SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9172 NACCO Industries, Inc. (Exact name of registrant as specified in its charter) DELAWARE 34-1505819 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5875 LANDERBROOK DRIVE, MAYFIELD HEIGHTS, OHIO 44124 (Address of principal executive offices) Zip code Registrant's telephone number, including area code (216) 449-9600 Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the last 90 days. YES X NO Number of shares of Class A Common Stock outstanding at October 31, 1994: 7,225,756 Number of shares of Class B Common Stock outstanding at October 31, 1994: 1,724,240 NACCO INDUSTRIES, INC. TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheets - September 30, 1994 and December 31, 1993 Unaudited Consolidated Statements of Income -for the Three and Nine Months Ended September 30, 1994 and 1993 Unaudited Consolidated Statements of Cash Flows -for the Nine Months Ended September 30, 1994 and 1993 Notes to Unaudited Consolidated Financial Statements Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition Part II. OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K Exhibit Index PART I Item 1 - Financial Statements CONSOLIDATED BALANCE SHEETS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Unaudited) (Audited) SEPTEMBER 30 DECEMBER 31 1994 1993 (In thousands) ASSETS Current Assets Cash and cash equivalents $ 33,520 $ 29,149 Accounts receivable, net 223,180 200,112 Inventories 324,779 238,168 Prepaid expenses and other 33,825 37,373 615,304 504,802 Other Assets 42,878 45,438 Property, Plant and Equipment, Net 485,558 496,213 Deferred Charges Goodwill, net 475,359 487,963 Deferred costs and other 66,342 64,663 Deferred income taxes 36,022 43,414 577,723 596,040 Total Assets $1,721,463 $1,642,493 See notes to unaudited consolidated financial statements. CONSOLIDATED BALANCE SHEETS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Unaudited) (Audited) SEPTEMBER 30 DECEMBER 31 1994 1993 (In thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 187,519 $ 148,397 Revolving credit agreements 95,089 35,178 Current maturities of long-term obligations 94,318 55,016 Income taxes 16,093 27,198 Other current liabilities 127,191 131,666 520,210 397,455 Notes Payable - not guaranteed by the parent company 296,359 357,788 Obligations of Project Mining Subsidiaries - not guaranteed by the parent company or its North American Coal subsidiary 330,340 338,504 Obligation to United Mine Workers of America Combined Benefit Fund 155,188 159,276 Self-insurance Reserves and Other 121,078 112,589 Minority Interests 39,314 41,255 Stockholders' Equity Common stock: Class A, par value $1 per share, 7,205,689 shares outstanding (1993--7,177,075 shares outstanding) 7,206 7,177 Class B, par value $1 per share, convertible into Class A on a one-for-one basis, 1,745,307 shares outstanding (1993--1,763,503 shares outstanding) 1,745 1,764 Capital in excess of par value 2,735 2,548 Retained income 241,450 226,212 Foreign currency translation adjustment and other 5,838 (2,075) 258,974 235,626 Total Liabilities and Stockholders' Equity $1,721,463 $1,642,493 See notes to unaudited consolidated financial statements. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NACCO INDUSTRIES, INC. AND SUBSIDIARIES THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 1994 1993 1994 1993 (In thousands, except per share data) Net sales $477,101 $399,180 $1,291,642 $1,095,940 Other operating revenues 3,202 2,555 8,816 8,351 Total Revenues 480,303 401,735 1,300,458 1,104,291 Cost of sales 383,075 325,034 1,034,630 890,562 Gross Profit 97,228 76,701 265,828 213,729 Selling, administrative and general expenses 58,455 48,461 167,067 148,957 Amortization of goodwill 3,427 3,446 10,300 10,343 Operating Profit 35,346 24,794 88,461 54,429 Other income (expense) Interest income 453 399 1,215 1,319 Interest expense (15,053) (17,672) (45,701) (49,884) Other - net 1,026 (3,478) (364) (3,932) (13,574) (20,751) (44,850) (52,497) Income Before Income Taxes, Minority Interest and Extraordinary Charge 21,772 4,043 43,611 1,932 Income tax provision 9,852 1,952 19,699 1,020 Net Income Before Minority Interest and Extraordinary Charge 11,920 2,091 23,912 912 Minority interest (906) (42) (937) 930 Income Before Extraordinary Charge 11,014 2,049 22,975 1,842 Extraordinary charge, net-of-tax (3,218) (3,292) Net Income (Loss) $ 11,014 $ 2,049 $ 19,757 $ (1,450) Per Share: Income Before Extraordinary Charge $ 1.23 $ .23 $ 2.57 $ .21 Extraordinary charge, net-of-tax (.36) (.37) Net Income (Loss) $ 1.23 $ .23 $ 2.21 $ (.16) Dividends per share $ .170 $ .165 $ .505 $ .490 See notes to unaudited consolidated financial statements. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS NACCO INDUSTRIES, INC. AND SUBSIDIARIES NINE MONTHS ENDED SEPTEMBER 30 1994 1993 (In thousands) Operating Activities Net income (loss) $ 19,757 $(1,450) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary charge, net-of-tax 1,790 2,269 Depreciation, depletion and amortization 60,273 58,381 Deferred income taxes 2,070 232 Other non-cash items (5,344) (3,159) Working Capital Changes Accounts receivable (14,136) (40,098) Inventories (80,810) (11,770) Other current assets 2,649 1,350 Accounts payable 31,589 26,203 Accrued income taxes (5,806) (6,892) Other liabilities (3,114) (9,812) Net cash provided by operating activities 8,918 15,254 Investing Activities Expenditures for property, plant and equipment (34,573) (42,221) Proceeds from the sale of assets 2,924 21,400 Net cash used by investing activities (31,649) (20,821) Financing Activities Additions to long-term obligations and revolving credit 143,477 32,504 Reductions of long-term obligations and revolving credit (109,015) (24,822) Additions to obligations of Project Mining Subsidiaries 41,842 37,100 Reductions of obligations of Project Mining Subsidiaries (53,310) (49,605) Cash dividends paid (4,518) (4,379) Other - net 4,297 8,584 Net cash provided (used) by financing activities 22,773 (618) Effect of exchange rate changes on cash 4,329 (1,175) Cash and Cash Equivalents Increase (decrease) for the period 4,371 (7,360) Balance at the beginning of the period 29,149 33,847 Balance at the end of the period $ 33,520 $ 26,487 See notes to unaudited consolidated financial statements. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NACCO INDUSTRIES, INC. AND SUBSIDIARIES (Tabular Dollars in Millions, Except Per Share Data) Note A - Basis of Presentation NACCO Industries, Inc. ("NACCO") is a holding company with four operating subsidiaries: The North American Coal Corporation ("North American Coal"), NACCO Materials Handling Group, Inc. ("NMHG"), Hamilton Beach/Proctor- Silex, Inc. ("Hamilton Beach/Proctor-Silex"), and The Kitchen Collection, Inc. ("Kitchen Collection"). The accompanying unaudited consolidated financial statements include the accounts of NACCO and its majority owned subsidiaries (NACCO Industries, Inc. and Subsidiaries - the "Company"). Intercompany accounts have been eliminated. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company as of September 30, 1994, and the results of its operations for the three and nine month periods and cash flows for the nine month periods ended September 30, 1994 and 1993 have been included. Operating results for the three and nine month periods ended September 30, 1994 are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1993. Certain amounts in the prior periods' unaudited consolidated financial statements have been reclassified to conform to the current period's presentation. Note B - Inventories Inventories are summarized as follows: September 30 December 31 1994 1993 Manufacturing inventories: Finished goods and service parts $148.2 $117.6 Raw materials and work in process 147.7 95.6 LIFO reserve (11.3) (10.2) Total manufacturing inventories 284.6 203.0 Coal and mining supplies 26.6 23.8 Retail inventories 13.6 11.4 $324.8 $238.2 The cost of manufacturing inventories has been determined by the last-in, first-out (LIFO) method for 70% and 69% of such inventories as of September 30, 1994 and December 31, 1993, respectively. Note C - Extraordinary Charge The 1994 extraordinary charge, recognized in the second quarter, of $3.2 million, net of $2.0 million in tax benefits, reflects the write-off of premiums and unamortized debt issuance costs associated with the retirement of approximately $70.0 million of Hyster-Yale Materials Handling 12 3/8% subordinated debentures ("debentures"). Approximately $48.0 million face value of the debentures were retired in the third quarter of 1994 at the call price of 105. This retirement took place in August using internally generated funds of NMHG and an equity contribution of approximately $25.0 million by existing stockholders. In addition, NMHG amended its existing senior bank credit agreement during the second quarter to permit the accelerated use of $25.0 million to retire additional debentures. On November 9, 1994 NMHG gave notice to its trustee to call approximately $24 million face value of additional debentures. The existing senior bank credit agreement also permits the retirement of a further $25.0 million of debentures when NMHG achieves a 43% debt to total capitalization ratio as defined in the agreement. At September 30, 1994, this ratio was 47%. The 1993 extraordinary charge, recognized in the second quarter of 1993, relates to the retirement of approximately $50.0 million face value of debentures during 1993. Note D - Revolving Credit Agreements and Notes Payable In May, 1994 Hamilton Beach/Proctor-Silex modified its credit agreement to provide for a $135.0 million revolving credit facility. The expiration date of this facility (which currently is May 1997) can be extended one additional year, on an annual basis, upon the mutual consent of Hamilton Beach/Proctor-Silex and the bank group, beginning in 1995. In conjunction with this modification, Hamilton Beach/Proctor-Silex repaid the outstanding balance of its term note of $28.1 million in May 1994. This agreement, secured by all assets of Hamilton Beach/Proctor-Silex, allows borrowings to be made at either LIBOR, or lender's prime rate, plus a margin. The borrowing rates are subject to reductions based upon achievement of predetermined interest coverage ratios. At the end of the first quarter the stated interest rate was LIBOR plus 1.75%. As of May 10, 1994 the stated interest rate became LIBOR plus 1.00%. In addition, the modified agreement allows Hamilton Beach/Proctor-Silex to pay dividends, under certain conditions, to its stockholders. On July 15, 1994 Hamilton Beach/Proctor-Silex paid a $15.0 million dividend to its stockholders. On May 10, 1994 Kitchen Collection modified its credit arrangement to allow for an increase in the outstanding balance on its term loan to $5.0 million. In addition, the scheduled repayments, which previously were in annual installments through 1997, are now payable in two equal installments due January 1, 1999 and January 1, 2000. This modification also reduced Kitchen Collection's stated interest rate to LIBOR plus 0.75% from LIBOR plus 1.50% and allows for increased levels of dividends to its stockholder. On May 27, 1994 Kitchen Collection paid a dividend of $2.6 million to NACCO. Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Tabular Dollars in Millions, Except Per Share Data) FINANCIAL SUMMARY NACCO's four operating subsidiaries function in distinct business environments, and the results of operations and financial condition are best discussed at the subsidiary level as presented below. The results for "North American Coal" have been adjusted to exclude the previously combined results of Bellaire Corporation, a non-operating subsidiary of NACCO. THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 1994 1993 1994 1993 (In thousands, except per share data) REVENUES NMHG $289.7 $217.5 $ 825.4 $ 660.9 Hamilton Beach/Proctor-Silex 106.9 107.7 251.7 239.4 North American Coal 68.1 63.1 185.3 170.8 Kitchen Collection 17.2 14.2 40.4 33.4 Bellaire .4 1.1 1.6 3.4 Eliminations (2.0) (1.9) (3.9) (3.6) $480.3 $401.7 $1,300.5 $1,104.3 AMORTIZATION OF GOODWILL NMHG $ (2.7) $ (2.7) $ (8.1) $ (8.1) Hamilton Beach/Proctor-Silex (.7) (.7) (2.1) (2.1) Kitchen Collection (.1) (.1) $ (3.4) $ (3.4) $ (10.3) $ (10.3) OPERATING PROFIT (LOSS) NMHG $ 14.5 $ 6.0 $ 45.4 $ 23.5 Hamilton Beach/Proctor-Silex 9.6 7.3 12.7 2.8 North American Coal 11.9 11.8 34.6 32.4 Kitchen Collection 1.6 1.4 1.7 1.5 Bellaire .1 .3 .9 .4 NACCO (2.4) (2.0) (6.8) (6.2) $ 35.3 $ 24.8 $ 88.5 $ 54.4 OPERATING PROFIT (LOSS) EXCLUDING GOODWILL AMORTIZATION NMHG $ 17.2 $ 8.7 $ 53.5 $ 31.6 Hamilton Beach/Proctor-Silex 10.3 8.0 14.8 4.9 North American Coal 11.9 11.8 34.6 32.4 Kitchen Collection 1.6 1.4 1.8 1.6 Bellaire .1 .3 .9 .4 NACCO (2.4) (2.2) (6.8) (6.2) $ 38.7 $ 28.2 $ 98.8 $ 64.7 FINANCIAL SUMMARY (Continued) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 1994 1993 1994 1993 (In thousands, except per share data) INTEREST INCOME NMHG $ .3 $ .2 $ .6 $ .5 North American Coal .8 .5 2.1 1.4 Bellaire .3 .2 .9 .8 NACCO .4 .2 .9 1.7 Eliminations (1.3) (.7) (3.3) (3.1) $ .5 $ .4 $ 1.2 $ 1.3 INTEREST EXPENSE NMHG $ (8.2) $(10.0) $(26.2) $(31.2) Hamilton Beach/Proctor-Silex (2.2) (2.2) (5.2) (5.8) North American Coal (.5) (.5) (1.5) (.8) Kitchen Collection (.1) (.2) (.1) NACCO (.9) (1.0) (2.4) (1.6) Eliminations 1.3 .7 3.3 3.1 (10.6) (13.0) (32.2) (36.4) Project mining subsidiaries (4.5) (4.7) (13.5) (13.5) $(15.1) $(17.7) $(45.7) $(49.9) OTHER-NET, INCOME (EXPENSE) NMHG $ .8 $ (1.3) $ .3 $ (1.3) Hamilton Beach/Proctor-Silex (2.0) (.4) (2.3) North American Coal (.6) (.4) (1.5) (.8) Bellaire .7 .9 NACCO .1 .2 .3 .5 $ 1.0 $ (3.5) $ (.4) $ (3.9) NET INCOME (LOSS) Before extraordinary charge: NMHG $ 3.5 $ (7.3) $ 9.7 $ (8.3) Hamilton Beach/Proctor-Silex 4.0 1.3 3.7 (3.0) North American Coal 4.6 2.9 13.5 11.2 Kitchen Collection .9 .8 .9 .9 Bellaire .8 2.6 1.7 3.2 NACCO and consolidating eliminations (1.9) 1.7 (5.6) (3.1) Minority interest (.9) (.9) .9 11.0 2.0 23.0 1.8 Extraordinary charge, net-of-tax (3.2) (3.3) $11.0 $ 2.0 $ 19.8 $ (1.5) FINANCIAL SUMMARY (Continued) NINE MONTHS ENDED SEPTEMBER 30 1994 1993 DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE NMHG $24.6 $23.9 Hamilton Beach/Proctor-Silex 11.5 11.6 North American Coal 1.2 1.1 Kitchen Collection .7 .6 NACCO .2 .4 38.2 37.6 Project mining subsidiaries 22.1 20.8 $60.3 $58.4 CAPITAL EXPENDITURES NMHG $18.7 $14.8 Hamilton Beach/Proctor-Silex 8.4 10.7 North American Coal .3 .6 Kitchen Collection .8 .8 NACCO .1 28.2 27.0 Project mining subsidiaries 6.4 15.2 $34.6 $42.2 SEPTEMBER 30 DECEMBER 31 1994 1993 TOTAL ASSETS NMHG $ 893.3 $ 833.0 Hamilton Beach/Proctor-Silex 328.0 300.3 North American Coal 75.2 63.7 Kitchen Collection 23.5 23.3 Bellaire 92.7 97.0 NACCO 22.5 22.8 1,435.2 1,340.1 Project mining subsidiaries 412.8 416.7 1,848.0 1,756.8 Consolidating eliminations (126.5) (114.3) $1,721.5 $1,642.5 NORTH AMERICAN COAL North American Coal mines and markets lignite for use primarily as fuel for power generation by electric utilities and general industry. The lignite is surface mined in North Dakota, Texas and Louisiana. Total coal reserves approximate 2.2 billion tons with 1.4 billion tons committed to electric utility customers pursuant to long-term contracts. FINANCIAL REVIEW Tons sold by North American Coal's four operating mines were as follows for the three and nine months ended September 30: Three Months Nine Months 1994 1993 1994 1993 (thousands of tons) Coteau Properties 3,880 3,633 11,540 10,933 Falkirk Mining 1,843 2,029 5,292 5,611 Sabine Mining 879 952 2,441 2,567 Red River Mining 192 127 600 319 6,794 6,741 19,873 19,430 Revenues, income before taxes, provision for taxes and net income were as follows for the three and nine months ended September 30: Three Months Nine Months 1994 1993 1994 1993 Revenues Coteau $31.1 $29.5 $ 84.5 $ 79.6 Falkirk 15.4 16.1 44.0 43.0 Sabine 15.6 13.2 39.8 36.5 Red River 3.4 2.8 10.8 7.3 65.5 61.6 179.1 166.4 Royalties and other 2.6 1.5 6.2 4.4 $68.1 $63.1 $185.3 $170.8 Income before taxes Coteau 2.6 2.7 7.7 8.2 Falkirk 2.4 2.6 6.8 6.9 Sabine .8 .9 2.3 2.3 Red River .5 .5 1.8 .9 Total from operating mines 6.3 6.7 18.6 18.3 Royalty and other income, net 2.5 1.2 5.8 4.0 Headquarters expense (1.7) (1.3) (4.1) (3.6) 7.1 6.6 20.3 18.7 Provision for taxes 2.5 3.7 6.8 7.5 Net income $ 4.6 $ 2.9 $ 13.5 $ 11.2 North American Coal's three project mining subsidiaries (Coteau, Falkirk and Sabine) ship lignite to utility customers pursuant to long-term contracts at a price based on actual cost plus an agreed pretax profit per ton. Due to the cost-plus nature of these contracts, revenues and operating profits are impacted by increases and decreases in operating costs as well as sales tons. These operating costs include costs of operations, interest expense and certain other income and expense items. Because of the nature of the contracts at these mines, their results are best analyzed in terms of income before taxes and net income. Third Quarter of 1994 Compared with Third Quarter of 1993 The following schedule details the components of the changes in revenues, income before taxes and net income for the three months ended September 30: Income Net Revenues Before Taxes Income 1993 $63.1 $ 6.6 $2.9 Coteau Tonnage volume 1.8 .2 .1 Mix of tons sold (.1) (.1) Agreed profit per ton (.3) (.3) (.2) Pass-through costs .2 Falkirk Tonnage volume (1.4) (.2) (.1) Pass-through costs .7 Sabine Tonnage volume (.9) (.1) Pass-through costs 3.3 Red River Tonnage volume 1.4 .5 .3 Mix of tons sold (.5) (.5) (.3) Average selling price (.4) (.4) (.3) Operating costs .6 .4 Other income (expense) (.1) (.1) Variances from operating mines 3.8 (.4) (.2) Royalties and other income, net 1.2 1.4 .9 Headquarters expense (.5) (.4) Differences between effective and statutory tax rates 1.4 1994 $68.1 $7.1 $4.6 Higher fuel requirements resulted in increased customer demand and caused the favorable tonnage volume impacts in 1994 at Coteau and Red River. At Falkirk tonnage volume was unfavorable due to equipment availability and maintenance at the customers' generating station in 1994 which did not occur in 1993. At Red River tons sold in excess of amounts specified in the contract yield a lower price which resulted in an unfavorable sales mix in 1994. Volume efficiencies at Red River due to the increased tonnage have caused the favorable impact on operating costs. Royalties and other income favorably affected operating results because of the receipt of royalties in 1994 relating to former coal properties which were not received in 1993. First Nine Months of 1994 Compared with First Nine Months of 1993 The following schedule details the components of the changes in revenues, income before taxes and net income for the nine months ended September 30: Income Net Revenues Before Taxes Income 1993 $170.8 $18.7 $11.2 Coteau Tonnage volume 4.0 .4 .3 Mix of tons sold (.3) (.3) (.2) Agreed profit per ton (.8) (.8) (.5) Pass-through costs 2.1 Falkirk Tonnage volume (2.4) (.4) (.3) Agreed profit per ton .3 .3 .2 Pass-through costs 3.0 Sabine Tonnage volume (1.6) (.1) (.1) Agreed profit per ton .1 .1 Pass-through costs 4.8 Red River Tonnage volume 6.5 1.6 1.1 Mix of tons sold (2.2) (2.2) (1.4) Average selling price (.8) (.8) (.6) Operating costs 3.2 2.1 Other income (expense) (.9) (.6) Variances from operating mines 12.7 .1 Royalties and other income, net 1.8 2.0 1.3 Headquarters expense (.5) (.2) Differences between effective and statutory tax rates 1.2 1994 $185.3 $20.3 $13.5 For explanation of the factors behind the changes in revenues, income before tax and net income for the nine month period see the preceding discussion about the third quarter. Other Income and Expense Items of other income (expense) for North American Coal were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Interest income Project mining subsidiaries $ .2 $ .2 $ .5 $ .4 Other mining operations .6 .3 1.6 1.0 $ .8 $ .5 $ 2.1 $ 1.4 Interest expense Project mining subsidiaries $(4.5) $(4.7) $(13.5) $(13.5) Other mining operations (.5) (.5) (1.5) (.8) $(5.0) $(5.2) $(15.0) $(14.3) Other-net Project mining subsidiaries $ $ $ .5 $ .1 Other mining operations (.6) (.4) (2.0) (.9) $ (.6) $ (.4) $ (1.5) $ (.8) Provision for Income Taxes North American Coal's effective tax rate for the three months ended September 30, 1994 and 1993 was 35.0% and 56.6%, respectively. For the nine months ended September 30, 1994 the effective tax rate was 33.7% compared with 40.1% in 1993. In the third quarter of 1993, North American Coal recognized additional tax expense to reflect the effect on their deferred taxes of the one percent increase in the statutory tax rate. LIQUIDITY AND CAPITAL RESOURCES North American Coal has in place a $50.0 million revolving credit facility. The expiration date of this facility (which currently is September 1997) can be extended one additional year, on an annual basis, upon the mutual consent of North American Coal and the bank group, beginning in 1994. North American Coal had $27.0 million of its revolving credit facility available at September 30, 1994. The financing of the project mining subsidiaries, which is guaranteed by North American Coal's utility customers, consists of long-term equipment leases, notes payable and non-interest-bearing advances from customers. The obligations of the project mining subsidiaries do not impact the short- or long-term liquidity of the Company and are without recourse to NACCO or North American Coal. These financing arrangements do not prevent the project mining subsidiaries from paying dividends in amounts up to their retained earnings. Supplemental financial data for North American Coal, excluding the project mining subsidiaries, is presented below: SEPTEMBER 30 DECEMBER 31 1994 1993 Total assets net of current liabilities (excluding debt) $70.4 $59.0 Debt $24.4 $17.0 Stockholder's equity including project mining subsidiaries equity $35.2 $33.7 Debt to total capitalization 41% 33% NACCO MATERIALS HANDLING GROUP NMHG, 97% owned by NACCO, designs, manufactures and markets forklift trucks and related service parts under the Hyster and Yale brand names. FINANCIAL REVIEW The results of operations for NMHG were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Revenues Americas $204.8 $157.1 $582.0 $469.1 Europe, Africa and Middle East 65.3 50.7 194.7 160.7 Asia-Pacific 19.6 9.7 48.7 31.1 $289.7 $217.5 $825.4 $660.9 Operating profit Americas $11.5 $7.3 $35.7 $25.1 Europe, Africa and Middle East 1.0 (1.7) 5.0 (2.9) Asia-Pacific 2.0 .4 4.7 1.3 $14.5 $6.0 $45.4 $23.5 Operating profit excluding goodwill amortization Americas $13.4 $9.2 $41.6 $31.0 Europe, Africa and Middle East 1.7 (.9) 7.1 (.8) Asia-Pacific 2.1 .4 4.8 1.4 $17.2 $8.7 $53.5 $31.6 FINANCIAL REVIEW (Continued) Third Quarter of 1994 Compared With Third Quarter of 1993 The following schedule details the components of the changes in revenues, operating profit and net income (loss) for the third quarter of 1994 compared with 1993: Net Operating Income Revenues Profit (Loss) 1993 $217.5 $6.0 $(7.3) Increase (Decrease) in 1994 from: Unit volume 60.3 12.4 8.1 Sales mix (3.5) (2.1) (1.4) Average sales price 2.7 2.7 1.8 Service parts 7.8 3.5 2.3 Manufacturing cost (.9) (.6) Other operating expense (7.5) (4.9) Foreign currency 4.9 .4 .2 Other income and expense 2.7 Differences between effective and statutory tax rates 2.6 1994 $289.7 $14.5 $ 3.5 Unit shipments were up approximately 31% and 27% in the Americas and in Europe, respectively, in the third quarter of 1994 compared with 1993. In the Americas, volume increased as the result of an expanded market size in North America and improved share. In Europe, favorable unit volume was primarily the result of share increases. European and Japanese markets remained slow during the quarter, although signs of recovery began to appear. The unfavorable sales mix during the third quarter of 1994 compared with 1993 was due to higher sales in low margin European countries and higher sales of low margin products in North America. While discounting continued to be prevalent in the forklift industry, pricing improved slightly, primarily in North America. The worldwide service parts business is improving due to the strength of the economy in North America and new marketing programs and dealers in Europe. During the third quarter of 1994 a weaker U.S. Dollar caused translated net sales to be higher compared with 1993. The unfavorable manufacturing costs variance was due to shipment delays caused by vendor parts shortages and increased warranty costs somewhat offset by plant efficiencies caused by increased volumes. During the quarter other operating expense increased due primarily to higher marketing expenses associated with strategic programs and increased incentive based payroll costs. FINANCIAL REVIEW (Continued) First Nine Months of 1994 Compared With First Nine Months of 1993 The following schedule details the components of the changes in revenues, operating profit and net income (loss) for the first nine months of 1994 compared with 1993: Net Operating Income Revenues Profit (Loss) 1993 $660.9 $23.5 $(11.6) Increase (Decrease) in 1994 from: Unit volume 133.8 26.6 17.3 Sales mix 5.6 1.9 1.2 Average sales price 7.3 7.3 4.8 Service parts 16.6 6.9 4.5 Manufacturing cost (3.4) (2.2) Other operating expense (13.1) (8.5) Foreign currency 1.2 (4.3) (3.1) Other income and expense 4.7 Differences between effective and statutory tax rates (.6) 1994 $825.4 $45.4 $6.5 For the first nine months of 1994 compared with 1993, unit shipments in the Americas were approximately 22% above 1993 levels while in Europe shipments increased approximately 24%. The factors causing the higher shipments, improved selling prices and service parts business during the first nine months are the same as those previously discussed for the third quarter. The positive sales mix during the first nine months resulted from sales of higher value lift trucks in 1994 which were new product introductions in late 1993. During the first nine months the positive foreign currency effect on revenues was caused by translation of the stronger Pound Sterling and Australian Dollar to the U.S. Dollar while operating profit was adversely affected by the strong Japanese Yen, which increased the cost of products sourced from Japan. The factors causing the unfavorable manufacturing costs variance during the first nine months are the same as those previously discussed for the third quarter. Other operating expenses increased during the first nine months primarily due to higher marketing and engineering costs that support strategic programs and increased incentive based payroll costs. NMHG's backlog of orders at September 30, 1994 was approximately 23,800 units compared to the 12,000 units at December 31, 1993. Backlog has increased due to a significant increase in orders both in North America and Europe. The strong 1994 order rate has resulted in longer lead times for selected NMHG models. Management believes that the NMHG backlog level is consistent with overall increases in industry backlog levels. NMHG is continuing to pursue ways to reduce its delivery lead times. Other Income and Expense Items of other income (expense) for NMHG were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Interest income $ .3 $ .2 $ .6 $ .5 Interest expense $(8.2) $(10.0) $(26.2) $(31.2) Other-net $ .8 $ (1.3) $ .3 $ (1.3) The reduction in interest expense in 1994 is due to lower levels of debt in 1994 after retirements of debentures. Other-net is favorable in 1994 compared with the prior year periods due primarily to the improved results in 1994 of Sumitomo-Yale, a 50% owned joint-venture. During the first nine months of 1993 other-net included a $2.1 million gain from the sale of a former plant site. Provision for Income Taxes Income (loss) before income taxes, provision (benefit) for income taxes and the effective tax rate for NMHG were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Income (loss) before income taxes $7.4 $(5.2) $20.2 $(8.5) Provision (benefit) for income taxes $3.8 $ 2.1 $10.5 $ (.2) Effective tax rate 52.0% N.M. 52.0% N.M. The effective tax rates were not meaningful in 1993 due to the effect on pretax losses of items not deductible for tax purposes, primarily goodwill amortization. In 1994, these same non-deductible items caused the effective tax rate to exceed the statutory rate. Extraordinary Charge The 1994 extraordinary charge, recognized in the second quarter, of $3.2 million, net of $2.0 million in tax benefits, reflects the write-off of premiums and unamortized debt issuance costs associated with the anticipated retirement of approximately $70.0 million of Hyster-Yale Materials Handling 12 3/8% subordinated debentures ("debentures"). The 1993 extraordinary charge related to the retirement of approximately $50.0 million face value of debentures during 1993. LIQUIDITY AND CAPITAL RESOURCES Expenditures for property, plant and equipment were $18.7 million during the first nine months of 1994. The increased unit volume has required NMHG to invest in its productive capacity. NMHG is investing to break bottlenecks at all of its plants and has undertaken expansion of its Craigavon, Northern Ireland and Irvine, Scotland production facilities. It is estimated that NMHG's capital expenditures for the remainder of 1994 will be approximately $8.2 million. The principal sources of financing for these capital expenditures are internally generated funds, bank borrowings and government assistance grants. The increased demand and shipment delays due to vendor shortages have caused NMHG's inventory levels to increase from December 31, 1993 to September 30, 1994 approximately $52.9 million. Approximately $48.0 million face value of the debentures were retired in the third quarter of 1994 at the call price of 105. This retirement took place in August using internally generated funds of NMHG and an equity contribution of approximately $25.0 million by existing stockholders. In addition, NMHG amended its existing senior bank credit agreement during the second quarter to permit the accelerated use of $25.0 million to retire additional debentures. On November 9, 1994 NMHG gave notice to its trustee to call approximately $24 million face value of additional debentures. At September 30, 1994 NMHG met its two margin reduction ratios that will result in a 0.50% reduction in its interest rate during the fourth quarter of 1994. The existing senior bank credit agreement also permits the retirement of a further $25.0 million of debentures when NMHG achieves a 43% debt to total capitalization ratio as defined in the agreement. At September 30, 1994, this ratio was 47%. NMHG's management believes it can meet all of its current and long-term commitments and operating needs. This is a result of its cash flow from operations and additional funds available under revolving credit agreements. At October 31, 1994 NMHG had available $94.3 million of its $100.0 million revolving credit facility. Supplemental financial data for NMHG is presented below: SEPTEMBER 30 DECEMBER 31 1994 1993 Total assets net of current liabilities (excluding debt) $675.0 $644.0 Goodwill, net $375.8 $383.9 Debt $312.7 $326.6 Stockholders' equity $296.9 $257.1 Debt to total capitalization 51% 56% HAMILTON BEACH/PROCTOR-SILEX Hamilton Beach/Proctor-Silex, 80% owned by NACCO, is a leading manufacturer of small electric appliances. The housewares business is seasonal. A majority of revenues and operating profit occur in the second half of the year when sales of small electric appliances increase significantly for the fall holiday selling season. FINANCIAL REVIEW The results of operations for Hamilton Beach/Proctor-Silex were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Revenues $106.9 $107.7 $251.7 $239.4 Operating profit $ 9.6 $ 7.3 $ 12.7 $ 2.8 Operating profit excluding goodwill amortization $ 10.3 $ 8.1 $ 14.8 $ 5.3 Net income (loss) $ 4.0 $ 1.3 $ 3.7 $ (3.0) Third Quarter of 1994 Compared With Third Quarter of 1993 The following schedule details the components of the changes in revenues, operating profit and net income for the third quarter of 1994 compared with 1993: Operating Net Revenues Profit Income 1993 $107.7 $ 7.3 $1.3 Increase (Decrease) in 1994 from: Unit volume (2.2) (.5) (.3) Sales mix .5 .1 .1 Average sales price 1.4 1.4 .9 Foreign currency translation (.5) (.5) (.4) Manufacturing cost 1.8 1.2 Other income and expense 1.3 Differences between effective and statutory tax rates (.1) 1994 $106.9 $9.6 $4.0 During the third quarter of 1994 volume was unfavorable when compared with 1993 due primarily to decreased sales of steam grills and irons offset somewhat by increased sales of mixers and coffeemakers. The steam grill was a new product that was emphasized in the third quarter of 1993. Contributing to the positive sales mix were domestic sales of higher value toasters, coffeemakers and toaster ovens and across the board increases in sales of higher value Canadian products somewhat offset by sales of lower value blenders and food processors. The favorable impact from price is due mainly to domestic blenders, coffeemakers and toasters and Canadian sales. The improvement in manufacturing costs relates primarily to increased manufacturing efficiencies resulting from the successful completion of factory consolidation programs and reduced transportation costs. First Nine Months of 1994 Compared With First Nine Months of 1993 The following schedule details the components of the changes in revenues, operating profit and net income (loss) for the first nine months of 1994 compared with 1993: Net Operating Income Revenues Profit (Loss) 1993 $239.4 $ 2.8 $(3.0) Increase (Decrease) in 1994 from: Unit volume 8.9 2.1 1.4 Sales mix 2.1 .5 .3 Average sales price 2.9 2.9 1.9 Foreign currency translation (1.6) (1.6) (1.0) Manufacturing cost 6.3 4.1 Other operating expense (.3) (.2) Other income and expense 1.5 Differences between effective and statutory tax rates (1.3) 1994 $251.7 $12.7 $3.7 On a year-to-date basis, volume is favorable as a result of higher blender, food processor, mixer and domestic toaster sales partially offset by the reduced steam grill sales. The factors driving the other variances for the nine months are consistent with those previously described for the third quarter. Other Income and Expense Items of other income (expense) for Hamilton Beach/Proctor-Silex were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Interest expense $(2.2) $(2.2) $(5.2) $(5.8) Other-net $(2.0) $ (.4) $(2.3) Other-net in the third quarter of 1993 included a non-recurring charge for the settlement of certain litigation. The reduced interest expense in the first nine months of 1994 compared with 1993 is the result of lower average interest rates offset somewhat by higher average borrowings. Provision for Income Taxes Income (loss) before income taxes, provision (benefit) for income taxes and the effective tax rate for Hamilton Beach/Proctor-Silex were as follows for the three and nine months ended September 30: THREE MONTHS NINE MONTHS 1994 1993 1994 1993 Income (loss) before income taxes $7.4 $3.1 $7.0 $(5.3) Provision (benefit) for income taxes $3.4 $1.8 $3.3 $(2.3) Effective tax rate 45.9% 58.5% 46.0% 43.9% The higher pretax earnings in the third quarter of 1994 compared with 1993 caused items not deductible for tax purposes, primarily goodwill amortization, to have less of an effect on taxes resulting in a lower effective tax rate for the quarter. These same non-deductible items reduced the tax benefit recognized in the first nine months of 1993 and caused the effective tax rate for the first nine months of 1994 to exceed the statutory rate. LIQUIDITY AND CAPITAL RESOURCES Expenditures for property, plant and equipment were $8.4 million during the first nine months of 1994 and are estimated to be $4.9 million for the remainder of 1994. The primary purpose of these expenditures is to increase manufacturing efficiency and to acquire tooling for new and existing products. These expenditures are funded primarily from internally generated funds and short-term borrowings. Hamilton Beach/Proctor-Silex's inventories have increased approximately $28.8 million from December 31, 1993 to September 30, 1994. This increased level of inventory relates to the seasonal nature of Hamilton Beach/Proctor- Silex's business and also to level-loading of its factories in 1994. In May, 1994 Hamilton Beach/Proctor-Silex modified its credit agreement to provide for a $135.0 million revolving credit facility ("Facility"). As of September 30, 1994 Hamilton Beach/Proctor-Silex had available $7.0 million of this Facility and had $5.0 million available under a separate facility. The expiration date of this Facility (which currently is May 1997) can be extended one additional year, on an annual basis, upon the mutual consent of Hamilton Beach/Proctor-Silex and the bank group, beginning in 1995. In conjunction with this modification, Hamilton Beach/Proctor-Silex repaid the outstanding balance of its term note of $28.1 million in May 1994. This credit agreement, secured by all assets of Hamilton Beach/Proctor- Silex, allows borrowings to be made at either LIBOR, or lender's prime rate, plus a margin. The borrowing rates are subject to reductions based upon achievement of predetermined interest coverage ratios. At the end of the first quarter the stated interest rate was LIBOR plus 1.75%. As of May 10, 1994 the stated interest rate became LIBOR plus 1.00%. In addition, the modified agreement allows Hamilton Beach/Proctor-Silex to pay dividends, under certain conditions, to its stockholders. On July 15, 1994 Hamilton Beach/Proctor-Silex paid a $15.0 million dividend. Supplemental financial data for Hamilton Beach/Proctor-Silex is presented below: SEPTEMBER 30 DECEMBER 31 1994 1993 Total assets net of current liabilities (excluding debt) $264.7 $237.9 Goodwill, net $ 95.3 $100.1 Debt $128.0 $ 86.5 Stockholders' equity $124.5 $138.6 Debt to total capitalization 51% 39% KITCHEN COLLECTION Kitchen Collection is a national specialty retailer of kitchenware, tableware, small electric appliances and related accessories. The specialty retail business is seasonal with the majority of its revenues and operating profit being generated in the fourth quarter during the fall holiday selling season. FINANCIAL REVIEW Third Quarter of 1994 Compared With Third Quarter of 1993 The following schedule details the components of the changes in revenues, operating profit and net income for the third quarter of 1994 compared with 1993: Operating Net Revenues Profit Income 1993 $14.2 $1.4 $.8 Increase (decrease) in 1994 from: Stores opened in 1994 1.6 .1 .1 Stores opened in 1993 1.2 .1 .1 Comparable stores .2 Other (.1) 1994 $17.2 $1.6 $.9 First Nine Months of 1994 Compared With First Nine Months of 1993 The following schedule details the components of the changes in revenues, operating profit and net income for the first nine months of 1994 compared with 1993: Operating Net Revenues Profit Income 1993 $33.4 $1.5 $.9 Increase (decrease) in 1994 from: Stores opened in 1994 2.1 .2 .1 Stores opened in 1993 4.5 .3 .2 Comparable stores .4 Other (.3) (.3) 1994 $40.4 $1.7 $.9 Provision for Income Taxes Kitchen Collection's effective tax rate for the three months ended September 30, 1994 and 1993 was 40.7% and 40.1% respectively. During the first nine months of 1994 Kitchen Collection's effective tax rate was 40.8% compared with 40.1% in 1993. LIQUIDITY AND CAPITAL RESOURCES Expenditures for property, plant and equipment were $0.8 million during the first nine months of 1994. Estimated capital expenditures for the remainder of 1994 are $0.3 million. These expenditures are primarily for new store openings and improvements to existing facilities. The principal source of funds for these capital expenditures is internally generated funds. At September 30, 1994, Kitchen Collection had available all of its $2.5 million line of credit. This credit line is renewable annually in May and has currently been extended through May, 1995. On May 10, 1994 Kitchen Collection modified its credit arrangement to allow for an increase in the outstanding balance on its term loan to $5.0 million. At September 30, 1994 the outstanding balance was $5.0 million. In addition the scheduled repayments, which previously were in annual installments through 1997, are now payable in two equal installments due January 1, 1999 and January 1, 2000. This modification also reduced Kitchen Collection's stated interest rate to LIBOR plus 0.75% from LIBOR plus 1.50% and allows for increased levels of dividends to its stockholder. On May 27, 1994 Kitchen Collection paid a dividend of $2.6 million to NACCO. Supplemental financial data for Kitchen Collection is presented below: SEPTEMBER 30 DECEMBER 31 1994 1993 Total assets net of current liabilities (excluding debt) $16.1 $15.0 Goodwill, net $ 3.9 $ 4.0 Debt $ 5.0 $ 2.4 Stockholder's equity $11.0 $12.6 Debt to total capitalization 31% 16% NACCO AND OTHER FINANCIAL REVIEW Third Quarter of 1994 Compared with Third Quarter of 1993 The following schedule details the components of the changes in operating loss and net income (loss) for the third quarter of 1994 compared with 1993: Net Operating Income Loss (Loss) 1993 $(2.0) $ 1.7 Administrative and general expenses Payroll related (.5) (.4) Outside service .1 .1 Differences between effective and statutory tax rates (3.3) 1994 $(2.4) $(1.9) The increase in payroll related expenses in 1994 compared with 1993 is due to higher incentive based compensation, profit sharing and medical expenses. The differences between effective and statutory tax rates reflects a reduction in 1994 in the consolidating income tax adjustment recognized at the reporting entity level. First Nine Months of 1994 Compared With First Nine Months of 1993 The following schedule details the components of the changes in operating loss and net loss for the first nine months of 1994 compared with 1993: Operating Net Loss Loss 1993 $(6.2) $(3.1) Administrative and general expenses Payroll related (1.0) (.7) Outside service .3 .2 Other .1 .1 Interest income (.5) Interest expense (.5) Other-net (.1) Differences between effective and statutory tax rates (1.0) 1994 $(6.8) $(5.6) The reduction in interest income in the first nine months of 1994 compared with 1993 relates to the smaller amount of Hyster-Yale 12 3/8% subordinated debentures owned by NACCO. LIQUIDITY AND CAPITAL RESOURCES Although the subsidiaries have entered into substantial debt agreements, NACCO has not guaranteed the long-term debt or any borrowings of its subsidiaries. As previously noted in this Management's Discussion and Analysis, the debt arrangements at Hamilton Beach/Proctor-Silex and Kitchen Collection were modified in May 1994. These modifications permit the payment of dividends by Hamilton Beach/Proctor-Silex to NACCO under certain circumstances and increases the level of dividends that can be paid by Kitchen Collection. North American Coal continues to be allowed to pay dividends to NACCO. On July 15, 1994 Hamilton Beach/Proctor-Silex paid a $12.0 million dividend to NACCO. On May 27, 1994 Kitchen Collection paid a dividend of $2.6 million to NACCO. The Company believes it can adequately meet all of its current and long- term commitments and operating needs. This outlook stems from amounts available under revolving credit facilities, the substantial prepayment of scheduled debt payments and the utility customers' funding of the project mining subsidiaries. BELLAIRE CORPORATION Bellaire Corporation ("Bellaire") is a non-operating subsidiary of NACCO. Bellaire's results primarily include royalty payments received on certain coal reserves and mine closing activities related to the Indian Head Mine, which ceased mining operations in April 1992. Cash payments related to Bellaire's obligations, net of internally generated funds, are funded by NACCO and amounted to $2.5 million during the first nine months of 1994. During the third quarter of 1994 Bellaire had revenues and operating profit of $0.4 million and $0.1 million, respectively, compared with revenues of $1.1 million and operating profit of $0.3 million in 1993. Bellaire's net income in the third quarter of 1994 and 1993 is $0.8 million and $2.6 million, respectively. The decline in net income during the quarter is the result of a nonrecurring tax benefit of $2.3 million recognized in 1993 to adjust Bellaire's deferred federal income tax asset for a one percent increase in the statutory tax rate. For the first nine months of 1994 Bellaire had revenues and operating profit of $1.6 million and $0.9 million, respectively, compared with revenues of $3.4 million and operating profit of $0.4 million in 1993. Bellaire's net income in the first nine months of 1994 and 1993 is $1.7 million and $3.2 million, respectively. The condensed balance sheets for Bellaire were as follows: SEPTEMBER 30 DECEMBER 31 1994 1993 Net current assets $ 17.4 $ 18.2 Property, plant and equipment, net .5 .5 Deferred taxes and other assets 64.1 67.0 Obligation to United Mine Workers of America Combined Benefit Fund (155.2) (163.2) Other liabilities (23.9) (21.2) Deficit $(97.1) $(98.7) Part II Item 1 - Legal Proceedings None Item 2 - Change in Securities None Item 3 - Defaults Upon Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index on page 32 of this quarterly report on Form 10-Q. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NACCO Industries, Inc. (Registrant) Date November 10, 1994 Frank B. O'Brien Frank B. O'Brien Senior Vice President - Corporate Development and Chief Financial Officer Date November 10, 1994 Steven M. Billilck Steven M. Billick Vice President and Controller (Principal Accounting Officer) Exhibit Index Exhibit Number** Description of Exhibit (10) *(clxiii) Amendment No. 4 to the North American Coal Corporation Salaried Employees Pension Plan (as amended and restated as of January 1, 1989), effective January 1, 1994 is attached hereto as Exhibit 10(clxiii). *(clxiv) Amendment No. 5 to The North American Coal Corporation Salaried Employees Pension Plan (as amended and restated as of January 1, 1989) effective as of July 1, 1994 is attached hereto as Exhibit (clxiv) *(clxv) The North American Coal Corporation Supplemental Retirement Benefit Plan as amended and restated effective September 1, 1994 is attached hereto as Exhibit 10(clxv). *(clxvi) Amendment No. 1 to The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (as amended and restated effective October 1, 1994) is incorporated herein by reference to Exhibit 10(xcix) to the Hyster-Yale Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, Commission File Number 33-28812. (clxvii) Amendment dated as of January 1, 1994 to the Third Amendment and Restated Operating Agreement dated as of November 7, 1991, between NACCO Materials Handling Group and AT&T Commercial Finance Corporation is incorporated herein by reference to Exhibit 10(c) to the Hyster-Yale Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, Commission File Number 33-28812. (11) Computation of Earnings Per Common Share (27) Financial Data Schedule *Management Contract or Compensation Plan or arrangement required to be filed as an exhibit pursuant to Item 6(a) of this Quarterly Report on Form 10-Q. **Numbered in accordance with Item 601 of Regulation S-K. Exhibit 11 NACCO Industries, Inc. And Subsidiaries Form 10-Q Computation of Earnings per Share THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 1994 1993 1994 1993 (In thousands, except per share data) Income (loss): Income before extraordinary charge $11,014 $2,049 $22,975 $ 1,842 Extraordinary charge, net-of-tax (3,218) (3,292) Net income (loss) $11,014 $2,049 $19,757 $(1,450) Per share amounts reported to stockholders Note 1: Income before extraordinary charge $1.23 $.23 $ 2.57 $ .21 Extraordinary charge, net-of-tax (.36) (.37) Net income (loss) $1.23 $.23 $ 2.21 $ (.16) Primary: Weighted average 8,951 8,938 8,947 8,937 shares outstanding Dilutive stock options Note 2 12 15 13 17 Totals 8,964 8,953 8,960 8,954 Per share amounts: Income before extraordinary charge $1.23 $ .23 $2.56 $ .21 Extraordinary charge, net-of-tax (.35) (.37) Net income (loss) $1.23 $ .23 $2.21 $ (.16) Fully diluted Note 3: Weighted average shares outstanding 8,951 8,947 Dilutive stock options Note 2 13 14 Per share amounts: Income before extraordinary charge $1.23 $2.56 Extraordinary charge, net-of-tax (.35) Net income $1.23 $2.21 Note 1 Per share earnings have been computed and reported to the stockholders pursuant to APB Opinion No. 15, which provides that "any reduction of less than 3% in the aggregate need not be considered as dilution in the computation and presentation of earnings per share data." Note 2 Dilutive stock options are calculated based on the treasury stock method. For primary per share earnings the average market price is used. For fully diluted per share earnings the quarter-end market price, if higher than the average market price for the period, is used. Note 3 Fully diluted per share earnings for the three and nine months ended September 30, 1993 are not disclosed because the quarter-end market price did not exceed the average market price for both the three and nine month periods