CLARK MATERIAL HANDLING CO
10-Q, 1999-11-15
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

              For the Quarterly Period Ended September 30, 1999

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ______ to _______


                        Commission File Number 333-18957



                         CLARK Material Handling Company
             (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                 61-1312827
      (State or Other Jurisdiction of                  (I.R.S. Employer
      Incorporation or Organization)                  Identification No.)


   172 Trade Street, Lexington, Kentucky                     40511
 (Address of Principal Executive Offices)                 (Zip Code)

                                (606) 288-1200
             (Registrant's Telephone Number, Including Area Code)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

As of September  30, 1999,  there were 1,000 shares of the  registrant's  common
stock,  par value  $.01 per  share,  outstanding,  all of which were owned by an
affiliate of the registrant.


<PAGE>
                         CLARK MATERIAL HANDLING COMPANY

                                      INDEX





                                                                   Page No.
PART I.     FINANCIAL INFORMATION:

       Item 1.  Financial Statements

          Consolidated Balance Sheet -
                September 30, 1999 and December 31, 1998               2

          Consolidated Statement of Operations -
                Three Months ended September 30, 1999 and 1998         3

          Consolidated Statement of Operations -
                Nine Months ended September 30, 1999 and 1998          4

          Consolidated Statement of Cash Flows -
                Nine Months ended September 30, 1999 and 1998          5

          Notes to Consolidated Financial Statements                   6

       Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations          7

       Item 3.  Quantitative and Qualitative Disclosures about Market
                Risks                                                 12

PART II.    OTHER INFORMATION:

       Item 1.  Legal Proceedings                                     13

       Item 2.  Changes in Securities                                 13

       Item 3.  Defaults Upon Senior Securities                       13

       Item 4.  Submission of Matters to a Vote of Security Holders   13

       Item 5.  Other Information                                     13

       Item 6.  Exhibits and Reports on Form 8-K                      13

       SIGNATURES                                                     14

<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

                         CLARK Material Handling Company
                           Consolidated Balance Sheet
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                    September 30,  December 31,
                                                        1999           1998
                                                    -------------  -------------

Current assets
<S>                                                     <C>          <C>
  Cash and cash equivalents                             $   10,430   $     9,661
  Restricted cash                                              186           197
  Net trade receivables                                     88,745        68,903
  Net inventories (Note 2)                                  98,811       102,399
  Other current assets                                       7,931         9,609
                                                       -----------   -----------
        Total current assets                               206,103       190,769

Long-term assets
  Property, plant and equipment-net                         64,007        69,877
  Goodwill, net of accumulated amortization of  $8,300
    at September 30, 1999 and $6,069 at December 31,1998   109,757       112,781
  Other assets                                              19,884        24,631
                                                       -----------   -----------
Total assets                                            $  399,751   $   398,058
                                                       ===========   ===========

Current liabilities
  Notes payable                                         $   50,776   $    28,922
  Current portion of capital lease obligations               3,264         3,313
  Trade accounts payable                                    88,622        75,378
  Accrued compensation and benefits                          5,856         5,551
  Accrued warranties and product liability                  15,516        17,384
  Other current liabilities                                 18,688        17,526
                                                       -----------   -----------
        Total current liabilities                          182,722       148,074

Non-current liabilities
  Senior notes payable                                     150,000       150,000
  Capital lease obligations, less current portion            4,301         4,480
  Accrued warranties and product liability                  33,073        35,537
  Other non-current liabilities                             13,932        17,469
                                                       -----------   -----------
         Total liabilities                                 384,028       355,560
                                                       -----------   -----------
Commitments and contingencies                                    -             -

Redeemable preferred stock                                  23,469        21,202
                                                       -----------   -----------

Stockholder's equity (deficit)
  Common stock, par value $.01 per share,
   1,000 shares authorized, issued and outstanding               1             1
Paid-in-capital                                             23,940        23,948
  Retained earnings (deficit)                              (25,276)          987
  Accumulated other comprehensive income                    (6,411)       (3,640)
                                                       -----------   -----------
Total stockholder's equity (deficit)                        (7,746)       21,296
                                                       -----------   -----------

Total liabilities and stockholder's equity (deficit)    $  399,751   $   398,058
                                                       ===========   ===========


            See accompanying notes to unaudited financial statements.
</TABLE>
<PAGE>
                         CLARK Material Handling Company
                      Consolidated Statement of Operations
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   Three Months   Three Months
                                                       Ended          Ended
                                                   September 30,   September 30,
                                                         1999          1998
                                                    ------------    -----------

<S>                                                  <C>             <C>
Net sales                                            $   129,140     $   134,858
Cost of goods sold                                       118,273         116,078
                                                     -----------     -----------

  Gross profit                                            10,867          18,780

Engineering, selling and administrative expenses          19,010          14,287

   Income (loss) from operations                          (8,143)          4,493

Other income (expense):
  Interest income                                             69             211
  Interest expense                                        (6,387)         (4,309)
  Foreign exchange gain (loss)                               199             (26)
  Other expense, net                                        (100)           (303)
                                                     -----------     -----------

  Income (loss) before income taxes                      (14,362)             66

Provision for income taxes                                    39             194
                                                     -----------     -----------

  Net income (loss)                                  $   (14,401)    $      (128)
                                                     ===========     ===========


          See accompanying notes to unaudited financial statements.

</TABLE>
<PAGE>
                         CLARK Material Handling Company
                      Consolidated Statement of Operations
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                     Nine Months   Nine Months
                                                       Ended         Ended
                                                    September 30,  September 30,
                                                       1999            1998

<S>                                                 <C>             <C>
Net sales                                           $    395,442    $    403,681
Cost of goods sold                                       350,571         349,036
                                                     -----------     -----------

  Gross profit                                            44,871          54,645

Engineering, selling and administrative expenses          53,204          39,210

   Income (loss) from operations                          (8,333)         15,435

Other income (expense):
  Interest income                                            490             340
  Interest expense                                       (16,247)        (11,898)
  Foreign exchange gain (loss)                               526            (567)
  Other income (expense), net                                256          (1,169)
                                                     -----------     -----------

  Income (loss) before income taxes                      (23,308)          2,141

Provision for income taxes                                   794             756
                                                     -----------     -----------

  Net income (loss)                                  $   (24,102)    $     1,385
                                                     ===========     ===========


          See accompanying notes to unaudited financial statements.
</TABLE>
<PAGE>

                         CLARK Material Handling Company
                      Consolidated Statement of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                     Nine Months    Nine Months
                                                    September 30,  September 30,
                                                        1999           1998
Operating activities:
<S>                                                  <C>             <C>
Net income (loss)                                    $   (24,102)    $     1,385
Adjustments  to  reconcile  net income  (loss)
 to cash  provided  by (used in) operating activities:
    Depreciation and amortization                         14,312          10,830
    Gain on sale of fixed assets                             559               -
    Changes in operating assets and liabilities:
      Restricted cash                                         (6)            137
      Trade receivables                                  (22,102)          1,820
      Net inventories                                      1,491         (16,952)
      Trade accounts payable                              14,507           5,612
      Accrued compensation and benefits                      490             300
      Accrued warranties and product liability            (4,218)         (6,244)
      Other assets and liabilities, net                    8,701           3,503
                                                     -----------     -----------

 Net cash (used in) provided by operating activities     (10,368)            391

Investing activities:
  Business combination                                         -         (31,630)
  Capital expenditures                                    (8,126)        (13,170)
  Proceeds from sale of fixed assets                         806               -
                                                     -----------     -----------

        Net cash used in investing activities             (7,320)        (44,800)
                                                     -----------     -----------

Financing activities:
  Issuance (repayment of) notes payable, net              16,908          11,333
  Issuance of senior note payable, net of issuance costs                  18,872
  Issuance of preferred stock, net of issuance costs                      18,808
  Issuance of other long term debt                         1,825             815
                                                     -----------     -----------

        Net cash provided by financing activities         18,773          49,828
                                                     -----------     -----------

Effect of exchange rate changes on cash and cash
 equivalents                                                (316)            245

Net increase in cash and cash equivalents                    769           5,664
Cash and cash equivalents at beginning of period           9,661           6,334
                                                     -----------     -----------

Cash and cash equivalents at end of period           $    10,430     $    11,998
                                                     ===========     ===========

          See accompanying notes to unaudited financial statements.
</TABLE>
<PAGE>

                         CLARK Material Handling Company
            Notes to Unaudited Financial Statements (in thousands)



     1.   The accompanying  unaudited interim consolidated  financial statements
          have been  prepared in  accordance  with Rule 10-01 of SEC  Regulation
          S-X.  Consequently,  they do not include all the disclosures  required
          under generally accepted accounting  principles for complete financial
          statements.  However,  in the  opinion  of  the  management  of  CLARK
          Material Handling Company (the "Company"),  the consolidated financial
          statements  presented herein contain all adjustments  (consisting only
          of normal  recurring  adjustments)  necessary  to  present  fairly the
          financial  position,  results  of  operations  and  cash  flows of the
          Company and its  consolidated  subsidiaries.  For further  information
          regarding  the  Company's   accounting   policies  and  the  basis  of
          presentation of the financial  statements,  refer to the  consolidated
          financial statements and notes included in the Company's Annual Report
          on Form 10-K for the year ended December 31, 1998.

     2.   Inventories consist of the following:

                                                    September 30,   December 31,
                                                         1999           1998
                                                     --------        ---------


      Finished equipment                              $ 19,996       $ 22,104
      Replacement parts                                 32,583         29,967
      Work-in-process                                    8,726          9,482
      Raw materials and supplies                        37,506         40,846
                                                      --------       --------

         Net inventories                              $ 98,811       $102,399
                                                      ========       ========

     3.   The Company had a total  comprehensive  income (loss) of ($15,146) and
          $62  for  the  three  months  ended   September  30,  1999  and  1998,
          respectively.  The Company had a total comprehensive  income (loss) of
          ($26,873) and $2,038 for the nine months ended  September 30, 1999 and
          1998,  respectively.  The difference  between the Company's net income
          and  total  comprehensive  income  (loss)  relates  to the  cumulative
          translation adjustment of its foreign subsidiaries.

     4.   The tables below present  information about reported segments for year
          to date and the quarters ended and year to date September 30, 1999 and
          1998. Reported segments include both internal and external sales.
<TABLE>
<CAPTION>

                               The
Quarter to date             Americas      Europe        Asia     Eliminations    Total
- ---------------            ----------   ----------   ----------   ----------   ----------
September 30, 1999
<S>                        <C>          <C>          <C>          <C>          <C>
    Net sales              $ 91,847     $ 29,728     $ 25,747     $(18,182)    $ 129,140

    Income (loss) before
       income taxes        $(12,541)    $   (868)    $   (630)    $   (323)    $ (14,362)

 September 30, 1998
    Net sales              $ 93,306     $ 36,619     $ 12,543     $ (7,610)    $ 134,858

    Income (loss) before
       income taxes        $    163     $    725     $   (587)    $   (235)    $      66

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                               The
Year to date                Americas      Europe        Asia     Eliminations    Total
- ---------------            ----------   ----------   ----------   ----------   ----------
September 30, 1999

<S>                        <C>          <C>          <C>          <C>          <C>
    Net sales              $ 278,892    $   93,069   $   69,513   $  (46,032)  $  395,442

    Income (loss) before
      income taxes         $ (22,754)   $       (3)  $    1,005   $   (1,556)  $  (23,308)

 September 30, 1998

    Net sales              $ 301,648    $  103,612   $   13,290   $  (14,869)  $  403,681

    Income (loss) before
       income taxes        $   1,320    $    1,295   $   (1,018)  $     (212)  $    1,385

</TABLE>


     5.   On September 30, 1999 the Company sold substantially all the assets of
          Hydrolectric  Lift  Trucks  ("HLT"),   which  manufactured  masts  and
          components of masts,  for its book value of $3.9 million.  Assets sold
          included  inventory,  equipment and tooling.  Operating losses for the
          nine months ended September 30, 1999 were $1.0 million.

     6.   Certain  reclassifications  of prior period  amounts have been made to
          conform with the current year presentation.


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.

General

The Company  manufactures  products in the U.S., Canada,  Germany, and Korea and
sells products worldwide. Sales of products manufactured and sold by the Company
have historically been subject to cyclical variation due primarily to changes in
general  economic  conditions.  Management  believes  that while there can be no
assurance as to the magnitude or timing of any economic downturn,  the fact that
its products are sold on a global basis serves to mitigate the risks  associated
with regional economic downturns.  In addition, the Company further believes its
extensive  number of  installed  units  throughout  the world will  continue  to
reflect itself in significant  aftermarket  parts sales which will also serve to
dampen the  effect of  regional  cyclical  economic  downturns.  During the nine
months of 1999,  43.5% of the Company's  gross margin  (39.4% in 1998)  resulted
from aftermarket parts sales.

The Company started  implementation of a new Enterprise  Resource Planning (ERP)
system in its North  American  operation  in the  fourth  quarter  of 1998.  The
transition  from that  operation's  legacy  systems was  difficult and adversely
impacted financial results beginning with 1998 fourth quarter continuing through
the third  quarter of 1999.  In November,  1998,  the Company  engaged a team of
consultants  from the firm that developed the software used in the ERP system to
assist in  restarting  the system.  The  restart  occurred  in  February,  1999.
Although  considered  a  success  by the  Company,  the  restart  resulted  in a
continuation of problems but to a greatly reduced extent from those  experienced
prior to the restart.  The number and  significance of problems  associated with
the ERP system has continued to diminish. The team of consultants was disengaged
as of June 18, 1999.  In the nine month period ending  September  30, 1999,  the
Company spent approximately $2.4 million for services and consultants  providing
assistance in start up and problem resolution associated
<PAGE>

with the ERP system. The Company believes that the ERP  implementation  resulted
in manufacturing  inefficiencies and significant  amounts of other non-recurring
costs, and estimates that the aggregate impact thus far is $8.5 million.

The ERP system was  successfully  launched  during the second quarter of 1999 in
the Company's subsidiary in Europe.  Installation in the Company's subsidiary in
Asia has been launched in November 1999.

Results of Operations
- ---------------------

Three  months  ended  September  30,  1999,  compared to the three  months ended
September 30, 1998:

Net Sales
- ---------
Net sales were $129.1  million for the three  months ended  September  30, 1999,
compared to $134.9  million as the same  period one year ago.  Machine and other
sales  decreased 6.0% while parts sales  increased 3.5% from the same period one
year  ago.  The  lower  sales in Europe  and  North  America  were a result of a
softening of order rates over the past few months.

Gross Profit
- ------------
Gross profit  decreased  $7.9 million to $10.9  million in the third  quarter of
1999 as  compared  to $18.8  million in the third  quarter of 1998.  The company
subsidiary in Asia added $2.3 million of gross profit for the three months ended
September 30, 1999. Increased parts sales further increased gross profit by $0.5
million. Offsetting these increases were the unfavorable effect of reduced sales
revenue in North America and Europe, lower margins and reasons discussed above.

Engineering, Selling and Administrative Expense
- -----------------------------------------------
Engineering,  selling and administrative expense increased $4.7 million to $19.0
million for the three months ended  September 30, 1999 from $14.3 million during
the same  period of 1998.  Included in this  increase is $1.8  million for CLARK
Asia which reflected the acquisition  which occurred during the third quarter of
1998  and  the  acquisition  of  Company  dealerships  which  accounted  for  an
additional  $1.1  million.  Also  included  in these  costs is $0.8  million  of
consulting  costs  related  to the ERP  implementation.  As a percent  of sales,
engineering,  selling,  and  administrative  expense was 14.7% and 10.6% for the
same period in 1999 and 1998 respectively.

Income (Loss) from Operations
- -----------------------------
Loss from  operations was $8.1 million for the three months ended  September 30,
1999  compared to income of $4.5  million for the same period in 1998 due to the
reasons discussed above.

Interest and Other Expense
- --------------------------
Net interest  expense of the Company was $6.3 million for the three months ended
September  30,  1999  compared to $4.1  million  during the three  months  ended
September 30, 1998. The increase reflects higher average debt for the period.

Changes in foreign  exchange  rates  resulted in $0.1  million of income for the
three months ended  September  30, 1999 compared to $0.03 million of expense for
the same period one year ago.

<PAGE>

Income Taxes
- ------------
The  provision  for income taxes was $0.1 million  during the three months ended
September  30,  1999  compared to $0.2  million  during the three  months  ended
September 30, 1998.

Net Income (Loss)
- ----------------
The Company  reported a net loss of $14.4 million  during the three months ended
September  30, 1999  compared to net loss of $0.1 million for the same period in
1998.


Results of Operations
- ---------------------
Nine  months  ended  September  30,  1999,  compared  to the nine  months  ended
September 30, 1998:

Net Sales
- ---------
Net sales were $395.4  million for the nine months ended  September  30, 1999, a
decrease  of $8.2  million or 2.0% from  $403.7  million  for the same period in
1998.  Machine and other sales  decreased  4.5%.  While  machine and other sales
increased as a result of including CLARK Asia sales for the entire period ending
September 30, 1999,  this increase was offset by reduced sales of North American
and European  manufactured  products.  Parts sales  increased 7.4% over the same
period last year.

Gross Profit
- ------------
Gross profit  decreased 17.9% or $9.8 million to $44.9 million in the first nine
months of 1999 compared to $54.6  million in the first nine months of 1998.  The
inclusion for the entire nine month period for CLARK Asia contributed  increased
gross  margin  which was offset as a result of  decreased  sales in the U.S. and
Europe as well as for reasons  discussed above. As a percentage of sales,  gross
profits  were 11.3% for the nine months  ended  September  30, 1999  compared to
13.5% for the same period in the prior year.

Engineering, Selling and Administrative Expense
- -----------------------------------------------
Engineering, selling and administrative expense increased $14.0 million to $53.2
million for the nine months ended  September 30, 1999 from $39.2 million  during
the same  period  of 1998.  As a  percent  of sales,  engineering,  selling  and
administrative  expense  was 13.4% and 9.7% for the same period in 1999 and 1998
respectively.  The  acquisition  of CLARK Asia accounted for $7.1 million of the
increase  and  the  acquisition  of the  Company  dealerships  accounted  for an
additional $3.9 million.  Costs  associated with  introduction of the ERP system
and  higher  expenses  at the  other  subsidiaries  accounted  for  most  of the
remaining increase.

Income from Operations
- ----------------------
Income from operations decreased $23.7 million to a loss of $8.3 million for the
nine months ended September 30, 1999 compared to income of $15.4 million for the
same period in 1998 due to the reasons discussed above.

<PAGE>
Interest and Other Expense
- --------------------------
Net interest  expense of the Company was $15.8 million for the nine months ended
September 30, 1999 compared to $11.6%  million for the same period one year ago.
The increase reflects higher average debt for the period.

Changes in foreign  exchange  rates  resulted in $0.5  million of income for the
three months ended  September  30, 1999  compared to expense of $0.5 million for
the nine month period ending September 30, 1998.

Income Taxes
- ------------
The  provision  for income taxes was $0.8  million  during the nine months ended
September  30,  1999  compared  to $0.8  million  during the nine  months  ended
September 30, 1998.

Net Income
- ----------
The Company  reported a net loss of $24.1  million  during the nine months ended
September 30, 1999 compared to net income of $1.4 million for the same period in
1998.

Backlog
- -------
The Company's  backlog of orders at September 30, 1999 was $86.8  million,  down
9.4% from September 30, 1998, when the backlog of orders was $95.8 million.

The total backlog of $86.8 million  reflects a 3.4% decrease from June 30, 1999,
when the backlog of orders was $89.9 million.  The current  backlog does reflect
some  softening  of order  rates for units which has  occurred  in the U.S.  and
Europe  over the  first  nine  months  of this  year.  The  current  backlog  is
considered  at normal  levels and is  sufficient  for  operating  the Company at
current  levels of  production.  Substantially  all of the Company's  backlog of
orders  are  expected  to be filled  within one year,  although  there can be no
assurance  that all such orders  will be filled  within  that time  period.  The
cancellation or delay of certain orders could have a material  adverse effect on
the Company.

Capital Resources, Liquidity and Financial Condition
- ----------------------------------------------------
The Company's  overall  financial  condition was adversely  effected  during the
first nine months as total stockholders'  equity decreased from $21.3 million at
December 31, 1998 to a deficit of $7.7 million at  September  30, 1999.  Working
capital  decreased  from $42.7  million at December 31, 1998 to $21.7 million at
September 30, 1999. The reduction in net worth is due primarily to net losses in
the first nine months of 1999 amounting to $24.1 million.  Net interest  expense
accounted for $15.8 million of the net loss.  The working  capital  decrease was
caused  by an  increase  in notes  payable  and  accounts  payable  offset by an
increase  in  accounts  receivables  which  was used to fund  operating  losses.
Management believes  operations have now stabilized,  and working capital should
improve  as the  Company  is  better  able  to  manage  inventory  and  accounts
receivable now that ERP problems are largely under control. Capital expenditures
totaled $8.1 million for the nine months ended  September 30, 1999. $4.4 million
of these  expenditure  occurred  in CLARK Asia due to  refurbishing  an existing
building  providing a new  manufacturing  facility for that business  unit,  and
implementation of new ERP system.

The Company had $10.4  million cash on hand as of September 30, 1999 as compared
to $9.7  million at December 31, 1998.  At September  30, 1999,  the Company had

<PAGE>

$8.8 million undrawn from its $30.0 million U.S.  revolving credit facility.  In
addition,  CLARK  Europe has a working  capital  credit  line  amounting  to $10
million.  On September 27, 1999 the U.S.  revolving  credit facility was renewed
for one year with an expiration date of November 27, 2000. At September 30, 1999
the  Company  had  borrowing  against  its lines in Germany  and Canada of $11.5
million.  Management plans to restrict the use of cash for capital  expenditures
during the final  three  months of 1999 and  believes  existing  cash levels and
existing  credit  facilities  will be sufficient to meet the Company's  ordinary
operating needs for the next twelve months.

The Company's  operating results are subject to fluctuations in foreign currency
exchange  rates as well as the currency  translation  of its foreign  operations
into U.S. dollars. The Company manufactures  products in the U.S., Canada, Korea
and Germany  and  exports  products  to more than 80  countries  worldwide.  The
Company's foreign sales, are subject to exchange rate volatility.

The Company has exposure to fluctuations in exchange rates primarily  related to
the Canadian dollar, German Mark and Korean won. The Company hedges its exposure
to Korean won to the extent the  exposure  relates to the import to the U.S.  of
finished units purchased from Korea. Historically, the Company has not otherwise
hedged its foreign currency risk.

Year 2000

The  Company  is aware of the issues  associated  with the  programming  code in
existing computer systems as the millennium approaches.  The "year 2000" problem
is pervasive and complex as virtually every computer  operation will be affected
in some way by the  rollover  of the two digit  year  value to 00.  The issue is
whether computer systems will properly recognize date-sensitive information when
the year changes to 2000.  Systems that do not recognize such information  could
generate erroneous data or cause a system to fail.

The Company is utilizing  both internal and external  resources  with respect to
its year 2000 issues. With regard to its information  technology ("IT") systems,
CLARK  is in  the  process  of  installing  new  software  to  provide  improved
operational and financial functionality at each of its worldwide locations. This
new software is year 2000 compliant and "Euro"  compliant.  The installation was
substantially completed in the North American manufacturing operation during the
first quarter of 1999, and in the European  manufacturing  operation  during the
second  quarter of 1999. The Company began  installation  of year 2000 compliant
software at CLARK Asia facilities in the second quarter of 1999 and installation
should be completed in the fourth quarter of 1999. The  installation  of the new
software  by CLARK is a result of a strategic  plan to upgrade its  company-wide
computer  systems which  pre-dated the Company's  efforts to make its IT systems
year 2000  compliant.  Therefore,  the  Company  has not  incurred  and does not
anticipate  incurring any material costs (currently  estimated at less than $0.4
million)  specifically  related to year 2000  issues that are in addition to the
costs associated with its overall computer system upgrade.

CLARK does not believe that it has any material  year 2000 issues with regard to
its non-IT  systems.  The Company's  products  employ chips and  microprocessors
which use interval  timers as opposed to real-time  clocks and therefore  should
not be affected by the year 2000 rollover.  In addition,  CLARK does not utilize
computer  controlled  machines in its  factory  production,  thereby  minimizing
potential year 2000 problem relating to its manufacturing equipment.

The Company has ongoing business relationships with many suppliers, dealers, and
other parties, each of which may have their own year 2000 issues. CLARK has made
substantial  progress in making  contact with these third  parties with which it
has a material  relationship  in order to assess whether the Company faces risks
relating to third party year 2000 problems.  The Company continues to assess its

<PAGE>

exposure  to third  party risk.  Based on these  contacts it appears  that these
third  parties  are taking  appropriate  actions  to  safeguard  their  computer
systems.

Management  can not at this time predict with any certainty  CLARK's most likely
worst case scenario relating to the year 2000 problem.  The Company has been and
continues to perform test-runs at its facilities  following  installation of its
new 2000 compliant software.  No material problems have been identified to date.
If a year 2000 problem is identified during these test-runs, the Company intends
to  immediately  seek  correction of the problem from its software  vendor at no
cost to the Company and will develop other  contingency  plans responsive to the
facts and circumstances that exist at that time.

Euro Conversion

The  Euro  was  introduced  on  January  1,  1999,  at  which  time  the  eleven
participating   European  Monetary  Union  member  countries  established  fixed
conversion rates between their existing  currencies (legacy  currencies) and the
Euro.  During  the   three-and-a-half   year  transition  period  following  its
introduction,  countries will be allowed to transact business in the Euro and in
their  own  currencies.  On July 1,  2002,  the  Euro  will be the one and  only
official  currency in European  Union  countries that are  participating  in the
conversion.

The Company's  European  operations have established plans to address the issues
raised  by the Euro  currency  conversion  and are  cognizant  of the  potential
business  implications of the conversion.  CLARK is in the process of installing
new  software in each of its  worldwide  locations  that will be able to process
Euro currency transactions.  The Company does not expect the conversion costs to
be  material.  However,  due  to  numerous  uncertainties,  the  Company  cannot
reasonably  estimate the effect one common currency will have on pricing and the
resulting impact, if any, on its results of operations,  financial  condition or
cash flow.

Forward Looking Statements

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform  Act  of  1995  (the  "Act")  or by the  SEC  in  its  rules,
regulations  and releases.  The Company  desires to take  advantage of the "safe
harbor" provisions in the Act for  forward-looking  statements made from time to
time, including, but not limited to, the forward-looking  statements relating to
the future  performance of the Company contained in Management's  Discussion and
Analysis,  and Notes to Unaudited Financial Statements and other statements made
in this  Form  10-Q and in other  filings  with the SEC.  These  forward-looking
statements are made based upon management's  expectations and beliefs concerning
future events affecting the Company and therefore  involve a number of risks and
uncertainties.  Management  cautions  that  forward-looking  statements  are not
guarantees and that actual results could differ  materially from those expressed
or implied in the forward-looking statements.


Item 3. Quantitative and Qualitative Disclosures about Market Risks

There have been no material changes in this area during the three months or nine
months ended September 30, 1999.

<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Except for the legal proceedings reported in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 for which there have since been
no  material  developments,   the  Company  believes  there  is  no  outstanding
litigation  which  could have a material  impact on its  financial  position  or
results of operations.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits
            --------
            Exhibit No.       Description
            -----------       -----------
            27                Financial Data Schedule



      (b)   Reports on Form 8-K
            -------------------
            No reports on Form 8-K were filed by the Company  during the quarter
            ended September 30, 1999.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   CLARK MATERIAL HANDLING COMPANY



Date:  November 15, 1999           By:  /s/ Douglas P. Bennett
                                         ----------------------------
                                   Douglas P. Bennett
                                   Vice President Finance and CFO
                                   (Principal Financial and Accounting Officer)


<PAGE>

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