CLARK MATERIAL HANDLING CO
10-Q, 1999-08-16
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 June 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 June 30, 1999, there were 1,000 shares of the  registrant's  common stock,
par value $1.00 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 -
              June 30, 1999 and December 31, 1998                              2

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

         Consolidated Statement of Operations -
              Six Months ended June 30, 1999 and 1998                          4

         Consolidated Statement of Cash Flows -
              Six Months ended June 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>
                                                                  June 30,       December 31,
                                                                    1999             1998
                                                                 -----------     -----------
Current assets
<S>                                                              <C>             <C>
   Cash and cash equivalents                                     $     7,524     $     9,661
   Restricted cash                                                       180             197
   Net trade receivables                                              83,363          68,903
   Net inventories (Note 2)                                          105,748         102,399
   Other current assets                                                8,535           9,609
                                                                 -----------     -----------
         Total current assets                                        205,350         190,769

Long-term assets
   Property, plant and equipment-net                                  66,900          69,877
   Goodwill, net of accumulated amortization of  $7,556
     at June 30, 1999 and $6,069 at December 31, 1998                110,506         112,781
   Other assets                                                       23,318          24,631

         Total assets                                            $   406,074     $   398,058
                                                                 ===========     ===========

Current liabilities
   Notes payable                                                 $    50,284    $     28,922
   Current portion of capital lease obligations                        3,035           3,313
   Trade accounts payable                                             78,105          75,378
   Accrued compensation and benefits                                   5,237           5,551
   Accrued warranties and product liability                           15,262          17,384
   Other current liabilities                                          18,041          17,526
                                                                 -----------     -----------
         Total current liabilities                                   169,964         148,074

Non-current liabilities
   Senior notes payable                                              150,000         150,000
   Capital lease obligations, less current portion                     4,021           4,480
   Accrued warranties and product liability                           33,975          35,537
   Other non-current liabilities                                      17,246          17,469
                                                                 -----------     -----------
           Total liabilities                                         375,206         355,560
                                                                 -----------     -----------
Commitments and contingencies                                              -               -

Redeemable preferred stock                                            22,613          21,202
                                                                 -----------     -----------

Stockholder's equity
   Common stock, par value $1 per share,
    1,000 shares authorized, issued and outstanding                        1               1
    Paid-in-capital                                                   23,940          23,948
   Retained earnings (deficit)                                       (10,020)            987
   Accumulated other comprehensive income                             (5,666)         (3,640)
                                                                 -----------     -----------

Total stockholder's equity                                             8,255          21,296
                                                                 -----------     -----------

Total liabilities and stockholder's equity                       $   406,074     $   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
                                                                    June 30,        June 30,
                                                                      1999            1998
                                                                 -----------     -----------

<S>                                                              <C>             <C>
Net sales                                                        $   139,422     $   139,350
Cost of goods sold                                                   120,394         120,609
                                                                 -----------     -----------

   Gross profit                                                       19,028          18,741

Engineering, selling and administrative expenses                      17,094          12,332
                                                                 -----------     -----------

   Income from operations                                              1,934           6,409

Other income (expense):
   Interest income                                                       231              75
   Interest expense                                                   (5,140)         (4,384)
   Foreign exchange gain (loss)                                          332            (541)
   Other  income (expense) net                                          (206)              3
                                                                 -----------     -----------

   Income (loss) before income taxes                                  (2,849)          1,562

Provision for income taxes                                               531             341
                                                                 -----------     -----------

   Net income (loss)                                             $    (3,380)    $     1,221
                                                                 ===========     ===========





            See accompanying notes to unaudited financial statements.

</TABLE>



<PAGE>

                         CLARK Material Handling Company
                      Consolidated Statement of Operations
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                 Six Months      Six Months
                                                                    Ended           Ended
                                                                   June 30,        June 30,
                                                                     1999            1998
                                                                 -----------     -----------
<S>                                                              <C>             <C>
Net sales                                                        $   266,303     $   268,823
Cost of goods sold                                                   232,298         233,186
                                                                 -----------     -----------

   Gross profit                                                       34,005          35,637

Engineering, selling and administrative expenses                      34,195          24,918
                                                                 -----------     -----------

   Income (loss) from operations                                        (190)         10,719

Other income (expense):
   Interest income                                                       421             128
   Interest expense                                                   (9,869)         (7,931)
   Foreign exchange gain (loss)                                          327            (541)
   Other income (expense) net                                            366            (300)
                                                                 -----------     -----------

   Income (loss) before income taxes                                  (8,945)          2,075

Provision for income taxes                                               755             561
                                                                 -----------     -----------

   Net income (loss)                                             $    (9,700)    $     1,514
                                                                 ===========     ===========


            See accompanying notes to unaudited financial statements.

</TABLE>



<PAGE>

                         CLARK Material Handling Company
                      Consolidated Statement of Cash Flows
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                 Six Months      Six Months
                                                                   June 30,        June 30,
                                                                     1999            1998
                                                                 -----------     -----------
Operating activities:
<S>                                                              <C>             <C>
   Net income(loss)                                              $    (9,700)    $     1,514
   Adjustments to reconcile net income (loss) to cash
   (used in) operating activities:
     Depreciation and amortization                                     9,444           6,892
     Gain on sale of fixed assets                                        564              --
     Changes in operating assets and liabilities:
       Restricted cash                                                    (6)            136
       Trade receivables                                             (16,439)           (186)
       Net inventories                                                (5,424)         (5,891)
       Trade accounts payable                                          4,352          (1,380)
       Accrued compensation and benefits                                 (94)            591
       Accrued warranties and product liability                       (3,583)           (952)
       Other assets and liabilities, net                              (4,308)         (2,539)
                                                                 -----------     -----------

         Net cash used in operating activities                       (25,194)         (1,815)
                                                                 -----------     -----------

Investing activities:
   Capital expenditures                                               (6,225)         (5,639)
   Proceeds from sale of fixed assets                                    358              --
                                                                 -----------     -----------

         Net cash used in investing activities                        (5,867)         (5,639)
                                                                 -----------     -----------

Financing activities:
   Issuance (repayment of) notes payable, net                         27,611           7,284
   Issuance of other long term debt                                    1,581             842
                                                                 -----------     -----------

         Net cash provided by financing activities                    29,192           8,126
                                                                 -----------     -----------

Effect of exchange rate changes on cash and cash equivalents            (268)           (133)
                                                                 -----------     -----------

Net increase (decrease) in cash and cash equivalents                  (2,137)            539
Cash and cash equivalents at beginning of period                       9,661           6,334
                                                                 -----------     -----------

Cash and cash equivalents at end of period                       $     7,524     $     6,873
                                                                 ===========     ===========

            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:
                                                      June 30,      December 31,
                                                        1999            1998

        Finished equipment                           $  23,648       $  22,104
        Replacement parts                               30,888          29,967
        Work-in-process                                  9,434           9,482
        Raw materials and supplies                      41,778          40,846
                                                     ---------       ---------

           Net inventories                           $ 105,748       $ 102,399
                                                     =========       =========

3.   The Company had a total comprehensive  income (loss) of ($2,523) and $2,067
     for the  three  months  ended  June 30,  1999 and 1998,  respectively.  The
     Company had a total comprehensive income (loss) of ($11,726) and $1,976 for
     the periods  ended June 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  June  30,  1999 and  1998.
     Reported segments include both internal and external sales.

<TABLE>
<CAPTION>
                            The
Quarter to date           Americas        Europe          Asia       Eliminations      Total
- ---------------         ------------   ------------   ------------   ------------   ------------
 June 30, 1999
<S>                     <C>            <C>            <C>            <C>            <C>
Net sales               $    102,538   $     32,939   $     23,740   $    (19,795)  $    139,422

Income (loss) before
   income taxes         $     (4,347)  $        839   $        923   $       (264)  $     (2,849)

June 30, 1998
   Net sales            $    107,501   $     35,437   $        420   $     (4,008)  $    139,350

Income (loss) before
   income taxes         $      1,260   $        575   $       (274)  $          1   $      1,562

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                            The
Year to date              Americas        Europe          Asia       Eliminations      Total
- ---------------         ------------   ------------   ------------   ------------   ------------
June 30, 1999
<S>                     <C>            <C>            <C>            <C>            <C>
   Net sales            $    187,045   $     63,342   $     43,766   $    (27,850)  $    266,303

Income (loss) before
   income taxes         $    (10,213)  $        865   $      1,635   $     (1,232)  $     (8,945)

June 30, 1998

   Net sales            $    208,342   $     66,993   $        747   $     (7,259)  $    268,823

Income (loss) before
   income taxes         $      1,912   $        571   $       (431)  $         23   $      2,075

</TABLE>

5.      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 first half
of 1999,  41.1% of the  Company's  gross margin  (39.3% 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 second  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,  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 continues to diminish. The team
of consultants was disengaged as of June 18, 1999, and the Company  believes any
adverse financial impact of the ERP system beyond the second quarter will not be
material.  In the six month  period  ending June 30,  1999,  the  Company  spent
approximately $1.6 million for consultants  providing assistance in start up and
problem resolution  associated with the ERP system. In addition,  inefficiencies
in  manufacturing   operations   occurred  and  the  economic  impact  of  these
inefficiencies cannot be accurately determined.

The ERP  system was  successfully  launched  during  the  second  quarter in the
Company's subsidiary in Europe. Installation in the Company's subsidiary in Asia
is anticipated before the end of the current year.


<PAGE>

Results of Operations

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

Net Sales
- ---------
Net sales were $139.4  million for the three months  ended June 30, 1999,  which
was  approximately  the same as the same period one year ago.  Machine and other
sales  decreased 2.0% while parts sales  increased 9.5% from the same period one
year ago.  Machine  and  other  sales  increased  $10.8  million  as a result of
including  the effect of the purchase of the forklift  division of Samsung Heavy
Industries  ("SHI") which occurred on July 15, 1998. This increase was offset by
lower sales in the U.S. which reflects  problems  associated  with the Company's
new ERP system, and Europe, which has experienced  softening of order rates over
the past few months.

Gross Profit
- ------------
Gross profit  increased  $0.3 million to $19.0 million in the second  quarter of
1999 compared to $18.7 million in the second quarter of 1998. The acquisition of
SHI's  forklift  division  added $3.3 million of gross profit.  Increased  parts
sales further increased gross profit by $0.7 million. Offsetting these increases
were the  unfavorable  effect of  reduced  sales  revenue in North  America  and
Europe.

Engineering, Selling and Administrative Expense
- -----------------------------------------------
Engineering,  selling and administrative expense increased $4.8 million to $17.1
million for the three months ended June 30, 1999 from $12.3  million  during the
same period of 1998.  Included in this  increase is $2.5  million for CLARK Asia
which  reflected the SHI  acquisition  which occurred  during the 3rd quarter of
1998. Also included in these costs is $0.6 million of consulting cost related to
our ERP  implementation.  As a  percent  of  sales,  engineering,  selling,  and
administrative  expense  was 12.3% and 8.8% for the same period in 1999 and 1998
respectively.

Income (Loss) from Operations
- -----------------------------
Income from operations was $1.9 million for the three months ended June 30, 1999
compared  to  income  of $6.4  million  for the same  period  in 1998 due to the
reasons discussed above.

Interest and Other Expense
- --------------------------
Net interest  expense of the Company was $4.9 million for the three months ended
June 30, 1999  compared to $4.3  million  during the three months ended June 30,
1998. The increase reflects higher average debt for the period.

Changes in foreign  exchange  rates resulted in $.3 million income for the three
months  ended June 30, 1999  compared to expense of ($0.5)  million for the same
period one year ago.

Income Taxes
- ------------
The  provision  for income taxes was $0.5 million  during the three months ended
June 30, 1999  compared to $0.3  million  during the three months ended June 30,
1998.



<PAGE>

Net Income (Loss)
- ----------------
The Company  reported a net loss of ($3.4) million during the three months ended
June 30,  1999  compared  to net income of $1.2  million  for the same period in
1998.


Results of Operations
- ---------------------
Six months ended June 30, 1999, compared to the six months ended June 30, 1998:

Net Sales
- ---------
Net sales were $266.3 million for the six months ended June 30, 1999, a decrease
of $2.5 million or 1.0% from $268.8 million for the same period in 1998. Machine
and other sales  decreased  3.4%.  While machine and other sales  increased as a
result of including CLARK Asia sales for the business  acquired from SHI for the
entire period ending June 30, 1999, this increase was offset by reduced sales of
North American manufactured products.  Parts sales increased 10.4% over the same
period last year.


Gross Profit
- ------------
Gross profit  decreased  4.5% or $1.6 million to $34.0  million in the first six
months of 1999  compared to $35.6  million in the first six months of 1998.  The
inclusion  for the  entire  six  month  period  of  business  acquired  from SHI
contributed  increased  gross  margin  which was offset as a result of decreased
sales in the U.S. and Europe. As a percentage of sales, gross profits were 12.8%
for the six months ended June 30, 1999  compared to 13.3% for the same period in
the prior year.

Engineering, Selling and Administrative Expense
- -----------------------------------------------
Engineering,  selling and administrative expense increased $9.3 million to $34.2
million  for the six months  ended June 30, 1999 from $24.9  million  during the
same  period  of  1998.  As  a  percent  of  sales,  engineering,   selling  and
administrative  expense  was 12.8% and 9.3% for the same period in 1999 and 1998
respectively.  The  acquisition  of SHI's forklift  business  accounted for $5.3
million of the increase and the  acquisition of three Company owned  dealerships
accounted for an additional $2.8 million.  Costs associated with introduction of
the ERP system accounted for most of the remaining increase.

Income from Operations
- ----------------------
Income from  operations  decreased  $10.9 million to ($0.2)  million for the six
months ended June 30, 1999 compared to $10.7 million for the same period in 1998
due to the reasons discussed above.

Interest and Other Expense
- --------------------------
Net  interest  expense of the Company was $9.4  million for the six months ended
June 30,  1999  compared to $7.8  million for the same period one year ago.  The
increase reflects higher average debt for the period.

Changes in foreign  exchange  rates resulted in $.3 million income for the three
months  ended June 30,  1999  compared  to expense of ($.5)  million for the six
month period ending June 30, 1998.



<PAGE>

Income Taxes
- ------------
The provision for income taxes was $0.8 million during the six months ended June
30, 1999 compared to $0.6 million during the six months ended June 30, 1998.



Net Income
- ----------
The Company  reported a net loss of ($9.7)  million  during the six months ended
June 30,  1999  compared  to net income of $1.5  million  for the same period in
1998.


Backlog

The Company's  backlog of orders at June 30, 1999 was $89.9 million,  down 16.8%
from June 30, 1998, when the backlog of orders was $108.0  million.  The backlog
includes $5.2 million for CLARK Asia which primarily reflects backlog associated
with SHI's forklift division which was acquired in July, 1998.

The total backlog of $89.9 million reflects a 2.7% decrease from March 31, 1999,
when the backlog of orders was $92.4 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 six 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 Conditions

The Company's  overall  financial  condition was adversely  effected  during the
first six months as total  stockholders'  equity decreased from $21.3 million at
December 31, 1998 to $8.3 million at June 30, 1999.  Working  capital  decreased
from $42.7 million at December 31, 1998 to $35.4  million at June 30, 1999.  The
reduction in net worth is due primarily to net losses in the first six months of
1999 amounting to $9.7 million.  Net interest expense accounted for $9.4 million
of the net loss. The working capital decrease was caused by an increase in notes
payable which was used to fund operating losses as well as increases to accounts
receivable and inventory which occurred as a result of problems encountered with
the new ERP system.  The Company believes the problems  discussed above are, for
the most part, resolved. Management believes operations have now stabilized, the
Company  should be able to operate at near break even levels during the last six
months of 1999, 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  $6.2 million for the six months
ended June 30, 1999.  $2.8 million of these  expenditure  occurred in CLARK Asia
due to refurbishing an existing building and thereby provide a new manufacturing
facility for that business unit.

The  Company  had $7.5  million  cash on hand as of June 30, 1999 as compared to
$9.7  million at  December  31,  1998.  At June 30,  1999,  the Company had $9.7
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.  To  accommodate  additional  short-term  financing  needs and  provide
further liquidity,  the Company,  in March 1999, secured a temporary increase of
its U.S.  Revolving  Credit  Facility from $30 million to $35 million until June
30, 1999.  In June,  the Company  elected not to renew the $5 million  temporary
increase. At June 30, 1999 the Company had a combined borrowing  availability of

<PAGE>

$0.7  million  against  its lines in Germany  and  Canada for a total  borrowing
availability of $10.4 million.  Management plans to restrict the use of cash for
capital  expenditures  during the final six 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, the majority of which occur in Germany,  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 early 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 is in
the  process of 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
exposure to third party risk.  There can be no assurance at this time that these
third  parties  are taking  appropriate  actions  to  safeguard  their  computer
systems.



<PAGE>

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  intends to
perform  test-runs  at its  facilities  following  installation  of its new 2000
compliant software. 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.


Item 3.  Quantitative and Qualitative Disclosures about Market Risks

There have been no material  changes in this area during the quarter ending June
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 June 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:  8/16/1999                    By:   /s/ Douglas P. Bennett
       ---------                          --------------------------------------
                                    Douglas P. Bennett
                                    Vice President, Finance and CFO
                                    (Principal Financial and Accounting Officer)


<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


                                  EXHIBIT INDEX



Exhibit No.                                               Description

27                                                   Financial Data Schedule


<ARTICLE>  5

<S>                             <C>
<PERIOD-TYPE>                                        6-MOS
<FISCAL-YEAR-END>                                    DEC-31-1999
<PERIOD-START>                                       JAN-01-1999
<PERIOD-END>                                         JUN-30-1999
<CASH>                                               7,524
<SECURITIES>                                         0
<RECEIVABLES>                                        88,867
<ALLOWANCES>                                         (5,504)
<INVENTORY>                                          105,748
<CURRENT-ASSETS>                                     205,350
<PP&E>                                               88,901
<DEPRECIATION>                                       (22,001)
<TOTAL-ASSETS>                                       406,074
<CURRENT-LIABILITIES>                                169,964
<BONDS>                                              157,056
                                0
                                          0
<COMMON>                                             1
<OTHER-SE>                                           24,999
<TOTAL-LIABILITY-AND-EQUITY>                         406,074
<SALES>                                              266,303
<TOTAL-REVENUES>                                     266,303
<CGS>                                                232,828
<TOTAL-COSTS>                                        232,828
<OTHER-EXPENSES>                                     34,195
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   9,869
<INCOME-PRETAX>                                      (8,945)
<INCOME-TAX>                                         755
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         (9,700)
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0


</TABLE>


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