What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-05 · 148 added, 155 removed, 241 unchanged (56% of the section changed)

5 unchanged sentences

The Company's solutions include attachments and hydrogen fuel cell power products, telematics, automation and fleet management services, as well as a variety of other power options for its lift trucks.

The Company, through HYMH, designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally, primarily under the Hyster ® and Yale ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships.

The Company's distribution network consisted of approximately 270 independent dealers as of June 30, 2025.

The Company, through HYMH, designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments, aftermarket parts and technology and energy solutions marketed globally, under the Hyster ® , Yale ® and Nuvera® brand names, mainly to independent Hyster ® and Yale ® retail dealerships.

The Company's distribution network consisted of approximately 270 independent dealers as of September 30, 2025.

The materials handling business historically has been cyclical because the order rate for lift trucks fluctuates depending on the economic activity level in the various industries and countries its customers serve.

4 unchanged sentences

The Company operates Bolzoni S.p.A.

Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni ® , Auramo ® and Meyer ® brand names.

Bolzoni is a leading producer and distributor of attachments, forks and lift tables marketed globally under the Bolzoni ® , Auramo ® and Meyer ® brand names.

Bolzoni also produces components for lift truck manufacturers.

18 unchanged sentences

The results of operations for the Company were as follows:

THREE MONTHS ENDED Favorable / (Unfavorable) SIX MONTHS ENDED Favorable / (Unfavorable)

JUNE 30, JUNE 30,

THREE MONTHS ENDED Favorable / (Unfavorable) NINE MONTHS ENDED Favorable / (Unfavorable)

SEPTEMBER 30, SEPTEMBER 30,

2025 2024 % Change 2025 2024 % Change

24 unchanged sentences

Americas $ 1.0 $ 0.2 (400.0) % $ 17.6 $ 0.2 n.m.

$ 16.6 $ — n.m.

EMEA — — n.m.

JAPIC 0.1 — n.m.

JAPIC — 1.0 100.0 % 0.9 1.0 10.0 %

Lift truck business 1.0 1.2 16.7 % 16.9 — n.m.

5 unchanged sentences

Americas $ 21.1 $ 40.9 (48.4) % $ 75.3 $ 213.6 (64.7) %

EMEA (15.0) 4.8 (412.5) % (29.9) 10.0 (399.0) %

EMEA (16.9) (9.6) (76.0) % (46.8) 0.4 n.m.

JAPIC (4.2) (4.1) (2.4) % (19.1) (15.3) (24.8) %

4 unchanged sentences

$ 2.3 $ 33.1 (93.1) % $ 15.1 $ 212.5 (92.9) %

THREE MONTHS ENDED Favorable / (Unfavorable) SIX MONTHS ENDED Favorable / (Unfavorable)

JUNE 30, JUNE 30,

THREE MONTHS ENDED Favorable / (Unfavorable) NINE MONTHS ENDED Favorable / (Unfavorable)

SEPTEMBER 30, SEPTEMBER 30,

2025 2024 % Change 2025 2024 % Change

2 unchanged sentences

Net income (loss) attributable to stockholders $ (2.3) $ 17.2 (113.4) % $ (7.6) $ 132.0 (105.8) %

Diluted earnings per share $ (0.79) $ 3.58 (122.1) % $ (0.30) $ 6.51 (104.6) %

Diluted earnings (loss) per share $ (0.13) $ 0.97 (113.4) % $ (0.43) $ 7.47 (105.8) %

Reported income tax rate n.m.

2 unchanged sentences

The dollar value of bookings and backlog is calculated using the current unit bookings and backlog and the forecasted average sales price per unit.

As of June 30, 2025, substantially all of the Company's backlog is expected to be sold within the next twelve months.

THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30 JUNE 30

As of September 30, 2025, substantially all of the Company's backlog is expected to be sold within the next twelve months.

THREE MONTHS ENDED NINE MONTHS ENDED

SEPTEMBER 30 SEPTEMBER 30

2025 2024 2025 2024

1 unchanged sentence

Backlog, approximate sales value $ 1,350 $ 2,300 $ 1,350 $ 2,300

Second Quarter of 2025 Compared with Second Quarter of 2024

The following table identifies the components of change in revenues for the second quarter of 2025 compared with the second quarter of 2024:

Third Quarter of 2025 Compared with Third Quarter of 2024

The following table identifies the components of change in revenues for the third quarter of 2025 compared with the third quarter of 2024:

HY Americas EMEA JAPIC

9 unchanged sentences

2025 $ 979.1 $ 732.7 $ 150.1 $ 46.5

Revenues decreased 18.1% to $956.6 million in the second quarter of 2025 from $ 1,168.1 million in the second quarter of 2024.

The decrease in Lift Truck revenues was primarily due to a decline in unit volume and a shift in sales to lower-priced lift trucks, mainly in the Americas and EMEA.

The Company believes reduced volumes were a result of the impact of continued economic uncertainty on the Company's end-customer order patterns and overall weaker industry booking rates experienced since early 2024.

The decrease was partially offset by higher other revenues, including improved fleet services revenue.

Bolzoni's revenues decreased in the second quarter of 2025 compared with the second quarter of 2024, primarily due to lower unit volume.

The following table identifies the components of change in operating profit (loss) for the second quarter of 2025 compared with the second quarter of 2024:

Revenues decreased 3.6% to $979.1 million in the third quarter of 2025 from $1,016.1 million in the third quarter of 2024.

The decrease in Lift Truck revenues was primarily due to a decline in unit volume, mainly in the Americas.

The Company believes the lift truck market continues to reflect a more cautious customer approach amid ongoing economic uncertainty with increased pressure from low-cost foreign competitors.

The decline in unit volume was partially offset by higher other revenues, a shift in sales to higher-priced lift trucks and the Company’s pricing actions to help offset higher costs, mainly in the Americas.

In addition, favorable currency movements in the third quarter of 2025 partially offset the decline in Lift Truck revenues.

Bolzoni's revenues decreased in the third quarter of 2025 compared with the third quarter of 2024, primarily due to lower unit volume.

The following table identifies the components of change in operating profit (loss) for the third quarter of 2025 compared with the third quarter of 2024:

Operating Profit (Loss)

3 unchanged sentences

Lift truck gross profit (35.1) (27.0) (7.2) (1.4)

Restructuring and impairment charges (15.7) (15.9) 0.3 (0.1)

Lift truck selling, general and administrative expenses 8.2 8.0 (0.1) 0.3

Restructuring and impairment charges 0.2 (0.8) — 1.0

Bolzoni operations (4.1) — — —

2025 $ 2.3 $ 21.1 $ (16.9) $ (4.2)

The Company recognized an operating loss of $8.5 million in the second quarter of 2025 compared with an operating profit of $95.6 million in the second quarter of 2024.

The decrease in operating profit was primarily due to lower gross profit, mainly from lower volume, lower overhead absorption rates tied to lower production volume, higher material and freight costs, including tariffs, and unfavorable pricing.

Additionally, the Company recognized $ 15.7 million in restructuring and impairment charges in connection with the strategic realignment of Nuvera and programs initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations.

See Note 15, Restructuring and Impairment Charges , to the unaudited condensed consolidated financial statements for further discussion.

The Company recognized an operating profit of $2.3 million in the third quarter of 2025 compared to $33.1 million in the third quarter of 2024.

The decrease in Lift Truck operating profit was primarily due to the unfavorable impact of tariff costs of approximately $40 million and lower volume, partially offset by the Company’s pricing actions.

The decreases were partially offset by lower selling, general and administrative expenses primarily related to decreased incentive compensation costs.

Operating profit in the Americas decreased to $11.7 million in the second quarter of 2025 compared with $ 92.5 million in the second quarter of 2024.

The decrease was due to lower gross profit primarily from lower volume, lower overhead absorption rates tied to lower production volume and an increase in material and freight costs, including tariffs.

In addition, $15.9 million in restructuring and impairment charges were recognized in the Americas during the second quarter of 2025.

Operating profit in the Americas decreased to $21.1 million in the third quarter of 2025 compared with $40.9 million in the third quarter of 2024.

The decrease was due to lower gross profit primarily from lower volume, lower overhead absorption rates tied to lower production volume and the unfavorable impact of tariff costs of approximately $40 million, partially offset by the Company’s pricing actions.

The decreases were partially offset by lower selling, general and administrative expenses primarily related to decreased incentive compensation costs.

EMEA recognized an operating loss of $15.0 million in the second quarter of 2025 compared to an operating profit of $ 4.8 million in the second quarter of 2024.

The decrease was primarily due to lower gross profit from a shift in sales to lower-margin products, unfavorable pricing and manufacturing variances and an increase in material and freight costs.

The operating loss in JAPIC was $7.6 million in the second quarter of 2025 compared with $ 5.7 million in the second quarter of 2024, mainly due to lower gross profit from manufacturing inefficiencies and unfavorable currency movements.

Bolzoni's operating profit decreased to $2.4 million in the second quarter of 2025 compared with $4.0 million in the second quarter of 2024, primarily due to lower unit volumes and as well as lower overhead absorption rates tied to lower production levels.

The Company recognized a net loss attributable to stockholders of $ 13.9 million in the second quarter of 2025 compared with net income attributable to stockholders of $ 63.3 million in the second quarter of 2024.

EMEA recognized an operating loss of $16.9 million in the third quarter of 2025 compared to $9.6 million in the third quarter of 2024.

The increase in operating loss was primarily due to unfavorable pricing, lower parts volume and an increase in material and freight costs.

The operating loss in JAPIC was $4.2 million in the third quarter of 2025 compared with $4.1 million in the third quarter of 2024 as lower gross profit was offset by lower restructuring and impairment charges.

Bolzoni's operating profit decreased to $2.1 million in the third quarter of 2025 compared with $6.2 million in the third quarter of 2024, primarily due to lower unit volumes and lower overhead absorption rates tied to lower production levels as well as higher employee-related costs included in selling, general and administrative expenses.

The Company recognized a net loss attributable to stockholders of $2.3 million in the third quarter of 2025 compared with net income attributable to stockholders of $17.2 million in the third quarter of 2024.

The decline was primarily the result of lower operating profit.

First Six Months of 2025 Compared with First Six Months of 2024

The following table identifies the components of change in revenues for the first six months of 2025 compared with the first six months of 2024:

The Company reported an income tax benefit of $2.9 million in the third quarter of 2025, which includes the impact of U.S.

tax legislation enacted on July 4, 2025.

See Note 5, Income Taxes , to the unaudited condensed consolidated financial statements for further discussion.

First Nine Months of 2025 Compared with First Nine Months of 2024

The following table identifies the components of change in revenues for the first nine months of 2025 compared with the first nine months of 2024:

HY Americas EMEA JAPIC

2 unchanged sentences

Unit volume and product mix (449.1) (350.9) (104.5) 6.3

Foreign currency (9.3) (6.9) (1.0) (1.4)

Price 0.4 9.6 (9.3) 0.1

Parts (3.4) 0.4 (4.3) 0.5

Foreign currency (2.2) (6.5) 6.0 (1.7)

Other 59.4 63.6 (3.5) (0.7)

2 unchanged sentences

$ 2,846.1 $ 2,139.1 $ 416.6 $ 142.2

Revenues decreased 16.1% to $1,867.0 million in the first six months of 2025 from $ 2,224.6 million in the first six months of 2024.

Revenues decreased 12.2% to $2,846.1 million in the first nine months of 2025 from $3,240.7 million in the first nine months of 2024.

The decrease was primarily due to a decline in unit volume, mainly in the Americas and EMEA.

The Company believes the lift truck market continues to reflect a more cautious customer approach amid ongoing economic uncertainty with increased pressure from low-cost foreign competitors.

The decrease was partially offset by higher other revenues, including improved fleet services revenue.

Bolzoni revenues decreased in the first six months of 2025 compared with the first six months of 2024, primarily due to lower unit volume.

The following table identifies the components of change in operating profit for the first six months of 2025 compared with the first six months of 2024:

Bolzoni revenues decreased in the first nine months of 2025 compared with the first nine months of 2024, primarily due to lower unit volume.

The following table identifies the components of change in operating profit for the first nine months of 2025 compared with the first nine months of 2024:

Operating Profit (Loss)

7 unchanged sentences

2025 $ 15.1 $ 75.3 $ (46.8) $ (19.1)

The Company's operating profit decreased from $179.4 million in the first six months of 2024 to $12.8 million in the first six months of 2025.

The decrease in operating profit was primarily due to lower gross profit, mainly from lower volume and higher material and freight costs, including tariffs, as well as lower overhead absorption rates tied to lower production volume.

The Company's operating profit decreased from $212.5 million in the first nine months of 2024 to $15.1 million in the first nine months of 2025.

The decrease in operating profit was primarily due to lower gross profit, mainly from lower volume, the unfavorable impact of approximately $60 million of tariff costs, as well as lower overhead absorption rates tied to lower production volume.

Additionally, the company recognized $16.9 million in restructuring and impairment charges in connection with the strategic realignment of Nuvera and programs initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations.

See Note 15, Restructuring and Impairment Charges , to the Company's unaudited condensed consolidated financial statements for further discussion.

Operating profit in the Americas decreased in the first six months of 2025 compared with the first six months of 2024, primarily due to decreased gross profit, mainly from lower volume and higher material and freight costs, including tariffs, as well as lower overhead absorption rates tied to lower production volume.

In addition, $16.6 million in restructuring and impairment charges were recognized in the Americas during the first six months of 2025.

EMEA had an operating loss of $29.9 million in the first six months of 2025 compared with an operating profit of $ 10.0 million the first six months of 2024.

The decrease was mainly due to lower gross profit from lower unit volume, lower pricing and a shift in sales to lower-margin products.

Higher material and freight costs as well as lower overhead absorption rates tied to lower production volume also contributed to the decline in operating profit (loss).

Selling general and administrative expenses were higher as a result of increased marketing and sales costs.

JAPIC's operating loss increased to $14.9 million in the first six months of 2025 from $ 11.2 million in the first six months of 2024, primarily due to lower gross profit from unfavorable foreign currency, higher material and freight costs and lower unit volume, partially offset by lower selling, general and administrative expenses.

Bolzoni's operating profit decreased to $3.0 million in the first six months of 2025 compared with $7.3 million in the first six months of 2024, primarily due to lower unit volumes as well as lower overhead absorption rates tied to lower production volume.

The Company recognized a net loss attributable to stockholders of $ 5.3 million in the first six months of 2025 compared with net income attributable to stockholders $ 114.8 million in the first six months of 2024.

Operating profit in the Americas decreased in the first nine months of 2025 compared with the first nine months of 2024, primarily due to decreased gross profit, mainly from lower volume, the unfavorable impact of approximately $60 million of tariff costs, as well as lower overhead absorption rates tied to lower production volume.

In addition, $17.6 million in restructuring and impairment charges were recognized in the Americas during the first nine months of 2025.

EMEA had an operating loss of $46.8 million in the first nine months of 2025 compared with an operating profit of $0.4 million the first nine months of 2024.

The change was mainly due to lower gross profit from lower unit volume, lower pricing and a shift in sales to lower-margin products.

Higher material and freight costs as well as lower overhead absorption rates tied to lower production volume also contributed to the decline.

Selling general and administrative expenses were higher, primarily as a result of increased marketing and sales costs.

JAPIC's operating loss increased to $19.1 million in the first nine months of 2025 from $15.3 million in the first nine months of 2024, primarily due to lower gross profit from unfavorable foreign currency, higher material and freight costs and lower unit volume, partially offset by lower selling, general and administrative expenses.

Bolzoni's operating profit decreased to $5.1 million in the first nine months of 2025 compared with $13.5 million in the first nine months of 2024, primarily due to lower unit volumes as well as lower overhead absorption rates tied to lower production volume.

Additionally, selling general and administrative expenses were higher as a result of increased employee-related costs.

The Company recognized a net loss attributable to stockholders of $7.6 million in the first nine months of 2025 compared with net income attributable to stockholders $132.0 million in the first nine months of 2024.

The decline was primarily the result of lower operating profit.

LIQUIDITY AND CAPITAL RESOURCES

The following tables detail the changes in cash flow for the six months ended June 30, 2025 compared to the same period in the prior year:

The following tables detail the changes in cash flow for the nine months ended September 30, 2025 compared to the same period in the prior year:

2025 2024 Change

Operating activities:

Net (Loss) Income $ (4.7) $ 115.7 $ (120.4)

Net Income (Loss) $ (6.4) $ 133.5 $ (139.9)

Depreciation and amortization 34.1 35.8 (1.7)

8 unchanged sentences

Accounts payable and other liabilities (81.3) (50.2) (31.1)

Net cash provided by (used for) operating activities (7.5) 19.9 (27.4)

Net cash provided by operating activities 29.6 90.0 (60.4)

Investing activities:

4 unchanged sentences

Cash flow before financing activities $ (10.2) $ 59.3 $ (69.5)

Net cash provided by (used for) operating activities decreased $27.4 million in the first six months of 2025 compared with the first six months of 2024, primarily due to lower net income and a use of cash in other liabilities primarily due to higher employee-related payments, including incentive compensation, in the first six months of 2025.

This was partially offset by changes in accounts receivable mainly as a result of lower revenues during the first six months of 2025 compared with the first six months of 2024.

The change in net cash used for investing activities during the first six months of 2025 compared with the first six months of 2024 was mainly due to higher capital expenditures and Bolzoni's acquisition of a manufacturing business in Italy in 2025.

Net cash provided by operating activities decreased $60.4 million in the first nine months of 2025 compared with the first nine months of 2024, primarily due to the change in net income (loss) and a higher use of cash in other liabilities primarily due to increased employee-related payments, including incentive compensation, in the first nine months of 2025.

This was partially offset by reduced inventory levels mainly from lower revenues, which more than offset the unfavorable impact of currency and tariffs during the first nine months of 2025 compared with the first nine months of 2024.

In addition, accounts receivable decreased primarily from lower revenue volume.

The change in net cash used for investing activities during the first nine months of 2025 compared with the first nine months of 2024 was mainly due to higher capital expenditures.

2025 2024 Change

Financing activities:

Net increase of long-term debt and revolving credit agreements $ 20.1 $ 10.8 $ 9.3

Net increase (decrease) of long-term debt and revolving credit agreements $ 8.4 $ (33.9) $ 42.3

Cash dividends paid (20.2) (19.2) (1.0)

2 unchanged sentences

Net cash used for financing activities $ (18.4) $ (62.2) $ 43.8

The change in net cash used for financing activities was primarily due to borrowings under the Company's revolving credit facilities during the first six months of 2025 compared to payments in the first six months of 2024.

Additionally, the Company purchased less treasury stock in the first six months of 2025 related to employee-related incentive stock compensation plans compared with the first six months of 2024.

The change in net cash used for financing activities was primarily due to net borrowings under the Company's revolving credit facilities during the first nine months of 2025 compared to net repayments in the first nine months of 2024.

Financing Activities

On June 24, 2025, the Company entered into an amended and restated agreement for a $300.0 million secured, floating-rate revolving credit facility (the “Facility”).

During the second quarter of 2025, the Company entered into an amended and restated agreement for a $300.0 million secured, floating-rate revolving credit facility (the “Facility”).

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.

The Facility matures on June 24, 2030.

The Facility replaced the Company’s previous revolving credit facility, which was set to mature on June 24, 2026.

The Facility replaced the Company’s previous revolving credit facility, which was set to mature in June 2026.

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 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 June 30, 2025.

The approximate book value of assets held as collateral under the Facility was $1.1 billion as of September 30, 2025.

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.

1 unchanged sentence

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

At June 30, 2025, the Company was in compliance with the covenants in the Facility.

Key terms of the Facility as of June 30, 2025 were as follows:

At September 30, 2025, the Company was in compliance with the covenants in the Facility.

Key terms of the Facility as of September 30, 2025 were as follows:

borrowing capacity $ 210.0

20 unchanged sentences

working capital assets of the borrowers and guarantors of the Facility, which includes, but is not limited to, cash and cash equivalents, accounts receivable and inventory.

The approximate book value of assets held as collateral under the Term Loan was $0.9 billion as of June 30, 2025.

The approximate book value of assets held as collateral under the Term Loan was $0.9 billion as of September 30, 2025.

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

The Term Loan limits the payment of dividends and other restricted payments the Company may make in any fiscal year, unless the consolidated total net leverage ratio, as defined in the Term Loan, does not exceed 2.50 to 1.00 at the time of the payment.

At June 30, 2025, the Company was in compliance with the covenants in the Term Loan.

Key terms of the Term Loan as of June 30, 2025 were as follows:

At September 30, 2025, the Company was in compliance with the covenants in the Term Loan.

Key terms of the Term Loan as of September 30, 2025 were as follows:

Outstanding $ 215.0

6 unchanged sentences

Applicable interest rate, for amounts outstanding 7.78%

The Company had other debt outstanding, excluding finance leases, of approximately $146.0 million at June 30, 2025.

The Company had other debt outstanding, excluding finance leases, of approximately $162.7 million at September 30, 2025.

In addition to the excess availability under the Facility of $225.1 million, the Company had remaining availability of $49.6 million related to other non-U.S.

revolving credit agreements at June 30, 2025.

revolving credit agreements at September 30, 2025.

The Company believes funds available from cash on hand, the Facility, other available lines of credit and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments during the next twelve months and the foreseeable future thereafter.

3 unchanged sentences

The following table summarizes actual and planned capital expenditures:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Planned for Remainder of 2025

8 unchanged sentences

The Company's capital structure is presented below:

JUNE 30, 2025

SEPTEMBER 30, 2025

DECEMBER 31, 2024

7 unchanged sentences

Debt to total capitalization 46 % 47 % (1) %

Consolidated Strategic Perspective

The Company’s full-year 2025 outlook includes numerous assumptions, including potential tariff impacts and actions to mitigate their effect on its financial results.

The Company’s proactive initiatives, including price increases and lower costs from changes to global product sourcing, supply chain adjustments, and cost optimization programs, are expected to partially offset higher, tariff-related costs.

Key outlook assumptions include:

tariffs in effect on July 9, 2025, as the baseline,

current Section 301 tariff exemption related to lift truck parts not extended beyond August 31, 2025,

The Company’s Q4 2025 outlook is based on a set of assumptions, including the anticipated impact of tariffs and related mitigation efforts to help improve financial results.

Proactive measures such as price increases, cost reductions through adjustments in global product sourcing, supply chain enhancements, and cost optimization programs are expected to partially offset increased tariff-related expenses.

Key assumptions for the outlook include:

tariffs in effect as of September 5, 2025, including Chinese tariffs at 79%, used as the baseline,

inclusion of Section 232 tariff for steel and steel derivatives,

current Section 301 tariff exemption for lift truck parts not extended beyond November 29, 2025,

no additional tariffs will be added globally,

1 unchanged sentence

the successful implementation of the Company’s proactive initiatives outlined above.

Given these assumptions, tariffs are expected to negatively affect the Company's financial results in the second half of 2025, even after mitigation actions are implemented.

The Company is pursuing strategies to reduce this impact.

The possibility of further tariff measures creates uncertainty and makes it difficult to provide a precise impact estimate at this time.

The Company will continue to maintain pricing strategies aligned with material cost changes and enforce cost discipline across the organization, regardless of tariff developments.

Despite the current uncertain economic environment, the Company remains committed to its mission to deliver optimal solutions and exceptional customer care and to position the Company for substantial long-term profitable growth.

Recent informal announcements suggest that Chinese tariff levels will be reduced, including an extension of Section 301 tariff exemptions to November 2026, which would have a favorable financial impact of $2 million to $3 million in Q4 2025, compared to the above assumptions.

The Company’s financial outlook continues to be shaped by the considerable and evolving impact of tariffs on its costs, product demand and overall operating results.

While the Company is deploying significant mitigation strategies, tariffs remain a substantial financial challenge.

Persistent uncertainty around future tariff policies makes it challenging to estimate the final impact, which is expected to remain negative through the foreseeable future.

Nevertheless, the Company is committed to disciplined cost controls, pricing and cost alignment, and pursuing other broad initiatives to help moderate these pressures.

Management remains focused on navigating the current environment and positioning the Company for long-term profitable growth.

Lift Truck Business

During Q2 2025, the total lift truck market declined.

As result, the Company experienced a significant contraction of its global lift truck bookings, reflecting a more cautious customer approach amid ongoing economic uncertainty.

The Company's traditional strong customers are deferring capital expenditures, resulting in delayed purchasing decisions and a temporary softening in lift truck order activity.

However, the Company’s sales quoting activity remained steady in Q2 compared to improved Q1 2025 levels.

This sustained higher quoting volume highlights resilient underlying demand opportunity and positions the Company to capitalize on market opportunities as customer confidence strengthens and capital spending accelerates.

Management remains focused on proactive customer engagement, closely monitoring demand trends, and preserving the Company’s agility to respond quickly to ensure that the Company is well prepared to increase bookings as macroeconomic and tariff uncertainty conditions improve.

Dollar value bookings decreased to $330 million from $590 million in Q1 2025, reflecting a significant decline in both the EMEA and Americas regions, while JAPIC remained flat.

The elevated Q1 bookings were partially driven by customers accelerating their purchases ahead of anticipated tariff-related price increases.

In contrast, Q2 2025 bookings were negatively impacted by heightened tariff-related uncertainty.

Compared to Q2 2024, dollar value bookings decreased by $50 million, with Americas increasing and a substantial decline in EMEA.

These results highlight regional demand volatility, with particular weakness in EMEA.

The Company monitors booking trends closely and remains dedicated to strategic initiatives to bolster its orders while maintaining cost discipline.

At the end of Q2 2025, the Company’s backlog stood at $1.7 billion, decreasing from $1.9 billion at Q1 2025 as shipments exceeded bookings, primarily in the Americas.

The Company’s ability to maintain a solid backlog is being challenged by the prolonged bookings demand weakness.

As a result, the Company continues to balance production levels with evolving product demand in order to maintain a multi-month production backlog.

Production output is currently expected to increase in the second half of 2025 compared to the first half of the year.

However, in response to ongoing macroeconomic uncertainty and tariff pressures, the Company has moderated these production growth expectations.

This adjustment will help to maintain manufacturing efficiency as well as optimize inventory levels.

If the bookings market or the Company’s traditional customer base bookings improvements do not materialize as expected, global production levels will likely moderate further in the latter half of 2025.

The Company continues to focus on maintaining bookings with product margins at or above targeted levels through a combination of new product introductions, including increasingly available modular and scalable models, and ongoing cost and pricing discipline for existing products.

Product margins are expected to remain above targeted levels in 2025 but decline year-over-year due to increased competitive pressure in a lower-demand market.

In Q2 2025, the Company implemented monthly price adjustments to quickly address tariff changes.

These pricing actions enable more effective margin management during this period of heightened volatility.

Price adjustments will persist, as necessary, to minimize the impact of tariffs on the Company’s cost structure.

Price adjustments apply to new orders at the time they are booked, resulting in a temporary delay before the Company can recover the increased costs associated with tariffs.

Projects initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations are progressing with $1.4 million in the first six months of 2025.

The Company now expects to incur an additional $4 million to $7 million through 2025, and between $10 million to $23 million in 2026.

Total project expenditure estimates are in line with prior guidance, with some expected costs shifting from 2025 to 2026.

Initial benefits from these programs are expected in late 2025 and into 2026 but will likely be offset by operational inefficiencies from lower production volumes compared to the prior year.

Starting in 2027, these fully developed programs should generate significant annualized income and cash benefits ranging between $30 million to $40 million.

These savings will significantly offset the business’ negative impact from future market cyclicality.

Savings estimates are based on current expected volume and cost assumptions.

Operating expenses are projected to decline modestly in 2025 year-over-year, primarily due to cost savings from Nuvera’s strategic realignment.

Results from this action are expected to generate annualized cost reductions of $15 to $20 million beginning in the second half of 2025.

Additionally, the Company anticipates that $10 to $15 million of Nuvera’s costs will be integrated into the Lift Truck business, mainly to fill open positions and accelerate development of both lithium-ion batteries

and related services and mobile charging products.

The Company does not expect to incur significant additional charges related to the Nuvera strategic alignment progresses.

Operating profit is projected to moderately increase in Q3 2025 compared to Q2 2025, driven primarily by higher sales volumes as a result of added consumer demand and enhanced manufacturing efficiency.

The Company anticipates a decline in full-year 2025 operating profit relative to prior guidance.

This outlook reflects the near-term effects of reduced bookings and lower production volumes.

Potential tariff costs and timing lags in mitigating actions may also create an earnings drag.

However, management believes tax reform impacts could be favorable which will help to offset some of these adverse changes.

While the path forward likely presents demand and production volatility challenges, management is confident that its disciplined cost control actions and capital allocation efforts will position the Company to capitalize on growth opportunities as market conditions improve.

Bolzoni's Q3 2025 revenues are projected to slightly improve compared to the second quarter as higher attachment sales are expected to offset reduced legacy component sales to the Lift Truck business.

Q3 2025 operating profit is anticipated to increase moderately due to reduced manufacturing spending related to improved factory utilization.

Full year 2025 revenues are anticipated to decline year-over-year, reflecting weaker demand projections across Bolzoni’s customer base.

Product mix and cost control improvements are not expected to fully compensate for lower sales.

As a result, 2025 operating profit is projected to be below 2024’s adjusted operating profit.

The Company anticipates modest sequential growth in both revenue and operating profit growth in Q3 2025.

For the full year 2025, the Company still expects revenues, production levels and profits to be below robust 2024 results.

However, outlook has deteriorated due to tariff impacts to material cost and a greater than expected decline in demand in the second half of 2025.

Global trade and geopolitical uncertainty, among other factors, may cause the Company’s results to deviate significantly from its current outlook.

The financial discipline established over the past several years is helping the Company deliver stronger and more consistent financial results.

The Company targets a 7% operating profit margin across the business cycle.

During periods of strong backlog-driven production, such as those experienced in early 2024, the Company should exceed this target.

However, during cyclically lower lift truck market demand phases, the Company intends to offset production declines by maintaining strong financial and operational discipline, with stronger results than in previous downturns.

The Company is making progress toward achieving these goals and its strategic initiatives should add further benefits over time.

The Company continues to focus on generating strong operating cash flow and accretive capital deployment.

To support these goals, the Company is actively implementing initiatives to drive working capital efficiency.

With the expected 2025 lift truck production decrease, there is an intense focus on timely realignment of production and working capital processes.

Key actions, including inventory optimization, are underway and are expected to yield significant progress in 2025.

These efforts support strong full-year cash flow from operations generation, moderately below those achieved in 2024, despite the projected lower 2025 net income.

Effective cash flow utilization is critical to the Company’s ongoing transformation.

This involves substantial capital investments in advanced products, manufacturing efficiencies and information technology upgrades.

For 2025, capital expenditures are now forecasted to range between $50 million and $60 million.

Management will closely monitor market conditions and may adjust investments levels and timing as market visibility improves.

During Q3 2025, the total lift truck market contracted in all geographic regions and classes compared to Q2 2025, reflecting a more cautious customer approach amid ongoing economic uncertainty.

The Company believes many customers are deferring capital expenditure, resulting in delayed purchasing decisions and a temporary softening in lift truck order activity.

Despite the broader lift truck market contraction, the Company experienced an uptick in booking activity, with improvements over both the prior year and previous quarter.

A portion of this dollar increase is attributable to the increased pricing on the Company’s trucks due to tariff-related material cost increases.

Dollar value bookings improved to $380 million, up from $330 million in the prior quarter, driven by gains in both the EMEA and JAPIC regions, while bookings in the Americas remained stable at relatively low levels.

Bookings improved across all product classes.

Compared to Q3 2024, dollar value bookings increased modestly, primarily in the Americas, in part due to lift truck market growth led by the warehouse segment.

The Company's Class 1 bookings grew, positioning it for further expansion in the warehouse segment.

The Company initially expected a factory booking demand recovery to start in Q3 2025, but it has been slow to materialize.

Mixed market demand indicators are contributing to cautious expectations for future production and revenue growth over the next few quarters.

If customers continue to require shipments at current levels, the Company expects factory bookings to increase in the near future.

The Company’s key customers’ purchasing decisions are largely tied to macroeconomic factors, including expectation for lower interest rates and favorable tariff negotiations with countries that most impact industrial supply chains.

Customer quoting activity coupled with current shipment rates suggests underlying demand, but that demand is not likely to translate into higher booking rates until macroeconomic uncertainty is reduced.

During this period of lower market activity, the Company is taking proactive steps to safeguard its competitive position, implementing targeted actions to increase bookings and truck sales.

The Company is executing focused initiatives to improve quote closure rate, guided by our two missions, delivering optimal solutions and excellent customer care.

At the end of Q3 2025, the Company’s backlog was $1.35 billion, down from $1.65 billion at the end of Q2 2025, as shipments outpaced new bookings, particularly in the Americas.

These bookings and backlog reductions were driven by a reduced quantity of trucks partially offset by increased truck values related to higher costs.

Unfavorable currency effects have further diminished the real value of backlog, intensifying the effect of lower truck volume.

Given production scheduling requirements and the lower truck bookings, the Company anticipates further backlog degradation in the near term.

If shipments continue to outpace new bookings by a significant margin due to ongoing weaker demand, the Company will consider the need for additional actions to better align its cost structure with the evolving market environment.

Sustaining a backlog that supports the current multi-month production schedule is increasingly difficult and the Company must now work to align its supply chain and production levels with the lower market demand environment.

As a result, the Company is moderating near-term production expectations to help preserve manufacturing efficiency, optimize inventory levels, and maintain an appropriate backlog level.

The competitive landscape is also evolving, with increased pressure from low-cost foreign competitors in regions like South America and Europe particularly for smaller, standard and value configuration Class 5 products.

These dynamics are likely to compress product margins in affected markets.

In response, the Company has expanded our modular and scalable models to support the full range of customer applications, which support margin preservation while allowing for better competitive positioning across the product range.

Introducing new products including warehouse products and truck technologies are also expected to provide further competitive differentiation across all global markets.

As customer confidence returns and capital spending resumes over the next several quarters, the Company remains committed to maintaining a high level of customer engagement, prioritizing innovation and delivering differentiated solutions that foster long-term market share growth.

Operational improvement projects initiated in 2024 to streamline the Company's manufacturing footprint and optimize its operations are progressing, although at a slower pace, with $2.4 million spent in the first nine months of 2025.

The Company expects to incur an additional $3 million in the fourth quarter of 2025, and between $12 million to $25 million in 2026.

Total project expenditure estimates are in line with prior guidance, with some expected shifts from 2025 to 2026.

Initial benefits from these programs are expected to begin in 2026 but will likely be offset by operational inefficiencies from lower production volumes.

By 2027, these fully implemented programs are expected to generate significant annualized income and cash benefits ranging between $30 million to $40 million.

These savings are expected to significantly offset the negative impact from future market cyclicality.

Savings estimates are based on current volume and cost assumptions.

Operating expenses in Q4 2025 are expected to remain consistent with the year-to-date run rate, resulting in a modest year-over-year decrease.

This is primarily due to lower incentive compensation and cost savings from Nuvera’s strategic realignment.

These savings are partially offset by higher employee-related costs.

Q4 2025 is anticipated to result in a moderate operating loss, compared to Q3 2025's operating profit, primarily due to moderated production rates.

Tariff costs are projected to be consistent with Q3 2025 levels.

To help mitigate these tariff-related

impacts, the Company continues to pursue global sourcing adjustments, supply chain improvements, and cost optimization actions.

Bolzoni's Q4 2025 revenues are projected to slightly decrease compared to third quarter levels reflecting weaker demand in Bolzoni’s U.S.

Q4 2025 operating profit is projected to be slightly above Q3 2025 as attachment product mix improvements are expected to compensate for lower sales.

The financial discipline established over the past several years has positioned the Company to navigate challenging market conditions and deliver more stable financial results.

The Company continues to target a 7% operating profit margin over the business cycle.

However, ongoing market uncertainty has impacted bookings and revenue while tariffs have raised costs sharply.

As a result, near-term results are expected to fall well below this target.

As lift truck market demand remains low, the Company is taking steps to mitigate the near-term financial impact with prudent cost management and operational discipline.

Over the longer-term, the Company aims to improve its financial results during economic downturns, focusing on fixed cost reductions, increased revenue resiliency, and innovative new products that enable profitable share gains over time.

The Company continues to focus on generating strong operating cash flow and accretive capital deployment across the business cycle.

To support these goals, the Company is actively implementing initiatives to drive working capital efficiency, including an intense focus on the timely realignment of production and working capital processes as production volumes decrease.

The Company expects to make further progress in Q4 2025.

Working capital optimization and cost-saving efforts should support a solid cash flow from operations, well below 2024 levels, despite the projected lower 2025 net income.

Effective investments are critical to the Company’s ongoing transformation.

This involves capital expenditures for advanced new products, manufacturing efficiencies and information technology upgrades.

For 2025, capital expenditures are forecasted to range between $50 million and $60 million.

As the Company continues to generate cash, it remains committed to its disciplined capital allocation framework.

This includes reducing leverage, executing strategic investments to support profitable growth, and delivering sustainable value and strong returns to shareholders.

This includes continued debt reduction, executing strategic investments to support profitable long-term growth, and delivering sustainable value and strong returns to shareholders.

Long-Term Objectives

The Company's vision is to transform the way the world moves materials from Port to Home.

Hyster-Yale's vision is to transform the way the world moves materials from Port to Home.

It strives to do this through its two customer promises:

14 unchanged sentences

Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation:

(1) delays in delivery and other supply chain disruptions, or increases in costs as a result of inflation or otherwise, including materials, critical components and transportation costs and shortages, the imposition of tariffs on raw materials or sourced products, and labor, or changes in or unavailability of quality suppliers or transporters, including the impacts of the foregoing risks on the Company's liquidity, (2) impacts resulting from increased trade barriers and restrictions on international trade, including as a result of previously announced, and potentially new, changes to U.S.

trade policy and tariffs as well as retaliatory tariffs imposed by other countries where the Company does business, (3) delays in manufacturing and delivery schedules, (4) reduction in demand for lift trucks, attachments and related aftermarket parts and service on a global basis, including any cyclical reduction in demand in the lift truck industry, (5) customer acceptance of pricing, (6) customer acceptance of, changes in the costs of, or delays in the development of new products, (7) the ability of Hyster-Yale and its dealers, suppliers and end-users to access credit, or obtain financing at reasonable rates, or at all, as a result of interest rate volatility and current economic and market conditions, including inflation, (8) unfavorable effects of geopolitical and legislative developments on global operations, including without limitation the entry into new trade agreements and the imposition of tariffs and/or economic sanctions, including the Uyghur Forced Labor Prevention Act (the “UFLPA”) which could impact the Company's imports from China, as well as armed conflicts, including the Russia/Ukraine conflict, the Israel and Gaza conflict and/or the conflict in the Red Sea, and their regional effects, (9) exchange rate fluctuations, interest rate volatility and monetary policies and other changes in the regulatory climate in the countries in which the Company operates and/or sells products, (10) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives and restructuring programs, (11) the successful commercialization of products and technology related to the energy solutions program, (12) political and economic uncertainties in the countries where the Company does business, as well as the effects of any withdrawals from such countries, (13) bankruptcy of or loss of major dealers, retail customers or suppliers, (14) introduction of new products by, more favorable product pricing offered by or shorter lead times available through competitors, (15) product liability or other litigation, warranty claims or returns of products, (16) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation, (17) the ability to attract, retain, and replace workforce and administrative employees, (18) disruptions resulting from natural disasters, public health crises, political crises or other catastrophic events, and (19) the ability to protect the Company’s information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network breaches.

(1) delays in delivery and other supply chain disruptions, or increases in costs

as a result of inflation or otherwise, including materials, critical components and transportation costs and shortages, the effects of tariffs on raw materials or sourced products, and labor, or changes in or unavailability of quality suppliers or transporters, including the impacts of the foregoing risks on the Company's liquidity, (2) impacts resulting from increased trade barriers and restrictions on international trade, including as a result of previously announced, and potentially new, changes to U.S.

trade policy and tariffs as well as retaliatory or other tariffs imposed by other countries where the Company does business, (3) delays in manufacturing and delivery schedules, (4) reduction in demand for lift trucks, attachments and related aftermarket parts and service on a global basis, including any cyclical reduction in demand in the lift truck industry, (5) customer acceptance of pricing, (6) customer acceptance of, changes in the costs of, or delays in the development of new products, (7) the ability of the Company and its dealers, suppliers and end-users to access credit, or obtain financing at reasonable rates, or at all, as a result of interest rate volatility and current economic and market conditions, including inflation, (8) unfavorable effects of geopolitical and legislative developments on global operations, including without limitation the entry into new trade agreements and the imposition of tariffs and/or economic sanctions, including the Uyghur Forced Labor Prevention Act (the “UFLPA”) which could impact the Company's imports from China, as well as armed conflicts, including the Russia/Ukraine conflict, the Israel and Gaza conflict and/or the conflict in the Red Sea, and their regional effects, (9) exchange rate fluctuations, interest rate volatility and monetary policies and other changes in the regulatory climate in the countries in which the Company operates and/or sells products, (10) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives and restructuring programs, (11) the successful commercialization of products and technology related to the energy solutions program, (12) political and economic uncertainties in the countries where the Company does business, as well as the effects of any withdrawals from such countries, (13) bankruptcy of or loss of major dealers, retail customers or suppliers, (14) introduction of new products by, more favorable product pricing offered by or shorter lead times available through competitors, (15) product liability or other litigation, warranty claims or returns of products, (16) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation, (17) the ability to attract, retain, and replace workforce and administrative employees, (18) disruptions resulting from natural disasters, public health crises, political crises or other catastrophic events, and (19) the ability to protect the Company’s information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network breaches.

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 2. Management’s Discussion and Analysis