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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 September 30, 2016
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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
o
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Accelerated filer
þ
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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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SEPTEMBER 30
2016 |
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DECEMBER 31
2015 |
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SEPTEMBER 30
2015 |
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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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44,266
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$
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52,499
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$
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11,847
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Accounts receivable, net
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97,613
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111,020
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118,097
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Accounts receivable from affiliates
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7,360
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3,085
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2,793
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Inventories, net
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201,309
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165,016
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234,214
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Assets held for sale
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5,005
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17,497
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1,319
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Prepaid expenses and other
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28,696
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12,317
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19,999
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Total current assets
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384,249
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361,434
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388,269
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Property, plant and equipment, net
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124,626
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132,539
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151,767
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Goodwill
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6,253
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6,253
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6,253
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Other Intangibles, net
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53,871
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56,843
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57,650
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Deferred income taxes
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23,812
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42,013
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39,008
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Other non-current assets
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71,299
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56,326
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59,770
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Total assets
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$
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664,110
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$
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655,408
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$
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702,717
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LIABILITIES AND EQUITY
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Accounts payable
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$
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157,253
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$
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100,300
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$
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161,040
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Revolving credit agreements of subsidiaries - not guaranteed by the parent company
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5,250
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8,365
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13,858
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Current maturities of long-term debt of subsidiaries - not guaranteed by the parent company
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1,532
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1,504
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1,495
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Accrued payroll
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24,292
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40,854
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34,336
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Accrued cooperative advertising
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10,619
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10,676
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7,716
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Other current liabilities
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30,560
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30,047
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37,554
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Total current liabilities
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229,506
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191,746
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255,999
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Long-term debt of subsidiaries - not guaranteed by the parent company
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130,524
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160,113
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158,650
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Asset retirement obligations
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41,965
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39,780
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40,453
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Pension and other postretirement obligations
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12,361
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10,046
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9,711
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Other long-term liabilities
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53,446
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52,585
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53,160
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Total liabilities
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467,802
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454,270
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517,973
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Stockholders' equity
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Common stock:
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Class A, par value $1 per share, 5,205,293 shares outstanding (December 31, 2015 - 5,265,446 shares outstanding; September 30, 2015 - 5,276,963 shares outstanding)
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5,205
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5,265
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5,277
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Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,571,215 shares outstanding (December 31, 2015 - 1,571,727 shares outstanding; September 30, 2015 - 1,572,027 shares outstanding)
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1,571
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1,572
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1,572
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Retained earnings
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214,666
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217,745
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200,853
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Accumulated other comprehensive loss
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(25,134
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)
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(23,444
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(22,958
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)
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Total stockholders' equity
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196,308
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201,138
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184,744
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Total liabilities and equity
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$
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664,110
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$
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655,408
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$
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702,717
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THREE MONTHS ENDED
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NINE MONTHS ENDED
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||||||||||||
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SEPTEMBER 30
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SEPTEMBER 30
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(In thousands, except per share data)
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||||||||||||||
Revenues
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$
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220,792
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$
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239,107
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$
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572,220
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$
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629,341
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Cost of sales
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169,084
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196,892
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439,978
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513,556
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||||
Gross profit
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51,708
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42,215
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132,242
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115,785
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Earnings of unconsolidated mines
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15,102
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12,234
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40,785
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36,863
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Operating expenses
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||||||||
Selling, general and administrative expenses
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47,504
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47,551
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141,291
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139,186
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||||
Centennial asset impairment charge
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17,443
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—
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17,443
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—
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||||
Amortization of intangible assets
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1,164
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1,138
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2,972
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|
|
3,173
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|
||||
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66,111
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48,689
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161,706
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142,359
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|
||||
Operating profit
|
699
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5,760
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11,321
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10,289
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|
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Other (income) expense
|
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|||||||
Interest expense
|
1,322
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|
1,597
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|
4,297
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|
|
5,383
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|
||||
Income from other unconsolidated affiliates
|
(307
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)
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|
(264
|
)
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|
(913
|
)
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(1,736
|
)
|
||||
Closed mine obligations
|
223
|
|
|
244
|
|
|
948
|
|
|
1,071
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|
||||
Other, net, including interest income
|
447
|
|
|
908
|
|
|
2,517
|
|
|
1,220
|
|
||||
|
1,685
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|
|
2,485
|
|
|
6,849
|
|
|
5,938
|
|
||||
Income (loss) before income tax provision (benefit)
|
(986
|
)
|
|
3,275
|
|
|
4,472
|
|
|
4,351
|
|
||||
Income tax provision (benefit)
|
(544
|
)
|
|
134
|
|
|
(1,004
|
)
|
|
458
|
|
||||
Net income (loss)
|
$
|
(442
|
)
|
|
$
|
3,141
|
|
|
$
|
5,476
|
|
|
$
|
3,893
|
|
|
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|
|
|
|
|
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|
|||||||
Basic earnings (loss) per share
|
$
|
(0.07
|
)
|
|
$
|
0.45
|
|
|
$
|
0.80
|
|
|
$
|
0.55
|
|
Diluted earnings (loss) per share
|
$
|
(0.07
|
)
|
|
$
|
0.45
|
|
|
$
|
0.80
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share
|
$
|
0.2675
|
|
|
$
|
0.2625
|
|
|
$
|
0.7975
|
|
|
$
|
0.7825
|
|
|
|
|
|
|
|
|
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|
|||||||
Basic weighted average shares outstanding
|
6,786
|
|
|
6,924
|
|
|
6,831
|
|
|
7,051
|
|
||||
Diluted weighted average shares outstanding
|
6,786
|
|
|
6,935
|
|
|
6,858
|
|
|
7,065
|
|
|
THREE MONTHS ENDED
|
|
NINE MONTHS ENDED
|
||||||||||||
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SEPTEMBER 30
|
|
SEPTEMBER 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(442
|
)
|
|
$
|
3,141
|
|
|
$
|
5,476
|
|
|
$
|
3,893
|
|
Foreign currency translation adjustment
|
(517
|
)
|
|
(1,190
|
)
|
|
(1,335
|
)
|
|
(2,352
|
)
|
||||
Deferred gain (loss) on available for sale securities
|
134
|
|
|
(229
|
)
|
|
298
|
|
|
(205
|
)
|
||||
Current period cash flow hedging activity, net of $169 tax expense and $819 tax benefit in the three and nine months ended September 30, 2016, respectively, and $304 and $674 tax benefit in the three and nine months ended September 30, 2015, respectively.
|
340
|
|
|
(558
|
)
|
|
(1,541
|
)
|
|
(1,216
|
)
|
||||
Reclassification of hedging activities into earnings, net of $149 and $254 tax benefit in the three and nine months ended September 30, 2016 and $41 and $178 tax benefit in the three and nine months ended September 30, 2015, respectively.
|
312
|
|
|
89
|
|
|
420
|
|
|
363
|
|
||||
Reclassification of pension and postretirement adjustments into earnings, net of $88 and $271 tax benefit in the three and nine months ended September 30, 2016 and net of $97 and $300 tax benefit in the three and nine months ended September 30, 2015, respectively.
|
166
|
|
|
216
|
|
|
468
|
|
|
641
|
|
||||
Total other comprehensive income (loss)
|
$
|
435
|
|
|
$
|
(1,672
|
)
|
|
$
|
(1,690
|
)
|
|
$
|
(2,769
|
)
|
Comprehensive income (loss)
|
$
|
(7
|
)
|
|
$
|
1,469
|
|
|
$
|
3,786
|
|
|
$
|
1,124
|
|
|
NINE MONTHS ENDED
|
||||||
|
SEPTEMBER 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Operating activities
|
|
|
|
|
|||
Net income
|
$
|
5,476
|
|
|
$
|
3,893
|
|
Adjustments to reconcile from net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
13,923
|
|
|
17,337
|
|
||
Amortization of deferred financing fees
|
448
|
|
|
946
|
|
||
Deferred income taxes
|
18,201
|
|
|
(4,636
|
)
|
||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
||
Other
|
(1,651
|
)
|
|
(533
|
)
|
||
Working capital changes:
|
|
|
|
|
|||
Accounts receivable
|
9,160
|
|
|
59,757
|
|
||
Inventories
|
(39,065
|
)
|
|
(43,832
|
)
|
||
Other current assets
|
930
|
|
|
2,056
|
|
||
Accounts payable
|
55,187
|
|
|
29,056
|
|
||
Income taxes receivable/payable
|
(20,911
|
)
|
|
(8,506
|
)
|
||
Other current liabilities
|
(12,983
|
)
|
|
4,276
|
|
||
Net cash provided by operating activities
|
46,158
|
|
|
59,814
|
|
||
|
|
|
|
|
|||
Investing activities
|
|
|
|
|
|||
Expenditures for property, plant and equipment
|
(11,689
|
)
|
|
(7,484
|
)
|
||
Proceeds from the sale of property, plant, and equipment
|
4,347
|
|
|
1,843
|
|
||
Other
|
(2,587
|
)
|
|
(683
|
)
|
||
Net cash used for investing activities
|
(9,929
|
)
|
|
(6,324
|
)
|
||
|
|
|
|
|
|||
Financing activities
|
|
|
|
|
|||
Additions to long-term debt
|
—
|
|
|
2,547
|
|
||
Reductions of long-term debt
|
(29,560
|
)
|
|
(2,300
|
)
|
||
Net reductions to revolving credit agreements
|
(3,115
|
)
|
|
(74,143
|
)
|
||
Cash dividends paid
|
(5,450
|
)
|
|
(5,502
|
)
|
||
Purchase of treasury shares
|
(6,044
|
)
|
|
(23,248
|
)
|
||
Other
|
(189
|
)
|
|
(78
|
)
|
||
Net cash used for financing activities
|
(44,358
|
)
|
|
(102,724
|
)
|
||
|
|
|
|
|
|||
Effect of exchange rate changes on cash
|
(104
|
)
|
|
(54
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|||
Decrease for the period
|
(8,233
|
)
|
|
(49,288
|
)
|
||
Balance at the beginning of the period
|
52,499
|
|
|
61,135
|
|
||
Balance at the end of the period
|
$
|
44,266
|
|
|
$
|
11,847
|
|
|
|
|
|
|
|
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, 2015
|
$
|
5,662
|
|
$
|
1,573
|
|
$
|
—
|
|
$
|
224,428
|
|
|
$
|
(2,699
|
)
|
|
$
|
1,463
|
|
|
$
|
56
|
|
|
$
|
(19,009
|
)
|
|
$
|
211,474
|
|
Stock-based compensation
|
40
|
|
—
|
|
856
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|||||||||
Purchase of treasury shares
|
(426
|
)
|
—
|
|
(856
|
)
|
(21,966
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,248
|
)
|
|||||||||
Conversion of Class B to Class A shares
|
1
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
3,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,893
|
|
|||||||||
Cash dividends on Class A and Class B common stock: $0.7825 per share
|
—
|
|
—
|
|
—
|
|
(5,502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,502
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(2,352
|
)
|
|
(205
|
)
|
|
(1,216
|
)
|
|
—
|
|
|
(3,773
|
)
|
|||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
641
|
|
|
1,004
|
|
|||||||||
Balance, September 30, 2015
|
$
|
5,277
|
|
$
|
1,572
|
|
$
|
—
|
|
$
|
200,853
|
|
|
$
|
(5,051
|
)
|
|
$
|
1,258
|
|
|
$
|
(797
|
)
|
|
$
|
(18,368
|
)
|
|
$
|
184,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, January 1, 2016
|
$
|
5,265
|
|
$
|
1,572
|
|
$
|
—
|
|
$
|
217,745
|
|
|
$
|
(5,455
|
)
|
|
$
|
1,480
|
|
|
$
|
(112
|
)
|
|
$
|
(19,357
|
)
|
|
$
|
201,138
|
|
Stock-based compensation
|
48
|
|
—
|
|
2,830
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,878
|
|
|||||||||
Purchase of treasury shares
|
(109
|
)
|
—
|
|
(2,830
|
)
|
(3,105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,044
|
)
|
|||||||||
Conversion of Class B to Class A shares
|
1
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
5,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,476
|
|
|||||||||
Cash dividends on Class A and Class B common stock: $0.7975 per share
|
—
|
|
—
|
|
—
|
|
(5,450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,450
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(1,335
|
)
|
|
298
|
|
|
(1,541
|
)
|
|
—
|
|
|
(2,578
|
)
|
|||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
|
468
|
|
|
888
|
|
|||||||||
Balance, September 30, 2016
|
$
|
5,205
|
|
$
|
1,571
|
|
$
|
—
|
|
$
|
214,666
|
|
|
$
|
(6,790
|
)
|
|
$
|
1,778
|
|
|
$
|
(1,233
|
)
|
|
$
|
(18,889
|
)
|
|
$
|
196,308
|
|
|
SEPTEMBER 30
2016 |
|
DECEMBER 31
2015 |
|
SEPTEMBER 30
2015 |
||||||
Coal - NACoal
|
$
|
12,951
|
|
|
$
|
16,652
|
|
|
$
|
20,565
|
|
Mining supplies - NACoal
|
16,824
|
|
|
21,755
|
|
|
21,083
|
|
|||
Total inventories at weighted average cost
|
29,775
|
|
|
38,407
|
|
|
41,648
|
|
|||
Sourced inventories - HBB
|
133,396
|
|
|
97,511
|
|
|
151,663
|
|
|||
Retail inventories - KC
|
38,138
|
|
|
29,098
|
|
|
40,903
|
|
|||
Total inventories at FIFO
|
171,534
|
|
|
126,609
|
|
|
192,566
|
|
|||
|
$
|
201,309
|
|
|
$
|
165,016
|
|
|
$
|
234,214
|
|
|
|
Amount Reclassified from AOCI
|
|
||||||||||||||
|
|
THREE MONTHS ENDED
|
|
NINE MONTHS ENDED
|
|
||||||||||||
|
|
September 30
|
|
September 30
|
|
||||||||||||
Details about AOCI Components
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Location of (gain) loss reclassified from AOCI into income (loss)
|
||||||||
(Gain) loss on cash flow hedging
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
187
|
|
|
$
|
(240
|
)
|
|
$
|
(179
|
)
|
|
$
|
(560
|
)
|
Cost of sales
|
Interest rate contracts
|
|
274
|
|
|
370
|
|
|
853
|
|
|
1,101
|
|
Interest expense
|
||||
|
|
461
|
|
|
130
|
|
|
674
|
|
|
541
|
|
Total before income tax benefit
|
||||
|
|
(149
|
)
|
|
(41
|
)
|
|
(254
|
)
|
|
(178
|
)
|
Income tax benefit
|
||||
|
|
$
|
312
|
|
|
$
|
89
|
|
|
$
|
420
|
|
|
$
|
363
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pension and postretirement plan
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
|
$
|
265
|
|
|
$
|
326
|
|
|
$
|
774
|
|
|
$
|
983
|
|
(a)
|
Prior-service credit
|
|
(11
|
)
|
|
(13
|
)
|
|
(35
|
)
|
|
(42
|
)
|
(a)
|
||||
|
|
254
|
|
|
313
|
|
|
739
|
|
|
941
|
|
Total before income tax benefit
|
||||
|
|
(88
|
)
|
|
(97
|
)
|
|
(271
|
)
|
|
(300
|
)
|
Income tax benefit
|
||||
|
|
$
|
166
|
|
|
$
|
216
|
|
|
$
|
468
|
|
|
$
|
641
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
$
|
478
|
|
|
$
|
305
|
|
|
$
|
888
|
|
|
$
|
1,004
|
|
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)
|
||||||||
|
|
September 30, 2016
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
7,705
|
|
|
$
|
7,705
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
7,720
|
|
|
$
|
7,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
1,814
|
|
|
$
|
—
|
|
|
$
|
1,814
|
|
|
$
|
—
|
|
|
|
$
|
1,814
|
|
|
$
|
—
|
|
|
$
|
1,814
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2015
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
7,247
|
|
|
$
|
7,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
386
|
|
|
—
|
|
|
386
|
|
|
—
|
|
||||
|
|
$
|
7,636
|
|
|
$
|
7,247
|
|
|
$
|
389
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 30, 2015
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
6,905
|
|
|
$
|
6,905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
364
|
|
|
—
|
|
|
364
|
|
|
—
|
|
||||
|
|
$
|
7,269
|
|
|
$
|
6,905
|
|
|
$
|
364
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
1,804
|
|
|
$
|
—
|
|
|
$
|
1,804
|
|
|
$
|
—
|
|
|
|
$
|
1,804
|
|
|
$
|
—
|
|
|
$
|
1,804
|
|
|
$
|
—
|
|
|
THREE MONTHS ENDED
|
|
NINE MONTHS ENDED
|
||||||||||||
|
SEPTEMBER 30
|
|
SEPTEMBER 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
178,009
|
|
|
$
|
154,545
|
|
|
$
|
483,360
|
|
|
$
|
457,719
|
|
Gross profit
|
$
|
21,367
|
|
|
$
|
18,112
|
|
|
$
|
59,788
|
|
|
$
|
55,057
|
|
Income before income taxes
|
$
|
14,755
|
|
|
$
|
12,571
|
|
|
$
|
41,122
|
|
|
$
|
38,221
|
|
Net income
|
$
|
10,898
|
|
|
$
|
9,777
|
|
|
$
|
30,625
|
|
|
$
|
29,495
|
|
|
2016
|
||
Balance at January 1
|
$
|
6,107
|
|
Warranties issued
|
5,785
|
|
|
Settlements made
|
(7,038
|
)
|
|
Balance at September 30
|
$
|
4,854
|
|
|
THREE MONTHS ENDED
|
|
NINE MONTHS ENDED
|
||||||||||||
|
SEPTEMBER 30
|
|
SEPTEMBER 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
U.S. Pension and Postretirement Health Care
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
52
|
|
|
$
|
52
|
|
Interest cost
|
668
|
|
|
675
|
|
|
2,076
|
|
|
2,065
|
|
||||
Expected return on plan assets
|
(1,197
|
)
|
|
(1,205
|
)
|
|
(3,662
|
)
|
|
(3,687
|
)
|
||||
Amortization of actuarial loss
|
261
|
|
|
274
|
|
|
790
|
|
|
859
|
|
||||
Amortization of prior service credit
|
(11
|
)
|
|
(13
|
)
|
|
(35
|
)
|
|
(42
|
)
|
||||
Total
|
$
|
(262
|
)
|
|
$
|
(252
|
)
|
|
$
|
(779
|
)
|
|
$
|
(753
|
)
|
Non-U.S. Pension
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
37
|
|
|
$
|
37
|
|
|
$
|
109
|
|
|
$
|
116
|
|
Expected return on plan assets
|
(64
|
)
|
|
(67
|
)
|
|
(188
|
)
|
|
(208
|
)
|
||||
Amortization of actuarial loss
|
7
|
|
|
11
|
|
|
20
|
|
|
34
|
|
||||
Total
|
$
|
(20
|
)
|
|
$
|
(19
|
)
|
|
$
|
(59
|
)
|
|
$
|
(58
|
)
|
|
THREE MONTHS ENDED
|
|
NINE MONTHS ENDED
|
||||||||||||
|
SEPTEMBER 30
|
|
SEPTEMBER 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
NACoal
|
$
|
32,402
|
|
|
$
|
42,704
|
|
|
$
|
85,778
|
|
|
$
|
121,965
|
|
HBB
|
157,264
|
|
|
163,291
|
|
|
400,058
|
|
|
416,082
|
|
||||
KC
|
32,895
|
|
|
34,708
|
|
|
89,912
|
|
|
94,457
|
|
||||
Eliminations
|
(1,769
|
)
|
|
(1,596
|
)
|
|
(3,528
|
)
|
|
(3,163
|
)
|
||||
Total
|
$
|
220,792
|
|
|
$
|
239,107
|
|
|
$
|
572,220
|
|
|
$
|
629,341
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||
NACoal
(1)
|
$
|
(10,912
|
)
|
|
$
|
(4,010
|
)
|
|
$
|
3,653
|
|
|
$
|
3,579
|
|
HBB
|
14,399
|
|
|
11,643
|
|
|
19,162
|
|
|
16,711
|
|
||||
KC
|
(921
|
)
|
|
(843
|
)
|
|
(6,822
|
)
|
|
(6,860
|
)
|
||||
NACCO and Other
|
(1,867
|
)
|
|
(1,142
|
)
|
|
(4,605
|
)
|
|
(3,267
|
)
|
||||
Eliminations
|
—
|
|
|
112
|
|
|
(67
|
)
|
|
126
|
|
||||
Total
|
$
|
699
|
|
|
$
|
5,760
|
|
|
$
|
11,321
|
|
|
$
|
10,289
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
|
|
|
|
|
|
||||||||
NACoal
(1)
|
$
|
(12,677
|
)
|
|
$
|
(5,345
|
)
|
|
$
|
(1,100
|
)
|
|
$
|
3,401
|
|
HBB
|
9,511
|
|
|
6,378
|
|
|
12,184
|
|
|
8,614
|
|
||||
KC
|
(717
|
)
|
|
(550
|
)
|
|
(4,539
|
)
|
|
(4,290
|
)
|
||||
NACCO and Other
|
(1,526
|
)
|
|
(774
|
)
|
|
(3,711
|
)
|
|
(2,710
|
)
|
||||
Eliminations
|
4,967
|
|
|
3,432
|
|
|
2,642
|
|
|
(1,122
|
)
|
||||
Total
|
$
|
(442
|
)
|
|
$
|
3,141
|
|
|
$
|
5,476
|
|
|
$
|
3,893
|
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||||||
Coteau
|
3.3
|
|
|
3.3
|
|
|
10.3
|
|
|
10.5
|
|
Falkirk
|
2.1
|
|
|
2.1
|
|
|
5.3
|
|
|
6.0
|
|
Sabine
|
1.1
|
|
|
1.1
|
|
|
3.3
|
|
|
3.1
|
|
Camino Real
|
0.4
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
Other
|
0.9
|
|
|
0.1
|
|
|
1.3
|
|
|
0.3
|
|
Unconsolidated mines
|
7.8
|
|
|
6.6
|
|
|
21.5
|
|
|
19.9
|
|
MLMC
|
1.0
|
|
|
1.0
|
|
|
2.3
|
|
|
2.6
|
|
Centennial
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
Consolidated mines
|
1.0
|
|
|
1.1
|
|
|
2.3
|
|
|
3.0
|
|
Total tons sold
|
8.8
|
|
|
7.7
|
|
|
23.8
|
|
|
22.9
|
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue - consolidated mines
|
$
|
30,628
|
|
|
$
|
40,284
|
|
|
$
|
79,780
|
|
|
$
|
115,508
|
|
Royalty and other
|
1,774
|
|
|
2,420
|
|
|
5,998
|
|
|
6,457
|
|
||||
Total revenues
|
32,402
|
|
|
42,704
|
|
|
85,778
|
|
|
121,965
|
|
||||
Cost of sales - consolidated mines
|
29,873
|
|
|
49,018
|
|
|
73,845
|
|
|
128,492
|
|
||||
Cost of sales - royalty and other
|
821
|
|
|
636
|
|
|
1,908
|
|
|
1,575
|
|
||||
Total cost of sales
|
30,694
|
|
|
49,654
|
|
|
75,753
|
|
|
130,067
|
|
||||
Gross profit (loss)
|
1,708
|
|
|
(6,950
|
)
|
|
10,025
|
|
|
(8,102
|
)
|
||||
Earnings of unconsolidated mines (a)
|
15,102
|
|
|
12,234
|
|
|
40,785
|
|
|
36,863
|
|
||||
Selling, general and administrative expenses
|
9,461
|
|
|
8,501
|
|
|
27,778
|
|
|
23,045
|
|
||||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
17,443
|
|
|
—
|
|
||||
Amortization of intangible assets
|
818
|
|
|
793
|
|
|
1,936
|
|
|
2,137
|
|
||||
Operating profit (loss)
|
(10,912
|
)
|
|
(4,010
|
)
|
|
3,653
|
|
|
3,579
|
|
||||
Interest expense
|
1,036
|
|
|
1,080
|
|
|
3,182
|
|
|
3,900
|
|
||||
Other (income) expense, including income from other unconsolidated affiliates
|
(252
|
)
|
|
(181
|
)
|
|
1,522
|
|
|
(1,884
|
)
|
||||
Income (loss) before income tax provision (benefit)
|
(11,696
|
)
|
|
(4,909
|
)
|
|
(1,051
|
)
|
|
1,563
|
|
||||
Income tax provision (benefit)
|
981
|
|
|
436
|
|
|
49
|
|
|
(1,838
|
)
|
||||
Net income (loss)
|
$
|
(12,677
|
)
|
|
$
|
(5,345
|
)
|
|
$
|
(1,100
|
)
|
|
$
|
3,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective income tax rate (b)(c)
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
Revenues
|
||
2015
|
$
|
42,704
|
|
Decrease from:
|
|
||
Centennial mining operations
|
(8,832
|
)
|
|
Royalty and other income
|
(1,305
|
)
|
|
Other consolidated mining operations
|
(165
|
)
|
|
2016
|
$
|
32,402
|
|
|
Operating Loss
|
||
2015
|
$
|
(4,010
|
)
|
Increase (decrease) from:
|
|
||
Centennial asset impairment charge
|
(17,443
|
)
|
|
Other consolidated mining operations
|
(3,199
|
)
|
|
Royalty and other income
|
(1,701
|
)
|
|
Other selling, general and administrative expenses
|
(487
|
)
|
|
Net gain/loss on sale of assets, primarily Centennial
|
(472
|
)
|
|
Centennial asset retirement obligation charge in 2015
|
7,526
|
|
|
Centennial mining operations
|
6,006
|
|
|
Earnings of unconsolidated mines
|
2,868
|
|
|
2016
|
$
|
(10,912
|
)
|
|
Revenues
|
||
2015
|
$
|
121,965
|
|
Decrease from:
|
|
||
Centennial mining operations
|
(29,530
|
)
|
|
Other consolidated mining operations
|
(5,201
|
)
|
|
Royalty and other income
|
(1,456
|
)
|
|
2016
|
$
|
85,778
|
|
|
Operating Profit
|
||
2015
|
$
|
3,579
|
|
Increase (decrease) from:
|
|
||
Centennial mining operations
|
14,794
|
|
|
Centennial asset retirement obligation charge
|
7,526
|
|
|
Earnings of unconsolidated mines
|
3,922
|
|
|
Centennial asset impairment charge
|
(17,443
|
)
|
|
Other selling, general and administrative expenses
|
(2,554
|
)
|
|
Net gain/loss on sale of assets, primarily Centennial
|
(2,179
|
)
|
|
Royalty and other income
|
(2,006
|
)
|
|
Other consolidated mining operations
|
(1,986
|
)
|
|
2016
|
$
|
3,653
|
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(1,100
|
)
|
|
$
|
3,401
|
|
|
$
|
(4,501
|
)
|
Depreciation, depletion and amortization
|
9,594
|
|
|
12,893
|
|
|
(3,299
|
)
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
17,443
|
|
|||
Other
|
19,891
|
|
|
(3,547
|
)
|
|
23,438
|
|
|||
Working capital changes
|
(29,339
|
)
|
|
72,916
|
|
|
(102,255
|
)
|
|||
Net cash provided by operating activities
|
16,489
|
|
|
85,663
|
|
|
(69,174
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(7,280
|
)
|
|
(3,128
|
)
|
|
(4,152
|
)
|
|||
Other
|
1,634
|
|
|
1,049
|
|
|
585
|
|
|||
Net cash used for investing activities
|
(5,646
|
)
|
|
(2,079
|
)
|
|
(3,567
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
10,843
|
|
|
$
|
83,584
|
|
|
$
|
(72,741
|
)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions (reductions) to long-term debt and revolving credit agreements
|
$
|
(1,389
|
)
|
|
$
|
(82,300
|
)
|
|
$
|
80,911
|
|
Cash dividends paid to NACCO
|
(4,300
|
)
|
|
—
|
|
|
(4,300
|
)
|
|||
Other
|
—
|
|
|
(54
|
)
|
|
54
|
|
|||
Net cash used for financing activities
|
$
|
(5,689
|
)
|
|
$
|
(82,354
|
)
|
|
$
|
76,665
|
|
|
SEPTEMBER 30
2016 |
|
DECEMBER 31
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
17,872
|
|
|
$
|
12,718
|
|
|
$
|
5,154
|
|
Other net tangible assets
|
149,105
|
|
|
159,099
|
|
|
(9,994
|
)
|
|||
Coal supply agreements, net
|
46,245
|
|
|
48,181
|
|
|
(1,936
|
)
|
|||
Net assets
|
213,222
|
|
|
219,998
|
|
|
(6,776
|
)
|
|||
Total debt
|
(110,227
|
)
|
|
(111,617
|
)
|
|
1,390
|
|
|||
Total equity
|
$
|
102,995
|
|
|
$
|
108,381
|
|
|
$
|
(5,386
|
)
|
Debt to total capitalization
|
52%
|
|
51%
|
|
1%
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
157,264
|
|
|
$
|
163,291
|
|
|
$
|
400,058
|
|
|
$
|
416,082
|
|
Operating profit
|
$
|
14,399
|
|
|
$
|
11,643
|
|
|
$
|
19,162
|
|
|
$
|
16,711
|
|
Interest expense
|
$
|
232
|
|
|
$
|
476
|
|
|
$
|
981
|
|
|
$
|
1,397
|
|
Other (income) expense
|
$
|
441
|
|
|
$
|
926
|
|
|
$
|
237
|
|
|
$
|
1,576
|
|
Net income
|
$
|
9,511
|
|
|
$
|
6,378
|
|
|
$
|
12,184
|
|
|
$
|
8,614
|
|
Effective income tax rate
|
30.7
|
%
|
|
37.7
|
%
|
|
32.1
|
%
|
|
37.3
|
%
|
|
Revenues
|
||
2015
|
$
|
163,291
|
|
Increase (decrease) from:
|
|
||
Unit volume and product mix
|
(5,359
|
)
|
|
Foreign currency
|
(850
|
)
|
|
Other
|
182
|
|
|
2016
|
$
|
157,264
|
|
|
Operating Profit
|
||
2015
|
$
|
11,643
|
|
Increase from:
|
|
||
Gross profit
|
1,407
|
|
|
Selling, general and administrative expenses
|
1,280
|
|
|
Foreign currency
|
69
|
|
|
2016
|
$
|
14,399
|
|
|
Revenues
|
||
2015
|
$
|
416,082
|
|
Increase (decrease) from:
|
|
||
Unit volume and product mix
|
(10,940
|
)
|
|
Foreign currency
|
(5,236
|
)
|
|
Other
|
152
|
|
|
2016
|
$
|
400,058
|
|
|
Operating Profit
|
||
2015
|
$
|
16,711
|
|
Increase (decrease) from:
|
|
||
Selling, general and administrative expenses
|
2,584
|
|
|
Gross profit
|
804
|
|
|
Foreign currency
|
(937
|
)
|
|
2016
|
$
|
19,162
|
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
12,184
|
|
|
$
|
8,614
|
|
|
$
|
3,570
|
|
Depreciation and amortization
|
3,033
|
|
|
3,088
|
|
|
(55
|
)
|
|||
Other
|
403
|
|
|
(2,964
|
)
|
|
3,367
|
|
|||
Working capital changes
|
28,916
|
|
|
(13,569
|
)
|
|
42,485
|
|
|||
Net cash provided by (used for) operating activities
|
44,536
|
|
|
(4,831
|
)
|
|
49,367
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(3,288
|
)
|
|
(3,155
|
)
|
|
(133
|
)
|
|||
Other
|
15
|
|
|
3
|
|
|
12
|
|
|||
Net cash used for investing activities
|
(3,273
|
)
|
|
(3,152
|
)
|
|
(121
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
41,263
|
|
|
$
|
(7,983
|
)
|
|
$
|
49,246
|
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net (reductions) additions to revolving credit agreement and other
|
$
|
(36,722
|
)
|
|
$
|
7,079
|
|
|
$
|
(43,801
|
)
|
Net cash provided by (used for) financing activities
|
$
|
(36,722
|
)
|
|
$
|
7,079
|
|
|
$
|
(43,801
|
)
|
|
SEPTEMBER 30
2016 |
|
SEPTEMBER 30
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
4,911
|
|
|
$
|
484
|
|
|
$
|
4,427
|
|
Other net tangible assets
|
64,606
|
|
|
100,942
|
|
|
(36,336
|
)
|
|||
Goodwill and intangible assets, net
|
13,879
|
|
|
15,260
|
|
|
(1,381
|
)
|
|||
Net assets
|
83,396
|
|
|
116,686
|
|
|
(33,290
|
)
|
|||
Total debt
|
(21,829
|
)
|
|
(60,532
|
)
|
|
38,703
|
|
|||
Total equity
|
$
|
61,567
|
|
|
$
|
56,154
|
|
|
$
|
5,413
|
|
Debt to total capitalization
|
26
|
%
|
|
52
|
%
|
|
(26
|
)%
|
|
SEPTEMBER 30
2016 |
|
DECEMBER 31
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
4,911
|
|
|
$
|
474
|
|
|
$
|
4,437
|
|
Other net tangible assets
|
64,606
|
|
|
94,353
|
|
|
(29,747
|
)
|
|||
Goodwill and intangible assets, net
|
13,879
|
|
|
14,915
|
|
|
(1,036
|
)
|
|||
Net assets
|
83,396
|
|
|
109,742
|
|
|
(26,346
|
)
|
|||
Total debt
|
(21,829
|
)
|
|
(58,365
|
)
|
|
36,536
|
|
|||
Total equity
|
$
|
61,567
|
|
|
$
|
51,377
|
|
|
$
|
10,190
|
|
Debt to total capitalization
|
26
|
%
|
|
53
|
%
|
|
(27
|
)%
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
32,895
|
|
|
$
|
34,708
|
|
|
$
|
89,912
|
|
|
$
|
94,457
|
|
Operating loss
|
$
|
(921
|
)
|
|
$
|
(843
|
)
|
|
$
|
(6,822
|
)
|
|
$
|
(6,860
|
)
|
Interest expense
|
$
|
54
|
|
|
$
|
40
|
|
|
$
|
134
|
|
|
$
|
85
|
|
Other expense, net
|
$
|
16
|
|
|
$
|
21
|
|
|
$
|
51
|
|
|
$
|
68
|
|
Net loss
|
$
|
(717
|
)
|
|
$
|
(550
|
)
|
|
$
|
(4,539
|
)
|
|
$
|
(4,290
|
)
|
Effective income tax rate
|
27.6
|
%
|
|
39.2
|
%
|
|
35.2
|
%
|
|
38.8
|
%
|
|
Revenues
|
||
2015
|
$
|
34,708
|
|
Increase (decrease) from:
|
|
||
Closed stores
|
(1,999
|
)
|
|
Comparable stores
|
(1,073
|
)
|
|
New stores
|
1,249
|
|
|
Other
|
10
|
|
|
2016
|
$
|
32,895
|
|
|
Operating Loss
|
||
2015
|
$
|
(843
|
)
|
(Increase) decrease from:
|
|
||
New stores
|
(165
|
)
|
|
Closed stores
|
(59
|
)
|
|
Selling, general and administrative expenses and other
|
81
|
|
|
Comparable stores
|
65
|
|
|
2016
|
$
|
(921
|
)
|
|
Revenues
|
||
2015
|
$
|
94,457
|
|
Increase (decrease) from:
|
|
||
Closed stores
|
(5,639
|
)
|
|
Comparable stores
|
(2,942
|
)
|
|
Other
|
(40
|
)
|
|
New stores
|
4,076
|
|
|
2016
|
$
|
89,912
|
|
|
Operating Loss
|
||
2015
|
$
|
(6,860
|
)
|
(Increase) decrease from:
|
|
||
Closed stores
|
545
|
|
|
Selling, general and administrative expenses and other
|
95
|
|
|
New stores
|
(322
|
)
|
|
Comparable stores
|
(280
|
)
|
|
2016
|
$
|
(6,822
|
)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(4,539
|
)
|
|
$
|
(4,290
|
)
|
|
$
|
(249
|
)
|
Depreciation and amortization
|
1,020
|
|
|
1,146
|
|
|
(126
|
)
|
|||
Other
|
953
|
|
|
415
|
|
|
538
|
|
|||
Working capital changes
|
(7,462
|
)
|
|
(2,495
|
)
|
|
(4,967
|
)
|
|||
Net cash used for operating activities
|
(10,028
|
)
|
|
(5,224
|
)
|
|
(4,804
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(1,104
|
)
|
|
(1,173
|
)
|
|
69
|
|
|||
Other
|
51
|
|
|
37
|
|
|
14
|
|
|||
Net cash used for investing activities
|
(1,053
|
)
|
|
(1,136
|
)
|
|
83
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
(11,081
|
)
|
|
$
|
(6,360
|
)
|
|
$
|
(4,721
|
)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions to revolving credit agreement
|
$
|
5,250
|
|
|
$
|
1,325
|
|
|
$
|
3,925
|
|
Cash dividends paid to NACCO
|
(10,000
|
)
|
|
—
|
|
|
(10,000
|
)
|
|||
Other
|
—
|
|
|
(15
|
)
|
|
15
|
|
|||
Net cash provided by (used for) financing activities
|
$
|
(4,750
|
)
|
|
$
|
1,310
|
|
|
$
|
(6,060
|
)
|
|
SEPTEMBER 30
2016 |
|
SEPTEMBER 30
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
483
|
|
|
$
|
484
|
|
|
$
|
(1
|
)
|
Other net tangible assets
|
21,977
|
|
|
28,722
|
|
|
(6,745
|
)
|
|||
Net assets
|
22,460
|
|
|
29,206
|
|
|
(6,746
|
)
|
|||
Total debt
|
(5,250
|
)
|
|
(1,326
|
)
|
|
(3,924
|
)
|
|||
Total equity
|
$
|
17,210
|
|
|
$
|
27,880
|
|
|
$
|
(10,670
|
)
|
Debt to total capitalization
|
23
|
%
|
|
5
|
%
|
|
18
|
%
|
|
SEPTEMBER 30
2016 |
|
DECEMBER 31
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
483
|
|
|
$
|
16,314
|
|
|
$
|
(15,831
|
)
|
Other net tangible assets
|
21,977
|
|
|
15,436
|
|
|
6,541
|
|
|||
Net assets
|
22,460
|
|
|
31,750
|
|
|
(9,290
|
)
|
|||
Total debt
|
(5,250
|
)
|
|
—
|
|
|
(5,250
|
)
|
|||
Total equity
|
$
|
17,210
|
|
|
$
|
31,750
|
|
|
$
|
(14,540
|
)
|
Debt to total capitalization
|
23
|
%
|
|
n/m
|
|
|
n/m
|
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating loss
|
$
|
(1,867
|
)
|
|
$
|
(1,142
|
)
|
|
$
|
(4,605
|
)
|
|
$
|
(3,267
|
)
|
Other expense
|
$
|
158
|
|
|
$
|
123
|
|
|
$
|
742
|
|
|
$
|
796
|
|
Net loss
|
$
|
(1,526
|
)
|
|
$
|
(774
|
)
|
|
$
|
(3,711
|
)
|
|
$
|
(2,710
|
)
|
|
THREE MONTHS
|
|
NINE MONTHS
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
NACoal
|
$
|
1,786
|
|
|
$
|
950
|
|
|
$
|
4,419
|
|
|
$
|
2,457
|
|
HBB
|
$
|
964
|
|
|
$
|
928
|
|
|
$
|
2,894
|
|
|
$
|
2,905
|
|
KC
|
$
|
70
|
|
|
$
|
67
|
|
|
$
|
210
|
|
|
$
|
202
|
|
|
SEPTEMBER 30
2016 |
|
DECEMBER 31
2015 |
|
Change
|
||||||
Cash and cash equivalents
|
$
|
44,266
|
|
|
$
|
52,499
|
|
|
$
|
(8,233
|
)
|
Other net tangible assets
|
252,240
|
|
|
278,786
|
|
|
(26,546
|
)
|
|||
Goodwill and intangible assets, net
|
60,124
|
|
|
63,096
|
|
|
(2,972
|
)
|
|||
Net assets
|
356,630
|
|
|
394,381
|
|
|
(37,751
|
)
|
|||
Total debt
|
(137,306
|
)
|
|
(169,982
|
)
|
|
32,676
|
|
|||
Bellaire closed mine obligations
|
(23,016
|
)
|
|
(23,261
|
)
|
|
245
|
|
|||
Total equity
|
$
|
196,308
|
|
|
$
|
201,138
|
|
|
$
|
(4,830
|
)
|
Debt to total capitalization
|
41%
|
|
46%
|
|
(5)%
|
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
(July 1 to 31, 2016)
|
29,041
|
$57.06
|
29,041
|
$
|
44,516,544
|
|
Month #2
(August 1 to 31, 2016)
|
9,725
|
$57.62
|
9,725
|
$
|
43,956,174
|
|
Month #3
(September 1 to 30, 2016)
|
—
|
—
|
—
|
$
|
43,956,174
|
|
Total
|
38,766
|
$57.20
|
38,766
|
$
|
43,956,174
|
|
(1)
|
On May 10, 2016, the Company's Board of Directors approved a stock repurchase program (the "2016 Stock Repurchase Program") providing for the purchase of up to $50 million of the Company's Class A Common Stock outstanding through December 31, 2017. The timing and amount of any repurchases under the 2016 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 2016 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 2016 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.
|
|
|
NACCO Industries, Inc.
(Registrant)
|
|
Date:
|
November 1, 2016
|
/s/ Elizabeth I. Loveman
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
Vice President and Controller
(principal financial and accounting officer) |
|
Exhibit
|
|
|
Number*
|
|
Description of Exhibits
|
|
|
|
10.1
|
|
Red Hills Refined Coal Facility; Lignite Sales Agreement/Inventory Letter Agreement dated August 30, 2016**
|
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)
|
MLMC is a joint venture between NAC and RHPC, duly organized under the laws of the State of Texas and authorized to do business in Mississippi. NAC is a Delaware corporation, and RHPC is a Mississippi limited liability company. Each of MLMC, NAC and RHPC has full power and authority to carry on its business as presently conducted and to execute and deliver this letter agreement and perform its obligations under this letter agreement. MLMC is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which MLMC is required to qualify to do business as the joint venture that is MLMC.
|
(ii)
|
The execution, delivery and performance by MLMC of this letter agreement have been duly authorized by all necessary action on the part of MLMC, and neither the execution, delivery, nor the performance of this letter agreement by MLMC nor the fulfillment of the terms, provisions and conditions of this letter agreement by MLMC (A) except for consents that have been obtained on or prior to the date hereof, requires any approval of consent of any trustees or holders of any indebtedness or obligations of MLMC, (B) contravenes any law or any governmental rule, regulation, or order binding on MLMC, (C) violates the Joint Venture Agreement of MLMC or requires any additional approval or consent of the joint venturers, NAC and RHPC, or (D) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract, or other agreement to which MLMC is a party or by which MLMC is affected or bound.
|
(iii)
|
This letter agreement has been duly executed and delivered by MLMC and constitutes a legal, valid and binding agreement of MLMC enforceable against MLMC in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
|
(iv)
|
The LSA continues to be a legal, valid and binding obligation of MLMC, enforceable against MLMC in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Other than with respect to MLMC’s obligations, if any, under Section 13.05 of the LSA to modify and amend the Subordinated Deed of Trust, Security Agreement and Financing Statement, dated September 17, 1998 (the “Subordinated Deed of Trust”), with respect to additional parcels acquired by MLMC comprising the Mine since the filing of the Subordinated Deed of Trust (as to which MLMC is making no representation or warranty in this sentence of this paragraph (t)(iv), MLMC is not in default and knows of no event which with the giving of notice or the passage of time would constitute an event of default under the LSA.
|
(i)
|
CGLP is a limited liability limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority to carry on its business as presently conducted and to execute and delivery this letter agreement and perform its obligations under this letter agreement. CGLP is duly qualified to do business and is in good standing in each jurisdiction, including the State of Mississippi, in which CGLP is required to qualify to do business as a foreign limited partnership.
|
(ii)
|
The execution, delivery and performance by CGLP of this letter agreement have been duly authorized by all necessary partnership action on the part of CGLP and neither the execution, delivery or the performance of this letter agreement by CGLP, nor the fulfillment of the terms, provisions and conditions of this letter agreement by CGLP (A) except for any consents that have been obtained on or prior to the date hereof, requires any approval or consent of any trustee or holders of any indebtedness or obligations of CGLP, (B) contravenes any law or any governmental rule, regulation, or order binding on CGLP, (C) violates the limited partnership agreement of CGLP or (D) contravenes the provisions of, or constitutes an event of default (or other event which after lapse of time, notice or both would constitute an event of default) under any indenture, deed of trust, contract, or other agreement to which CGLP is a party or by which CGLP is affected or bound.
|
(iii)
|
This letter agreement has been duly executed and delivered by CGLP and constitutes a legal, valid and binding agreement of CGLP, enforceable against CGLP in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
|
(iv)
|
The LSA continues to be a legal, valid and binding obligation of CGLP, enforceable against CGLP in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). CGLP is not in default and knows of no event which with the giving of notice or the passage of time would constitute an event of default under the LSA.
|
By:
|
Choctaw Generation, Inc., its administrative partner
|
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:
|
November 1, 2016
|
/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:
|
November 1, 2016
|
/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:
|
November 1, 2016
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
(principal executive officer) |
|
Date:
|
November 1, 2016
|
/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 September 30, 2016
|
|
Number of Legal Actions Resolved before the FMSHRC for the quarter ended at September 30, 2016
|
|
Number of Legal Actions Pending before the FMSHRC at
September 30, 2016
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
MLMC (Red Hills Mine)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Coteau (Freedom Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Falkirk (Falkirk Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sabine (South Hallsville No. 1 Mine)
|
|
2
|
|
|
3,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Demery (Five Forks Mine)
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Caddo Creek (Marshall Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Coyote Creek (Coyote Creek Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Camino Real (Eagle Pass Mine)
|
|
—
|
|
|
693
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Liberty (Liberty Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Centennial:
|
|
|
|
|
|
|
|
|
|
|
||||||
Burton Bend Mine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Poplar Springs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Florida Limerock Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
White Rock Quarry - North
|
|
1
|
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
White Rock Quarry - South
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Krome Quarry
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Alico Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
FEC Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
SCL Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
3
|
|
|
$
|
6,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|