UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
| (Mark One) | |||||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
| For the quarterly period ended | |||||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to | ||||||||
Commission file number 1-9172
Securities registered pursuant to Section 12(b) of the Act
| (Exact name of registrant as specified in its charter) | |||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||||||||
| (Registrant's telephone number, including area code) | |||||||||||||||||||||||
| N/A | |||||||||||||||||||||||
| (Former name, former address and former fiscal year, if changed since last report) | |||||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Class B Common Stock is not publicly listed for trade on any exchange or market system; however, Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | ☑ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No þ
Number of shares of Class A Common Stock outstanding at April 25, 2025: 5,877,177
Number of shares of Class B Common Stock outstanding at April 25, 2025: 1,564,953
NACCO INDUSTRIES, INC.
TABLE OF CONTENTS
| Page Number | |||||||||||||||||
1
Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| MARCH 31 2025 | DECEMBER 31 2024 | ||||||||||
| (In thousands, except share data) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable | |||||||||||
| Accounts receivable from affiliates | |||||||||||
| Prepaid profit sharing | |||||||||||
| Deposits with vendors | |||||||||||
| Inventories | |||||||||||
| Assets held for sale | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangibles, net | |||||||||||
| Mining supplies inventory | |||||||||||
| Deferred income taxes | |||||||||||
| Investments in unconsolidated subsidiaries | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Equity securities | |||||||||||
| Equity method investment in Eiger, LLC | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable to affiliates | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Asset retirement obligations | |||||||||||
| Accrued payroll | |||||||||||
| Excess funding liability | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term revolving credit agreements | |||||||||||
| Operating lease liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Pension and other postretirement obligations | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity | |||||||||||
| Common stock: | |||||||||||
Class A, par value $ | |||||||||||
Class B, par value $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to Unaudited Condensed Consolidated Financial Statements.
2
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands, except per share data) | |||||||||||
| Revenues | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Earnings of unconsolidated operations | |||||||||||
| Operating expenses | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Amortization of intangible assets | |||||||||||
| Gain on sale of assets | ( | ( | |||||||||
| Operating profit | |||||||||||
| Other expense (income) | |||||||||||
| Interest expense | |||||||||||
| Interest income | ( | ( | |||||||||
| Closed mine obligations | |||||||||||
| Loss (gain) on equity securities | ( | ||||||||||
| Other, net | ( | ||||||||||
| ( | |||||||||||
| Income before income tax provision | |||||||||||
| Income tax provision | |||||||||||
| Net income | $ | $ | |||||||||
| Earnings per share: | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
| Basic weighted average shares outstanding | |||||||||||
| Diluted weighted average shares outstanding | |||||||||||
See notes to Unaudited Condensed Consolidated Financial Statements.
3
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net income | $ | $ | |||||||||
Reclassification of pension and postretirement adjustments into earnings, net of $ | |||||||||||
| Total other comprehensive income | |||||||||||
| Comprehensive income | $ | $ | |||||||||
See notes to Unaudited Condensed Consolidated Financial Statements.
4
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Operating activities | |||||||||||
| Net cash provided by (used for) operating activities | $ | $ | ( | ||||||||
| Investing activities | |||||||||||
| Expenditures for property, plant and equipment and acquisition of mineral interests | ( | ( | |||||||||
| Proceeds from the sale of property, plant and equipment | |||||||||||
| Other | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Additions to long-term debt | |||||||||||
| Reductions of long-term debt | ( | ( | |||||||||
| Net (reductions) additions to revolving credit agreements | ( | ||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Purchase of treasury shares | ( | ( | |||||||||
| Net cash (used for) provided by financing activities | ( | ||||||||||
| Cash and cash equivalents | |||||||||||
| Total decrease for the period | ( | ( | |||||||||
| Balance at the beginning of the period | |||||||||||
| Balance at the end of the period | $ | $ | |||||||||
See notes to Unaudited Condensed Consolidated Financial Statements.
5
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Class A Common Stock | Class B Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Purchase of treasury shares | ( | — | — | ( | — | ( | ||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
Cash dividends on Class A and Class B common stock: $ | — | — | — | ( | — | ( | ||||||||||||||
| Reclassification adjustment to net income, net of tax | — | — | — | — | ||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
| Stock-based compensation | — | — | — | |||||||||||||||||
| Purchase of treasury shares | ( | — | — | ( | — | ( | ||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
Cash dividends on Class A and Class B common stock: $ | — | — | — | ( | — | ( | ||||||||||||||
| Reclassification adjustment to net income, net of tax | — | — | — | — | ||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||
See notes to Unaudited Condensed Consolidated Financial Statements.
6
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(In thousands, except as noted and per share amounts)
NOTE 1—Nature of Operations and Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of NACCO Industries, Inc.® (NACCO) and its wholly owned subsidiary, NACCO Natural Resources Corporation® (NACCO Natural Resources and with NACCO collectively, the Company, we, our or us). NACCO Natural Resources brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through our robust portfolio of businesses. We operate under three business segments: Coal Mining, North American Mining® (NAMining) and Minerals Management. The Coal Mining segment operates surface coal mines for power generation companies. The NAMining segment is a trusted mining partner for producers of aggregates, activated carbon, lithium and other industrial minerals. The Minerals Management segment, which includes the Catapult Mineral Partners (Catapult) business, acquires and promotes the development of mineral interests and investments. Mitigation Resources of North America® (Mitigation Resources) provides stream and wetland mitigation solutions as well as comprehensive reclamation and restoration construction services. In addition, ReGen Resources is pursuing opportunities to develop new power generation resources.
We have items not directly attributable to a reportable segment that are not included in the reported financial results of the operating segments. These items primarily include administrative costs related to public company reporting requirements, including management and board compensation, and the financial results of Bellaire Corporation (Bellaire), Mitigation Resources, ReGen Resources and other developing businesses. Bellaire manages our long-term liabilities related to former Eastern U.S. underground mining activities. Intercompany accounts and transactions are eliminated in consolidation. See Note 7 for further discussion of segment reporting.
Our operating segments are further described below:
Coal Mining Segment: The Coal Mining segment operates surface coal mines under long-term contracts with power generation companies pursuant to a service-based business model. Coal is surface mined in North Dakota and Mississippi. Each mine is fully integrated with our customer's operations.
During the three months ended March 31, 2025, the Coal Mining segment's operating coal mines were: The Coteau Properties Company (Coteau), Coyote Creek Mining Company, LLC (Coyote Creek), The Falkirk Mining Company (Falkirk) and Mississippi Lignite Mining Company (MLMC). Each of these mines supply lignite coal for power generation and delivers our coal production to an adjacent power plant or synfuels plant under a long-term supply contract. While MLMC’s coal supply contract contains a take or pay provision, the contract contains a force majeure provision that allows for the temporary suspension of the take or pay provision during the duration of certain specified events beyond the control of either party; all other coal supply contracts are requirements contracts. Certain coal supply contracts can be terminated early, which would result in a reduction to future earnings.
The MLMC contract is the only coal supply contract in which we are responsible for all operating costs, capital requirements and final mine reclamation; therefore, MLMC is consolidated within our financial statements. 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. Profitability at MLMC is affected by customer demand for coal and changes in the indices that determine sales price and actual costs incurred. As diesel fuel is heavily weighted among the indices used to determine the coal sales price, fluctuations in diesel fuel prices can result in significant fluctuations in earnings at MLMC. MLMC's customer operates the Red Hills Power Plant, which supplies electricity to the Tennessee Valley Authority (TVA) under a long-term power purchase agreement. MLMC’s contract with its customer runs through April 1, 2032. TVA’s power portfolio includes coal, nuclear, hydroelectric, natural gas and renewables. The decision regarding which power plants to dispatch is determined by TVA. Reduction in dispatch of the Red Hills Power Plant will result in reduced earnings at MLMC.
The Sabine Mining Company (Sabine) operates the Sabine Mine in Texas. All production from Sabine was delivered to Southwestern Electric Power Company's (SWEPCO) Henry W. Pirkey Plant (the Pirkey Plant). SWEPCO is an American Electric Power (AEP) company. As a result of the early retirement of the Pirkey Plant, Sabine ceased deliveries and commenced final reclamation on April 1, 2023. Funding for mine reclamation is the responsibility of SWEPCO, and Sabine receives compensation for providing mine reclamation services. Sabine will provide mine reclamation services through September 30, 2026. As of October 1, 2026, SWEPCO has an obligation to acquire all of the capital stock of Sabine and complete the remaining mine reclamation.
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At Coteau, Coyote Creek and Falkirk, we are paid a management fee per ton of coal or heating unit (MMBtu) delivered. Each contract specifies the indices and mechanics by which fees change over time, generally in line with broad measures of U.S. inflation. Our customers are responsible for funding all mine operating costs, including final mine reclamation, and directly or indirectly providing all of the capital required to build and operate the mine. This contract structure eliminates exposure to spot coal market price fluctuations while providing income and cash flow with minimal capital investment. Other than at Coyote Creek, debt financing provided by or supported by the customers is without recourse to us. See Note 6 for further discussion of Coyote Creek's guarantees.
Coteau, Coyote Creek, Falkirk and Sabine each meet the definition of a variable interest entity (VIE). In each case, NACCO is not the primary beneficiary of the VIE as we do not exercise financial control; therefore, we do not consolidate the results of these operations within our financial statements. Instead, these contracts are accounted for as equity method investments. We regularly evaluate if there are reconsideration events which could change our conclusion as to whether these entities meet the definition of a VIE and the determination of the primary beneficiary. The income before income taxes associated with these VIEs is reported as Earnings of unconsolidated operations on the Unaudited Condensed Consolidated Statements of Operations and our investment is reported on the line Investments in unconsolidated subsidiaries in the Unaudited Condensed Consolidated Balance Sheets. The mines that meet the definition of a VIE are referred to collectively as the Unconsolidated Subsidiaries. For tax purposes, the Unconsolidated Subsidiaries are included within our consolidated U.S. tax return; therefore, the Income tax provision line on the Unaudited Condensed Consolidated Statements of Operations includes income taxes related to these entities. See Note 6 for further information on the Unconsolidated Subsidiaries.
We perform contemporaneous reclamation activities at each mine in the normal course of operations. Under all of the Unconsolidated Subsidiaries’ contracts, the customer has the obligation to fund final mine reclamation activities. Under certain contracts, the Unconsolidated Subsidiary holds the mine permit and is therefore responsible for final mine reclamation activities. To the extent the Unconsolidated Subsidiary performs such final reclamation, it is compensated for providing those services in addition to receiving reimbursement from customers for costs incurred.
NAMining Segment: The NAMining segment provides value-added contract mining and other services for producers of industrial minerals. The segment is a platform for our growth and diversification of mining activities outside of the thermal coal industry. NAMining provides contract mining services for independently owned mines and quarries, creating value for our customers by performing the mining aspects of our customers’ operations. This allows customers to focus on their areas of expertise: materials handling and processing, product sales and distribution. As of March 31, 2025, NAMining operates in Florida, Texas, Arkansas, Virginia and Nebraska.
In addition, Sawtooth Mining, LLC (Sawtooth) will be the exclusive provider of comprehensive mining services for the Thacker Pass lithium project in Humboldt County, Nevada. Thacker Pass is owned by a joint venture between Lithium Americas Corp. (TSX:LAC) (NYSE: LAC) and General Motors Holdings LLC. Thacker Pass commenced construction in 2023 and is targeting initial production in late 2027. Sawtooth will be reimbursed for costs of mining, capital expenditures and mine closure and will recognize a contractually agreed upon production fee once the mine is operating. In addition to providing comprehensive mining services, Sawtooth is currently assisting with certain construction services and will transport clay tailings once lithium production commences.
Minerals Management Segment: The Minerals Management segment derives income primarily by leasing our royalty and mineral interests to third-party exploration and production companies, and, to a lesser extent, other mining companies, granting them the rights to explore, develop, mine, produce, market and sell gas, oil, and coal in exchange for royalty payments based on the lessees' sales of those minerals.
The Minerals Management segment owns royalty interests, mineral interests, non-participating royalty interests and overriding royalty interests (collectively mineral and royalty interests).
•Royalty Interest. Royalty interests generally result when the owner of a mineral interest leases the underlying minerals to an exploration and production company pursuant to an oil and gas lease. Typically, the resulting royalty interest is a cost-free percentage of production revenues for minerals extracted from the acreage. A holder of royalty interests is generally not responsible for capital expenditures or lease operating expenses, but royalty interests may be calculated net of post-production expenses, and typically have no environmental liability. Royalty interests leased to producers expire upon the expiration of the oil and gas lease and revert to the mineral owner.
•Mineral Interest. Mineral interests are perpetual rights of the owner to explore, develop, exploit, mine and/or produce any or all of the minerals lying below the surface of the property. The holder of a mineral interest has the right to lease
8
the minerals to an exploration and production company. Upon the execution of an oil and gas lease, the lessee (the exploration and production company) becomes the working interest owner and the lessor (the mineral interest owner) has a royalty interest.
•Non-Participating Royalty Interest (NPRIs). NPRI is an interest in oil and gas production which is created from the mineral estate. The NPRI is expense-free, bearing no operational costs of production. The term non-participating indicates that the interest owner does not share in the bonus, rentals from a lease, nor the right to participate in the execution of oil and gas leases. The NPRI owner does, however, typically receive royalty payments.
•Overriding Royalty Interest (ORRIs). ORRIs are created by carving out the right to receive royalties from a working interest. Like royalty interests, ORRIs do not confer an obligation to make capital expenditures or pay for lease operating expenses and have limited environmental liability; however, ORRIs may be calculated net of post-production expenses, depending on how the ORRI is structured. ORRIs that are carved out of working interests are linked to the same underlying oil and gas lease that created the working interest, and therefore, such ORRIs are typically subject to expiration upon the expiration or termination of the oil and gas lease.
We may own more than one type of mineral and royalty interest in the same tract of land. For example, where we own an ORRI in a lease on the same tract of land in which we own a mineral interest, the ORRI in that tract will relate to the same gross acres as the mineral interest in that tract.
As of March 31, 2025 and December 31, 2024, Minerals Management holds an equity investment of $19.7 million and $19.1 million, respectively, in Eiger, LLC (Eiger), which holds non-operated working interests in oil and natural gas assets in the Kansas and the Oklahoma portion of the Hugoton basin. This entity meets the definition of a VIE. NACCO is not the primary beneficiary of the VIE as it does not exercise financial control; therefore, we do not consolidate the results of these operations within our financial statements. Instead, this contract is accounted for as an equity method investment. During the three months ended March 31, 2025 and 2024, we recorded our share of earnings of $0.6 million and our share of losses of $0.1 million, respectively, as Earnings of unconsolidated operations on the Unaudited Condensed Consolidated Statements of Operations. Our investment is reported on the line Equity method investment in Eiger, LLC in the Unaudited Condensed Consolidated Balance Sheets. Due to a lag in Eiger's financial reporting, earnings or losses from this investment are recorded on a one quarter lag.
Other Items: During the first quarter of 2025, $14.5 million of excess funds from the terminated Falkirk pension plan were directly transferred to the NACCO 401(k) plan. The NACCO 401(k) plan is a qualified replacement plan; therefore, these funds will be utilized to offset future profit sharing contributions to 401(k) plan participants. As of March 31, 2025, the $14.5 million asset is recorded on the line Prepaid profit sharing and will be reduced as profit sharing contributions are made to employees. The corresponding liability to Falkirk’s former customer is also recognized in Excess funding liability on the Unaudited Condensed Consolidated Balance Sheet at March 31, 2025.
At March 31, 2025 and December 31, 2024, we had $13.2 million and $14.2 million, respectively, classified as Assets held for sale, primarily for draglines at NAMining and a building.
Accounting Standards Not Yet Adopted: In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires entities to disclose more detailed information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The adoption of this standard only impacts disclosures and is not expected to have a material impact on our Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03), which requires entities to disclose disaggregated information about certain income statement expense line items in the notes to their financial statements on an annual and interim basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently in the process of evaluating the impact of this ASU on our Financial Statements and related disclosures.
Basis of Presentation: These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of our financial position at March 31, 2025, the results of our operations, comprehensive income, cash flows and
9
changes in equity for the three months ended March 31, 2025 and 2024 have been included. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information or notes required by U.S. GAAP for complete financial statements.
NOTE 2—Revenue Recognition
Nature of Performance Obligations: At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promised good or service that is distinct. To identify the performance obligations, we consider all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
Each mine or mine area has a contract with our respective customer that represents a contract under ASC 606. For our consolidated entities, our performance obligations vary by contract and consist of the following:
At MLMC, each MMBtu delivered during the production period is considered a separate performance obligation. Revenue is recognized at the point in time that control of each MMBtu of lignite transfers to the customer. Fluctuations in revenue from period to period generally result from changes in customer demand.
At NAMining, the management service to oversee the operation of the equipment, and delivery of aggregates or other minerals is the performance obligation accounted for as a series. Performance momentarily creates an asset that the customer simultaneously receives and consumes; therefore, control is transferred to the customer over time. Consistent with the conclusion that the customer simultaneously receives and consumes the benefits provided, an input-based measure of progress is appropriate. As each month of service is completed, revenue is recognized for the amount of actual costs incurred, plus the management fee or fixed fee and the general and administrative fee (as applicable). Fluctuations in revenue from period to period result from changes in customer demand primarily due to increases and decreases in activity levels on individual contracts and variances in reimbursable costs. Revenue from part sales is recognized upon transfer of control of the parts to the customer.
The Minerals Management segment enters into contracts which grant the right to explore, develop, produce and sell minerals controlled by us. These arrangements result in the transfer of mineral rights for a period of time; however, no rights to the actual land are granted other than access for purposes of exploration, development, production and sales. The mineral rights revert back to us at the expiration of the contract.
Under these contracts, granting exclusive right, title, and interest in and to minerals, if any, is the performance obligation. The performance obligation under these contracts represents a series of distinct goods or services whereby each day of access that is provided is distinct. The transaction price consists of a variable sales-based royalty and, in certain arrangements, a fixed component in the form of an up-front lease bonus payment. As the amount of consideration we will ultimately be entitled to is entirely susceptible to factors outside of our control, the entire amount of variable consideration is constrained at contract inception. We believe that the pricing provisions of royalty contracts are customary in the industry. Up-front lease bonus payments represent the fixed portion of the transaction price and are recognized over the primary term of the contract, which is generally to five years .
Mitigation Resources generates and sells stream and wetland mitigation credits (known as mitigation banking) and provides services to those engaged in permittee-responsible stream and wetland mitigation. Each mitigation credit sale is considered a separate performance obligation. Revenue is recognized at the point in time that control of each mitigation credit transfers to the customer. Fluctuations in revenue from period to period generally result from changes in customer demand. Under the permittee-responsible stream and wetland mitigation model, the contracts are generally structured as a management fee agreement under which Mitigation Resources is reimbursed for all costs incurred in performing the required mitigation plus an agreed profit percentage or a fixed fee. The mitigation services provided is the performance obligation and is accounted for as a series. Performance momentarily creates an asset that the customer simultaneously receives and consumes; therefore, control is transferred to the customer as work is completed. Consistent with the conclusion that the customer simultaneously receives and consumes the benefits provided, an input-based measure of progress is appropriate. As each month of service is completed, revenue is recognized for the amount of actual costs incurred, plus the management fee or fixed fee. Fluctuations in revenue from period to period result from changes in customer demand primarily due to increases and decreases in activity levels of individual contracts and variances in reimbursable costs.
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Significant Judgments: Our contracts with our customers in the Coal Mining and NAMining segments contain different types of variable consideration including, but not limited to, management fees that adjust based on volumes or MMBtu delivered. However, the terms of these variable payments relate specifically to our efforts to satisfy one or more, but not all, of the performance obligations (or to a specific outcome from satisfying the performance obligations) in the contract. Therefore, we allocate each variable payment (and subsequent changes to that payment) entirely to the specific performance obligation to which it relates. Management fees, as well as general and administrative fees, are also adjusted based on changes in specified indices (e.g., CPI) to compensate for general inflation changes. Index adjustments, if applicable, are effective prospectively.
In the Minerals Management segment, we have the right to receive revenues from the sale of oil and natural gas through sales of the third-party lessees in which we own a mineral or royalty interest. Revenue is recognized at the point control of the product is transferred from the operator to the purchaser. Those purchasers remit payment to the operator and the operator, in turn, remits payment to us. Receivables from third-party lessees for which we did not receive actual production information, either due to timing delays or due to the unavailability of data at the time when revenues are recognized, are estimated using expected sales volumes and estimated prices. The difference between our estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. We typically receive payment for oil and natural gas sales within 90 days of the month of delivery. For the three months ended March 31, 2025 and 2024, differences between our pricing estimates and the actual amounts received from operators were immaterial
Cost Reimbursement: Certain contracts include reimbursement from customers of actual costs incurred for the purchase of supplies, equipment and services in accordance with contractual terms. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is highly dependent on factors outside of our control. Accordingly, reimbursable revenue is fully constrained and not recognized until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. We are considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer with the related costs recorded as an expense within cost of sales.
At the Thacker Pass lithium project, in addition to management fee income, the customer will reimburse Sawtooth for certain capital expenditures. Sawtooth will recognize revenue over the estimated useful life of the asset on a straight-line basis as the performance obligation is satisfied over time. In prior years, the customer received a $3.5 million advance from Sawtooth, which is included in the long-term contract asset. The customer will either pay a $4.7 million success fee to Sawtooth upon achieving commercial mining milestones or repay the $3.5 million advance if such commercial mining milestones are not met.
Prior Period Performance Obligations: As discussed above, we record royalty income in the month production is delivered to the purchaser. The expected sales volumes and prices for these properties are estimated and recorded in Trade accounts receivable in the accompanying Unaudited Condensed Consolidated Balance Sheets. The difference between our estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. For the three months ended March 31, 2025, royalty income recognized in the reporting period related to production satisfied in prior reporting periods was $1.5 million. For the three months ended March 31, 2024, royalty income recognized in the reporting period related to production satisfied in prior reporting periods was immaterial .
Disaggregation of Revenue: In accordance with ASC 606-10-50, we disaggregate revenue from contracts with customers into major goods and service lines and timing of transfer of goods and services. We determined that disaggregating revenue into these categories achieves the disclosure objective of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Our business consists of the Coal Mining, NAMining and Minerals Management segments as well as Unallocated Items. See Note 7 to the Unaudited Condensed Consolidated Financial Statements for further discussion of segment reporting. The following table disaggregates revenue by major sources as of March 31:
| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Timing of Revenue Recognition | |||||||||||
| Goods transferred at a point in time | $ | $ | |||||||||
| Services transferred over time | |||||||||||
| Total revenues | $ | $ | |||||||||
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Contract Balances: The opening and closing balances of our current and long-term contract assets and liabilities and receivables are as follows:
| Contract balances | |||||||||||||||||||||||||||||
| Trade accounts receivable | Contract asset (current) | Contract asset (long-term) | Contract liability (current) | Contract liability (long-term) | |||||||||||||||||||||||||
Balance at January 1, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Balance at March 31, 2025 | |||||||||||||||||||||||||||||
| Increase (decrease) | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||
We expect to recognize $1.0 million in the remainder of 2025, $0.2 million in 2026, $0.1 million in 2027, $1.0 million in 2028, $2.4 million in 2029 and $2.5 million thereafter related to the contract liability remaining at March 31, 2025. The difference between the opening and closing balances of our contract balances results from the timing difference between our performance and the customer’s payment.
We have no contract assets recognized from the costs to obtain or fulfill a contract with a customer.
NOTE 3—Inventories
Inventories are summarized as follows:
| MARCH 31 2025 | DECEMBER 31 2024 | ||||||||||
| Coal and aggregates | $ | $ | |||||||||
| Mining supplies | |||||||||||
| Total inventories | $ | $ | |||||||||
During the three months ended March 31, 2025 and 2024, we recorded a $3.0 million and $2.5 million inventory impairment charge, respectively, in the line Cost of sales in the accompanying Unaudited Condensed Consolidated Statements of Operations as mining costs exceeded net realizable value of coal inventory at MLMC.
Mining supplies inventory consists primarily of critical spare parts to support NAMining’s dragline operations and other general supplies used on day-to-day operations. Mining supplies inventory not expected to be utilized within the next 12 months is classified as long-term on the Unaudited Condensed Consolidated Balance Sheet.
NOTE 4—Stockholders' Equity
Stock Repurchase Program: On November 7, 2023, our Board of Directors approved a stock repurchase program (2023 Stock Repurchase Program) providing for the purchase of up to $20.0 million of our outstanding Class A Common stock through December 31, 2025. During the three months ended March 31, 2025 and 2024, we repurchased 22,198 and 127,687 shares of Class A Common Stock under the 2023 Stock Repurchase Program for an aggregate purchase price of $0.7 million and $4.3 million, respectively.
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NOTE 5—Fair Value Disclosure
Recurring Fair Value Measurements: The following table presents our assets and liabilities accounted for at fair value on a recurring basis:
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||||||||||||
| Quoted Prices in | Significant | |||||||||||||||||||||||||
| Active Markets for | Significant Other | Unobservable | ||||||||||||||||||||||||
| Identical Assets | Observable Inputs | Inputs | ||||||||||||||||||||||||
| Description | Date | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
| March 31, 2025 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Bellaire is our non-operating subsidiary with legacy liabilities relating to closed mining operations. Prior to 2024, Bellaire contributed $5.0 million to establish a mine water treatment trust (Mine Water Treatment Trust) to assure the long-term treatment of post-mining discharge. Bellaire's Mine Water Treatment Trust invests in equity securities that are reported at fair value based upon quoted market prices in active markets for identical assets; therefore, they are classified as Level 1 within the fair value hierarchy. The fair value of the Mine Water Treatment Trust was $12.1 million and $12.3 million at March 31, 2025 and December 31, 2024, respectively, and is recognized as a component of Equity securities in the accompanying Unaudited Condensed Consolidated Balance Sheets. We recognized a loss of $0.3 million and a gain of $0.7 million during the three months ended March 31, 2025 and 2024, respectively, related to the Mine Water Treatment Trust.
Prior to 2024, we invested $2.0 million in equity securities of a public company with a diversified portfolio of royalty producing mineral interests. The investment is reported at fair value based upon quoted market prices in active markets for identical assets; therefore, it is classified as Level 1 within the fair value hierarchy. The fair value of this investment was $5.7 million and $6.3 million at March 31, 2025 and December 31, 2024, respectively, and is recognized as a component of Equity securities in the accompanying Unaudited Condensed Consolidated Balance Sheets. We recognized a loss of $0.6 million and a gain of $0.4 million during the three months ended March 31, 2025 and 2024, respectively, related to the investment in these equity securities.
The change in fair value of equity securities is reported on the line Loss (gain) on equity securities in the Other expense (income) section of the Unaudited Condensed Consolidated Statements of Operations.
There were no transfers into or out of Levels 1, 2 or 3 during the three months ended March 31, 2025 and 2024.
NOTE 6—Unconsolidated Subsidiaries
Each of our wholly owned Unconsolidated Subsidiaries, within the Coal Mining and NAMining segments, meet the definition of a VIE. The Unconsolidated Subsidiaries are capitalized primarily with debt financing provided by or supported by their respective customers, and generally without recourse to us. Although we own 100 % of the equity and manage the daily operations of the Unconsolidated Subsidiaries, we have determined that the equity capital provided by us is not sufficient to adequately finance the ongoing activities or absorb any expected losses without additional support from the customers. The customers have a controlling financial interest and have the power to direct the activities that most significantly affect the economic performance of the entities. As a result, we are not the primary beneficiary and therefore do not consolidate these entities' financial positions or results of operations. See Note 1 for a discussion of these entities.
The Investment in the unconsolidated subsidiaries and related tax positions totaled $16.0 million and $14.1 million at March 31, 2025 and December 31, 2024, respectively. Our risk of loss relating to these entities is limited to our invested capital, which
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was $5.5 15.4 million and $13.4 million during the three months ended March 31, 2025 and 2024, respectively.
NACCO Natural Resources is a party to certain guarantees related to Coyote Creek. Under certain circumstances of default or termination of Coyote Creek’s Lignite Sales Agreement (LSA), NACCO Natural Resources would be obligated for payment of a make-whole amount to Coyote Creek’s third-party lenders. The make-whole amount is based on the excess, if any, of the discounted value of the remaining scheduled debt payments over the principal amount. In addition, in the event Coyote Creek’s LSA is terminated by Coyote Creek’s customers, NACCO Natural Resources is obligated to purchase Coyote Creek’s dragline and rolling stock for the then net book value of those assets. To date, no payments have been required from NACCO Natural Resources since the inception of these guarantees. We believe that the likelihood NACCO Natural Resources would be required to perform under the guarantees is remote, and no amounts related to these guarantees have been recorded.
NOTE 7—Business Segments
Our operating segments are: (i) Coal Mining, (ii) NAMining and (iii) Minerals Management. We determine our reportable segments by first identifying our operating segments, and then by assessing whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. Our President and Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), utilizes Operating profit (loss) to evaluate segment performance and allocate resources. Our CODM considers actual, budgeted and forecasted Operating profit (loss) from operations on a monthly basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment. See Note 1 for a discussion of our reportable segments.
All financial statement line items below operating profit (other income including interest expense and interest income, the provision (benefit) for income taxes and net income) are presented and discussed within this Form 10-Q on a consolidated basis.
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The following table provides segment financial information and a reconciliation of segment results to consolidated results:
| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | |||||||||||
| Eliminations | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | |||||||||||
| Eliminations | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| Earnings of unconsolidated operations | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | ( | ||||||||||
| Total | $ | $ | |||||||||
Operating expenses* | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | |||||||||||
| Total | $ | $ | |||||||||
| Operating profit (loss) | |||||||||||
| Coal Mining | $ | $ | ( | ||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | ( | ( | |||||||||
| Eliminations | |||||||||||
| Total | $ | $ | |||||||||
*Operating expenses consist of Selling, general and administrative expenses, Amortization of intangible assets and (Gain) loss on sale of assets.
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| THREE MONTHS ENDED | |||||||||||
| MARCH 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Expenditures for property, plant and equipment and acquisition of mineral interests | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | |||||||||||
| Total | $ | $ | |||||||||
| Depreciation, depletion and amortization | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
| Unallocated Items | |||||||||||
| Total | $ | $ | |||||||||
| March 31 2025 | December 31 2024 | ||||||||||
Total assets | |||||||||||
| Coal Mining | $ | $ | |||||||||
| NAMining | |||||||||||
| Minerals Management | |||||||||||
Unallocated Items** | |||||||||||
| Total | $ | $ | |||||||||
**Unallocated Items consist primarily of Cash and cash equivalents, assets of growth businesses, Deferred income taxes and Investments in unconsolidated subsidiaries.
NOTE 8—Contingencies
Various legal and regulatory proceedings and claims have been or may be asserted against NACCO and certain subsidiaries relating to the conduct of their businesses. These proceedings and claims are incidental to the ordinary course of our business. Management believes that it has meritorious defenses and will vigorously defend us in these actions. Any costs that management estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, we disclose the nature of the contingency and, in some circumstances, an estimate of the possible loss.
These matters are subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of an adverse impact on our financial position, results of operations and cash flows of the period in which the ruling occurs, or in future periods.
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Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Amounts in thousands, except as noted and per share data)
Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations and are subject to various uncertainties and changes in circumstances. Important factors that could cause actual results to differ materially from those described in these forward-looking statements are set forth below under the heading Forward-Looking Statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations include NACCO Industries, Inc.® (NACCO) and its wholly owned subsidiary, NACCO Natural Resources Corporation® (NACCO Natural Resources and with NACCO collectively, the Company, we, our or us). NACCO Natural Resources brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through our robust business portfolio. We operate under three business segments: Coal Mining, North American Mining® (NAMining) and Minerals Management. The Coal Mining segment operates surface coal mines for power generation companies. The NAMining segment is a trusted mining partner for producers of aggregates, activated carbon, lithium and other industrial minerals. The Minerals Management segment, which includes the Catapult Mineral Partners (Catapult) business, acquires and promotes the development of mineral interests and investments. Mitigation Resources of North America® (Mitigation Resources) provides stream and wetland mitigation solutions as well as comprehensive reclamation and restoration construction services. In addition, ReGen Resources is pursuing opportunities to develop new power generation resources. See Note 1 to the Unaudited Condensed Consolidated Financial Statements within this Form 10-Q for further discussion of our operating segments.
We have items not directly attributable to a reportable segment that are not included in the reported financial results of the operating segment. These items primarily include administrative costs related to public company reporting requirements, including management and board compensation, and the financial results of Bellaire Corporation (Bellaire), Mitigation Resources, ReGen Resources and other developing businesses. Bellaire manages our long-term liabilities related to former Eastern U.S. underground mining activities.
All financial statement line items below operating profit (other income, including interest expense and interest income, the provision (benefit) for income taxes and net income) are presented and discussed within this Form 10-Q on a consolidated basis.
Government Regulation Update: There have been no material changes to the Government Regulation previously disclosed on pages 9 through 17 in our Annual Report on Form 10-K for the year ended December 31, 2024, except as follows:
On April 9, 2025, President Trump signed four executive orders designed to boost the U.S. coal industry, outlining steps to protect coal-fired power plants and expedite leases for coal mining on U.S. land.
On March 12, 2025, the Trump Administration announced that the Environmental Protection Agency (EPA) will undertake 31 historic actions of deregulation, including, but not limited to:
•Reconsideration of regulations on power plants (Clean Power Plan 2.0);
•Reconsideration of regulations on the oil and gas industry;
•Reconsideration of Mercury and Air Toxics Standards (MATS);
•Reconsideration of mandatory Greenhouse Gas Reporting Program;
•Reconsideration of limitations, guidelines and standards for the Steam Electric Power Generating Industry to ensure low-cost electricity while protecting water resources;
•Reconsideration of wastewater regulations for oil and gas development to help unleash American energy;
•Reconsideration of the Risk Management Program rule;
•Reconsideration of the 2009 Endangerment Finding and regulations and actions that rely on that Finding;
•Reconsideration of Particulate Matter National Ambient Air Quality Standards;
•Reconsideration of multiple National Emission Standards for Hazardous Air Pollutants for American energy and manufacturing sectors;
•Restructuring the Regional Haze Program;
•Overhauling the Social Cost of Carbon;
•Redirecting enforcement resources to the EPA’s core mission;
•Ending the Good Neighbor Plan;
•Working with states and tribes to resolve massive backlog with State Implementation Plans and Tribal Implementation Plans;
•Prioritizing the coal ash program to expedite state permit reviews and update coal ash regulations (CCR Rule).
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President Trump, paired with Republican control of Congress, is likely to continue to have a significant impact on the regulatory environment, particularly for fossil fuels. It is not yet clear how existing regulations affecting existing fossil fuel assets will be reconsidered or repealed.
The United States has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, could restrict our access to suppliers and increase the cost of equipment and supplies imported into the U.S.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Refer to the discussion of our Critical Accounting Policies and Estimates as disclosed on pages 50 through 51 in our Annual Report on Form 10-K for the year ended December 31, 2024. Our Critical Accounting Policies and Estimates have not materially changed since December 31, 2024.
CONSOLIDATED FINANCIAL SUMMARY
Our results of operations were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||
| Coal Mining | $ | 19,239 | $ | 15,545 | |||||||
| NAMining | 31,526 | 24,483 | |||||||||
| Minerals Management | 10,902 | 10,401 | |||||||||
| Unallocated Items | 4,400 | 3,262 | |||||||||
| Eliminations | (496) | (402) | |||||||||
| Total revenue | $ | 65,571 | $ | 53,289 | |||||||
Operating profit (loss): | |||||||||||
| Coal Mining | $ | 3,791 | $ | (417) | |||||||
| NAMining | 1,970 | 2,355 | |||||||||
| Minerals Management | 7,907 | 7,930 | |||||||||
| Unallocated Items | (6,002) | (5,128) | |||||||||
| Eliminations | 16 | 17 | |||||||||
| Total operating profit | 7,682 | 4,757 | |||||||||
| Interest expense | 1,774 | 1,111 | |||||||||
| Interest income | (865) | (1,127) | |||||||||
| Closed mine obligations | 473 | 455 | |||||||||
| Loss (gain) on equity securities | 870 | (1,041) | |||||||||
| Other, net | 303 | (214) | |||||||||
| Other expense (income), net | 2,555 | (816) | |||||||||
| Income before income tax provision | 5,127 | 5,573 | |||||||||
| Income tax provision | 227 | 1,003 | |||||||||
| Net income | $ | 4,900 | $ | 4,570 | |||||||
| Effective income tax rate | 4.4 | % | 18.0 | % | |||||||
The components of the change in revenues and operating profit are discussed below in Segment Results.
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First Quarter of 2025 Compared with First Quarter of 2024
Other expense (income), net
Interest expense increased in the first quarter of 2025 compared with the first quarter of 2024 due to higher average borrowings, partially offset by a decrease in interest rates.
Interest income decreased in the first quarter of 2025 compared with the first quarter of 2024 due to lower earnings on reduced cash balances.
Loss (gain) on equity securities represents changes in the market price of invested assets reported at fair value. The change in the first quarter of 2025 compared with the first quarter of 2024 was due to fluctuations in the market prices of the exchange-traded equity securities. See Note 5 to the Unaudited Condensed Consolidated Financial Statements for further discussion of equity securities.
Income Taxes
We evaluate and update our estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For the three months ended March 31, 2024, the effective income tax rate was impacted by a $0.8 million discrete tax item. Without the discrete tax item, the effective income tax rate for the three months ended March 31, 2024 would have been 4.1%. There were no discrete tax items for the three months ended March 31, 2025. Historically, our actual effective tax rates have differed from the statutory effective tax rate primarily due to the benefit received from percentage depletion. The benefit from percentage depletion varies based upon the mix and timing of actual earnings compared to projections of earnings between entities that benefit from percentage depletion and those that do not, and as such the effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The benefit of percentage depletion is not directly related to the amount of consolidated pre-tax income recorded in a period. Accordingly, in periods where income before tax is relatively small, the proportional effect of the benefit from percentage depletion on the effective tax rate may be significant. Each quarter, we update our estimate of the annual effective tax rate, and the cumulative impact of the change in the estimated annual tax rate is recorded, which can make quarterly comparisons not meaningful.
LIQUIDITY AND CAPITAL RESOURCES OF NACCO
Cash Flows
The following tables detail the changes in cash flow for the three months ended March 31:
| 2025 | 2024 | Change | |||||||||||||||
| Operating activities: | |||||||||||||||||
| Net cash provided by (used for) operating activities | $ | 5,023 | $ | (9,758) | $ | 14,781 | |||||||||||
| Investing activities: | |||||||||||||||||
| Expenditures for property, plant and equipment and acquisition of mineral interests | (8,808) | (14,483) | 5,675 | ||||||||||||||
| Other | 279 | (152) | 431 | ||||||||||||||
| Net cash used for investing activities | (8,529) | (14,635) | 6,106 | ||||||||||||||
| Cash flow before financing activities | $ | (3,506) | $ | (24,393) | $ | 20,887 | |||||||||||
The $14.8 million change in net cash provided by (used for) operating activities was primarily due to a net favorable change in working capital. The favorable change in working capital was mainly the result of a change in timing of insurance payments as well as a larger decrease in Trade accounts receivable during the first quarter of 2025 when compared with the first quarter of 2024. The decrease in Trade accounts receivable is primarily due to the timing of payments. These favorable working capital changes were partially offset by an increase in Deposits with vendors.
| 2025 | 2024 | Change | |||||||||||||||
| Financing activities: | |||||||||||||||||
| Net (reductions) additions to long-term debt and revolving credit agreements | $ | (5,057) | $ | 7,032 | $ | (12,089) | |||||||||||
| Cash dividends paid | (1,691) | (1,630) | (61) | ||||||||||||||
| Purchase of treasury shares | (695) | (4,274) | 3,579 | ||||||||||||||
| Net cash (used for) provided by financing activities | $ | (7,443) | $ | 1,128 | $ | (8,571) | |||||||||||
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The change in net cash (used for) provided by financing activities was primarily due to reductions in debt borrowings during the first three months of 2025 compared with additions during the first three months of 2024, partially offset by a decrease in share repurchases during the first three months of 2025.
Financing Activities
In September 2024, NACCO Natural Resources amended the secured revolving line of credit (Facility) to increase the revolving credit commitments to $200.0 million and extend the maturity to September 2028. Borrowings outstanding under the Facility were $65.0 million at March 31, 2025. At March 31, 2025, the excess availability under the Facility was $90.5 million, which reflects a reduction for outstanding letters of credit of $44.5 million.
NACCO has not guaranteed any borrowings of NACCO Natural Resources. The Facility allows for the payment to NACCO of dividends and advances under certain circumstances. Dividends (to the extent permitted by the Facility) and management fees are the primary sources of cash for NACCO and enable us to pay dividends to stockholders and repurchase shares.
The Facility has performance-based pricing, which sets interest rates based upon NACCO Natural Resources achieving various levels of debt to EBITDA ratios, as defined in the Facility. Borrowings bear interest at a floating rate plus a margin based on the level of debt to EBITDA ratio achieved. The applicable margins, effective March 31, 2025, for base rate and Term Secured Overnight Financing Rate loans were 1.75% and 2.75%, respectively. The Facility has a commitment fee which is based upon achieving various levels of debt to EBITDA ratios. The commitment fee was 0.45% on the unused commitment at March 31, 2025. During the three months ended March 31, 2025, the average borrowing under the Facility was $59.5 million and the weighted-average annual interest rate was 6.87%.
The Facility contains restrictive covenants, which require, among other things, NACCO Natural Resources to maintain a maximum net debt to EBITDA ratio of 2.75 to 1.00 and an interest coverage ratio of not less than 4.00 to 1.00. The Facility provides the ability to make loans, dividends and advances to NACCO, with some restrictions based on maintaining a maximum debt to EBITDA ratio of 1.50 to 1.00, or if greater than 1.50 to 1.00, a Fixed Charge Coverage Ratio of 1.10 to 1.00. At March 31, 2025, NACCO Natural Resources was in compliance with all financial covenants in the Facility.
The obligations under the Facility are guaranteed by certain of NACCO Natural Resources' direct and indirect, existing and future domestic subsidiaries, and is secured by certain assets of NACCO Natural Resources and the guarantors, subject to customary exceptions and limitations.
We believe funds available from cash on hand, the Facility and operating cash flows will provide sufficient liquidity to meet our operating needs and commitments arising during the next twelve months and until the expiration of the Facility in September 2028.
Expenditures for property, plant and equipment and mineral interests
Expenditures for property, plant and equipment were $8.8 million during the first three months of 2025, primarily for equipment in the NAMining segment. Planned expenditures for the remainder of 2025 are expected to be approximately $55 million. This amount includes $12 million in the Coal Mining segment, $16 million in the NAMining segment, $20 million in the Minerals Management segment and $7 million in growth businesses included in Unallocated Items. Expenditures are expected to be funded from internally generated funds and/or bank borrowings.
Capital Structure
NACCO's consolidated capital structure is presented below:
| MARCH 31 2025 | DECEMBER 31 2024 | Change | |||||||||||||||
| Cash and cash equivalents | $ | 61,884 | $ | 72,833 | $ | (10,949) | |||||||||||
| Other net tangible assets | 463,558 | 451,962 | 11,596 | ||||||||||||||
| Intangible assets, net | 5,313 | 5,475 | (162) | ||||||||||||||
| Net assets | 530,755 | 530,270 | 485 | ||||||||||||||
| Total debt | (95,827) | (99,514) | 3,687 | ||||||||||||||
| Bellaire closed mine obligations | (25,811) | (25,809) | (2) | ||||||||||||||
| Total equity | $ | 409,117 | $ | 404,947 | $ | 4,170 | |||||||||||
| Debt to total capitalization | 19% | 20% | (1)% | ||||||||||||||
20
The increase in other net tangible assets at March 31, 2025 compared with December 31, 2024 was mainly the result of:
•A decrease in Accrued payroll for payments made during the first quarter of 2025 related to our incentive compensation plans;
•An increase in Deposits with vendors for equipment; and
•An increase in Property, plant and equipment during the first quarter of 2025.
These changes were partially offset by a decrease in Trade accounts receivable during the first quarter of 2025 due to the timing of payments, as well as lower revenue in the first quarter of 2025 compared with the fourth quarter of 2024.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2024, other than the changes identified above, there have been no significant changes in the total amount of NACCO's contractual obligations, contingent liabilities or commercial commitments, or the timing of cash flows in accordance with those obligations as reported on pages 56 and 57 in our Annual Report on Form 10-K for the year ended December 31, 2024. See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of certain guarantees related to Coyote Creek.
SEGMENT RESULTS
COAL MINING SEGMENT
FINANCIAL REVIEW
Tons of coal delivered by the Coal Mining segment were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Unconsolidated operations | 5,616 | 5,480 | |||||||||
| Consolidated operations | 591 | 455 | |||||||||
| Total tons delivered | 6,207 | 5,935 | |||||||||
The results of operations for the Coal Mining segment were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | $ | 19,239 | $ | 15,545 | |||||||
| Cost of sales | 22,570 | 20,943 | |||||||||
Gross loss | (3,331) | (5,398) | |||||||||
Earnings of unconsolidated operations(a) | 14,463 | 12,007 | |||||||||
| Selling, general and administrative expenses | 7,251 | 6,910 | |||||||||
| Amortization of intangible assets | 162 | 126 | |||||||||
| Gain on sale of assets | (72) | (10) | |||||||||
| Operating profit (loss) | $ | 3,791 | $ | (417) | |||||||
(a) See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of our unconsolidated subsidiaries.
Revenues increased 23.8% in the first quarter of 2025 compared with the first quarter of 2024 due to an increase in customer requirements at MLMC. The first quarter of 2024 was impacted by lower customer requirements as a result of a boiler issue at the customer's Red Hills Power Plant.
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The following table identifies the components of change in Operating profit (loss) for the first quarter of 2025 compared with the first quarter of 2024:
| Operating Profit (Loss) | |||||
| 2024 | $ | (417) | |||
| Increase (decrease) from: | |||||
| Gross loss, excluding inventory impairment charges | 2,638 | ||||
| Earnings of unconsolidated operations | 2,456 | ||||
| Net change on sale of assets | 62 | ||||
| Inventory impairment charges | (571) | ||||
| Selling, general and administrative expenses | (341) | ||||
| Amortization of intangibles | (36) | ||||
| 2025 | $ | 3,791 | |||
Operating profit (loss) improved by $4.2 million in the first quarter of 2025 compared with the first quarter of 2024, primarily due to a decrease in the gross loss, excluding inventory impairment charges, and an increase in earnings of unconsolidated operations.
The decrease in gross loss at MLMC was primarily due to a decrease in the cost per ton delivered during the first quarter of 2025 compared with the first quarter of 2024. The reduction in cost per ton delivered was primarily attributable to an increase in the number of tons severed and tons sold at MLMC in the first quarter of 2025 as the boiler issue that impacted the customer's Red Hills Power Plant has been resolved. The first quarter of 2025 and 2024 included a $3.0 million and a $2.5 million inventory impairment charge, respectively, to write down MLMC's coal inventory to its net realizable value.
The increase in earnings of unconsolidated operations was primarily due to improved results at Falkirk, mainly due to a higher per ton management fee beginning in June 2024 when temporary price concessions ended. An increase in demand at Coteau also contributed to the increase in earnings of unconsolidated operations.
NORTH AMERICAN MINING (NAMining) SEGMENT
FINANCIAL REVIEW
Tons delivered by the NAMining segment were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Total tons delivered | 12,853 | 15,173 | |||||||||
The results of operations for the NAMining segment were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Total revenues | $ | 31,526 | $ | 24,483 | |||||||
| Reimbursable costs | 19,547 | 12,855 | |||||||||
| Revenues excluding reimbursable costs | $ | 11,979 | $ | 11,628 | |||||||
| Total revenues | $ | 31,526 | $ | 24,483 | |||||||
| Cost of sales | 28,378 | 21,671 | |||||||||
| Gross profit | 3,148 | 2,812 | |||||||||
Earnings of unconsolidated operations(a) | 969 | 1,365 | |||||||||
| Selling, general and administrative expenses | 2,147 | 1,823 | |||||||||
| Gain on sale of assets | — | (1) | |||||||||
| Operating profit | $ | 1,970 | $ | 2,355 | |||||||
(a) See Note 6 to the Unaudited Condensed Consolidated Financial Statements for a discussion of our unconsolidated subsidiaries.
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Total revenues increased 28.8% in the first quarter of 2025 compared with the first quarter of 2024, primarily due to an increase in reimbursable costs, which have an offsetting amount in cost of sales and have no impact on gross profit. Revenues excluding reimbursable costs were comparable in the first quarter of 2025 compared with the 2024 period, as an increase in part sales was largely offset by fewer tons delivered due to reduced customer requirements.
The following table identifies the components of change in Operating profit for the first quarter of 2025 compared with the first quarter of 2024:
| Operating Profit | |||||
| 2024 | $ | 2,355 | |||
| Increase (decrease) from: | |||||
| Earnings of unconsolidated operations | (396) | ||||
| Selling, general and administrative expenses | (324) | ||||
| Gross profit | 336 | ||||
| Gain on sale of assets | (1) | ||||
| 2025 | $ | 1,970 | |||
Operating profit decreased $0.4 million in the first quarter of 2025 compared with the first quarter of 2024. The change in Operating profit was primarily due to a decrease in earnings of unconsolidated operations and an increase in selling, general and administrative expenses, partially offset by an increase in gross profit. The decrease in earnings of unconsolidated operations was primarily due to a reduction in tons delivered. The increase in selling, general and administrative expenses was mainly the result of higher employee-related costs. The improvement in gross profit was mainly the result of an increase in part sales, partially offset by a reduction in tons delivered.
MINERALS MANAGEMENT SEGMENT
FINANCIAL REVIEW
The following table sets forth our estimate of the number of gross and net productive wells:
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||||||||
| Oil | 1,441 | 4.8 | 1,740 | 8.8 | |||||||||||||||||||
| Natural Gas | 887 | 18.5 | 261 | 12.9 | |||||||||||||||||||
| Total | 2,328 | 23.3 | 2,001 | 21.7 | |||||||||||||||||||
Gross wells are the total wells in which an interest is owned. Net wells are calculated based on our net royalty interest, factoring in both ownership percentage of gross wells and royalty rate.
The table below shows the average prices as reported by the United States Energy Information Administration for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| West Texas Intermediate Average Crude Oil Price | $ | 71.84 | $ | 77.56 | |||||||
| Henry Hub Average Natural Gas Price | $ | 4.15 | $ | 2.13 | |||||||
These indicated prices do not necessarily reflect the contract terms for our sales. As an owner of royalty and mineral interests, our access to information concerning activity and operations of our royalty and mineral interests is limited. We do not have information that would be available to a company with working interests in oil and natural gas operations because detailed information is not generally available to owners of royalty and mineral interests.
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The results of operations for the Minerals Management segment were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Oil and natural gas revenues | $ | 9,117 | $ | 8,236 | |||||||
Other revenues | 1,785 | 2,165 | |||||||||
| Total Revenues | $ | 10,902 | $ | 10,401 | |||||||
| Total Revenues | $ | 10,902 | $ | 10,401 | |||||||
| Cost of sales | 2,244 | 1,364 | |||||||||
| Gross profit | 8,658 | 9,037 | |||||||||
| Earnings (loss) from unconsolidated operations | 554 | (65) | |||||||||
| Selling, general and administrative expenses | 1,305 | 1,042 | |||||||||
| Operating profit | $ | 7,907 | $ | 7,930 | |||||||
Revenues increased 4.8% in the first quarter of 2025 compared with the first quarter of 2024, primarily due to an increase in natural gas revenue as a result of higher natural gas prices. These improvements were partially offset by a reduction in oil revenues and other revenues, primarily coal royalty income.
The following table identifies the components of change in Operating profit for the first quarter of 2025 compared with the first quarter of 2024:
| Operating Profit | |||||
| 2024 | $ | 7,930 | |||
| Increase (decrease) from: | |||||
| Gross profit | (379) | ||||
| Selling, general and administrative expenses | (263) | ||||
| Earnings of unconsolidated operations | 619 | ||||
| 2025 | $ | 7,907 | |||
Operating profit in the first quarter of 2025 was comparable to the first quarter of 2024. A decrease in gross profit and an increase in selling, general and administrative expenses was offset by an increase in earnings of unconsolidated operations. The $0.6 million increase in earnings of unconsolidated operations was primarily related to an additional $15.7 million investment in Eiger, LLC during the fourth quarter of 2024.
UNALLOCATED ITEMS AND ELIMINATIONS
FINANCIAL REVIEW
Unallocated Items and Eliminations were as follows for the three months ended March 31:
| THREE MONTHS | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating loss | $ | (5,986) | $ | (5,111) | |||||||
The operating loss increased in the first quarter of 2025 compared to the first quarter of 2024, primarily due to higher employee-related and outside service costs, partially offset by higher earnings at Mitigation Resources.
NACCO Industries, Inc. Outlook
NACCO's businesses provide critical inputs for electricity generation, construction and development, and the production of industrial minerals and chemicals. Increasing demand for electricity, on-shoring and current federal policies are creating favorable macroeconomic trends within these industries. We are confident in our trajectory and business prospects in 2025, and we continue to prepare for longer-term growth opportunities. Specifically for 2025, we expect to generate a moderate year-over-year increase in consolidated operating profit.
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In 2025, the Coal Mining segment anticipates solid customer demand, with deliveries expected to increase modestly from 2024. We expect a more favorable near-term regulatory environment for the fossil fuel industry moving forward. These developments are expected to further support coal as an essential part of the energy mix in the United States for the foreseeable future.
The Coal Mining segment expects to benefit from the expiration of temporary price concessions at Falkirk and increased customer requirements at Coteau. In addition, MLMC continues to recover from inefficiencies experienced while its customer's Red Hills Power Plant operated on one of two generation units for more than half of 2024. With the power plant now anticipated to operate at a level consistent with historical averages, coal deliveries are expected to return to more normal levels, resulting in moderate cost efficiencies. However, an anticipated reduction in the 2025 contractually determined per ton sales price compared with 2024 is expected to offset these improvements, causing MLMC results to decline from prior year levels. An expected increase in operating expenses will contribute to an overall anticipated moderate year-over-year decrease in Coal Mining segment operating profit.
NAMining is expected to generate increasing levels of operating profit over time as benefits of new and extended contracts add to the profitability of existing contracts. During 2024, NAMining executed three new or amended existing contracts, which are expected to deliver net present value after-tax cash flows of approximately $20 million over contract terms that range from 6 to 20 years. NAMining is expected to deliver improved results in 2025, with anticipated lower first half results offset by expected performance gains in the second half of the year. While customer demand is projected to remain relatively stable year-over-year, profitability improvements will be driven by operational efficiencies and an increased focus on part sales. NAMining is continuously seeking to enter into new or amended contracts to solidify its position as the foundation for NACCO's mining-related growth initiatives.
NAMining's subsidiary, Sawtooth, is the exclusive provider of comprehensive mining services at Thacker Pass, which is owned through a joint venture between Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) and General Motors Holdings LLC. Sawtooth will supply all of the lithium-bearing ore requirements for Thacker Pass, which is currently under construction. We expect to continue to recognize moderate income at Sawtooth while it assists with certain construction services. Once the mine is operating, Sawtooth will be reimbursed for costs of mining, capital expenditures and mine closure and will recognize a contractually agreed upon production fee. In addition to providing comprehensive mining services, Sawtooth will receive a fee to transport clay tailings once lithium production commences. Phase 1 lithium production is estimated to begin in late 2027.
The Minerals Management segment, through its Catapult business, has constructed a high-quality, diversified portfolio of oil and gas mineral and royalty interests in the United States. In late 2024, Minerals Management invested an additional $15.7 million in Eiger, a company that holds non-operated working interests in oil and natural gas assets in the Kansas and Oklahoma portions of the Hugoton basin. This investment, accounted for under the equity method, is expected to be accretive and contribute to the anticipated improvement in 2025 operating profit compared with 2024. First-half earnings are expected to be comparable to prior year results with an anticipated significant improvement in the second half given expected trends in oil and natural gas prices and projected volumes.
Minerals Management continues to build its portfolio with a mix of producing wells, near-term development opportunities and undeveloped acreage. We believe our data-driven approach to acquisitions and our long-term perspective provides a competitive advantage as undeveloped assets provide additional upside potential over the life of the reserve. While we continue to budget up to $20 million annually to expand our portfolio and provide long-term stable cash flow generation, our business model allows flexibility regarding the cadence and type of investment based on available opportunities that we believe will create long-term value and generate increasing profitability.
Mitigation Resources provides stream and wetland mitigation solutions as well as comprehensive reclamation and restoration construction services. This business is an avenue for growth and diversification in an area where NACCO has built a strong reputation based on its substantial knowledge and expertise. Mitigation Resources continues to expand, and as of March 31, 2025, has projects located in Alabama, Florida, Georgia, Mississippi, Pennsylvania, Tennessee and Texas.
Mitigation Resources also provides ecological restoration services for abandoned surface mines and plans to pursue other environmental restoration projects. It was named a designated provider of abandoned mine land restoration by the State of Texas, and in January 2025 secured a restoration project in Kentucky that is expected to be accretive to earnings beginning in 2026.
Mitigation Resources reported its second consecutive quarter of profitability in the first quarter of 2025 and is expected to achieve full-year 2025 profitability based on current expectations for the timing of permit approvals and mitigation credit releases, as well as income generated from service-related projects. Mitigation Resources is expected to increase profitability over time, and provide a return on capital employed in the mid-teens as the business matures.
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We established ReGen Resources in 2023 to address the rapidly increasing demand for additional power generation sources in the United States through development of energy and energy-related projects that utilize multiple-generation technologies, such as solar combined with gas-fired generation, primarily on reclaimed mining properties. These projects could be developed by ReGen Resources directly or through joint ventures that include partners with expertise in energy development projects. Current projects include solar arrays, solar-gas hybrid projects and carbon capture projects on reclaimed mine land in Mississippi and Texas. Additional projects in other states are in early-stage review.
We are taking actions to terminate our defined benefit pension plan in 2025, which will eliminate future earnings volatility from changes in the pension obligation. Once complete, obligations under the terminated plan will be transferred to a third-party insurance provider. Surplus assets are expected to be utilized to fund a qualified replacement plan, reducing future cash funding requirements. Although the plan is currently over funded, a significant non-cash settlement charge is anticipated upon termination, which is expected to lead to a substantial year-over-year decrease in net income and EBITDA compared with 2024. Excluding the anticipated settlement charge, net income is expected to decrease moderately from the prior year.
Consolidated capital expenditures are expected to total approximately $64 million in 2025, which includes approximately $13 million for Coal Mining, $23 million for NAMining, $20 million for Minerals Management and $8 million predominantly for ReGen Resources and other growth businesses. Based on our current business plan, we project a steady increase in annual cash flow generation beginning in 2025.
We believe that each of our businesses has competitive advantages that provide value to customers and create long-term value for stockholders. We are pursuing organic growth and diversification by strategically leveraging our core natural resources management skills to build a robust portfolio of affiliated businesses. Opportunities for growth remain strong and are increasing amid recent successes and a significant positive change in the regulatory environment, particularly for fossil fuels. Acquisitions of additional mineral interests and improvements in the outlook for Coal Mining segment customers, as well as new contracts at Mitigation Resources and NAMining should be accretive to the longer-term outlook.
We are committed to maintaining a conservative capital structure as we continue to grow and diversify, while avoiding unnecessary risk. We believe strategic diversification will generate cash that can be re-invested to strengthen and expand the businesses or distributed to investors in the form of share repurchases or dividends. We continue to maintain the highest levels of customer service and operational excellence with an unwavering focus on safety and environmental stewardship.
FORWARD-LOOKING STATEMENTS
The statements contained in this Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation: (1) changes to or termination of customer or other third-party contracts, or a customer or other third party default under a contract, (2) any customer's premature facility closure or extended project development delay, (3) federal and state legislative and regulatory actions affecting fossil fuels, (4) a significant reduction in purchases by the Company's customers, including as a result of changes in coal consumption patterns of U.S. electric power generators, or changes in the power industry that would affect demand for the Company's coal and other mineral reserves, (5) supply chain disruptions, including price increases and shortages of parts and materials, inclusive of tariff effects, (6) changes in the prices of hydrocarbons, particularly diesel fuel, natural gas, natural gas liquids and oil as a result of factors such as OPEC and/or government actions, geopolitical developments, economic conditions and regulatory changes, as well as supply and demand dynamics, (7) changes in development plans by third-party lessees of the Company's mineral interests, (8) failure or delays by the Company's lessees in achieving expected production of natural gas and other hydrocarbons; the availability and cost of transportation and processing services in the areas where the Company's oil and gas reserves are located; and the ability of lessees to obtain capital or financing needed for well-development operations and leasing and development of oil and gas reserves on federal lands, (9) failure to obtain adequate insurance coverages at reasonable rates, (10) changes in tax laws or regulatory requirements, including the elimination of, or reduction in, the percentage depletion tax deduction, changes in mining or power plant emission regulations and health, safety or environmental legislation, (11) impairment charges, (12) changes in costs related to geological and geotechnical conditions, repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (13) weather conditions, extended power plant outages, liquidity events or other events that would change the level of customers' coal or aggregates requirements, (14) weather or equipment problems that could affect deliveries to customers, (15) changes in the costs to reclaim mining areas, (16) costs to pursue and develop new mining,
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mitigation, oil and gas and power generation development opportunities and other value-added service opportunities, (17) delays or reductions in coal or aggregates deliveries, (18) the ability to successfully evaluate investments and achieve intended financial results in new business and growth initiatives, (19) disruptions from natural or human causes, including severe weather, accidents, fires, earthquakes and terrorist acts, any of which could result in suspension of operations or harm to people or the environment, and (20) the ability to attract, retain, and replace workforce and administrative employees.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide this information.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that our disclosure controls and procedures are effective.
Changes in internal control over financial reporting: During the first quarter of 2025, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None.
Item 1A Risk Factors
During the quarter ended March 31, 2025, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
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 Dollar Value of Shares that May Yet Be Purchased Under the Program (1) | |||||||||||||||||||
| Month #1 (January 1 to 31, 2025) | 15,151 | $ | 31.19 | 15,151 | $ | 8,069,014 | |||||||||||||||||
| Month #2 (February 1 to 28, 2025) | 5,822 | $ | 31.53 | 5,822 | $ | 7,885,446 | |||||||||||||||||
| Month #3 (March 1 to 31, 2025) | 1,225 | $ | 31.99 | 1,225 | $ | 7,846,258 | |||||||||||||||||
| Total | 22,198 | $ | 31.32 | 22,198 | $ | 7,846,258 | |||||||||||||||||
(1) During 2023, our Board of Directors approved a stock repurchase program providing for the purchase of up to $20.0 million of our outstanding Class A Common Stock through December 31, 2025. See Note 4 to the Unaudited Condensed Consolidated Financial Statements for further discussion of our stock repurchase program.
Item 3 Defaults Upon Senior Securities
None.
Item 4 Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 filed with this Quarterly Report on Form 10-Q for the period ended March 31, 2025.
Item 5 Other Information
During the first quarter of 2025, none of our directors or executive officers adopted terminated
Trading Plan, or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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Item 6 Exhibits
| Exhibit | ||||||||
| Number* | Description of Exhibits | |||||||
| 31(i)(1) | ||||||||
| 31(i)(2) | ||||||||
| 32 | ||||||||
| 95 | ||||||||
| 101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Numbered in accordance with Item 601 of Regulation S-K.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NACCO Industries, Inc. (Registrant) | |||||||||||
| Date: | April 30, 2025 | /s/ Elizabeth I. Loveman | |||||||||
| Elizabeth I. Loveman | |||||||||||
| Senior Vice President and Controller (principal financial and accounting officer) | |||||||||||
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