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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, 2019
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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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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $1 par value per share
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NC
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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 ¨
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Smaller reporting company þ
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Emerging growth company¨
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PAGE
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Percentage of Consolidated Revenue
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|||||||
Customer
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Segment
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2019
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2018
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2017
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Choctaw Generation Limited Partnership, LLLP
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Coal Mining
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48
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%
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60
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%
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60
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%
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CEMEX
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NAMining
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21
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%
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20
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%
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18
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%
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Ascent Resources
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Minerals Management
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12
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%
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n/a
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n/a
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2019
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2018
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||||||||||||||||||||
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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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432.8
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—
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432.8
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13.5
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3
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%
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97
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%
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444.5
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14.2
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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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375.7
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—
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375.7
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7.4
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1
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%
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99
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%
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373.6
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8.4
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2045
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South Hallsville No. 1 Mine (c)(e)-
The Sabine Mining Company |
Surface Lignite
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63.1
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39.5
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102.6
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2.6
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(e)
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(e)
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(e)
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3.8
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2035
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Five Forks Mine (c)(e)-
Demery Resources Company, LLC |
Surface Lignite
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4.9
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—
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4.9
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0.1
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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)(e)-
Caddo Creek Resources Company, LLC |
Surface Lignite
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5.8
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13.4
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19.2
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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)(e)-
Camino Real Fuels, LLC |
Surface
Bituminous
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3.8
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11.8
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15.6
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1.5
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(e)
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(e)
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(e)
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2.1
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2021
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Coyote Creek Mine (c)-
Coyote Creek Mining Company, LLC |
Surface Lignite
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69.6
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—
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69.6
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1.7
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0
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%
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100
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%
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72.2
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2.5
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2040
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Navajo Mine (c)(f)- Bisti Fuels Company
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Surface
Sub-bituminous |
(f)
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(f)
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(f)
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5.0
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(f)
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(f)
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(f)
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4.1
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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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106.0
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134.0
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240.0
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2.6
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44
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%
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56
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%
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231.3
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3.0
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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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43.0
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43.0
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—
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40
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%
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60
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%
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50.0
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—
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(g)
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Total Developed
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1,061.7
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241.7
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1,303.4
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34.6
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1,171.6
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38.5
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Undeveloped Mines
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.
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||||||||
North Dakota
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—
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243.9
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243.9
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—
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100
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%
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243.7
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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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222.5
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—
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Eastern (h)
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—
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41.0
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41.0
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—
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100
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%
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41.0
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—
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Mississippi
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—
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188.2
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188.2
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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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695.6
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695.6
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—
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695.0
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—
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Total Developed/Undeveloped
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1,061.7
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937.3
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1,999.0
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1,866.6
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Average Coal Quality (As received)
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|||||||||||||
Mine/Reserve
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Type of Mine
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Coal Formation or
Coal Seam(s)
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Average Seam
Thickness (feet)
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Average
Depth (feet)
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BTUs/lb
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Sulfur
(%)
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Ash
(%)
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Moisture (%)
|
|||||||
Unconsolidated Mines
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|||||||
Freedom Mine (c)-
The Coteau Properties Company |
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Surface Lignite
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Beulah-Zap Seam
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18
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130
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6,700
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0.90
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%
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9
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%
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36
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%
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Falkirk Mine (c)-
The Falkirk Mining Company |
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Surface Lignite
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Hagel A&B, Tavis
Creek Seams
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8
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90
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6,200
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0.62
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%
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11
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%
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38
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%
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South Hallsville No. 1 Mine (c)(e)-
The Sabine Mining Company |
|
Surface Lignite
|
|
Wilcox Formation
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2.7
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|
94
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6,453
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1.29
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%
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16.6
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%
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|
33
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%
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Five Forks Mine (c)(e)-
Demery Resources Company, LLC |
|
Surface Lignite
|
|
Wilcox Formation I Seam
|
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4.5
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|
45
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|
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6,940
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0.44
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%
|
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8.8
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%
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|
37
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%
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Marshall Mine (c)(e)-
Caddo Creek Resources Company, LLC |
|
Surface Lignite
|
|
Wilcox Formation A Seam
|
|
3.1
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|
|
62
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|
|
7,152
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0.54
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%
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9.17
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%
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|
34
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%
|
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Eagle Pass Mine (c)(e)-
Camino Real Fuels, LLC |
|
Surface Bituminous
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|
Olmos Formation
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|
5.5
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|
50
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|
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6,700
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|
|
1.00
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%
|
|
40
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%
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|
11
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%
|
|
Coyote Creek Mine (c)-
Coyote Creek Mining Company, LLC |
|
Surface Lignite
|
|
Beulah-Zap Seam
|
|
10
|
|
|
95
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|
|
6,900
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|
|
0.98
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%
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|
8
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%
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|
36
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%
|
|
Navajo Mine (c)(f)- Bisti Fuels Company
|
|
Surface
Sub-bituminous |
|
(f)
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|
(f)
|
|
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(f)
|
|
|
(f)
|
|
|
(f)
|
|
|
(f)
|
|
|
(f)
|
|
|
Consolidated Mines
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
Red Hills Mine-
Mississippi Lignite Mining Company |
|
Surface Lignite
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|
C, D, E, F, G, H Seams
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3.6
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150
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5,200
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0.60
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%
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14
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%
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43
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%
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|
Centennial Natural Resources
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Surface Bituminous
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Black Creek, New Castle, Mary Lee, Jefferson, American, Nickel Plate, Pratt Seams
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1.75
|
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|
178
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13,226
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|
2.00
|
%
|
|
10
|
%
|
|
4
|
%
|
|
Undeveloped Mines
|
|
|
|
|
|
|
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|
|
|
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|||||||
North Dakota
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|
—
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Fort Union Formation
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13
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|
130
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6,500
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0.8
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%
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|
8
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%
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|
38
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%
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Texas
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|
—
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Wilcox Formation
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5
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|
120
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6,800
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|
1.0
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%
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16
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%
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|
30
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%
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Eastern
|
|
—
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Freeport & Kittanning Seams
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4
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|
|
400
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12,070
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|
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3.3
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%
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|
12
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%
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|
3
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%
|
Mississippi
|
|
—
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|
|
Wilcox Formation
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|
5
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|
|
130
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|
5,200
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|
|
0.6
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%
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|
13
|
%
|
|
44
|
%
|
(a)
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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 50% of the proven and probable reserves.
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(b)
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The Company'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 triangulation methods and inverse distance to the second power as an interpolator for NACCO's reserves. As such, all reserves are considered proven (measured) within the Company's reserve estimate. None of the Company's coal reserves have been reviewed by independent experts. The Company’s estimate of the economic viability of the proven and probable reserve estimates for tons committed to customers pursuant to long-term contracts are supported by existing long-term contracts to mine coal on behalf of customers and life-of-mine plans associated with those contracts. The contracts with each customer of the Unconsolidated Mines eliminate Company exposure to spot coal market price fluctuations. At the Unconsolidated Mines, compensation from each customer to the Company includes reimbursement of all mine operating costs plus a contractually agreed fee based on the amount of coal delivered. Red Hills Mine - MLMC sells coal to its customer at a contractually agreed-upon price which adjusts monthly, primarily based on changes in the level of established indices which reflect general U.S. inflation rates. MLMC is the exclusive supplier of coal to its customer’s power plant under its contract that runs through 2032. The Company’s assessment of the economic viability of the mineral reserves associated with MLMC takes into account estimated customer demand, including the minimum annual take provision in the contract, as well as cost of production. The economic viability of the uncommitted reserves assumes coal would be mined in a mine-mouth operation that minimizes or eliminates transportation costs and under contract terms, which are similar to those contained in the Company’s existing long-term management fee contracts, or leased to other miners. The majority of the Company’s uncommitted reserves are located in close proximity to power generation or other facilities, which could allow a mine-mouth operation. Lessees of this coal generally would mine the coal if the coal sale price would exceed the lessee operating costs. As to coal mined and sold by lessees, the Company would receive a royalty based on a percentage of the sale price. See footnote (h) for coal reserves currently leased to others.
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(c)
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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.
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(d)
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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 the Company.
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(e)
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These reserves are owned or controlled by customers. The Company conducts activities to extract these customer-owned and controlled reserves pursuant to long-term service contracts.
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(f)
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These reserves are owned or controlled by Bisti's customer and it controls proven and probable reserve data. Bisti’s customer declined to allow us to include the proven and probable reserve data in this Form 10-K. The Company conducts activities to extract these customer-owned and controlled reserves pursuant to a long-term service contract.
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(g)
|
Centennial ceased active mining operations at the end of 2015.
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(h)
|
The proven and probable reserves included in the table do not include coal that is leased to others. The Company had 70.0 million tons and 71.4 million tons in 2019 and 2018, respectively, of Eastern Undeveloped Mines with leased coal committed under contract.
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Location Name
|
Location
|
Customer
|
Year NACCO Started Operations
|
White Rock — North
|
Miami
|
WRQ
|
1995
|
Krome
|
Miami
|
Cemex
|
2003
|
Alico
|
Ft. Myers
|
Cemex
|
2004
|
FEC
|
Miami
|
Cemex
|
2005
|
White Rock — South
|
Miami
|
WRQ
|
2005
|
SCL
|
Miami
|
Cemex
|
2006
|
Card Sound
|
Florida City
|
Cemex
|
2009
|
Central State Aggregates
|
Zephyrhills
|
McDonald Group
|
2016
|
Mid Coast Aggregates
|
Sumter County
|
McDonald Group
|
2016
|
West Florida Aggregates
|
Hernando County
|
McDonald Group
|
2016
|
St. Catherine
|
Sumter County
|
Cemex
|
2016
|
Center Hill
|
Sumter County
|
Cemex
|
2016
|
Inglis
|
Crystal River
|
Cemex
|
2016
|
Titan Corkscrew
|
Ft. Myers
|
Titan America
|
2017
|
Palm Beach Aggregates
|
Loxahatchee
|
Palm Beach Aggregates
|
2017
|
Perry
|
Lamont
|
Martin Marietta
|
2018
|
SDI Aggregates
|
Florida City
|
Blue Water Industries
|
2018
|
Queensfield
|
King William County, VA
|
King William Sand and Gravel Company, Inc.
|
2018
|
County Line
|
Pasco County
|
K&M Pasco 130 Holdings, LLC
|
2019
|
Newberry
|
Alachua County
|
Argos USA, LLC
|
2019
|
Location
|
|
Mining Method
|
|
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
|
|
Dragline operation with 3 draglines
|
|
$
|
86.6
|
|
Falkirk Mine — The Falkirk Mining Company
|
|
Dragline operation with 4 draglines
|
|
$
|
49.0
|
|
South Hallsville No. 1 Mine — The Sabine Mining Company
|
|
Dragline operation with 4 draglines
|
|
$
|
113.7
|
|
Five Forks Mine — Demery Resources Company, LLC
|
|
Truck-shovel operation
|
|
$
|
—
|
|
Marshall Mine — Caddo Creek Resources Company, LLC
|
|
Dragline operation with 1 dragline
|
|
$
|
—
|
|
Eagle Pass Mine — Camino Real Fuels, LLC
|
|
Truck-shovel operation
|
|
$
|
—
|
|
|
|
|
|
|
||
Coyote Creek Mine — Coyote Creek Mining Company, LLC
|
|
Dragline operation with 1 dragline
|
|
$
|
149.9
|
|
Navajo Mine — Bisti Fuels Company, LLC
|
|
Dragline operation with 2 draglines
|
|
$
|
—
|
|
Consolidated Mining Operations
|
|
|
|
|
||
Red Hills Mine — Mississippi Lignite Mining Company
|
|
Dragline operation with 1 dragline
|
|
$
|
57.8
|
|
NAMining
|
|
(a)
|
|
$
|
10.9
|
|
Other
|
|
N/A
|
|
$
|
1.2
|
|
•
|
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 (“CWA”);
|
•
|
the Resource Conservation and Recovery Act ("RCRA"); and
|
•
|
the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
J.C. Butler, Jr.
|
|
59
|
|
|
President and Chief Executive Officer of NACCO (from September 2017) and President and Chief Executive Officer of NACoal (from July 2015)
|
|
From prior to 2015 to September 2017, Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO. From prior to 2015 to September 2017, Assistant Secretary of Hamilton Beach Brands ("HBB") and Kitchen Collection ("KC"). From prior to 2015 to July 2015, Senior Vice President - Project Development, Administration and Mississippi Operations of NACoal.
|
|
|
|
|
|
|
|
|
Matthew J. Dilluvio
|
|
30
|
|
|
Associate Counsel and Assistant Secretary of NACCO and NACoal (from June 2019)
|
|
From October 2016 to May 2019, Associate, Sidley Austin LLP (law firm). From prior to 2015 to September 2016, Associate, White and Case LLP (law firm).
|
|
|
|
|
|
|
|
|
Elizabeth I. Loveman
|
|
50
|
|
|
Vice President and Controller and Principal Financial Officer (from prior to 2015)
|
|
|
|
|
|
|
|
|
|
|
John D. Neumann
|
|
44
|
|
|
Vice President, General Counsel and Secretary of NACCO, Vice President, General Counsel and Secretary of NACoal (from prior to 2015)
|
|
From prior to 2015 to September 2017, Assistant Secretary of HBB and KC.
|
|
|
|
|
|
|
|
|
Miles B. Haberer
|
|
53
|
|
|
Associate General Counsel of NACCO (from prior to 2015), Associate General Counsel, Assistant Secretary of NACoal (from prior to 2015) and President, North American Coal Royalty Company (an NACoal subsidiary) (from September 2015)
|
|
From prior to 2015 to September 2015, Director-Land of NACoal. From prior to 2015 to September 2015, Assistant Secretary of NACCO.
|
|
|
|
|
|
|
|
|
Sarah E. Fry
|
|
44
|
|
|
Associate General Counsel and Assistant Secretary of NACCO (from May 2017), Associate General Counsel and Assistant Secretary of NACoal (from May 2017)
|
|
From January 2015 to April 2017, Senior Counsel, Locke Lord (law firm).
|
|
|
|
|
|
|
|
|
Thomas A. Maxwell
|
|
42
|
|
|
Vice President - Financial Planning and Analysis and
Treasurer (from September 2017)
|
|
From September 2015 to September 2017, Director of Financial Planning and Analysis and Assistant Treasurer.
From January 2014 to September 2015, Senior Manager, Finance and Assistant Treasurer.
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
Eric A. Dale
|
|
45
|
|
|
Treasurer and Senior Director, Financial Planning and Analysis, of NACoal (from January 2017)
|
|
From prior to 2015 to November 2016, Vice President of Financial Planning and Analysis at Westmoreland Coal Company.
|
|
|
|
|
|
|
|
|
Carroll L. Dewing
|
|
63
|
|
|
Vice President - Operations of NACoal (from January 2017)
|
|
From prior to 2015 to December 2016, President, The Coteau Properties Company (an NACoal subsidiary).
From prior to 2015 to December 2016, Vice President - North Dakota, Texas and Florida Operations, Human Resources and External Affairs of NACoal.
|
|
|
|
|
|
|
|
|
Andrew B. Hart
|
|
41
|
|
Controller of NACoal (from September 2019)
|
|
From November 2017 to August 2019, Assistant Controller of NACoal. From prior to 2015 to October 2017, Assistant Controller at Rowan Companies, plc.
|
|
|
|
|
|
|
|
|
|
LaVern K. Lund
|
|
47
|
|
|
Vice President - Engineering and Business Development (from April 2019)
|
|
From May 2017 to March 2019, Vice President - Business Development. From prior to 2015 to April 2017, President of Liberty.
|
|
|
|
|
|
|
|
|
J. Patrick Sullivan, Jr.
|
|
61
|
|
|
Vice President and Chief Financial Officer of NACoal (from prior to 2015)
|
|
|
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)
|
|
||||||
October 1 to 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,295,747
|
|
|
November 1 to 30, 2019
|
23,959
|
|
|
$
|
47.94
|
|
|
23,959
|
|
|
$
|
24,114,170
|
|
(1)
|
December 1 to 31, 2019
|
9,562
|
|
|
$
|
47.28
|
|
|
9,562
|
|
|
$
|
23,662,079
|
|
|
Total
|
33,521
|
|
|
$
|
47.75
|
|
|
33,521
|
|
|
$
|
23,662,079
|
|
|
(1)
|
On November 6, 2019, the Company's Board of Directors approved a stock purchase program ("2019 Stock Repurchase Program") providing for the purchase of up to $25.0 million of the Company’s outstanding Class A Common Stock through December 31, 2021. NACCO’s previous repurchase program would have expired on December 31, 2019 but was terminated and replaced by the 2019 Stock Repurchase Program. See Note 12 to the Consolidated Financial Statements in this Form 10-K for a discussion of the Company's stock repurchase programs.
|
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
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Coal Mining
|
$
|
68,701
|
|
|
$
|
81,549
|
|
NAMining
|
42,823
|
|
|
36,950
|
|
||
Minerals Management
|
30,119
|
|
|
17,352
|
|
||
Unallocated Items
|
790
|
|
|
665
|
|
||
Eliminations
|
(1,443
|
)
|
|
(1,141
|
)
|
||
Total revenue
|
$
|
140,990
|
|
|
$
|
135,375
|
|
Operating profit (loss):
|
|
|
|
||||
Coal Mining
|
$
|
23,268
|
|
|
$
|
38,270
|
|
NAMining
|
(696
|
)
|
|
1,918
|
|
||
Minerals Management
|
25,721
|
|
|
14,331
|
|
||
Unallocated Items
|
(9,729
|
)
|
|
(10,473
|
)
|
||
Eliminations
|
256
|
|
|
(422
|
)
|
||
Total operating profit
|
$
|
38,820
|
|
|
$
|
43,624
|
|
Interest expense
|
872
|
|
|
1,998
|
|
||
Interest income
|
(3,616
|
)
|
|
(865
|
)
|
||
Income from other unconsolidated affiliates
|
(1,300
|
)
|
|
(1,276
|
)
|
||
Closed mine obligations
|
1,537
|
|
|
1,297
|
|
||
(Gain) loss on equity securities
|
(1,545
|
)
|
|
316
|
|
||
Other, net
|
(527
|
)
|
|
(9
|
)
|
||
Other (income) expense, net
|
(4,579
|
)
|
|
1,461
|
|
||
Income before income tax provision
|
43,399
|
|
|
42,163
|
|
||
Income tax provision
|
3,767
|
|
|
7,378
|
|
||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
|
|
|
|
||||
Effective income tax rate
|
8.7
|
%
|
|
17.5
|
%
|
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
|
|
2019
|
|
2018
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
|
$
|
4,847
|
|
Depreciation, depletion and amortization
|
16,240
|
|
|
14,683
|
|
|
1,557
|
|
|||
Deferred income taxes
|
8,698
|
|
|
9,281
|
|
|
(583
|
)
|
|||
Stock-based compensation
|
4,924
|
|
|
3,958
|
|
|
966
|
|
|||
Gain on sale of assets
|
(206
|
)
|
|
(892
|
)
|
|
686
|
|
|||
Other
|
(7,071
|
)
|
|
(7,612
|
)
|
|
541
|
|
|||
Working capital changes
|
(9,433
|
)
|
|
419
|
|
|
(9,852
|
)
|
|||
Net cash provided by operating activities
|
52,784
|
|
|
54,622
|
|
|
(1,838
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(24,664
|
)
|
|
(20,930
|
)
|
|
(3,734
|
)
|
|||
Proceeds from the sale of assets
|
4,572
|
|
|
1,454
|
|
|
3,118
|
|
|||
Other
|
(170
|
)
|
|
1,089
|
|
|
(1,259
|
)
|
|||
Net cash used for investing activities
|
(20,262
|
)
|
|
(18,387
|
)
|
|
(1,875
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
32,522
|
|
|
$
|
36,235
|
|
|
$
|
(3,713
|
)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Net additions (reductions) to long-term debt and revolving credit agreements
|
13,258
|
|
|
$
|
(46,729
|
)
|
|
$
|
59,987
|
|
|
Cash dividends paid
|
(5,132
|
)
|
|
(4,578
|
)
|
|
(554
|
)
|
|||
Other
|
(3,013
|
)
|
|
(1,271
|
)
|
|
(1,742
|
)
|
|||
Net cash provided by (used for financing) activities
|
$
|
5,113
|
|
|
$
|
(52,578
|
)
|
|
$
|
57,691
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Planned
|
|
Actual
|
|
Actual
|
||||||
|
2020
|
|
2019
|
|
2018
|
||||||
NACCO
|
$
|
33.2
|
|
|
$
|
24.7
|
|
|
$
|
20.9
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
122,892
|
|
|
$
|
85,257
|
|
|
$
|
37,635
|
|
Other net tangible assets
|
174,465
|
|
|
156,703
|
|
|
17,762
|
|
|||
Intangible assets, net
|
37,902
|
|
|
40,516
|
|
|
(2,614
|
)
|
|||
Net assets
|
335,259
|
|
|
282,476
|
|
|
52,783
|
|
|||
Total debt
|
(24,943
|
)
|
|
(11,021
|
)
|
|
(13,922
|
)
|
|||
Closed mine obligations
|
(20,924
|
)
|
|
(20,751
|
)
|
|
(173
|
)
|
|||
Total equity
|
$
|
289,392
|
|
|
$
|
250,704
|
|
|
$
|
38,688
|
|
Debt to total capitalization
|
8
|
%
|
|
4
|
%
|
|
4
|
%
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
NACoal Facility
|
$
|
16,000
|
|
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
9,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments on NACoal Facility
|
1,362
|
|
|
681
|
|
|
495
|
|
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other debt
|
10,317
|
|
|
567
|
|
|
567
|
|
|
567
|
|
|
567
|
|
|
567
|
|
|
7,482
|
|
|||||||
Other interest
|
69
|
|
|
26
|
|
|
26
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Deferred compensation
|
13,465
|
|
|
13,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Finance lease obligations
|
657
|
|
|
567
|
|
|
37
|
|
|
37
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
19,193
|
|
|
2,193
|
|
|
2,149
|
|
|
2,175
|
|
|
1,685
|
|
|
1,661
|
|
|
9,330
|
|
|||||||
Purchase and other obligations
|
43,737
|
|
|
43,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
104,800
|
|
|
$
|
68,236
|
|
|
$
|
3,274
|
|
|
$
|
11,982
|
|
|
$
|
2,268
|
|
|
$
|
2,228
|
|
|
$
|
16,812
|
|
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
|
|
2019
|
|
2018
|
||
Unconsolidated mines
|
32.0
|
|
|
35.5
|
|
Consolidated mines
|
2.6
|
|
|
3.0
|
|
Total tons delivered
|
34.6
|
|
|
38.5
|
|
|
2019 (1)
|
|
2018
|
||
|
(in billions of tons)
|
||||
Unconsolidated mines
|
1.0
|
|
|
0.9
|
|
Consolidated mines
|
1.0
|
|
|
1.0
|
|
Total coal reserves
|
2.0
|
|
|
1.9
|
|
|
2019
|
|
2018
|
||||
Revenues
|
$
|
68,701
|
|
|
$
|
81,549
|
|
Cost of sales
|
65,430
|
|
|
70,112
|
|
||
Gross profit
|
3,271
|
|
|
11,437
|
|
||
Earnings of unconsolidated operations(a)
|
60,678
|
|
|
64,389
|
|
||
Selling, general and administrative expenses
|
38,246
|
|
|
34,798
|
|
||
Amortization of intangible assets
|
2,614
|
|
|
3,038
|
|
||
Gain on sale of assets
|
(179
|
)
|
|
(280
|
)
|
||
Operating profit
|
$
|
23,268
|
|
|
$
|
38,270
|
|
|
Revenues
|
||
2018
|
$
|
81,549
|
|
Increase (decrease) from:
|
|
||
Consolidated operations
|
(9,859
|
)
|
|
MLMC contractual settlements in 2018
|
(2,989
|
)
|
|
2019
|
$
|
68,701
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2018
|
$
|
38,270
|
|
Increase (decrease) from:
|
|
||
Revisions to Centennial's asset retirement obligation
|
(5,256
|
)
|
|
Earnings of unconsolidated operations
|
(3,711
|
)
|
|
Selling, general and administrative expenses
|
(3,448
|
)
|
|
MLMC contractual settlements in 2018
|
(2,989
|
)
|
|
Net gain on sale of assets
|
(101
|
)
|
|
Amortization of intangibles
|
424
|
|
|
Gross profit, excluding asset retirement obligation revisions
|
79
|
|
|
2019
|
$
|
23,268
|
|
|
2019
|
|
2018
|
||
Unconsolidated operations
|
8.3
|
|
|
7.0
|
|
Consolidated operations
|
36.4
|
|
|
39.0
|
|
Total tons delivered
|
44.7
|
|
|
46.0
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2019
|
|
2018
|
||||
Revenues
|
$
|
42,823
|
|
|
$
|
36,950
|
|
Cost of sales
|
41,698
|
|
|
33,261
|
|
||
Gross profit
|
1,125
|
|
|
3,689
|
|
||
Earnings of unconsolidated operations(a)
|
3,205
|
|
|
605
|
|
||
Selling, general and administrative expenses
|
5,053
|
|
|
2,987
|
|
||
Gain on sale of assets
|
(27
|
)
|
|
(611
|
)
|
||
Operating profit (loss)
|
$
|
(696
|
)
|
|
$
|
1,918
|
|
|
Operating Profit (Loss)
|
||
2018
|
$
|
1,918
|
|
Increase (decrease) from:
|
|
||
Gross profit
|
(2,564
|
)
|
|
Selling, general and administrative expenses
|
(2,066
|
)
|
|
Net gain on sale of assets
|
(584
|
)
|
|
Earnings of unconsolidated operations
|
2,600
|
|
|
2019
|
$
|
(696
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2019
|
|
2018
|
||||
Revenues
|
$
|
30,119
|
|
|
$
|
17,352
|
|
Cost of sales
|
3,465
|
|
|
2,122
|
|
||
Gross profit
|
26,654
|
|
|
15,230
|
|
||
Selling, general and administrative expenses
|
933
|
|
|
900
|
|
||
Gain on sale of assets
|
—
|
|
|
(1
|
)
|
||
Operating profit
|
$
|
25,721
|
|
|
$
|
14,331
|
|
|
2019
|
|
2018
|
||||
Operating loss
|
$
|
(9,473
|
)
|
|
$
|
(10,895
|
)
|
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
|
Exhibit Number
|
|
Exhibit Description
|
(10) Material contracts
|
||
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
Exhibit Number
|
|
Exhibit Description
|
10.18*
|
|
|
10.19*
|
|
|
10.20*
|
|
|
10.21*
|
|
|
10.22*
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
Exhibit Number
|
|
Exhibit Description
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
Exhibit Number
|
|
Exhibit Description
|
10.49
|
|
|
10.50
|
|
|
10.51*
|
|
|
10.52*
|
|
|
10.53*
|
|
|
10.54*
|
|
|
10.55
|
|
|
10.56
|
|
|
10.57
|
|
|
10.58
|
|
24.1
|
|
|
24.2
|
|
|
24.3
|
|
|
24.4
|
|
|
24.5
|
|
|
24.6
|
|
|
24.7
|
|
|
24.8
|
|
|
24.9
|
|
|
24.10
|
|
|
24.11
|
|
31(i)(1)
|
|
|
31(i)(2)
|
|
|
(32)
|
|
|
(95)
|
|
|
|
|
|
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
|
|
NACCO Industries, Inc.
|
|
||
|
By:
|
/s/ Elizabeth I. Loveman
|
|
|
|
|
Elizabeth I. Loveman
|
|
|
|
|
Vice President and Controller
(principal financial and accounting officer) |
|
|
|
|
|
|
/s/ J.C. Butler, Jr.
|
|
President and Chief Executive Officer (principal executive officer)
|
March 4, 2020
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
Vice President and Controller (principal financial and accounting officer)
|
March 4, 2020
|
Elizabeth I. Loveman
|
|
|
|
|
|
|
|
*John S. Dalrymple
|
|
Director
|
March 4, 2020
|
John S. Dalrymple
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
March 4, 2020
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
March 4, 2020
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
*Timothy K. Light
|
|
Director
|
March 4, 2020
|
Timothy K. Light
|
|
|
|
|
|
|
|
* Michael S. Miller
|
|
Director
|
March 4, 2020
|
Michael S. Miller
|
|
|
|
|
|
|
|
* Richard de J. Osborne
|
|
Director
|
March 4, 2020
|
Richard de J. Osborne
|
|
|
|
|
|
|
|
* Alfred M. Rankin, Jr.
|
|
Director
|
March 4, 2020
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
* Matthew M. Rankin
|
|
Director
|
March 4, 2020
|
Matthew M. Rankin
|
|
|
|
|
|
|
|
* Roger F. Rankin
|
|
Director
|
March 4, 2020
|
Roger F. Rankin
|
|
|
|
|
|
|
|
*Lori J. Robinson
|
|
Director
|
March 4, 2020
|
Lori J. Robinson
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
March 4, 2020
|
Britton T. Taplin
|
|
|
|
/s/ Elizabeth I. Loveman
|
|
March 4, 2020
|
Elizabeth I. Loveman, Attorney-in-Fact
|
|
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
|
Year Ended December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share data)
|
||||||
Revenues
|
$
|
140,990
|
|
|
$
|
135,375
|
|
Cost of sales
|
109,862
|
|
|
105,407
|
|
||
Gross profit
|
31,128
|
|
|
29,968
|
|
||
Earnings of unconsolidated operations
|
63,883
|
|
|
64,994
|
|
||
Operating expenses
|
|
|
|
||||
Selling, general and administrative expenses
|
53,783
|
|
|
49,192
|
|
||
Amortization of intangible assets
|
2,614
|
|
|
3,038
|
|
||
Gain on sale of assets
|
(206
|
)
|
|
(892
|
)
|
||
|
56,191
|
|
|
51,338
|
|
||
Operating profit
|
38,820
|
|
|
43,624
|
|
||
Other (income) expense
|
|
|
|
||||
Interest expense
|
872
|
|
|
1,998
|
|
||
Interest income
|
(3,616
|
)
|
|
(865
|
)
|
||
Income from other unconsolidated affiliates
|
(1,300
|
)
|
|
(1,276
|
)
|
||
Closed mine obligations
|
1,537
|
|
|
1,297
|
|
||
(Gain) loss on equity securities
|
(1,545
|
)
|
|
316
|
|
||
Other, net
|
(527
|
)
|
|
(9
|
)
|
||
|
(4,579
|
)
|
|
1,461
|
|
||
Income before income tax provision
|
43,399
|
|
|
42,163
|
|
||
Income tax provision
|
3,767
|
|
|
7,378
|
|
||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
|
|
|
|
|
|
||
Earnings per share:
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
5.68
|
|
|
$
|
5.02
|
|
Diluted earnings per share
|
$
|
5.66
|
|
|
$
|
5.00
|
|
|
|
|
|
|
|
||
Basic weighted average shares outstanding
|
6,974
|
|
|
6,924
|
|
||
Diluted weighted average shares outstanding
|
7,007
|
|
|
6,960
|
|
|
Year Ended December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
Other comprehensive income
|
|
|
|
||||
Current period pension and postretirement plan adjustment, net of $226 expense and $14 tax benefit in 2019 and 2018, respectively
|
758
|
|
|
(301
|
)
|
||
Pension settlement, net of $202 tax benefit in 2019
|
671
|
|
|
—
|
|
||
Reclassification of pension and postretirement adjustments into earnings, net of $90 and $85 tax benefit in 2019 and 2018, respectively
|
845
|
|
|
489
|
|
||
Total other comprehensive income
|
2,274
|
|
|
188
|
|
||
Comprehensive income
|
$
|
41,906
|
|
|
$
|
34,973
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
122,892
|
|
|
$
|
85,257
|
|
Trade accounts receivable, net of allowances of $0 and $1,523 in 2019 and 2018, respectively
|
15,444
|
|
|
20,817
|
|
||
Accounts receivable from affiliates
|
6,411
|
|
|
7,999
|
|
||
Inventories
|
40,465
|
|
|
31,209
|
|
||
Assets held for sale
|
—
|
|
|
4,330
|
|
||
Prepaid expenses and other
|
15,456
|
|
|
14,562
|
|
||
Total current assets
|
200,668
|
|
|
164,174
|
|
||
Property, plant and equipment, net
|
138,061
|
|
|
124,554
|
|
||
Intangibles, net
|
37,902
|
|
|
40,516
|
|
||
Investment in unconsolidated subsidiaries
|
24,611
|
|
|
20,091
|
|
||
Deferred costs
|
3,944
|
|
|
3,244
|
|
||
Operating lease right-of-use assets
|
11,398
|
|
|
—
|
|
||
Other non-current assets
|
28,189
|
|
|
24,412
|
|
||
Total assets
|
$
|
444,773
|
|
|
$
|
376,991
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
9,374
|
|
|
$
|
7,746
|
|
Accounts payable to affiliates
|
577
|
|
|
1,653
|
|
||
Revolving credit agreements
|
7,000
|
|
|
4,000
|
|
||
Current maturities of long-term debt
|
795
|
|
|
654
|
|
||
Asset retirement obligations
|
2,285
|
|
|
1,826
|
|
||
Accrued payroll
|
19,583
|
|
|
19,853
|
|
||
Deferred compensation
|
13,465
|
|
|
—
|
|
||
Other current liabilities
|
8,887
|
|
|
6,516
|
|
||
Total current liabilities
|
61,966
|
|
|
42,248
|
|
||
Long-term debt
|
17,148
|
|
|
6,367
|
|
||
Operating lease liabilities
|
12,448
|
|
|
—
|
|
||
Asset retirement obligations
|
34,574
|
|
|
35,877
|
|
||
Pension and other postretirement obligations
|
8,807
|
|
|
10,429
|
|
||
Deferred income taxes
|
12,338
|
|
|
2,846
|
|
||
Deferred compensation
|
—
|
|
|
12,939
|
|
||
Other long-term liabilities
|
8,100
|
|
|
15,581
|
|
||
Total liabilities
|
155,381
|
|
|
126,287
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $1 per share, 5,397,458 shares outstanding (2018 - 5,352,590 shares outstanding)
|
5,397
|
|
|
5,352
|
|
||
Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,568,670 shares outstanding (2018 - 1,568,810 shares outstanding)
|
1,569
|
|
|
1,569
|
|
||
Capital in excess of par value
|
8,911
|
|
|
7,042
|
|
||
Retained earnings
|
284,852
|
|
|
250,352
|
|
||
Accumulated other comprehensive loss
|
(11,337
|
)
|
|
(13,611
|
)
|
||
Total stockholders’ equity
|
289,392
|
|
|
250,704
|
|
||
Total liabilities and equity
|
$
|
444,773
|
|
|
$
|
376,991
|
|
|
Year Ended December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
16,240
|
|
|
14,683
|
|
||
Amortization of deferred financing fees
|
334
|
|
|
334
|
|
||
Deferred income taxes
|
8,698
|
|
|
9,281
|
|
||
Stock-based compensation
|
4,924
|
|
|
3,958
|
|
||
Gain on sale of assets
|
(206
|
)
|
|
(892
|
)
|
||
Other
|
(7,405
|
)
|
|
(7,946
|
)
|
||
Working capital changes:
|
|
|
|
||||
Affiliates receivable/payable
|
1,903
|
|
|
6,771
|
|
||
Accounts receivable
|
8,221
|
|
|
(3,008
|
)
|
||
Inventories
|
(9,256
|
)
|
|
(1,193
|
)
|
||
Other current assets
|
1,432
|
|
|
(508
|
)
|
||
Accounts payable
|
(388
|
)
|
|
60
|
|
||
Income taxes receivable/payable
|
(5,447
|
)
|
|
(2,478
|
)
|
||
Other current liabilities
|
(5,898
|
)
|
|
775
|
|
||
Net cash provided by operating activities
|
52,784
|
|
|
54,622
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Expenditures for property, plant and equipment
|
(24,664
|
)
|
|
(20,930
|
)
|
||
Proceeds from the sale of assets
|
4,572
|
|
|
1,454
|
|
||
Other
|
(170
|
)
|
|
1,089
|
|
||
Net cash used for investing activities
|
(20,262
|
)
|
|
(18,387
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Net additions (reductions) to revolving credit agreement
|
12,000
|
|
|
(46,000
|
)
|
||
Additions to long-term debt
|
2,000
|
|
|
396
|
|
||
Reductions to long-term debt
|
(742
|
)
|
|
(1,125
|
)
|
||
Cash dividends paid
|
(5,132
|
)
|
|
(4,578
|
)
|
||
Purchase of treasury shares
|
(3,010
|
)
|
|
(1,294
|
)
|
||
Other
|
(3
|
)
|
|
23
|
|
||
Net cash provided by (used for) financing activities
|
5,113
|
|
|
(52,578
|
)
|
||
|
|
|
|
||||
Cash and Cash Equivalents
|
|
|
|
||||
Total increase (decrease) for the year
|
37,635
|
|
|
(16,343
|
)
|
||
Balance at the beginning of the year
|
85,257
|
|
|
101,600
|
|
||
Balance at the end of the year
|
$
|
122,892
|
|
|
$
|
85,257
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||
|
Class A Common Stock
|
Class B Common Stock
|
Capital in Excess of Par Value
|
Retained Earnings
|
Deferred Gain (Loss) on Available for Sale Securities
|
Pension and Postretirement Plan Adjustment
|
Total Stockholders' Equity
|
|||||||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||||||
Balance, January 1, 2018
|
$
|
5,282
|
|
$
|
1,570
|
|
$
|
4,447
|
|
$
|
216,490
|
|
|
$
|
2,727
|
|
|
$
|
(11,068
|
)
|
|
$
|
219,448
|
|
ASC 606 adoption (see Note 3)
|
—
|
|
—
|
|
—
|
|
(1,963
|
)
|
|
—
|
|
|
—
|
|
|
(1,963
|
)
|
|||||||
ASU 2016-01 adoption (see Note 9)
|
—
|
|
—
|
|
—
|
|
2,727
|
|
|
(2,727
|
)
|
|
—
|
|
|
—
|
|
|||||||
ASU 2018-02 adoption
|
—
|
|
—
|
|
—
|
|
2,891
|
|
|
—
|
|
|
(2,731
|
)
|
|
160
|
|
|||||||
Stock-based compensation
|
108
|
|
—
|
|
3,850
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,958
|
|
|||||||
Purchase of treasury shares
|
(39
|
)
|
—
|
|
(1,255
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,294
|
)
|
|||||||
Conversion of Class B to Class A shares
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
—
|
|
—
|
|
34,785
|
|
|
—
|
|
|
—
|
|
|
34,785
|
|
|||||||
Cash dividends on Class A and Class B common stock: $0.6600 per share
|
—
|
|
—
|
|
—
|
|
(4,578
|
)
|
|
—
|
|
|
—
|
|
|
(4,578
|
)
|
|||||||
Current period other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(301
|
)
|
|
(301
|
)
|
|||||||
Reclassification adjustment to net income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
489
|
|
|
489
|
|
|||||||
Balance, December 31, 2018
|
$
|
5,352
|
|
$
|
1,569
|
|
$
|
7,042
|
|
$
|
250,352
|
|
|
$
|
—
|
|
|
$
|
(13,611
|
)
|
|
$
|
250,704
|
|
Stock-based compensation
|
117
|
|
—
|
|
4,807
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,924
|
|
|||||||
Purchase of treasury shares
|
(72
|
)
|
—
|
|
(2,938
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,010
|
)
|
|||||||
Net income
|
—
|
|
—
|
|
—
|
|
39,632
|
|
|
—
|
|
|
—
|
|
|
39,632
|
|
|||||||
Cash dividends on Class A and Class B common stock: $0.7350 per share
|
—
|
|
—
|
|
—
|
|
(5,132
|
)
|
|
—
|
|
|
—
|
|
|
(5,132
|
)
|
|||||||
Current period other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
758
|
|
|
758
|
|
|||||||
Pension settlement, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
671
|
|
|
671
|
|
|||||||
Reclassification adjustment to net income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
845
|
|
|
845
|
|
|||||||
Balance, December 31, 2019
|
$
|
5,397
|
|
$
|
1,569
|
|
$
|
8,911
|
|
$
|
284,852
|
|
|
$
|
—
|
|
|
$
|
(11,337
|
)
|
|
$
|
289,392
|
|
Major Goods/Service Lines
|
2019
|
|
2018
|
||||
Coal Mining
|
$
|
68,701
|
|
|
$
|
81,549
|
|
NAMining
|
42,823
|
|
|
36,950
|
|
||
Minerals Management
|
30,119
|
|
|
17,352
|
|
||
Unallocated Items
|
790
|
|
|
665
|
|
||
Eliminations
|
(1,443
|
)
|
|
(1,141
|
)
|
||
Total revenues
|
$
|
140,990
|
|
|
$
|
135,375
|
|
|
|
|
|
||||
Timing of Revenue Recognition
|
|
|
|
||||
Goods transferred at a point in time
|
$
|
66,102
|
|
|
$
|
78,849
|
|
Services transferred over time
|
74,888
|
|
|
56,526
|
|
||
Total revenues
|
$
|
140,990
|
|
|
$
|
135,375
|
|
|
Contract balances
|
||||||||||
|
Trade accounts receivable, net
|
|
Contract liability (current)
|
|
Contract liability (long-term)
|
||||||
Balance, January 1, 2019
|
$
|
20,817
|
|
|
$
|
754
|
|
|
$
|
2,008
|
|
Balance, December 31, 2019
|
15,444
|
|
|
944
|
|
|
2,153
|
|
|||
Increase (decrease)
|
$
|
(5,373
|
)
|
|
$
|
190
|
|
|
$
|
145
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Coal
|
$
|
15,700
|
|
|
$
|
11,030
|
|
Mining supplies
|
24,765
|
|
|
20,179
|
|
||
Total inventories
|
$
|
40,465
|
|
|
$
|
31,209
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Coal lands and real estate
|
$
|
54,647
|
|
|
$
|
56,716
|
|
Plant and equipment
|
190,868
|
|
|
163,564
|
|
||
Property, plant and equipment, at cost
|
245,515
|
|
|
220,280
|
|
||
Less allowances for depreciation, depletion and amortization
|
107,454
|
|
|
95,726
|
|
||
|
$
|
138,061
|
|
|
$
|
124,554
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Balance at December 31, 2019
|
|
|
|
|
|
||||||
Coal supply agreement
|
$
|
84,200
|
|
|
$
|
(46,298
|
)
|
|
$
|
37,902
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2018
|
|
|
|
|
|
||||||
Coal supply agreement
|
$
|
84,200
|
|
|
$
|
(43,684
|
)
|
|
$
|
40,516
|
|
|
|
|
|
|
|
|
|
Coal Mining
|
|
NAMining
|
|
Unallocated Items
|
|
NACCO
Consolidated
|
||||||||
Balance at January 1, 2018
|
|
$
|
22,589
|
|
|
$
|
1,085
|
|
|
$
|
16,423
|
|
|
$
|
40,097
|
|
Liabilities incurred during the period
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||
Liabilities settled during the period
|
|
(920
|
)
|
|
—
|
|
|
(747
|
)
|
|
(1,667
|
)
|
||||
Accretion expense
|
|
1,504
|
|
|
31
|
|
|
1,044
|
|
|
2,579
|
|
||||
Revision of estimated cash flows
|
|
(2,777
|
)
|
|
(820
|
)
|
|
102
|
|
|
(3,495
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
20,396
|
|
|
$
|
485
|
|
|
$
|
16,822
|
|
|
$
|
37,703
|
|
Liabilities incurred during the period
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||
Liabilities settled during the period
|
|
(8,265
|
)
|
|
—
|
|
|
(752
|
)
|
|
(9,017
|
)
|
||||
Accretion expense
|
|
1,260
|
|
|
28
|
|
|
1,323
|
|
|
2,611
|
|
||||
Revision of estimated cash flows at MLMC
|
|
3,145
|
|
|
—
|
|
|
—
|
|
|
3,145
|
|
||||
Revision of estimated cash flows at Centennial
|
|
2,479
|
|
|
—
|
|
|
(153
|
)
|
|
2,326
|
|
||||
Balance at December 31, 2019
|
|
$
|
19,015
|
|
|
$
|
604
|
|
|
$
|
17,240
|
|
|
$
|
36,859
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Total outstanding borrowings of NACoal:
|
|
|
|
||||
Revolving credit agreement
|
$
|
16,000
|
|
|
$
|
4,000
|
|
Other debt
|
8,943
|
|
|
7,021
|
|
||
Total debt outstanding
|
$
|
24,943
|
|
|
$
|
11,021
|
|
|
|
|
|
||||
Current portion of borrowings outstanding
|
$
|
7,795
|
|
|
$
|
4,654
|
|
Long-term portion of borrowings outstanding
|
17,148
|
|
|
6,367
|
|
||
|
$
|
24,943
|
|
|
$
|
11,021
|
|
|
|
|
|
||||
Total available borrowings, net of limitations, under revolving credit agreement
|
$
|
148,644
|
|
|
$
|
148,481
|
|
|
|
|
|
||||
Unused revolving credit agreement
|
$
|
132,644
|
|
|
$
|
144,481
|
|
|
|
|
|
||||
Weighted average stated interest rate on total borrowings
|
5.1
|
%
|
|
4.8
|
%
|
2020
|
7,237
|
|
|
2021
|
250
|
|
|
2022
|
9,263
|
|
|
2023
|
277
|
|
|
2024
|
292
|
|
|
Thereafter
|
6,981
|
|
|
|
$
|
24,300
|
|
|
|
|
|
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, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
10,120
|
|
|
$
|
10,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
10,120
|
|
|
$
|
10,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
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, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
8,716
|
|
|
$
|
8,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
8,716
|
|
|
$
|
8,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Description
|
Location
|
DECEMBER 31
2019 |
||
Assets
|
|
|
||
Operating
|
Operating lease right-of-use assets
|
$
|
11,398
|
|
Finance
|
Property, plant and equipment, net (a)
|
544
|
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Other current liabilities
|
$
|
1,318
|
|
Finance
|
Current maturities of long-term debt
|
558
|
|
|
Noncurrent
|
|
|
||
Operating
|
Operating lease liabilities
|
$
|
12,448
|
|
Finance
|
Long-term debt
|
85
|
|
Description
|
Location
|
|
||
Lease expense
|
|
|
||
Operating lease cost
|
Selling, general and administrative expenses
|
$
|
2,251
|
|
Finance lease cost:
|
|
|
||
Amortization of leased assets
|
Cost of sales
|
570
|
|
|
Interest on lease liabilities
|
Interest expense
|
18
|
|
|
Variable lease expense
|
Selling, general and administrative expenses
|
555
|
|
|
Short-term lease expense
|
Selling, general and administrative expenses
|
298
|
|
|
Total lease expense
|
|
$
|
3,692
|
|
|
Finance
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2020
|
$
|
567
|
|
|
$
|
2,193
|
|
|
$
|
2,760
|
|
2021
|
37
|
|
|
2,149
|
|
|
2,186
|
|
|||
2022
|
37
|
|
|
2,175
|
|
|
2,212
|
|
|||
2023
|
16
|
|
|
1,685
|
|
|
1,701
|
|
|||
2024
|
—
|
|
|
1,661
|
|
|
1,661
|
|
|||
Subsequent to 2024
|
—
|
|
|
9,330
|
|
|
9,330
|
|
|||
Total minimum lease payments
|
657
|
|
|
19,193
|
|
|
$
|
19,850
|
|
||
Amounts representing interest
|
14
|
|
|
5,427
|
|
|
|
||||
Present value of net minimum lease payments
|
$
|
643
|
|
|
$
|
13,766
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
2,299
|
|
Operating cash flows from finance leases
|
18
|
|
|
Financing cash flows from finance leases
|
534
|
|
|
2019
|
|
2018
|
||||
Basic weighted average shares outstanding
|
6,974
|
|
|
6,924
|
|
||
Dilutive effect of restricted stock awards
|
33
|
|
|
36
|
|
||
Diluted weighted average shares outstanding
|
7,007
|
|
|
6,960
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
5.68
|
|
|
$
|
5.02
|
|
Diluted earnings per share
|
$
|
5.66
|
|
|
$
|
5.00
|
|
|
2019
|
|
2018
|
||||
Income (loss) before income tax provision (benefit)
|
|
|
|
||||
Domestic
|
$
|
40,742
|
|
|
$
|
45,170
|
|
Foreign
|
2,657
|
|
|
(3,007
|
)
|
||
|
$
|
43,399
|
|
|
$
|
42,163
|
|
Income tax provision (benefit)
|
|
|
|
||||
Current income tax provision (benefit):
|
|
|
|
||||
Federal
|
$
|
(6,473
|
)
|
|
$
|
(2,296
|
)
|
State
|
939
|
|
|
393
|
|
||
Foreign
|
603
|
|
|
—
|
|
||
Total current
|
(4,931
|
)
|
|
(1,903
|
)
|
||
Deferred income tax provision:
|
|
|
|
||||
Federal
|
8,125
|
|
|
8,585
|
|
||
State
|
573
|
|
|
696
|
|
||
Total deferred
|
8,698
|
|
|
9,281
|
|
||
|
$
|
3,767
|
|
|
$
|
7,378
|
|
|
2019
|
|
2018
|
||||
Income before income tax provision
|
$
|
43,399
|
|
|
$
|
42,163
|
|
Statutory taxes at 21.0%
|
$
|
9,114
|
|
|
$
|
8,854
|
|
State and local income taxes
|
1,129
|
|
|
1,241
|
|
||
Non-deductible expenses
|
736
|
|
|
663
|
|
||
Percentage depletion
|
(4,451
|
)
|
|
(4,199
|
)
|
||
R&D and other federal credits
|
(255
|
)
|
|
(37
|
)
|
||
Settlements
|
(2,377
|
)
|
|
323
|
|
||
Other, net
|
(129
|
)
|
|
533
|
|
||
Income tax provision
|
$
|
3,767
|
|
|
$
|
7,378
|
|
Effective income tax rate
|
8.7
|
%
|
|
17.5
|
%
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Lease liabilities
|
$
|
30,875
|
|
|
$
|
—
|
|
Tax carryforwards
|
16,305
|
|
|
19,058
|
|
||
Inventories
|
1,704
|
|
|
2,041
|
|
||
Accrued liabilities
|
10,020
|
|
|
9,860
|
|
||
Employee benefits
|
4,853
|
|
|
4,892
|
|
||
Other
|
9,005
|
|
|
9,347
|
|
||
Total deferred tax assets
|
72,762
|
|
|
45,198
|
|
||
Less: Valuation allowance
|
12,296
|
|
|
14,219
|
|
||
|
60,466
|
|
|
30,979
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Lease right-of-use assets
|
30,875
|
|
|
—
|
|
||
Depreciation and depletion
|
28,061
|
|
|
27,299
|
|
||
Partnership investment - development costs
|
9,949
|
|
|
5,146
|
|
||
Accrued pension benefits
|
3,919
|
|
|
1,380
|
|
||
Total deferred tax liabilities
|
72,804
|
|
|
33,825
|
|
||
Net deferred liability
|
$
|
(12,338
|
)
|
|
$
|
(2,846
|
)
|
|
December 31, 2019
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
State net operating loss
|
$
|
16,531
|
|
|
$
|
13,668
|
|
|
2020-2039
|
Federal research credit
|
1,455
|
|
|
—
|
|
|
2034-2038
|
||
Federal foreign tax credit
|
463
|
|
|
463
|
|
|
2029
|
||
Alternative minimum tax credit
|
1,596
|
|
|
—
|
|
|
(1)
|
||
Total
|
$
|
20,045
|
|
|
$
|
14,131
|
|
|
|
|
December 31, 2018
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
2,340
|
|
|
$
|
2,340
|
|
|
2024-2026
|
State net operating loss
|
16,624
|
|
|
13,182
|
|
|
2019-2038
|
||
Federal research credit
|
1,198
|
|
|
—
|
|
|
2034-2038
|
||
Alternative minimum tax credit
|
2,310
|
|
|
—
|
|
|
(1)
|
||
Total
|
$
|
22,472
|
|
|
$
|
15,522
|
|
|
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
1,280
|
|
|
$
|
997
|
|
Additions based on tax positions related to prior years
|
1,172
|
|
|
283
|
|
||
Additions based on tax positions related to the current year
|
408
|
|
|
—
|
|
||
Balance at December 31
|
$
|
2,860
|
|
|
$
|
1,280
|
|
|
2019
|
|
2018
|
||
Weighted average discount rates for pension benefit obligation
|
2.98% - 3.20%
|
|
|
4.10% - 4.20%
|
|
Weighted average discount rates for net periodic benefit cost
|
4.10% - 4.20%
|
|
|
3.40% - 3.55%
|
|
Expected long-term rate of return on assets for net periodic benefit cost
|
7.50
|
%
|
|
7.50
|
%
|
|
2019
|
|
2018
|
||||
Interest cost
|
$
|
1,710
|
|
|
$
|
1,581
|
|
Expected return on plan assets
|
(2,778
|
)
|
|
(2,852
|
)
|
||
Amortization of actuarial loss
|
422
|
|
|
484
|
|
||
Amortization of prior service cost
|
58
|
|
|
58
|
|
||
Settlements
|
873
|
|
|
—
|
|
||
Net periodic pension expense (income)
|
$
|
285
|
|
|
$
|
(729
|
)
|
|
2019
|
|
2018
|
||||
Current year actuarial loss (gain)
|
$
|
(1,030
|
)
|
|
$
|
1,397
|
|
Amortization of actuarial loss
|
(422
|
)
|
|
(484
|
)
|
||
Amortization of prior service cost
|
(58
|
)
|
|
(58
|
)
|
||
Settlements
|
(873
|
)
|
|
—
|
|
||
Total recognized in other comprehensive loss (income)
|
$
|
(2,383
|
)
|
|
$
|
855
|
|
|
2019
|
2018
|
|||||
Change in benefit obligation
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
42,026
|
|
|
$
|
46,065
|
|
Interest cost
|
1,710
|
|
|
1,581
|
|
||
Actuarial loss (gain)
|
3,121
|
|
|
(3,286
|
)
|
||
Benefits paid
|
(2,391
|
)
|
|
(2,334
|
)
|
||
Settlements
|
(2,612
|
)
|
|
—
|
|
||
Projected benefit obligation at end of year
|
$
|
41,854
|
|
|
$
|
42,026
|
|
Accumulated benefit obligation at end of year
|
$
|
41,854
|
|
|
$
|
42,026
|
|
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
34,954
|
|
|
$
|
38,527
|
|
Actual return (loss) on plan assets
|
6,930
|
|
|
(1,832
|
)
|
||
Employer contributions
|
483
|
|
|
593
|
|
||
Benefits paid
|
(2,391
|
)
|
|
(2,334
|
)
|
||
Settlements
|
(2,612
|
)
|
|
—
|
|
||
Fair value of plan assets at end of year
|
$
|
37,364
|
|
|
$
|
34,954
|
|
Funded status at end of year
|
$
|
(4,490
|
)
|
|
$
|
(7,072
|
)
|
Amounts recognized in the balance sheets consist of:
|
|
|
|
||||
Non-current assets
|
$
|
3,079
|
|
|
$
|
2,047
|
|
Current liabilities
|
(606
|
)
|
|
(588
|
)
|
||
Non-current liabilities
|
(6,963
|
)
|
|
(8,531
|
)
|
||
|
$
|
(4,490
|
)
|
|
$
|
(7,072
|
)
|
Components of accumulated other comprehensive loss (income) consist of:
|
|
|
|
||||
Actuarial loss
|
$
|
13,951
|
|
|
$
|
16,277
|
|
Prior service cost
|
819
|
|
|
878
|
|
||
Deferred taxes
|
(3,305
|
)
|
|
(3,320
|
)
|
||
|
$
|
11,465
|
|
|
$
|
13,835
|
|
2020
|
$
|
2,678
|
|
2021
|
2,576
|
|
|
2022
|
2,582
|
|
|
2023
|
2,621
|
|
|
2024
|
2,642
|
|
|
2025 - 2028
|
12,827
|
|
|
|
$
|
25,926
|
|
|
2019
Actual Allocation |
|
2018
Actual Allocation |
|
Target Allocation
Range
|
||
U.S. equity securities
|
45.1
|
%
|
|
42.4
|
%
|
|
36.0% - 54.0%
|
Non-U.S. equity securities
|
20.0
|
%
|
|
19.4
|
%
|
|
16.0% - 24.0%
|
Fixed income securities
|
34.4
|
%
|
|
37.7
|
%
|
|
30.0% - 40.0%
|
Money market
|
0.5
|
%
|
|
0.5
|
%
|
|
0.0% - 10.0%
|
|
Level 1
|
||||||
|
2019
|
|
2018
|
||||
U.S. equity securities
|
$
|
16,862
|
|
|
$
|
14,834
|
|
Non-U.S. equity securities
|
7,482
|
|
|
6,790
|
|
||
Fixed income securities
|
12,854
|
|
|
13,169
|
|
||
Money market
|
166
|
|
|
161
|
|
||
Total
|
$
|
37,364
|
|
|
$
|
34,954
|
|
|
2019
|
|
2018
|
||
Weighted average discount rates for benefit obligation
|
2.65
|
%
|
|
3.80
|
%
|
Weighted average discount rates for net periodic benefit cost
|
3.80
|
%
|
|
3.10
|
%
|
Health care cost trend rate assumed for next year
|
6.50
|
%
|
|
6.75
|
%
|
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
|
2025
|
|
|
2019
|
|
2018
|
||||
Service cost
|
$
|
24
|
|
|
$
|
50
|
|
Interest cost
|
77
|
|
|
98
|
|
||
Amortization of actuarial loss
|
8
|
|
|
96
|
|
||
Amortization of prior service credit
|
(80
|
)
|
|
(64
|
)
|
||
Net periodic benefit expense
|
$
|
29
|
|
|
$
|
180
|
|
|
2019
|
|
2018
|
||||
Current year actuarial loss (gain)
|
$
|
46
|
|
|
$
|
(756
|
)
|
Amortization of actuarial loss
|
(8
|
)
|
|
(96
|
)
|
||
Current year prior service credit
|
—
|
|
|
(325
|
)
|
||
Amortization of prior service credit
|
80
|
|
|
64
|
|
||
Total recognized in other comprehensive income (loss)
|
$
|
118
|
|
|
$
|
(1,113
|
)
|
|
2019
|
|
2018
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
2,113
|
|
|
$
|
3,221
|
|
Service cost
|
24
|
|
|
50
|
|
||
Interest cost
|
77
|
|
|
98
|
|
||
Plan amendments
|
—
|
|
|
(326
|
)
|
||
Actuarial loss (gain)
|
46
|
|
|
(756
|
)
|
||
Benefits paid
|
(211
|
)
|
|
(174
|
)
|
||
Benefit obligation at end of year
|
$
|
2,049
|
|
|
$
|
2,113
|
|
Funded status at end of year
|
$
|
(2,049
|
)
|
|
$
|
(2,113
|
)
|
Amounts recognized in the balance sheets consist of:
|
|
|
|
||||
Current liabilities
|
$
|
(204
|
)
|
|
$
|
(215
|
)
|
Noncurrent liabilities
|
(1,845
|
)
|
|
(1,898
|
)
|
||
|
$
|
(2,049
|
)
|
|
$
|
(2,113
|
)
|
Components of accumulated other comprehensive loss (income) consist of:
|
|
|
|
||||
Actuarial loss
|
$
|
227
|
|
|
$
|
189
|
|
Prior service credit
|
(259
|
)
|
|
(339
|
)
|
||
Deferred taxes
|
(96
|
)
|
|
(74
|
)
|
||
|
$
|
(128
|
)
|
|
$
|
(224
|
)
|
2020
|
208
|
|
|
2021
|
228
|
|
|
2022
|
219
|
|
|
2023
|
216
|
|
|
2024
|
199
|
|
|
2025 - 2028
|
813
|
|
|
|
$
|
1,883
|
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Coal Mining
|
$
|
68,701
|
|
|
$
|
81,549
|
|
NAMining
|
42,823
|
|
|
36,950
|
|
||
Minerals Management
|
30,119
|
|
|
17,352
|
|
||
Unallocated Items
|
790
|
|
|
665
|
|
||
Eliminations
|
(1,443
|
)
|
|
(1,141
|
)
|
||
Total
|
$
|
140,990
|
|
|
$
|
135,375
|
|
|
|
|
|
||||
Operating profit (loss)
|
|
|
|
||||
Coal Mining
|
$
|
23,268
|
|
|
$
|
38,270
|
|
NAMining
|
(696
|
)
|
|
1,918
|
|
||
Minerals Management
|
25,721
|
|
|
14,331
|
|
||
Unallocated Items
|
(9,729
|
)
|
|
(10,473
|
)
|
||
Eliminations
|
256
|
|
|
(422
|
)
|
||
Total
|
$
|
38,820
|
|
|
$
|
43,624
|
|
|
2019
|
|
2018
|
||||
Expenditures for property, plant and equipment
|
|
|
|
||||
Coal Mining
|
$
|
15,092
|
|
|
$
|
8,816
|
|
NAMining
|
8,824
|
|
|
9,824
|
|
||
Minerals Management
|
517
|
|
|
1,406
|
|
||
Unallocated Items
|
231
|
|
|
884
|
|
||
Total
|
$
|
24,664
|
|
|
$
|
20,930
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
|
|
||||
Coal Mining
|
$
|
12,409
|
|
|
$
|
11,874
|
|
NAMining
|
2,223
|
|
|
1,509
|
|
||
Minerals Management
|
1,362
|
|
|
951
|
|
||
Unallocated Items
|
246
|
|
|
349
|
|
||
Total
|
$
|
16,240
|
|
|
$
|
14,683
|
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
120,016
|
|
|
$
|
84,819
|
|
Accounts receivable from affiliates
|
515
|
|
|
2,418
|
|
||
Current intercompany accounts receivable, net
|
1,255
|
|
|
868
|
|
||
Other current assets
|
10,448
|
|
|
4,508
|
|
||
Investment in subsidiaries
|
189,338
|
|
|
185,653
|
|
||
Property, plant and equipment, net
|
167
|
|
|
241
|
|
||
Other non-current assets
|
4,570
|
|
|
7,851
|
|
||
Total Assets
|
$
|
326,309
|
|
|
$
|
286,358
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
$
|
5,257
|
|
|
$
|
5,148
|
|
Current portion of deferred compensation
|
13,465
|
|
|
—
|
|
||
Note payable to Bellaire
|
16,950
|
|
|
17,300
|
|
||
Deferred compensation
|
—
|
|
|
12,939
|
|
||
Other non-current liabilities
|
1,245
|
|
|
267
|
|
||
Stockholders’ equity
|
289,392
|
|
|
250,704
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
326,309
|
|
|
$
|
286,358
|
|
|
2019
|
|
2018
|
||||
Statement of Operations
|
|
|
|
||||
Revenue
|
$
|
734,515
|
|
|
$
|
766,558
|
|
Gross profit
|
$
|
72,433
|
|
|
$
|
76,600
|
|
Income before income taxes
|
$
|
65,183
|
|
|
$
|
66,270
|
|
Net income
|
$
|
54,067
|
|
|
$
|
55,247
|
|
Balance Sheet
|
|
|
|
||||
Current assets
|
$
|
183,848
|
|
|
$
|
182,353
|
|
Non-current assets
|
$
|
837,477
|
|
|
$
|
860,049
|
|
Current liabilities
|
$
|
141,132
|
|
|
$
|
146,788
|
|
Non-current liabilities
|
$
|
875,216
|
|
|
$
|
891,175
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
120,016
|
|
|
$
|
84,819
|
|
Accounts receivable from affiliates
|
515
|
|
|
2,418
|
|
||
Current intercompany accounts receivable, net
|
1,255
|
|
|
868
|
|
||
Other current assets
|
10,448
|
|
|
4,508
|
|
||
Investment in subsidiaries
|
189,338
|
|
|
185,653
|
|
||
Property, plant and equipment, net
|
167
|
|
|
241
|
|
||
Other non-current assets
|
4,570
|
|
|
7,851
|
|
||
Total Assets
|
$
|
326,309
|
|
|
$
|
286,358
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
$
|
5,257
|
|
|
$
|
5,148
|
|
Current portion of deferred compensation
|
13,465
|
|
|
—
|
|
||
Note payable to Bellaire
|
16,950
|
|
|
17,300
|
|
||
Deferred compensation
|
—
|
|
|
12,939
|
|
||
Other non-current liabilities
|
1,245
|
|
|
267
|
|
||
Stockholders’ equity
|
289,392
|
|
|
250,704
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
326,309
|
|
|
$
|
286,358
|
|
|
Year Ended December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Expense (income):
|
|
|
|
||||
Intercompany interest expense
|
$
|
1,190
|
|
|
$
|
1,223
|
|
Other, net
|
(1,796
|
)
|
|
(613
|
)
|
||
|
(606
|
)
|
|
610
|
|
||
Administrative and general expenses
|
6,403
|
|
|
5,962
|
|
||
Loss before income taxes
|
(5,797
|
)
|
|
(6,572
|
)
|
||
Income tax benefit
|
(3,819
|
)
|
|
(676
|
)
|
||
Net loss before equity in earnings of subsidiaries
|
(1,978
|
)
|
|
(5,896
|
)
|
||
Equity in earnings of subsidiaries
|
41,610
|
|
|
40,681
|
|
||
Net income
|
39,632
|
|
|
34,785
|
|
||
Current period pension and postretirement plan adjustment, net of $226 expense and $14 tax benefit in 2019 and 2018, respectively
|
758
|
|
|
(301
|
)
|
||
Pension settlement, net of $202 tax benefit in 2019
|
671
|
|
|
—
|
|
||
Reclassification of pension and postretirement adjustments into earnings, net of $90 and $85 tax benefit in 2019 and 2018, respectively
|
845
|
|
|
489
|
|
||
Total other comprehensive income
|
2,274
|
|
|
188
|
|
||
Comprehensive Income
|
$
|
41,906
|
|
|
$
|
34,973
|
|
|
Year Ended December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
39,632
|
|
|
$
|
34,785
|
|
Equity in earnings of subsidiaries
|
41,610
|
|
|
40,681
|
|
||
Parent company only net loss
|
(1,978
|
)
|
|
(5,896
|
)
|
||
Net changes related to operating activities
|
3,671
|
|
|
(5,496
|
)
|
||
Net cash provided by (used for) operating activities
|
1,693
|
|
|
(11,392
|
)
|
||
Investing Activities
|
|
|
|
||||
Expenditures for property, plant and equipment
|
—
|
|
|
(12
|
)
|
||
Net cash used for investing activities
|
—
|
|
|
(12
|
)
|
||
Financing Activities
|
|
|
|
||||
Dividends received from subsidiaries
|
42,000
|
|
|
8,000
|
|
||
Notes payable to Bellaire
|
(350
|
)
|
|
(551
|
)
|
||
Purchase of treasury shares
|
(3,010
|
)
|
|
(1,294
|
)
|
||
Cash dividends paid
|
(5,132
|
)
|
|
(4,578
|
)
|
||
Other
|
(4
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
33,504
|
|
|
1,577
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Increase (decrease) for the period
|
35,197
|
|
|
(9,827
|
)
|
||
Balance at the beginning of the period
|
84,819
|
|
|
94,646
|
|
||
Balance at the end of the period
|
$
|
120,016
|
|
|
$
|
84,819
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
— Describe
|
|
Deductions
— Describe
|
|
Balance at
End of
Period (A)
|
||||||||||||
(In thousands)
|
||||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax valuation allowances
|
|
$
|
14,219
|
|
|
$
|
(1,923
|
)
|
|
$
|
—
|
|
|
—
|
|
|
|
|
$
|
12,296
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax valuation allowances
|
|
$
|
13,579
|
|
|
$
|
639
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
$
|
14,219
|
|
(A)
|
Balances which are not required to be presented and those which are immaterial have been omitted.
|
Re:
|
[DATE] Grant of Award Shares Executive Long-Term Incentive Compensation Plan
|
1.
|
Award/Surrender of Award Shares for Cashless Exercise. I acknowledge that the Company has paid the Award to me subject to the terms of the Plan and the related Executive Long-Term Incentive Compensation Plan Guidelines for the January 1, [YEAR] through December 31, [YEAR] Performance Period (the “[YEAR] Guidelines”) and the terms of this Agreement. I hereby acknowledge the initial grant of [NUMBER] shares of Class A Common under the Plan. Coincident with my receipt of the Award, I immediately and irrevocably surrendered [NUMBER] Award Shares to the Company to be used to satisfy a portion of my income and employment withholding tax obligations with respect to the Award. As a result, upon receipt by the Company of this signed Agreement I will receive a stock certificate for [NUMBER] shares of Class A Common representing my non-surrendered Award Shares.
|
2.
|
Restrictions on Transfer. I represent and covenant that, other than a Transfer (as defined below) (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order that would meet the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended, if such provisions applied to the Plan, or a similar binding judicial order (a “domestic relations order”), (c) directly or indirectly to a trust or partnership for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a trust or partnership shall continue to remain subject to the transfer restrictions hereinafter set forth) or (d) as otherwise permitted under the Plan with the consent of the Committee (including, without limitation, a cashless surrender in order to satisfy tax withholding obligations), the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares (collectively, a “Transfer”).
|
3.
|
Lapse of Restrictions. I acknowledge that the transfer restrictions on the non-surrendered Award Shares set forth in paragraph (2) above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31, [YEAR]; (b) the date of my death or permanent disability (as determined under the Company’s long-term disability plan); (c) three years after retirement, which is my termination of employment at or after age 65 or age 60 with five years of service with one or more Employers (or earlier with the approval of the Committee); (d) an extraordinary release of transfer restrictions pursuant to Section 8(d) of the Plan; (e) the Transfer of Award Shares pursuant to a domestic relations order, but only as to the shares so transferred and (f) any other lapse of transfer restrictions as determined by the Committee in accordance with the Plan. As notice of such transfer restrictions, I acknowledge that there is affixed to each stock certificate representing Award Shares the following legend (or, to the extent the Award Shares are uncertificated, that another appropriate notation shall apply):
|
4.
|
Obligations. I agree that I (or any applicable trust or partnership) shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the [YEAR] Guidelines.
|
5.
|
Rights. I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares and to receive any dividends paid thereon. I also understand that the Award Shares are subject to adjustment as described in clauses (b) and (c) of
|
6.
|
Removal of Restrictions. I understand that: (a) in the case of a Transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares (or ownership in book entry format)u, or (b) on surrender to the Company (or its delegate) of the appropriate certificate or certificates reflecting Award Shares (or ownership in book entry format) with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 above, the Company shall take all such action as may be necessary to remove such restrictions from the stock certificates or other applicable records with respect to uncertificated shares, representing the Award Shares, such that the resulting shares shall be fully paid, nonassessable and unrestricted by the terms of the Plan and this Agreement.
|
7.
|
Withholding. In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the payment of any Award Shares, I agree to surrender the number the of Award Shares listed in paragraph 1 above to satisfy a portion of my income and employment tax withholding obligations with respect to my Award. In the event that the surrender of such Award Shares is insufficient to satisfy such withholding obligations, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me (to the extent permitted under Section 409A of the Internal Revenue Code) such amounts of taxes with respect to the income attributable to such shares and at such time or times as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the Company. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the applicable Employer or make provision satisfactory to the Board of Directors or the Committee (or to any officer authorized for that purpose by the Board of Directors or the Committee) to reimburse or indemnify the applicable Employer for such amounts of taxes at such time and from time to time, as the Company may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board of Directors or the Committee (or any officer authorized for that purpose by the Board of Directors or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate (or book entry) without any legend (or notation) referring to the transfer restrictions with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the applicable Employer for such amounts of such taxes or make other provisions for reimbursement or indemnification to the applicable Employer of such taxes, satisfactory in the sole judgment of the Board of Directors or the Committee (or such officer) exercised in good faith.
|
8.
|
No Right to Employment. I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Employers and does not limit or restrict any right that the Employers otherwise may have to terminate my employment.
|
|
[NAME]
|
ACCEPTED [DATE]
NACCO INDUSTRIES, INC.
|
|
|
|
By:
[OFFICER/TITLE]
|
|
Re:
|
[DATE] Grant of Award Shares Executive Long-Term Incentive Compensation Plan
|
1.
|
Award. I acknowledge that the Company has paid the Award to me subject to the terms of the Plan and the related Executive Long-Term Incentive Compensation Plan Guidelines for the January 1, [YEAR] through December 31, [YEAR] Performance Period (the “[YEAR] Guidelines”) and the terms of this Agreement. Upon receipt by the Company of this signed Agreement I will receive a stock certificate for [NUMBER] shares of Class A Common representing the Award Shares.
|
2.
|
Restrictions on Transfer. I represent and covenant that, other than a Transfer (as defined below) (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order that would meet the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended, if such provisions applied to the Plan, or a similar binding judicial order (a “domestic relations order”), (c) directly or indirectly to a trust or partnership for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a trust or partnership shall continue to remain subject to the transfer restrictions hereinafter set forth) or (d) as otherwise permitted under the Plan with the consent of the Committee, the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares (collectively, a “Transfer”).
|
3.
|
Lapse of Restrictions. I acknowledge that the transfer restrictions on the Award Shares set forth in paragraph (2) above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31, [YEAR]; (b) the date of my death or permanent disability (as determined under the Company’s long-term disability plan); (c) three years after retirement, which is my termination of employment at or after age 65 or age 60 with five years of service with one or more Employers (or earlier with the approval of the Committee); (d) an extraordinary release of transfer restrictions pursuant to Section 8(d) of the Plan; (e) the Transfer of Award Shares pursuant to a domestic relations order, but only as to the shares so transferred and (f) any other lapse of transfer restrictions as determined by the Committee in accordance with the Plan. As notice of such transfer restrictions, I acknowledge that there is affixed to each stock certificate representing Award Shares the following legend:
|
4.
|
Obligations. I agree that I (or any applicable trust or partnership) shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the [YEAR] Guidelines.
|
5.
|
Rights. I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares and to receive any dividends paid thereon. I also understand that the Award Shares are subject to adjustment as described in clauses (b) and (c) of Section 9 of the Plan and that any securities that I receive in respect to Award Shares in connection with any such adjustment shall be deemed to be Award Shares, and shall be subject to the transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued (unless such restrictions are modified or eliminated by the Committee).
|
6.
|
Removal of Restrictions. I understand that: (a) in the case of a Transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares (or ownership in book entry format)u, or (b) on surrender to the Company (or its delegate) of the appropriate certificate or certificates reflecting Award Shares (or ownership in book entry format) with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 above, the Company shall take all such action as may be necessary to remove such restrictions from the stock certificates or other applicable records with respect to uncertificated shares, representing the Award Shares, such that the resulting shares shall be fully paid, nonassessable and unrestricted by the terms of the Plan and this Agreement.
|
7.
|
Withholding. In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the payment of any Award Shares, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me (to the extent permitted under Section 409A of the Internal Revenue Code) such amounts of taxes with respect to the income attributable to such shares and at such time or times as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the Company. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the applicable Employer or make provision satisfactory to the Board of Directors or the Committee (or to any officer authorized for that purpose by the Board of Directors or the Committee) to reimburse or indemnify the applicable Employer for such amounts of taxes at such time and from time to time, as the Company may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board of Directors or the Committee (or any officer authorized for that purpose by the Board of Directors or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate (or book entry) without any legend (or notation) referring to the transfer restrictions with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the applicable Employer for such amounts of such taxes or make other provisions for reimbursement or indemnification to the applicable Employer of such taxes, satisfactory in the sole judgment of the Board of Directors or the Committee (or such officer) exercised in good faith.
|
8.
|
No Right to Employment. I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Employers and does not limit or restrict any right that the Employers otherwise may have to terminate my employment.
|
|
[NAME]
|
ACCEPTED [DATE]
NACCO INDUSTRIES, INC.
|
|
|
|
By:
[OFFICER/TITLE]
|
|
Name
|
Incorporation
|
|
|
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
|
Catapult Mineral Partners, 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%)
|
Liberty Fuels Company, LLC
|
Nevada
|
Mississippi Lignite Mining Company
|
Texas
|
Mitigation Resources of North America, LLC
|
Nevada
|
Mitigate Alabama, LLC
|
Nevada
|
Mitigate Tennessee, LLC
|
Nevada
|
Mitigate Texas, LLC
|
Nevada
|
NAM - Corkscrew, LLC
|
Nevada
|
NAM - CSA, LLC
|
Nevada
|
NAM - Newberry, LLC
|
Nevada
|
NAM - MCA, LLC
|
Nevada
|
NAM - PBA, LLC
|
Nevada
|
NAM - Pasco, LLC
|
Nevada
|
NAM - Perry, LLC
|
Nevada
|
NAM - QueenField, LLC
|
Nevada
|
NAM - SDI, LLC
|
Nevada
|
NAM - WFA, LLC
|
Nevada
|
NAM - WRQ, 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 Mining, LLC
|
Nevada
|
North American Coal Royalty Company
|
Delaware
|
Otter Creek Mining Company LLC
|
Nevada
|
Red Hills Property Company LLC
|
Mississippi
|
The Sabine Mining Company
|
Nevada
|
Sawtooth Mining, LLC
|
Nevada
|
Shondenah Energy, LLC
|
Nevada
|
TRU Global Energy Services, LLC
|
Delaware
|
TRU Energy Services, LLC
|
Nevada
|
Reed Minerals, Inc.
|
Alabama
|
Yockanookany Mitigation Resources, LLC
|
Nevada
|
(1)
|
Registration Statement (Form S-8 No. 333-231316) pertaining to the Amended and Restated Executive Long-Term Incentive Compensation Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-231315) pertaining to the Amended and Restated Non-Employee Directors’ Equity Compensation Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-139268) pertaining to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-166944) pertaining to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan,
|
(5)
|
Registration Statement (Form S-8 No. 333-183242) pertaining to the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Compensation Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-217862) pertaining to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2017), and
|
(7)
|
Registration Statement (Form S-8 No. 333-217900) pertaining to NACCO Industries, Inc. Non-Employee Directors’ Equity Compensation Plan (Amended and Restated Effective May 9, 2017);
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
March 4, 2020
|
|
|
|
/s/ John S. Dalrymple
|
|
February 13, 2020
|
|
John S. Dalrymple
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 13, 2020
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 13, 2020
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ Timothy K. Light
|
|
February 13, 2020
|
|
Timothy K. Light
|
|
Date
|
|
/s/ Michael S. Miller
|
|
February 13, 2020
|
|
Michael S. Miller
|
|
Date
|
|
/s/ Richard de J. Osborne
|
|
February 13, 2020
|
|
Richard de J. Osborne
|
|
Date
|
|
/s/ Alfred M. Rankin, Jr.
|
|
February 13, 2020
|
|
Alfred M. Rankin, Jr.
|
|
Date
|
|
/s/ Matthew M. Rankin
|
|
February 13, 2020
|
|
Matthew M. Rankin
|
|
Date
|
|
/s/ Roger F. Rankin
|
|
February 13, 2020
|
|
Roger F. Rankin
|
|
Date
|
|
/s/ Lori J. Robinson
|
|
February 13, 2020
|
|
Lori J. Robinson
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 13, 2020
|
|
Britton T. Taplin
|
|
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 4, 2020
|
|
/s/ J.C. Butler, Jr.
|
|
|
|
|
J.C. Butler, Jr.
|
|
|
|
|
President and Chief 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 4, 2020
|
|
/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 4, 2020
|
|
/s/ J.C. Butler, Jr.
|
|
|
|
|
J.C. Butler, Jr.
|
|
|
|
|
President and Chief Executive Officer
|
|
Date:
|
March 4, 2020
|
|
/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)
|
|
Mine Act Section 104(d) Citations (3)
|
|
Total Dollar Value of Proposed MSHA Assessment
|
|
Number of Legal Actions Initiated before the FMSHRC for the year ended at December 31, 2019
|
|
Number of Legal Actions Resolved before the FMSHRC for the year ended at December 31, 2019
|
|
Number of Legal Actions Pending before the FMSHRC at December 31, 2019 (4)
|
|||||||
Coteau (Freedom Mine)
|
|
1
|
|
|
—
|
|
|
$
|
1,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Falkirk (Falkirk Mine)
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sabine (South Hallsville No. 1 Mine)
|
|
—
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Demery (Five Forks Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Caddo Creek (Marshall Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Camino Real (Eagle Pass Mine)
|
|
1
|
|
|
—
|
|
|
2,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Coyote Creek (Coyote Creek Mine)
|
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Bisti Fuels (Navajo Mine)
|
|
3
|
|
|
—
|
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
MLMC (Red Hills Mine)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
North American Mining Operations:
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Card Sound Quarry
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
White Rock Quarry - North
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
White Rock Quarry - South
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Krome Quarry
|
|
1
|
|
|
—
|
|
|
514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Alico Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
FEC Quarry
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
SCL Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Central State Aggregates Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Mid Coast Aggregates Quarry
|
|
—
|
|
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
West Florida Aggregates Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
St. Catherine Quarry
|
|
—
|
|
|
—
|
|
|
1,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Center Hill Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Inglis Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Titan Corkscrew Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Palm Beach Aggregates Quarry
|
|
4
|
|
|
2
|
|
|
41,148
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Perry Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
SDI Aggregates Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Queensfield Mine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
County Line Quarry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Newberry Quarry
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
10
|
|
|
2
|
|
|
$
|
50,434
|
|
|
1
|
|
|
—
|
|
|
1
|
|
(1)
|
Bellaire's, Centennial's and Liberty's closed mines are not included in the table above and did not receive any of the indicated citations.
|
(2)
|
Mine Act section 104(a) significant and substantial citations are for alleged violations of a mining safety standard or regulation where there exists a reasonable likelihood that the hazard contributed to or will result in an injury or illness of a reasonably serious nature.
|
(3)
|
Mine Act section 104(d) citations are for an alleged unwarrantable failure to comply with a mandatory health and safety standard.
|
(4)
|
The pending legal actions at Krome Quarry and Palm Beach Aggregates Quarry are contests of citations received and contests of proposed penalties.
|