12 unchanged sentences
The sale of service parts represents approximately 15 %, 15 % and 14% of total revenues as reported in 2022, 2021 and 2020, respectively.
−Removed: On June 1, 2018, the Company completed the acquisition of a 75% majority interest in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.
−Removed: ("Hyster-Yale Maximal").
−Removed: Hyster-Yale Maximal is a Chinese manufacturer of low-intensity and standard lift trucks and specialized material handling equipment.
+Added: As of December 31, 2022, the Company owned a 90 % majority interest in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.
+Added: ("Hyster-Yale Maximal"), a Chinese manufacturer of low-intensity and standard lift trucks and specialized material handling equipment.
Hyster-Yale Maximal also designs and produces specialized products in the port equipment and rough terrain forklift markets.
−Removed: During 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 expects to purchase 15% of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $25.2 million in June 2022, which will be paid in annual installments of $8.4 million beginning in June 2022 through June 2024.
−Removed: Subsequently, the Company will have an option to purchase HK Holding Co's remaining interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $16.8 million.
+Added: During 2021, the Company signed an Equity Transfer Agreement ("ETA") with Y-C Hongkong Holding Co., Limited (“HK Holding Co”).
+Added: In June 2022, the Company purchased 15% of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $25.2 million, which will be paid in annual installments of $8.4 million beginning June 2022 through June 2024.
+Added: The Company has an option to purchase HK Holding Co's remaining 10% interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $16.8 million.
If this option is exercised, the Company will own 100% of the equity interest of Hyster-Yale Maximal.
1 unchanged sentence
Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni ® , Auramo ® and Meyer ® brand names.
+Added: Bolzoni also produces components for lift truck manufacturers.
Bolzoni products are manufactured in the United States, Italy, China, Germany and Finland.
15 unchanged sentences
The Company’s percentage share of the net income or loss from these equity investments is reported on the line “Income from unconsolidated affiliates” in the “Other (income) expense” portion of the Consolidated Statements of Operations.
−Removed: During 2020, broad measures taken by governments, businesses and others across the globe to limit the spread of novel coronavirus ("COVID-19") adversely affected the Company.
−Removed: The resulting significant decline in economic activity also reduced the demand for the Company's products and limited the availability of components from certain suppliers.
−Removed: Production was significantly reduced or suspended at the Company's Chinese and European facilities for certain periods during the first and second quarters of 2020.
−Removed: The Company also initiated several cost reduction measures designed to ease liquidity pressure.
−Removed: These cost containment actions included spending and travel restrictions, significant reductions in temporary personnel, furloughs, suspension of incentive compensation and profit sharing, benefit reductions and salary reductions.
−Removed: Effective January 1, 2021, the Company reinstated pre-pandemic salaries, benefits and incentive compensation programs.
−Removed: The cost containment actions associated with hiring, use of contract and temporary workers, travel and meetings, as well as other discretionary spending, are continuing.
−Removed: These measures are expected to remain in place until market and economic uncertainty dissipates and results improve.
−Removed: In addition, the Company adjusted production levels in 2020 at its manufacturing plants to align more closely with the
−Removed: reduced levels of demand, and worked closely with suppliers to help ensure current needs were met while also promoting continuity as the market improved.
−Removed: However, despite these efforts, during 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.
NOTE 2— Significant Accounting Policies
57 unchanged sentences
Recently Issued Accounting Standards
−Removed: The following table provides a brief description of recent accounting pronouncements adopted January 1, 2021.
−Removed: Unless otherwise noted, the adoption of these standards did not have a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
−Removed: Standard Description
−Removed: ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes The guidance eliminates certain exceptions to the income tax guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.
−Removed: The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
−Removed: ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815):
−Removed: Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 The guidance clarifies certain interactions between the guidance to account for certain equity securities and investments under the equity method of accounting.
−Removed: The following table provides a brief description of recent accounting pronouncements not yet adopted:
+Added: In 2022, the Company did not adopt any recent accounting standard updates ("ASU") which had a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
+Added: The following table provides a brief description of ASUs not yet adopted:
Standard Description Required Date of Adoption Effect on the financial statements or other significant matters
−Removed: ASU 2020-04, Reference Rate Reform (Topic 848) The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: From the date of issuance through December 31, 2022 The Company is currently evaluating the guidance and the effect on its financial position, results of operations, cash flows and related disclosures.
+Added: ASU 2020-04 and ASU 2022-06, Reference Rate Reform (Topic 848) The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
+Added: From the date of issuance through December 31, 2024 The Company does not expect the guidance to have a material effect on its financial position, results of operations, cash flows and related disclosures.
NOTE 3— Revenue
18 unchanged sentences
Standalone selling prices are generally determined based on the prices charged to customers or using expected cost plus margin.
−Removed: Impairment losses recognized on receivables or contract assets were not significant for the year ended December 31, 2021 and 2020.
+Added: Impairment losses recognized on receivables or contract assets were not significant for the years ended December 31, 2022 and 2021.
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less.
28 unchanged sentences
Dealer sales are recognized when the Company transfers control based on the shipping terms of the contract, which is generally when the truck is shipped from the manufacturing facility to the dealers.
−Removed: The majority of direct customer sales are to National
−Removed: Account customers.
+Added: The majority of direct customer sales are to National Account customers.
In these transactions, the Company transfers control and recognizes revenue when it delivers the product to the customer according to the terms of the contract.
7 unchanged sentences
In the United States, Bolzoni also has revenue for sales of forklift components to HYG plants.
−Removed: Nuvera's revenues include the sale of battery box replacement ("BBR") units to HYG for sale to dealers and development funding from third-party development agreements.
+Added: Nuvera's revenues include development funding from third-party agreements and the sale of fuel cell stacks and engines to third parties and the lift truck business.
In all revenue transactions, the Company receives cash equal to the invoice price and amount of consideration received and the revenue recognized may vary with changes in marketing incentives.
3 unchanged sentences
In addition, for certain products, services and customer types, the Company collects payment prior to the transfer of control to the customer.
+Added: The increase in customer deposits and billings relates mainly to down payments on customer orders.
Changes in the Company's deferred revenue are as follows:
7 unchanged sentences
the Americas, EMEA and JAPIC.
−Removed: Americas includes lift truck operations in the United States, Canada, Mexico, Brazil, Latin America and its corporate headquarters.
−Removed: EMEA includes lift truck operations in Europe, the Middle East and Africa.
−Removed: JAPIC includes lift truck operations in the Asia and Pacific regions, including China, as well as the equity earnings of SN operations.
+Added: Americas includes lift truck operations in the United States, Canada, Mexico, Brazil, Latin America and the corporate headquarters.
+Added: EMEA includes operations in Europe, the Middle East and Africa.
+Added: JAPIC includes operations in the Asia and Pacific regions, including China, as well as the equity earnings of SN operations.
Certain amounts are allocated to these geographic management units and are included in the segment results presented below, including product development costs, corporate headquarter's expenses and information technology infrastructure costs.
4 unchanged sentences
Intercompany sales between Nuvera, Bolzoni and the lift truck business have been eliminated.
+Added: Operating profit is the measure of segment profit or loss.
Financial information for each of the reportable segments is presented in the following table.
11 unchanged sentences
Total $ 3,548.3 $ 3,075.7 $ 2,812.1
−Removed: Gross profit (loss)
−Removed: Americas $ 221.8 $ 318.1 $ 354.8
−Removed: EMEA 86.9 86.4 110.5
−Removed: JAPIC 21.2 20.3 29.7
−Removed: Lift truck business 329.9 424.8 495.0
−Removed: Bolzoni 61.5 53.4 58.1
−Removed: Nuvera ( 26.7 ) ( 12.2 ) ( 11.2 )
−Removed: Eliminations ( 1.3 ) ( 0.6 ) ( 0.1 )
−Removed: Total $ 363.4 $ 465.4 $ 541.8
−Removed: Selling, general and administrative expenses
−Removed: Americas $ 241.5 $ 216.0 $ 266.0
−Removed: EMEA 86.6 83.3 99.8
−Removed: JAPIC 88.7 39.9 43.6
−Removed: Lift truck business 416.8 339.2 409.4
−Removed: Bolzoni 63.3 52.4 53.4
−Removed: Nuvera 35.6 23.9 25.1
−Removed: Total $ 515.7 $ 415.5 $ 487.9
Operating profit (loss)
7 unchanged sentences
Total $ ( 39.1 ) $ ( 152.3 ) $ 49.9
−Removed: Interest expense
−Removed: Americas $ 15.0 $ 12.8 $ 18.1
−Removed: EMEA 0.3 0.8 2.9
−Removed: JAPIC 0.5 0.4 0.9
−Removed: Eliminations ( 0.8 ) ( 0.9 ) ( 2.7 )
−Removed: Lift truck business 15.0 13.1 19.2
−Removed: Bolzoni 0.8 0.8 0.7
−Removed: Eliminations ( 0.3 ) ( 0.2 ) ( 0.1 )
−Removed: Total $ 15.5 $ 13.7 $ 19.8
2022 2021 2020
−Removed: Interest income
Americas $ 1,700.0 $ 1,558.2 $ 1,367.1
7 unchanged sentences
Total $ 2,026.2 $ 1,970.1 $ 1,859.5
−Removed: Other (income) expense
−Removed: Americas $ ( 3.7 ) $ ( 1.6 ) $ ( 4.4 )
−Removed: EMEA ( 4.1 ) ( 4.1 ) ( 3.1 )
−Removed: JAPIC 0.5 2.4 ( 3.4 )
−Removed: Lift truck business ( 7.3 ) ( 3.3 ) ( 10.9 )
−Removed: Bolzoni ( 0.5 ) — 0.2
−Removed: Nuvera ( 4.5 ) ( 1.3 ) ( 1.3 )
−Removed: Eliminations — — —
−Removed: Total $ ( 12.3 ) $ ( 4.6 ) $ ( 12.0 )
−Removed: Income tax provision (benefit)
−Removed: Americas $ 27.2 $ 21.0 $ 17.8
−Removed: EMEA 3.6 1.2 2.3
−Removed: JAPIC ( 2.0 ) ( 9.1 ) 0.7
−Removed: Lift truck business 28.8 13.1 20.8
−Removed: Bolzoni ( 2.3 ) — 0.2
−Removed: Nuvera 1.6 ( 9.2 ) ( 9.7 )
−Removed: Eliminations 0.2 ( 0.2 ) —
−Removed: Total $ 28.3 $ 3.7 $ 11.3
−Removed: Net income (loss) attributable to stockholders
−Removed: Americas $ ( 57.6 ) $ 71.6 $ 61.2
−Removed: EMEA 1.0 5.6 9.0
−Removed: JAPIC ( 55.3 ) ( 14.3 ) ( 11.9 )
−Removed: Lift truck business ( 111.9 ) 62.9 58.3
−Removed: Bolzoni ( 0.2 ) 0.2 2.8
−Removed: Nuvera ( 59.4 ) ( 25.6 ) ( 25.2 )
−Removed: Eliminations ( 1.5 ) ( 0.4 ) ( 0.1 )
−Removed: Total $ ( 173.0 ) $ 37.1 $ 35.8
−Removed: 2021 2020 2019
−Removed: Americas $ 1,558.2 $ 1,367.1 $ 1,369.8
−Removed: EMEA 843.7 807.9 749.7
−Removed: JAPIC 329.3 343.2 337.3
−Removed: Eliminations ( 682.8 ) ( 642.9 ) ( 627.4 )
−Removed: Lift truck business 2,048.4 1,875.3 1,829.4
−Removed: Bolzoni 323.8 300.4 286.0
−Removed: Nuvera 16.0 57.3 57.7
−Removed: Eliminations ( 418.1 ) ( 373.5 ) ( 325.9 )
−Removed: Total $ 1,970.1 $ 1,859.5 $ 1,847.2
Depreciation and amortization
14 unchanged sentences
Total $ 28.8 $ 44.3 $ 51.7
−Removed: Cash and cash equivalents
−Removed: Americas $ 9.3 $ 48.7 $ 19.5
−Removed: EMEA 19.5 55.5 5.4
−Removed: JAPIC 24.3 26.1 21.9
−Removed: Lift truck business 53.1 130.3 46.8
−Removed: Bolzoni 12.0 21.0 17.4
−Removed: Nuvera 0.4 0.1 0.4
−Removed: Total $ 65.5 $ 151.4 $ 64.6
Data by Geographic Region
15 unchanged sentences
The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2022 was 125 million shares and 35 million shares, respectively.
−Removed: Treasury shares of Class A common stock totaling 61,207 and 82,670 at December 31, 2021 and 2020, respectively, have been deducted from shares outstanding.
+Added: No treasury shares of either class were outstanding at December 31, 2022.
+Added: Treasury shares of Class A common stock totaling 61,207 at December 31, 2021 were deducted from shares outstanding.
Stock Compensation:
3 unchanged sentences
In general, the restriction period ends at the earliest of (i) five years after the participant's retirement date, (ii) four, seven or ten years from the award date, as defined in the award, or (iii) the participant's death or permanent disability.
−Removed: Pursuant to the plans, the Company expects to issue 65,121 and issued 111,148 shares related to the years ended December 31, 2021 and 2019, respectively.
+Added: Pursuant to the plans, the Company issued 220,114 and 64,058 shares related to the years ended December 31, 2022 and 2021, respectively.
There were no shares issued related to 2020.
3 unchanged sentences
The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the non-employee directors’ annual retainer is paid in restricted shares of Class A common stock.
−Removed: For the year ended December 31, 2021, $ 127,000 of each non-employee director's retainer of $ 188,000 was to be paid in restricted shares of Class A common stock.
+Added: For the year ended December 31, 2022, $ 96,000 of each non-employee director's retainer of $ 200,000 was paid in restricted shares of Class A common stock.
For the year ended December 31, 2021, $ 127,000 of $ 188,000 was paid in restricted shares of Class A common stock.
21 unchanged sentences
Cash dividends per share $ 1.2900 $ 1.2850 $ 1.2700
−Removed: The table above excludes 0.074 million of anti-dilutive restricted stock awards related to 2021, expected to be issued in 2022.
+Added: The table above excludes 0.223 million and 0.074 million of anti-dilutive restricted stock awards related to 2022 and 2021, respectively.
+Added: Restricted stock awards for 2022 are expected to be issued in 2023.
NOTE 6— Income Taxes
13 unchanged sentences
State 0.3 3.8 ( 0.6 )
+Added: ( 2.3 ) 1.9 0.7
Total deferred $ ( 0.1 ) $ 19.8 $ ( 2.5 )
3 unchanged sentences
A reconciliation of the U.S.
−Removed: federal statutory rate and reported income tax rate for the year ended December 31 is as follows:
+Added: federal statutory rate to the reported income tax rate for the year ended December 31 is as follows:
2022 2021 2020
−Removed: Income before income taxes $ ( 154.9 ) $ 42.2 $ 47.9
+Added: Income (loss) before income taxes $ ( 62.4 ) $ ( 154.9 ) $ 42.2
Statutory taxes at 21 %
2 unchanged sentences
rate differences 5.4 10.0 ( 0.3 )
−Removed: Global intangible low-taxed income 5.0 1.8 2.0
+Added: Nondeductible compensation 1.4 0.4 —
+Added: Base-erosion and anti-abuse tax 1.4 ( 0.8 ) ( 0.4 )
Unremitted non-U.S.
earnings 0.1 1.2 ( 0.7 )
−Removed: Other 0.6 0.8 ( 0.2 )
−Removed: Nondeductible compensation 0.4 — 1.7
−Removed: State income taxes ( 5.3 ) 0.1 ( 0.2 )
Tax controversy resolution ( 4.7 ) ( 4.5 ) ( 5.8 )
+Added: Global intangible low-taxed income ( 4.6 ) 5.0 1.8
Federal income tax credits ( 1.4 ) ( 2.6 ) ( 2.6 )
Equity interest earnings ( 1.4 ) ( 1.8 ) ( 1.0 )
−Removed: Base-erosion and anti-abuse tax ( 0.8 ) ( 0.4 ) 1.4
+Added: State income taxes ( 1.3 ) ( 5.3 ) 0.1
+Added: Other ( 0.1 ) 0.6 0.8
Income tax provision $ 9.2 $ 28.3 $ 3.7
2 unchanged sentences
subsidiaries.
−Removed: However, the Company has provided for the anticipated withholding taxes on unremitted non-U.S.
−Removed: earnings for which no reinvestment plan has been identified and that may be repatriated in the foreseeable future including deferred taxes with respect to these earnings.
+Added: However, the Company has provided for anticipated taxes on unremitted non-U.S.
+Added: earnings for which no reinvestment plan has been identified and that may be repatriated in the foreseeable future.
The Company has elected to account for the global intangible low-taxed income ("GILTI") tax in the period in which it is incurred, and therefore has not provided any deferred tax amounts for GILTI.
−Removed: Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") eliminates the option to deduct research and development expenditures immediately in the year incurred and requires U.S.
−Removed: taxpayers to amortize such expenditures over five to fifteen years depending upon whether the activities were incurred in the U.S.
+Added: Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") eliminated the option to deduct research and development expenditures immediately in the year incurred and requires U.S.
+Added: taxpayers to amortize such expenditures over five
+Added: to fifteen years depending upon whether the activities are performed in the U.S.
or outside of the U.S.
−Removed: Without the option to deduct these expenses in the year incurred, the Company expects this change to have a material impact upon our future cash payments for taxes.
−Removed: Under the assumption that this legislation is not modified or repealed, the impact will continue over the fifteen year maximum amortization period, but will decrease each year until the end of the fifteen year deferral period.
+Added: This change will have a material impact on the Company's future cash payments for income taxes.
+Added: If this legislation is not modified or repealed, the impact will continue over the fifteen year maximum amortization period, but will decrease each year until the end of the fifteen year deferral period.
A detailed summary of the total deferred tax assets and liabilities in the Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities follows:
1 unchanged sentence
Tax attribute carryforwards $ 62.5 $ 53.7
+Added: Research and development capitalization 32.5 7.8
Accrued expenses and reserves 17.3 19.9
Product warranties 9.7 12.1
−Removed: Research and development capitalization 7.8 7.2
Accrued product liability 6.7 6.7
2 unchanged sentences
Other 2.2 2.3
−Removed: Accrued pension benefits — 3.3
Total deferred tax assets 139.2 113.7
2 unchanged sentences
Depreciation and amortization 23.8 25.4
−Removed: Accrued pension benefits 1.7 —
Unremitted earnings 2.3 1.2
+Added: Accrued pension benefits 2.2 1.7
Total deferred tax liabilities 28.3 28.3
8 unchanged sentences
net operating loss 17.2 16.4 Indefinite
−Removed: State net operating losses and credits 8.5 8.1 2022 - Indefinite
capital losses 7.3 7.3 Indefinite
+Added: State net operating losses and credits 6.7 6.6 2023 - Indefinite
Disallowed interest and other 5.7 5.7 2026 - Indefinite
8 unchanged sentences
net operating loss $ 18.1 $ 17.7 Indefinite
+Added: net operating loss 17.4 14.6 2022 - Indefinite
+Added: State net operating losses and credits 8.5 8.1 2022 - Indefinite
capital losses 7.5 7.5 2022 - Indefinite
−Removed: State net operating losses and credits 4.2 3.0 2021 - 2039
+Added: Disallowed interest and other 3.0 3.0 2026 - Indefinite
+Added: Research and development credit 1.9 0.2 2041
Unrecognized tax benefits ( 2.7 ) —
8 unchanged sentences
and United Kingdom deferred tax assets, excluding the portion of assets available to be carried back to the prior tax year.
−Removed: Based upon a review of the Company’s recent operations, including cumulative U.S.
+Added: Based upon a review of the Company’s 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 supported a more likely than not standard for realization of these deferred tax assets.
−Removed: Although the Company projects earnings over the longer term for these operations, due to the cumulative losses such longer-term forecasts are not sufficient evidence to support the future utilization of deferred tax assets.
−Removed: Additionally, $ 32.5 million of valuation allowance expense, related to these operations, was provided against deferred tax assets generated in the current year.
−Removed: During 2021 and 2020, the valuation allowance provided against deferred tax assets increased by $ 66.2 million and decreased by $ 3.2 million, respectively.
−Removed: The change in the total valuation allowance in 2021 and 2020 included a net increase in tax expense of $ 58.6 million and $ 2.9 million, respectively, and a net increase of $ 7.6 million and a net decrease of $ 0.6 million in 2021 and 2020 recorded directly in equity, respectively.
−Removed: The change also included a net decrease of $ 5.5 million in 2020 for the
−Removed: write-down of the Australian losses recorded directly against the associated valuation allowance where such losses were no longer available under Australian tax rules.
+Added: Although the Company projected earnings over the longer term for these operations, due to the cumulative losses such longer-term forecasts were not sufficient evidence to support the future utilization of deferred tax assets.
+Added: Additionally, $ 32.5 million of valuation allowance expense, related to these operations, was provided against deferred tax assets generated in 2021.
+Added: During 2022 and 2021, the valuation allowance provided against deferred tax assets increased by $ 27.3 million and $ 66.2 million, respectively.
+Added: The change in the total valuation allowance in 2022 and 2021 included a net increase in tax expense of $ 27.4 million and $ 58.6 million, respectively, and a net decrease of $ 0.1 million and a net increase of $ 7.6 million in 2022 and 2021, respectively, recorded directly in equity.
Based upon a review of historical earnings and trends, forecasted earnings and the relevant expiration of carryforwards, the Company believes the valuation allowances provided are appropriate.
5 unchanged sentences
Approximately $ 5.4 million, $ 8.2 million and $ 10.7 million of these amounts as of December 31, 2022, 2021 and 2020, respectively, relate to permanent items that, if recognized, would impact the reported income tax rate.
−Removed: In 2020 and 2019, these amounts differ from gross unrecognized tax benefits presented in the table below due to the increase in U.S.
+Added: In 2020, this amount differed from the gross unrecognized tax benefit presented in the table below due to the increase in U.S.
federal income taxes which would occur upon the recognition of the state tax benefits included herein.
7 unchanged sentences
The Company records interest and penalties on uncertain tax positions as a component of the income tax provision.
−Removed: The Company recorded a net decrease of $ 2.1 million and $ 2.3 million during 2021 and 2020, respectively, and an increase $ 0.1 million during 2019, in interest and penalties.
+Added: The Company recorded a net decrease of $ 2.2 million, $ 2.1 million and $ 2.3 million during 2022, 2021 and 2020, respectively, in
+Added: interest and penalties.
As a result of foreign currency translation into U.S.
−Removed: dollars, the total amount of interest and penalties increased by $ 0.2 million and $0.4 million during 2021 and 2020, respectively.
+Added: dollars, the total amount of interest and penalties decreased by $ 0.3 million during 2022, and increased by $0.2 million and $0.4 million during 2021 and 2020, respectively.
The total amount of interest and penalties accrued was $ 2.3 million, $ 4.8 million and $ 6.7 million as of December 31, 2022, 2021 and 2020, respectively.
10 unchanged sentences
In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings.
−Removed: The Company is currently under examination by the Internal Revenue Service for its 2018 U.S.
−Removed: The Company expects this examination to be completed during 2022.
The examination of U.S.
federal tax returns for all years prior to 2019 have been settled with the Internal Revenue Service or otherwise have essentially closed under the applicable statute of limitations.
−Removed: However, the Company has elected to voluntarily extend the statute of limitations for the U.S.
−Removed: federal tax return for 2012 at the request of its prior parent company such that attributes may be adjusted in limited circumstances.
−Removed: The Company has also filed a protective claim for 2017 in order to preserve its right to a future refund pending the favorable resolution of certain court decisions.
+Added: However, the Company has also filed a protective claim for 2017 in order to preserve its right to a future refund pending the favorable resolution of certain court decisions.
The Company is routinely under examination in various state and non-U.S.
22 unchanged sentences
This valuation methodology is Level 2 as defined in the fair value hierarchy.
−Removed: At December 31, 2021, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 490.3 million and $ 486.4 million, respectively.
+Added: At December 31, 2022, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 523.3 million and $ 501.1
+Added: million, respectively.
At December 31, 2021, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 490.3 million and $ 486.4 million, respectively.
12 unchanged sentences
The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting.
−Removed: These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales
−Removed: transactions or forecasted intercompany cash payments or settlements.
+Added: These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements.
Gains and losses on these derivatives are generally recognized in cost of sales.
−Removed: The Company periodically enters into forward foreign currency contracts that are designated as net investment hedges of the Company's net investment in its foreign subsidiaries.
−Removed: For derivative instruments that are designated and qualified as a hedge of a net investment in foreign currency, the gain or loss is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective.
−Removed: The Company utilizes the forward-rate method of assessing hedge effectiveness.
−Removed: The Company periodically enters into cross-currency swaps which hedge the variability of expected future cash flows that are attributable to foreign currency risk of certain intercompany loans.
−Removed: Changes in the fair value of cross-currency swaps that are effective as hedges are recorded in OCI.
−Removed: Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in other (income) expense and interest expense.
The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest.
Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate.
−Removed: The Company's interest rate swap agreements and its variable rate financings are predominately based upon one-month LIBOR.
+Added: The Company's interest rate swap agreements and the associated variable rate financings are predominately based upon the one-month LIBOR.
Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in OCI.
−Removed: Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense.
+Added: Deferred gains or losses are reclassified from OCI to the unaudited condensed consolidated statements of operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense .
Cash flows from hedging activities are reported in the Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations.
4 unchanged sentences
Foreign Currency Derivatives:
−Removed: The Company held forward foreign currency exchange contracts with a total notional amount of $ 1.1 million at December 31, 2021, primarily denominated in euros, Japanese yen, U.S.
+Added: The Company held forward foreign currency exchange contracts with a total notional amount of $ 0.8 billion at December 31, 2022, primarily denominated in euros, Japanese yen, U.S.
dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars.
−Removed: The Company held forward foreign currency exchange contracts with total notional amounts of $ 0.8 billion at December 31, 2020, primarily denominated in euros, U.S.
−Removed: dollars, Japanese yen, British pounds, Mexican pesos, Australian dollars, Swedish kroner, Brazilian real and Chinese renminbi.
−Removed: The fair value of these contracts approximated a net liability of $ 26.7 million and a net asset $ 23.5 million at December 31, 2021 and 2020, respectively.
+Added: The Company held forward foreign currency exchange contracts with total notional amounts of $ 1.1 billion at December 31, 2021, primarily denominated in euros, Japanese yen, U.S.
+Added: dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars.
+Added: The fair value of these contracts approximated a net liability of $ 43.5 million and $ 26.7 million at December 31, 2022 and 2021, respectively.
For the years ended December 31, 2022 and 2021, there was no material ineffectiveness of forward foreign currency exchange contracts that qualify for hedge accounting.
8 unchanged sentences
$ 180.0 $ 180.0 1.68 % 1.68 % Extending to May 2027
−Removed: 16.0 19.0 ( 0.14 ) % ( 0.10 ) % Extending to September 2025
−Removed: — 56.5 — % 1.94 % Terminated May 2021
−Removed: — 65.7 — % 2.20 % Terminated May 2021
−Removed: The fair value of all interest rate swap agreements was a net liability of $ 3.2 million and $ 4.9 million at December 31, 2021 and 2020, respectively.
+Added: 22.4 16.0 0.18 % ( 0.14 ) % Extending to May 2027
+Added: The fair value of all interest rate swap agreements was a net asset of $ 16.1 million and a net liability $ 3.2 million at December 31, 2022 and 2021, respectively.
The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in OCI.
−Removed: Based on market valuations at December 31, 2021, $ 3.3 million of the net deferred loss included in OCI is expected to be reclassified as expense in the Consolidated Statement of Operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements.
+Added: Based on market valuations at December 31, 2022, $ 5.8 million of the net deferred gain included in OCI is expected to be reclassified as income in the Consolidated Statement 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 at December 31 as recorded in the Consolidated Balance Sheets:
4 unchanged sentences
Interest rate swap agreements
+Added: Current Prepaid expenses and other $ 5.9 $ — Prepaid expenses and other $ — $ —
Current Other current liabilities — 0.3 Other current liabilities — 2.2
2 unchanged sentences
Foreign currency exchange contracts
−Removed: Current Prepaid expenses and other — 15.7 Prepaid expenses and other — 2.9
−Removed: Other current liabilities 3.6 1.0 Other current liabilities 17.0 3.6
+Added: Current Other current liabilities 2.6 3.6 Other current liabilities 32.1 17.0
Long-Term Other non-current assets 0.7 — Other non-current assets 0.3 —
4 unchanged sentences
Foreign currency exchange contracts
−Removed: Current Prepaid expenses and other $ — $ 2.8 Prepaid expenses and other $ — $ 0.9
−Removed: Other current liabilities 1.1 0.7 Other current liabilities 2.2 0.5
+Added: Current Other current liabilities $ 4.9 $ 1.1 Other current liabilities $ 3.0 $ 2.2
Total derivatives not designated as hedging instruments $ 4.9 $ 1.1 $ 3.0 $ 2.2
43 unchanged sentences
All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans.
−Removed: During 2021 and 2020, the Company recognized a settlement loss of $ 1.1 million and $ 1.2 million, respectively, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.
+Added: During 2022, 2021 and 2020, the Company recognized a settlement loss of $ 1.8 million, $ 1.1 million and $1.2 million, respectively, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.
pension plan.
32 unchanged sentences
United States Plans
−Removed: Current year actuarial (gain) loss $ 0.2 $ 0.7 $ ( 0.4 )
+Added: Current year actuarial loss $ 4.5 $ 0.2 $ 0.7
Amortization of actuarial loss ( 1.9 ) ( 2.0 ) ( 2.1 )
35 unchanged sentences
Actuarial loss $ 32.6 $ 56.5 $ 31.8 $ 58.3
−Removed: Prior service cost (credit) — 1.5 — 1.6
+Added: Prior service cost — 1.4 — 1.5
Deferred taxes ( 8.3 ) ( 13.0 ) ( 8.3 ) ( 12.7 )
83 unchanged sentences
The Company periodically evaluates long-lived assets, including intangible assets with finite lives, for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset may not be recoverable.
−Removed: Upon identification of indicators of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash
−Removed: flows are largely independent of the cash flows of other assets or liabilities.
−Removed: The asset group would be considered impaired when the estimated future undiscounted cash flows generated by the asset group are less than carrying value.
+Added: Upon identification of indicators of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets or liabilities.
+Added: The asset group would be considered impaired
+Added: when the estimated future undiscounted cash flows generated by the asset group are less than carrying value.
If the carrying value of an asset group is considered impaired, an impairment charge is recorded for the amount that the carrying value of the asset group exceeds its fair value.
1 unchanged sentence
In connection with the preparation of the financial statements during 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 had negatively impacted the Company.
−Removed: The continued high level of disruption to the Company’s manufacturing and logistics operations experienced in 2021 is expected to continue 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.
−Removed: 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.
+Added: As a result, it was determined that carrying value of the Nuvera fixed assets exceeded the undiscounted cash flows from the assets and the carrying value of Nuvera's fixed assets exceeded the fair value by $10.0 million.
The impairment charge for property, plant and equipment was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.
−Removed: 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.
+Added: The estimated fair value of property, plant and equipment was determined using a cost approach, which is Level 3 under the fair value hierarchy.
Based on the Company’s analysis, all other remaining long-lived assets with finite lives were not impaired as of December 31, 2021.
9 unchanged sentences
The Company uses either a qualitative or quantitative analysis to determine whether fair value exceeds carrying value.
−Removed: As part of the quantitative testing process for goodwill, the Company estimates fair values using a discounted cash flow approach from the perspective of a market participant.
+Added: As part of the quantitative testing process for goodwill, the Company estimates fair values using a discounted cash flow approach from the perspective of a market participant and comparable market values for similar businesses.
Significant estimates in the discounted cash flow approach are cash flow forecasts of the reporting units, the discount rate, the terminal business value and the projected income tax rate.
4 unchanged sentences
As part of the goodwill quantitative testing process, 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.
−Removed: The Company completed the annual testing of impairment of goodwill as of May 1, 2021 and an interim impairment test as of December 31, 2021 at the reporting unit level for the related goodwill.
+Added: The annual testing for impairment was conducted as of May 1, 2022.
+Added: The fair value of each reporting unit was in excess of its carrying value and thus, no impairment exists.
+Added: During 2021, the Company completed the annual testing of impairment of goodwill as of May 1, 2021 and an interim impairment test as of December 31, 2021 at the reporting unit level for the related goodwill.
Based on the annual testing, the fair value of each reporting unit was in excess of its carrying value and no impairment existed.
2 unchanged sentences
In addition, the timeframe for the expected easing of these factors impacted the Company's near and long-term forecasts.
−Removed: Accordingly, in connection with the preparation of its 2021 financial statements, the Company conducted an interim goodwill impairment test as of December 31, 2021 for the JAPIC and Bolzoni reporting units.
−Removed: As a result, the Company recognized a $55.6 million goodwill impairment
−Removed: charge for the JAPIC reporting unit in the fourth quarter of 2021, of which $11.7 million was attributable to the noncontrolling interest.
+Added: Accordingly, in
+Added: connection with the preparation of its 2021 financial statements, the Company conducted an interim goodwill impairment test as of December 31, 2021 for the JAPIC and Bolzoni reporting units.
+Added: As a result, the Company recognized a $55.6 million goodwill impairment charge for the JAPIC reporting unit in the fourth quarter of 2021, of which $11.7 million was attributable to the noncontrolling interest.
No impairment of goodwill for the Bolzoni reporting unit was identified.
3 unchanged sentences
Balance at January 1, 2021 $ 1.7 $ 1.1 $ 54.2 $ 57.7 $ 114.7
+Added: Impairment — — ( 55.6 ) — ( 55.6 )
Foreign currency translation — ( 0.1 ) 1.4 ( 3.9 ) ( 2.6 )
Balance at December 31, 2021 $ 1.7 $ 1.0 $ — $ 53.8 $ 56.5
−Removed: Impairment — — ( 55.6 ) — ( 55.6 )
+Added: Disposals — — — ( 1.7 ) ( 1.7 )
Foreign currency translation — — — ( 3.5 ) ( 3.5 )
Balance at December 31, 2022 $ 1.7 $ 1.0 $ — $ 48.6 $ 51.3
−Removed: The indefinite-lived intangible assets are the Bolzoni trademarks.
+Added: The Company has indefinite-lived intangible assets for the Bolzoni trademarks.
Fair values used in testing for potential impairment of the trademarks are calculated by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets.
The assumed cash flows from this calculation are discounted using Bolzoni’s weighted average cost of capital.
−Removed: The Company completed the annual testing of impairment as of May 1, 2021 and an interim impairment test as of December 31, 2021.
−Removed: The fair value of the indefinite-lived intangible assets was in excess of its carrying value and thus, no impairment exists.
+Added: The Company completed the annual testing of impairment as of May 1, 2022.
+Added: The fair value of the indefinite-lived intangible assets was in excess of its carrying value and thus, no impairment existed.
The following table summarizes intangible assets, other than goodwill, recorded in the consolidated balance sheets:
43 unchanged sentences
Interest paid on total debt was $ 26.6 million, $ 14.5 million and $ 13.0 million during 2022, 2021 and 2020, respectively.
−Removed: The Company has a $ 300.0 million secured, floating-rate revolving credit facility (the "Facility") that expires in June 2026.
−Removed: There were $ 155.0 million borrowings outstanding under the Facility at December 31, 2021.
−Removed: The availability under the Facility, at December 31, 2021, was $ 140.1 million, which reflects reductions of $ 4.9 million for letters of credit and other restrictions.
−Removed: As of December 31, 2021, the Facility consisted of a U.S.
−Removed: revolving credit facility of $ 210.0 million and a non-U.S.
−Removed: revolving credit facility of $ 90.0 million.
−Removed: The Facility replaced the Company's previous revolving credit facility, which was to expire April 28, 2022.
+Added: The Company has a $ 300.0 million secured, floating-rate revolving credit facility (the "Facility") that expires in June 2026 and a $ 225.0 million term loan (the "Term Loan"), which matures in May 2028.
The Facility 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.
−Removed: The obligations under the Facility are generally secured by a first priority lien on working capital assets of the borrowers in the Facility, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property.
+Added: The obligations under the Facility are generally secured by a first priority lien on working capital assets of the borrowers and guarantors in the Facility, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property.
The approximate book value of assets held as collateral under the Facility was $ 1.1 billion as of December 31, 2022.
−Removed: Borrowings under the Facility bear interest at a floating rate, which can be a base rate, LIBOR or EURIBOR, as defined in the Facility, plus an applicable margin.
−Removed: The applicable margins are based on the total excess availability, as defined in the Facility, and range from 0.25 % to 0.75 % for U.S.
−Removed: base rate loans and 1.25 % to 1.75 % for LIBOR, EURIBOR and foreign base rate loans.
−Removed: The applicable margins, as of December 31, 2021, for U.S.
−Removed: base rate loans and LIBOR loans were 0.50 % and 1.25 %, respectively.
−Removed: The applicable margin, as of December 31, 2021, for non-U.S.
−Removed: base rate loans and LIBOR loans was 1.25 %.
−Removed: applicable interest rates for borrowings outstanding under the Facility on December 31, 2021 was 3.75 %, 1.60 % and 1.50 % for the U.S.
−Removed: base rate, LIBOR and EURIBOR loans, respectively.
−Removed: The Facility also required the payment of a fee of 0.25 % per annum on the unused commitments as of December 31, 2021.
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.
−Removed: The Facility limits the payment of dividends and other
−Removed: 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.
+Added: 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 December 31, 2022, the Company was in compliance with the covenants in the Facility.
−Removed: The Company also has a $ 225.0 million term loan (the "Term Loan"), which matures in May 2028.
−Removed: The Term Loan replaced the Company’s previous term loan facility, which was set to mature on May 30, 2023.
+Added: Key terms of the Facility as of December 31, 2022 were as follows:
+Added: US borrowing capacity $ 210.0
+Added: borrowing capacity 90.0
+Added: Outstanding 134.6
+Added: Availability restrictions 7.7
+Added: Availability $ 157.7
+Added: Applicable margins, as defined in agreement
+Added: base rate loans 0.25 %- 0.75 %
+Added: LIBOR, EURIBOR and foreign base rate loans 1.25 %- 1.75 %
+Added: Applicable margins, for amounts outstanding
+Added: base rate and LIBOR loans 0.50 %;
+Added: base rate and LIBOR loans 1.50 %
+Added: Applicable interest rate, for amounts outstanding
+Added: base rate 8.00 %
+Added: EURIBOR 3.88 %
+Added: Facility fee, per annum on unused commitment 0.25 %
The Term Loan requires quarterly principal payments on the last day of each March, June, September and December commencing September 30, 2021 in an amount equal to $562,500 and the final principal repayment is due in May 2028.
The Company may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.
−Removed: At December 31, 2021, there was $ 223.9 million of principal outstanding under the Term Loan which has been reduced in the Consolidated Balance Sheet by $ 5.3 million of discounts and unamortized deferred financing fees.
−Removed: The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the borrowers in the Facility, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.
+Added: The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the borrowers of the Facility, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.
The approximate book value of assets held as collateral under the Term Loan was $ 750 million as of December 31, 2022.
−Removed: Borrowings under the Term Loan bear interest at a floating rate, which can be a base rate or Eurodollar rate, as defined in the Term Loan, plus an applicable margin.
−Removed: The applicable margin, as provided in the Term Loan, is 2.50 % for U.S.
−Removed: base rate loans and 3.50 % for Eurodollar loans.
−Removed: In addition, the Term Loan includes a Eurodollar rate floor of 0.50 %.
−Removed: The interest rate on the amount outstanding under the Term Loan at December 31, 2021 was 4.00 %.
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.
1 unchanged sentence
At December 31, 2022, the Company was in compliance with the covenants in the Term Loan.
−Removed: The Company incurred fees of $ 7.6 million and $ 0.4 million in 2021 and 2019, respectively.
−Removed: No fees were incurred in 2020.
+Added: Key terms of the Term Loan as of December 31, 2022 were as follows:
+Added: Outstanding $ 221.6
+Added: Discounts and unamortized deferred financing fees 4.1
+Added: Net amount outstanding $ 217.5
+Added: Applicable margins, as defined in agreement
+Added: base rate loans 2.50 %
+Added: Eurodollar 3.50 %
+Added: Eurodollar floor 0.50 %
+Added: Applicable interest rate, for amounts outstanding 7.88 %
+Added: The Company incurred fees of $ 7.6 million in 2021.
These fees related to amending the Facility and the Term Loan.
These fees were deferred and are being amortized as interest expense over the term of the applicable debt agreements.
+Added: No fees were incurred in 2022 or 2020.
Fees related to the Term Loan are presented as a direct deduction of the corresponding debt.
4 unchanged sentences
The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception.
−Removed: The Company has elected to not recognize a lease liability or right-of-use ("ROU") asset for short-term leases (leases with an initial term of twelve months or less).
−Removed: For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account for the lease and non-lease components as a single lease component.
+Added: The Company does not recognize a lease liability or right-of-use ("ROU") asset for short-term leases (leases with an initial term of twelve months or less).
+Added: For contracts with lease and non-lease components, the Company does not allocate the contract consideration, and accounts for the lease and non-lease components as a single lease component.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments under the lease.
Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
−Removed: The implicit rate within the operating leases are generally not determinable and the Company has obtained rates from third-party financiers for relevant geographies, currencies and lease terms to determine the incremental borrowing rate at the date of adoption of the new lease standard and at the inception of new leases.
+Added: The implicit rate within the operating leases are generally not determinable and the Company has obtained rates from third-party financiers for relevant geographies, currencies and lease terms to determine the incremental borrowing rate at the inception of new leases.
The operating lease ROU asset also includes any lease prepayments, offset by lease incentives.
40 unchanged sentences
Financing cash flows from finance leases 7.0 7.6
−Removed: Year Ended Year Ended
−Removed: December 31, 2021 December 31, 2020
Non-cash amounts related to right-of-use assets obtained in exchange for lease obligations
44 unchanged sentences
The judicial court decision was final and not subject to appeals.
−Removed: The estimate of the refund calculated on a gross basis was approximately 110 million Brazilian reais, or approximately $20 million based on exchange rates as of December 31, 2021.
+Added: The estimate of the refund calculated on a gross basis was approximately 110 million Brazilian reais.
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 have affected the Brazilian taxpayers' rights with respect to these credits, all of which could have materially impacted the realization of the credits.
−Removed: During the second quarter of 2021, the STF ruled in favor of taxpayers that the refund should be calculated on a gross basis.
+Added: During 2021, the STF ruled in favor of taxpayers that the refund should be calculated on a gross basis.
The amount and ultimate timing of realization of these recoveries was 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 were uncertain.
−Removed: During 2021, the Company sold these credits at a discount for 42 million Brazilian reais, or $ 7.8 million.
−Removed: 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.
−Removed: The Company recorded approximately $ 8.5 million of income related to these credits for the year ended December 31, 2021 in “Cost of Sales” in the Consolidated Statements of Operations.
+Added: During 2021, the Company sold these credits at a discount and recorded approximately $ 8.5 million of income related to these credits in “Cost of Sales” in the Consolidated Statements of Operations.
NOTE 17— Guarantees
5 unchanged sentences
The fair value of collateral held at December 31, 2022 was approximately $ 192.2 million based on Company estimates.
−Removed: 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
−Removed: value of both new and used lift trucks.
+Added: 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.
29 unchanged sentences
HYGFS provides debt financing to dealers and lease financing to both dealers and customers.
−Removed: HYGFS’ total purchases of Hyster ® and Yale ® lift trucks from dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 2021, 2020 and 2019 were $ 346.1 million, $ 452.9 million and $ 514.1 million, respectively.
+Added: HYGFS’ total purchases of Hyster ® and Yale ® lift trucks from
+Added: dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 2022, 2021 and 2020 were $ 449.8 million, $ 346.1 million and $ 452.9 million, respectively.
Of these amounts, $ 75.6 million, $ 66.7 million and $ 99.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, were invoiced directly from the Company to HYGFS so that the customer could obtain operating lease financing from HYGFS.
6 unchanged sentences
Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain customers whereby the Company sells lift trucks to HYGFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement.
−Removed: Total obligations to HYGFS under the operating lease agreements were $ 20.4
−Removed: million and $ 19.9 million at December 31, 2021 and 2020, respectively.
+Added: Total obligations to HYGFS under the operating lease agreements were $ 14.3 million and $ 20.4 million at December 31, 2022 and 2021, respectively.
In addition, the Company provides certain subsidies to its dealers that are paid directly to HYGFS.
25 unchanged sentences
HYGFS $ 21.8 $ 25.2
−Removed: Bolzoni 0.3 0.2
+Added: Bolzoni investments 0.4 0.3
Dividends received from unconsolidated affiliates for the year ended December 31, are summarized below:
7 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 Consolidated Statements of Operations.
−Removed: The Company's investment was $ 0.8 million and $ 11.9 million as of December 31, 2021 and December 31, 2020, respectively.
−Removed: The Company recorded $ 1.3 million of accrued dividend income related to this investment in both 2020 and 2019.
+Added: The Company's investment was $ 0.8 million at each of December 31, 2022 and December 31, 2021.
+Added: The Company recorded $ 1.3 million of accrued dividend income related to this investment in 2020.
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 December 31, 2022 and December 31, 2021 was $ 0.5 million and $ 1.7 million, respectively.
−Removed: Any gain or loss on the investment is included on the line "Other" in the "Other (income) expense" section of the Consolidated Statements of Operations for the years ended December 31, as follows:
+Added: Any gain or loss on the investment is included on the line "Other, net" in the "Other (income) expense" section of the Consolidated Statements of Operations for the years ended December 31, as follows:
2022 2021 2020
Loss on equity investment $ ( 1.0 ) $ ( 0.2 ) $ ( 0.5 )
−Removed: NOTE 19— Restructuring
−Removed: During 2020, the Company performed an in-depth global review to help establish a more sustainable long-term cost structure.
−Removed: As a result, the Company restructured operations to optimize global commercial operations.
−Removed: These charges primarily related to severance, which was recorded on the line "Selling, general and administrative expenses" in the Consolidated Statements of Operations.
−Removed: The remaining severance payments are expected to be paid through 2023.
−Removed: Following is the detail of the cash charges incurred by reporting segment:
−Removed: Total charges incurred Total charges incurred through December 31, 2020 Total expense (benefit) record in December 31, 2021
−Removed: Americas $ 0.7 $ 1.0 $ ( 0.3 )
−Removed: EMEA 2.0 2.0 —
−Removed: JAPIC 1.6 1.4 0.2
−Removed: $ 4.3 $ 4.4 $ ( 0.1 )
−Removed: Following is an analysis of the activity related to the liability:
−Removed: Americas EMEA ` JAPIC Total
−Removed: Balance at January 1, 2021 $ 1.0 $ 2.0 $ 1.4 $ 4.4
−Removed: Provision 0.1 — 0.3 0.4
−Removed: Changes in estimate ( 0.4 ) — ( 0.1 ) ( 0.5 )
−Removed: Payments ( 0.7 ) ( 0.9 ) ( 1.1 ) ( 2.7 )
−Removed: Translation — ( 0.1 ) ( 0.1 ) ( 0.2 )
−Removed: Balance at December 31, 2021 $ — $ 1.0 $ 0.4 $ 1.4
−Removed: In 2019, as part of a plan to expand Bolzoni's capabilities in the United States, Bolzoni's North America attachment manufacturing was moved into HYG's Sulligent, Alabama manufacturing facility.
−Removed: Consequently, effective January 1, 2019, the Sulligent facility became a Bolzoni facility.
−Removed: As a result of this restructuring, Bolzoni recognized charges totaling approximately $ 2.5 million during the year ended December 31, 2019.
−Removed: The Company incurred $ 0.4 million related to severance, which was recorded on the line "Selling, general and administrative expenses," and $ 2.1 million related to plant rearrangement and moving costs, which was recorded in "Cost of sales." Severance payments of $ 0.4 million were made during 2019.
−Removed: Cash payments related to this restructuring plan were completed in 2019.
NOTE 19— Maximal Equity Transfer Agreement
−Removed: As of December 31, 2021, the Company maintained a 75% majority interest in Hyster-Yale Maximal.
−Removed: On May 26, 2021, the Company signed an ETA with 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.
−Removed: After the closing under the ETA, which is anticipated to occur on June 1, 2022 (the “Closing Date"), 10% and 90% of the equity interest of Hyster-Yale Maximal will be owned by HK Holding Co and the Company, respectively.
−Removed: Under the terms of the ETA, on the Closing Date and prior to each of June 1, 2023 and June 1, 2024, the Company will pay $8.4 million to HK Holding Co.
−Removed: The closing of the transaction is subject to customary closing conditions and required regulatory approvals.
−Removed: There is no guarantee the closing will occur either as provided in the ETA or at all.
−Removed: After the closing, the Company will have an option to purchase HK Holding Co's remaining interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $16.8 million.
+Added: During 2021, the Company signed an ETA with HK Holding Co.
+Added: In June 2022, the Company purchased 15 % of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $ 25.2 million, which will be paid in annual installments of $ 8.4 million beginning in June 2022 through June 2024.
+Added: The Company has an option to purchase HK Holding Co's remaining 10% interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $ 16.8 million.
If this option is exercised, the Company will own 100% of the equity interest of Hyster-Yale Maximal.
+Added: As of December 31, 2022, the Company owned a 90 % majority interest in Hyster-Yale Maximal.
+Added: In addition, under the provisions of the ETA, HK Holding Co maintains a put option by which the Company could be required to exercise its purchase option.
+Added: As one of the factors that could trigger the put option is outside of the Company’s control, the remaining 10% purchase option is considered contingently redeemable.
+Added: Accordingly, the redeemable noncontrolling interest is not considered to be a component of stockholders’ equity and instead is reported as temporary equity in the Consolidated Balance Sheets.
+Added: Because the occurrence of the event that would trigger the put option is not probable of occurring, the Company will continue to attribute the 10% portion of earnings and losses, as well as any dividends declared, to the noncontrolling interest after the closing date of the ETA.
+Added: As of the closing date of the ETA, the Company recorded the estimated fair value of the purchase option of $13.4 million as redeemable noncontrolling interest.
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.