NACCO INDUSTRIES INC 10-K

Item 9A . CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of the Company's management, including the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company's disclosure controls and procedures are effective. Management's report on internal control over financial reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation under the framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2021. The Company's effectiveness of internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 15 of this Form 10-K and incorporated herein by reference. Changes in internal control: There have been no changes in the Company's internal control over financial reporting, that occurred during the fourth quarter of 2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B . OTHER INFORMATION None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 60 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information with respect to Directors of the Company will be set forth in the 2022 Proxy Statement under the subheadings “Part III — Proposals To Be Voted On At The 2022 Annual Meeting — Proposal 1 — Election of Directors,” which information is incorporated herein by reference. Information with respect to the audit review committee and the audit review committee financial expert will be set forth in the 2022 Proxy Statement under the subheading “Part I — Corporate Governance Information — Directors' Meetings and Committees,” which information is incorporated herein by reference. Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company's Directors, executive officers and holders of more than ten percent of the Company's equity securities will be set forth in the 2022 Proxy Statement under the subheading “Part IV — Other Important Information — Delinquent Section 16(a) Reports,” which information is incorporated herein by reference. The Company has adopted a code of business conduct and ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer or controller, or other persons performing similar functions. The code of business conduct and ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.nacco.com under “Corporate Governance.” If the Company makes any amendments to or grants any waivers from the code of business conduct and ethics which are required to be disclosed pursuant to the Securities and Exchange Act of 1934, the Company will make such disclosure on the NACCO website. Item 11. EXECUTIVE COMPENSATION Information with respect to executive compensation will be set forth in the 2022 Proxy Statement under the headings “Part II — Executive Compensation Information” and “Part III — Proposals To Be Voted On At The 2022 Annual Meeting — Proposal 1 — Election of Directors,” which information is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information with respect to security ownership of certain beneficial owners and management will be set forth in the 2022 Proxy Statement under the subheading “Part IV — Other Important Information — Beneficial Ownership of Class A Common and Class B Common,” which information is incorporated herein by reference. Information with respect to compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance will be set forth in the 2022 Proxy Statement under the subheading “Part IV — Other Important Information — Equity Compensation Plan Information," which information is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information with respect to certain relationships and related transactions will be set forth in the 2022 Proxy Statement under the subheadings “Part I — Corporate Governance Information — Review and Approval of Related-Person Transactions,” which information is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information with respect to principal accountant fees and services will be set forth in the 2022 Proxy Statement under the heading “Part III — Proposals To Be Voted On At The 2022 Annual Meeting — Proposal 3 — Ratification of the Appointment of Company's Independent Registered Public Accounting Firm,” which information is incorporated herein by reference. 61 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) and (2) The response to Item 15(a)(1) and (2) is set forth beginning at page F-1 of this Form 10-K. (b) Financial Statement Schedules — The response to Item 15(c) is set forth beginning at page F-42 of this Form 10-K. (c) Exhibits required by Item 601 of Regulation S-K Exhibit Number Exhibit Description (3) Articles of Incorporation and By-laws. 3.1(i) Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172. 3.1(ii) Amended and Restated By-laws of the Company are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 18, 2014, Commission File Number 1-9172. (4) Instruments defining the rights of security holders, including indentures. 4.1 The Company by this filing agrees, upon request, to file with the Securities and Exchange Commission the instruments defining the rights of holders of long-term debt of the Company and its subsidiaries where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. 4.2 The Mortgage and Security Agreement, dated April 8, 1976, between The Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and United Power Association (collectively, as Mortgagee) is incorporated herein by reference to Exhibit 4(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172. 4.3 Amendment No. 1 to the Mortgage and Security Agreement, dated as of December 15, 1993, between Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and United Power Association (collectively, as Mortgagee) is incorporated herein by reference to Exhibit 4(iii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission File Number 1-9172. 4.4 Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, among NACCO Industries, Inc., the other signatories thereto and NACCO Industries, Inc., as depository, is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed by the Company on October 5, 2017, Commission File Number 1-9172. 4.5 Amendment to Amended and Restated Stockholders' Agreement, dated as of February 14, 2019, among NACCO Industries, Inc., the other signatories thereto and NACCO Industries, Inc., as depository, is incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, Commission File Number 1-9172. 4.6 Second Amendment to Amended and Restated Stockholders' Agreement, dated as of February 12, 2021, by and among the Depository, NACCO Industries, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, as amended, is incorporated by reference to Exhibit 60 of the Company's General statement of acquisition of beneficial ownership on Form SC 13D, filed on February 12, 2021, Commission File Number 1-9172. 4.7 Third Amendment to Amended and Restated Stockholders' Agreement, dated as of February 11, 2022, by and among the Depository, NACCO Industries, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Amended and Restated Stockholders' Agreement, dated as of September 29, 2017, as amended, is incorporated by reference to Exhibit 99.8 of the Company's General statement of acquisition of beneficial ownership on Form SC 13D, filed on February 11, 2022, Commission File Number 1-9172. 4.8 Description of Securities is incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Commission File Number 1-9172. 62 Table of Contents Exhibit Number Exhibit Description (10) Material contracts 10.1* NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (Amended and Restated March 1, 2012) is incorporated herein by reference to Appendix B to NACCO's Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172. 10.2* NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated March 1, 2019) is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed by the Company on May 8, 2019, Commission File Number 1-9172. 10.3* NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated March 1, 20 21 ) is incorporated herein by reference to Exhibit 10. 1 to the Company's Current Report on Form 8-K, filed by the Company on May 19 , 20 21 , Commission File Number 1-9172. 10.4* NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated May 8, 2019) is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on May 8, 2019, Commission File Number 1-9172. 10.5* NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated May 19 , 20 21 ) is incorporated herein by reference to Exhibit 10. 2 to the Company's Current Report on Form 8-K, filed by the Company on May 19 , 20 21 , Commission File Number 1-9172. 10.6* Form of Award Agreement for the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan is incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed by the Company on September 17, 2012, Commission File Number 1-9172. 10.7* Form of Cashless Exercise Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Commission File Number 1-9172. 10.8* Form of Non-Cashless Exercise Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Commission File Number 1-9172. 10.9 Separation Agreement, dated as of September 29, 2017, between NACCO Industries, Inc. and Hamilton Beach Brands Holding Company, is incorporated by reference to Exhibit 10.1 of Hamilton Beach Brands Holding Company's Current Report on Form 8-K, filed on October 4, 2017, Commission File Number 1-9172. 10.10 Tax Allocation Agreement, dated as of September 29, 2017, between NACCO Industries, Inc. and Hamilton Beach Brands Holding Company, is incorporated by reference to Exhibit 10.3 of Hamilton Beach Brands Holding Company's Current Report on Form 8-K, filed on October 4, 2017, Commission File Number 1-9172. 10.11 Consulting Agreement, dated as of September 29, 2017, between NACCO Industries, Inc. and Alfred M. Rankin, Jr., is incorporated by reference to Exhibit 10.5 of NACCO Industries, Inc.'s Current Report on Form 8-K, filed on October 5, 2017, Commission File Number 1-9172. 10.12 Amendment to Consulting Agreement, dated as of December 15, 2020, between NACCO Industries, Inc. and Alfred M. Rankin, Jr., is incorporated by reference to Exhibit 10.1 of NACCO Industries, Inc.'s Current Report on Form 8-K, filed on December 15, 2020, Commission File Number 1-9172. 10.13 Amendment to Consulting Agreement, dated as of December 21 , 202 1 , between NACCO Industries, Inc. and Alfred M. Rankin, Jr., is incorporated by reference to Exhibit 10.1 of NACCO Industries, Inc.'s Current Report on Form 8-K, filed on December 22 , 202 1 , Commission File Number 1-9172. 10.14* NACCO Industries, Inc. Short-Term Incentive Compensation Plan (Effective as of March 1, 2019) is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on February 13, 2019, Commission File Number 1-9172. 10.15* The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172. 10.16* Amendment No. 1 to The North America Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Commission File Number 1-9172. 10.17* The North American Coal Corporation Annual Incentive Compensation Plan (Amended and Restated Effective March 1, 2015) is incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed by the Company on May 18, 2015, Commission File Number 1-9172. 63 Table of Contents Exhibit Number Exhibit Description 10.18* Amendment No. 2 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, Commission File Number 1-9172. 10.19 Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1990, is incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.20 First Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of June 1, 1994, is incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.21 Second Amendment to Coteau Lignite Sales Agreement by and between The Coteau Properties Company and Dakota Coal Company, dated as of January 1, 1997, is incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.22 Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of January 1, 1990, is incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.23 First Amendment to the Option and Put Agreement by and among The North American Coal Corporation, Dakota Coal Company and the State of North Dakota, dated as of June 1, 1994, is incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.24 Lignite Sales Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of April 1, 1998, is incorporated herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.25 First Amendment to Lignite Sales Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of August 30, 2016, is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on November 1, 2016, Commission File Number 1-9172.+ 10.26 Pay Scale Agreement by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, dated as of September 29, 2005, is incorporated herein by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.27 Consent and Agreement by and among Mississippi Lignite Mining Company, Choctaw Generation Limited Partnership, SE Choctaw L.L.C. and Citibank, N.A., dated as of December 20, 2002, is incorporated herein by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.28 Amendment No. 1 to Lignite Sales Agreement, Settlement Agreement and Release by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, LLLP, dated as of November 16, 2018, is incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, Commission File Number 1-9172. 10.29** Amendment No. 2 to Lignite Sales Agreement, Settlement Agreement and Release by and between Mississippi Lignite Mining Company and Choctaw Generation Limited Partnership, LLLP, dated as of November 24, 2021. 10.30 Second Restatement of Coal Sales Agreement by and between The Falkirk Mining Company and Great River Energy, dated as of January 1, 2007, is incorporated herein by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.31 Amendment No. 1 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of January 21, 2011, is incorporated herein by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.32 Amendment No. 2 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of March 1, 2014, is incorporated herein by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Commission File Number 1-9172. 10.33 Amendment No. 3 to Second Restatement of Coal Sales Agreement, by and between The Falkirk Mining Company and Great River Energy, dated as of January 1, 2019, is incorporated herein by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, Commission File Number 1-9172. 64 Table of Contents Exhibit Number Exhibit Description 10.34 Restatement of Option Agreement by and among The Falkirk Mining Company, Cooperative Power Association, United Power Association, and the State of North Dakota, dated as of January 1, 1997, is incorporated herein by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.35 Termination Agreement and Release, by and among The Falkirk Mining Company, Great River Energy and NoDak Energy Investments Corporation, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.36** Amendment No. 1 to Termination Agreement and Release, by and between The Falkirk Mining Company, NoDak Energy Investments Corporation and Great River Energy, dated as of December 28, 2021. 10.37 *** Coal Sales Agreement, by and between The Falkirk Mining Company and Rainbow Energy Center, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.38 *** Guaranty by REMC Assets, LP, dated June 17, 2021, is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.39 *** Mortgage, Assignment of Leases, Rents and As-Extracted Collateral, Security Agreement, Financing Statement and Fixture Filing, by and between The Falkirk Mining Company and Rainbow Energy Center, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.40 Security Agreement, by and between The Falkirk Mining Company and Rainbow Energy Center, LLC, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.41 Option Agreement, by and between The Falkirk Mining Company, Rainbow Energy Center, LLC and the State of North Dakota, Doing Business as The Bank of North Dakota, dated June 30, 2021, is incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 1-9172. 10.42 Third Restatement of Lignite Mining Agreement by and between The Sabine Mining Company and Southwestern Electric Power Company, dated as of January 1, 2008, is incorporated herein by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172.+ 10.43 Amendment No. 1 to Third Restatement of Lignite Mining Agreement by and between The Sabine Mining Company and Southwestern Electric Power Company, dated as of October 18, 2013 is incorporated herein by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172. 10.44 Option Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981, is incorporated herein by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.45 Addendum to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of January 15, 1981 is incorporated herein by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.46 Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Longview National Bank, dated as of December 2, 1996, is incorporated herein by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.47 Second Amendment to Option Agreement, by and among The North American Coal Corporation, Southwestern Electric Power Company and Regions Bank, dated as of January 1, 2008, is incorporated herein by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.48 Agreement by and among The North American Coal Corporation, Southwestern Electric Power Company, Texas Commerce Bank-Longview, Nortex Mining Company and The Sabine Mining Company, dated as of June 30, 1988, is incorporated herein by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q/A, filed by the Company on March 20, 2013, Commission File Number 1-9172. 10.49 Lignite Sales Agreement between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co. and Northwestern Corporation dated as of October 10, 2012 is incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed by the Company on March 6, 2013, Commission File Number 1-9172.++ 65 Table of Contents Exhibit Number Exhibit Description 10.50 First Amendment to Lignite Sales Agreement, dated as of January 30, 2014, between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc. and NorthWestern Corporation is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 8-K, filed by the Company on January 30, 2014, Commission File Number 1-9172. 10.51 Second Amendment to Lignite Sales Agreement, dated as of March 16, 2015, between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., and NorthWestern Corporation is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed by the Company on May 5, 2015, Commission File Number 1-9172. 10.52* Amendment No. 3 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on October 30, 2013, Commission File Number 1-9172. 10.53* Amendment No. 4 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, Commission File Number 1-9172. 10.54* Amendment No. 5 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, Commission File Number I-9172. 10.55* Amendment No. 6 to The North American Coal Corporation Supplemental Retirement Benefit Plan (Amended and Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, Commission File Number I-9172. 10.56 Agreement, dated as of March 16, 2015, among The North American Coal Corporation, Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc. and Northwestern Corporation is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 5, 2015, Commission File Number 1-9172 . 10.57 The North American Coal Corporation Excess Retirement Plan (Amended and Restated Effective January 1, 2020) is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on December 18, 2019, Commission File Number 1-9172. 10.58 Amended and Restated Credit Agreement by and among The North American Coal Corporation and the Lenders party thereto and KeyBank National Association as Syndication Agent, PNC Bank National Association as Administrative Agent and KeyBanc Capital Markets Inc. and PNC Capital Markets LLC as Joint Lead Arrangers and Joint Bookrunners, dated as of August 11, 2017 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on August 15, 2017, Commission File Number 1-9172. 10.59 Amended and Restated Credit Agreement by and among The North American Coal Corporation and the Guarantors party thereto and the Lenders party thereto and KeyBank National Association as Syndication Agent, PNC Bank National Association as Administrative Agent and KeyBanc Capital Markets Inc. and PNC Capital Markets LLC as Joint Lead Arrangers and Joint Bookrunners, dated as of November 12, 2021 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on November 15, 2021, Commission File Number 1-9172. 10.60 Revolving Credit Commitment Increase Agreement, dated as of December 10, 2021 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on December 13, 2021. Commission File Number 1-9172. 66 Table of Contents (21) Subsidiaries. A list of the subsidiaries of the Company is attached hereto as Exhibit 21. (23) Consents of experts and counsel. 23.1 Consents of experts and counsel. (24) Powers of Attorney. 24.1 A copy of a power of attorney for John S. Dalrymple is attached hereto as Exhibit 24.1. 24.2 A copy of a power of attorney for John P. Jumper is attached hereto as Exhibit 24.2. 24.3 A copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24.3. 24.4 A copy of a power of attorney for Michael S. Miller is attached hereto as Exhibit 24.4. 24.5 A copy of a power of attorney for Richard de J. Osborne is attached hereto as Exhibit 24.5. 24.6 A copy of a power of attorney for Alfred M. Rankin, Jr. is attached hereto as Exhibit 24.6. 24.7 A copy of a power of attorney for Matthew M. Rankin is attached hereto as Exhibit 24.7. 24.8 A copy of a power of attorney for Roger F. Rankin is attached hereto as Exhibit 24.8. 24.9 A copy of a power of attorney for Lori J. Robinson is attached hereto as Exhibit 24.9. 24.10 A copy of a power of attorney for Robert S. Shapard is attached hereto as Exhibit 24.10. 24.11 A copy of a power of attorney for Britton T. Taplin is attached hereto as Exhibit 24.11. (31) Rule 13a-14(a)/15d-14(a) Certifications. 31(i)(1) Certification of J.C. Butler, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit 31(i)(1). 31(i)(2) Certification of Elizabeth I. Loveman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit 31(i)(2). (32) Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by J.C. Butler, Jr. and Elizabeth I. Loveman. (95) Mine Safety Disclosure Exhibit is attached hereto as Exhibit 95. 96.1** Technical Report Summary relating to The Coteau Properties Company, dated December 31, 2021. 96.2** Technical Report Summary relating to the Coyote Creek Mining Company, LLC., dated December 31, 2021. 96.3** Technical Report Summary relating to The Falkirk Mining Company, dated December 31, 2021. 96.4** Technical Report Summary relating to the Mississippi Lignite Mining Company, dated December 31, 2021. 96.5** Supplemental Figures Attachment (99.1**) Reserve Report of Catapult Mineral Partners. (99.2**) Supplemental Figures Attachment 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) 67 Table of Contents * Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item15(b) of this Annual Report on Form 10-K. ** Filed herewith. *** Certain confidential information contained in this agreement has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. + Portions of Exhibit have been omitted and filed separately with the Securities and Exchange Commission in reliance on Rule 24b-2 and an Order from the Commission granting the Company's request for confidential treatment dated March 27, 2013. Portions for which confidential treatment has been granted have been marked with three asterisks [***] and a footnote indicating "Confidential treatment requested". ++ Portions of Exhibit have been omitted and filed separately with the Securities and Exchange Commission in reliance on Rule 24b-2 and an Order from the Commission granting the Company's request for confidential treatment dated April 2, 2013. Portions for which confidential treatment has been granted have been marked with three asterisks [***] and a footnote indicating "Confidential treatment requested". 68 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ Elizabeth I. Loveman Elizabeth I. Loveman Vice President and Controller (principal financial and accounting officer) March 2, 2022 69 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ J.C. Butler, Jr. President and Chief Executive Officer (principal executive officer) March 2, 2022 J.C. Butler, Jr. /s/ Elizabeth I. Loveman Vice President and Controller (principal financial and accounting officer) March 2, 2022 Elizabeth I. Loveman *John S. Dalrymple Director March 2, 2022 John S. Dalrymple * John P. Jumper Director March 2, 2022 John P. Jumper * Dennis W. LaBarre Director March 2, 2022 Dennis W. LaBarre * Michael S. Miller Director March 2, 2022 Michael S. Miller * Richard de J. Osborne Director March 2, 2022 Richard de J. Osborne * Alfred M. Rankin, Jr. Director March 2, 2022 Alfred M. Rankin, Jr. * Matthew M. Rankin Director March 2, 2022 Matthew M. Rankin * Roger F. Rankin Director March 2, 2022 Roger F. Rankin *Lori J. Robinson Director March 2, 2022 Lori J. Robinson *Robert S. Shapard Director March 2, 2022 Robert S. Shapard * Britton T. Taplin Director March 2, 2022 Britton T. Taplin * Elizabeth I. Loveman, by signing her name hereto, does hereby sign this Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission. /s/ Elizabeth I. Loveman March 2, 2022 Elizabeth I. Loveman, Attorney-in-Fact 70 Table of Contents ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 15(a)(1) AND (2), AND ITEM 15(c) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FINANCIAL STATEMENTS FINANCIAL STATEMENT SCHEDULES YEAR ENDED DECEMBER 31, 2021 NACCO INDUSTRIES, INC. CLEVELAND, OHIO F-1 Table of Contents FORM 10-K ITEM 15(a)(1) AND (2) NACCO INDUSTRIES, INC. AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The following consolidated financial statements of NACCO Industries, Inc. and Subsidiaries and the reports of the Company's independent registered public accounting firm (PCAOB ID: 42 ) are incorporated by reference in Item 8: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm — For each of the two years in the period ended December 31, 2021 . F- 3 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting — As of December 31, 2021 . F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Balance Sheets F- 8 Consolidated Statements of Cash Flows F- 9 Consolidated Statements of Equity F- 10 Notes to Consolidated Financial Statements F- 11 The following consolidated financial statement schedules of NACCO Industries, Inc. and Subsidiaries are included in Item 15(c): Schedule I — Condensed Financial Information of the Parent Schedule II — Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted. F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of NACCO Industries, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NACCO Industries, Inc. and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the years then ended, and the related notes and the financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 2, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit review committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-3 Table of Contents Falkirk and Great River Energy Contract Termination Description of the Matter As discussed in Note 1 to the consolidated financial statements, during June 2021, Great River Energy (“GRE”) entered into an agreement to sell Coal Creek Station and the adjacent high-voltage direct current transmission line to Bismarck, North Dakota-based Rainbow Energy Center, LLC (“Rainbow Energy”) and its affiliates. The closing of the transaction between GRE and Rainbow Energy is subject to the satisfaction of certain conditions. Upon completion of the sale of Coal Creek Station, the existing Coal Sales Agreement, the existing Mortgage and Security Agreement and the existing Option Agreement between GRE and the Falkirk Mining Company (“Falkirk”), a wholly owned subsidiary of North American Coal Corporation (“NACoal”), will terminate. If GRE’s efforts to sell the power plant are successful, a new Coal Sales Agreement (“CSA”) between Falkirk and Rainbow Energy will become effective and Falkirk will supply all coal requirements of Coal Creek Station concurrent with Rainbow Energy’s acquisition of the power plant. The Company evaluated whether the GRE announcement in June 2021 was a variable interest entity (“VIE)” reconsideration event and concluded it was not. Auditing the disclosure of the terms of the contract termination was especially complex in determining whether the GRE contract termination and the subsequent agreement between Falkirk and Rainbow Energy will result in a reconsideration event, a change in the conclusion that Falkirk meets the definition of a VIE and the determination of the primary beneficiary of the VIE. Evaluating the Company’s judgments in determining whether an entity is a VIE and the primary beneficiary of the VIE requires a high degree of complex auditor judgment. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated and tested the design and operating effectiveness of the controls surrounding the Company’s processes to assess the implications of significant transactions and events that could trigger a VIE reconsideration event. To test the implications of the transaction, our audit procedures included, among other things, inspecting the termination agreement between Falkirk and GRE and new CSA between Falkirk and Rainbow Energy that are both effective upon regulatory approval of the sale of Coal Creek Station and evaluating the VIE assessment performed by the Company. We evaluated the significant terms of the contracts and whether the June 2021 announcement by GRE or the contract termination and subsequent agreement between Falkirk and Rainbow Energy will result in a reconsideration event, a change in the conclusion that Falkirk meets the definition of a VIE and the determination of the primary beneficiary. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Cleveland, Ohio March 2, 2022 F-4 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of NACCO Industries, Inc. Opinion on Internal Control Over Financial Reporting We have audited NACCO Industries, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 20210, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, NACCO Industries, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated March 2, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s report on internal control over financial reporting in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Cleveland, Ohio March 2, 2022 F-5 Table of Contents NACCO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31 2021 2020 (In thousands, except per share data) Revenues $ 191,846 $ 128,432 Cost of sales 148,394 111,463 Gross profit 43,452 16,969 Earnings of unconsolidated operations 60,843 60,203 Contract termination settlement 10,333 — Operating expenses Selling, general and administrative expenses 55,722 53,062 Amortization of intangible assets 3,556 2,572 Gain on sale of assets ( 60 ) ( 269 ) Asset impairment charges — 8,359 59,218 63,724 Operating profit 55,410 13,448 Other (income) expense Interest expense 1,719 1,354 Interest income ( 449 ) ( 1,200 ) Closed mine obligations 1,297 1,641 Gain on equity securities ( 3,423 ) ( 1,226 ) Other, net ( 584 ) ( 1,379 ) ( 1,440 ) ( 810 ) Income before income tax provision (benefit) 56,850 14,258 Income tax provision (benefit) 8,725 ( 535 ) Net income $ 48,125 $ 14,793 Earnings per share: Basic earnings per share $ 6.73 $ 2.11 Diluted earnings per share $ 6.69 $ 2.10 Basic weighted average shares outstanding 7,146 7,026 Diluted weighted average shares outstanding 7,190 7,057 See notes to the Consolidated Financial Statements. F-6 Table of Contents NACCO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31 2021 2020 (In thousands) Net income $ 48,125 $ 14,793 Other comprehensive income Current period pension and postretirement plan adjustment, net of $ 864 tax expense and $ 213 tax benefit in 2021 and 2020, respectively 2,851 ( 697 ) Reclassification of pension and postretirement adjustments into earnings, net of $ 170 and $ 129 tax benefit in 2021 and 2020, respectively 572 435 Total other comprehensive income 3,423 ( 262 ) Comprehensive income $ 51,548 $ 14,531 See notes to the Consolidated Financial Statements. F-7 Table of Contents NACCO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31 2021 2020 (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 86,005 $ 88,450 Trade accounts receivable 25,667 18,894 Accounts receivable from affiliates 5,605 4,764 Inventories 54,085 47,551 Refundable federal income taxes 15,054 17,615 Prepaid insurance 2,016 2,564 Other current assets 14,621 8,308 Total current assets 203,053 188,146 Property, plant and equipment, net 193,167 172,417 Intangibles, net 31,774 35,330 Investment in unconsolidated subsidiaries 19,090 28,978 Operating lease right-of-use assets 8,911 10,324 Other non-current assets 51,225 40,984 Total assets $ 507,220 $ 476,179 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 12,208 $ 5,522 Accounts payable to affiliates 741 125 Revolving credit agreements — 20,000 Current maturities of long-term debt 2,527 2,112 Asset retirement obligations 1,820 1,844 Accrued payroll 16,339 14,430 Deferred revenue 4,082 941 Other current liabilities 8,299 7,283 Total current liabilities 46,016 52,257 Long-term debt 18,183 24,353 Operating lease liabilities 9,733 11,196 Asset retirement obligations 42,131 39,888 Pension and other postretirement obligations 6,605 8,838 Deferred income taxes 14,792 17,550 Liability for uncertain tax positions 10,113 9,413 Other long-term liabilities 7,531 12,060 Total liabilities 155,104 175,555 Stockholders’ equity Common stock: Class A, par value $ 1 per share, 5,616,568 shares outstanding (2020 - 5,489,615 shares outstanding) 5,616 5,490 Class B, par value $ 1 per share, convertible into Class A on a one -for-one basis, 1,566,613 shares outstanding (2020 - 1,568,210 shares outstanding) 1,567 1,568 Capital in excess of par value 16,331 10,895 Retained earnings 336,778 294,270 Accumulated other comprehensive loss ( 8,176 ) ( 11,599 ) Total stockholders’ equity 352,116 300,624 Total liabilities and equity $ 507,220 $ 476,179 See notes to the Consolidated Financial Statements. F-8 Table of Contents NACCO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 2021 2020 (In thousands) Operating Activities Net income $ 48,125 $ 14,793 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 23,085 18,114 Amortization of deferred financing fees 326 334 Deferred income taxes ( 3,553 ) 7,517 Stock-based compensation 5,561 3,078 Gain on sale of assets ( 60 ) ( 269 ) Inventory impairment charge — 1,973 Other asset impairment charges — 8,359 Other 1,647 ( 3,786 ) Working capital changes: Affiliates receivable/payable 495 20 Accounts receivable ( 13,685 ) 42 Inventories ( 6,534 ) ( 9,361 ) Other current assets 3,320 ( 2,582 ) Accounts payable 7,445 ( 10,622 ) Income taxes receivable/payable 2,699 ( 10,790 ) Other current liabilities 6,004 ( 19,306 ) Net cash provided by (used for) operating activities 74,875 ( 2,486 ) Investing Activities Expenditures for property, plant and equipment ( 39,230 ) ( 30,187 ) Acquisition of mineral interests ( 5,331 ) ( 14,181 ) Proceeds from the sale of assets 633 571 Purchase of equity securities — ( 2,000 ) Other ( 219 ) ( 187 ) Net cash used for investing activities ( 44,147 ) ( 45,984 ) Financing Activities Net (reductions) additions to revolving credit agreement ( 26,000 ) 14,000 Additions to long-term debt 3,634 7,427 Reductions to long-term debt ( 3,435 ) ( 1,354 ) Cash dividends paid ( 5,617 ) ( 5,375 ) Purchase of treasury shares — ( 1,002 ) Other ( 1,755 ) 332 Net cash (used for) provided by financing activities ( 33,173 ) 14,028 Cash and Cash Equivalents Total decrease for the year ( 2,445 ) ( 34,442 ) Balance at the beginning of the year 88,450 122,892 Balance at the end of the year $ 86,005 $ 88,450 See notes to the Consolidated Financial Statements. F-9 Table of Contents NACCO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Class A Common Stock Class B Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity (In thousands, except per share data) Balance, January 1, 2020 $ 5,397 $ 1,569 $ 8,911 $ 284,852 $ ( 11,337 ) $ 289,392 Stock-based compensation 124 — 2,954 — — 3,078 Conversion of Class B to Class A shares 1 ( 1 ) — Purchase of treasury shares ( 32 ) — ( 970 ) — — ( 1,002 ) Net income — — — 14,793 — 14,793 Cash dividends on Class A and Class B common stock: $ 0.7675 per share — — — ( 5,375 ) — ( 5,375 ) Current period other comprehensive income, net of tax — — — — ( 697 ) ( 697 ) Reclassification adjustment to net income, net of tax — — — — 435 435 Balance, December 31, 2020 $ 5,490 $ 1,568 $ 10,895 $ 294,270 $ ( 11,599 ) $ 300,624 Stock-based compensation 125 — 5,436 — — 5,561 Conversion of Class B to Class A shares 1 ( 1 ) — — — — Net income — — — 48,125 — 48,125 Cash dividends on Class A and Class B common stock: $ 0.7850 per share — — — ( 5,617 ) — ( 5,617 ) Current period other comprehensive income, net of tax — — — — 2,851 2,851 Reclassification adjustment to net income, net of tax — — — — 572 572 Balance, December 31, 2021 $ 5,616 $ 1,567 $ 16,331 $ 336,778 $ ( 8,176 ) $ 352,116 See notes to the Consolidated Financial Statements. F-10 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) NOTE 1— Principles of Consolidation and Nature of Operations The Consolidated Financial Statements include the accounts of NACCO Industries, Inc. ® (“NACCO”) and its wholly owned subsidiaries (collectively, the “Company”). NACCO brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through its robust portfolio of NACCO Natural Resources businesses. The Company operates 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 and an activated carbon producer. The NAMining segment is a trusted mining partner for producers of aggregates, lithium and other minerals. The Minerals Management segment promotes the development of mineral interests. In addition, Mitigation Resources of North America ® ("Mitigation Resources") provides stream and wetland mitigation solutions. The Company also has items not directly attributable to a reportable segment. Intercompany accounts and transactions are eliminated in consolidation. See Note 15 to the Consolidated Financial Statements for further discussion of segment reporting. The Company’s operating segments are further described below: Coal Mining Segment The Coal Mining segment, operating as The North American Coal Corporation ® ("NACoal"), operates surface coal mines under long-term contracts with power generation companies and an activated carbon producer pursuant to a service-based business model. Coal is surface mined in North Dakota, Texas, Mississippi, Louisiana and through September 30, 2021, on the Navajo Nation in New Mexico. Each mine is fully integrated with its customer's operations. As of December 31, 2021, the Company's operating coal mines were: The Coteau Properties Company (“Coteau”), Coyote Creek Mining Company, LLC (“Coyote Creek”), Demery Resources Company, LLC (“Demery”), The Falkirk Mining Company (“Falkirk”), Mississippi Lignite Mining Company (“MLMC”) and The Sabine Mining Company (“Sabine”). The contract mining agreement between Bisti Fuels Company, LLC (“Bisti”) and its customer, Navajo Transitional Energy Company ("NTEC") was terminated effective September 30, 2021. As required under the agreement, NTEC paid the Company a termination fee of $ 10.3 million reported on the line Contract termination settlement on the Consolidated Statements of Operations. As of October 1, 2021, NTEC assumed control and responsibility for operation and all reclamation of the Navajo Mine. The Coteau Properties Company (“Coteau”) operates the Freedom Mine in North Dakota. All coal production from the Freedom Mine is delivered to Basin Electric Power Cooperative (“Basin Electric”). Basin Electric utilizes the coal at the Great Plains Synfuels Plant (the “Synfuels Plant”), Antelope Valley Station and Leland Olds Station. The Synfuels Plant is a coal gasification plant, owned by Dakota Gasification Company (“Dakota Gas’), a subsidiary of Basin Electric, that manufactures synthetic natural gas and produces fertilizers, solvents, phenol, carbon dioxide, and other chemical products for sale. During 2020, Basin Electric informed Coteau that it is considering changes that may result in modifications to its Synfuels Plant that could potentially reduce or eliminate coal requirements at the Synfuels Plant. During August 2021, Bakken Energy (“Bakken”) and Basin Electric signed a non-binding term sheet to transfer ownership of the assets of Dakota Gas to Bakken. Bakken stated the closing date is expected to be April 1, 2023. As part of the term sheet between Basin Electric and Bakken, Basin Electric indicated that the Synfuels Plant will continue existing operations through 2025. The closing is subject to the satisfaction of specified conditions. Basin Electric is also considering other options for the Synfuels Plant if the transaction with Bakken does not close. Basin Electric indicated that if it decides to proceed with any changes that could reduce or eliminate the use of coal, the feedstock change is not expected to occur before 2026. Falkirk operates the Falkirk Mine in North Dakota. Falkirk is the sole supplier of lignite coal to the Coal Creek Station power plant pursuant to a contract under which Falkirk also supplies approximately 0.3 million tons of lignite coal per year to Spiritwood Station power plant. Coal Creek Station and Spiritwood Station are owned by Great River Energy (“GRE”). In May 2020, GRE announced its intent to sell or retire Coal Creek Station and modify Spiritwood Station to be fueled by natural gas. During June 2021, GRE entered into an agreement to sell Coal Creek Station and the adjacent high-voltage direct current transmission line to Bismarck, North Dakota-based Rainbow Energy Center, LLC (“Rainbow Energy”) and its affiliates. The F-11 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) closing of this sale is subject to the satisfaction of certain conditions and presently, the transaction is expected to close during the second quarter of 2022. Falkirk meets the definition of a variable interest entity (“VIE”). The Company concluded that GRE’s May 2020 and June 2021 announcements were not reconsideration events; however, the completion of the Rainbow Energy transaction will result in a reconsideration event. As the terms of the contract between Falkirk and Rainbow Energy are substantially the same as the terms of the contract between Falkirk and GRE, Falkirk is expected to remain a VIE and Rainbow Energy will become the primary beneficiary; therefore, NACCO will continue to account for Falkirk under the equity method. Upon completion of the sale of Coal Creek Station, the existing Coal Sales Agreement, the existing Mortgage and Security Agreement and the existing Option Agreement between GRE and Falkirk will terminate. Falkirk and GRE have entered into a termination and release of claims agreement. Upon completion of the sale of Coal Creek Station, GRE will pay Falkirk $ 14.0 million in cash, as well as transfer ownership of an office building located in Bismarck, North Dakota, and convey membership units in Midwest AgEnergy to NACoal. NACCO currently holds a $ 5.0 million investment in Midwest AgEnergy, which operates two ethanol facilities in North Dakota. If GRE's efforts to sell the power plant are successful, a new Coal Sales Agreement (“CSA”) between Falkirk and Rainbow Energy will become effective and Falkirk will supply all coal requirements of Coal Creek Station concurrent with Rainbow Energy’s acquisition of the power plant. Falkirk will no longer make any coal deliveries to GRE’s Spiritwood Station. Falkirk will be paid a management fee and Rainbow Energy will be responsible for funding all mine operating costs and directly or indirectly providing all of the capital required to operate the mine. The CSA specifies that Falkirk will perform final mine reclamation, which will be funded in its entirety by Rainbow Energy. The initial production period is expected to run ten years from the effective date of the CSA, but the CSA may be extended or terminated early under certain circumstances. If Rainbow Energy terminates the CSA and closes Coal Creek Station before 2027, Falkirk will be entitled to an additional payment from GRE under the terms of the termination and release of claims agreement. The additional payment amount ranges from $ 8 million if the closure occurs before 2024 to $ 2 million if the closure occurs in 2026. To support the transfer to new ownership, Falkirk has agreed to a reduction in the current per ton management fee from the effective date of the new CSA through May 31, 2024. After May 31, 2024, the per ton management fee increases to a higher base in line with current fee levels, and thereafter adjusts annually according to an index which tracks broad measures of U.S. inflation. If GRE’s efforts to sell the power plant are not successful and GRE elects to prematurely close Coal Creek Station, the early termination of the CSA would have a material adverse effect on the Company's business, financial condition and results of operations. Sabine operates the Sabine Mine in Texas. All production from Sabine is delivered to Southwestern Electric Power Company's (“SWEPCO”) Henry W. Pirkey Plant (the “Pirkey Plant”). SWEPCO is an American Electric Power (“AEP”) company. During 2020, AEP announced its intent to retire the Pirkey Plant in 2023. SWEPCO expects deliveries from Sabine to continue until the first quarter of 2023 at which time Sabine expects to begin final reclamation. Funding for mine reclamation is the responsibility of SWEPCO. During 2020, Caddo Creek Resources Company, LLC (“Caddo Creek”) ceased all mining and delivery of lignite and commenced mine reclamation. Funding for mine reclamation is the responsibility of a subsidiary of Advanced Emissions Solutions (“AES”). Caddo Creek entered into a contract with a subsidiary of AES to perform the required mine reclamation. The reclamation at Caddo Creek is expected to be substantially complete during the first half of 2022. During 2020, the contract mining agreement between Camino Real Fuels, LLC (“Camino Real”) and its customer, Dos Republicas Coal Partnership (“DRCP”), terminated and resulted in mine closure. Funding for mine reclamation is the responsibility of DRCP. At all operating coal mines other than MLMC, the Company is 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. The customers are responsible for funding all mine operating costs, including final mine reclamation, and directly or indirectly provide 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 NACCO and NACoal. See Note 17 for further discussion of Coyote Creek's guarantees. F-12 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) All operating coal mines other than MLMC meet the definition of a VIE. In each case, NACCO is not the primary beneficiary of the VIE as it does not exercise financial control; therefore, NACCO does not consolidate the results of these operations within its financial statements. Instead, these contracts are accounted for as equity method investments. The income before income taxes associated with these VIEs is reported as Earnings of unconsolidated operations on the Consolidated Statements of Operations, and the Company’s investment is reported on the line Investments in Unconsolidated Subsidiaries in the 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 the NACCO consolidated U.S. tax return; therefore, the income tax expense line on the Consolidated Statements of Operations includes income taxes related to these entities. See Note 17 for further information on the Unconsolidated Subsidiaries. The Company performs 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. At Caddo Creek, the terms of the contract to perform mine reclamation contain a fixed-price component and therefore, Caddo Creek no longer meets the VIE criteria. As a result, Caddo Creek is consolidated within the Company's financial statements. The MLMC contract is the only operating coal contract in which the Company is responsible for all operating costs, capital requirements and final mine reclamation; therefore, MLMC is consolidated within NACCO’s 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. NAMining Segment The NAMining segment provides value-added contract mining and other services for producers of aggregates, lithium and other minerals. The segment is a primary platform for the Company’s growth and diversification of mining activities outside of the coal industry. NAMining provides contract mining services for independently owned mines and quarries, creating value for its customers by performing the mining aspects of its customers’ operations. This allows customers to focus on their areas of expertise: materials handling and processing, product sales and distribution. NAMining historically operated primarily at limestone quarries in Florida, but is focused on expanding outside of Florida, mining materials other than limestone and expanding the scope of mining operations provided to its customers. NAMining utilizes both fixed price and management fee contract structures. Certain of the entities within the NAMining segment are VIEs and are accounted for under the equity method as Unconsolidated Subsidiaries. See Note 17 for further discussion. Minerals Management Segment The Minerals Management segment derives income primarily by leasing its 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. During 2021 and 2020, the Minerals Management segment acquired mineral interests, primarily in the Eagle Ford and Permian Basins in Texas and intends to make future acquisitions of mineral and royalty interests that meet the Company’s acquisition criteria as part of its growth strategy. See Note 20 for further discussion of Mineral Management's acquisitions. The Company’s legacy royalty and mineral interests are located in Ohio (Utica and Marcellus shale natural gas), Louisiana (Haynesville shale and Cotton Valley formation natural gas), Texas (Cotton Valley and Austin Chalk formation natural gas), Mississippi (coal), Pennsylvania (coal, coalbed methane and Marcellus shale natural gas), Alabama (coal, coalbed methane and natural gas) and North Dakota (coal, oil and natural gas). The majority of the Company’s legacy reserves were acquired as part of its historical coal mining operations. F-13 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) NOTE 2— Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities (if any) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents: Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less. Inventories: Inventories are stated at the lower of cost and net realizable value. The weighted average method is used for inventory valuation. Property, Plant and Equipment, Net: Property, plant and equipment are initially recorded at cost. Depreciation, depletion and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under finance leases, over their estimated useful lives using the straight-line method or the units-of-production method. Buildings and building improvements are depreciated over the life of the mine, which is generally 30 years. Estimated lives for machinery and equipment range from three to 15 years. The units-of-production method is used to amortize certain assets based on estimated recoverable tonnages. Repairs and maintenance costs are expensed when incurred, unless such costs extend the estimated useful life of the asset, in which case such costs are capitalized and depreciated. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived asset and depreciated over the asset's estimated useful life. Royalty Interests in Oil and Natural Gas Properties: The Company follows the successful efforts method of accounting for its royalty and mineral interests. Under this method, costs to acquire mineral and royalty interests in oil and natural gas properties are capitalized when incurred. Acquisitions of royalty interests of oil and natural gas properties are considered asset acquisitions and are recorded at cost. As an owner of mineral and royalty interests and not working interests, the Company is not required to make capital expenditures and did not make capital expenditures to convert proved undeveloped reserves from undeveloped to developed. Acquisition costs of proved royalty and mineral interests are amortized using the units of production method over the life of the property, which is estimated using proved reserves. For purposes of amortization, interests in oil and natural gas properties are grouped in a reasonable aggregation of properties with common geological structural features or stratigraphic condition. The Company reviews and evaluates its royalty interests in oil and natural gas properties for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Proved oil and gas properties are reviewed for impairment when events and circumstances indicate a potential decline in the fair value of such properties below the carrying value, such as a downward revision of the reserve estimates or lower commodity prices. When such events or changes in circumstances occur, the Company estimates the undiscounted future cash flows expected in connection with the properties and compares such future cash flows to the carrying amounts of the properties to determine if the carrying amounts are recoverable. If the carrying value of the properties is determined to not be recoverable based on the undiscounted cash flows, an impairment charge is recognized by comparing the carrying value to the estimated fair value of the properties. See Note 20 for further discussion of the Company's royalty and mineral interests. Long-Lived Assets: The Company periodically evaluates long-lived assets for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset or asset group may not be recoverable. Upon identification of indicators of impairment, the Company evaluates the carrying value of the asset by comparing the estimated future undiscounted cash flows generated from the use of the asset or asset group and its eventual disposition with the asset's net carrying value. If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount that the carrying value of the long-lived asset or asset group exceeds its fair value. Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 9 for further discussion of the Company's nonrecurring fair value measurements. At MLMC, the costs of mining operations are not reimbursed by MLMC's customer. As such, increased costs at MLMC or decreased revenues could materially reduce the Company's profitability. Any reduction in customer demand at MLMC, including reductions related to reduced mechanical availability of the customer’s power plant, would adversely affect the Company's operating results and could result in significant impairments. MLMC has approximately $ 136 million of long-lived assets, including property, plant and equipment and its coal supply agreement intangible asset, which are subject to periodic impairment analyses and review. Identifying and assessing whether impairment indicators exist, or if events or changes in F-14 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) circumstances have occurred, including assumptions about future power plant dispatch levels, changes in future sales price, operating costs and other factors that impact anticipated revenue and customer demand, requires significant judgment. Actual future operating results could differ significantly from these estimates, which may result in an impairment charge in a future period, which could have a substantial impact on the Company’s results of operations. Coal Supply Agreement: The coal supply agreement represents a long-term supply agreement with MLMC's customer and was recorded based on the fair value at the date of acquisition. The coal supply agreement is amortized based on units of production over the term of the agreement, which expires in 2032. The Company reviews identified intangible assets for impairment when changes in circumstances or the occurrence of certain events indicate potential impairment. Self-insurance Liabilities: The Company is generally self-insured for medical claims, certain workers’ compensation claims and certain closed mine liabilities. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management's judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, inflation rates, medical costs and actual experience could cause estimates to change in the near term. Revenue Recognition: See Note 3 to the Consolidated Financial Statements for discussion of revenue recognition. Stock Compensation: The Company maintains long-term incentive programs that allow for the grant of shares of Class A common stock, subject to restrictions, as a means of retaining and rewarding selected employees for long-term performance and to increase ownership in the Company. Shares awarded under the plans are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, for shares awarded for years ended December 31, 2021 and December 31, 2020, the restriction period ends at the earliest of (i) three years after the participant's retirement date, (ii) three , five or ten years from the award date, or (iii) the participant's death or permanent disability. Pursuant to the plans, the Company issued 138,306 and 79,380 shares related to the years ended December 31, 2021 and 2020, respectively. After the issuance of these shares, there were 561,694 shares of Class A common stock available for issuance under these plans. Compensation expense related to these share awards was $ 4.1 million ($ 3.2 million net of tax) and $ 2.0 million ($ 1.6 million net of tax) for the years ended December 31, 2021 and 2020, respectively. Compensation expense represents fair value based on the market price of the shares of Class A common stock at the grant date. The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the annual retainer for each non-employee director is paid in restricted shares of Class A common stock. For the year ended December 31, 2021, $ 105,000 ($ 150,000 for the Chairman) of the non-employee director's annual retainer of $ 167,000 ($ 250,000 for the Chairman) was paid in restricted shares of Class A common stock. For the year ended December 31, 2020, $ 100,000 ($ 150,000 for the Chairman) of the non-employee director's annual retainer of $ 162,000 ($ 250,000 for the Chairman) was paid in restricted shares of Class A common stock. Shares awarded under the plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged, hypothecated or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) ten years from the award date, (ii) the date of the director's death or permanent disability, (iii) five years (or earlier with the approval of the Board of Directors) after the director's date of retirement from the Board of Directors, (iv) the date the director has both retired from the Board of Directors and has reached age 70 , or (v) at such other time as determined by the Board of Directors in its sole and absolute discretion. Pursuant to this plan, the Company issued 45,223 and 42,744 shares related to the years ended December 31, 2021 and 2020, respectively. In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common stock in lieu of cash for up to 100 % of the balance of their annual retainer, committee retainer and any committee chairman's fees. These voluntary shares are not subject to any restrictions. Total shares issued under voluntary elections were 753 in 2021 and 745 in 2020. After the issuance of these shares, there were 166,561 shares of Class A common stock available for issuance under this plan. Compensation expense related to these awards was $ 1.3 million ($ 1.1 million net of tax) and $ 1.0 million ($ 0.8 million net of tax) for the years ended December 31, 2021 and 2020, respectively. Compensation expense represents fair value based on the market price of the shares of Class A common stock at the grant date. Financial Instruments: Financial instruments held by the Company include cash and cash equivalents, accounts receivable, equity securities, accounts payable, revolving credit agreements and long-term debt. Fair Value Measurements: The Company accounts for the fair value measurement of its financial assets and liabilities in accordance with U.S. generally accepted accounting principles, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. F-15 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3 - Unobservable inputs are used when little or no market data is available. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. See Note 9 for further discussion of fair value measurements. NOTE 3— Revenue Recognition Nature of Performance Obligations At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promised good or service that is distinct. To identify the performance obligations, the Company considers 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 its respective customer that represents a contract under ASC 606. For its consolidated entities, the Company’s 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. During 2020, Caddo Creek entered into a fixed-price contract to perform mine reclamation. The management service to perform mine reclamation 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. Revenue from this contract is recognized over time utilizing the cost-to-cost method to measure the extent of progress toward completion of the performance obligation. The Company believes the cost-to-cost method is the most appropriate method to measure progress and that the rate at which costs are incurred to fulfill the contract best depicts the transfer of control to the customer. The extent of progress towards completion is measured based on the ratio of costs incurred to date compared to total estimated costs at completion, and revenue is recorded proportionally based on an estimated profit margin. 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. The Minerals Management segment enters into contracts which grant the right to explore, develop, produce and sell minerals controlled by the Company. 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 the Company 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 the Company will ultimately be entitled to is entirely susceptible to factors outside its control, the entire amount of variable consideration is constrained at contract inception. The Company believes that the pricing provisions of royalty contracts are customary in the industry. Up- F-16 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) 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 five years . Significant Judgments The Company’s contracts with its customers 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 the Company's 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, the Company allocates 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. Recognition of revenue and recognition of profit related to the Caddo Creek contract requires the use of assumptions and estimates related to the total contract value, the total cost at completion, and the measurement of progress towards completion of the performance obligation. Due to the nature of the contract, developing the estimated total contract value and total cost at completion requires the use of significant judgment. The total contract value includes variable consideration. The Company includes variable consideration in the transaction price at the most likely amount to be earned, based upon the Company’s assessment of expected performance. The Company records these amounts only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. 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 the Company’s 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. The Company is considered a principal in such transactions and records the associated revenue at the gross amount billed to the customer with the related costs recorded as an expense within cost of sales. Prior Period Performance Obligations The Company records royalty income in the month production is delivered to the purchaser. As a non-operator, the Company has limited visibility into when new wells start producing and production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, the Company is required to estimate the amount of production delivered to the purchaser of the product and the price that will be received for the sale of the product. The expected sales volumes and prices for these properties are estimated and recorded in "Trade accounts receivable" in the accompanying Consolidated Balance Sheets. The difference between the Company’s estimates and the actual amounts received is recorded in the month that payment is received from the third-party lessee. During 2021, the Company recognized $ 1.8 million of variable consideration that was previously constrained due to uncertainty of collectability. During 2020, royalty income recognized in the reporting period related to performance obligations satisfied in prior reporting periods was immaterial. Disaggregation of Revenue In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers into major goods and service lines and timing of transfer of goods and services. The Company 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. The Company’s business consists of the Coal Mining, NAMining and Minerals Management segments as well as Unallocated Items. See Note 15 to the Consolidated Financial Statements for further discussion of segment reporting. F-17 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The following table disaggregates revenue by major sources for the years ended December 31: Major Goods/Service Lines 2021 2020 Coal Mining $ 91,851 $ 72,088 NAMining 69,924 42,392 Minerals Management 31,003 14,721 Unallocated Items 4,695 2,133 Eliminations ( 5,627 ) ( 2,902 ) Total revenues $ 191,846 $ 128,432 Timing of Revenue Recognition Goods transferred at a point in time $ 80,515 $ 68,073 Services transferred over time 111,331 60,359 Total revenues $ 191,846 $ 128,432 Contract Balances The opening and closing balances of the Company’s current and long-term contract liabilities and receivables are as follows: Contract balances Trade accounts receivable Contract asset (long-term) Contract liability (current) Contract liability (long-term) Balance at January 1, 2021 $ 18,894 $ 4,984 $ 941 $ 3,626 Balance at December 31, 2021 25,667 5,985 4,082 488 Increase (decrease) $ 6,773 $ 1,001 $ 3,141 $ ( 3,138 ) As described above, the Company enters into royalty contracts that grant exclusive right, title, and interest in and to minerals. 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. The timing of the payment of the fixed portion of the transaction price is upfront, however, the performance obligation is satisfied over the primary term of the contract, which is generally five years . Therefore, at the time any such up-front payment is received, a contract liability is recorded which represents deferred revenue. The difference between the opening and closing balance of this contract liability, which is shown above, primarily results from the difference between new lease bonus payments received and amortization of up-front lease bonus payments received in previous periods. The amount of revenue recognized in the years ended December 31, 2021 and December 31, 2020 that was included in the opening contract liability was $ 1.4 million and $ 0.9 million, respectively. This revenue consists of up-front lease bonus payments received under royalty contracts that are recognized over the primary term of the royalty contracts, which are generally five years . The Company expects to recognize $ 4.1 million in 2022, $ 0.3 million in 2023, $ 0.1 million in 2024, and de minimis amounts in 2025 and 2026 related to the contract liability remaining at December 31, 2021. The difference between the opening and closing balances of the Company’s contract balances results from the timing difference between the Company’s performance and the customer’s payment. The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer. F-18 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) NOTE 4— Inventories Inventories are summarized as follows: December 31 2021 2020 Coal $ 19,352 $ 17,695 Mining supplies 34,733 29,856 Total inventories $ 54,085 $ 47,551 During 2020, the Company recorded a $ 2.0 million inventory impairment charge in the line “Cost of sales” in the accompanying Consolidated Statements of Operations as mining costs exceeded net realizable value at MLMC. NOTE 5— Property, Plant and Equipment, Net Property, plant and equipment, net includes the following: December 31 2021 2020 Coal lands and real estate $ 52,011 $ 50,887 Mineral interests 19,512 14,181 Plant and equipment 264,110 231,190 Property, plant and equipment, at cost 335,633 296,258 Less allowances for depreciation, depletion and amortization 142,466 123,841 $ 193,167 $ 172,417 Total depreciation, depletion and amortization expense on property, plant and equipment was $ 19.5 million and $ 15.5 million during 2021 and 2020, respectively. NOTE 6— Intangible Assets The Company has a coal supply agreement intangible asset which is subject to amortization based on units of production over the term of the lignite sales agreement which expires in 2032. The gross and net balances are set forth in the following table: Gross Carrying Amount Accumulated Amortization Net Balance Balance at December 31, 2021 Coal supply agreement $ 84,200 $ ( 52,426 ) $ 31,774 Balance at December 31, 2020 Coal supply agreement $ 84,200 $ ( 48,870 ) $ 35,330 Amortization expense for intangible assets was $ 3.6 million and $ 2.6 million in 2021 and 2020, respectively. Expected annual amortization expense of the coal supply agreement for the next five years is $ 3.1 million in 2022 through 2026. NOTE 7— Asset Retirement Obligations The Company’s obligations associated with the retirement of long-lived assets are recognized at fair value at the time the legal obligations are incurred. Upon initial recognition of a liability, a corresponding amount is capitalized as part of the carrying value of the related long-lived asset and is depreciated either by the straight-line method or the units-of-production method. The F-19 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) liability is accreted each period until the liability is settled, at which time the liability is removed. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The Company's asset retirement obligations are principally for costs to close its surface mines and reclaim the land it has disturbed as a result of its normal mining activities as well as for costs to dismantle certain mining equipment at the end of the life of the mine. Management’s estimate involves a high degree of subjectivity. In particular, the obligation’s fair value is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including credit adjusted risk-free-rates, estimates of disturbed acreage, life of the mine, estimated reclamation costs, the application of various environmental laws and regulation and assumptions regarding equipment productivity. The Company reviews its asset retirement obligations at each mine site at least annually and makes necessary adjustments for permit changes and for revisions of estimates of the timing and extent of reclamation activities and cost estimates. The accretion of the liability is being recognized over the estimated life of each individual asset retirement obligation and is recorded in the line “Cost of sales” in the accompanying Consolidated Statements of Operations. The associated asset is recorded in “Property, Plant and Equipment, net” in the accompanying Consolidated Balance Sheets. The depreciation of the asset is recorded in the line “Cost of sales” in the accompanying Consolidated Statements of Operations. A reconciliation of the Company's beginning and ending aggregate carrying amount of the asset retirement obligations are as follows: Coal Mining NAMining Unallocated Items NACCO Consolidated Balance at January 1, 2020 $ 19,015 $ 604 $ 17,240 $ 36,859 Liabilities incurred during the period 9,809 — — 9,809 Liabilities settled during the period ( 5,977 ) — ( 732 ) ( 6,709 ) Accretion expense 1,793 — 1,022 2,815 Revision of estimated cash flows 400 ( 604 ) ( 838 ) ( 1,042 ) Balance at December 31, 2020 $ 25,040 $ — $ 16,692 $ 41,732 Liabilities settled during the period ( 184 ) — ( 869 ) ( 1,053 ) Accretion expense 1,996 — 1,304 3,300 Revision of estimated cash flows 46 — ( 74 ) ( 28 ) Balance at December 31, 2021 $ 26,898 $ — $ 17,053 $ 43,951 Asset retirement obligations are incurred at the time development of a new mine or mine area commences. During 2020, MLMC began development of a new mine area and as such, recorded an additional $ 9.8 million asset retirement obligation and a corresponding $ 9.8 million asset was capitalized as a component of Property, plant and equipment, net. The asset retirement obligation’s fair value was determined using a discounted cash flow technique and is based upon permit requirements and various estimates and assumptions that would be used by market participants, including estimates of disturbed acreage, reclamation costs and assumptions regarding equipment productivity. Centennial Natural Resources (“Centennial”) ceased coal production at the end of 2015. During 2020, the Company transferred the mine permits for certain Centennial mines to an unrelated third party. As a result of the transfer of the mine permits, the Company was relieved of the associated mine reclamation obligations and therefore recorded a $ 4.8 million reduction to Centennial's asset retirement obligation, included in "Liabilities settled during the period" in the table above. As part of the transfer of the mine permits, the Company also paid $ 3.8 million of cash, recorded $ 1.4 million in Other assets for amounts owed to Centennial from the third-party acquirer, and recognized $ 2.4 million in Other long-term liabilities in the Consolidated Balance Sheets. The Other long-term liabilities are primarily associated with amounts due to the third-party acquirer upon replacement of outstanding letters of credit. Bellaire Corporation (“Bellaire”) is a non-operating subsidiary of the Company with legacy liabilities relating to closed mining operations, primarily former Eastern U.S. underground coal mining operations. These legacy liabilities include obligations for water treatment and other environmental remediation that arose as part of the normal course of closing these underground mining operations. The accretion of the liability is recognized over the estimated life of the asset retirement obligation and is recorded in the line “Closed mine obligations” in the accompanying Consolidated Statements of Operations. Since Bellaire's properties are no longer active operations, no associated asset has been capitalized. F-20 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) Prior to 2020, Bellaire established a $ 5.0 million Mine Water Treatment Trust to provide a financial assurance mechanism in order to assure the long-term treatment of post-mining discharges. The fair value of Bellaire's Mine Water Treatment assets, which are recognized as a component of Other non-current assets on the Consolidated Balance Sheets, are $ 12.3 million and $ 11.1 million at December 31, 2021 and December 31, 2020, respectively, and are legally restricted for purposes of settling the Bellaire asset retirement obligation. See Note 9 for further discussion of the Mine Water Treatment Trust. NOTE 8— Current and Long-Term Financing Financing arrangements are obtained and maintained at the subsidiary level. NACCO has not guaranteed any borrowings of its subsidiaries. The following table summarizes the Company's available and outstanding borrowings: December 31 2021 2020 Total outstanding borrowings of NACoal: Revolving credit agreement $ 4,000 $ 30,000 Other debt 16,710 16,465 Total debt outstanding $ 20,710 $ 46,465 Current portion of borrowings outstanding $ 2,527 $ 22,112 Long-term portion of borrowings outstanding 18,183 24,353 $ 20,710 $ 46,465 Total available borrowings, net of limitations, under revolving credit agreement $ 120,231 $ 146,951 Unused revolving credit agreement $ 116,231 $ 116,951 Weighted average stated interest rate on total borrowings 3.7 % 2.3 % Annual maturities of total debt, excluding leases, are as follows: 2022 2,377 2023 2,460 2024 2,068 2025 5,175 2026 5,492 Thereafter 2,798 $ 20,370 Interest paid on total debt was $ 1.6 million and $ 1.4 million during 2021 and 2020, respectively. Deferred financing fees of $ 1.8 million were capitalized during 2021. NACoal has a secured revolving line of credit of up to $ 150.0 million (the “NACoal Facility”) that was refinanced during 2021 and expires in November 2025. Borrowings outstanding under the NACoal Facility were $ 4.0 million at December 31, 2021. At December 31, 2021, the excess availability under the NACoal Facility was $ 116.2 million, which reflects a reduction for outstanding letters of credit of $ 29.8 million. The NACoal Facility has performance-based pricing, which sets interest rates based upon NACoal achieving various levels of debt to EBITDA ratios, as defined in the NACoal 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 December 31, 2021, for base rate and LIBOR loans were 1.25 % and 2.25 %, respectively. The NACoal Facility has a commitment fee which is based upon achieving various levels F-21 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) of debt to EBITDA ratios. The commitment fee was 0.35 % on the unused commitment at December 31, 2021. The weighted average interest rate applicable to the NACoal Facility at December 31, 2021 was 4.50 % including the floating rate margin. The NACoal Facility contains restrictive covenants, which require, among other things, NACoal 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 NACoal 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, in conjunction with maintaining unused availability thresholds of borrowing capacity, as defined in the NACoal Facility, of $ 15.0 million. At December 31, 2021, NACoal was in compliance with all financial covenants in the NACoal Facility. The obligations under the NACoal Facility are guaranteed by certain of NACoal's direct and indirect, existing and future domestic subsidiaries, and is secured by certain assets of NACoal and the guarantors, subject to customary exceptions and limitations. NACoal has a demand note payable to Coteau, one of the unconsolidated subsidiaries, which bears interest based on the applicable quarterly federal short-term interest rate as announced from time to time by the Internal Revenue Service. At December 31, 2021 and 2020, the balance of the note was $ 2.6 million and $ 4.4 million and the interest rate was 0.18 % and 0.14 %, respectively. NACoal has six notes payable that are secured by eleven specified units of equipment, bear interest at a weighted average rate of 4.03 %, and expire at various dates through 2027. One note includes a principal payment of $ 4.4 million at the end of the term on December 15, 2026. At December 31, 2021 and 2020, the outstanding balances of the notes were $ 13.8 million and $ 10.6 million, respectively. NOTE 9— Fair Value Disclosure Recurring Fair Value Measurements : The following table presents the Company's assets 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 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Equity securities $ 16,070 $ 16,070 $ — $ — $ 16,070 $ 16,070 $ — $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Description December 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Equity securities $ 13,164 $ 13,164 $ — $ — $ 13,164 $ 13,164 $ — $ — Bellaire's Mine Water Treatment Trust invests in available for sale 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 Mine Water Treatment Trust realized a gain of $ 1.7 million and $ 1.2 million in the years ended December 31, 2021 and 2020, respectively. See Note 7 for further discussion of Bellaire's Mine Water Treatment Trust. F-22 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) During 2020, the Company 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 Company recognized a gain of $ 1.7 million and $ 0.1 million in the years ended December 31, 2021 and 2020, related to the investment in these equity securities. The gains related to equity securities are reported on the line Gain on equity securities in the "Other (income) expense" section of the Consolidated Statements of Operations. There were no transfers into or out of Levels 1, 2 or 3 during the year ended December 31, 2021. Nonrecurring Fair Value Measurements: The Company regularly performs reviews of potential future development projects and identified certain undeveloped properties where market conditions related to any future development deteriorated during 2020. As a result, the Company estimated the fair value of the assets using unobservable inputs, which are classified as Level 3 inputs. The long-lived assets were written down to their estimated fair value, which resulted in a non-cash asset impairment charge of $ 7.3 million in the Minerals Management segment and $ 1.1 million in the Coal Mining segment for certain capitalized leasehold costs, prepaid royalties and other assets during 2020. The fair value of these long-lived assets was determined to be zero as such assets were deemed to have no future economic benefit based on the Company's analysis using market participant assumptions, and therefore no expected future cash flows. The impairment charges are reported on the line Asset impairment charges in the Consolidated Statements of Operations. Other Fair Value Measurement Disclosures: The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair values of revolving credit agreements and long-term debt, excluding finance leases, were determined using current rates offered for similar obligations taking into account subsidiary credit risk, which is Level 2 as defined in the fair value hierarchy. The fair value and the book value of revolving credit agreements and long-term debt, excluding finance leases, was $ 20.5 million and $ 20.4 million, respectively, at December 31, 2021 and $ 45.2 million and $ 45.0 million, respectively, at December 31, 2020. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. Under its mining contracts, the Company recognizes revenue and a related receivable as coal or limestone is delivered. These mining contracts provide for monthly settlements. The Company's significant credit concentration is uncollateralized; however, historically minimal credit losses have been incurred. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers, but does not generally require advance payments or collateral. NOTE 10— Leases The Company recognizes right-of-use assets (“ROU assets”) and lease liabilities for operating leases of real estate, mining and other equipment that expire at various dates through 2031. The majority of the Company's leases are operating leases. See the table below for further information on the Consolidated Balance Sheet. The Company's lease agreements do not contain lease payments that depend on an index or a rate, as such, minimum lease payments do not include variable lease payments. F-23 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) Leased assets and liabilities include the following: Description Location DECEMBER 31 2021 DECEMBER 31 2020 Assets Operating Operating lease right-of-use assets $ 8,911 $ 10,324 Finance Property, plant and equipment, net (a) 334 1,478 Liabilities Current Operating Other current liabilities $ 1,463 $ 1,457 Finance Current maturities of long-term debt 150 1,188 Noncurrent Operating Operating lease liabilities $ 9,733 $ 11,196 Finance Long-term debt 190 280 (a) Finance leased assets are recorded net of accumulated amortization of $ 0.3 million and $ 0.2 million as of December 31, 2021 and December 31, 2020, respectively. The components of lease expense for the years ended December 31 are as follows: Description Location 2021 2020 Lease expense Operating lease cost Selling, general and administrative expenses $ 2,122 $ 2,103 Finance lease cost: Amortization of leased assets Cost of sales 220 164 Interest on lease liabilities Interest expense 31 19 Variable lease expense Selling, general and administrative expenses 571 588 Short-term lease expense Selling, general and administrative expenses 1,176 260 Total lease expense $ 4,120 $ 3,134 Future minimum finance and operating lease payments were as follows at December 31, 2021: Finance Leases Operating Leases Total 2022 $ 161 $ 2,181 $ 2,342 2023 127 1,705 1,832 2024 63 1,661 1,724 2025 7 1,469 1,476 2026 — 1,501 1,501 Subsequent to 2026 — 6,451 6,451 Total minimum lease payments 358 14,968 $ 15,326 Amounts representing interest 18 3,772 Present value of net minimum lease payments $ 340 $ 11,196 F-24 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) As most of the Company's leases do not provide an implicit rate, the Company determines the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company considers its credit rating and the current economic environment in determining this collateralized rate. The assumptions used in accounting for ASC 842 for the years ended December 31 are as follows: Lease term and discount rate 2021 2020 Weighted average remaining lease term (years) Operating 8.38 8.92 Finance 2.44 1.38 Weighted average discount rate Operating 7.08 % 7.00 % Finance 4.16 % 4.11 % The following table details cash paid for amounts included in the measurement of lease liabilities for the years ended December 31: Cash paid for amounts included in the measurement of lease liabilities 2021 2020 Operating cash flows from operating leases $ 2,260 $ 2,223 Operating cash flows from finance leases 31 19 Financing cash flows from finance leases 275 623 NOTE 11— 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 business of the Company. Management believes that it has meritorious defenses and will vigorously defend the Company 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. The Company does 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, the Company discloses 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 the Company’s financial position, results of operations and cash flows of the period in which the ruling occurs, or in future periods. NOTE 12— Stockholders' Equity and Earnings Per Share NACCO Industries, Inc. Class A common stock is traded on the New York Stock Exchange under the ticker symbol “NC.” Because of transfer restrictions on Class B common stock, no trading market has developed, or is expected to develop, for the Company's Class B common stock. The Class B common stock is convertible into Class A common stock on a one-for-one basis at any time at the request of the holder. The Company's Class A common stock and Class B common stock have the same cash dividend rights per share. As the liquidation and dividend rights are identical, any distribution of earnings would be allocated to Class A and Class B stockholders on a proportionate basis, and accordingly the net income per share for each class of common stock is identical. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2021 was 25,000,000 shares and 6,756,176 shares, respectively. Treasury shares of Class A common stock totaling 2,600,661 and 2,726,017 at December 31, 2021 and 2020, respectively, have been deducted from shares outstanding. F-25 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) Stock Repurchase Programs: On November 10, 2021, the Company's Board of Directors approved a stock purchase program ("2021 Stock Repurchase Program") providing for the purchase of up to $ 20.0 million of the Company’s outstanding Class A common stock through December 31, 2023. NACCO’s previous repurchase program ("2019 Stock Repurchase Program") would have expired on December 31, 2021 but was terminated and replaced by the 2021 Stock Repurchase Program. The Company repurchased 32,286 shares of Class A common stock under the 2019 Stock Repurchase Program for an aggregate purchase price of $ 1.0 million during 2020. The timing and amount of any repurchases under the 2021 Stock Repurchase Program are determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives, market conditions for the Company's Class A common stock and other legal and contractual restrictions. The 2021 Stock Repurchase Program does not require the Company to acquire any specific number of shares and may be modified, suspended, extended or terminated by the Company without prior notice and may be executed through open market purchases, privately negotiated transactions or otherwise. All or part of the repurchases under the 2021 Stock Repurchase Program may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be restricted from doing so under applicable securities laws. Stock Compensation: See Note 2 for a discussion of the Company's restricted stock awards. Earnings per Share: The weighted average number of shares of Class A common stock and Class B common stock outstanding used to calculate basic and diluted earnings per share were as follows: 2021 2020 Basic weighted average shares outstanding 7,146 7,026 Dilutive effect of restricted stock awards 44 31 Diluted weighted average shares outstanding 7,190 7,057 Basic earnings per share $ 6.73 $ 2.11 Diluted earnings per share $ 6.69 $ 2.10 F-26 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) NOTE 13— Income Taxes The Company provides for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to be in effect during the year in which the basis differences reverse. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The components of income (loss) before income tax provision (benefit) and the income tax provision (benefit) for the years ended December 31 are as follows: 2021 2020 Income (loss) before income tax provision (benefit) Domestic $ 57,019 $ 13,990 Foreign ( 169 ) 268 $ 56,850 $ 14,258 Income tax provision (benefit) Current income tax provision (benefit): Federal $ 10,870 $ ( 7,859 ) State 1,443 ( 408 ) Foreign ( 35 ) 215 Total current 12,278 ( 8,052 ) Deferred income tax (benefit) provision: Federal ( 4,449 ) 7,847 State 896 ( 330 ) Total deferred ( 3,553 ) 7,517 $ 8,725 $ ( 535 ) The Company made income tax payments of $ 11.5 million and $ 0.4 million during 2021 and 2020, respectively. During the same periods, income tax refunds totaled $ 2.6 million and $ 4.2 million, respectively. F-27 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before the provision for income taxes. A reconciliation of the federal statutory and effective income tax rate for the years ended December 31 is as follows: 2021 2020 Income before income tax provision $ 56,850 $ 14,258 Statutory taxes at 21.0% $ 11,939 $ 2,994 State and local income taxes 1,890 ( 626 ) Non-deductible expenses 725 426 Percentage depletion ( 6,245 ) ( 3,744 ) R&D and other federal credits ( 363 ) ( 367 ) Settlements and uncertain tax positions 166 6,286 Coronavirus Aid, Relief, and Economic Security ("CARES") Act - carryback rate differential — ( 4,741 ) Other, net 613 ( 763 ) Income tax provision $ 8,725 $ ( 535 ) Effective income tax rate 15.3 % ( 3.8 ) % The Company recorded an income tax expense of $ 8.7 million for the year ended December 31, 2021 on income before income tax of $ 56.9 million, or 15.3 %, compared to income tax benefit of $ 0.5 million on income before income tax of $ 14.3 million, or ( 3.8 %), for the year ended December 31, 2020. The year ended December 31, 2020 includes $ 7.3 million of discrete tax charges primarily related to settlement of tax examinations, reserves for uncertain tax positions and return to provision adjustments partially offset by a benefit of $ 4.7 million, primarily due to the rate differential related to carrying back losses under the provisions of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act allows net operating tax losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company generated a net tax operating loss in 2020 primarily due to the realization of certain deferred tax assets. There were no material discrete items affecting income tax expense in 2021. The effective income tax rate for 2021 reflects the impact of higher pre-tax income in 2021 compared with 2020, including the termination fee associated with the Bisti contract termination. The effective income tax rate varies based upon the mix and timing of earnings between entities that benefit from percentage depletion and those that do not benefit from percentage depletion. The benefit from percentage depletion is not directly related to the amount of pre-tax income recorded in a period. F-28 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) A detailed summary of the total deferred tax assets and liabilities in the Company's Consolidated Balance Sheets resulting from differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes is as follows: December 31 2021 2020 Deferred tax assets Lease liabilities $ 24,500 $ 27,800 Tax carryforwards 13,837 17,756 Inventories 4,522 3,742 Accrued liabilities 9,243 10,160 Employee benefits 3,496 2,747 Land valuation adjustment 5,988 5,536 Other 6,527 5,401 Total deferred tax assets 68,113 73,142 Less: Valuation allowance 11,695 11,549 56,418 61,593 Deferred tax liabilities Lease right-of-use assets 24,500 27,800 Depreciation and depletion 25,851 31,972 Partnership investment - development costs 9,840 11,686 Accrued pension benefits 10,941 7,685 Total deferred tax liabilities 71,132 79,143 Net deferred liability $ ( 14,714 ) $ ( 17,550 ) The following table summarizes the tax carryforwards and associated carryforward periods and related valuation allowances where the Company has determined that realization is uncertain: December 31, 2021 Net deferred tax asset Valuation allowance Carryforwards expire during: State net operating loss $ 17,516 $ 14,694 2022-2041 December 31, 2020 Net deferred tax asset Valuation allowance Carryforwards expire during: State net operating loss $ 18,708 $ 14,478 2021-2040 Federal research credit 2,648 — 2034-2040 Total $ 21,356 $ 14,478 The Company has a valuation allowance for certain state and foreign deferred tax assets. Based upon the review of historical earnings and the relevant expiration of carryforwards, including utilization limitations in the various state taxing jurisdictions, the Company believes the valuation allowances are appropriate and does not expect to release valuation allowances within the next twelve months that would have a significant effect on the Company's financial position or results of operations. The tax returns of the Company and certain of its subsidiaries are under routine examination by various taxing authorities. The Company has not been informed of any material assessment for which an accrual has not been previously provided and the Company would vigorously contest any material assessment. Management believes any potential adjustment would not materially affect the Company's financial condition or results of operations. F-29 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings. The examination of the 2013-2016 U.S. federal tax returns is ongoing. The Company has extended the statute of limitations to allow the U.S. taxing authorities to complete their examination. The following is a reconciliation of the Company's total gross unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the financial statements for the years ended December 31, 2021 and 2020. The increase in the gross unrecognized tax benefits in 2020 was primarily due to tax positions related to worthlessness losses for which the timing of deductibility is uncertain. Approximately $ 6.4 million and $ 6.3 million of the gross unrecognized tax benefits as of December 31, 2021 and 2020, respectively, relate to permanent items that, if recognized, would impact the effective income tax rate. This amount differs from the gross unrecognized tax benefits presented in the table below due to (1) the deferred tax asset which would be available if the position were not sustained upon audit and (2) the decrease in U.S. federal income taxes which would occur upon the recognition of the state tax benefits included herein. 2021 2020 Balance at January 1 $ 10,459 $ 2,860 Additions based on tax positions related to prior years 95 2,774 Decreases based on settlements with tax authorities — ( 803 ) Additions based on tax positions related to the current year — 5,628 Balance at December 31 $ 10,554 $ 10,459 The Company records interest and penalties on uncertain tax positions as a component of the income tax provision. The Company recognized net expense of less than $ 0.1 million and net benefit of less than $ 0.1 million in interest and penalties related to uncertain tax positions during 2021 and 2020, respectively. The total amount of interest and penalties accrued was $ 0.2 million and $ 0.1 million as of December 31, 2021 and 2020, respectively. The Company expects the amount of unrecognized tax benefits will change within the next 12 months; however, the change in unrecognized tax benefits, which is reasonably possible within the next 12 months, is not expected to have a significant effect on the Company's financial position, results of operations or cash flows. NOTE 14— Retirement Benefit Plans Defined Benefit Plans: The Company maintains defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. Prior to 2020, the Company amended the Combined Defined Benefit Plan for NACCO Industries, Inc. and its subsidiaries (the “Combined Plan”) to freeze pension benefits for all employees. The Company also amended the Supplemental Retirement Benefit Plan (the “SERP”) to freeze all pension benefits. All eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans. F-30 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31: 2021 2020 Weighted average discount rates for pension benefit obligation 2.53 % - 2.77 % 2.02 % - 2.36 % Weighted average discount rates for net periodic benefit cost 2.02 % - 2.36 % 2.98 % - 3.20 % Expected long-term rate of return on assets for net periodic benefit cost 7.00 % 7.00 % Set forth below is detail of the net periodic pension income for the defined benefit plans for the years ended December 31: 2021 2020 Interest cost $ 1,002 $ 1,285 Expected return on plan assets ( 2,568 ) ( 2,435 ) Amortization of actuarial loss 718 597 Amortization of prior service cost 59 58 Net periodic pension income $ ( 789 ) $ ( 495 ) Set forth below is detail of other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss for the years ended December 31: 2021 2020 Current year actuarial (gain) loss $ ( 3,793 ) $ 667 Amortization of actuarial loss ( 718 ) ( 597 ) Amortization of prior service cost ( 59 ) ( 58 ) Total recognized in other comprehensive (income) loss $ ( 4,570 ) $ 12 F-31 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The following table sets forth the changes in the benefit obligation and the plan assets during the year and the funded status of the defined benefit plans at December 31: 2021 2020 Change in benefit obligation Projected benefit obligation at beginning of year $ 44,600 $ 41,854 Interest cost 1,002 1,285 Actuarial (gain) loss ( 1,367 ) 3,996 Benefits paid ( 2,572 ) ( 2,535 ) Projected benefit obligation at end of year $ 41,663 $ 44,600 Accumulated benefit obligation at end of year $ 41,663 $ 44,600 Change in plan assets Fair value of plan assets at beginning of year $ 41,099 $ 37,364 Actual return on plan assets 4,995 5,763 Employer contributions 487 507 Benefits paid ( 2,572 ) ( 2,535 ) Fair value of plan assets at end of year $ 44,009 $ 41,099 Funded status at end of year $ 2,346 $ ( 3,501 ) Amounts recognized in the balance sheets consist of: Non-current assets $ 7,806 $ 4,070 Current liabilities ( 542 ) ( 549 ) Non-current liabilities ( 4,918 ) ( 7,022 ) $ 2,346 $ ( 3,501 ) Components of accumulated other comprehensive loss consist of: Actuarial loss $ 9,510 $ 14,022 Prior service cost 703 761 Deferred taxes ( 2,254 ) ( 3,316 ) $ 7,959 $ 11,467 The Company recognizes as a component of benefit (income) cost, as of the measurement date, any unrecognized actuarial net gains or losses that exceed 10% of the larger of the projected benefit obligations or the plan assets, defined as the "corridor." Amounts outside the corridor are amortized over the average expected remaining service of active participants expected to benefit under the retiree medical plans or over the average expected remaining lifetime of inactive participants for the pension plans. The (gain) loss amounts recognized in AOCI are not expected to be fully recognized until the plan is terminated or as settlements occur, which would trigger accelerated recognition. Prior service costs resulting from plan changes are also in AOCI. The Company's policy is to make contributions to fund its pension plans within the range allowed by applicable regulations. The Company maintains one supplemental defined benefit plan that pays monthly benefits to participants directly out of corporate funds. All other pension benefit payments are made from assets of the pension plans. F-32 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) Future pension benefit payments expected to be paid from assets of the pension plans are: 2022 $ 2,710 2023 2,697 2024 2,716 2025 2,684 2026 2,672 2027 - 2031 12,779 $ 26,258 The expected long-term rate of return on defined benefit plan assets reflects management's expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. In establishing the expected long-term rate of return assumption for plan assets, the Company considers the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes. Expected returns for pension plans are based on a calculated market-related value for pension plan assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company's expected returns are recognized in the market-related value of assets ratably over three years. The pension plans maintain investment policies that, among other things, establish a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policies provide that investments are reallocated between asset classes as balances exceed or fall below the appropriate allocation bands. The following is the actual allocation percentage and target allocation percentage for the pension plan assets at December 31: 2021 Actual Allocation 2020 Actual Allocation Target Allocation Range U.S. equity securities 48.7 % 45.4 % 36.0 % - 54.0 % Non-U.S. equity securities 19.7 % 20.3 % 16.0 % - 24.0 % Fixed income securities 31.2 % 33.9 % 30.0 % - 40.0 % Money market 0.4 % 0.4 % 0.0 % - 10.0 % The defined benefit pension plans do not have any direct ownership of NACCO common stock. The fair value of each major category of the Company's pension plan assets are valued using quoted market prices in active markets for identical assets, or Level 1 in the fair value hierarchy. Following are the values as of December 31: Level 1 2021 2020 U.S. equity securities $ 21,434 $ 18,640 Non-U.S. equity securities 8,678 8,335 Fixed income securities 13,723 13,948 Money market 174 176 Total $ 44,009 $ 41,099 Postretirement Health Care: The Company also maintains health care plans which provide benefits to grandfathered eligible retired employees. All health care plans of the Company have a cap on the Company's share of the costs. The health care plans have network provided benefits which result in cost savings for the Company. These plans have no assets. Under the Company's current policy, plan benefits are funded at the time they are due to participants. F-33 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The assumptions used in accounting for the postretirement health care plans are set forth below for the years ended December 31: 2021 2020 Weighted average discount rates for benefit obligation 2.12 % 1.37 % Weighted average discount rates for net periodic benefit cost 1.37 % 1.37 % - 2.65 % Health care cost trend rate assumed for next year 6.50 % 6.25 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 5.00 % Year that the rate reaches the ultimate trend rate 2029 2027 Set forth below is detail of the net periodic benefit expense (income) for the postretirement health care plans for the years ended December 31: 2021 2020 Service cost $ 13 $ 21 Interest cost 27 52 Amortization of actuarial loss (gain) 19 ( 1 ) Amortization of prior service credit ( 54 ) ( 59 ) Amortization of curtailment — ( 31 ) Net periodic benefit expense (income) $ 5 $ ( 18 ) Set forth below is detail of other changes in plan assets and benefit obligations recognized in other comprehensive loss for the years ended December 31: 2021 2020 Current year actuarial (gain) loss $ ( 48 ) $ 194 Amortization of actuarial (loss) gain ( 19 ) 1 Amortization of prior service credit 54 59 Amortization of curtailment — 31 Transfers 126 46 Total recognized in other comprehensive loss $ 113 $ 331 F-34 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The following sets forth the changes in benefit obligations during the year and the funded status of the postretirement health care at December 31: 2021 2020 Change in benefit obligation Benefit obligation at beginning of year $ 2,054 $ 2,049 Service cost 13 21 Interest cost 27 52 Plan amendments — 49 Actuarial (gain) loss ( 48 ) 145 Benefits paid ( 169 ) ( 262 ) Benefit obligation at end of year $ 1,877 $ 2,054 Funded status at end of year $ ( 1,877 ) $ ( 2,054 ) Amounts recognized in the balance sheets consist of: Current liabilities $ ( 190 ) $ ( 238 ) Noncurrent liabilities ( 1,687 ) ( 1,816 ) $ ( 1,877 ) $ ( 2,054 ) Components of accumulated other comprehensive loss consist of: Actuarial loss $ 520 $ 466 Prior service credit ( 108 ) ( 167 ) Deferred taxes ( 195 ) ( 167 ) $ 217 $ 132 Future postretirement health care benefit payments expected to be paid are: 2022 191 2023 191 2024 182 2025 176 2026 169 2027 - 2031 700 $ 1,609 Defined Contribution Plans: NACCO and its subsidiaries maintain a defined contribution (401(k)) plan for substantially all employees and provide employer matching contributions based on plan provisions. The plan also provides for a minimum employer contribution. Total costs, including Company contributions, for these plans were $ 2.9 million and $ 2.8 million in 2021 and 2020, respectively. NOTE 15— Business Segments The Company’s operating segments are: (i) Coal Mining, (ii) NAMining and (iii) Minerals Management. The Company determines its reportable segments by first identifying its 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. The Company’s Chief Operating Decision Maker utilizes operating profit to evaluate segment performance and allocate resources. The Company has items not directly attributable to a reportable segment which are not included as part of the measurement of segment operating profit, which are primarily administrative costs related to public company reporting requirements at the parent company and the financial results of Mitigation Resources and Bellaire. Mitigation Resources generates and sells stream F-35 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) and wetland mitigation credits (known as mitigation banking) and provides services to those engaged in permittee-responsible stream and wetland mitigation. Bellaire manages the Company’s 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 for income taxes and net income) are presented and discussed within this Form 10-K on a consolidated basis. See Note 1 for additional discussion of the Company's reportable segments. All current operations reside in the U.S. The accounting policies of the reportable segments are described in Note 2 and Note 20. In 2021 and 2020, two customers individually accounted for more than 10% of consolidated revenue. The following represents the revenue attributable to each of these entities as a percentage of consolidated revenue for those years: Percentage of Consolidated Revenue Segment 2021 2020 Coal Mining customer 43 % 55 % NAMining customer 19 % 19 % In addition, for the year ended December 31, 2021, the Coal Mining segment derived approximately 68 % of the Earnings of Unconsolidated Operations from two customers, Basin Electric and GRE. F-36 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The following tables present revenue, operating profit, depreciation expense and capital expenditures for the years ended December 31: 2021 2020 Revenues Coal Mining $ 91,851 $ 72,088 NAMining 69,924 42,392 Minerals Management 31,003 14,721 Unallocated Items 4,695 2,133 Eliminations ( 5,627 ) ( 2,902 ) Total $ 191,846 $ 128,432 Operating profit (loss) Coal Mining $ 49,059 $ 25,436 NAMining 109 1,872 Minerals Management 26,080 3,493 Unallocated Items ( 19,553 ) ( 17,256 ) Eliminations ( 285 ) ( 97 ) Total $ 55,410 $ 13,448 Expenditures for property, plant and equipment and acquisition of mineral interests Coal Mining $ 16,830 $ 14,825 NAMining 21,100 13,862 Minerals Management 6,423 15,474 Unallocated Items 208 207 Total $ 44,561 $ 44,368 Depreciation, depletion and amortization Coal Mining $ 16,649 $ 14,213 NAMining 4,435 2,470 Minerals Management 1,858 1,308 Unallocated Items 143 123 Total $ 23,085 $ 18,114 Asset information by segment is not discretely maintained for internal reporting or used in evaluating performance. F-37 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) NOTE 16— Parent Company Condensed Balance Sheets The condensed balance sheets of NACCO, the parent company, at December 31 are as follows: 2021 2020 ASSETS Cash and cash equivalents $ 83,093 $ 85,365 Accounts receivable from affiliates — 495 Other current assets 17,578 20,648 Investment in subsidiaries 268,720 211,468 Property, plant and equipment, net 57 110 Other non-current assets 4,885 5,890 Total Assets $ 374,333 $ 323,976 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ 3,865 $ 3,242 Current intercompany accounts payable, net 637 2,337 Note payable to Bellaire 16,750 16,750 Other non-current liabilities 965 1,023 Stockholders’ equity 352,116 300,624 Total Liabilities and Stockholders’ Equity $ 374,333 $ 323,976 The credit agreement at NACoal allows for the transfer of assets to NACCO under certain circumstances. The amount of NACCO's investment that was restricted at December 31, 2021 totaled approximately $ 1.8 million. The amount of unrestricted cash available to NACCO included in “Investment in subsidiaries” was $ 1.2 million at December 31, 2021. Dividends and management fees from its subsidiaries are the primary sources of cash for NACCO. NOTE 17— Unconsolidated Subsidiaries Each of the Company's 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 NACCO and NACoal. Although NACoal owns 100% of the equity and manages the daily operations of the Unconsolidated Subsidiaries, the Company has determined that the equity capital provided by NACoal 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, the Company is not the primary beneficiary and therefore does 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 $ 19.1 million and $ 29.0 million at December 31, 2021 and 2020, respectively. The Company's risk of loss relating to these entities is limited to its invested capital, which was $ 7.6 million and $ 6.5 million at December 31, 2021 and 2020, respectively. NACoal 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”), NACoal 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 on or after January 1, 2024 by Coyote Creek’s customers, NACoal 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 NACoal since the inception of these guarantees. The Company believes that the likelihood NACoal would be required to perform under the guarantees is remote, and no amounts related to these guarantees have been recorded. F-38 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) Summarized financial information for the unconsolidated subsidiaries is as follows: 2021 2020 Statement of Operations Revenue $ 764,759 $ 768,660 Gross profit $ 68,076 $ 69,021 Income before income taxes $ 60,865 $ 60,398 Net income $ 53,248 $ 50,933 Balance Sheet Current assets $ 168,669 $ 186,934 Non-current assets $ 900,924 $ 959,032 Current liabilities $ 98,887 $ 143,843 Non-current liabilities $ 963,128 $ 995,658 Revenue includes all mine operating costs that are reimbursed by the customers of the Unconsolidated Subsidiaries as well as the compensation per ton of coal, heating unit (MMBtu) or ton of limestone delivered. Reimbursed costs have offsetting expenses and have no impact on income before income taxes. Income before income taxes represents the Earnings of the unconsolidated operations and the Income from other unconsolidated affiliates. NACoal received dividends of $ 51.7 million and $ 49.7 million from the Unconsolidated Subsidiaries in 2021 and 2020, respectively. NOTE 18— Related Party Transactions One of the Company's directors is a retired Jones Day partner. Legal services rendered by Jones Day approximated $ 1.2 million and $ 1.0 million for the years ended December 31, 2021 and 2020. Alfred M. Rankin, Jr. continues to serve as the Chairman of the Board of Directors of NACCO and Mr. Rankin supports the President and Chief Executive Officer of NACCO upon request under the terms of a consulting agreement. Fees for consulting services rendered by Mr. Rankin approximated $ 0.5 million for both of the years ended December 31, 2021 and 2020. Hyster-Yale Materials Handling, Inc. ("Hyster-Yale") is a former subsidiary of the Company that was spun-off to stockholders in 2012. Mr. Rankin is Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling and Chairman, Hyster-Yale Group. In the ordinary course of business, NACoal leases or buys Hyster-Yale lift trucks. The terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties. NOTE 19— Other Events and Transactions Voluntary Separation Program: During the fourth quarter of 2020, the Company adopted a voluntary separation program ("2020 VSP") for eligible employees who met certain age and service requirements in an effort to reduce overall headcount at the Company’s headquarters. The irrevocable acceptance period for associates electing to participate in the 2020 VSP ended during December 2020. In the fourth quarter of 2020, the Company recorded pre-tax charges for the 2020 VSP of $ 1.8 million included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. NOTE 20— Supplemental Oil and Gas Disclosures (Unaudited) The Minerals Management segment derives income primarily by leasing its 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. As an owner of royalty and mineral interests, the Company’s access to information concerning activity and operations of its royalty and mineral interests is limited. The Company does 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. See Note 1, Note 2 and Note 15 for additional discussion of the Minerals Management segment. F-39 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) During 2021 and 2020, the Minerals Management segment acquired additional mineral interests, primarily in the Eagle Ford and Permian Basins in Texas. Total consideration for the 2021 and 2020 acquisitions of mineral and royalty interests was $ 5.3 million and $ 14.2 million, respectively. The 2021 acquisitions include 20.6 thousand gross acres and 1.8 thousand net royalty acres. The 2020 acquisitions include 65.5 thousand gross acres and 1.2 thousand net royalty acres. Total oil and gas mineral and royalty interests include approximately 127.8 thousand gross acres and 59.9 thousand net royalty acres at December 31, 2021. Aggregate capitalized costs related to oil and gas royalty and mineral interests with applicable accumulated depreciation, depletion and amortization at December 31 are as follows: 2021 Proved developed $ 3,266 Proved undeveloped 16,246 Less: accumulated depreciation, depletion and amortization 868 Net royalty interests in oil and natural gas properties $ 18,644 Total net proved reserves are defined as those natural gas and hydrocarbon liquid reserves to Company interests after deducting all royalties, overriding royalties, and reversionary interests owned by outside parties that become effective upon payout of specified monetary balances. Decline curve analysis was used to estimate the remaining reserves of pressure depletion reservoirs with enough historical production data to establish decline trends. Reservoirs under non-pressure depletion drive mechanisms and non-producing reserves were estimated by volumetric analysis, research of analogous reservoirs, or a combination of both. Reserves have been estimated using deterministic and probabilistic methods. All reserves estimates have been prepared using standard engineering practices generally accepted by the petroleum industry and conform to guidelines developed and adopted by the SEC. The following table presents the Company's estimated net proved oil and natural gas reserves as of December 31, 2021 based on the reserve report prepared by Haas Engineering, the Company’s independent petroleum engineering firm. All of the Company’s reserves are located in the United States. Net reserves as of December 31, 2021 Oil (bbl) (1) NGL (bbl) (1) Residue gas (Mcf) (2) Proved developed 167,430 282,230 16,617,360 Proved undeveloped 220 90 1,210 Total 167,650 282,320 16,618,570 (1) Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume. (2) Mcf. One thousand cubic feet of natural gas at the contractual pressure and temperature bases. Standardized Measure of Discounted Future Net Cash Flows Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the 12-month unweighted average of first-day-of-the-month commodity prices for the periods presented. Future cash inflows are computed by applying applicable prices relating to proved reserves to the year-end quantities of those reserves. Future production and costs are derived based on current costs assuming continuation of existing economic conditions. Federal income tax expenses are deducted from future production revenues in the calculation of the standardized measure using the statutory tax rate. The Company is subject to certain state based taxes; however, these amounts are not material. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. F-40 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Amounts in Thousands, Except Per Share and Percentage Data) The following table provides the future net cash flows relating to proved oil and gas reserves based on the standardized measure of discounted cash flows as of December 31, 2021 : Gross Amounts Statutory tax rate Net Amounts Future cash inflows $ 71,400 Future production costs 14,664 Future net cash flows before income tax expense 56,736 21 % 44,821 10% discount to reflect timing of cash flows ( 19,897 ) 21 % ( 15,719 ) Standardized measure of discounted cash flows $ 36,839 21 % $ 29,102 F-41 Table of Contents Table of Contents SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE PARENT NACCO INDUSTRIES, INC. AND SUBSIDIARIES PARENT COMPANY CONDENSED BALANCE SHEETS December 31 2021 2020 (In thousands) ASSETS Cash and cash equivalents $ 83,093 $ 85,365 Accounts receivable from affiliates — 495 Other current assets 17,578 20,648 Investment in subsidiaries 268,720 211,468 Property, plant and equipment, net 57 110 Other non-current assets 4,885 5,890 Total Assets $ 374,333 $ 323,976 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities $ 3,865 $ 3,242 Current intercompany accounts payable, net 637 2,337 Note payable to Bellaire 16,750 16,750 Other non-current liabilities 965 1,023 Stockholders’ equity 352,116 300,624 Total Liabilities and Stockholders’ Equity $ 374,333 $ 323,976 See Notes to Parent Company Condensed Financial Statements. F-42 Table of Contents SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE PARENT NACCO INDUSTRIES, INC. AND SUBSIDIARIES PARENT COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31 2021 2020 (In thousands) Expense (income): Intercompany interest expense $ 1,172 $ 1,178 Other, net ( 336 ) ( 1,003 ) 836 175 Administrative and general expenses 4,300 5,658 Loss before income taxes ( 5,136 ) ( 5,833 ) Income tax (benefit) provision ( 463 ) 2,419 Net loss before equity in earnings of subsidiaries ( 4,673 ) ( 8,252 ) Equity in earnings of subsidiaries 52,798 23,045 Net income 48,125 14,793 Current period pension and postretirement plan adjustment, net of $ 864 tax expense and $ 213 tax benefit in 2021 and 2020, respectively 2,851 ( 697 ) Reclassification of pension and postretirement adjustments into earnings, net of $ 170 and $ 129 tax benefit in 2021 and 2020, respectively 572 435 Total other comprehensive income 3,423 ( 262 ) Comprehensive Income $ 51,548 $ 14,531 See Notes to Parent Company Condensed Financial Statements. F-43 Table of Contents SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE PARENT NACCO INDUSTRIES, INC. AND SUBSIDIARIES PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31 2021 2020 (In thousands) Operating Activities Net income $ 48,125 $ 14,793 Equity in earnings of subsidiaries 52,798 23,045 Parent company only net loss ( 4,673 ) ( 8,252 ) Net changes related to operating activities 8,018 ( 22,822 ) Net cash provided by (used for) operating activities 3,345 ( 31,074 ) Investing Activities Net cash used for investing activities — — Financing Activities Dividends received from subsidiaries — 3,000 Notes payable to Bellaire — ( 200 ) Purchase of treasury shares — ( 1,002 ) Cash dividends paid ( 5,617 ) ( 5,375 ) Net cash used for financing activities ( 5,617 ) ( 3,577 ) Cash and cash equivalents Decrease for the period ( 2,272 ) ( 34,651 ) Balance at the beginning of the period 85,365 120,016 Balance at the end of the period $ 83,093 $ 85,365 See Notes to Parent Company Condensed Financial Statements. F-44 Table of Contents SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE PARENT NACCO INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO PARENT COMPANY CONDENSED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 AND 2020 The notes to Consolidated Financial Statements, incorporated in Item 15 of this Form 10-K, are hereby incorporated by reference into these Notes to Parent Company Condensed Financial Statements. NOTE A — ACCOUNTING POLICIES In the Parent Company Condensed Financial Statements, NACCO's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. NACCO's share of net income of unconsolidated subsidiaries is included in net income using the equity method. Parent Company financial statements should be read in conjunction with the Company's consolidated financial statements. NOTE B — LONG-TERM OBLIGATIONS AND GUARANTEES It is NACCO's policy not to guarantee the debt of NACoal. NOTE C — UNRESTRICTED CASH The amount of unrestricted cash available to NACCO, included in Investment in subsidiaries, was $ 1.2 million at December 31, 2021 and was in addition to the $ 83.1 million of cash included in the Parent Company Condensed Balance Sheet at December 31, 2021. F-45 Table of Contents SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES YEAR ENDED DECEMBER 31, 2021 AND 2020 Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts — Describe Deductions — Describe Balance at End of Period (A) (In thousands) 2021 Reserves deducted from asset accounts: Deferred tax valuation allowances $ 11,549 $ 146 $ — $ — $ 11,695 2020 Reserves deducted from asset accounts: Deferred tax valuation allowances $ 12,296 $ ( 747 ) $ — $ — $ 11,549 (A) Balances which are not required to be presented and those which are immaterial have been omitted. F-46