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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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Delaware
(State or other jurisdiction of incorporation or organization)
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34-1505819
(I.R.S. Employer Identification No.)
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5875 Landerbrook Drive, Suite 220, Cleveland, Ohio
(Address of principal executive offices)
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44124-4069
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, Par Value $1.00 Per Share
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New York Stock Exchange
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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PAGE
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2016
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2015
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2014
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Unconsolidated Mines
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Coteau
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14.1
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14.3
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14.4
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Falkirk
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7.2
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8.0
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8.0
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Sabine
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4.2
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3.6
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4.4
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Camino Real
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1.8
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0.6
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—
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Coyote Creek
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1.6
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—
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—
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Other
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0.6
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0.6
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1.0
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Consolidated Mines
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Mississippi Lignite Mining Company
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2.8
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3.0
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2.9
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Centennial Natural Resources
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—
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0.4
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0.9
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Total tons severed
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32.3
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30.5
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31.6
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Price per ton delivered
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$
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22.14
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$
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23.63
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$
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23.75
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2016
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2015
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Proven and Probable Reserves (a)(b)
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Committed
Under
Contract
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Uncommitted
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Total
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Tons
Delivered
(Millions)
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Owned
Reserves
(%)
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Leased
Reserves
(%)
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Total
Committed
and
Uncommitted
(Millions of
Tons)
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Tons
Delivered
(Millions)
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Contract
Expires
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Mine/Reserve
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Type of Mine
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(Millions of Tons)
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|||||||||||||||||||
Unconsolidated Mines
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Freedom Mine (c)-
The Coteau Properties Company |
Surface Lignite
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459.5
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—
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459.5
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14.1
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3
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%
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97
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%
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480.7
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14.4
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2022
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(d)
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Falkirk Mine (c)-
The Falkirk Mining Company |
Surface Lignite
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381.0
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—
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381.0
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7.2
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1
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%
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99
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%
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390.4
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8.0
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2045
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South Hallsville No. 1 Mine (c)-
The Sabine Mining Company |
Surface Lignite
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(e)
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(e)
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(e)
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4.2
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(e)
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(e)
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(e)
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3.7
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2035
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Five Forks Mine (c)-
Demery Resources Company, LLC |
Surface Lignite
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(e)
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(e)
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(e)
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0.2
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(e)
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(e)
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(e)
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0.2
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2030
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Marshall Mine (c)-
Caddo Creek Resources Company, LLC |
Surface Lignite
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(e)
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(e)
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(e)
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0.2
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(e)
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(e)
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(e)
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0.2
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2044
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Eagle Pass Mine (c)-
Camino Real Fuels, LLC |
Surface
Sub-bituminous
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(e)
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(e)
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(e)
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1.8
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(e)
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(e)
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(e)
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0.5
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2018
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Liberty Mine (c)-
Liberty Fuels Company, LLC |
Surface Lignite
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(e)
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(e)
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(e)
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0.3
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(e)
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(e)
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(e)
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(f)
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2055
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(g)
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Coyote Creek Mine (c)-
Coyote Creek Mining Company, LLC |
Surface Lignite
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77.3
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—
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77.3
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1.5
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0
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%
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100
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%
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79.0
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(h)
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2040
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Navajo Mine (c)- Bisti Fuels Company
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Surface
Sub-bituminous |
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(e)
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(e)
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(e)
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(i)
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(e)
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(e)
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(e)
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(i)
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2031
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Consolidated Mines
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||||||||
Red Hills Mine-
Mississippi Lignite Mining Company |
Surface Lignite
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113.5
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115.9
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229.4
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3.0
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33
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%
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67
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%
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232.6
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3.2
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2032
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Centennial Natural Resources
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Surface Bituminous
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—
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57.7
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57.7
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—
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30
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%
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70
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%
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60.3
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0.4
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(j)
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Total Developed
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1,031.3
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173.6
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1,204.9
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32.5
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1,243.0
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30.6
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Undeveloped Mines
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.
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||||||||
North Dakota
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—
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243.7
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243.7
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—
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100
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%
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283.2
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—
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Texas
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—
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222.5
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222.5
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—
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100
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%
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225.6
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—
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Eastern (k)
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—
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28.7
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28.7
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—
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100
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%
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28.7
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—
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Mississippi
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|
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—
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187.8
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187.8
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—
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100
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%
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187.8
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—
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Total Undeveloped
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—
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682.7
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682.7
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—
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725.3
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—
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||
Total Developed/Undeveloped
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1,031.3
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856.3
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1,887.6
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1,968.3
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|
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Average Coal Quality (As received)
|
|||||||||||||
Mine/Reserve
|
|
Type of Mine
|
|
Coal Formation or
Coal Seam(s)
|
|
Average Seam
Thickness (feet)
|
|
Average
Depth (feet)
|
|
BTUs/lb
|
|
Sulfur
(%)
|
|
Ash
(%)
|
|
Moisture (%)
|
|||||||
Unconsolidated Mines
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|
|
|
|
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|
|||||||
Freedom Mine (c)-
The Coteau Properties Company |
|
Surface Lignite
|
|
Beulah-Zap Seam
|
|
18
|
|
|
130
|
|
|
6,700
|
|
|
0.90
|
%
|
|
9
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%
|
|
36
|
%
|
|
Falkirk Mine (c)-
The Falkirk Mining Company |
|
Surface Lignite
|
|
Hagel A&B, Tavis
Creek Seams
|
|
8
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|
|
90
|
|
|
6,200
|
|
|
0.62
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%
|
|
11
|
%
|
|
38
|
%
|
|
South Hallsville No. 1 Mine (c)-
The Sabine Mining Company |
|
Surface Lignite
|
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Five Forks Mine (c)-
Demery Resources Company, LLC |
|
Surface Lignite
|
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Marshall Mine (c)-
Caddo Creek Resources Company, LLC |
|
Surface Lignite
|
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Eagle Pass Mine (c)-
Camino Real Fuels, LLC |
|
Surface
Sub-bituminous
|
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Liberty Mine (c)-
Liberty Fuels Company, LLC |
|
Surface Lignite
|
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Coyote Creek Mine (c)-
Coyote Creek Mining Company, LLC |
|
Surface Lignite
|
|
Beulah-Zap Seam
|
|
10
|
|
|
95
|
|
|
6,900
|
|
|
0.98
|
%
|
|
8
|
%
|
|
36
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%
|
|
Navajo Mine (c)- Bisti Fuels Company
|
|
Surface
Sub-bituminous |
|
(e)
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
(e)
|
|
|
Consolidated Mines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Red Hills Mine-
Mississippi Lignite Mining Company |
|
Surface Lignite
|
|
C, D, E, F, G, H Seams
|
|
3.6
|
|
|
150
|
|
|
5,200
|
|
|
0.60
|
%
|
|
14
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%
|
|
43
|
%
|
|
Centennial Natural Resources
|
|
Surface Bituminous
|
|
Black Creek, C1, C2, C3, New Castle, Mary Lee, Jefferson, American, Nickel Plate, Pratt Seams
|
|
1.75
|
|
|
178
|
|
|
13,226
|
|
|
2.00
|
%
|
|
10
|
%
|
|
4
|
%
|
|
Undeveloped Mines
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
North Dakota
|
|
—
|
|
|
Fort Union Formation
|
|
13
|
|
|
130
|
|
|
6,500
|
|
|
0.8
|
%
|
|
8
|
%
|
|
38
|
%
|
Texas
|
|
—
|
|
|
Wilcox Formation
|
|
5
|
|
|
120
|
|
|
6,800
|
|
|
1.0
|
%
|
|
16
|
%
|
|
30
|
%
|
Eastern
|
|
—
|
|
|
Freeport & Kittanning Seams
|
|
4
|
|
|
400
|
|
|
12,070
|
|
|
3.3
|
%
|
|
12
|
%
|
|
3
|
%
|
Mississippi
|
|
—
|
|
|
Wilcox Formation
|
|
5
|
|
|
130
|
|
|
5,200
|
|
|
0.6
|
%
|
|
13
|
%
|
|
44
|
%
|
(a)
|
Committed and uncommitted tons represent in-place estimates. The projected extraction loss is approximately 10% of the proven and probable reserves, except with respect to the Eastern Undeveloped Mines, in which case the projected extraction loss is approximately 30% of the proven and probable reserves.
|
(b)
|
NACoal’s reserve estimates are generally based on the entire drill hole database for each reserve, which was used to develop a geologic computer model using a 200 foot grid and inverse distance to the second power as an interpolator for all of NACoal's reserves, except for the reserves of Centennial where a 50 foot grid was used. As such, all reserves are considered proven (measured) within NACoal’s reserve estimate. None of NACoal’s coal reserves have been reviewed by independent experts.
|
(c)
|
The contracts for these mines require the customer to cover the cost of the ongoing replacement and upkeep of the plant and equipment of the mine.
|
(d)
|
Although the term of the existing coal sales agreement terminates in 2022, the term may be extended for three additional periods of five years, or until 2037, at the option of Coteau.
|
(e)
|
The reserves are owned and controlled by the customer and, therefore, have not been listed in the table.
|
(f)
|
The contract for development of this mine was executed during 2010, and no deliveries occurred during 2015.
|
(g)
|
The term of this contract is 40 years, commencing on the date of commercial deliveries, which is anticipated to occur during 2017.
|
(h)
|
The contract for development of this mine was executed during 2012, and no sales occurred during
2015
.
|
(i)
|
The contract for operation of this mine was executed during 2015, and no sales occurred during 2016 or 2015.
|
(j)
|
The majority of the coal produced was sold to a single customer under contract through the third quarter of 2015.
|
(k)
|
The proven and probable reserves included in the table do not include coal that is leased to others. NACoal had 100.0 million tons and 105.2 million tons in
2016
and
2015
, respectively, of Eastern Undeveloped Mines with leased coal committed under contract.
|
Quarry Name
|
Location
|
Quarry Owner
|
Year NACoal Started Dragline Operations
|
White Rock Quarry — North
|
Miami
|
WRQ
|
1995
|
Krome Quarry
|
Miami
|
Cemex
|
2003
|
Alico Quarry
|
Ft. Myers
|
Cemex
|
2004
|
FEC Quarry
|
Miami
|
Cemex
|
2005
|
White Rock Quarry — South
|
Miami
|
WRQ
|
2005
|
SCL Quarry
|
Miami
|
Cemex
|
2006
|
Central State Aggregates Quarry
|
Zephyrhills
|
McDonald Group
|
2016
|
Mid Coast Aggregates Quarry
|
Sumter County
|
McDonald Group
|
2016
|
West Florida Aggregates Quarry
|
Hernando County
|
McDonald Group
|
2016
|
St. Catherine Quarry
|
Sumter County
|
Cemex
|
2016
|
Center Hill Quarry
|
Sumter County
|
Cemex
|
2016
|
Inglis Quarry
|
Crystal River
|
Cemex
|
2016
|
Mine
|
|
Total Historical Cost of Mine
Property, Plant and Equipment
(excluding Coal Land, Real Estate
and Construction in Progress), Net of
Applicable Accumulated
Amortization, Depreciation and Impairment
|
||
|
|
(
in millions)
|
||
Unconsolidated Mining Operations
|
|
|
||
Freedom Mine — The Coteau Properties Company
|
|
$
|
199.2
|
|
Falkirk Mine — The Falkirk Mining Company
|
|
$
|
87.5
|
|
South Hallsville No. 1 Mine — The Sabine Mining Company
|
|
$
|
162.5
|
|
Five Forks Mine — Demery Resources Company, LLC
|
|
$
|
—
|
|
Marshall Mine — Caddo Creek Resources Company, LLC
|
|
$
|
—
|
|
Eagle Pass Mine — Camino Real Fuels, LLC
|
|
$
|
—
|
|
Liberty Mine — Liberty Fuels Company, LLC
|
|
$
|
17.0
|
|
Coyote Creek Mine — Coyote Creek Mining Company, LLC
|
|
$
|
177.2
|
|
Navajo Mine — Bisti Fuels Company, LLC
|
|
$
|
—
|
|
North American Mining Operations
|
|
$
|
—
|
|
Consolidated Mining Operations
|
|
|
||
Red Hills Mine — Mississippi Lignite Mining Company
|
|
$
|
60.6
|
|
Centennial (a)
|
|
$
|
0.1
|
|
North American Mining Operations
|
|
$
|
3.0
|
|
•
|
the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”);
|
•
|
the Clean Air Act, including amendments to that act in 1990 (“CAA”);
|
•
|
the Clean Water Act of 1972 (the “Clean Water Act”);
|
•
|
the Resource Conservation and Recovery Act; and
|
•
|
the Comprehensive Environmental Response, Compensation and Liability Act.
|
|
|
Owned/
|
|
|
Facility Location
|
|
Leased
|
|
Function(s)
|
Glen Allen, Virginia
|
|
Leased
|
|
Corporate headquarters
|
Geel, Belgium
|
|
(1)
|
|
Distribution center
|
Shenzhen, People's Republic of China
|
|
(1)
|
|
Distribution center
|
Mexico City, Mexico
|
|
Leased
|
|
Mexico sales and administrative headquarters
|
Olive Branch, Mississippi
|
|
Leased
|
|
Distribution center
|
Picton, Ontario, Canada
|
|
Leased
|
|
Distribution center
|
Southern Pines, North Carolina
|
|
Owned
|
|
Service center for customer returns; catalog distribution center; parts distribution center
|
Shenzhen, People's Republic of China
|
|
Leased
|
|
Administrative office
|
Markham, Ontario, Canada
|
|
Leased
|
|
Canada sales and administration headquarters
|
City of Sao Paulo, Sao Paulo, Brazil
|
|
Leased
|
|
Brazil sales and administrative headquarters
|
Jundiai, Sao Paulo, Brazil
|
|
(1)
|
|
Distribution center
|
Shanghai, People's Republic of China
|
|
Leased
|
|
Sales office
|
Shanghai, People's Republic of China
|
|
(1)
|
|
Distribution center
|
Independence, Ohio
|
|
Leased
|
|
Weston Brands sales office
|
Tultitlan, Mexico
|
|
(1)
|
|
Distribution center
|
(1)
|
This facility is not owned or leased by HBB. This facility is managed by a third-party distribution provider.
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
|
|
|
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
75
|
|
|
Chairman, President and Chief Executive Officer of NACCO (from prior to 2012), Chairman of HBB (from prior to 2012), Chairman of KC (from prior to 2012), Chairman of NACoal (from prior to 2012)
|
|
Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc. (from September 2012). Chairman of Hyster-Yale Group ("Hyster-Yale"), formerly NACCO Materials Handling Group, Inc. ("NMHG")(from prior to 2012).
|
|
|
|
|
|
|
|
|
J.C. Butler, Jr.
|
|
56
|
|
|
Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO (from September 2012), President and Chief Executive Officer of NACoal (from July 2015), Assistant Secretary of HBB and KC (from November 2012)
|
|
From July 2014 to July 2015, Senior Vice President - Project Development, Administration and Mississippi Operations of NACoal. From prior to 2012 to June 2014, Senior Vice President - Project Development and Administration of NACoal. From prior to 2012 to September 2012, Vice President - Corporate Development and Treasurer of NACCO. From prior to 2012 to September 2012, Treasurer of NMHG.
|
|
|
|
|
|
|
|
|
Elizabeth I. Loveman
|
|
47
|
|
|
Vice President and Controller (from March 2014) and Principal Financial Officer (from June 2014)
|
|
From December 2012 to March 2014, Director of Financial Reporting of NACCO. From prior to 2012 to November 2012, Manager of Financial Reporting of OM Group, Inc.
|
|
|
|
|
|
|
|
|
John D. Neumann
|
|
41
|
|
|
Vice President, General Counsel and Secretary of NACCO (from September 2012), Vice President, General Counsel and Secretary of NACoal (from prior to 2012), Assistant Secretary of HBB and KC (from November 2012)
|
|
|
|
|
|
|
|
|
|
|
Miles B. Haberer
|
|
50
|
|
|
Associate General Counsel of NACCO (from October 2012), Associate General Counsel, Assistant Secretary of NACoal (from October 2012) and President, North American Coal Royalty Company (an NACoal subsidiary) (from September 2015)
|
|
From October 2013 to September 2015, Director-Land of NACoal. From October 2012 to September 2015, Assistant Secretary of NACCO. From prior to 2012 to October 2012, Partner, Hunton & Williams (law firm).
|
|
|
|
|
|
|
|
|
Mary D. Maloney
|
|
55
|
|
|
Associate General Counsel, Assistant Secretary and Senior Director - Benefits & Human Resources of NACCO (from January 1, 2014), Associate General Counsel and Assistant Secretary of NACoal (from July 1, 2016)
|
|
From January 1, 2014 through June 30, 2016, Senior Director - Benefits and Compensation of NACoal.
From September 2012 to December 2013, Associate General Counsel and Assistant Secretary of Hyster-Yale and NMHG. From May 2012 to September 2012, Assistant General Counsel and Assistant Secretary of Hyster-Yale. From prior to 2012 to September 2012, Assistant General Counsel and Assistant Secretary of NACCO. From prior to 2012 to September 2012, Assistant Secretary of NMHG.
|
|
|
|
|
|
|
|
|
Jesse L. Adkins
|
|
34
|
|
|
Associate Counsel (from September 2012) and Assistant Secretary of NACCO (from November 2013), Associate Counsel (from August 2012) and Assistant Secretary (from May 2013) of NACoal
|
|
From prior to 2012 to August 2012, Law Clerk, NACoal.
|
|
|
|
|
|
|
|
|
Thomas A. Maxwell
|
|
39
|
|
|
Director of Financial Planning and Analysis and Assistant Treasurer (from September 2015)
|
|
From January 2014 to September 2015, Senior Manager, Finance and Assistant Treasurer. From prior to 2012 to January 2014, Manager of Financial Planning and Analysis.
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
|
|
|
|
|
|
|
|
Eric A. Dale
|
|
42
|
|
|
Treasurer and Senior Director, Financial Planning and Analysis, of NACoal (from January 2017)
|
|
From prior to 2012 to November 2016, Vice President of Financial Planning and Analysis at Westmoreland Coal Company.
|
|
|
|
|
|
|
|
|
Carroll L. Dewing
|
|
60
|
|
|
Vice President - Operations of NACoal (from January 2017)
|
|
From prior to 2012 to December 2016, President, The Coteau Properties Company (an NACoal subsidiary).
From July 2014 to December 2016, Vice President - North Dakota, Texas and Florida Operations, Human Resources and External Affairs of NACoal. From October 2013 to July 2014, Director - Northern Operations of NACoal.
|
|
|
|
|
|
|
|
|
John R. Pokorny
|
|
61
|
|
|
Controller of NACoal (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
J. Patrick Sullivan, Jr.
|
|
58
|
|
|
Vice President and Chief Financial Officer of NACoal (from May 2013)
|
|
From prior to 2012 to May 2013, Controller, Luminant Generation, Mining, Construction and Development of Energy-Future Holdings Corporation.
|
|
|
|
|
|
|
|
|
Harry B. Tipton, III
|
|
59
|
|
|
Vice President - Engineering of NACoal (from July 2016)
|
|
From July 2015 to June 2016, Vice President - Engineering, and Alabama, Louisiana and Mississippi Operations of NACoal. From July 2014 to June 2015, Vice President - Engineering, and Alabama and Louisiana Operations of NACoal. From October 2013 to June 2014, Vice President - Engineering, and Alabama, Louisiana and Mississippi Operations of NACoal. From prior to 2012 to October 2013, Vice President - Engineering, and Louisiana and Mississippi Operations of NACoal.
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
|
|
|
|
|
|
|
|
Gregory H. Trepp
|
|
55
|
|
|
President and Chief Executive Officer of HBB (from prior to 2012), Chief Executive Officer of KC (from prior to 2012)
|
|
From November 2013 to December 2014, Interim President of KC.
|
|
|
|
|
|
|
|
|
Keith B. Burns
|
|
60
|
|
|
Vice President, Engineering and Information Technology of HBB (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
D. Scott Butler
|
|
65
|
|
|
Corporate Controller (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
Erin M. Israel
|
|
40
|
|
|
Vice President, Marketing and Business Development(from February 2017)
|
|
From January 2017 to February 2017, Vice President, Business Development. From October 2012 to December 2016, Senior Director, Business Development.
|
|
|
|
|
|
|
|
|
Richard E. Moss
|
|
53
|
|
|
Senior Director, Finance &Treasurer of HBB (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
Gregory E. Salyers
|
|
56
|
|
|
Senior Vice President, Global Operations of HBB (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
Dana B. Sykes
|
|
55
|
|
|
Vice President, General Counsel and Secretary of HBB (from September 2015)
|
|
From July 2014 to September 2015, Associate General Counsel, Assistant Secretary and Senior Director, Human Resources of HBB. From February 2012 to July 2014, Assistant General Counsel and Director, Human Resources of HBB. From prior to 2012 to February 2012, Assistant General Counsel of HBB.
|
|
|
|
|
|
|
|
|
James H. Taylor
|
|
59
|
|
|
Vice President and Chief Financial Officer of HBB (from prior to 2012)
|
|
|
|
|
|
|
|
|
|
|
R. Scott Tidey
|
|
52
|
|
|
Senior Vice President, North America Sales and Marketing of HBB (from prior to 2012)
|
|
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
Robert O. Strenski
|
|
60
|
|
President of KC (from January 2015)
|
|
From February 2014 to December 2014, Vice President, General Merchandise Manager of KC. From June 2013 to January 2014, General Merchandise Manager of KC. From prior to 2012 to January 2013, Vice President, Divisional Merchandise Manager, Consumables, Biglots Stores, Inc.
|
L.J. Kennedy
|
|
46
|
|
Director of Finance, Treasurer and Secretary of KC (from September 2016)
|
|
From prior to 2012 to September 2016, Treasurer and Secretary of KC.
|
Issuer Purchases of Equity Securities
(1)
|
|||||||||||||
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
(October 1 to 31, 2016)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
43,956,174
|
|
Month #2
(November 1 to 30, 2016)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
43,956,174
|
|
Month #3
(December 1 to 31, 2016)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
43,956,174
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
43,956,174
|
|
(1)
|
On May 10, 2016, the Company's Board of Directors approved 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. See
Note 13
to the Consolidated Financial Statements in this Form 10-K for further discussion of the Company's stock repurchase programs.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2016
(1)
|
|
2015
|
|
2014
(1)
|
|
2013
|
|
2012
(2)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Operating Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
856,438
|
|
|
$
|
915,860
|
|
|
$
|
896,782
|
|
|
$
|
932,666
|
|
|
$
|
873,364
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit (loss)
|
$
|
41,715
|
|
|
$
|
31,827
|
|
|
$
|
(66,309
|
)
|
|
$
|
61,336
|
|
|
$
|
67,642
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
$
|
44,450
|
|
|
$
|
42,163
|
|
Discontinued operations, net of tax
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,535
|
|
|||||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
$
|
44,450
|
|
|
$
|
108,698
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.48
|
|
|
$
|
5.04
|
|
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.93
|
|
|||||
Basic earnings (loss) per share
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.48
|
|
|
$
|
12.97
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.47
|
|
|
$
|
5.02
|
|
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.90
|
|
|||||
Diluted earnings (loss) per share
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
$
|
5.47
|
|
|
$
|
12.92
|
|
(1)
|
During 2014, NACoal recorded a non-cash, asset impairment charge of
$105.1 million
for Centennial's long-lived asset group. Centennial ceased active mining operations at the end of 2015. During the third quarter of 2016, NACoal recorded an additional non-cash impairment charge of $17.4 million related to Centennial's assets. See
Note 10
to the Consolidated Financial Statements for further discussion of the Company's asset impairments.
|
(2)
|
During 2012, NACCO spun-off Hyster-Yale
Materials Handling, Inc. ("Hyster-Yale")
, a former subsidiary. The results of operations of Hyster-Yale are reflected as discontinued operations in the table above.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands, except per share data, share amounts and employee data)
|
||||||||||||||||||
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
668,021
|
|
|
$
|
655,408
|
|
|
$
|
770,520
|
|
|
$
|
809,956
|
|
|
$
|
776,306
|
|
Long-term debt
|
$
|
120,295
|
|
|
$
|
160,113
|
|
|
$
|
191,431
|
|
|
$
|
152,431
|
|
|
$
|
135,448
|
|
Stockholders' equity
|
$
|
220,293
|
|
|
$
|
201,138
|
|
|
$
|
211,474
|
|
|
$
|
297,780
|
|
|
$
|
281,331
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Provided by operating activities
(1)
|
$
|
93,935
|
|
|
$
|
108,002
|
|
|
$
|
19,799
|
|
|
$
|
53,065
|
|
|
$
|
143,014
|
|
Used for investing activities
(1)
|
$
|
(9,817
|
)
|
|
$
|
(8,291
|
)
|
|
$
|
(74,934
|
)
|
|
$
|
(60,734
|
)
|
|
$
|
(74,237
|
)
|
Provided by (used for) financing activities
(1)
|
$
|
(55,710
|
)
|
|
$
|
(108,301
|
)
|
|
$
|
20,979
|
|
|
$
|
(36,776
|
)
|
|
$
|
(123,433
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends
(2)
|
$
|
1.0650
|
|
|
$
|
1.0450
|
|
|
$
|
1.0225
|
|
|
$
|
1.0000
|
|
|
$
|
5.3775
|
|
Market value at December 31
|
$
|
90.55
|
|
|
$
|
42.20
|
|
|
$
|
59.36
|
|
|
$
|
62.19
|
|
|
$
|
60.69
|
|
Stockholders' equity at December 31
|
$
|
32.50
|
|
|
$
|
29.42
|
|
|
$
|
29.23
|
|
|
$
|
37.83
|
|
|
$
|
33.68
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Actual shares outstanding at December 31
|
6.779
|
|
|
6.837
|
|
|
7.236
|
|
|
7.872
|
|
|
8.353
|
|
|||||
Basic weighted average shares outstanding
|
6.818
|
|
|
7.001
|
|
|
7.590
|
|
|
8.105
|
|
|
8.384
|
|
|||||
Diluted weighted average shares outstanding
|
6.854
|
|
|
7.022
|
|
|
7.590
|
|
|
8.124
|
|
|
8.414
|
|
|||||
Total employees at December 31
(3)
|
3,600
|
|
|
3,600
|
|
|
4,000
|
|
|
4,100
|
|
|
4,300
|
|
(1)
|
During 2012, the Company spun-off Hyster-Yale, a former subsidiary. Includes both continuing operations and discontinued operations for 2012.
|
(2)
|
2012 cash dividends include a one-time special cash dividend of $3.50 per share. The 25 cent dividend paid in the fourth quarter of 2012 was the first regular quarterly dividend following the spin-off of Hyster-Yale.
|
(3)
|
Includes employees of Weston Brands beginning in 2014, Centennial from 2012 to 2014 and the unconsolidated mines for all years presented. Excludes employees of Hyster-Yale for all years presented.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
|
Operating profit (loss)
|
|
Net income (loss)
|
||||||
2014 Consolidated results
(1)
|
$
|
896,782
|
|
|
$
|
(66,309
|
)
|
|
$
|
(38,118
|
)
|
Increase (decrease) in 2015
|
|
|
|
|
|
||||||
NACoal
|
(24,704
|
)
|
|
89,551
|
|
|
56,596
|
|
|||
HBB
|
61,294
|
|
|
(971
|
)
|
|
(3,395
|
)
|
|||
KC (net of eliminations)
|
(17,512
|
)
|
|
8,348
|
|
|
4,903
|
|
|||
NACCO and Other
|
—
|
|
|
1,208
|
|
|
1,998
|
|
|||
2015 Consolidated results
|
$
|
915,860
|
|
|
$
|
31,827
|
|
|
$
|
21,984
|
|
Increase (decrease) in 2016
|
|
|
|
|
|
||||||
NACoal
(1)
|
(36,917
|
)
|
|
5,098
|
|
|
2,625
|
|
|||
HBB
|
(15,807
|
)
|
|
8,232
|
|
|
6,808
|
|
|||
KC (net of eliminations)
|
(6,698
|
)
|
|
(412
|
)
|
|
(340
|
)
|
|||
NACCO and Other
|
—
|
|
|
(3,030
|
)
|
|
(1,470
|
)
|
|||
2016 Consolidated results
|
$
|
856,438
|
|
|
$
|
41,715
|
|
|
$
|
29,607
|
|
|
2016
(1)
|
|
2015
|
|
2014
(1)
|
||||||
Consolidated results:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
Diluted earnings (loss) per share:
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
(1)
|
During 2014, NACoal recorded a non-cash, asset impairment charge of
$105.1 million
for Centennial's long-lived asset group. Centennial ceased active mining operations at the end of 2015. During the third quarter of 2016, NACoal recorded an additional non-cash impairment charge of $17.4 million related to Centennial's assets. See
Note 10
to the Consolidated Financial Statements for further discussion of the Company's asset impairments.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) before income tax provision (benefit)
|
$
|
34,470
|
|
|
$
|
24,799
|
|
|
$
|
(76,573
|
)
|
Statutory taxes (benefit) at 35.0%
|
$
|
12,064
|
|
|
$
|
8,679
|
|
|
$
|
(26,801
|
)
|
Discrete items:
|
|
|
|
|
|
||||||
Valuation allowances
|
2,611
|
|
|
3,557
|
|
|
5,742
|
|
|||
NACoal reserves (settlements)
|
(3,012
|
)
|
|
551
|
|
|
(1,360
|
)
|
|||
HBB reserves (settlements)
|
(385
|
)
|
|
414
|
|
|
(1,533
|
)
|
|||
Provision to return adjustments
|
(588
|
)
|
|
(535
|
)
|
|
(867
|
)
|
|||
Other, net
|
(54
|
)
|
|
42
|
|
|
(414
|
)
|
|||
|
(1,428
|
)
|
|
4,029
|
|
|
1,568
|
|
|||
Permanent items:
|
|
|
|
|
|
||||||
Percentage depletion
|
(6,374
|
)
|
|
(8,199
|
)
|
|
(7,091
|
)
|
|||
State income taxes
|
(737
|
)
|
|
(1,334
|
)
|
|
(6,361
|
)
|
|||
Federal credits
|
566
|
|
|
(1,196
|
)
|
|
(529
|
)
|
|||
Non-deductible expenses
|
1,107
|
|
|
787
|
|
|
632
|
|
|||
Domestic production deduction
|
(709
|
)
|
|
—
|
|
|
(522
|
)
|
|||
Foreign tax rate differential
|
(48
|
)
|
|
754
|
|
|
225
|
|
|||
Other, net
|
422
|
|
|
(705
|
)
|
|
424
|
|
|||
|
(5,773
|
)
|
|
(9,893
|
)
|
|
(13,222
|
)
|
|||
Income tax provision (benefit)
|
$
|
4,863
|
|
|
$
|
2,815
|
|
|
$
|
(38,455
|
)
|
Effective income tax rate
|
14.1
|
%
|
|
11.4
|
%
|
|
50.2
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
|||
Coteau
|
14.1
|
|
|
14.4
|
|
|
14.3
|
|
Falkirk
|
7.2
|
|
|
8.0
|
|
|
7.8
|
|
Sabine
|
4.2
|
|
|
3.7
|
|
|
4.5
|
|
Camino Real
|
1.8
|
|
|
0.5
|
|
|
—
|
|
Coyote Creek
|
1.5
|
|
|
—
|
|
|
—
|
|
Other
|
0.7
|
|
|
0.4
|
|
|
0.1
|
|
Unconsolidated mines
|
29.5
|
|
|
27.0
|
|
|
26.7
|
|
MLMC
|
3.0
|
|
|
3.2
|
|
|
2.6
|
|
Centennial
|
—
|
|
|
0.4
|
|
|
0.9
|
|
Consolidated mines
|
3.0
|
|
|
3.6
|
|
|
3.5
|
|
Total tons sold
|
32.5
|
|
|
30.6
|
|
|
30.2
|
|
|
2016
|
|
2015
|
|
2014
|
|||
|
(in billions of tons)
|
|||||||
Unconsolidated mines
|
0.9
|
|
|
1.0
|
|
|
1.0
|
|
Consolidated mines
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
Total coal reserves
|
1.9
|
|
|
2.0
|
|
|
2.0
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue - consolidated mines
|
$
|
104,953
|
|
|
$
|
140,317
|
|
|
$
|
161,964
|
|
Royalty and other
|
6,128
|
|
|
7,681
|
|
|
10,738
|
|
|||
Revenues
|
111,081
|
|
|
147,998
|
|
|
172,702
|
|
|||
Cost of sales - consolidated mines
|
96,374
|
|
|
156,092
|
|
|
174,135
|
|
|||
Cost of sales - royalty and other
|
2,366
|
|
|
2,722
|
|
|
1,706
|
|
|||
Total cost of sales
|
98,740
|
|
|
158,814
|
|
|
175,841
|
|
|||
Gross profit (loss)
|
12,341
|
|
|
(10,816
|
)
|
|
(3,139
|
)
|
|||
Earnings of unconsolidated mines
(a)
|
55,238
|
|
|
48,432
|
|
|
48,396
|
|
|||
Selling, general and administrative expenses
|
41,844
|
|
|
36,261
|
|
|
32,905
|
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
105,119
|
|
|||
Amortization of intangibles
|
2,503
|
|
|
2,606
|
|
|
3,242
|
|
|||
(Gain) loss on sale of assets
|
170
|
|
|
(1,772
|
)
|
|
(6,979
|
)
|
|||
Operating profit (loss)
|
5,619
|
|
|
521
|
|
|
(89,030
|
)
|
|||
Interest expense
|
4,317
|
|
|
4,961
|
|
|
6,034
|
|
|||
Other expense (income), net, including interest income and income from other unconsolidated affiliates
|
1,270
|
|
|
(2,099
|
)
|
|
(779
|
)
|
|||
Income (loss) before income tax benefit
|
32
|
|
|
(2,341
|
)
|
|
(94,285
|
)
|
|||
Income tax benefit
|
(8,212
|
)
|
|
(7,960
|
)
|
|
(43,308
|
)
|
|||
Net income (loss)
|
$
|
8,244
|
|
|
$
|
5,619
|
|
|
$
|
(50,977
|
)
|
|
|
|
|
|
|
||||||
Effective income tax rate
(b)
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
|
Revenues
|
||
2015
|
$
|
147,998
|
|
Increase (decrease) from:
|
|
||
Centennial mining operations
|
(33,875
|
)
|
|
Royalty and other income
|
(1,553
|
)
|
|
Other consolidated mining operations
|
(1,489
|
)
|
|
2016
|
$
|
111,081
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2015
|
$
|
521
|
|
Increase (decrease) from:
|
|
||
Centennial mining operations
|
22,362
|
|
|
Centennial asset retirement obligation charge in 2015
|
7,526
|
|
|
Earnings of unconsolidated mines
|
6,806
|
|
|
Centennial asset impairment charge in 2016
|
(17,443
|
)
|
|
Other consolidated mining operations
|
(4,760
|
)
|
|
Resolution of a legal matter in Alabama in 2016
|
(3,325
|
)
|
|
Other selling, general and administrative expenses
|
(2,930
|
)
|
|
Net loss on sale of assets, primarily Centennial
|
(1,942
|
)
|
|
Royalty and other income
|
(1,196
|
)
|
|
2016
|
$
|
5,619
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2014
|
$
|
172,702
|
|
Increase (decrease) from:
|
|
||
Centennial mining operations
|
(38,352
|
)
|
|
Royalty and other income
|
(2,901
|
)
|
|
Other consolidated mining operations
|
16,549
|
|
|
2015
|
$
|
147,998
|
|
|
Operating Profit
|
||
2014
|
$
|
(89,030
|
)
|
Increase (decrease) from:
|
|
||
Centennial long-lived asset impairment charge in 2014
|
105,119
|
|
|
Centennial asset retirement obligation charge in 2015
|
(7,526
|
)
|
|
Centennial mining operations
|
(4,347
|
)
|
|
Centennial earn-out change in estimate in 2014
|
(1,614
|
)
|
|
Gain on sale of assets
|
(5,208
|
)
|
|
Royalty and other income
|
(2,810
|
)
|
|
Other selling, general and administrative expenses
|
(2,057
|
)
|
|
Other consolidated mining operations
|
6,747
|
|
|
Reimbursement of damage to customer-owned equipment in 2014
|
1,211
|
|
|
Earnings of unconsolidated mines
|
36
|
|
|
2015
|
$
|
521
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
8,244
|
|
|
$
|
5,619
|
|
|
$
|
2,625
|
|
Depreciation, depletion and amortization
|
12,682
|
|
|
17,067
|
|
|
(4,385
|
)
|
|||
Deferred income taxes
|
16,842
|
|
|
(4,831
|
)
|
|
21,673
|
|
|||
Loss (gain) on sale of assets
|
170
|
|
|
(1,772
|
)
|
|
1,942
|
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
17,443
|
|
|||
Other
|
(838
|
)
|
|
1,087
|
|
|
(1,925
|
)
|
|||
Working capital changes
|
(19,603
|
)
|
|
78,755
|
|
|
(98,358
|
)
|
|||
Net cash provided by operating activities
|
34,940
|
|
|
95,925
|
|
|
(60,985
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(10,109
|
)
|
|
(4,116
|
)
|
|
(5,993
|
)
|
|||
Proceeds from the sale of assets
|
7,983
|
|
|
3,418
|
|
|
4,565
|
|
|||
Other
|
(1,790
|
)
|
|
(814
|
)
|
|
(976
|
)
|
|||
Net cash used for investing activities
|
(3,916
|
)
|
|
(1,512
|
)
|
|
(2,404
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
31,024
|
|
|
$
|
94,413
|
|
|
$
|
(63,389
|
)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net reductions to long-term debt and revolving credit agreements
|
$
|
(22,564
|
)
|
|
$
|
(82,829
|
)
|
|
$
|
60,265
|
|
Cash dividends paid to NACCO
|
(10,200
|
)
|
|
—
|
|
|
(10,200
|
)
|
|||
Other
|
—
|
|
|
931
|
|
|
(931
|
)
|
|||
Net cash used for financing activities
|
$
|
(32,764
|
)
|
|
$
|
(81,898
|
)
|
|
$
|
49,134
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
NACoal Facility
|
$
|
80,000
|
|
|
$
|
—
|
|
|
$
|
80,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Variable interest payments on NACoal Facility
|
5,139
|
|
|
2,741
|
|
|
2,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other debt
|
7,373
|
|
|
202
|
|
|
213
|
|
|
225
|
|
|
236
|
|
|
250
|
|
|
6,247
|
|
|||||||
Other interest
|
3,120
|
|
|
388
|
|
|
375
|
|
|
342
|
|
|
330
|
|
|
317
|
|
|
1,368
|
|
|||||||
Capital lease obligations, including principal and interest
|
9,270
|
|
|
1,732
|
|
|
1,591
|
|
|
1,952
|
|
|
1,105
|
|
|
1,084
|
|
|
1,806
|
|
|||||||
Operating leases
|
12,527
|
|
|
4,009
|
|
|
2,927
|
|
|
1,765
|
|
|
1,580
|
|
|
1,338
|
|
|
908
|
|
|||||||
Purchase and other obligations
|
29,118
|
|
|
29,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
146,547
|
|
|
$
|
38,190
|
|
|
$
|
87,504
|
|
|
$
|
4,284
|
|
|
$
|
3,251
|
|
|
$
|
2,989
|
|
|
$
|
10,329
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Planned
|
|
Actual
|
|
Actual
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NACoal
|
$
|
16.2
|
|
|
$
|
10.1
|
|
|
$
|
4.1
|
|
|
December 31
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
10,978
|
|
|
$
|
12,718
|
|
|
$
|
(1,740
|
)
|
Other net tangible assets
|
145,028
|
|
|
159,099
|
|
|
(14,071
|
)
|
|||
Intangible assets, net
|
45,678
|
|
|
48,181
|
|
|
(2,503
|
)
|
|||
Net assets
|
201,684
|
|
|
219,998
|
|
|
(18,314
|
)
|
|||
Total debt
|
(96,039
|
)
|
|
(111,617
|
)
|
|
15,578
|
|
|||
Total equity
|
$
|
105,645
|
|
|
$
|
108,381
|
|
|
$
|
(2,736
|
)
|
Debt to total capitalization
|
48
|
%
|
|
51
|
%
|
|
(3
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
605,170
|
|
|
$
|
620,977
|
|
|
$
|
559,683
|
|
Operating profit
|
$
|
43,033
|
|
|
$
|
34,801
|
|
|
$
|
35,772
|
|
Interest expense
|
$
|
1,165
|
|
|
$
|
1,831
|
|
|
$
|
1,137
|
|
Other expense
|
$
|
770
|
|
|
$
|
1,470
|
|
|
$
|
1,132
|
|
Net income
|
$
|
26,557
|
|
|
$
|
19,749
|
|
|
$
|
23,144
|
|
Effective income tax rate
|
35.4
|
%
|
|
37.3
|
%
|
|
30.9
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2015
|
$
|
620,977
|
|
Increase (decrease) from:
|
|
||
Unit volume and product mix
|
(9,259
|
)
|
|
Foreign currency
|
(7,700
|
)
|
|
Average sales price
|
1,152
|
|
|
2016
|
$
|
605,170
|
|
|
Operating Profit
|
||
2015
|
$
|
34,801
|
|
Increase (decrease) from:
|
|
||
Gross profit
|
6,543
|
|
|
Selling, general and administrative expenses
|
2,958
|
|
|
Foreign currency
|
(1,269
|
)
|
|
2016
|
$
|
43,033
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2014
|
$
|
559,683
|
|
Increase (decrease) from:
|
|
||
Unit volume and product mix
|
53,535
|
|
|
Weston Brands
|
24,537
|
|
|
Foreign currency
|
(15,301
|
)
|
|
Average sales price
|
(1,477
|
)
|
|
2015
|
$
|
620,977
|
|
|
Operating Profit
|
||
2014
|
$
|
35,772
|
|
Increase (decrease) from:
|
|
||
Foreign currency
|
(3,799
|
)
|
|
Selling, general and administrative expenses
|
(700
|
)
|
|
Weston Brands
|
2,105
|
|
|
Gross profit
|
1,423
|
|
|
2015
|
$
|
34,801
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
26,557
|
|
|
$
|
19,749
|
|
|
$
|
6,808
|
|
Depreciation and amortization
|
4,681
|
|
|
4,750
|
|
|
(69
|
)
|
|||
Other
|
1,279
|
|
|
(2,361
|
)
|
|
3,640
|
|
|||
Working capital changes
|
26,214
|
|
|
(8,197
|
)
|
|
34,411
|
|
|||
Net cash provided by operating activities
|
58,731
|
|
|
13,941
|
|
|
44,790
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(4,814
|
)
|
|
(4,365
|
)
|
|
(449
|
)
|
|||
Acquisition of business
|
—
|
|
|
(413
|
)
|
|
413
|
|
|||
Other
|
26
|
|
|
3
|
|
|
23
|
|
|||
Net cash used for investing activities
|
(4,788
|
)
|
|
(4,775
|
)
|
|
(13
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
53,943
|
|
|
$
|
9,166
|
|
|
$
|
44,777
|
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions (reductions) to revolving credit agreements
|
$
|
(19,651
|
)
|
|
$
|
4,912
|
|
|
$
|
(24,563
|
)
|
Cash dividends paid to NACCO
|
(32,000
|
)
|
|
(15,000
|
)
|
|
(17,000
|
)
|
|||
Other
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
|||
Net cash used for financing activities
|
$
|
(51,837
|
)
|
|
$
|
(10,088
|
)
|
|
$
|
(41,749
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
HBB Facility
|
$
|
37,917
|
|
|
$
|
11,917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,000
|
|
|
$
|
—
|
|
Variable interest payments on HBB Facility
|
8,218
|
|
|
1,296
|
|
|
1,555
|
|
|
1,908
|
|
|
2,213
|
|
|
1,246
|
|
|
—
|
|
|||||||
Other debt
|
798
|
|
|
798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase and other obligations
|
175,085
|
|
|
164,979
|
|
|
3,560
|
|
|
3,471
|
|
|
3,075
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
40,848
|
|
|
5,889
|
|
|
5,556
|
|
|
5,362
|
|
|
5,295
|
|
|
3,547
|
|
|
15,199
|
|
|||||||
Total contractual cash obligations
|
$
|
262,866
|
|
|
$
|
184,879
|
|
|
$
|
10,671
|
|
|
$
|
10,741
|
|
|
$
|
10,583
|
|
|
$
|
30,793
|
|
|
$
|
15,199
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Planned
|
|
Actual
|
|
Actual
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
HBB
|
$
|
7.8
|
|
|
$
|
4.8
|
|
|
$
|
4.4
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
2,321
|
|
|
$
|
474
|
|
|
$
|
1,847
|
|
Other net tangible assets
|
66,916
|
|
|
94,353
|
|
|
(27,437
|
)
|
|||
Goodwill and intangible assets, net
|
13,534
|
|
|
14,915
|
|
|
(1,381
|
)
|
|||
Net assets
|
82,771
|
|
|
109,742
|
|
|
(26,971
|
)
|
|||
Total debt
|
(38,714
|
)
|
|
(58,365
|
)
|
|
19,651
|
|
|||
Total equity
|
$
|
44,057
|
|
|
$
|
51,377
|
|
|
$
|
(7,320
|
)
|
Debt to total capitalization
|
47
|
%
|
|
53
|
%
|
|
(6
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
144,351
|
|
|
$
|
150,988
|
|
|
$
|
168,545
|
|
Operating profit (loss)
|
$
|
376
|
|
|
$
|
165
|
|
|
$
|
(7,075
|
)
|
Interest expense
|
$
|
209
|
|
|
$
|
131
|
|
|
$
|
367
|
|
Net loss
|
$
|
(355
|
)
|
|
$
|
(420
|
)
|
|
$
|
(4,603
|
)
|
Effective income tax rate
|
n/m
|
|
|
n/m
|
|
|
38.7
|
%
|
|
Revenues
|
||
2015
|
$
|
150,988
|
|
Increase (decrease) from:
|
|
||
Closed stores
|
(7,907
|
)
|
|
Comparable stores
|
(3,981
|
)
|
|
New stores
|
5,028
|
|
|
Other
|
223
|
|
|
2016
|
$
|
144,351
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating profit
|
||
2015
|
$
|
165
|
|
Increase (decrease) from:
|
|
||
Closed stores
|
369
|
|
|
Comparable stores
|
101
|
|
|
Selling, general and administrative expenses and other
|
31
|
|
|
Affordable Care Act ("ACA") penalty
|
(156
|
)
|
|
New stores
|
(134
|
)
|
|
2016
|
$
|
376
|
|
|
Revenues
|
||
2014
|
$
|
168,545
|
|
Increase (decrease) from:
|
|
||
Le Gourmet Chef ("LGC") closed stores
|
(11,365
|
)
|
|
KC closed stores
|
(10,050
|
)
|
|
Comparable stores
|
(2,055
|
)
|
|
Other
|
(459
|
)
|
|
New stores
|
6,372
|
|
|
2015
|
$
|
150,988
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating profit (loss)
|
||
2014
|
$
|
(7,075
|
)
|
Increase (decrease) from:
|
|
||
Comparable stores
|
2,189
|
|
|
Selling, general and administrative expenses and other
|
1,434
|
|
|
LGC closed stores
|
1,141
|
|
|
Lease termination penalties
|
1,121
|
|
|
KC closed stores
|
898
|
|
|
Asset impairment charges
|
877
|
|
|
New stores
|
455
|
|
|
ACA penalty
|
(875
|
)
|
|
2015
|
$
|
165
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(355
|
)
|
|
$
|
(420
|
)
|
|
$
|
65
|
|
Depreciation
|
1,545
|
|
|
1,558
|
|
|
(13
|
)
|
|||
Other
|
(219
|
)
|
|
771
|
|
|
(990
|
)
|
|||
Working capital changes
|
2,862
|
|
|
10,639
|
|
|
(7,777
|
)
|
|||
Net cash provided by operating activities
|
3,833
|
|
|
12,548
|
|
|
(8,715
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(1,188
|
)
|
|
(1,806
|
)
|
|
618
|
|
|||
Other
|
51
|
|
|
38
|
|
|
13
|
|
|||
Net cash used for investing activities
|
(1,137
|
)
|
|
(1,768
|
)
|
|
631
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
2,696
|
|
|
$
|
10,780
|
|
|
$
|
(8,084
|
)
|
|
2016
|
|
2015
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Cash dividends paid to NACCO
|
$
|
(10,000
|
)
|
|
$
|
—
|
|
|
$
|
(10,000
|
)
|
Net cash used for financing activities
|
$
|
(10,000
|
)
|
|
$
|
—
|
|
|
$
|
(10,000
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Purchase and other obligations
|
$
|
33,829
|
|
|
$
|
33,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
66,940
|
|
|
18,753
|
|
|
14,451
|
|
|
10,543
|
|
|
8,096
|
|
|
5,208
|
|
|
9,889
|
|
|||||||
Total contractual cash obligations
|
$
|
100,769
|
|
|
$
|
52,582
|
|
|
$
|
14,451
|
|
|
$
|
10,543
|
|
|
$
|
8,096
|
|
|
$
|
5,208
|
|
|
$
|
9,889
|
|
|
Planned
|
|
Actual
|
|
Actual
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
KC
|
$
|
1.6
|
|
|
$
|
1.2
|
|
|
$
|
1.8
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
9,010
|
|
|
$
|
16,314
|
|
|
$
|
(7,304
|
)
|
Other net tangible assets
|
12,384
|
|
|
15,436
|
|
|
(3,052
|
)
|
|||
Net assets
|
21,394
|
|
|
31,750
|
|
|
(10,356
|
)
|
|||
Total debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total equity
|
$
|
21,394
|
|
|
$
|
31,750
|
|
|
$
|
(10,356
|
)
|
Debt to total capitalization
|
(a)
|
|
|
(a)
|
|
|
(a)
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating loss
|
$
|
(7,278
|
)
|
|
$
|
(4,248
|
)
|
|
$
|
(5,456
|
)
|
Other (income) expense, including closed mine obligations
|
$
|
(535
|
)
|
|
$
|
649
|
|
|
$
|
2,284
|
|
Net loss
|
$
|
(4,816
|
)
|
|
$
|
(3,346
|
)
|
|
$
|
(5,344
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2016
|
|
2015
|
|
2014
|
||||||
NACoal
|
$
|
7,360
|
|
|
$
|
5,328
|
|
|
$
|
4,521
|
|
HBB
|
$
|
3,860
|
|
|
$
|
3,654
|
|
|
$
|
3,714
|
|
KC
|
$
|
280
|
|
|
$
|
270
|
|
|
$
|
260
|
|
Contractual Obligations
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Operating leases
|
$
|
1,674
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
Purchase and other obligations
|
8,846
|
|
|
8,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
10,520
|
|
|
$
|
9,125
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
279
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
80,648
|
|
|
$
|
52,499
|
|
|
$
|
28,149
|
|
Other net tangible assets
|
236,823
|
|
|
278,786
|
|
|
(41,963
|
)
|
|||
Goodwill and intangible assets, net
|
59,212
|
|
|
63,096
|
|
|
(3,884
|
)
|
|||
Net assets
|
376,683
|
|
|
394,381
|
|
|
(17,698
|
)
|
|||
Total debt
|
(134,753
|
)
|
|
(169,982
|
)
|
|
35,229
|
|
|||
Closed mine obligations
|
(21,637
|
)
|
|
(23,261
|
)
|
|
1,624
|
|
|||
Total equity
|
$
|
220,293
|
|
|
$
|
201,138
|
|
|
$
|
19,155
|
|
Debt to total capitalization - continuing operations
|
38
|
%
|
|
46
|
%
|
|
(8
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
NACCO Industries, Inc.
|
|
||
|
By:
|
/s/ Elizabeth I. Loveman
|
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
|
Vice President and Controller
(principal financial and accounting officer) |
|
|
|
|
|
|
/s/ Alfred M. Rankin, Jr.
|
|
Chairman, President and Chief Executive Officer (principal executive officer), Director
|
March 1, 2017
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
Vice President and Controller (principal financial and accounting officer)
|
March 1, 2017
|
Elizabeth I. Loveman
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
March 1, 2017
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
March 1, 2017
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* Michael S. Miller
|
|
Director
|
March 1, 2017
|
Michael S. Miller
|
|
|
|
|
|
|
|
* Richard de J. Osborne
|
|
Director
|
March 1, 2017
|
Richard de J. Osborne
|
|
|
|
|
|
|
|
* James A. Ratner
|
|
Director
|
March 1, 2017
|
James A. Ratner
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
March 1, 2017
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* David F. Taplin
|
|
Director
|
March 1, 2017
|
David F. Taplin
|
|
|
|
|
|
|
|
* David B. H. Williams
|
|
Director
|
March 1, 2017
|
David B. H. Williams
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
March 1, 2017
|
Elizabeth I. Loveman, Attorney-in-Fact
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
March 1, 2017
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
March 1, 2017
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
856,438
|
|
|
$
|
915,860
|
|
|
$
|
896,782
|
|
Cost of sales
|
650,585
|
|
|
736,364
|
|
|
711,710
|
|
|||
Gross profit
|
205,853
|
|
|
179,496
|
|
|
185,072
|
|
|||
Earnings of unconsolidated mines
|
55,238
|
|
|
48,432
|
|
|
48,396
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
197,903
|
|
|
193,925
|
|
|
198,697
|
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
105,119
|
|
|||
Amortization of intangible assets
|
3,884
|
|
|
3,987
|
|
|
3,300
|
|
|||
Loss (gain) on sale of assets
|
146
|
|
|
(1,811
|
)
|
|
(7,339
|
)
|
|||
|
219,376
|
|
|
196,101
|
|
|
299,777
|
|
|||
Operating profit (loss)
|
41,715
|
|
|
31,827
|
|
|
(66,309
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
5,692
|
|
|
6,924
|
|
|
7,566
|
|
|||
Income from other unconsolidated affiliates
|
(1,221
|
)
|
|
(2,040
|
)
|
|
(161
|
)
|
|||
Closed mine obligations
|
(214
|
)
|
|
919
|
|
|
2,582
|
|
|||
Other, net, including interest income
|
2,988
|
|
|
1,225
|
|
|
277
|
|
|||
|
7,245
|
|
|
7,028
|
|
|
10,264
|
|
|||
Income (loss) before income tax provision (benefit)
|
34,470
|
|
|
24,799
|
|
|
(76,573
|
)
|
|||
Income tax provision (benefit)
|
4,863
|
|
|
2,815
|
|
|
(38,455
|
)
|
|||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
6,818
|
|
|
7,001
|
|
|
7,590
|
|
|||
Diluted weighted average shares outstanding
|
6,854
|
|
|
7,022
|
|
|
7,590
|
|
|||
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(2,078
|
)
|
|
(2,756
|
)
|
|
(1,896
|
)
|
|||
Deferred gain on available for sale securities, net of tax
|
413
|
|
|
17
|
|
|
442
|
|
|||
Current period cash flow hedging activity, net of $73 tax benefit in 2016, $357 tax benefit in 2015 and $838 tax benefit in 2014
|
(252
|
)
|
|
(577
|
)
|
|
(1,518
|
)
|
|||
Reclassification of hedging activities into earnings, net of $419 tax benefit in 2016, $191 tax benefit in 2015 and $489 tax benefit in 2014
|
757
|
|
|
409
|
|
|
898
|
|
|||
Current period pension and postretirement plan adjustment, net of $1,098 tax benefit in 2016, $1,222 tax benefit in 2015 and $3,292 tax benefit in 2014
|
(2,011
|
)
|
|
(1,204
|
)
|
|
(6,483
|
)
|
|||
Reclassification of pension and postretirement adjustments into earnings, net of $408 tax benefit in 2016, $420 tax benefit in 2015 and $313 tax benefit in 2014
|
688
|
|
|
856
|
|
|
627
|
|
|||
Total other comprehensive loss
|
$
|
(2,483
|
)
|
|
$
|
(3,255
|
)
|
|
$
|
(7,930
|
)
|
Comprehensive income (loss)
|
$
|
27,124
|
|
|
$
|
18,729
|
|
|
$
|
(46,048
|
)
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
80,648
|
|
|
$
|
52,499
|
|
Accounts receivable, net of allowances of $17,035 in 2016 and $19,801 in 2015
|
117,463
|
|
|
111,020
|
|
||
Accounts receivable from unconsolidated subsidiaries
|
7,404
|
|
|
3,085
|
|
||
Inventories, net
|
157,342
|
|
|
165,016
|
|
||
Assets held for sale
|
2,016
|
|
|
17,497
|
|
||
Prepaid expenses and other
|
16,859
|
|
|
12,317
|
|
||
Total current assets
|
381,732
|
|
|
361,434
|
|
||
Property, plant and equipment, net
|
131,049
|
|
|
132,539
|
|
||
Goodwill
|
6,253
|
|
|
6,253
|
|
||
Other intangibles, net
|
52,959
|
|
|
56,843
|
|
||
Deferred income taxes
|
28,380
|
|
|
42,013
|
|
||
Investment in unconsolidated subsidiaries
|
31,054
|
|
|
24,643
|
|
||
Deferred costs
|
10,037
|
|
|
7,065
|
|
||
Other non-current assets
|
26,557
|
|
|
24,618
|
|
||
Total assets
|
$
|
668,021
|
|
|
$
|
655,408
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
128,248
|
|
|
$
|
100,300
|
|
Revolving credit agreements of subsidiaries — not guaranteed by the parent company
|
12,714
|
|
|
8,365
|
|
||
Current maturities of long-term debt of subsidiaries — not guaranteed by the parent company
|
1,744
|
|
|
1,504
|
|
||
Accrued payroll
|
32,925
|
|
|
40,854
|
|
||
Accrued cooperative advertising
|
15,056
|
|
|
10,676
|
|
||
Other current liabilities
|
31,141
|
|
|
30,047
|
|
||
Total current liabilities
|
221,828
|
|
|
191,746
|
|
||
Long-term debt of subsidiaries — not guaranteed by the parent company
|
120,295
|
|
|
160,113
|
|
||
Asset retirement obligations
|
38,262
|
|
|
39,780
|
|
||
Pension and other postretirement obligations
|
14,271
|
|
|
10,046
|
|
||
Other long-term liabilities
|
53,072
|
|
|
52,585
|
|
||
Total liabilities
|
447,728
|
|
|
454,270
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $1 per share, 5,207,955 shares outstanding (2015 - 5,265,446 shares outstanding)
|
5,208
|
|
|
5,265
|
|
||
Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,570,915 shares outstanding (2015 - 1,571,727 shares outstanding)
|
1,571
|
|
|
1,572
|
|
||
Capital in excess of par value
|
—
|
|
|
—
|
|
||
Retained earnings
|
239,441
|
|
|
217,745
|
|
||
Accumulated other comprehensive loss
|
(25,927
|
)
|
|
(23,444
|
)
|
||
Total stockholders’ equity
|
220,293
|
|
|
201,138
|
|
||
Total liabilities and equity
|
$
|
668,021
|
|
|
$
|
655,408
|
|
|
Year Ended December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
|
|
|
|
|
||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
19,276
|
|
|
23,680
|
|
|
28,070
|
|
|||
Amortization of deferred financing fees
|
596
|
|
|
1,089
|
|
|
229
|
|
|||
Deferred income taxes
|
12,697
|
|
|
(6,942
|
)
|
|
(41,347
|
)
|
|||
Centennial asset impairment charge
|
17,443
|
|
|
—
|
|
|
105,119
|
|
|||
Loss (gain) on sale of assets
|
146
|
|
|
(1,811
|
)
|
|
(7,339
|
)
|
|||
Other
|
1,649
|
|
|
1,754
|
|
|
14,667
|
|
|||
Working capital changes, excluding the effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(10,417
|
)
|
|
66,486
|
|
|
(22,506
|
)
|
|||
Inventories
|
4,902
|
|
|
24,149
|
|
|
(879
|
)
|
|||
Other current assets
|
(2,632
|
)
|
|
4,530
|
|
|
201
|
|
|||
Accounts payable
|
27,098
|
|
|
(28,867
|
)
|
|
(2,963
|
)
|
|||
Other current liabilities
|
(6,430
|
)
|
|
1,950
|
|
|
(15,335
|
)
|
|||
Net cash provided by operating activities
|
93,935
|
|
|
108,002
|
|
|
19,799
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(16,167
|
)
|
|
(10,615
|
)
|
|
(57,500
|
)
|
|||
Acquisition of business
|
—
|
|
|
(413
|
)
|
|
(25,000
|
)
|
|||
Proceeds from the sale of assets
|
8,060
|
|
|
3,471
|
|
|
8,134
|
|
|||
Other
|
(1,710
|
)
|
|
(734
|
)
|
|
(568
|
)
|
|||
Net cash used for investing activities
|
(9,817
|
)
|
|
(8,291
|
)
|
|
(74,934
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Reductions of long-term debt
|
(46,564
|
)
|
|
(6,282
|
)
|
|
(9,399
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
4,349
|
|
|
(71,635
|
)
|
|
73,546
|
|
|||
Cash dividends paid
|
(7,262
|
)
|
|
(7,296
|
)
|
|
(7,755
|
)
|
|||
Purchase of treasury shares
|
(6,044
|
)
|
|
(24,010
|
)
|
|
(35,075
|
)
|
|||
Financing fees paid
|
(186
|
)
|
|
—
|
|
|
(333
|
)
|
|||
Other
|
(3
|
)
|
|
922
|
|
|
(5
|
)
|
|||
Net cash provided by (used for) financing activities
|
(55,710
|
)
|
|
(108,301
|
)
|
|
20,979
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(259
|
)
|
|
(46
|
)
|
|
(99
|
)
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
28,149
|
|
|
(8,636
|
)
|
|
(34,255
|
)
|
|||
Balance at the beginning of the year
|
52,499
|
|
|
61,135
|
|
|
95,390
|
|
|||
Balance at the end of the year
|
$
|
80,648
|
|
|
$
|
52,499
|
|
|
$
|
61,135
|
|
|
|
|
|
|
|
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
|
|
$
|
—
|
|
$
|
302,168
|
|
|
$
|
(803
|
)
|
|
$
|
1,021
|
|
|
$
|
676
|
|
|
$
|
(13,153
|
)
|
|
$
|
297,780
|
|
Stock-based compensation
|
28
|
|
—
|
|
2,544
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,572
|
|
|||||||||
Purchase of treasury shares
|
(664
|
)
|
—
|
|
(2,544
|
)
|
(31,867
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,075
|
)
|
|||||||||
Conversion of Class B to Class A shares
|
8
|
|
(8
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(38,118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,118
|
)
|
|||||||||
Cash dividends on Class A and Class B common stock: $1.0225 per share
|
—
|
|
—
|
|
—
|
|
(7,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,755
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(1,896
|
)
|
|
442
|
|
|
(1,518
|
)
|
|
(6,483
|
)
|
|
(9,455
|
)
|
|||||||||
Reclassification adjustment to net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|
627
|
|
|
1,525
|
|
|||||||||
Balance, December 31, 2014
|
$
|
5,662
|
|
$
|
1,573
|
|
$
|
—
|
|
$
|
224,428
|
|
|
$
|
(2,699
|
)
|
|
$
|
1,463
|
|
|
$
|
56
|
|
|
$
|
(19,009
|
)
|
|
$
|
211,474
|
|
Stock-based compensation
|
45
|
|
—
|
|
2,196
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,241
|
|
|||||||||
Purchase of treasury shares
|
(443
|
)
|
—
|
|
(2,196
|
)
|
(21,371
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,010
|
)
|
|||||||||
Conversion of Class B to Class A shares
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
21,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,984
|
|
|||||||||
Cash dividends on Class A and Class B common stock: $1.0450 per share
|
—
|
|
—
|
|
—
|
|
(7,296
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,296
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(2,756
|
)
|
|
17
|
|
|
(577
|
)
|
|
(1,204
|
)
|
|
(4,520
|
)
|
|||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
409
|
|
|
856
|
|
|
1,265
|
|
||||||||||
Balance, December 31, 2015
|
$
|
5,265
|
|
$
|
1,572
|
|
$
|
—
|
|
$
|
217,745
|
|
|
$
|
(5,455
|
)
|
|
$
|
1,480
|
|
|
$
|
(112
|
)
|
|
$
|
(19,357
|
)
|
|
$
|
201,138
|
|
Stock-based compensation
|
51
|
|
—
|
|
5,286
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,337
|
|
|||||||||
Purchase of treasury shares
|
(109
|
)
|
—
|
|
(5,286
|
)
|
(649
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,044
|
)
|
|||||||||
Conversion of Class B to Class A shares
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income
|
—
|
|
—
|
|
—
|
|
29,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,607
|
|
|||||||||
Cash dividends on Class A and Class B common stock: $1.0650 per share
|
—
|
|
—
|
|
—
|
|
(7,262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,262
|
)
|
|||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(2,078
|
)
|
|
413
|
|
|
(252
|
)
|
|
(2,011
|
)
|
|
(3,928
|
)
|
|||||||||
Reclassification adjustment to net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|
688
|
|
|
1,445
|
|
|||||||||
Balance, December 31, 2016
|
$
|
5,208
|
|
$
|
1,571
|
|
$
|
—
|
|
$
|
239,441
|
|
|
$
|
(7,533
|
)
|
|
$
|
1,893
|
|
|
$
|
393
|
|
|
$
|
(20,680
|
)
|
|
$
|
220,293
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Coal - NACoal
|
$
|
13,137
|
|
|
$
|
16,652
|
|
Mining supplies - NACoal
|
15,790
|
|
|
21,755
|
|
||
Total inventories at weighted average cost
|
28,927
|
|
|
38,407
|
|
||
Sourced inventories - HBB
|
95,008
|
|
|
97,511
|
|
||
Retail inventories - KC
|
33,407
|
|
|
29,098
|
|
||
Total inventories
|
$
|
157,342
|
|
|
$
|
165,016
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Coal lands and real estate:
|
|
|
|
||||
NACoal
|
$
|
48,636
|
|
|
$
|
54,928
|
|
HBB
|
226
|
|
|
226
|
|
||
NACCO and Other
|
469
|
|
|
469
|
|
||
|
49,331
|
|
|
55,623
|
|
||
Plant and equipment:
|
|
|
|
||||
NACoal
|
141,440
|
|
|
126,939
|
|
||
HBB
|
53,495
|
|
|
49,002
|
|
||
KC
|
25,149
|
|
|
26,119
|
|
||
NACCO and Other
|
5,007
|
|
|
4,978
|
|
||
|
225,091
|
|
|
207,038
|
|
||
Property, plant and equipment, at cost
|
274,422
|
|
|
262,661
|
|
||
Less allowances for depreciation, depletion and amortization
|
143,373
|
|
|
130,122
|
|
||
|
$
|
131,049
|
|
|
$
|
132,539
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Balance at December 31, 2016
|
|
|
|
|
|
||||||
NACoal:
|
|
|
|
|
|
||||||
Coal supply agreement
|
$
|
84,200
|
|
|
$
|
(38,523
|
)
|
|
$
|
45,677
|
|
|
|
|
|
|
|
||||||
HBB:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
5,760
|
|
|
$
|
(1,960
|
)
|
|
$
|
3,800
|
|
Trademarks
|
3,100
|
|
|
(408
|
)
|
|
2,692
|
|
|||
Other intangibles
|
1,240
|
|
|
(450
|
)
|
|
790
|
|
|||
|
$
|
10,100
|
|
|
$
|
(2,818
|
)
|
|
$
|
7,282
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
|
|
|
|
|
||||||
NACoal:
|
|
|
|
|
|
||||||
Coal supply agreement
|
$
|
84,200
|
|
|
$
|
(36,020
|
)
|
|
$
|
48,180
|
|
|
|
|
|
|
|
||||||
HBB:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
5,760
|
|
|
$
|
(1,000
|
)
|
|
$
|
4,760
|
|
Trademarks
|
3,100
|
|
|
(208
|
)
|
|
2,892
|
|
|||
Other intangibles
|
1,240
|
|
|
(229
|
)
|
|
1,011
|
|
|||
|
$
|
10,100
|
|
|
$
|
(1,437
|
)
|
|
$
|
8,663
|
|
|
|
NACCO
Consolidated
|
||
Balance at January 1, 2015
|
|
$
|
41,819
|
|
Liabilities settled during the period
|
|
(7,835
|
)
|
|
Accretion expense
|
|
2,361
|
|
|
Revision of estimated cash flows
|
|
7,247
|
|
|
Balance at December 31, 2015
|
|
$
|
43,592
|
|
Liabilities settled during the period
|
|
(2,321
|
)
|
|
Accretion expense
|
|
2,659
|
|
|
Revision of estimated cash flows
|
|
(1,825
|
)
|
|
Balance at December 31, 2016
|
|
$
|
42,105
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements:
|
|
|
|
||||
NACoal
|
$
|
80,000
|
|
|
$
|
100,000
|
|
HBB
|
37,917
|
|
|
57,513
|
|
||
|
$
|
117,917
|
|
|
$
|
157,513
|
|
|
|
|
|
||||
Capital lease obligations and other term loans — NACoal
|
$
|
16,039
|
|
|
$
|
11,617
|
|
Other debt — HBB
|
797
|
|
|
852
|
|
||
Total debt outstanding
|
$
|
134,753
|
|
|
$
|
169,982
|
|
|
|
|
|
||||
Current portion of borrowings outstanding:
|
|
|
|
||||
NACoal
|
$
|
1,744
|
|
|
$
|
1,504
|
|
HBB
|
12,714
|
|
|
8,365
|
|
||
|
$
|
14,458
|
|
|
$
|
9,869
|
|
Long-term portion of borrowings outstanding:
|
|
|
|
||||
NACoal
|
$
|
94,295
|
|
|
$
|
110,113
|
|
HBB
|
26,000
|
|
|
50,000
|
|
||
|
$
|
120,295
|
|
|
$
|
160,113
|
|
Total available borrowings, net of limitations, under revolving credit agreements:
|
|
|
|
||||
NACoal
|
$
|
223,933
|
|
|
$
|
223,795
|
|
HBB
|
112,975
|
|
|
111,590
|
|
||
KC
|
20,525
|
|
|
18,299
|
|
||
|
$
|
357,433
|
|
|
$
|
353,684
|
|
Unused revolving credit agreements:
|
|
|
|
||||
NACoal
|
$
|
143,933
|
|
|
$
|
123,795
|
|
HBB
|
75,058
|
|
|
54,077
|
|
||
KC
|
20,525
|
|
|
18,299
|
|
||
|
$
|
239,516
|
|
|
$
|
196,171
|
|
Weighted average stated interest rate on total borrowings:
|
|
|
|
||||
NACoal
|
2.9
|
%
|
|
2.4
|
%
|
||
HBB
|
2.3
|
%
|
|
2.3
|
%
|
||
|
|
|
|
||||
Weighted average effective interest rate on total borrowings (including interest rate swap agreements):
|
|
|
|
||||
NACoal
|
3.4
|
%
|
|
3.3
|
%
|
||
HBB
|
2.7
|
%
|
|
2.7
|
%
|
2017
|
$
|
202
|
|
2018
|
80,213
|
|
|
2019
|
225
|
|
|
2020
|
236
|
|
|
2021
|
38,965
|
|
|
Thereafter
|
6,247
|
|
|
|
$
|
126,088
|
|
|
Notional Amount
|
|
Average Fixed Rate
|
|
Remaining Term at
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
December 31, 2016
|
||||||
HBB - Interest rate swaps
|
$
|
20.0
|
|
|
$
|
20.0
|
|
|
1.4
|
%
|
|
1.4
|
%
|
|
extending to January 2020
|
HBB - Delayed start interest rate swaps
|
$
|
15.0
|
|
|
$
|
—
|
|
|
1.6
|
%
|
|
—
|
%
|
|
extending to January 2024
|
HBB - Delayed start interest rate swaps
|
$
|
10.0
|
|
|
$
|
—
|
|
|
1.7
|
%
|
|
—
|
%
|
|
extending to January 2024
|
|
Notional Amount
|
|
Average Fixed Rate
|
|
Remaining Term at
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
December 31, 2016
|
||||||
NACoal
|
$
|
80.0
|
|
|
$
|
100.0
|
|
|
1.4
|
%
|
|
1.4
|
%
|
|
extending to May 2018
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2016
|
|
2015
|
|
Balance sheet location
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
14
|
|
|
$
|
1
|
|
|
Other current liabilities
|
|
$
|
239
|
|
|
$
|
289
|
|
Long-term
|
Other non-current assets
|
|
760
|
|
|
2
|
|
|
Other long-term liabilities
|
|
100
|
|
|
409
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
147
|
|
|
386
|
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
|
|
$
|
921
|
|
|
$
|
389
|
|
|
|
|
$
|
339
|
|
|
$
|
698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain or (Loss)
Recognized in AOCI on
Derivative (Effective Portion)
|
|
Location of Gain or
(Loss) Reclassified
from AOCI into
Income (Effective
Portion)
|
|
Amount of Gain or (Loss)
Reclassified from AOCI
into Income (Effective Portion)
|
|
Location of Gain or
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of Gain or (Loss) Recognized
in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing)
|
||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Interest rate swap agreements
|
|
$
|
(57
|
)
|
|
$
|
(1,922
|
)
|
|
$
|
(2,664
|
)
|
|
Interest expense
|
|
$
|
(1,187
|
)
|
|
$
|
(1,460
|
)
|
|
$
|
(1,495
|
)
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency exchange contracts
|
|
(268
|
)
|
|
988
|
|
|
308
|
|
|
Cost of sales
|
|
11
|
|
|
860
|
|
|
108
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
(325
|
)
|
|
$
|
(934
|
)
|
|
$
|
(2,356
|
)
|
|
|
|
$
|
(1,176
|
)
|
|
$
|
(600
|
)
|
|
$
|
(1,387
|
)
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Amount of Gain or (Loss)
Recognized in Income on Derivative
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency exchange contracts
|
|
Cost of sales or Other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Total
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
|
|
Quoted Prices in
|
|
|
|
Significant
|
||||||||
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
||||||||
Description
|
|
December 31, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
$
|
7,882
|
|
|
$
|
7,882
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
774
|
|
|
—
|
|
|
774
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
147
|
|
|
—
|
|
|
147
|
|
|
—
|
|
||||
|
|
$
|
8,803
|
|
|
$
|
7,882
|
|
|
$
|
921
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
|
|
Quoted Prices in
|
|
|
|
Significant
|
||||||||
|
|
|
|
Active Markets for
|
|
Significant Other
|
|
Unobservable
|
||||||||
|
|
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
||||||||
Description
|
|
December 31, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
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
|
|
|
$
|
—
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
$
|
1,732
|
|
|
$
|
28,930
|
|
2018
|
1,591
|
|
|
23,213
|
|
||
2019
|
1,952
|
|
|
17,949
|
|
||
2020
|
1,105
|
|
|
15,250
|
|
||
2021
|
1,084
|
|
|
10,372
|
|
||
Subsequent to 2021
|
1,806
|
|
|
26,275
|
|
||
Total minimum lease payments
|
9,270
|
|
|
$
|
121,989
|
|
|
Amounts representing interest
|
604
|
|
|
|
|||
Present value of net minimum lease payments
|
8,666
|
|
|
|
|||
Current maturities
|
1,542
|
|
|
|
|||
Long-term capital lease obligation
|
$
|
7,124
|
|
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Plant and equipment
|
$
|
4,807
|
|
|
$
|
4,807
|
|
Less accumulated depreciation
|
3,129
|
|
|
2,529
|
|
||
|
$
|
1,678
|
|
|
$
|
2,278
|
|
|
|
Amount reclassified from AOCI
|
|
||||||||||
Details about AOCI components
|
|
2016
|
|
2015
|
|
2014
|
Location of loss (gain) reclassified from AOCI into income
|
||||||
|
|
(In thousands)
|
|
||||||||||
Loss (gain) on cash flow hedging
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
(11
|
)
|
|
$
|
(860
|
)
|
|
$
|
(108
|
)
|
Cost of sales
|
Interest rate contracts
|
|
1,187
|
|
|
1,460
|
|
|
1,495
|
|
Interest expense
|
|||
|
|
1,176
|
|
|
600
|
|
|
1,387
|
|
Total before income tax expense
|
|||
Tax effect
|
|
(419
|
)
|
|
(191
|
)
|
|
(489
|
)
|
Income tax benefit
|
|||
|
|
$
|
757
|
|
|
$
|
409
|
|
|
$
|
898
|
|
Net of tax
|
|
|
|
|
|
|
|
|
||||||
Pension and postretirement plan
|
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
$
|
1,145
|
|
|
$
|
1,333
|
|
|
$
|
1,015
|
|
(a)
|
Prior-service credit
|
|
(49
|
)
|
|
(57
|
)
|
|
(75
|
)
|
(a)
|
|||
|
|
1,096
|
|
|
1,276
|
|
|
940
|
|
Total before income tax expense
|
|||
Tax effect
|
|
(408
|
)
|
|
(420
|
)
|
|
(313
|
)
|
Income tax benefit
|
|||
|
|
$
|
688
|
|
|
$
|
856
|
|
|
$
|
627
|
|
Net of tax
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
|
$
|
1,445
|
|
|
$
|
1,265
|
|
|
$
|
1,525
|
|
Net of tax
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic weighted average shares outstanding
|
6,818
|
|
|
7,001
|
|
|
7,590
|
|
|||
Dilutive effect of restricted stock awards
|
36
|
|
|
21
|
|
|
N/A
|
|
|||
Diluted weighted average shares outstanding
|
6,854
|
|
|
7,022
|
|
|
7,590
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
4.34
|
|
|
$
|
3.14
|
|
|
$
|
(5.02
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share
|
$
|
4.32
|
|
|
$
|
3.13
|
|
|
$
|
(5.02
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) before income tax provision (benefit)
|
|
|
|
|
|
||||||
Domestic
|
$
|
34,885
|
|
|
$
|
26,383
|
|
|
$
|
(74,402
|
)
|
Foreign
|
(415
|
)
|
|
(1,584
|
)
|
|
(2,171
|
)
|
|||
|
$
|
34,470
|
|
|
$
|
24,799
|
|
|
$
|
(76,573
|
)
|
Income tax provision (benefit)
|
|
|
|
|
|
||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(9,200
|
)
|
|
$
|
6,427
|
|
|
$
|
2,778
|
|
State
|
782
|
|
|
2,185
|
|
|
(472
|
)
|
|||
Foreign
|
584
|
|
|
1,145
|
|
|
586
|
|
|||
Total current
|
(7,834
|
)
|
|
9,757
|
|
|
2,892
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
12,393
|
|
|
(7,472
|
)
|
|
(38,829
|
)
|
|||
State
|
214
|
|
|
925
|
|
|
(1,817
|
)
|
|||
Foreign
|
90
|
|
|
(395
|
)
|
|
(701
|
)
|
|||
Total deferred
|
12,697
|
|
|
(6,942
|
)
|
|
(41,347
|
)
|
|||
|
$
|
4,863
|
|
|
$
|
2,815
|
|
|
$
|
(38,455
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) before income tax provision (benefit)
|
$
|
34,470
|
|
|
$
|
24,799
|
|
|
$
|
(76,573
|
)
|
Statutory taxes (benefit) at 35.0%
|
$
|
12,064
|
|
|
$
|
8,679
|
|
|
$
|
(26,801
|
)
|
State and local income taxes
|
(908
|
)
|
|
(439
|
)
|
|
(7,112
|
)
|
|||
Valuation allowances
|
2,602
|
|
|
3,525
|
|
|
5,742
|
|
|||
Non-deductible expenses
|
966
|
|
|
787
|
|
|
632
|
|
|||
Percentage depletion
|
(6,374
|
)
|
|
(8,406
|
)
|
|
(8,572
|
)
|
|||
R&D and other federal credits
|
67
|
|
|
(1,854
|
)
|
|
(1,397
|
)
|
|||
Other, net
|
(183
|
)
|
|
(332
|
)
|
|
322
|
|
|||
Tax settlements
|
(3,371
|
)
|
|
855
|
|
|
(1,269
|
)
|
|||
Income tax provision
|
$
|
4,863
|
|
|
$
|
2,815
|
|
|
$
|
(38,455
|
)
|
Effective income tax rate
|
14.1
|
%
|
|
11.4
|
%
|
|
50.2
|
%
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Tax carryforwards
|
$
|
24,138
|
|
|
$
|
12,812
|
|
Inventories
|
3,810
|
|
|
4,680
|
|
||
Accrued expenses and reserves
|
27,777
|
|
|
30,640
|
|
||
Other employee benefits
|
10,451
|
|
|
14,253
|
|
||
Partnership investment - development costs
|
3,818
|
|
|
21,766
|
|
||
Other
|
16,091
|
|
|
16,170
|
|
||
Total deferred tax assets
|
86,085
|
|
|
100,321
|
|
||
Less: Valuation allowance
|
14,495
|
|
|
11,723
|
|
||
|
71,590
|
|
|
88,598
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and depletion
|
41,055
|
|
|
42,679
|
|
||
Accrued pension benefits
|
1,813
|
|
|
3,610
|
|
||
Unremitted foreign earnings
|
342
|
|
|
296
|
|
||
Total deferred tax liabilities
|
43,210
|
|
|
46,585
|
|
||
Net deferred asset
|
$
|
28,380
|
|
|
$
|
42,013
|
|
|
December 31, 2016
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
2,109
|
|
|
$
|
2,109
|
|
|
2021 - Indefinite
|
State losses
|
16,351
|
|
|
13,350
|
|
|
2016 - 2035
|
||
Research credit
|
3,301
|
|
|
—
|
|
|
2028 - 2030
|
||
Alternative minimum tax credit
|
8,035
|
|
|
—
|
|
|
Indefinite
|
||
Total
|
$
|
29,796
|
|
|
$
|
15,459
|
|
|
|
|
December 31, 2015
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
915
|
|
|
$
|
915
|
|
|
2020 - Indefinite
|
State losses
|
11,098
|
|
|
7,605
|
|
|
2015 - 2034
|
||
Research credit
|
2,807
|
|
|
—
|
|
|
2027 - 2029
|
||
Alternative minimum tax credit
|
1,871
|
|
|
—
|
|
|
Indefinite
|
||
Total
|
$
|
16,691
|
|
|
$
|
8,520
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
4,870
|
|
|
$
|
3,466
|
|
|
$
|
7,848
|
|
Additions based on tax positions related to prior years
|
348
|
|
|
1,230
|
|
|
453
|
|
|||
Additions based on tax positions related to the current year
|
377
|
|
|
531
|
|
|
921
|
|
|||
Reductions due to settlements with taxing authorities
|
(2,190
|
)
|
|
(256
|
)
|
|
(4,701
|
)
|
|||
Reductions due to lapse of the applicable statute of limitations
|
(1,818
|
)
|
|
(101
|
)
|
|
(1,055
|
)
|
|||
Balance at December 31
|
$
|
1,587
|
|
|
$
|
4,870
|
|
|
$
|
3,466
|
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. Plans
|
|
|
|
|
|
|||
Weighted average discount rates for pension benefit obligation
|
3.60% - 4.00%
|
|
|
3.70% - 4.20%
|
|
|
3.45% - 3.95%
|
|
Weighted average discount rates for net periodic benefit cost
|
3.70% - 4.20%
|
|
|
3.45% - 3.95%
|
|
|
4.00% - 4.75%
|
|
Expected long-term rate of return on assets for net periodic benefit cost
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
Non-U.S. Plan
|
|
|
|
|
|
|||
Weighted average discount rates for pension benefit obligation
|
3.75
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
Weighted average discount rates for net periodic benefit cost
|
4.00
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
Rate of increase in compensation levels
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Expected long-term rate of return on assets for net periodic benefit cost
|
5.50
|
%
|
|
5.75
|
%
|
|
6.00
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. Plans
|
|
|
|
|
|
||||||
Interest cost
|
$
|
2,632
|
|
|
$
|
2,627
|
|
|
$
|
2,754
|
|
Expected return on plan assets
|
(4,860
|
)
|
|
(4,892
|
)
|
|
(4,689
|
)
|
|||
Amortization of actuarial loss
|
910
|
|
|
1,059
|
|
|
837
|
|
|||
Amortization of prior service cost
|
58
|
|
|
50
|
|
|
32
|
|
|||
Settlements
|
90
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension income
|
$
|
(1,170
|
)
|
|
$
|
(1,156
|
)
|
|
$
|
(1,066
|
)
|
|
|
|
|
|
|
||||||
Non-U.S. Plan
|
|
|
|
|
|
||||||
Interest cost
|
$
|
144
|
|
|
$
|
152
|
|
|
$
|
196
|
|
Expected return on plan assets
|
(248
|
)
|
|
(272
|
)
|
|
(296
|
)
|
|||
Amortization of actuarial loss
|
13
|
|
|
146
|
|
|
112
|
|
|||
Settlements
|
—
|
|
|
37
|
|
|
—
|
|
|||
Net periodic pension (income) expense
|
$
|
(91
|
)
|
|
$
|
63
|
|
|
$
|
12
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial loss
|
$
|
2,816
|
|
|
$
|
2,181
|
|
|
$
|
8,896
|
|
Amortization of actuarial loss
|
(910
|
)
|
|
(1,059
|
)
|
|
(837
|
)
|
|||
Current year prior service cost
|
—
|
|
|
147
|
|
|
360
|
|
|||
Amortization of prior service cost
|
(58
|
)
|
|
(50
|
)
|
|
(32
|
)
|
|||
Settlements
|
(90
|
)
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive loss
|
$
|
1,758
|
|
|
$
|
1,219
|
|
|
$
|
8,387
|
|
Non-U.S. Plan
|
|
|
|
|
|
||||||
Current year actuarial loss (gain)
|
$
|
318
|
|
|
$
|
(128
|
)
|
|
$
|
(94
|
)
|
Amortization of actuarial loss
|
(13
|
)
|
|
(146
|
)
|
|
(112
|
)
|
|||
Settlements
|
—
|
|
|
(37
|
)
|
|
—
|
|
|||
Total recognized in other comprehensive loss (income)
|
$
|
305
|
|
|
$
|
(311
|
)
|
|
$
|
(206
|
)
|
|
2016
|
|
2015
|
||||||||||||
|
U.S.
Plans
|
|
Non-U.S.
Plan
|
|
U.S. Plans
|
|
Non-U.S.
Plan
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
68,490
|
|
|
$
|
3,519
|
|
|
$
|
72,839
|
|
|
$
|
4,549
|
|
Interest cost
|
2,632
|
|
|
144
|
|
|
2,627
|
|
|
152
|
|
||||
Actuarial loss (gain)
|
2,145
|
|
|
430
|
|
|
(2,884
|
)
|
|
(146
|
)
|
||||
Benefits paid
|
(3,978
|
)
|
|
(176
|
)
|
|
(4,393
|
)
|
|
(146
|
)
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
104
|
|
|
—
|
|
|
(712
|
)
|
||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
||||
Intercompany transfers
|
(303
|
)
|
|
—
|
|
|
301
|
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
$
|
68,968
|
|
|
$
|
4,021
|
|
|
$
|
68,490
|
|
|
$
|
3,519
|
|
Accumulated benefit obligation at end of year
|
$
|
68,968
|
|
|
$
|
4,021
|
|
|
$
|
68,490
|
|
|
$
|
3,519
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
64,893
|
|
|
$
|
4,383
|
|
|
$
|
68,675
|
|
|
$
|
5,286
|
|
Actual return on plan assets
|
682
|
|
|
356
|
|
|
110
|
|
|
256
|
|
||||
Employer contributions
|
755
|
|
|
17
|
|
|
424
|
|
|
17
|
|
||||
Benefits paid
|
(3,978
|
)
|
|
(176
|
)
|
|
(4,393
|
)
|
|
(146
|
)
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
132
|
|
|
—
|
|
|
(852
|
)
|
||||
Settlements
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
||||
Intercompany transfers
|
(304
|
)
|
|
—
|
|
|
77
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
62,030
|
|
|
$
|
4,712
|
|
|
$
|
64,893
|
|
|
$
|
4,383
|
|
Funded status at end of year
|
$
|
(6,938
|
)
|
|
$
|
691
|
|
|
$
|
(3,597
|
)
|
|
$
|
864
|
|
Amounts recognized in the balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
5,140
|
|
|
$
|
691
|
|
|
$
|
4,261
|
|
|
$
|
864
|
|
Current liabilities
|
(721
|
)
|
|
—
|
|
|
(1,016
|
)
|
|
—
|
|
||||
Non-current liabilities
|
(11,357
|
)
|
|
—
|
|
|
(6,842
|
)
|
|
—
|
|
||||
|
$
|
(6,938
|
)
|
|
$
|
691
|
|
|
$
|
(3,597
|
)
|
|
$
|
864
|
|
Components of accumulated other comprehensive loss (income) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
29,857
|
|
|
$
|
1,029
|
|
|
$
|
28,041
|
|
|
$
|
737
|
|
Prior service cost
|
996
|
|
|
—
|
|
|
1,054
|
|
|
—
|
|
||||
Deferred taxes
|
(11,957
|
)
|
|
(327
|
)
|
|
(11,324
|
)
|
|
(250
|
)
|
||||
Currency differences
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
(102
|
)
|
||||
|
$
|
18,896
|
|
|
$
|
613
|
|
|
$
|
17,771
|
|
|
$
|
385
|
|
|
U.S. Plans
|
|
Non-U.S. Plan
|
||||
2017
|
$
|
4,761
|
|
|
$
|
172
|
|
2018
|
4,564
|
|
|
170
|
|
||
2019
|
4,552
|
|
|
177
|
|
||
2020
|
4,806
|
|
|
187
|
|
||
2021
|
4,694
|
|
|
199
|
|
||
2022 - 2026
|
22,831
|
|
|
1,187
|
|
||
|
$
|
46,208
|
|
|
$
|
2,092
|
|
|
2016
Actual Allocation |
|
2015
Actual Allocation |
|
Target Allocation
Range
|
||
U.S. equity securities
|
45.8
|
%
|
|
52.1
|
%
|
|
36.0% - 54.0%
|
Non-U.S. equity securities
|
19.7
|
%
|
|
12.3
|
%
|
|
16.0% - 24.0%
|
Fixed income securities
|
33.7
|
%
|
|
35.1
|
%
|
|
30.0% - 40.0%
|
Money market
|
0.8
|
%
|
|
0.5
|
%
|
|
0.0% - 10.0%
|
|
2016
Actual Allocation |
|
2015
Actual Allocation |
|
Target Allocation
Range
|
||
Canadian equity securities
|
32.7
|
%
|
|
28.9
|
%
|
|
25.0% - 35.0%
|
Non-Canadian equity securities
|
32.1
|
%
|
|
30.6
|
%
|
|
25.0% - 35.0%
|
Fixed income securities
|
35.2
|
%
|
|
40.5
|
%
|
|
30.0% - 50.0%
|
Cash and cash equivalents
|
—
|
%
|
|
—
|
%
|
|
0.0% - 5.0%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
U.S. equity securities
|
$
|
28,428
|
|
|
$
|
33,799
|
|
|
$
|
777
|
|
|
$
|
670
|
|
Non-U.S. equity securities
|
12,197
|
|
|
8,003
|
|
|
2,275
|
|
|
1,939
|
|
||||
Fixed income securities
|
20,930
|
|
|
22,787
|
|
|
1,660
|
|
|
1,774
|
|
||||
Money market
|
475
|
|
|
304
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
62,030
|
|
|
$
|
64,893
|
|
|
$
|
4,712
|
|
|
$
|
4,383
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average discount rates for benefit obligation
|
3.40
|
%
|
|
3.40
|
%
|
|
3.25
|
%
|
Weighted average discount rates for net periodic benefit cost
|
3.25
|
%
|
|
3.25
|
%
|
|
3.85
|
%
|
Health care cost trend rate assumed for next year
|
7.3
|
%
|
|
7.3
|
%
|
|
7.0
|
%
|
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
|
2025
|
|
|
2022
|
|
|
1-Percentage-Point
Increase
|
|
1-Percentage-Point
Decrease
|
||||
Effect on total of service and interest cost
|
$
|
16
|
|
|
$
|
(14
|
)
|
Effect on postretirement benefit obligation
|
$
|
223
|
|
|
$
|
(208
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
70
|
|
|
$
|
70
|
|
|
$
|
70
|
|
Interest cost
|
116
|
|
|
113
|
|
|
118
|
|
|||
Amortization of actuarial loss
|
132
|
|
|
91
|
|
|
66
|
|
|||
Amortization of prior service credit
|
(107
|
)
|
|
(107
|
)
|
|
(107
|
)
|
|||
Net periodic benefit expense
|
$
|
211
|
|
|
$
|
167
|
|
|
$
|
147
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current year actuarial (gain) loss
|
$
|
(25
|
)
|
|
$
|
226
|
|
|
$
|
613
|
|
Amortization of actuarial loss
|
(132
|
)
|
|
(91
|
)
|
|
(66
|
)
|
|||
Amortization of prior service credit
|
107
|
|
|
107
|
|
|
107
|
|
|||
Total recognized in other comprehensive income
|
$
|
(50
|
)
|
|
$
|
242
|
|
|
$
|
654
|
|
|
2016
|
|
2015
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
3,466
|
|
|
$
|
3,534
|
|
Service cost
|
70
|
|
|
70
|
|
||
Interest cost
|
116
|
|
|
113
|
|
||
Actuarial loss
|
(25
|
)
|
|
226
|
|
||
Benefits paid
|
(416
|
)
|
|
(477
|
)
|
||
Benefit obligation at end of year
|
$
|
3,211
|
|
|
$
|
3,466
|
|
Funded status at end of year
|
$
|
(3,211
|
)
|
|
$
|
(3,466
|
)
|
Amounts recognized in the balance sheets consist of:
|
|
|
|
||||
Current liabilities
|
$
|
(294
|
)
|
|
$
|
(262
|
)
|
Noncurrent liabilities
|
(2,917
|
)
|
|
(3,204
|
)
|
||
|
$
|
(3,211
|
)
|
|
$
|
(3,466
|
)
|
Components of accumulated other comprehensive loss (income) consist of:
|
|
|
|
||||
Actuarial loss
|
$
|
983
|
|
|
$
|
1,140
|
|
Prior service credit
|
(95
|
)
|
|
(202
|
)
|
||
Deferred taxes
|
284
|
|
|
263
|
|
||
|
$
|
1,172
|
|
|
$
|
1,201
|
|
2017
|
$
|
294
|
|
2018
|
306
|
|
|
2019
|
317
|
|
|
2020
|
370
|
|
|
2021
|
354
|
|
|
2022 - 2026
|
1,358
|
|
|
|
$
|
2,999
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
NACoal
|
$
|
111,081
|
|
|
$
|
147,998
|
|
|
$
|
172,702
|
|
HBB
|
605,170
|
|
|
620,977
|
|
|
559,683
|
|
|||
KC
|
144,351
|
|
|
150,988
|
|
|
168,545
|
|
|||
Eliminations
|
(4,164
|
)
|
|
(4,103
|
)
|
|
(4,148
|
)
|
|||
Total
|
$
|
856,438
|
|
|
$
|
915,860
|
|
|
$
|
896,782
|
|
Gross profit (loss)
|
|
|
|
|
|
||||||
NACoal
|
$
|
12,341
|
|
|
$
|
(10,816
|
)
|
|
$
|
(3,139
|
)
|
HBB
|
128,414
|
|
|
123,139
|
|
|
117,570
|
|
|||
KC
|
65,391
|
|
|
67,000
|
|
|
71,621
|
|
|||
NACCO and Other
|
(259
|
)
|
|
(416
|
)
|
|
(461
|
)
|
|||
Eliminations
|
(34
|
)
|
|
589
|
|
|
(519
|
)
|
|||
Total
|
$
|
205,853
|
|
|
$
|
179,496
|
|
|
$
|
185,072
|
|
Selling, general and administrative expenses, including Amortization of intangible assets
|
|
|
|
|
|
||||||
NACoal
|
$
|
44,347
|
|
|
$
|
38,867
|
|
|
$
|
36,147
|
|
HBB
|
85,406
|
|
|
88,336
|
|
|
81,798
|
|
|||
KC
|
65,014
|
|
|
66,864
|
|
|
79,056
|
|
|||
NACCO and Other
|
7,020
|
|
|
3,845
|
|
|
4,996
|
|
|||
Total
|
$
|
201,787
|
|
|
$
|
197,912
|
|
|
$
|
201,997
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating profit (loss)
|
|
|
|
|
|
||||||
NACoal
|
$
|
5,619
|
|
|
$
|
521
|
|
|
$
|
(89,030
|
)
|
HBB
|
43,033
|
|
|
34,801
|
|
|
35,772
|
|
|||
KC
|
376
|
|
|
165
|
|
|
(7,075
|
)
|
|||
NACCO and Other
|
(7,278
|
)
|
|
(4,248
|
)
|
|
(5,456
|
)
|
|||
Eliminations
|
(35
|
)
|
|
588
|
|
|
(520
|
)
|
|||
Total
|
$
|
41,715
|
|
|
$
|
31,827
|
|
|
$
|
(66,309
|
)
|
Interest expense
|
|
|
|
|
|
||||||
NACoal
|
$
|
4,317
|
|
|
$
|
4,961
|
|
|
$
|
6,034
|
|
HBB
|
1,165
|
|
|
1,831
|
|
|
1,137
|
|
|||
KC
|
209
|
|
|
131
|
|
|
367
|
|
|||
NACCO and Other
|
1
|
|
|
1
|
|
|
28
|
|
|||
Total
|
$
|
5,692
|
|
|
$
|
6,924
|
|
|
$
|
7,566
|
|
Interest income
|
|
|
|
|
|
||||||
NACoal
|
$
|
(177
|
)
|
|
$
|
(416
|
)
|
|
$
|
(823
|
)
|
HBB
|
—
|
|
|
(56
|
)
|
|
(4
|
)
|
|||
NACCO and Other
|
(19
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Total
|
$
|
(196
|
)
|
|
$
|
(474
|
)
|
|
$
|
(831
|
)
|
Other (income) expense, including asset retirement obligations
|
|
|
|
|
|
||||||
NACoal
|
$
|
1,447
|
|
|
$
|
(1,683
|
)
|
|
$
|
44
|
|
HBB
|
770
|
|
|
1,526
|
|
|
1,136
|
|
|||
KC
|
67
|
|
|
86
|
|
|
65
|
|
|||
NACCO and Other
|
(535
|
)
|
|
649
|
|
|
2,284
|
|
|||
Total
|
$
|
1,749
|
|
|
$
|
578
|
|
|
$
|
3,529
|
|
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
NACoal
|
$
|
(8,212
|
)
|
|
$
|
(7,960
|
)
|
|
$
|
(43,308
|
)
|
HBB
|
14,541
|
|
|
11,751
|
|
|
10,359
|
|
|||
KC
|
455
|
|
|
368
|
|
|
(2,904
|
)
|
|||
NACCO and Other
|
(1,909
|
)
|
|
(1,550
|
)
|
|
(2,420
|
)
|
|||
Eliminations
|
(12
|
)
|
|
206
|
|
|
(182
|
)
|
|||
Total
|
$
|
4,863
|
|
|
$
|
2,815
|
|
|
$
|
(38,455
|
)
|
Net Income (loss)
|
|
|
|
|
|
|
|
|
|||
NACoal
|
$
|
8,244
|
|
|
$
|
5,619
|
|
|
$
|
(50,977
|
)
|
HBB
|
26,557
|
|
|
19,749
|
|
|
23,144
|
|
|||
KC
|
(355
|
)
|
|
(420
|
)
|
|
(4,603
|
)
|
|||
NACCO and Other
|
(4,816
|
)
|
|
(3,346
|
)
|
|
(5,344
|
)
|
|||
Eliminations
|
(23
|
)
|
|
382
|
|
|
(338
|
)
|
|||
Total
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total assets
|
|
|
|
|
|
||||||
NACoal
|
$
|
287,011
|
|
|
$
|
303,138
|
|
|
$
|
389,964
|
|
HBB
|
257,167
|
|
|
253,874
|
|
|
270,265
|
|
|||
KC
|
54,004
|
|
|
56,177
|
|
|
56,260
|
|
|||
NACCO and Other
|
109,022
|
|
|
64,069
|
|
|
96,918
|
|
|||
Eliminations
|
(39,183
|
)
|
|
(21,850
|
)
|
|
(42,887
|
)
|
|||
Total
|
$
|
668,021
|
|
|
$
|
655,408
|
|
|
$
|
770,520
|
|
Depreciation, depletion and amortization
|
|
|
|
|
|
||||||
NACoal
|
$
|
12,682
|
|
|
$
|
17,067
|
|
|
$
|
22,003
|
|
HBB
|
4,681
|
|
|
4,750
|
|
|
2,693
|
|
|||
KC
|
1,545
|
|
|
1,558
|
|
|
3,048
|
|
|||
NACCO and Other
|
368
|
|
|
305
|
|
|
326
|
|
|||
Total
|
$
|
19,276
|
|
|
$
|
23,680
|
|
|
$
|
28,070
|
|
Capital expenditures, excluding acquisitions of business
|
|
|
|
|
|
||||||
NACoal
|
$
|
10,109
|
|
|
$
|
4,116
|
|
|
$
|
51,228
|
|
HBB
|
4,814
|
|
|
4,365
|
|
|
4,516
|
|
|||
KC
|
1,188
|
|
|
1,806
|
|
|
1,193
|
|
|||
NACCO and Other
|
56
|
|
|
328
|
|
|
563
|
|
|||
Total
|
$
|
16,167
|
|
|
$
|
10,615
|
|
|
$
|
57,500
|
|
|
United
States
|
|
Other
|
|
Consolidated
|
||||||
2016
|
|
|
|
|
|
||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
737,448
|
|
|
$
|
118,990
|
|
|
$
|
856,438
|
|
Long-lived assets
|
$
|
157,022
|
|
|
$
|
5,082
|
|
|
$
|
162,104
|
|
2015
|
|
|
|
|
|
||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
795,071
|
|
|
$
|
120,789
|
|
|
$
|
915,860
|
|
Long-lived assets
|
$
|
151,618
|
|
|
$
|
5,564
|
|
|
$
|
157,182
|
|
2014
|
|
|
|
|
|
||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
779,890
|
|
|
$
|
116,892
|
|
|
$
|
896,782
|
|
Long-lived assets
|
$
|
182,116
|
|
|
$
|
5,780
|
|
|
$
|
187,896
|
|
|
2016
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
NACoal
|
$
|
30,287
|
|
|
$
|
23,089
|
|
|
$
|
32,402
|
|
|
$
|
25,303
|
|
HBB
|
115,740
|
|
|
127,054
|
|
|
157,264
|
|
|
205,112
|
|
||||
KC
|
28,383
|
|
|
28,634
|
|
|
32,895
|
|
|
54,439
|
|
||||
Eliminations
|
(989
|
)
|
|
(770
|
)
|
|
(1,769
|
)
|
|
(636
|
)
|
||||
|
$
|
173,421
|
|
|
$
|
178,007
|
|
|
$
|
220,792
|
|
|
$
|
284,218
|
|
Gross profit
|
$
|
40,005
|
|
|
$
|
40,529
|
|
|
$
|
51,708
|
|
|
$
|
73,611
|
|
Earnings of unconsolidated mines
|
$
|
12,648
|
|
|
$
|
13,035
|
|
|
$
|
15,102
|
|
|
$
|
14,453
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
||||||||
NACoal
(1)(2)
|
$
|
9,742
|
|
|
$
|
4,823
|
|
|
$
|
(10,912
|
)
|
|
$
|
1,966
|
|
HBB
|
67
|
|
|
4,696
|
|
|
14,399
|
|
|
23,871
|
|
||||
KC
|
(2,890
|
)
|
|
(3,011
|
)
|
|
(921
|
)
|
|
7,198
|
|
||||
NACCO and Other
|
(1,441
|
)
|
|
(1,297
|
)
|
|
(1,867
|
)
|
|
(2,673
|
)
|
||||
Eliminations
|
(66
|
)
|
|
(1
|
)
|
|
—
|
|
|
32
|
|
||||
|
$
|
5,412
|
|
|
$
|
5,210
|
|
|
$
|
699
|
|
|
$
|
30,394
|
|
|
|
|
|
|
|
|
|
||||||||
NACoal
|
$
|
8,253
|
|
|
$
|
3,324
|
|
|
$
|
(12,677
|
)
|
|
$
|
9,344
|
|
HBB
|
(261
|
)
|
|
2,934
|
|
|
9,511
|
|
|
14,373
|
|
||||
KC
|
(1,868
|
)
|
|
(1,954
|
)
|
|
(717
|
)
|
|
4,184
|
|
||||
NACCO and Other
|
(1,067
|
)
|
|
(1,118
|
)
|
|
(1,526
|
)
|
|
(1,105
|
)
|
||||
Eliminations
|
(2,255
|
)
|
|
(70
|
)
|
|
4,967
|
|
|
(2,665
|
)
|
||||
Net income (loss)
|
$
|
2,802
|
|
|
$
|
3,116
|
|
|
$
|
(442
|
)
|
|
$
|
24,131
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.41
|
|
|
$
|
0.45
|
|
|
$
|
(0.07
|
)
|
|
$
|
3.56
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.41
|
|
|
$
|
0.45
|
|
|
$
|
(0.07
|
)
|
|
$
|
3.53
|
|
|
2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
NACoal
|
$
|
41,319
|
|
|
$
|
37,942
|
|
|
$
|
42,704
|
|
|
$
|
26,033
|
|
HBB
|
123,293
|
|
|
129,498
|
|
|
163,291
|
|
|
204,895
|
|
||||
KC
|
29,967
|
|
|
29,782
|
|
|
34,708
|
|
|
56,531
|
|
||||
Eliminations
|
(845
|
)
|
|
(722
|
)
|
|
(1,596
|
)
|
|
(940
|
)
|
||||
|
$
|
193,734
|
|
|
$
|
196,500
|
|
|
$
|
239,107
|
|
|
$
|
286,519
|
|
Gross profit
|
$
|
38,189
|
|
|
$
|
35,381
|
|
|
$
|
42,215
|
|
|
$
|
63,711
|
|
Earnings of unconsolidated mines
|
$
|
12,553
|
|
|
$
|
12,076
|
|
|
$
|
12,234
|
|
|
$
|
11,569
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
||||||||
NACoal
(1)
|
$
|
5,207
|
|
|
$
|
2,382
|
|
|
$
|
(4,010
|
)
|
|
$
|
(3,058
|
)
|
HBB
|
2,188
|
|
|
2,880
|
|
|
11,643
|
|
|
18,090
|
|
||||
KC
|
(3,045
|
)
|
|
(2,972
|
)
|
|
(843
|
)
|
|
7,025
|
|
||||
NACCO and Other
|
(1,289
|
)
|
|
(836
|
)
|
|
(1,142
|
)
|
|
(981
|
)
|
||||
Eliminations
|
180
|
|
|
(166
|
)
|
|
112
|
|
|
462
|
|
||||
|
$
|
3,241
|
|
|
$
|
1,288
|
|
|
$
|
5,760
|
|
|
$
|
21,538
|
|
|
|
|
|
|
|
|
|
||||||||
NACoal
|
$
|
4,547
|
|
|
$
|
4,199
|
|
|
$
|
(5,345
|
)
|
|
$
|
2,218
|
|
HBB
|
618
|
|
|
1,618
|
|
|
6,378
|
|
|
11,135
|
|
||||
KC
|
(1,893
|
)
|
|
(1,847
|
)
|
|
(550
|
)
|
|
3,870
|
|
||||
NACCO and Other
|
(1,239
|
)
|
|
(697
|
)
|
|
(774
|
)
|
|
(636
|
)
|
||||
Eliminations
|
(1,006
|
)
|
|
(3,548
|
)
|
|
3,432
|
|
|
1,504
|
|
||||
Net income (loss)
|
$
|
1,027
|
|
|
$
|
(275
|
)
|
|
$
|
3,141
|
|
|
$
|
18,091
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.45
|
|
|
$
|
2.65
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.14
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.45
|
|
|
$
|
2.63
|
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57,917
|
|
|
$
|
22,506
|
|
Current intercompany accounts receivable, net
|
—
|
|
|
2,555
|
|
||
Other current assets
|
2,518
|
|
|
1,241
|
|
||
Investment in subsidiaries
|
|
|
|
||||
HBB
|
44,057
|
|
|
51,377
|
|
||
KC
|
21,394
|
|
|
31,750
|
|
||
NACoal
|
105,645
|
|
|
108,381
|
|
||
Other
|
14,463
|
|
|
13,516
|
|
||
|
185,559
|
|
|
205,024
|
|
||
Property, plant and equipment, net
|
935
|
|
|
1,276
|
|
||
Other non-current assets
|
13,870
|
|
|
8,534
|
|
||
Total Assets
|
$
|
260,799
|
|
|
$
|
241,136
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
$
|
7,055
|
|
|
$
|
6,323
|
|
Current intercompany accounts payable, net
|
1,406
|
|
|
—
|
|
||
Note payable to Bellaire
|
18,100
|
|
|
18,700
|
|
||
Other non-current liabilities
|
13,945
|
|
|
14,975
|
|
||
Stockholders’ equity
|
220,293
|
|
|
201,138
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
260,799
|
|
|
$
|
241,136
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
649,050
|
|
|
$
|
608,349
|
|
|
$
|
579,031
|
|
Gross profit
|
$
|
80,068
|
|
|
$
|
71,727
|
|
|
$
|
74,244
|
|
Income before income taxes
|
$
|
54,857
|
|
|
$
|
49,641
|
|
|
$
|
48,592
|
|
Net income
|
$
|
40,590
|
|
|
$
|
39,181
|
|
|
$
|
37,067
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
160,554
|
|
|
$
|
160,498
|
|
|
|
||
Non-current assets
|
$
|
901,221
|
|
|
$
|
913,402
|
|
|
|
||
Current liabilities
|
$
|
127,361
|
|
|
$
|
129,126
|
|
|
|
||
Non-current liabilities
|
$
|
929,774
|
|
|
$
|
940,782
|
|
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57,917
|
|
|
$
|
22,506
|
|
Current intercompany accounts receivable, net
|
—
|
|
|
2,555
|
|
||
Other current assets
|
2,518
|
|
|
1,241
|
|
||
Investment in subsidiaries
|
|
|
|
||||
HBB
|
44,057
|
|
|
51,377
|
|
||
KC
|
21,394
|
|
|
31,750
|
|
||
NACoal
|
105,645
|
|
|
108,381
|
|
||
Other
|
14,463
|
|
|
13,516
|
|
||
|
185,559
|
|
|
205,024
|
|
||
Property, plant and equipment, net
|
935
|
|
|
1,276
|
|
||
Other non-current assets
|
13,870
|
|
|
8,534
|
|
||
Total Assets
|
$
|
260,799
|
|
|
$
|
241,136
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
$
|
7,055
|
|
|
$
|
6,323
|
|
Current intercompany accounts payable, net
|
1,406
|
|
|
—
|
|
||
Note payable to Bellaire
|
18,100
|
|
|
18,700
|
|
||
Other non-current liabilities
|
13,945
|
|
|
14,975
|
|
||
Stockholders’ equity
|
220,293
|
|
|
201,138
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
260,799
|
|
|
$
|
241,136
|
|
|
Year Ended December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
(Income) expense:
|
|
|
|
|
|
||||||
Intercompany interest expense
|
$
|
1,285
|
|
|
$
|
1,309
|
|
|
$
|
1,305
|
|
Other, net
|
(332
|
)
|
|
(270
|
)
|
|
(276
|
)
|
|||
|
953
|
|
|
1,039
|
|
|
1,029
|
|
|||
Administrative and general expenses
|
6,881
|
|
|
3,704
|
|
|
4,862
|
|
|||
Loss before income taxes
|
(7,834
|
)
|
|
(4,743
|
)
|
|
(5,891
|
)
|
|||
Income tax benefit
|
(2,295
|
)
|
|
(1,496
|
)
|
|
(1,764
|
)
|
|||
Net loss before equity in earnings of subsidiaries
|
(5,539
|
)
|
|
(3,247
|
)
|
|
(4,127
|
)
|
|||
Equity in earnings of subsidiaries
|
35,146
|
|
|
25,231
|
|
|
(33,991
|
)
|
|||
Net income (loss)
|
29,607
|
|
|
21,984
|
|
|
(38,118
|
)
|
|||
Foreign currency translation adjustment
|
(2,078
|
)
|
|
(2,756
|
)
|
|
(1,896
|
)
|
|||
Deferred gain on available for sale securities, net of tax
|
413
|
|
|
17
|
|
|
442
|
|
|||
Current period cash flow hedging activity, net of $73 tax benefit in 2016, $357 tax benefit in 2015 and $838 tax benefit in 2014
|
(252
|
)
|
|
(577
|
)
|
|
(1,518
|
)
|
|||
Reclassification of hedging activities into earnings, net of $419 tax benefit in 2016, $191 tax benefit in 2015 and $489 tax benefit in 2014
|
757
|
|
|
409
|
|
|
898
|
|
|||
Current period pension and postretirement plan adjustment, net of $1,098 tax benefit in 2016, $1,222 tax benefit in 2015 and $3,292 tax benefit in 2014
|
(2,011
|
)
|
|
(1,204
|
)
|
|
(6,483
|
)
|
|||
Reclassification of pension and postretirement adjustments into earnings, net of $408 tax benefit in 2016, $420 tax benefit in 2015 and $313 tax benefit in 2014
|
688
|
|
|
856
|
|
|
627
|
|
|||
Total other comprehensive loss
|
(2,483
|
)
|
|
(3,255
|
)
|
|
(7,930
|
)
|
|||
Comprehensive Income (loss)
|
$
|
27,124
|
|
|
$
|
18,729
|
|
|
$
|
(46,048
|
)
|
|
Year Ended December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
29,607
|
|
|
$
|
21,984
|
|
|
$
|
(38,118
|
)
|
Equity in earnings of subsidiaries
|
35,146
|
|
|
25,231
|
|
|
(33,991
|
)
|
|||
Parent company only net loss
|
(5,539
|
)
|
|
(3,247
|
)
|
|
(4,127
|
)
|
|||
Net changes related to operating activities
|
2,684
|
|
|
(11,015
|
)
|
|
5,710
|
|
|||
Net cash provided by (used for) operating activities
|
(2,855
|
)
|
|
(14,262
|
)
|
|
1,583
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(25
|
)
|
|
(328
|
)
|
|
(103
|
)
|
|||
Net cash used for investing activities
|
(25
|
)
|
|
(328
|
)
|
|
(103
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Cash dividends received from subsidiaries
|
52,200
|
|
|
15,000
|
|
|
22,300
|
|
|||
Notes payable to Bellaire
|
(600
|
)
|
|
—
|
|
|
(1,750
|
)
|
|||
Capital contributions to subsidiaries
|
—
|
|
|
—
|
|
|
(19,800
|
)
|
|||
Purchase of treasury shares
|
(6,044
|
)
|
|
(24,010
|
)
|
|
(35,075
|
)
|
|||
Cash dividends paid
|
(7,262
|
)
|
|
(7,296
|
)
|
|
(7,755
|
)
|
|||
Other
|
(3
|
)
|
|
(13
|
)
|
|
(20
|
)
|
|||
Net cash used for financing activities
|
38,291
|
|
|
(16,319
|
)
|
|
(42,100
|
)
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Decrease for the period
|
35,411
|
|
|
(30,909
|
)
|
|
(40,620
|
)
|
|||
Balance at the beginning of the period
|
22,506
|
|
|
53,415
|
|
|
94,035
|
|
|||
Balance at the end of the period
|
$
|
57,917
|
|
|
$
|
22,506
|
|
|
$
|
53,415
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
— Describe
|
|
Deductions
— Describe
|
|
Balance at
End of
Period (C)
|
||||||||||||
(In thousands)
|
||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,404
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
(A)
|
|
$
|
2,385
|
|
Allowance for discounts, adjustments and returns
|
|
$
|
17,397
|
|
|
$
|
21,692
|
|
|
$
|
241
|
|
|
$
|
24,680
|
|
|
(B)
|
|
$
|
14,650
|
|
Deferred tax valuation allowances
|
|
$
|
11,723
|
|
|
$
|
2,750
|
|
|
$
|
22
|
|
|
—
|
|
|
|
|
$
|
14,495
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,731
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
345
|
|
|
(A)
|
|
$
|
2,404
|
|
Allowance for discounts, adjustments and returns
|
|
$
|
15,048
|
|
|
$
|
25,150
|
|
|
$
|
1,587
|
|
|
$
|
24,388
|
|
|
(B)
|
|
$
|
17,397
|
|
Deferred tax valuation allowances
|
|
$
|
8,521
|
|
|
$
|
2,699
|
|
|
$
|
503
|
|
|
$
|
—
|
|
|
|
|
$
|
11,723
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
846
|
|
|
$
|
2,035
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
(A)
|
|
$
|
2,731
|
|
Allowance for discounts, adjustments and returns
|
|
$
|
12,859
|
|
|
$
|
23,629
|
|
|
$
|
—
|
|
|
$
|
21,440
|
|
|
(B)
|
|
$
|
15,048
|
|
Deferred tax valuation allowances
|
|
$
|
2,280
|
|
|
$
|
6,239
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
|
$
|
8,521
|
|
(A)
|
Write-offs, net of recoveries.
|
(B)
|
Payments and customer deductions for product returns, discounts and allowances.
|
(C)
|
Balances which are not required to be presented and those which are immaterial have been omitted.
|
3.1(i)
|
|
Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
|
3.1(ii)
|
|
Amended and Restated By-laws of the Company are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 18, 2014, Commission File Number 1-9172.
|
4.1
|
|
The Company by this filing agrees, upon request, to file with the Securities and Exchange Commission the instruments defining the rights of holders of long-term debt of the Company and its subsidiaries where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
|
4.2
|
|
The Mortgage and Security Agreement, dated April 8, 1976, between The Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and United Power Association (collectively, as Mortgagee) is incorporated herein by reference to Exhibit 4(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
|
4.3
|
|
Amendment No. 1 to the Mortgage and Security Agreement, dated as of December 15, 1993, between Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and United Power Association (collectively, as Mortgagee) is incorporated herein by reference to Exhibit 4(iii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File Number 1-9172.
|
4.4
|
|
Amended and Restated Stockholders' Agreement, dated as of September 28, 2012, amongst the signatories thereto, NACCO Industries, Inc., as depository, and NACCO Industries, Inc. is incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on October 4, 2012, Commission File Number 1-9172.
|
4.5
|
|
First Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 16, 2016, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc., is incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Commission File Number 1-9172.
|
4.6
|
|
Second Amendment to the Amended and Restated Stockholders' Agreement, dated as of February 14, 2017, among the signatories thereto, the New Participating Stockholders (as defined therein), NACCO Industries, Inc., as depository, and NACCO Industries, Inc.**
|
10.1*
|
|
The NACCO Industries, Inc. 1975 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.2*
|
|
Form of Incentive Stock Option Agreement for incentive stock options granted after 1986 under the NACCO Industries, Inc. 1975 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.3*
|
|
Form of Non-Qualified Stock Option Agreement under the NACCO Industries, Inc. 1975 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(iv) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.4*
|
|
The NACCO Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.5*
|
|
Form of Non-Qualified Stock Option Agreement under the NACCO Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.6*
|
|
Form of Incentive Stock Option Agreement for incentive stock options granted after 1986 under the NACCO Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference to Exhibit 10(viii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
|
10.7*
|
|
NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (Amended and Restated March 1, 2012) is incorporated herein by reference to Appendix B to NACCO's Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172.
|
10.8*
|
|
NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated March 1, 2012) is incorporated herein by reference to Appendix A to NACCO's Definitive Proxy Statement, filed by the Company on March 16, 2012, Commission File Number 1-9172.
|
10.9*
|
|
NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated May 11, 2011) is incorporated herein by reference to Appendix A to NACCO's Definitive Proxy Statement, filed by the Company on March 18, 2011, Commission File Number 1-9172.
|
10.10*
|
|
NACCO Industries, Inc. Executive Excess Retirement Plan (Effective as of September 28, 2012) is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
|
10.11*
|
|
Amendment No. 1 to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2012) is incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
|
10.12*
|
|
Form of Award Agreement for the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan is incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172.
|
10.13*
|
|
Form of Cashless Exercise Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.14*
|
|
Form of Non-Cashless Exercise Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.15
|
|
Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc is incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.16
|
|
Tax Allocation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.17*
|
|
NACCO Industries, Inc. Annual Incentive Compensation Plan (Effective as of September 28, 2012) is incorporated herin by reference to Appendix A to NACCO's Definitive Proxy Statement, filed by the Company on March 22, 2013, Commission File Number 1-9172.
|
10.18*
|
|
The Retirement Benefit Plan for Alfred M. Rankin, Jr. (Amended and Restated Effective as of January 1, 2014) is incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 8-K, filed by the Company on February 14, 2014, Commission File Number 1-9172.
|
10.19*
|
|
NACCO Industries, Inc. Unfunded Benefit Plan (Amended and Restated Effective as of January 1, 2014) is incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 8-K, filed by the Company on February 14, 2014, Commission File Number 1-9172.
|
10.20*
|
|
The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
|
10.21*
|
|
The North American Coal Corporation Long-Term Incentive Compensation Plan (Effective as of January 1, 2016) is is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on May 11, 2016, Commission File Number 1-9172.
|
10.22*
|
|
Amendment No. 1 to The North America Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Commission File Number 1-9172.
|
10.23*
|
|
The North American Coal Corporation Annual Incentive Compensation Plan (Amended and Restated Effective March 1, 2015) is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed by the Company on May 18, 2015, Commission File Number 1-9172.
|
10.24*
|
|
Amendment No. 2 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, Commission File Number 1-9172.
|
10.25
|
|
Share and Membership Interest Purchase Agreement by and among TRU Energy Services, LLC, as Buyer, the sellers party thereto, and the trustees and beneficiaries party thereto dated as of August 31, 2012 is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on September 5, 2012, Commission File Number 1-9172.
|
10.26
|
|
Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1990, is incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.27
|
|
First Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of June 1, 1994, is incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.28
|
|
Second Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1997, is incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.29
|
|
Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of January 1, 1990, is incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.30
|
|
First Amendment to the Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of June 1, 1994, is incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.31
|
|
Lignite Sales Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of April 1, 1998, is incorporated herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.32
|
|
First Amendment to Lignite Sales Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of August 30, 2016, is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on November 1, 2016, Commission File Number 1-9172.+
|
10.33
|
|
Pay Scale Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of September 29, 2005, is incorporated herein by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.34
|
|
Consent and Agreement by and among Mississippi Lignite Mining Company, Choctaw Generation Limited Partnership, SE Choctaw L.L.C. and Citibank, N.A., dated as of December 20, 2002, is incorporated herein by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.35
|
|
Second Restatement of Coal Sales Agreement by and between The Falkirk Mining Company and Great River Energy, dated as of January 1, 2007, is incorporated herein by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.36
|
|
Amendment No. 1 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of January 21, 2011, is incorporated herein by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.37
|
|
Amendment No. 2 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of March 1, 2014, is incorporated herein by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Commission File Number 1-9172.
|
10.38
|
|
Restatement of Option Agreement by and among The Falkirk Mining Company, Cooperative Power Association, United Power Association, and the State of North Dakota, dated as of January 1, 1997, is incorporated herein by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.39
|
|
Third Restatement of Lignite Mining Agreement by and between The Sabine Mining Company and Southwestern Electric Power Company, dated as of January 1, 2008, is incorporated herein by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+
|
10.40
|
|
Amendment No. 1 to Third Restatement of Lignite Mining Agreement by and between The Sabine Mining Company and Southwestern Electric Power Company, dated as of October 18, 2013 is incorporated herein by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.41
|
|
Option Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981, is incorporated herein by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.42
|
|
Addendum to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981 is incorporated herein by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.43
|
|
Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of December 2, 1996, is incorporated herein by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.44
|
|
Second Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Regions Bank, dated as of January 1, 2008, is incorporated herein by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.45
|
|
Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company, Texas Commerce Bank-Longview, Nortex Mining Company and The Sabine Mining Company, dated as of June 30, 1988, is incorporated herein by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.46
|
|
Lignite Sales Agreement between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co. and Northwestern Corporation dated as of October 10, 2012 is incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed by the Company on March 6, 2013, Commission File Number 1-9172.++
|
10.47
|
|
First Amendment to Lignite Sales Agreement, dated as of January 30, 2014, 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 is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 8-K, filed by the Company on January 30, 2014, Commission File Number 1-9172.
|
10.48
|
|
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 is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on May 5, 2015, Commission File Number 1-9172.
|
10.49*
|
|
Amendment No. 3 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on October 1, 2013, Commission File Number 1-9172.
|
10.50*
|
|
Amendment No. 4 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.51*
|
|
Amendment No. 5 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008).
|
10.52*
|
|
Amendment No. 6 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008).**
|
10.53
|
|
Amended and Restated Credit Agreement by and among The North American Coal Corporation and the Lenders party thereto and PNC Capital Markets LLC, as Lead Arranger and Bookrunner, PNC Bank, National Association, as Administrative Agent, and KeyBank National Association and Regions Bank, as Co-Syndication Agents, dated as of November 22, 2013 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on November 27, 2013, Commission File Number 1-9172.
|
10.54
|
|
The North American Coal Corporation Excess Retirement Plan (Amended and Restated Effective January 1,
2016) is incorporated herein by reference to Exhibit 10.60 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Commission File Number 1-9172.
|
10.55
|
|
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 is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 5, 2015, Commission File Number 1-9172.
|
10.56
|
|
Credit Agreement, dated as of April 29, 2010, among The Kitchen Collection, Inc., the borrowers and guarantors thereto, Wells Fargo Retail Finance, LLC and the other lenders thereto is incorporated herein by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.57
|
|
First Amendment to Credit Agreement, dated as of August 7, 2012, among The Kitchen Collection, LLC, as successor to The Kitchen Collection, Inc., the borrowers and guarantors thereto, Wells Fargo Bank, National Association, as successor to Wells Fargo Retail Finance, LLC, and the other lenders thereto is incorporated herein by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.
|
10.58
|
|
Second Amendment to Credit Agreement, dated as of September 19, 2014, among The Kitchen Collection, LLC, as successor to The Kitchen Collection, Inc., the borrowers and guarantors thereto, Wells Fargo Bank, National Association, as successor to Wells Fargo Retail Finance, LLC, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on September 19, 2014, Commission File Number 1-9172.
|
10.59
|
|
Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Capital Finance, LLC, as Sole Lead Arranger and Sole Lead Bookrunner, the Lenders that are Parties thereto as the Lenders, Hamilton Beach Brands, Inc. (as US Borrower) and Hamilton Beach Brands Canada, Inc., (as Canadian Borrower) as Borrowers, dated as of May 31, 2012 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on June 6, 2012, Commission File Number 1-9172.
|
10.60
|
|
Amended and Restated Guaranty and Security Agreement, dated as of May 31, 2012, among Hamilton Beach Brands, Inc. and Hamilton Beach, Inc., as Grantors, and Wells Fargo Bank, National Association, as Administrative Agent is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed by the Company on June 6, 2012, Commission File Number 1-9172.
|
10.61
|
|
Amended and Restated Canadian Guarantee and Security Agreement, dated as of May 31, 2012, among Hamilton Beach Brands Canada, Inc., as Grantor, and Wells Fargo Bank, National Association, as Administrative Agent is incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed by the Company on June 6, 2012, Commission File Number 1-9172.
|
10.62
|
|
Amendment No.1 to Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, as Administrative Agent, the Lenders that are Parties Hereto as the Lenders, Hamilton Beach Brands, Inc. (as US Borrower) and Hamilton Beach Brands Canada, Inc., (as Canadian Borrower) as Borrowers, dated as of July 29, 2014, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on July 30, 2014, Commission File Number 1-9172.
|
10.63
|
|
Amendment No.2 to Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, as Administrative Agent, the Lenders that are Parties Hereto as the Lenders, Hamilton Beach Brands, Inc. (as US Borrower) and Hamilton Beach Brands Canada, Inc., (as Canadian Borrower) as Borrowers, dated as of November 20, 2014 is incorporated herein by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.64
|
|
Amendment No. 3 to Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, as Administrative Agent, the Lenders that are Parties Hereto as the Lenders, Hamilton Beach Brands, Inc. (as Parent) and Weston Brands, LLC (as Weston) (collectively referred to as US Borrowers) and Hamilton Beach Brands Canada, Inc. (as Canadian Borrower) dated December 23, 2015.
|
10.65
|
|
Amendment No. 4 to Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, as Administrative Agent, the Lenders that are Parties Hereto as the Lenders, Hamilton Beach Brands, Inc. (as Parent) and Weston Brands, LLC (as Weston) (collectively referred to as US Borrowers) and Hamilton Beach Brands Canada, Inc. (as Canadian Borrower) dated June 30, 2016, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, file by the Company on August 2, 2016, Commission File Number I-917.
|
10.66*
|
|
Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2015) is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed by the Company on May 18, 2015, Commission File Number 1-9172.
|
10.67*
|
|
The Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan (Effective January 1, 2014) is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on May 9, 2014, Commission File Number 1-9172.
|
10.68*
|
|
The Hamilton Beach Brands, Inc. Excess Retirement Plan (As Amended and Restated Effective January 1, 2015) is incorporated herein by reference to Exhibit 10.71 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172.
|
10.69*
|
|
Amendment No.1 to The Hamilton Beach Brands, Inc. Excess Retirement Plan (As Amended and Restated Effective January 1, 2015).
|
23.1
|
|
Consents of experts and counsel.
|
24.1
|
|
A copy of a power of attorney for John P. Jumper is attached hereto as Exhibit 24.1.
|
24.2
|
|
A copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24.2.
|
24.3
|
|
A copy of a power of attorney for Michael S. Miller is attached hereto as Exhibit 24.3.
|
24.4
|
|
A copy of a power of attorney for Richard de J. Osborne is attached hereto as Exhibit 24.4.
|
24.5
|
|
A copy of a power of attorney for James A. Ratner is attached hereto as Exhibit 24.5.
|
24.6
|
|
A copy of a power of attorney for Britton T. Taplin is attached hereto as Exhibit 24.6.
|
24.7
|
|
A copy of a power of attorney for David F. Taplin is attached hereto as Exhibit 24.7.
|
24.8
|
|
A copy of a power of attorney for David B.H. Williams is attached hereto as Exhibit 24.8.
|
31(i)(1)
|
|
Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit 31(i)(1).
|
31(i)(2)
|
|
Certification of Elizabeth I. Loveman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit 31(i)(2).
|
(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 is attached hereto as Exhibit 95.
|
(99)
|
|
Other exhibits not otherwise required to be filed. Audited Combined Financial Statements for The Unconsolidated Mines of the North American Coal Corporation, dated December 31, 2016, 2015 and 2014 with Report of Independent Auditors is attached hereto as Exhibit 99.**
|
|
|
|
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
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
Number of Shares of
Class B Common Stock
|
27.
|
The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
|
28.
|
The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
|
29.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
|
30.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
|
31.
|
The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
|
32.
|
The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
|
33.
|
The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
|
34.
|
The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
|
35.
|
The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr.
|
36.
|
The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
|
37.
|
The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
|
38.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
|
39.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
|
40.
|
Corbin Rankin
|
41.
|
Alison A. Rankin
|
42.
|
National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
|
43.
|
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
44.
|
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
45.
|
Rankin Associates II, L.P.
|
46.
|
John C. Butler, Jr.
|
47.
|
Clara Rankin Butler (by John C. Butler, Jr. as custodian)
|
48.
|
The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
|
49.
|
David B. H. Williams
|
50.
|
Griffin B. Butler (by John C. Butler, Jr. as Custodian)
|
51.
|
Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
|
52.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
|
53.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
|
54.
|
Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
|
55.
|
The Trust created under the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, for the benefit of Matthew M. Rankin
|
56.
|
Scott Seelbach
|
57.
|
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
|
58.
|
Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
|
59.
|
Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
|
60.
|
Clara Rankin Butler 2002 Trust, dated November 5, 2002
|
61.
|
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
|
62.
|
Elizabeth B. Rankin
|
63.
|
Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
|
64.
|
Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
|
65.
|
Helen Charles Williams (by David B.H. Williams as Custodian)
|
66.
|
Julia L. Rankin Kuipers
|
67.
|
Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin
|
68.
|
Thomas Parker Rankin
|
69.
|
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
|
70.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
|
71.
|
Rankin Associates IV, L.P.
|
72.
|
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
|
73.
|
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
|
74.
|
Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
|
75.
|
Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
|
76.
|
Lynne Turman Rankin
|
77.
|
Jacob A. Kuipers
|
78.
|
Alfred M. Rankin, Jr.'s 2011 Grantor Retained Annuity Trust
|
79.
|
Alfred M. Rankin, Jr. 2012 Retained Annuity Trust
|
80.
|
2012 Chloe O. Rankin Trust
|
81.
|
2012 Corbin K. Rankin Trust
|
82.
|
2012 Alison A. Rankin Trust
|
83.
|
2012 Helen R. Butler Trust
|
84.
|
2012 Clara R. Williams Trust
|
85.
|
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
|
86.
|
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
|
87.
|
William Alexander Rankin (by Matthew M. Rankin, as Custodian)
|
88.
|
Margaret Pollard Rankin (by James T. Rankin, as Custodian)
|
89.
|
Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
|
90.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
|
91.
|
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
|
92.
|
Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)
|
93.
|
A. Farnham Rankin
|
94.
|
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
|
95.
|
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
|
96.
|
Cory Freyer
|
97.
|
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
|
98.
|
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
|
99.
|
Jennifer Dickerman
|
100.
|
The Trust created under the Agreement dated January 5, 1977 between PNC Bank as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of Clara L.T. Rankin
|
101.
|
The Trust created under the Agreement, dated January 1, 1977, between PNC Bank, as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, and Clara L. T. Rankin, for the benefit of Clara L. T. Rankin
|
102.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
|
103.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
|
104.
|
Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
|
105.
|
John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
|
106.
|
DiAhn Taplin
|
107.
|
BTR 2012 GST for Helen R. Butler
|
108.
|
BTR 2012 GST for Clara R. Williams
|
109.
|
BTR 2012 GST for James T. Rankin
|
110.
|
BTR 2012 GST for Matthew M. Rankin
|
111.
|
BTR 2012 GST for Thomas P. Rankin
|
112.
|
BTR 2012 GST for Chloe R. Seelbach
|
113.
|
BTR 2012 GST for Claiborne R. Rankin, Jr.
|
114.
|
BTR 2012 GST for Julia R. Kuipers
|
115.
|
BTR 2012 GST for Anne F. Rankin
|
116.
|
BTR 2012 GST for Elisabeth M. Rankin
|
117.
|
The Anne F. Rankin Trust dated August 15, 2012
|
118.
|
Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin
|
119.
|
Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin
|
120.
|
Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers
|
121.
|
2016 Anne F. Rankin Trust
|
122.
|
2016 Elisabeth M. Rankin Trust
|
123.
|
AMR Associates, LP
|
124.
|
Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III
|
125.
|
Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers
|
126.
|
BTR 2016 GST for James T. Rankin
|
127.
|
BTR 2016 GST for Matthew M. Rankin
|
128.
|
BTR 2016 GST for Thomas P. Rankin
|
129.
|
BTR 2016 GST for Chloe R. Seelbach
|
130.
|
BTR 2016 GST for Julia R. Kuipers
|
131.
|
BTR 2016 GST for Claiborne R. Rankin, Jr.
|
132.
|
BTR 2016 GST for Clara R. Williams
|
133.
|
BTR 2016 GST for Helen R. Butler
|
134.
|
BTR 2016 GST for Anne F. Rankin
|
135.
|
BTR 2016 GST for Elisabeth M. Rankin
|
136.
|
Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)
|
137.
|
Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)
|
138.
|
Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015
|
139.
|
Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015
|
Name
|
Incorporation
|
|
|
Altoona Services, Inc.
|
Pennsylvania
|
America Lignite Energy LLC
|
Delaware (50%)
|
Bellaire Corporation
|
Ohio
|
Bisti Fuels Company, LLC
|
Nevada
|
C&H Mining Company, Inc.
|
Alabama
|
Caddo Creek Resources Company, LLC
|
Nevada
|
Camino Real Fuels, LLC
|
Nevada
|
Centennial Natural Resources, LLC
|
Nevada
|
Coyote Creek Mining Company, LLC
|
Nevada
|
Demery Resources Company, LLC
|
Nevada
|
The Coteau Properties Company
|
Ohio
|
The Falkirk Mining Company
|
Ohio
|
GRENAC, LLC
|
Delaware (50%)
|
Grupo HB/PS, S.A. de C.V.
|
Mexico
|
Hamilton Beach Brands Canada, Inc.
|
Ontario (Canada)
|
Hamilton Beach Brands Do Brasil Comercializacao de Produtos Electricos Ltda
|
Brazil (99.5%)
|
Hamilton Beach Brands de Mexico, S.A. de C.V.
|
Mexico
|
Hamilton Beach Brands, Inc.
|
Delaware
|
Hamilton Beach Brands, (HK) Limited
|
Hong Kong (PRC)
|
Hamilton Beach Electrical Appliances (Shenzhen) Company Limited
|
China
|
Hamilton Beach, Inc.
|
Delaware
|
Housewares Holding Co.
|
Delaware
|
The Kitchen Collection, LLC
|
Ohio
|
Liberty Fuels Company, LLC
|
Nevada
|
Mississippi Lignite Mining Company
|
Texas
|
Mitigation Resources of North America, LLC
|
Nevada
|
NAM - CSA, LLC
|
Nevada
|
NAM - MCA, LLC
|
Nevada
|
NAM - WFA, LLC
|
Nevada
|
NoDak Energy Investments Corporation
|
Nevada
|
NoDak Energy Services, LLC
|
Delaware
|
The North American Coal Corporation
|
Delaware
|
North American Coal Corporation India Private Limited
|
India
|
North American Coal Royalty Company
|
Delaware
|
Otter Creek Mining Company LLC
|
Nevada
|
Red Hills Property Company LLC
|
Mississippi
|
The Sabine Mining Company
|
Nevada
|
TRU Global Energy Services, LLC
|
Delaware
|
TRU Energy Services, LLC
|
Nevada
|
Reed Hauling, Inc.
|
Alabama
|
Reed Minerals, Inc.
|
Alabama
|
Weston Brands, LLC
|
Ohio
|
Yockanookany Mitigation Resources, LLC
|
Nevada
|
(1)
|
Registration Statement (Form S-8 No. 33-3422) pertaining to the 1975 and 1981 Stock Option Plans and Stock Appreciation Rights Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-139268) pertaining to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-166944) pertaining to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan, and
|
(4)
|
Registration Statement (Form S-8 No. 333-183242) pertaining to the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Compensation Plan;
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
March 1, 2017
|
|
|
|
/s/ John P. Jumper
|
|
February 14, 2017
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 14, 2017
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ Michael S. Miller
|
|
February 14, 2017
|
|
Michael S. Miller
|
|
Date
|
|
/s/ Richard de J. Osborne
|
|
February 14, 2017
|
|
Richard de J. Osborne
|
|
Date
|
|
/s/ James A. Ratner
|
|
February 14, 2017
|
|
James A. Ratner
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 14, 2017
|
|
Britton T. Taplin
|
|
Date
|
|
/s/ David F. Taplin
|
|
February 14, 2017
|
|
David F. Taplin
|
|
Date
|
|
/s/ David B. H. Williams
|
|
February 14, 2017
|
|
David B. H. Williams
|
|
Date
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
March 1, 2017
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer
(principal executive officer) |
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
March 1, 2017
|
|
/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:
|
March 1, 2017
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer
(principal executive officer) |
|
Date:
|
March 1, 2017
|
|
/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 year ended at December 31, 2016
|
|
Number of Legal Actions Resolved before the FMSHRC for the year ended at December 31, 2016
|
|
Number of Legal Actions Pending before the FMSHRC at December 31, 2016
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Coteau (Freedom Mine)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Falkirk (Falkirk Mine)
|
|
—
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sabine (South Hallsville No. 1 Mine)
|
|
2
|
|
|
3,992
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
Demery (Five Forks Mine)
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Caddo Creek (Marshall Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Camino Real (Eagle Pass Mine)
|
|
3
|
|
|
2,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Liberty (Liberty Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Coyote Creek (Coyote Creek Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Bisti Fuels (Navajo Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
MLMC (Red Hills Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
North American Mining Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
Card Sound Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
White Rock Quarry - North
|
|
1
|
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
White Rock Quarry - South
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Krome Quarry
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Alico Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
FEC Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
SCL Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Central State Aggregates Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mid Coast Aggregates Quarry
|
|
—
|
|
|
276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
West Florida Aggregates Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
St. Catherine Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Center Hill Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inglis Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
6
|
|
|
$
|
8,593
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
|
(In thousands)
|
|||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
15,350
|
|
$
|
25,159
|
|
Accounts receivable
|
42,529
|
|
28,181
|
|
||
Accounts receivable from affiliated companies
|
4,329
|
|
6,813
|
|
||
Inventories
|
96,822
|
|
98,447
|
|
||
Other current assets
|
915
|
|
1,179
|
|
||
Total current assets
|
159,945
|
|
159,779
|
|
||
|
|
|
||||
Property, plant and equipment:
|
|
|
||||
Coal lands and real estate
|
114,956
|
|
115,119
|
|
||
Advance minimum royalties
|
1,328
|
|
1,331
|
|
||
Plant and equipment
|
1,174,629
|
|
1,064,678
|
|
||
Construction in progress
|
679
|
|
110,034
|
|
||
|
1,291,592
|
|
1,291,162
|
|
||
Less allowance for depreciation, depletion,
|
|
|
||||
and amortization
|
(581,353
|
)
|
(554,303
|
)
|
||
|
710,239
|
|
736,859
|
|
||
Deferred charges:
|
|
|
||||
Deferred lease costs
|
15,045
|
|
–
|
|
||
Other
|
1,241
|
|
1,481
|
|
||
|
16,286
|
|
1,481
|
|
||
|
|
|
||||
Other assets:
|
|
|
||||
Note receivable from Parent Company
|
387
|
|
2,104
|
|
||
Other investments and receivables
|
164,471
|
|
168,484
|
|
||
|
164,858
|
|
170,588
|
|
||
Total assets
|
$
|
1,051,328
|
|
$
|
1,068,707
|
|
|
|
|
||||
|
|
|
||||
|
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
|
(In thousands)
|
|||||
Liabilities and equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable
|
$
|
25,507
|
|
$
|
31,162
|
|
Accounts payable to affiliated companies
|
8,651
|
|
2,679
|
|
||
Current maturities of long-term obligations
|
64,871
|
|
70,387
|
|
||
Other current liabilities
|
26,216
|
|
25,022
|
|
||
Total current liabilities
|
125,245
|
|
129,250
|
|
||
|
|
|
||||
Long-term obligations:
|
|
|
||||
Advances from customers
|
223,666
|
|
222,716
|
|
||
Notes payable
|
240,834
|
|
241,925
|
|
||
Capital lease obligations
|
191,414
|
|
215,285
|
|
||
|
655,914
|
|
679,926
|
|
||
Noncurrent liabilities:
|
|
|
||||
Deferred income taxes
|
23,654
|
|
23,133
|
|
||
Mine closing accrual
|
196,362
|
|
170,562
|
|
||
Deferred lease costs
|
–
|
|
86
|
|
||
Pension and post-retirement benefits
|
37,171
|
|
56,805
|
|
||
Other accrued liabilities
|
6,507
|
|
4,720
|
|
||
|
263,694
|
|
255,306
|
|
||
Equity:
|
|
|
||||
Common stock and membership units
|
203
|
|
199
|
|
||
Capital in excess of stated value
|
791
|
|
791
|
|
||
Retained earnings
|
5,481
|
|
3,235
|
|
||
|
6,475
|
|
4,225
|
|
||
|
|
|
||||
Total liabilities and equity
|
$
|
1,051,328
|
|
$
|
1,068,707
|
|
|
|
|
||||
See accompanying notes.
|
|
|
||||
|
|
|
|
Years Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
|
(In thousands)
|
||||||||
|
|
|
|
||||||
Lignite tons delivered
|
29,601
|
|
27,067
|
|
26,676
|
|
|||
|
|
|
|
||||||
Income:
|
|
|
|
||||||
Revenue
|
$
|
644,569
|
|
$
|
604,161
|
|
$
|
573,980
|
|
|
644,569
|
|
604,161
|
|
573,980
|
|
|||
|
|
|
|
||||||
Cost and expenses:
|
|
|
|
||||||
Cost of sales
|
498,447
|
|
474,441
|
|
442,419
|
|
|||
Depreciation, depletion, and amortization
|
65,674
|
|
59,202
|
|
58,759
|
|
|||
|
564,121
|
|
533,643
|
|
501,178
|
|
|||
Operating profit
|
80,448
|
|
70,518
|
|
72,802
|
|
|||
|
|
|
|
||||||
Other (expense) income
|
|
|
|
||||||
Interest, net
|
(25,721
|
)
|
(22,435
|
)
|
(24,811
|
)
|
|||
Gain on sale of assets
|
511
|
|
350
|
|
406
|
|
|||
|
(25,210
|
)
|
(22,085
|
)
|
(24,405
|
)
|
|||
Income before income taxes
|
55,238
|
|
48,433
|
|
48,397
|
|
|||
|
|
|
|
||||||
Income taxes
|
13,842
|
|
10,037
|
|
11,068
|
|
|||
|
|
|
|
||||||
Net income
|
$
|
41,396
|
|
$
|
38,396
|
|
$
|
37,329
|
|
|
|
|
|
||||||
See accompanying notes.
|
|
|
|
||||||
|
|
|
|
|
Years Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
|
(In thousands)
|
||||||||
Common stock and membership units:
|
|
|
|
||||||
Beginning balance
|
$
|
199
|
|
$
|
199
|
|
$
|
199
|
|
Issuance of membership units
|
4
|
|
–
|
|
–
|
|
|||
|
203
|
|
199
|
|
199
|
|
|||
|
|
|
|
||||||
Capital in excess of stated value
|
791
|
|
791
|
|
791
|
|
|||
|
|
|
|
||||||
Retained earnings:
|
|
|
|
||||||
Beginning balance
|
3,235
|
|
3,230
|
|
3,468
|
|
|||
Net income
|
41,396
|
|
38,396
|
|
37,329
|
|
|||
Dividends paid
|
(39,150
|
)
|
(38,391
|
)
|
(37,567
|
)
|
|||
|
5,481
|
|
3,235
|
|
3,230
|
|
|||
|
|
|
|
||||||
Total equity
|
$
|
6,475
|
|
$
|
4,225
|
|
$
|
4,220
|
|
|
|
|
|
||||||
See accompanying notes.
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
|
Years Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
|
(In thousands)
|
||||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
41,396
|
|
$
|
38,396
|
|
$
|
37,329
|
|
Adjustments to reconcile net income to net cash
|
|
|
|
||||||
provided by operating activities:
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
65,674
|
|
59,202
|
|
58,759
|
|
|||
Amortization of deferred financing costs
|
461
|
|
31
|
|
31
|
|
|||
Gain on sale of assets
|
(511
|
)
|
(350
|
)
|
(406
|
)
|
|||
Equity income (earned) received in cooperatives
|
(127
|
)
|
500
|
|
(858
|
)
|
|||
Mine closing accrual
|
8,333
|
|
6,348
|
|
2,424
|
|
|||
Deferred lease costs
|
5,692
|
|
5,256
|
|
3,899
|
|
|||
Deferred income taxes
|
765
|
|
(1,802
|
)
|
(1,556
|
)
|
|||
Post-retirement benefits and other accrued liabilities
|
(10,309
|
)
|
(778
|
)
|
(1,393
|
)
|
|||
Amortization of advance minimum royalties
|
42
|
|
28
|
|
49
|
|
|||
Other noncurrent assets
|
(4,369
|
)
|
(18,621
|
)
|
(16,002
|
)
|
|||
|
107,047
|
|
88,210
|
|
82,276
|
|
|||
Working capital changes:
|
|
|
|
||||||
Accounts receivable
|
(15,084
|
)
|
(12,684
|
)
|
6,850
|
|
|||
Inventories
|
1,625
|
|
(1,393
|
)
|
(6,047
|
)
|
|||
Accounts payable and other accrued liabilities
|
2,677
|
|
(50,575
|
)
|
29,050
|
|
|||
Other changes in working capital
|
(846
|
)
|
(426
|
)
|
(136
|
)
|
|||
|
(11,628
|
)
|
(65,078
|
)
|
29,717
|
|
|||
Net cash provided by operating activities
|
95,419
|
|
23,132
|
|
111,993
|
|
|||
|
|
|
|
||||||
Investing activities
|
|
|
|
||||||
Expenditures for property, plant, and equipment
|
(31,424
|
)
|
(128,906
|
)
|
(51,747
|
)
|
|||
Additions to advance minimum royalties
|
(49
|
)
|
(51
|
)
|
(80
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
6,755
|
|
1,768
|
|
2,771
|
|
|||
Net cash used for investing activities
|
(24,718
|
)
|
(127,189
|
)
|
(49,056
|
)
|
|||
|
|
|
|
||||||
Financing activities
|
|
|
|
||||||
Additions to advances from customer, net
|
1,331
|
|
22,791
|
|
15,048
|
|
|||
Payments received on note from Parent Company, net
|
1,187
|
|
1,361
|
|
1,540
|
|
|||
Additions to long-term obligations
|
–
|
|
171,540
|
|
–
|
|
|||
Repayment of long-term obligations
|
(43,699
|
)
|
(43,426
|
)
|
(44,373
|
)
|
|||
Notes receivable
|
–
|
|
160
|
|
107
|
|
|||
Financing fees paid
|
(183
|
)
|
(2,375
|
)
|
–
|
|
|||
Capital contribution
|
4
|
|
–
|
|
–
|
|
|||
Dividends paid
|
(39,150
|
)
|
(38,391
|
)
|
(37,567
|
)
|
|||
Net cash (used for) provided by financing activities
|
(80,510
|
)
|
111,660
|
|
(65,245
|
)
|
|||
|
|
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
(9,809
|
)
|
7,603
|
|
(2,308
|
)
|
|||
Cash and cash equivalents at beginning of year
|
25,159
|
|
17,556
|
|
19,864
|
|
|||
Cash and cash equivalents at end of year
|
$
|
15,350
|
|
$
|
25,159
|
|
$
|
17,556
|
|
|
|
|
|
||||||
See accompanying notes.
|
|
|
|
1.
|
Organization
|
1.
|
Organization (continued)
|
1.
|
Organization (continued)
|
2.
|
Significant Accounting Policies
|
2.
|
Significant Accounting Policies (continued)
|
2.
|
Significant Accounting Policies (continued)
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Beginning balance
|
$
|
170,562
|
|
$
|
129,093
|
|
Liabilities incurred during the period
|
18,936
|
|
33,386
|
|
||
Liabilities settled during the period
|
—
|
|
(311
|
)
|
||
Accretion expense
|
8,333
|
|
6,659
|
|
||
Revision in cash flows
|
(1,469
|
)
|
1,735
|
|
||
|
$
|
196,362
|
|
$
|
170,562
|
|
|
|
|
3.
|
Inventories
|
4.
|
Other Investments and Receivables
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Long-term receivable from Unconsolidated Mine customers related to:
|
|
|
||||
Asset retirement obligation
|
$
|
70,787
|
|
$
|
59,639
|
|
Pension and retiree medical obligation
|
46,963
|
|
60,545
|
|
||
Reclamation bond
|
20,622
|
|
20,622
|
|
||
Investment in cooperatives
|
16,031
|
|
15,883
|
|
||
Other
|
10,068
|
|
11,795
|
|
||
|
$
|
164,471
|
|
$
|
168,484
|
|
|
|
|
5.
|
Accrued Liabilities
|
6.
|
Advances From Customers and Notes Payable
|
2017
|
$
|
6,588
|
|
2018
|
6,588
|
|
|
2019
|
6,588
|
|
|
2020
|
6,588
|
|
|
2021
|
6,588
|
|
|
Thereafter
|
92,384
|
|
|
|
$
|
125,324
|
|
Advances with unspecified repayment schedule
|
113,717
|
|
|
Total advances from customers
|
239,041
|
|
|
Less current maturities
|
15,375
|
|
|
Total long-term advances from customers
|
$
|
223,666
|
|
|
|
||
|
|
6.
|
Advances From Customers and Notes Payable (continued)
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Borrowings under a revolving credit agreement that expires July 31, 2017, to a bank providing for borrowings up to $20,000. Interest is based on the bank’s daily cost of funds plus 1.75% (1.75% and 1.75% at December 31, 2016 and 2015, respectively)
|
$
|
—
|
|
$
|
—
|
|
KeyBank
– Revolving line of credit due March 16, 2020, providing for borrowing up to $105.0 million. Interest is based on the base rate plus 0.75% at December 31, 2016 and on LIBOR plus 1.75% at December 31, 2016, on the unpaid balance (interest rate of 4.50% and 2.50% at December 31, 2016)
|
39,300
|
|
37,000
|
|
||
AIG
– Secured note payable due December 28, 2040 with monthly principal and interest payments to begin on July 28, 2016 at an interest rate of 4.39% on the unpaid balance.
|
130,910
|
|
134,540
|
|
||
Secured note payable due August 21, 2031 with semiannual principle and interest payments at an interest rate of 4.58% on the unpaid balance
|
50,375
|
|
53,625
|
|
||
Secured note payable due October 31, 2024, with semiannual interest payments at an interest rate of 6.37% on the unpaid balance
|
25,000
|
|
25,000
|
|
||
Win Trust note#1 due August 30, 2023 with monthly principal and interest payments at an interest rate of 3.50%, Win Trust note#2 due December 30, 2023 with monthly principal and interest payments at an interest rate of 4.28%
|
9,968
|
|
—
|
|
||
Other
|
648
|
|
256
|
|
||
Total notes payable
|
$
|
256,201
|
|
$
|
250,421
|
|
Less current portion
|
13,945
|
|
7,215
|
|
||
Less deferred financing fees
|
$
|
1,422
|
|
$
|
1,281
|
|
Long-term portion of notes payable
|
$
|
240,834
|
|
$
|
241,925
|
|
|
|
|
2017
|
$
|
13,945
|
|
2018
|
13,208
|
|
|
2019
|
13,238
|
|
|
2020
|
13,146
|
|
|
2021
|
13,046
|
|
|
Thereafter
|
189,618
|
|
|
Total
|
$
|
256,201
|
|
|
|
7.
|
Pension and Other Postretirement Plans
|
|
Year Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Interest cost
|
$
|
8,134
|
|
$
|
7,968
|
|
$
|
7,983
|
|
Expected return on plan assets
|
(12,741
|
)
|
(12,589
|
)
|
(11,739
|
)
|
|||
Amortization of actuarial loss
|
584
|
|
1,066
|
|
105
|
|
|||
Amortization of prior service cost
|
—
|
|
8
|
|
26
|
|
|||
Net periodic pension income
|
$
|
(4,023
|
)
|
$
|
(3,547
|
)
|
$
|
(3,625
|
)
|
|
|
|
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
Year Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Current year actuarial (gain) loss
|
$
|
(6,310
|
)
|
$
|
1,474
|
|
$
|
31,590
|
|
Amortization of actuarial loss
|
(584
|
)
|
(1,066
|
)
|
(105
|
)
|
|||
Recognition of prior service cost
|
—
|
|
(8
|
)
|
(26
|
)
|
|||
Asset transfer
|
—
|
|
(239
|
)
|
(174
|
)
|
|||
Amount recognized in long-term receivable
|
$
|
(6,894
|
)
|
$
|
161
|
|
$
|
31,285
|
|
|
|
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Change in benefit obligation:
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
194,010
|
|
$
|
204,776
|
|
Interest cost
|
8,134
|
|
7,968
|
|
||
Actuarial gain
|
(3,198
|
)
|
(11,603
|
)
|
||
Benefits paid
|
(7,386
|
)
|
(6,827
|
)
|
||
SERP transfer to Parent
|
—
|
|
(304
|
)
|
||
Projected benefit obligation at end of year
|
$
|
191,560
|
|
$
|
194,010
|
|
|
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Change in plan assets:
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
166,569
|
|
$
|
173,823
|
|
Actual return (loss) on plan assets
|
12,346
|
|
(143
|
)
|
||
Beginning of year adjustment
|
3,508
|
|
(268
|
)
|
||
Employer contributions
|
—
|
|
61
|
|
||
Benefits paid
|
(7,386
|
)
|
(6,827
|
)
|
||
Asset transfers
|
—
|
|
(77
|
)
|
||
Fair value of plan assets at end of year
|
$
|
175,037
|
|
$
|
166,569
|
|
|
|
|
||||
Funded status at end of year
|
$
|
(16,523
|
)
|
$
|
(27,441
|
)
|
|
|
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Amounts recognized in the combined balance sheets consist of:
|
|
|
||||
Noncurrent liabilities
|
$
|
16,523
|
|
$
|
(27,441
|
)
|
Components of long-term receivables from customers consist of:
|
|
|
||||
Actuarial loss
|
$
|
33,762
|
|
$
|
40,656
|
|
|
|
|
|
Actual 2016
|
Actual 2015
|
Target Allocation Range
|
U.S. equity securities
|
46.4%
|
52.2%
|
36.0%–54.0%
|
Non-U.S. equity securities
|
19.6
|
12.3
|
16.0%–24.0%
|
Fixed income securities
|
33.6
|
35.1
|
30.0%–40.0%
|
Money market
|
0.4
|
0.4
|
0.0%–10.0%
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
2016
|
2015
|
||||
U.S. equity securities
|
$
|
81,158
|
|
$
|
87,181
|
|
Non-U.S equity securities
|
34,322
|
|
20,235
|
|
||
Fixed income securities
|
58,925
|
|
58,594
|
|
||
Money market
|
632
|
|
559
|
|
||
Total
|
$
|
175,037
|
|
$
|
166,569
|
|
|
|
|
|
Year Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Service cost
|
$
|
591
|
|
$
|
653
|
|
$
|
674
|
|
Interest cost
|
1,067
|
|
918
|
|
1,050
|
|
|||
Expected return on plan assets
|
(69
|
)
|
(168
|
)
|
(227
|
)
|
|||
Amortization of actuarial loss
|
1,234
|
|
705
|
|
672
|
|
|||
Amortization of prior service credit
|
(145
|
)
|
(247
|
)
|
(417
|
)
|
|||
Net periodic postretirement expense
|
$
|
2,678
|
|
$
|
1,861
|
|
$
|
1,752
|
|
|
|
|
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
Year Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Current year actuarial (gain) loss
|
$
|
(9,417
|
)
|
$
|
3,698
|
|
$
|
718
|
|
Amortization of actuarial loss
|
(1,234
|
)
|
(705
|
)
|
(672
|
)
|
|||
Amortization of prior service credit
|
145
|
|
247
|
|
417
|
|
|||
Amount recognized in long-term receivable
|
$
|
(10,506
|
)
|
$
|
3,240
|
|
$
|
463
|
|
|
|
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Change in benefit obligation:
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
31,888
|
|
$
|
28,473
|
|
Service cost
|
591
|
|
653
|
|
||
Interest cost
|
1,067
|
|
918
|
|
||
Actuarial (gain) loss
|
(9,497
|
)
|
3,461
|
|
||
Benefits paid
|
(1,257
|
)
|
(1,617
|
)
|
||
Benefit obligation at end of year
|
$
|
22,792
|
|
$
|
31,888
|
|
|
|
|
||||
Change in plan assets:
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
1,753
|
|
$
|
3,399
|
|
Actual loss on plan assets
|
(12
|
)
|
(68
|
)
|
||
Employer contributions
|
605
|
|
389
|
|
||
Benefits and taxes paid
|
(1,638
|
)
|
(1,967
|
)
|
||
Fair value of plan assets at end of year
|
$
|
708
|
|
$
|
1,753
|
|
|
|
|
||||
Funded status at end of year
|
$
|
(22,084
|
)
|
$
|
(30,135
|
)
|
|
|
|
||||
|
|
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
||||
Current liabilities
|
$
|
(1,436
|
)
|
$
|
(1,142
|
)
|
Noncurrent liabilities
|
(20,648
|
)
|
(28,993
|
)
|
||
|
$
|
(22,084
|
)
|
$
|
(30,135
|
)
|
|
|
|
||||
Components of long-term receivables from customers consist of:
|
|
|
||||
Actuarial (gain) loss
|
$
|
(374
|
)
|
$
|
10,277
|
|
Prior service cost (credit)
|
54
|
|
(91
|
)
|
||
|
$
|
(320
|
)
|
$
|
10,186
|
|
|
|
|
|
1-Percentage-Point Increase
|
1-Percentage-Point Decrease
|
|||||
Effect on total of service and interest cost
|
$
|
114
|
|
$
|
(108
|
)
|
|
Effect on postretirement benefit obligation
|
$
|
1,383
|
|
$
|
(1,323
|
)
|
|
|
|
|
7.
|
Pension and Other Postretirement Plans (continued)
|
|
December 31
|
||
|
2016
|
2015
|
2014
|
Weighted-average discount rates – pension
|
4.00% - 4.05%
|
4.20% - 4.35%
|
3.95%
|
Weighted-average discount rates – postretirement
|
3.25%
|
3.4%
|
3.25%
|
Rate of increase in compensation levels
|
NA
|
NA
|
NA
|
Expected long-term rate of return on assets-pension
|
7.5%
|
7.75%
|
7.75%
|
Expected long-term rate of return on assets-postretirement
|
5.75%
|
6%
|
6%
|
Health care cost trend rate assumed for next year
|
7.25%
|
6.75%
|
7%
|
Ultimate health care cost trend rate
|
5.00%
|
5.00%
|
5.00%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
2025
|
2021
|
8.
|
Leasing Arrangements and Other Commitments
|
8.
|
Leasing Arrangements and Other Commitments (continued)
|
2017
|
$
|
43,835
|
|
2018
|
40,338
|
|
|
2019
|
35,812
|
|
|
2020
|
23,130
|
|
|
2021
|
20,117
|
|
|
Thereafter
|
119,732
|
|
|
Total minimum lease payments
|
282,964
|
|
|
Amounts representing interest
|
(55,999
|
)
|
|
Present value of net minimum lease payments
|
226,965
|
|
|
Current maturities
|
(35,551
|
)
|
|
Long-term capital lease obligations
|
$
|
191,414
|
|
|
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
|
|
|
||||
Plant and equipment
|
$
|
417,867
|
|
$
|
468,029
|
|
Accumulated amortization
|
(208,242
|
)
|
(206,694
|
)
|
||
|
$
|
209,625
|
|
$
|
261,335
|
|
|
|
|
8.
|
Leasing Arrangements and Other Commitments (continued)
|
2017
|
$
|
2,914
|
|
2018
|
2,802
|
|
|
2019
|
2,848
|
|
|
2020
|
2,851
|
|
|
2021
|
2,916
|
|
|
Thereafter
|
2,122
|
|
|
|
$
|
16,453
|
|
9.
|
Income Taxes
|
|
Year Ended December 31
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
13,077
|
|
$
|
11,839
|
|
$
|
12,624
|
|
Total current tax provision
|
13,077
|
|
11,839
|
|
12,624
|
|
|||
|
|
|
|
||||||
Deferred:
|
|
|
|
||||||
Federal
|
765
|
|
(1,802
|
)
|
(1,556
|
)
|
|||
Total deferred tax provision (benefit)
|
765
|
|
(1,802
|
)
|
(1,556
|
)
|
|||
Total provision for income taxes
|
$
|
13,842
|
|
$
|
10,037
|
|
$
|
11,068
|
|
|
|
|
|
9.
|
Income Taxes (continued)
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Deferred tax assets:
|
|
|
||||
Accrued expense and reserves
|
$
|
8,738
|
|
$
|
10,403
|
|
Asset valuation
|
6,886
|
|
6,664
|
|
||
Inventory
|
3,389
|
|
3,791
|
|
||
Tax Attribute Carryforward
|
2,355
|
|
1,845
|
|
||
Other employee benefits
|
3,674
|
|
3,633
|
|
||
Total deferred tax assets
|
25,042
|
|
26,336
|
|
||
Deferred tax liabilities:
|
|
|
||||
Property, plant, and equipment
|
(41,284
|
)
|
(41,017
|
)
|
||
Pensions
|
(7,412
|
)
|
(8,452
|
)
|
||
Total deferred tax liabilities
|
(48,696
|
)
|
(49,469
|
)
|
||
Net deferred tax liability
|
$
|
(23,654
|
)
|
$
|
(23,133
|
)
|
10.
|
Fair Value of Financial Instruments
|
|
December 31
|
|||||
|
2016
|
2015
|
||||
Fair value:
|
|
|
||||
Notes payable
|
$
|
(247,646
|
)
|
$
|
(249,308
|
)
|
Advances from customers
|
$
|
(162,464
|
)
|
$
|
(163,897
|
)
|
|
|
|
||||
Carrying value:
|
|
|
||||
Notes payable
|
$
|
(256,201
|
)
|
$
|
(250,421
|
)
|
Advances from customers
|
$
|
(239,041
|
)
|
$
|
(237,711
|
)
|
|
|
|
11.
|
Equity
|
12.
|
Supplemental Cash Flow Information
|
|
December 31
|
|||||||||
|
2016
|
2015
|
2014
|
|||||||
Cash paid (received) during the year for:
|
|
|
|
|||||||
Interest
|
$
|
25,112
|
|
$
|
25,022
|
|
$
|
24,968
|
|
|
Income taxes
|
6,198
|
|
12,214
|
|
12,087
|
|
||||
Property, plant, and equipment:
|
|
|
|
|||||||
Capital leases and land
|
10,221
|
|
7,548
|
|
4,808
|
|
||||
Deferred lease costs
|
20,850
|
|
456
|
|
(202
|
)
|
||||
Lease obligations
|
(31,071
|
)
|
2,011
|
|
(7,606
|
)
|
||||
Accounting for asset retirement obligations:
|
|
|
|
|||||||
Change in property, plant, and equipment
|
17,469
|
|
35,115
|
|
—
|
|
||||
Change in receivables from customers including depreciation billed
|
11,148
|
|
10,010
|
|
5,611
|
|
||||
Change in liabilities
|
(25,800
|
)
|
(41,463
|
)
|
(2,424
|
)
|
13.
|
Transactions With Affiliated Companies
|
14.
|
Contingencies
|