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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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NACCO INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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34-1505819
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5875 LANDERBROOK DRIVE, SUITE 220, CLEVELAND, OHIO
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44124-4069
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(Address of principal executive offices)
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(Zip code)
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(440) 229-5151
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(Registrant's telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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MARCH 31
2015 |
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DECEMBER 31
2014 |
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MARCH 31
2014 |
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(In thousands, except share data)
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||||||||||
ASSETS
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|||||
Cash and cash equivalents
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$
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29,312
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$
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61,135
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$
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70,070
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Accounts receivable, net
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92,007
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123,466
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74,788
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Accounts receivable from affiliates
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2,119
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57,421
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32,247
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Inventories, net
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187,096
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190,382
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193,913
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Deferred income taxes
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17,562
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18,566
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10,721
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Prepaid expenses and other
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26,918
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14,743
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21,498
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Total current assets
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355,014
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465,713
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403,237
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Property, plant and equipment, net
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156,551
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159,644
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245,858
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Goodwill
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6,253
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6,253
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—
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Other Intangibles, net
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59,737
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60,821
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58,920
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Deferred income taxes
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11,660
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15,806
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736
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Other non-current assets
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64,422
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62,283
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71,249
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Total assets
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$
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653,637
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$
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770,520
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$
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780,000
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LIABILITIES AND EQUITY
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Accounts payable
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$
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101,011
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$
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133,668
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$
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103,642
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Revolving credit agreements of subsidiaries - not guaranteed by the parent company
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22,512
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55,000
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47,364
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Current maturities of long-term debt of subsidiaries - not guaranteed by the parent company
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1,476
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1,467
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7,868
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Accrued payroll
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24,135
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23,567
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10,351
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Other current liabilities
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36,083
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40,979
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32,836
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Total current liabilities
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185,217
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254,681
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202,061
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Long-term debt of subsidiaries - not guaranteed by the parent company
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164,935
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191,431
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168,069
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Mine closing reserves
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37,875
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37,399
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29,878
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Pension and other postretirement obligations
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10,498
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10,616
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7,409
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Deferred income taxes
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—
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—
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22,918
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Other long-term liabilities
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52,162
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64,919
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60,122
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Total liabilities
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450,687
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559,046
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490,457
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Stockholders' equity
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Common stock:
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Class A, par value $1 per share, 5,574,814 shares outstanding (December 31, 2014 - 5,662,214 shares outstanding; March 31, 2014 - 6,218,289 shares outstanding)
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5,575
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5,662
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6,218
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Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,572,647 shares outstanding (December 31, 2014 - 1,573,292 shares outstanding; March 31, 2014 - 1,580,870 shares outstanding)
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1,573
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1,573
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1,581
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Capital in excess of par value
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—
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—
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—
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Retained earnings
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216,927
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224,428
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294,183
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Accumulated other comprehensive loss
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(21,125
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(20,189
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(12,439
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)
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Total stockholders' equity
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202,950
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211,474
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289,543
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Total liabilities and equity
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$
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653,637
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$
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770,520
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$
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780,000
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THREE MONTHS ENDED
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||||||
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MARCH 31
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2015
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2014
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(In thousands, except per share data)
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Revenues
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$
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193,734
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$
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177,413
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Cost of sales
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155,545
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141,242
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Gross profit
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38,189
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36,171
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Earnings of unconsolidated mines
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12,553
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12,438
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Operating expenses
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Selling, general and administrative expenses
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46,416
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48,429
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Amortization of intangible assets
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1,085
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765
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47,501
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49,194
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Operating profit (loss)
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3,241
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(585
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)
|
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Other expense (income)
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Interest expense
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2,125
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1,454
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Income from other unconsolidated affiliates
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(1,172
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)
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(388
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)
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Closed mine obligations
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402
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316
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Other, net, including interest income
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479
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122
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1,834
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1,504
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Income (loss) before income tax provision (benefit)
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1,407
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(2,089
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)
|
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Income tax provision (benefit)
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380
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(565
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)
|
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Net income (loss)
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$
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1,027
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|
$
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(1,524
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)
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Basic earnings (loss) per share
|
$
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0.14
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|
$
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(0.19
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)
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Diluted earnings (loss) per share
|
$
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0.14
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|
$
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(0.19
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)
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|
||||
Dividends per share
|
$
|
0.2575
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|
$
|
0.2500
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|
|||
Basic weighted average shares outstanding
|
7,189
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|
|
7,848
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|
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Diluted weighted average shares outstanding
|
7,208
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|
|
7,848
|
|
|
THREE MONTHS ENDED
|
||||||
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MARCH 31
|
||||||
|
2015
|
|
2014
|
||||
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(In thousands)
|
||||||
Net income (loss)
|
$
|
1,027
|
|
|
$
|
(1,524
|
)
|
Foreign currency translation adjustment
|
(823
|
)
|
|
(174
|
)
|
||
Deferred gain on available for sale securities
|
38
|
|
|
63
|
|
||
Current period cash flow hedging activity, net of $320 and $225 tax benefit in the three months ended March 31, 2015 and March 31, 2014, respectively.
|
(595
|
)
|
|
(407
|
)
|
||
Reclassification of hedging activities into earnings, net of $99 and $96 tax benefit in the three months ended March 31, 2015 and March 31, 2014, respectively.
|
185
|
|
|
180
|
|
||
Reclassification of pension and postretirement adjustments into earnings, net of $108 and $83 tax benefit in the three months ended March 31, 2015 and March 31, 2014, respectively.
|
259
|
|
|
158
|
|
||
Total other comprehensive loss
|
$
|
(936
|
)
|
|
$
|
(180
|
)
|
Comprehensive income (loss)
|
$
|
91
|
|
|
$
|
(1,704
|
)
|
|
THREE MONTHS ENDED
|
||||||
|
MARCH 31
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Operating activities
|
|
|
|
|
|||
Net income (loss)
|
$
|
1,027
|
|
|
$
|
(1,524
|
)
|
Adjustments to reconcile from net income (loss) to net cash provided by (used for) operating activities:
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
5,758
|
|
|
5,979
|
|
||
Amortization of deferred financing fees
|
631
|
|
|
184
|
|
||
Deferred income taxes
|
5,150
|
|
|
1,796
|
|
||
Other
|
(8,216
|
)
|
|
(3,559
|
)
|
||
Working capital changes:
|
|
|
|
|
|||
Accounts receivable
|
83,716
|
|
|
46,307
|
|
||
Inventories
|
3,286
|
|
|
(9,469
|
)
|
||
Other current assets
|
(8,641
|
)
|
|
(7,949
|
)
|
||
Accounts payable
|
(24,800
|
)
|
|
(26,899
|
)
|
||
Other current liabilities
|
(20,439
|
)
|
|
(30,882
|
)
|
||
Net cash provided by (used for) for operating activities
|
37,472
|
|
|
(26,016
|
)
|
||
|
|
|
|
|
|||
Investing activities
|
|
|
|
|
|||
Expenditures for property, plant and equipment
|
(2,386
|
)
|
|
(31,845
|
)
|
||
Other
|
864
|
|
|
(57
|
)
|
||
Net cash used for investing activities
|
(1,522
|
)
|
|
(31,902
|
)
|
||
|
|
|
|
|
|||
Financing activities
|
|
|
|
|
|||
Additions to long-term debt
|
2,876
|
|
|
1,553
|
|
||
Reductions of long-term debt
|
(363
|
)
|
|
(354
|
)
|
||
Net additions (reductions) to revolving credit agreements
|
(61,488
|
)
|
|
38,352
|
|
||
Cash dividends paid
|
(1,850
|
)
|
|
(1,964
|
)
|
||
Purchase of treasury shares
|
(6,911
|
)
|
|
(4,986
|
)
|
||
Other
|
(21
|
)
|
|
—
|
|
||
Net cash provided by (used for) financing activities
|
(67,757
|
)
|
|
32,601
|
|
||
|
|
|
|
|
|||
Effect of exchange rate changes on cash
|
(16
|
)
|
|
(3
|
)
|
||
Cash and cash equivalents
|
|
|
|
|
|||
Decrease for the period
|
(31,823
|
)
|
|
(25,320
|
)
|
||
Balance at the beginning of the period
|
61,135
|
|
|
95,390
|
|
||
Balance at the end of the period
|
$
|
29,312
|
|
|
$
|
70,070
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||||||||
|
Class A Common Stock
|
Class B Common Stock
|
Capital in Excess of Par Value
|
Retained Earnings
|
Foreign Currency Translation Adjustment
|
Deferred Gain (Loss) on Available for Sale Securities
|
Deferred Gain (Loss) on Cash Flow Hedging
|
Pension and Postretirement Plan Adjustment
|
|
Total Stockholders' Equity
|
||||||||||||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||||||||||||||
Balance, January 1, 2014
|
$
|
6,290
|
|
$
|
1,581
|
|
$
|
941
|
|
$
|
301,227
|
|
|
$
|
(803
|
)
|
|
$
|
1,021
|
|
|
$
|
676
|
|
|
$
|
(13,153
|
)
|
|
$
|
297,780
|
|
Stock-based compensation
|
19
|
|
—
|
|
398
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|||||||||
Purchase of treasury shares
|
(91
|
)
|
—
|
|
(1,339
|
)
|
(3,556
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,986
|
)
|
|||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(1,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|||||||||
Cash dividends on Class A and Class B common stock: $0.25 per share
|
—
|
|
—
|
|
—
|
|
(1,964
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,964
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(174
|
)
|
|
63
|
|
|
(407
|
)
|
|
—
|
|
|
(518
|
)
|
|||||||||
Reclassification adjustment to net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
158
|
|
|
338
|
|
|||||||||
Balance, March 31, 2014
|
$
|
6,218
|
|
$
|
1,581
|
|
$
|
—
|
|
$
|
294,183
|
|
|
$
|
(977
|
)
|
|
$
|
1,084
|
|
|
$
|
449
|
|
|
$
|
(12,995
|
)
|
|
$
|
289,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2015
|
$
|
5,662
|
|
$
|
1,573
|
|
$
|
—
|
|
$
|
224,428
|
|
|
$
|
(2,699
|
)
|
|
$
|
1,463
|
|
|
$
|
56
|
|
|
$
|
(19,009
|
)
|
|
$
|
211,474
|
|
Stock-based compensation
|
34
|
|
—
|
|
112
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||||||
Purchase of treasury shares
|
(121
|
)
|
—
|
|
(112
|
)
|
(6,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,911
|
)
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
1,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,027
|
|
|||||||||
Cash dividends on Class A and Class B common stock: $0.2575 per share
|
—
|
|
—
|
|
—
|
|
(1,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(823
|
)
|
|
38
|
|
|
(595
|
)
|
|
—
|
|
|
(1,380
|
)
|
|||||||||
Reclassification adjustment to net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185
|
|
|
259
|
|
|
444
|
|
|||||||||
Balance, March 31, 2015
|
$
|
5,575
|
|
$
|
1,573
|
|
$
|
—
|
|
$
|
216,927
|
|
|
$
|
(3,522
|
)
|
|
$
|
1,501
|
|
|
$
|
(354
|
)
|
|
$
|
(18,750
|
)
|
|
$
|
202,950
|
|
|
MARCH 31
2015 |
|
DECEMBER 31
2014 |
|
MARCH 31
2014 |
||||||
Coal - NACoal
|
$
|
26,306
|
|
|
$
|
29,576
|
|
|
$
|
29,521
|
|
Mining supplies - NACoal
|
19,445
|
|
|
19,774
|
|
|
17,920
|
|
|||
Total inventories at weighted average cost
|
45,751
|
|
|
49,350
|
|
|
47,441
|
|
|||
Sourced inventories - HBB
|
104,258
|
|
|
104,746
|
|
|
97,322
|
|
|||
Retail inventories - KC
|
37,087
|
|
|
36,286
|
|
|
49,150
|
|
|||
Total inventories at FIFO
|
141,345
|
|
|
141,032
|
|
|
146,472
|
|
|||
|
$
|
187,096
|
|
|
$
|
190,382
|
|
|
$
|
193,913
|
|
|
|
Amount Reclassified from AOCI
|
|
|||||||
|
|
THREE MONTHS ENDED
|
|
|
||||||
|
|
March 31
|
|
|
||||||
Details about AOCI Components
|
|
2015
|
|
2014
|
|
Location of (gain) loss reclassified from AOCI into income (loss)
|
||||
(Gain) loss on cash flow hedging
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
(85
|
)
|
|
$
|
(88
|
)
|
|
Cost of sales
|
Interest rate contracts
|
|
369
|
|
|
364
|
|
|
Interest expense
|
||
|
|
284
|
|
|
276
|
|
|
Total before income tax benefit
|
||
|
|
(99
|
)
|
|
(96
|
)
|
|
Income tax benefit
|
||
|
|
$
|
185
|
|
|
$
|
180
|
|
|
Net of tax
|
|
|
|
|
|
|
|
||||
Pension and postretirement plan
|
|
|
|
|
|
|
||||
Actuarial loss
|
|
$
|
381
|
|
|
$
|
260
|
|
|
(a)
|
Prior-service credit
|
|
(14
|
)
|
|
(19
|
)
|
|
(a)
|
||
|
|
367
|
|
|
241
|
|
|
Total before income tax benefit
|
||
|
|
(108
|
)
|
|
(83
|
)
|
|
Income tax benefit
|
||
|
|
$
|
259
|
|
|
$
|
158
|
|
|
Net of tax
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
444
|
|
|
$
|
338
|
|
|
Net of tax
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
|
|
Quoted Prices in
|
|
|
|
Significant
|
||||||||
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
||||||||
Description
|
|
Date
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
March 31, 2015
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
7,279
|
|
|
$
|
7,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
634
|
|
|
—
|
|
|
634
|
|
|
—
|
|
||||
|
|
$
|
7,913
|
|
|
$
|
7,279
|
|
|
$
|
634
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
1,242
|
|
|
$
|
—
|
|
|
$
|
1,242
|
|
|
$
|
—
|
|
|
|
$
|
1,242
|
|
|
$
|
—
|
|
|
$
|
1,242
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2014
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
7,220
|
|
|
$
|
7,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
181
|
|
|
—
|
|
|
181
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
292
|
|
|
—
|
|
|
292
|
|
|
—
|
|
||||
|
|
$
|
7,693
|
|
|
$
|
7,220
|
|
|
$
|
473
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
412
|
|
|
—
|
|
|
412
|
|
|
—
|
|
||||
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31, 2014
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
6,638
|
|
|
$
|
6,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
594
|
|
|
—
|
|
|
594
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
125
|
|
|
—
|
|
|
125
|
|
|
—
|
|
||||
|
|
$
|
7,357
|
|
|
$
|
6,638
|
|
|
$
|
719
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
Contingent consideration
|
|
1,589
|
|
|
—
|
|
|
—
|
|
|
1,589
|
|
||||
|
|
$
|
1,635
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
1,589
|
|
|
THREE MONTHS ENDED
|
||||||
|
MARCH 31
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
$
|
148,071
|
|
|
$
|
138,523
|
|
Gross profit
|
$
|
18,878
|
|
|
$
|
19,493
|
|
Income before income taxes
|
$
|
13,119
|
|
|
$
|
13,168
|
|
Net income
|
$
|
10,155
|
|
|
$
|
10,146
|
|
|
2015
|
||
Balance at January 1
|
$
|
5,856
|
|
Warranties issued
|
2,164
|
|
|
Settlements made
|
(2,815
|
)
|
|
Balance at March 31
|
$
|
5,205
|
|
|
THREE MONTHS ENDED
|
||||||
|
MARCH 31
|
||||||
|
2015
|
|
2014
|
||||
U.S. Pension and Postretirement Health Care
|
|
|
|
||||
Service cost
|
$
|
17
|
|
|
$
|
18
|
|
Interest cost
|
717
|
|
|
794
|
|
||
Expected return on plan assets
|
(1,277
|
)
|
|
(1,267
|
)
|
||
Amortization of actuarial loss
|
311
|
|
|
244
|
|
||
Amortization of prior service credit
|
(14
|
)
|
|
(19
|
)
|
||
Total
|
$
|
(246
|
)
|
|
$
|
(230
|
)
|
Non-U.S. Pension
|
|
|
|
||||
Interest cost
|
$
|
39
|
|
|
$
|
49
|
|
Expected return on plan assets
|
(70
|
)
|
|
(74
|
)
|
||
Amortization of actuarial loss
|
11
|
|
|
16
|
|
||
Total
|
$
|
(20
|
)
|
|
$
|
(9
|
)
|
|
THREE MONTHS ENDED
|
||||||
|
MARCH 31
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
NACoal
|
$
|
41,319
|
|
|
$
|
39,872
|
|
HBB
|
123,293
|
|
|
101,325
|
|
||
KC
|
29,967
|
|
|
36,876
|
|
||
Eliminations
|
(845
|
)
|
|
(660
|
)
|
||
Total
|
$
|
193,734
|
|
|
$
|
177,413
|
|
|
|
|
|
||||
Operating profit (loss)
|
|
|
|
|
|
||
NACoal
|
$
|
5,207
|
|
|
$
|
6,653
|
|
HBB
|
2,188
|
|
|
937
|
|
||
KC
|
(3,045
|
)
|
|
(6,514
|
)
|
||
NACCO and Other
|
(1,289
|
)
|
|
(1,352
|
)
|
||
Eliminations
|
180
|
|
|
(309
|
)
|
||
Total
|
$
|
3,241
|
|
|
$
|
(585
|
)
|
|
|
|
|
||||
Net income (loss)
|
|
|
|
||||
NACoal
|
$
|
4,547
|
|
|
$
|
5,705
|
|
HBB
|
618
|
|
|
350
|
|
||
KC
|
(1,893
|
)
|
|
(4,033
|
)
|
||
NACCO and Other
|
(1,239
|
)
|
|
(1,197
|
)
|
||
Eliminations
|
(1,006
|
)
|
|
(2,349
|
)
|
||
Total
|
$
|
1,027
|
|
|
$
|
(1,524
|
)
|
Accounts receivable
|
$
|
6,100
|
|
Inventory
|
5,113
|
|
|
Other current assets
|
624
|
|
|
Property, plant and equipment
|
590
|
|
|
Intangible assets
|
10,100
|
|
|
Total assets acquired
|
22,527
|
|
|
Current liabilities acquired
|
3,367
|
|
|
Net assets acquired
|
19,160
|
|
|
Purchase price
|
25,413
|
|
|
Goodwill
|
$
|
6,253
|
|
|
2015
|
|
2014
|
||
|
(In millions)
|
||||
Coteau
|
3.8
|
|
|
4.0
|
|
Falkirk
|
1.9
|
|
|
2.0
|
|
Sabine
|
1.0
|
|
|
1.1
|
|
Other
|
0.1
|
|
|
—
|
|
Unconsolidated mines
|
6.8
|
|
|
7.1
|
|
MLMC
|
0.9
|
|
|
0.6
|
|
Centennial
|
0.1
|
|
|
0.2
|
|
Consolidated mines
|
1.0
|
|
|
0.8
|
|
Total tons sold
|
7.8
|
|
|
7.9
|
|
|
2015
|
|
2014
|
||||
Revenue - consolidated mines
|
$
|
39,087
|
|
|
$
|
37,496
|
|
Royalty and other
|
2,232
|
|
|
2,376
|
|
||
Total revenues
|
41,319
|
|
|
39,872
|
|
||
Cost of sales - consolidated mines
|
39,666
|
|
|
36,582
|
|
||
Cost of sales - royalty and other
|
500
|
|
|
445
|
|
||
Total cost of sales
|
40,166
|
|
|
37,027
|
|
||
Gross profit
|
1,153
|
|
|
2,845
|
|
||
Earnings of unconsolidated mines (a)
|
12,553
|
|
|
12,438
|
|
||
Selling, general and administrative expenses
|
7,759
|
|
|
7,865
|
|
||
Amortization of intangible assets
|
740
|
|
|
765
|
|
||
Operating profit
|
5,207
|
|
|
6,653
|
|
||
Interest expense
|
1,681
|
|
|
1,071
|
|
||
Other (income) or loss, including (income) loss from other unconsolidated affiliates
|
(1,485
|
)
|
|
(473
|
)
|
||
Income before income tax provision
|
5,011
|
|
|
6,055
|
|
||
Income tax provision
|
464
|
|
|
350
|
|
||
Net income
|
$
|
4,547
|
|
|
$
|
5,705
|
|
|
|
|
|
|
|
||
Effective income tax rate (b)
|
9.3
|
%
|
|
5.8
|
%
|
|
Revenues
|
||
2014
|
$
|
39,872
|
|
Increase (decrease) from:
|
|
||
Consolidated mining operations
|
1,651
|
|
|
Royalty and other income
|
(204
|
)
|
|
2015
|
$
|
41,319
|
|
|
Operating Profit
|
||
2014
|
$
|
6,653
|
|
Increase (decrease) from:
|
|
||
Consolidated mining operations
|
(1,468
|
)
|
|
Royalty and other income
|
(199
|
)
|
|
Earnings of unconsolidated mines
|
116
|
|
|
Selling, general and administrative expenses
|
105
|
|
|
2015
|
$
|
5,207
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
4,547
|
|
|
$
|
5,705
|
|
|
$
|
(1,158
|
)
|
Depreciation, depletion and amortization
|
4,403
|
|
|
4,778
|
|
|
(375
|
)
|
|||
Other
|
(3,548
|
)
|
|
(4,237
|
)
|
|
689
|
|
|||
Working capital changes
|
66,025
|
|
|
11,770
|
|
|
54,255
|
|
|||
Net cash provided by operating activities
|
71,427
|
|
|
18,016
|
|
|
53,411
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(1,065
|
)
|
|
(30,936
|
)
|
|
29,871
|
|
|||
Other
|
808
|
|
|
(189
|
)
|
|
997
|
|
|||
Net cash used for investing activities
|
(257
|
)
|
|
(31,125
|
)
|
|
30,868
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
71,170
|
|
|
$
|
(13,109
|
)
|
|
$
|
84,279
|
|
|
MARCH 31
2015 |
|
DECEMBER 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
21
|
|
|
$
|
203
|
|
|
$
|
(182
|
)
|
Other net tangible assets
|
180,229
|
|
|
246,519
|
|
|
(66,290
|
)
|
|||
Coal supply agreements, net
|
50,039
|
|
|
50,779
|
|
|
(740
|
)
|
|||
Net assets
|
230,289
|
|
|
297,501
|
|
|
(67,212
|
)
|
|||
Total debt
|
(123,111
|
)
|
|
(194,445
|
)
|
|
71,334
|
|
|||
Total equity
|
$
|
107,178
|
|
|
$
|
103,056
|
|
|
$
|
4,122
|
|
Debt to total capitalization
|
53%
|
|
65%
|
|
(12)%
|
|
2015
|
|
2014
|
||||
Revenues
|
$
|
123,293
|
|
|
$
|
101,325
|
|
Operating profit
|
$
|
2,188
|
|
|
$
|
937
|
|
Interest expense
|
$
|
420
|
|
|
$
|
295
|
|
Other expense (income)
|
$
|
832
|
|
|
$
|
220
|
|
Net income
|
$
|
618
|
|
|
$
|
350
|
|
Effective income tax rate
|
34.0
|
%
|
|
17.1
|
%
|
|
Revenues
|
||
2014
|
$
|
101,325
|
|
Increase (decrease) from:
|
|
||
Unit volume and product mix
|
20,547
|
|
|
Weston Brands
|
3,929
|
|
|
Foreign currency
|
(2,040
|
)
|
|
Other
|
(468
|
)
|
|
2015
|
$
|
123,293
|
|
|
Operating Profit
|
||
2014
|
$
|
937
|
|
Increase (decrease) from:
|
|
||
Gross profit
|
4,469
|
|
|
Selling, general and administrative expenses
|
(1,760
|
)
|
|
Weston Brands
|
(791
|
)
|
|
Foreign currency
|
(667
|
)
|
|
2015
|
$
|
2,188
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
618
|
|
|
$
|
350
|
|
|
$
|
268
|
|
Depreciation and amortization
|
878
|
|
|
634
|
|
|
244
|
|
|||
Other
|
313
|
|
|
1,496
|
|
|
(1,183
|
)
|
|||
Working capital changes
|
(11,970
|
)
|
|
(18,556
|
)
|
|
6,586
|
|
|||
Net cash used for operating activities
|
(10,161
|
)
|
|
(16,076
|
)
|
|
5,915
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(1,167
|
)
|
|
(495
|
)
|
|
(672
|
)
|
|||
Net cash used for investing activities
|
(1,167
|
)
|
|
(495
|
)
|
|
(672
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
(11,328
|
)
|
|
$
|
(16,571
|
)
|
|
$
|
5,243
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions (reductions) to revolving credit agreement and other
|
$
|
11,959
|
|
|
$
|
19,189
|
|
|
$
|
(7,230
|
)
|
Net cash provided by financing activities
|
$
|
11,959
|
|
|
$
|
19,189
|
|
|
$
|
(7,230
|
)
|
|
MARCH 31
2015 |
|
MARCH 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
2,057
|
|
|
$
|
2,626
|
|
|
$
|
(569
|
)
|
Other net tangible assets
|
97,068
|
|
|
87,400
|
|
|
9,668
|
|
|||
Goodwill and intangible assets, net
|
15,951
|
|
|
—
|
|
|
15,951
|
|
|||
Net assets
|
115,076
|
|
|
90,026
|
|
|
25,050
|
|
|||
Total debt
|
(65,412
|
)
|
|
(37,636
|
)
|
|
(27,776
|
)
|
|||
Total equity
|
$
|
49,664
|
|
|
$
|
52,390
|
|
|
$
|
(2,726
|
)
|
Debt to total capitalization
|
57
|
%
|
|
42
|
%
|
|
15
|
%
|
|
MARCH 31
2015 |
|
DECEMBER 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
2,057
|
|
|
$
|
1,442
|
|
|
$
|
615
|
|
Other net tangible assets
|
97,068
|
|
|
85,329
|
|
|
11,739
|
|
|||
Goodwill and intangible assets, net
|
15,951
|
|
|
16,295
|
|
|
(344
|
)
|
|||
Net assets
|
115,076
|
|
|
103,066
|
|
|
12,010
|
|
|||
Total debt
|
(65,412
|
)
|
|
(53,453
|
)
|
|
(11,959
|
)
|
|||
Total equity
|
$
|
49,664
|
|
|
$
|
49,613
|
|
|
$
|
51
|
|
Debt to total capitalization
|
57
|
%
|
|
52
|
%
|
|
5
|
%
|
|
2015
|
|
2014
|
||||
Revenues
|
$
|
29,967
|
|
|
$
|
36,876
|
|
Operating loss
|
$
|
(3,045
|
)
|
|
$
|
(6,514
|
)
|
Interest expense
|
$
|
24
|
|
|
$
|
88
|
|
Other expense, net
|
$
|
23
|
|
|
$
|
18
|
|
Net loss
|
$
|
(1,893
|
)
|
|
$
|
(4,033
|
)
|
Effective income tax rate
|
38.8
|
%
|
|
39.1
|
%
|
|
Revenues
|
||
2014
|
$
|
36,876
|
|
Increase (decrease) from:
|
|
||
KC closed stores
|
(4,434
|
)
|
|
Le Gourmet Chef ("LGC") stores
|
(3,579
|
)
|
|
KC comparable stores
|
(256
|
)
|
|
Other
|
(114
|
)
|
|
KC new store sales
|
1,474
|
|
|
2015
|
$
|
29,967
|
|
|
Operating Loss
|
||
2014
|
$
|
(6,514
|
)
|
(Increase) decrease from:
|
|
||
KC comparable stores
|
1,454
|
|
|
LGC stores
|
912
|
|
|
KC closed stores
|
885
|
|
|
Selling, general and administrative expenses
|
218
|
|
|
Other
|
107
|
|
|
KC new stores
|
(107
|
)
|
|
2015
|
$
|
(3,045
|
)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(1,893
|
)
|
|
$
|
(4,033
|
)
|
|
$
|
2,140
|
|
Depreciation and amortization
|
409
|
|
|
491
|
|
|
(82
|
)
|
|||
Other
|
539
|
|
|
(26
|
)
|
|
565
|
|
|||
Working capital changes
|
(4,346
|
)
|
|
(6,804
|
)
|
|
2,458
|
|
|||
Net cash used for operating activities
|
(5,291
|
)
|
|
(10,372
|
)
|
|
5,081
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(150
|
)
|
|
(341
|
)
|
|
191
|
|
|||
Other
|
36
|
|
|
112
|
|
|
(76
|
)
|
|||
Net cash used for investing activities
|
(114
|
)
|
|
(229
|
)
|
|
115
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
(5,405
|
)
|
|
$
|
(10,601
|
)
|
|
$
|
5,196
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions to revolving credit agreement
|
$
|
400
|
|
|
$
|
10,268
|
|
|
$
|
(9,868
|
)
|
Net cash provided by financing activities
|
$
|
400
|
|
|
$
|
10,268
|
|
|
$
|
(9,868
|
)
|
|
MARCH 31
2015 |
|
MARCH 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
529
|
|
|
$
|
449
|
|
|
$
|
80
|
|
Other net tangible assets
|
30,148
|
|
|
44,018
|
|
|
(13,870
|
)
|
|||
Net assets
|
30,677
|
|
|
44,467
|
|
|
(13,790
|
)
|
|||
Total debt
|
(400
|
)
|
|
(11,728
|
)
|
|
11,328
|
|
|||
Total equity
|
$
|
30,277
|
|
|
$
|
32,739
|
|
|
$
|
(2,462
|
)
|
Debt to total capitalization
|
(a)
|
|
|
26
|
%
|
|
(a)
|
|
|
MARCH 31
2015 |
|
DECEMBER 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
529
|
|
|
$
|
5,534
|
|
|
$
|
(5,005
|
)
|
Other net tangible assets
|
30,148
|
|
|
26,636
|
|
|
3,512
|
|
|||
Net assets
|
30,677
|
|
|
32,170
|
|
|
(1,493
|
)
|
|||
Total debt
|
(400
|
)
|
|
—
|
|
|
(400
|
)
|
|||
Total equity
|
$
|
30,277
|
|
|
$
|
32,170
|
|
|
$
|
(1,893
|
)
|
Debt to total capitalization
|
(a)
|
|
|
(a)
|
|
|
(a)
|
|
|
2015
|
|
2014
|
||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
Operating loss
|
$
|
(1,289
|
)
|
|
$
|
(1,352
|
)
|
Other expense
|
$
|
339
|
|
|
$
|
285
|
|
Net loss
|
$
|
(1,239
|
)
|
|
$
|
(1,197
|
)
|
|
2015
|
|
2014
|
||||
NACoal
|
$
|
794
|
|
|
$
|
1,022
|
|
HBB
|
$
|
946
|
|
|
$
|
887
|
|
KC
|
$
|
67
|
|
|
$
|
65
|
|
|
MARCH 31
2015 |
|
DECEMBER 31
2014 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
29,312
|
|
|
$
|
61,135
|
|
|
$
|
(31,823
|
)
|
Other net tangible assets
|
311,732
|
|
|
346,703
|
|
|
(34,971
|
)
|
|||
Goodwill and intangible assets, net
|
65,990
|
|
|
67,074
|
|
|
(1,084
|
)
|
|||
Net assets
|
407,034
|
|
|
474,912
|
|
|
(67,878
|
)
|
|||
Total debt
|
(188,923
|
)
|
|
(247,898
|
)
|
|
58,975
|
|
|||
Bellaire closed mine obligations, net of tax
|
(15,161
|
)
|
|
(15,540
|
)
|
|
379
|
|
|||
Total equity
|
$
|
202,950
|
|
|
$
|
211,474
|
|
|
$
|
(8,524
|
)
|
Debt to total capitalization
|
48%
|
|
54%
|
|
(6)%
|
Issuer Purchases of Equity Securities
|
||||||
Period
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of the Publicly Announced Program
|
(d)
Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Program (1)
|
||
Month #1
(January 1 to 31, 2015)
|
46,718
|
$58.01
|
46,718
|
$
|
21,299,759
|
|
Month #2
(February 1 to 28, 2015)
|
35,486
|
$57.53
|
35,486
|
$
|
19,258,256
|
|
Month #3
(March 1 to 31, 2015)
|
39,559
|
$54.60
|
39,559
|
$
|
17,098,192
|
|
Total
|
121,763
|
$56.76
|
121,763
|
$
|
17,098,192
|
|
(1)
|
On November 12, 2013, the Company's Board of Directors approved a stock repurchase program (the "2013 Stock Repurchase Program") providing for the purchase of up to $60 million of the Company's Class A Common Stock outstanding through December 31, 2015. The timing and amount of any repurchases under the 2013 Stock Repurchase Program are determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives and market conditions for the Company's Class A Common Stock. The 2013 Stock Repurchase Program does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended or terminated by the Company at any time without prior notice and may be executed through open market purchases, privately negotiated transactions or otherwise. All or part of the repurchases under the 2013 Stock Repurchase Program may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so. As of
March 31, 2015
, the Company repurchased
$42.9 million
of Class A Common Stock under the 2013 Stock Repurchase Program.
|
|
|
NACCO Industries, Inc.
(Registrant)
|
|
Date:
|
May 5, 2015
|
/s/ Elizabeth I. Loveman
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
Vice President and Controller
(principal financial and accounting officer) |
|
Exhibit
|
|
|
Number*
|
|
Description of Exhibits
|
|
|
|
10.1**
|
|
Second Amendment to Lignite Sales Agreement dated as of March 16, 2015 between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., and NorthWestern Corporation.
|
10.2**
|
|
Agreement dated as of March 16, 2015 among The North American Coal Corporation, Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc. and NorthWestern Corporation.
|
31(i)(1)
|
|
Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
31(i)(2)
|
|
Certification of Elizabeth I. Loveman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
|
32
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Elizabeth I. Loveman
|
95
|
|
Mine Safety Disclosure Exhibit
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
(i)
|
a Utility may make an assignment to an Affiliate of which the Utility owns or controls greater than 50.1% of the capital stock (or other equivalent equity interest) at the time of the assignment and at all times thereafter until Seller’s Lenders are irrevocably repaid in full, provided that (A)(I) all of the corporate credit ratings of such Affiliate immediately prior to such assignment shall be equal to or better than all of the corporate credit ratings of the assigning Utility immediately prior to such assignment and such Affiliate assumes the obligations of the assigning Utility pursuant to an assumption agreement in form and substance reasonably satisfactory to Seller’s Lenders and (II) if such Affiliate does not have a corporate credit rating, such assignment shall not be permitted pursuant to this clause (A); or (B) the assigning Utility guarantees the obligations of its Affiliate pursuant to a guarantee in form and substance reasonably satisfactory to Seller’s Lenders until such time as such Affiliate has corporate credit ratings equal to or better than the corporate credit ratings of the assigning Utility immediately prior to assignment and, in the case of each of clauses (A) and (B), such Affiliate or assigning Utility, as applicable, shall have delivered an opinion of in-house counsel licensed in the state whose law governs the assumption agreement or guarantee (or, if no in-house counsel is so licensed, external counsel who is so licensed) in form and substance reasonably satisfactory to Seller’s Lenders as to the due authorization, execution, delivery and enforceability of such assumption agreement or guarantee;
|
(ii)
|
a Utility may make an assignment to a third party that acquires all the Utility’s assets in the Plant and assumes all the obligations of the Utility under the Lignite Sales Agreement after the date of such assignment, provided that (A) such assignee is a Permitted Utility and all of its corporate credit ratings immediately prior to such assignment shall be equal to or better than all of the corporate credit ratings of the assigning Utility immediately prior to such assignment and such assumption is made pursuant to an assumption agreement in form and substance reasonably satisfactory to Seller’s Lenders and in respect of which such third party shall have delivered an opinion of in-house counsel licensed in the state whose law governs the assignment (or, if no in-house counsel is so licensed, external counsel who is so licensed) in form and substance reasonably satisfactory to the Seller’s Lenders as to the due authorization, execution, delivery and enforceability of such assumption agreement and (B) during the term of the Lignite Sales Agreement only one assignment by any of the Utilities pursuant to this clause (ii) shall be permitted without the prior written consent of the Seller’s Lenders to an assignee that
|
(iii)
|
a Utility may make an assignment to a third party with the Seller’s Lenders’ prior written consent, which consent shall be at the Seller’s Lenders’ sole discretion, pursuant to an assumption agreement in form and substance satisfactory to the Seller’s Lenders and in respect of which such third party shall have delivered an opinion of counsel in form and substance satisfactory to the Seller’s Lenders as to the due authorization, execution, delivery and enforceability of such assumption agreement.
|
By:
|
/s/ James. F. Melchior
|
|
Name: James F. Melchior
|
|
Title: President
|
|
|
Attest:
|
/s/ John Neumann
|
|
Name: John Neumann, Secretary
|
By:
|
/s/ Timothy J. Rogelstad
|
|
Name: Timothy J. Rogelstad
|
|
Title: President
|
|
|
Attest:
|
/s/ Jennifer O. Smestad
|
|
Name: Jennifer O. Smestad
|
By:
|
/s/ Lucas Spaeth
|
|
Name: Lucas Spaeth
|
|
Title: Vice President
|
|
|
Attest:
|
/s/ Darlene Monsebroten
|
|
Name: Darlene Monsebroten, Secretary
|
By:
|
/s/ Nicole Kivisto
|
|
Name: Nicole Kivisto
|
|
Title: President and Chief Executive Officer
|
|
|
Attest:
|
/s/ Daniel S. Kuntz
|
|
Name: Daniel S. Kuntz
|
By:
|
/s/ Robert C. Rowe
|
|
Name: Robert C. Rowe
|
|
Title: President and CEO
|
|
|
Attest:
|
/s/ Emily Larkin
|
|
Name: Emily Larkin
|
(a)
|
a breach, violation or default by Buyer of or under (i) the LSA, (ii) the acknowledgement letter, dated March 16, 2015, executed by Buyer and Seller and delivered to the Purchasers in connection with the NPA, or (iii) the letter agreement, dated March 16, 2015, executed by Buyer and Seller in connection with the NPA;
|
(b)
|
the exercise by any Utility of its rights under Section 6.2 of the LSA;
|
(c)
|
a termination of the LSA by Buyer pursuant to Section 13.1, Section 16.1 or Section 16.2 of the LSA;
|
(d)
|
a termination of the LSA by Seller pursuant to Section 15.6(a) of the LSA; or
|
(e)
|
the insolvency of any Utility, the filing of a voluntary petition of bankruptcy by any Utility, the appointment of a receiver or trustee for the benefit of creditors of any Utility, or the execution by any Utility of an assignment for the benefit or creditors.
|
(d)
|
obtain payoff letter(s) for affected Seller’s Loans and Leases as of the Estimated Closing Date.
|
(a)
|
NACoal is a corporation duly organized and validly existing under the laws of the State of Delaware;
|
(b)
|
the execution and delivery of this Agreement and NACoal’s obligations hereunder have been duly authorized by NACoal’s Board of Directors;
|
(c)
|
neither the execution and delivery of this Agreement or the performance by NACoal of its obligations hereunder shall, or after the lapse of time or giving of notice shall, conflict with, violate or result in a breach of or constitute a default under any material agreement to which NACoal is a party, or any judgment, order, award or decree to which NACoal is a party or by which it is bound, or require any approval, consent, authorization or other action by any court, governmental authority or regulatory body or any creditor of NACoal;
|
(d)
|
this Agreement constitutes a valid and binding obligation of NACoal and is enforceable against NACoal in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
|
(e)
|
there is no action, proceeding or investigation pending, or, to the best knowledge of NACoal, threatened against it which individually, or in the aggregate, would impair in any material way NACoal’s ability to perform its obligations hereunder.
|
By:
|
/s/ J. Patrick Sullivan, Jr.
|
|
Name: J. Patrick Sullivan, Jr.
|
|
Title: Vice President and CFO
|
|
|
Attest:
|
/s/ John Neumann
|
|
Name: John Neumann, Secretary
|
By:
|
/s/ Timothy J. Rogelstad
|
|
Name: Timothy J. Rogelstad
|
|
Title: President
|
|
|
Attest:
|
/s/ Jennifer O. Smestad
|
|
Name: Jennifer O. Smestad
|
By:
|
/s/ Lucas Spaeth
|
|
Name: Lucas Spaeth
|
|
Title: Vice President
|
|
|
Attest:
|
/s/ Darlene Monsebroten
|
|
Name: Darlene Monsebroten, Secretary
|
By:
|
/s/ Nicole Kivisto
|
|
Name: Nicole Kivisto
|
|
Title: President and Chief Executive Officer
|
|
|
Attest:
|
/s/ Daniel S. Kuntz
|
|
Name: Daniel S. Kuntz
|
By:
|
/s/ Robert C. Rowe
|
|
Name: Robert C. Rowe
|
|
Title: President and CEO
|
|
|
Attest:
|
/s/ Emily Larkin
|
|
Name: Emily Larkin
|
1.
|
I have reviewed this quarterly
report on Form 10-Q of NACCO Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 5, 2015
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
(principal executive officer) |
|
1.
|
I have reviewed this quarterly
report on Form 10-Q of NACCO Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 5, 2015
|
/s/ Elizabeth I. Loveman
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
Vice President and Controller
(principal financial officer) |
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date:
|
May 5, 2015
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
(principal executive officer) |
|
Date:
|
May 5, 2015
|
/s/ Elizabeth I. Loveman
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
Vice President and Controller
(principal financial officer) |
|
Name of Mine or Quarry (1)
|
|
Mine Act Section 104 Significant & Substantial Citations (2)
|
|
Total Dollar Value of Proposed MSHA Assessment
|
|
Number of Legal Actions Initiated before the FMSHRC for the quarter ended at March 31, 2015
|
|
Number of Legal Actions Resolved before the FMSHRC for the quarter ended at March 31, 2015
|
|
Number of Legal Actions Pending before the FMSHRC at
March 31, 2015
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
MLMC (Red Hills Mine)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Coteau (Freedom Mine)
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Falkirk (Falkirk Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sabine (South Hallsville No. 1 Mine)
|
|
1
|
|
|
540
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
Demery (Five Forks Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Caddo Creek (Marshall Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Coyote Creek (Coyote Creek Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Camino Real (Eagle Pass Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Liberty (Liberty Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Centennial:
|
|
|
|
|
|
|
|
|
|
|
||||||
Fishtrap Mine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Burton Bend Mine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Poplar Springs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Florida Limerock Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
White Rock Quarry - North
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
White Rock Quarry - South
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Krome Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Alico Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
FEC Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
SCL Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
1
|
|
|
$
|
640
|
|
|
—
|
|
|
1
|
|
|
—
|
|