EX-99 18 ncex99-2013.htm EXHIBIT NC EXH 99 2013 10K















A U D I T E D C O M B I N E D F I N A N C I A L S T A T EME N T S
The Unconsolidated Mines of
The North American Coal Corporation
Years Ended December 31, 2013, 2012, and 2011
With Report of Independent Registered Public Accounting Firm







The Unconsolidated Mines of
The North American Coal Corporation
Audited Combined Financial Statements
Years Ended December 31, 2013, 2012 and 2011
Contents

Report of Independent Registered Public Accounting Firm ..........................................................1

Audited Combined Financial Statements

Combined Balance Sheets...............................................................................................................2
Combined Statements of Net Income..............................................................................................4
Combined Statements of Equity .....................................................................................................5
Combined Statements of Cash Flows..............................................................................................6
Notes to Combined Financial Statements .......................................................................................7






Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
NACCO Industries, Inc.
We have audited the accompanying combined balance sheets of The Unconsolidated Mines of The North American Coal Corporation as of December 31, 2013 and 2012, and the related combined statements of net income, equity, and cash flows for each of the three years in the period ended December 31, 2013. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of The Unconsolidated Mines of The North American Coal Corporation at December 31, 2013 and 2012, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP

Cleveland, Ohio
March 4, 2014


1



The Unconsolidated Mines of
The North American Coal Corporation

Combined Balance Sheets
(Amounts in Thousands)


 
December 31
 
2013
2012
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
$
19,864

$
4,624

Accounts receivable
28,940

29,855

Accounts receivable from affiliated companies
115

12,349

Inventories
91,007

93,739

Deferred income taxes
4,483

5,206

Other current assets
619

949

Total current assets
145,028

146,722

 
 
 
Property, plant and equipment:
 
 
Coal lands and real estate
106,181

105,291

Advance minimum royalties
1,277

1,364

Plant and equipment
979,543

970,468

Construction in progress
24,746

24,689

 
1,111,747

1,101,812

Less allowance for depreciation, depletion,
 
 
 and amortization
(495,223
)
(443,559
)
 
616,524

658,253

Deferred charges:
 
 
Deferred lease costs
8,842

10,993

Other
449

480

 
9,291

11,473

 
 
 
Other assets:
 
 
   Note receivable from Parent Company
4,347

3,477

Other investments and receivables
104,679

162,730

 
109,026

166,207

Total assets
$
879,869

$
982,655

 
 
 


2









 
December 31
 
2013
2012
Liabilities and equity
 
 
Current liabilities:
 
 
Accounts payable
$
24,277

$
24,160

Accounts payable to affiliated companies
33,281

27,770

Current maturities of long-term obligations
65,416

66,231

Current mine closing accrual
4,281

6,939

Other current liabilities
19,966

18,479

Total current liabilities
147,221

143,579

 
 
 
Long-term obligations:
 
 
Advances from customers
180,632

180,165

Notes payable
81,875

85,125

Capital lease obligations
281,229

312,307

 
543,736

577,597

Noncurrent liabilities:
 
 
Deferred income taxes
30,820

34,434

Mine closing accrual
122,388

124,662

Pension and post-retirement benefits
28,296

98,511

Other accrued liabilities
2,950

1,507

 
184,454

259,114

Equity:
 
 
Common stock and membership units
199

199

Capital in excess of stated value
791

791

Retained earnings
3,468

1,375

 
4,458

2,365

Total liabilities and equity
$
879,869

$
982,655

 
 
 

See accompanying notes to Combined Financial Statements

3



The Unconsolidated Mines of
The North American Coal Corporation

Combined Statements of Net Income
(Amounts in Thousands)

 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
Lignite tons sold
25,910

25,044

25,229

 
 
 
 
Income:
 
 
 
  Sales
$
570,864

$
535,848

$
494,582

  Other
1,038

1,584

2,848

 
571,902

537,432

497,430

 
 
 
 
Cost and expenses:
 
 
 
Cost of sales
435,056

399,674

368,688

Depreciation, depletion, and amortization
63,491

64,790

58,520

 
498,547

464,464

427,208

Operating Profit
73,355

72,968

70,222

 






Other income (expense)
 
 
 
Interest
(27,403
)
(27,584
)
(26,805
)
Gain (loss) on sale of assets
477

(142
)
2,068

 
(26,926
)
(27,726
)
(24,737
)
Income before income taxes
46,429

45,242

45,485

 
 
 
 
Income taxes:






Current
12,868

(3,319
)
11,947

Deferred
(2,891
)
14,088

(1,920
)
 
9,977

10,769

10,027

Net income
$
36,452

$
34,473

$
35,458

 







See accompanying notes to Combined Financial Statements

4



The Unconsolidated Mines of
The North American Coal Corporation

Combined Statements of Equity
(Amounts in Thousands)

 
Year Ended December 31
 
2013
2012
2011
Common stock and membership units:
 
 
 
Beginning balance
$
199

$
198

$
198

Issuance of LLC membership units

1


 
199

199

198

 
 
 
 
Capital in excess of stated value
791

791

791

 
 
 
 
Retained earnings:
 
 
 
Beginning balance
1,375

4,964

4,021

Net income
36,452

34,473

35,458

Dividends paid
(34,359
)
(38,062
)
(34,515
)
 
3,468

1,375

4,964

 
 
 
 
Total equity
$
4,458

$
2,365

$
5,953



See accompanying notes to Combined Financial Statements

5



The Unconsolidated Mines of
The North American Coal Corporation
Combined Statements of Cash Flows
(Amounts in Thousands)
 
Year Ended December 31
 
2013
2012
2011
Operating activities
 
 
 
Net income
$
36,452

$
34,473

$
35,458

Adjustments to reconcile net income to net cash
 
 
 
provided by operating activities:
 
 
 
Depreciation, depletion, and amortization
63,491

64,790

58,520

Amortization of deferred financing costs
31

31

57

(Gain) loss on sale of assets
(477
)
142

(2,068
)
Equity income in cooperatives
(565
)
(573
)
(649
)
Mine closing accrual
(1,142
)
(677
)
(494
)
Deferred lease costs
2,220

1,016

(51
)
Deferred income taxes
(2,891
)
14,088

(1,920
)
Post-retirement benefits and other accrued liabilities
(7,608
)
(10,635
)
(6,592
)
Amortization of advance minimum royalties
238

149

194

Other noncurrent assets
(7,383
)
(16,114
)
3,294

 
82,366

86,690

85,749

Working capital changes:
 
 
 
Accounts receivable
18,020

(5,560
)
4,845

Inventories
2,204

(13,040
)
(4,895
)
Accounts payable and other accrued liabilities
7,084

146

(2,019
)
Other changes in working capital
328

520

(985
)
 
27,636

(17,934
)
(3,054
)
Net cash provided by operating activities
110,002

68,756

82,695

Investing activities
 
 
 
Expenditures for property, plant, and equipment
(15,330
)
(31,440
)
(44,480
)
Additions to advance minimum royalties
(151
)
(98
)
(122
)
Proceeds from sale of property, plant, and equipment
1,048

2,995

15,929

Net cash used for investing activities
(14,433
)
(28,543
)
(28,673
)
Financing activities
 
 
 
Additions to advances from customer, net
1,602

5,150

1,198

(Payments made) received on note from Parent Company, net
(870
)
1,332

1,927

Issuance of equity units
                     –

1

                     –

Additions to long-term obligations
                     –

65,000

44

Repayment of long-term obligations
(46,702
)
(71,877
)
(22,329
)
Financing fees paid
                     –

(306
)
                     –

Dividends paid
(34,359
)
(38,062
)
(34,515
)
Net cash used for financing activities
(80,329
)
(38,762
)
(53,675
)
Increase in cash and cash equivalents
15,240

1,451

347

Cash and cash equivalents at beginning of year
4,624

3,173

2,826

Cash and cash equivalents at end of year
$
19,864

$
4,624

$
3,173

See accompanying notes to Combined Financial Statements

6

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

December 31, 2013, 2012 and 2011
1. Organization
The Coteau Properties Company, The Falkirk Mining Company, The Sabine Mining Company, Demery Resources Company, LLC, Caddo Creek Resources Company, LLC, Camino Real Fuels, LLC, Coyote Creek Mining Company LLC, and Liberty Fuels, LLC (collectively, the “Unconsolidated Mines”) are each wholly owned subsidiaries of The North American Coal Corporation (Parent Company), which is a wholly owned subsidiary of NACCO Industries, Inc. (Ultimate Parent Company).
During 2003, the Parent Company adopted authoritative guidance issued by the Financial Accounting Standards Board (FASB) on Consolidation of Variable Interest Entities. The guidance clarifies the application of authoritative guidance on Consolidated Financial Statements for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. As a result of the adoption, the Parent Company is not the primary beneficiary of the Unconsolidated Mines and does not consolidate these entities’ financial position or results of operations. The Unconsolidated Mines are still considered under common management of the Parent Company and, therefore, are reflected collectively in the Unconsolidated Mines’ audited combined financial statements.
The Coteau Properties Company: The Coteau Properties Company (Coteau), an Ohio corporation, was organized on May 23, 1972, pursuant to an agreement between the Parent Company and a wholly owned subsidiary of a diversified energy company (Buyer). Coteau is principally engaged in lignite mining through the operation of a surface mine in North Dakota.
On April 22, 1977, the Buyer exercised its option to enter into a coal sales agreement, as restated June 1, 1979. As of November 1, 1988, all of the Buyer’s rights, interests, and obligations under the coal sales agreement were assigned to Dakota Coal Company (Coteau’s Customer), a wholly owned subsidiary of Basin Electric Power Cooperative (Basin). This coal sales agreement was subsequently replaced with a coal sales agreement, as amended, between Coteau and Coteau’s Customer (Coteau Agreement) and provides Coteau with the option to extend Coteau’s agreement up to the year 2037 and provides for reimbursement of administrative and general expenses, included in cost of sales in the combined statements of net income and comprehensive income, from actual costs to reimbursement at a fixed rate per ton.
Under the terms and conditions of the Coteau Agreement, Coteau is to supply coal to an electric generating station and a coal gasification plant, as well as to other third parties. The terms of a related option agreement, as amended, provide that, under certain conditions of default, Coteau’s Customer may acquire the assets, subject to the liabilities, for an amount equal to the equity of Coteau.
The Falkirk Mining Company: The Falkirk Mining Company (Falkirk), an Ohio corporation, was organized on August 22, 1974, to enter into a coal sales agreement (Falkirk Agreement) with an electric generation and transmission cooperative (Falkirk’s Customer). Falkirk’s agreement was restated effective January 1, 2007, to extend the agreement to 2045. Falkirk is principally engaged in lignite mining through the operation of a surface mine in North Dakota.

7

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

Under the terms of the Falkirk Agreement, Falkirk’s Customer has agreed to provide, or procure from others, the financing required to develop, equip, and operate Falkirk’s mine for the life of the Falkirk Agreement. The Falkirk Agreement provides that, under certain conditions of Falkirk’s default, Falkirk’s Customer may acquire the assets, subject to the liabilities, for an amount equal to the equity of Falkirk.
Falkirk’s Customer has entered into an operating agreement with Falkirk whereby a dragline to be used in the production of coal (original cost of approximately $40,000) leased by Falkirk’s Customer has been made available to Falkirk without rent.
The Sabine Mining Company: The Sabine Mining Company (Sabine), a Nevada corporation, was organized on November 6, 1980, and entered into a lignite mining agreement, as restated, (Sabine Agreement) with a public utility (Sabine’s Customer) in 1981, which was subsequently amended and restated on January 1, 1996, December 1, 2001 and January 1, 2008. Sabine is principally engaged in lignite mining through the operation of a surface mine in Texas.
The Sabine Agreement provides that, under certain conditions of default, Sabine’s Customer may acquire the issued and outstanding common stock of Sabine for an amount equal to the equity of Sabine.
Other entities: Demery Resources Company, LLC (Demery), Caddo Creek Resources Company, LLC (Caddo), Camino Real Fuels, LLC (Camino Real), Coyote Creek, LLC (Coyote) and Liberty Fuels Company, LLC (Liberty) were all formed during 2008, 2009, and 2012 to develop, construct, and operate lignite surface mines under long-term contracts for their respective customers. The contracts with the customers allow for reimbursement of all costs plus a management fee. Demery had some minimal deliveries during the year. Caddo, Camino Real, Coyote, and Liberty are building mines or developing plans to build mines and therefore do not currently mine or deliver coal.
Since each of the Unconsolidated Mines has an agreement to provide coal to their respective customers, a significant portion of each of the Unconsolidated Mines’ revenue is derived from a single source. The financial position of the Unconsolidated Mines and the Parent Company would be materially affected if the existing contractual relationship with any of the Unconsolidated Mines’ customers were terminated or significantly altered.
Management performed an evaluation of the Unconsolidated Mines’ activities through March 4, 2014 which is the date these financial statements were issued. No significant subsequent events have occurred that required recognition or disclosure in these financial statements.
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 assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.


8

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

Revenue Recognition and Accounts Receivable
Under their respective mining agreements, the Unconsolidated Mines recognize revenue and a related receivable as coal is delivered. The sales price of the coal is based on costs, plus a profit or management fee per ton of coal delivered. As is customary in the coal industry, these agreements provide for monthly settlements. The Unconsolidated Mines’ significant credit concentration is uncollateralized; however, historically, no credit losses have been incurred. Management has reviewed the carrying value of its accounts receivable and has determined that a reserve for credit losses is not necessary based on amounts subsequently realized.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid investments with initial maturities of three months or less. After considering the right of offset, outstanding checks net of their associated funding accounts, are classified as accounts payable.
Inventories
Coal and supply inventories are stated at the lower of cost or market. Cost is determined using the weighted-average method.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost. Depreciation, depletion, and amortization are provided in amounts sufficient to amortize the cost of related assets (including assets recorded under capitalized lease obligations) over their estimated useful lives or lease terms and are calculated by either the straight-line method or the units-of-production method based on estimated recoverable tonnage. In the course of preparing a mine for production, the Unconsolidated Mines incur mine development costs prior to initial production, as well as throughout the life of the mine. The Unconsolidated Mines capitalize these costs as a part of plant and equipment in the accompanying combined balance sheets. The Unconsolidated Mines amortize the development costs over their estimated useful life, which is generally a units-of-production method. 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.
Advance Minimum Royalties
Advance minimum royalties are advance payments made to lessors under terms of mineral lease agreements that are recoupable against future production. These advanced payments are capitalized when paid and charged against income as the coal reserves are mined.
Long-Lived Assets
Upon identification of indicators of impairment, management compares the carrying value of its long-lived assets to the undiscounted cash flows of such assets. When the undiscounted cash flows are less than the

9

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

related assets’ carrying value, the long-lived assets are adjusted to fair value (based on active market quotes, third-party appraisals, or discounted cash flows).
Accounting for Asset Retirement Obligations
Under certain federal and state regulations, the Unconsolidated Mines are required to reclaim land disturbed as a result of mining. Reclamation of disturbed land is a continuous process throughout the terms of the mining agreements. Current reclamation costs are charged to expense in the period incurred and are being recovered as a cost of coal tonnage sold. Costs to complete reclamation after mining has been completed are to be reimbursed under the respective mining agreements.
Authoritative guidance on accounting for asset retirement obligations provides accounting requirements for retirement obligations associated with tangible long-lived assets, including: (i) the timing of liability recognition; (ii) initial measurement of the liability; (iii) allocation of asset retirement cost to expense; (iv) subsequent measurement of the liability; and (v) financial statement disclosures. The guidance requires that an asset’s retirement cost should be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.
The Unconsolidated Mines’ asset retirement obligations are for costs to close its surface mines and reclaim the land it has disturbed as a result of its normal mining activities. The Unconsolidated Mines have estimated these costs and recognized a liability and associated asset in accordance with authoritative guidance. The Unconsolidated Mines determined these obligations based on estimates adjusted for inflation, projected to the estimated closure dates, and then discounted using a credit-adjusted, risk-free interest rate. The accretion of the liability is being recognized over the estimated life of the individual asset retirement obligations. The associated asset is recorded in property, plant, and equipment in the accompanying balance sheets.
Since the cost of reclamation is reimbursable under the provisions of the mining agreements, the difference between the capitalized asset retirement obligation and the reclamation liability is recorded as a long-term receivable from the customers. Additionally, the annual costs related to amortization of the asset and accretion of the liability of $11,002, $18,786, and $15,979 in 2013, 2012, and 2011, respectively, are included in cost of sales, and increases the sales to, and the long-term receivable from, the customers. The long-term receivable (see Note 4) will be reimbursed to the Unconsolidated Mines as the costs of reclamation are actually incurred.

10

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

There are currently no assets legally restricted for purposes of settling these asset retirement obligations. A reconciliation of the beginning and ending aggregate carrying amount of the asset retirement obligations is as follows:
 
December 31
 
2013
2012
 
 
 
Beginning balance
$
131,601

$
105,481

Liabilities incurred during the period
1,230

20,989

Liabilities settled during the period
(7,529)

(7,437)

Accretion expense
6,390

6,760

Revision in cash flows
(5,023)

5,808

 
$
126,669

$
131,601


Financial Instruments and Derivative Financial Instruments
Financial instruments held by the Unconsolidated Mines include cash and cash equivalents, accounts receivable, accounts receivable from an affiliate, accounts payable and long-term debt. The Unconsolidated Mines do not hold or issue financial instruments or derivative financial instruments for trading purposes.
3. Inventories
Inventories are as follows:
 
December 31
 
2013
2012
 
 
 
Coal
$
25,662

$
34,686

Supplies
65,345

59,053

 
$
91,007

$
93,739



4. Other Investments and Receivables
Other investments and receivables consist of the following:

11

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

 
December 31
 
2013
2012
Long-term receivable from Unconsolidated Mine customers related to:
 
 
Asset retirement obligation
$
44,016

$
40,811

Pension and retiree medical obligation
25,872

93,658

Reclamation bond
17,922

17,922

Investment in cooperatives
15,520

14,955

Other
6,031

2,992

 
109,361

170,338

Less asset retirement obligation included in current accounts receivable
4,682

7,608

 
$
104,679

$
162,730


The long-term receivables will be reimbursed to the Unconsolidated Mines as the costs of reclamation, pension and retiree medical obligations are actually incurred or paid.
One of the Unconsolidated Mines holds investments in cooperatives that provide electrical service to the mine site. Patronage dividends from cooperatives are recorded as declared. The dividends declared are consistently paid out, but routinely several years after the declaration. These patronage dividends when declared are reflected as a reduction in the cost of coal under the mining agreements. In the event the cooperatives should become unable to pay the patronage dividends previously declared, the Unconsolidated Mines would be required at that time to record an impairment charge against the investment asset, which would be reimbursable under the mining agreement.
5. Accrued Liabilities
Other current liabilities consist of the following:
 
December 31
 
2013
2012
 
 
 
Accrued payroll
$
13,607

$
12,601

Other
6,359

5,878

 
$
19,966

$
18,479


6. Advances From Customers and Notes Payable
Advances from Customers
Advances from customers represent amounts advanced to Coteau and Falkirk from their customers or their affiliates to provide working capital and to develop and operate the mines. These advances, which are not guaranteed by either the Parent Company or the Ultimate Parent Company, are secured by substantially all owned assets and assignment of all rights under the agreements. Coteau’s advances incur an average weighted

12

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

interest rate of 5.6%. No repayment schedule has been established for Falkirk’s advances, which are noninterest-bearing, due to the funding agreement with the customer.
Estimated maturities for Coteau for the next five years, including current maturities, and Falkirk’s customer advances with unspecified repayment schedules are as follows:
2014
$
14,065

2015
14,064

2016
5,158

2017
5,119

2018
5,119

Thereafter
61,369

 
104,894

Advances with unspecified repayment schedule
94,978

Total advances from customers
199,872

Less current maturities
19,240

Total long-term advances from customers
$
180,632


Notes Payable
Notes payable primarily represents financing which customers arranged and guaranteed for Sabine. Neither the Parent Company nor the Ultimate Parent Company has guaranteed these borrowings. Certain notes payable of Sabine include a fixed charge coverage covenant. Sabine was in compliance with this covenant at December 31, 2013. Notes payable consist of the following:
 
December 31
 
2013
2012
Borrowings under a revolving credit agreement that expires July 31, 2014, to a bank providing for borrowings up to $20,000. Interest is based on the bank’s daily cost of funds plus 1.75% (1.78% and 1.82% at December 31, 2013 and 2012, respectively)
$

$
2,603

Secured note payable due August 21, 2031, with semiannual principle and interest payments at an interest rate of 4.58% on the unpaid balance
60,125

63,375

Secured note payable due October 31, 2024, with semiannual interest payments at an interest rate of 6.37% on the unpaid balance
25,000

25,000

Total notes payable
85,125

90,978

Less current portion
3,250

5,853

Long-term portion of notes payable
$
81,875

$
85,125


Under the terms of all note agreements, substantially all assets of Sabine are pledged and all rights under the mining agreements are assigned.
Notes payable maturities for the next five years are as follows:

13

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

2014
$
3,250

2015
3,250

2016
3,250

2017
3,250

2018
3,250

Thereafter
68,875

 
$
85,125


Commitment fees paid to banks were approximately $76, $116 and $115 in 2013, 2012 and 2011, respectively, and are included in interest expense in the accompanying combined statements of net income and comprehensive income.
In 2012, one of the Unconsolidated Mines issued new debt in the amount of $65,000 in a private placement offering. The proceeds from this transaction were used to retire the secured note payable due in 2012, pay the balance outstanding in the revolving agreement, and provide additional capital for expansion. Under the terms of the new notes, interest at 4.58% is payable semiannually, and principal is due in even semiannual installments over the 20 year life of the notes. As with the debt it replaced, neither the Parent Company nor the Ultimate Parent Company have guaranteed this borrowing.
7. Pension and Other Postretirement Benefits
Defined Benefit Plans
Substantially all the Unconsolidated Mines’ salaried employees hired prior to January 1, 2000, participate in The North American Coal Corporation Salaried Employees Pension Plan (the Plan), a noncontributory defined benefit plan sponsored by the Parent Company. Pension benefits for certain management level employees were frozen effective December 31, 2004. During 2013, the Company amended the Combined Defined Benefit Plan for the Ultimate Parent and its subsidiaries (the “Combined Plan”) to freeze pension benefits for all employees effective as of the close of business on December 31, 2013. Employees whose benefits were frozen receive retirement benefits under defined contribution retirement plans. As a result of this amendment, the Company remeasured the Combined Plan and recorded a $1,622 pre-tax curtailment loss.
The Company also approved freezing all pension benefits under its Supplemental Retirement Benefit Plan (the “SERP”). In years prior to 2013, benefits other than COLA’s were frozen for all SERP participants. Effective as of the close of business on December 31, 2013, all COLA benefits under the SERP will be eliminated for all plan participants.
Benefits under the defined benefit pension plans are based on years of service and average compensation during certain periods. The Unconsolidated Mines made contributions to this plan of $11,337 in 2013. The Unconsolidated Mines expect to make supplemental payments and pay benefits from the assets of the Plan of $6,161 in 2014, $6,988 in 2015, $7,766 in 2016, $8,510 in 2017, $9,248 in 2018, and $55,939 in the five years thereafter.
The following is a detail of the net periodic pension expense of the Unconsolidated Mines, using an assumed discount rate of 3.90% through July 2013, 4.70% for August through December 2013 and 4.55% in 2013 and 2012, respectively:


14

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
 
 
Service cost
$
3,988

$
4,342

$
4,072

 
Interest cost
8,202

8,482

8,708

 
Expected return on plan assets
(10,950
)
(9,514
)
(9,033
)
 
Amortization of actuarial loss
4,592

5,324

3,345

 
Amortization of prior service cost
423

702

702

 
Curtailment loss
1,622



 
Net periodic pension expense
$
7,877

$
9,336

$
7,794

 

The following is a detail of the changes in plan assets and benefit obligations recognized in long-term receivable from customers:

 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
Current year actuarial (gain) loss
$
(60,533
)
$
14,500

$
22,267

Current year prior service credit
(540
)


Amortization of actuarial loss
(4,592
)
(5,324
)
(3,345
)
Amortization of prior service cost
(423
)
(702
)
(703
)
Recognition of curtailment cost
(1,622
)


Amount recognized in long-term receivable
$
(67,710
)
$
8,474

$
18,219


The following sets forth the Unconsolidated Mines portion of the changes in the benefit obligation and plan assets of the defined benefit plans of the Unconsolidated Mines at:
 
December 31
 
2013
2012
Change in benefit obligation:
 
 
Projected benefit obligation at beginning of year
$
211,471

$
184,665
 
Service cost
3,988

4,342
 
Interest cost
8,202

8,482

 
Plan amendment
(432
)

 
Actuarial (gain) loss
(26,020
)
18,829

 
Benefits paid
(5,448
)
(4,847
)
 
Curtailment
(20,530
)

 
SERP transfer to Parent
(41
)

 
Projected benefit obligation at end of year
$
171,190

$
211,471

 
 
 
 
 


15

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)


 
December 31
 
2013
2012
Change in plan assets:
 
 
 
Fair value of plan assets at beginning of year
$
134,418

$
109,615

 
Actual return on plan assets
25,764

14,158

 
Employer contributions
11,337

15,807

 
Benefits paid
(5,448
)
(4,847
)
 
Asset transfers
(722
)
(315
)
 
Fair value of plan assets at end of year
$
165,349

$
134,418

 
 
 
 
 
Funded status at end of year
$
(5,841
)
$
(77,053
)
 

Amounts recognized in the combined balance sheets consist of:
Current liabilities
$
(50
)
$
(51
)
Noncurrent liabilities
(5,791
)
(77,002
)
 
$
(5,841
)
$
(77,053
)

Components of long-term receivables from customers consist of:
Actuarial loss
$
8,667

$
73,792

Prior service cost
542

3,127

 
$
9,209

$
76,919


The actuarial loss and prior service cost included in long-term receivables from customers expected to be recognized in net periodic benefit cost in 2014 are $105 ($68 net of tax) and $27 ($18 net of tax), respectively.
The projected benefit obligation included in the table above represents the actuarial present value of benefits attributable to employee service rendered to date.
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 Ultimate Parent 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 Ultimate Parent’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.
The Plan maintains an investment policy that, among other things, establishes a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policy provides

16

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

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 plan assets at the measurement date:
 
Actual
2013
Actual
2012
Target Allocation Range
 
 
 
 
U.S. equity securities
53.6%
52.0%
41.0%-62.0%
Non-U.S. equity securities
13.0%
12.5%
10.0%-16.0%
Fixed income securities
32.9%
34.5%
30.0%-40.0%
Money market
0.5%
1.0%
 0.0%-10.0%

The fair value of each major category of plan assets for the Unconsolidated Mines’ pension plans 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:
 
2013
2012
 
 
 
U.S. equity securities
$
88,559

$
70,063

Non-U.S equity securities
21,422

16,791

Fixed income securities
54,471

46,501

Money market
897

1,378

Asset transfers

(315
)
Total
$
165,349

$
134,418


Postretirement Health Care
The Parent Company also maintains health care plans which provide benefits to eligible retired employees, including employees of the Unconsolidated Mines. The Unconsolidated Mines expect to pay benefits of $1,607 in 2014, $1,993 in 2015, $2,279 in 2016, $2,496 in 2017, $2,703 in 2018 and $15,087 in the five years thereafter.
The following is a detail of the net periodic benefit expense for postretirement health care and life insurance for the Unconsolidated Mines, using an assumed discount rate of 3.05% and 3.90% in 2013 and 2012, respectively:

17

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
Service cost
$
733

$
727

$
779

Interest cost
826

990

1,218

Expected return on plan assets
(274
)
(323
)
(376
)
Amortization of actuarial loss
741

662

850

Amortization of prior service credit
(825
)
(825
)
(825
)
Net periodic postretirement expense
$
1,201

$
1,231

$
1,646


The following is a detail of the changes in plan assets and benefit obligations recognized in long-term receivable from customers:
 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
Current year actuarial (gain) loss
$
(53
)
$
959

$
(1,162
)
Amortization of actuarial loss
(741
)
(662
)
(851
)
Amortization of prior service credit
825

825

825

Amount recognized in long-term receivable
$
31

$
1,122

$
(1,188
)

The following sets forth the changes in the benefit obligations and plan assets during the year of the postretirement health care and life insurance plans:
 
December 31
 
2013
2012
Change in benefit obligation:
 
 
Benefit obligation at beginning of year
$
27,039

$
25,291

Service cost
733

727

Interest cost
826

990

Actuarial loss
335

996

Benefits paid
(1,549
)
(965
)
Benefit obligation at end of year
$
27,384

$
27,039

 
 
 

18

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)


 
December 31
 
2013
2012
Change in plan assets:
 
 
Fair value of plan assets at beginning of year
$
4,980

$
5,355

Actual return on plan assets
661

361

Employer contributions
477

531

Benefits and taxes paid
(1,825
)
(1,267
)
Fair value of plan assets at end of year
$
4,293

$
4,980

 
 
 
Funded status at end of year
$
(23,091
)
$
(22,059
)
Amounts recognized in the consolidated balance
 
 
sheet consist of:
 
 
Current liabilities
$
(586
)
$
(550
)
Noncurrent liabilities
(22,505
)
(21,509
)
 
$
(23,091
)
$
(22,059
)
Components of long-term receivables from
 
 
customers consist of:
 
 
Actuarial loss
$
7,237

$
8,032

Prior service credit
(755
)
(1,581
)
 
$
6,482

$
6,451


The actuarial loss and prior service credit included in long-term receivables from customers expected to be recognized in net periodic benefit credit in 2014 are $672 ($437 net of tax) and $417 ($271 net of tax), respectively.
Some of the Unconsolidated Mines established Voluntary Employees’ Beneficiary Association (VEBA) trusts to provide for future retirement benefits other than pensions. The Unconsolidated Mines made cash contributions to the VEBA trust of $0 in 2013 and 2012, respectively. Contributions made to an IRS-approved VEBA trust are irrevocable and must be used for employee benefits.

19

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

Assumed health care cost trend rates can have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects at December 31, 2013:
 
1-Percentage-
Point Increase
1-Percentage-
Point Decrease
 
 
 
Effect on total of service and interest cost
$
124

$
(112
)
Effect on postretirement benefit obligation
$
1,831

$
(1,669
)

Assumptions used in accounting for the pension and postretirement health care and life insurance benefit plans were as follows for the years ended:
 
December 31
 
2013
2012
2011
 
 
 
 
Weighted-average discount rates - pension
4.75%
3.90%
4.55%
Weighted-average discount rates - postretirement
3.85%
3.05%
3.90%
Rate of increase in compensation levels
NA
3.75%
3.75%
Expected long-term rate of return on assets-pension
7.75%
8.25%
8.50%
Expected long-term rate of return on assets-postretirement
6.00%
6.50%
6.50%
Health care cost trend rate assumed for next year
7.00%
7.50%
7.50%
Ultimate health care cost trend rate
5.00%
5.00%
5.00%
Year that the rate reaches the ultimate trend rate
2021
2018
2018

Defined Contribution Plans
For employees hired after December 31, 1999, the Parent Company established a defined contribution plan which requires the Unconsolidated Mines to make retirement contributions based on a formula using age and salary as components of the calculation. For employees hired after December 31, 2005, some of the Unconsolidated Mines contribute a set percentage of the employee’s salary. Employees are vested at a rate of 20% for each year of service and become 100% vested after five years of employment. The Unconsolidated Mines recorded contribution expense of approximately $3,412 in 2013, $2,900 in 2012, and $2,521 in 2011 related to this plan.
Substantially all the Unconsolidated Mines’ salaried employees also participate in a defined contribution plan sponsored by the Parent Company. Employee contributions are matched by the Unconsolidated Mines up to a limit of 5% of the employee’s salary. The Unconsolidated Mines’ contributions to this plan were approximately $5,164 in 2013, $4,682 in 2012, and $4,350 in 2011.

20

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

8. Leasing Arrangements and Other Commitments
The Unconsolidated Mines lease certain equipment under cancelable and non-cancelable capital and operating leases that expire at various dates through 2037. Many leases are renewable for additional periods at terms based upon the fair market value of the leased items at the renewal dates.
Future minimum lease payments as of December 31, 2013, for all capital lease obligations are as follows:
2014
$
58,522

2015
55,772

2016
49,967

2017
47,240

2018
33,515

Thereafter
170,832

Total minimum lease payments
415,848

Amounts representing interest
(91,693
)
Present value of net minimum lease payments
324,155

Current maturities
(42,926
)
Long-term capital lease obligations
$
281,229


As of December 31, 2013, $141,514 of the long-term capital lease obligations and $13,773 of the current maturities in the table above are due to a customer of one of the Unconsolidated Mines.
Amortization of assets recorded under capital lease obligations is included in depreciation, depletion, and amortization in the combined statement of net income and comprehensive income. Assets recorded under capital leases are included in property, plant, and equipment and consist of the following:
 
December 31
 
2013
2012
 
 
 
Plant and equipment
$
486,756

$
481,848

Accumulated amortization
(173,774
)
(140,514
)
 
$
312,982

$
341,334


Under the provisions of the mining agreements, the customers are required to pay, as a part of the cost of coal delivered, an amount equal to the annual lease payments. Interest and amortization expense in excess of annual lease payments are deferred and recognized in years when annual lease payments exceed interest expense and amortization. These excess costs are recorded as receivables from the customers and are included in deferred lease costs in the accompanying combined balance sheets.
Future minimum lease payments on long-term cancelable operating leases at December 31, 2013, are as follows:

21

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

2014
$
53

2015
49

2016
38

2017
26

2018
7

 
$
173


Rental expense for all operating leases was $2,546 in 2013, $1,961 in 2012, and $2,999 in 2011.
9. Income Taxes
The Unconsolidated Mines are included in the consolidated federal income tax return filed by the Ultimate Parent Company. The Unconsolidated Mines have entered into a tax-sharing agreement with the Ultimate Parent Company under which federal income taxes are computed by the Unconsolidated Mines on a separate return basis. The current portion of such tax is paid to the Ultimate Parent Company, except that net operating loss and tax credit carryovers that benefit the consolidated tax return are advanced to the Unconsolidated Mines and are repaid as utilized on a separate-return basis. To the extent that these carryovers are not used on a separate return basis, the Unconsolidated Mines are required, under conditions pursuant to the tax-sharing agreement, to refund to the Ultimate Parent Company the balance of carryovers advanced and not used by the Unconsolidated Mines prior to the expiration of such carryovers.
The provision for income taxes consists of the following:
 
Year Ended December 31
 
2013
2012
2011
Current:
 
 
 
Federal
$
12,868

$
(3,319
)
$
11,947

Total current tax provision (benefit)
12,868

(3,319
)
11,947

 
 
 
 
Deferred:
 
 
 
Federal
(2,891
)
14,088

(1,920
)
Total deferred tax (benefit) provision
(2,891
)
14,088

(1,920
)
Total provision for income taxes
$
9,977

$
10,769

$
10,027



22

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

A reconciliation of the federal statutory and effective income tax is as follows:
 
Year Ended December 31
 
2013
2012
2011
 
 
 
 
Income before income taxes
$
46,429

$
45,242

$
45,485

 
 
 
 
Statutory taxes at 35.0%
$
16,249

$
15,836

$
15,920

Percentage depletion
(5,575
)
(3,892
)
(5,843
)
Other - net
(697
)
(1,175
)
(50
)
Income tax provision
$
9,977

$
10,769

$
10,027

 
 
 
 
Effective income tax rate
21.49
%
23.8
%
22.04
%

A summary of the primary components of the deferred tax assets and liabilities included in the accompanying combined balance sheets resulting from differences in the book and tax basis of assets and liabilities are as follows:

 
December 31
 
2013
2012
Deferred tax assets:
 
 
Accrued expense and reserves
$
7,888

$
7,570

Asset valuation
6,750

6,054

Inventory
1,967

2,082

Other employee benefits
1,454

1,287

Total deferred tax assets
18,059

16,993

Deferred tax liabilities:
 
 
Property, plant, and equipment
(40,580
)
(42,679
)
Pensions
(3,816
)
(3,542
)
Total deferred tax liabilities
(44,396
)
(46,221
)
Net deferred tax liability
$
(26,337
)
$
(29,228
)

The Unconsolidated Mines regularly review the need for a valuation allowance against deferred tax assets and recognizes these deferred tax assets to the extent that realization is more likely than not. Based on a review of earnings history and trends, forecasted earnings, and the relevant expiration of carryforwards, the Unconsolidated Mines believe that no valuation allowance was necessary at December 31, 2013 or 2012.
10. Fair Value of Financial Instruments
The carrying amounts for cash and cash equivalents, accounts receivable, accounts receivable from an affiliate, and accounts payable approximate fair value due to the short term maturities of these instruments. The fair value of notes payable and one of the Unconsolidated Mines advances from customer were determined based on the discounted value of the future cash flows and one of the Unconsolidated Mines advances from customer, which has no specified repayment schedule was determined based on the discounted value of the total payment

23

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

at the end of the contract term, using borrowing rates currently available to the Unconsolidated Mines for bank loans with similar terms and maturities, taking into account company credit risk.
The fair value compared to the carrying value is summarized as follows:
 
December 31
 
2013
2012
Fair value:
 
 
Notes payable
$
(81,848
)
$
(84,752
)
Advances from customers
$
(131,158
)
$
(138,743
)
 
 
 
Carrying value:
 
 
Notes payable
$
(85,125
)
$
(90,798
)
Advances from customers
$
(199,872
)
$
(198,270
)

11. Equity
The components of common stock and capital in excess of stated value at December 31, 2013 is as follows:
 
Common Stock
Capital in Excess
of Stated Value
Coteau common stock, without par value (stated value $10 per share) - authorized 1,000 shares; issued and outstanding 100 shares
$
1

$
791

Falkirk common stock, without par value (stated value $1,919.30 a share) - authorized 1,000 shares; issued and outstanding 100 shares
192


Sabine common stock, $1 par value - authorized, issued and outstanding 1,000 shares
1


Demery membership units, $10 par value - authorized, issued and outstanding 100 shares
1


Caddo membership units, $10 par value - authorized, issued and outstanding 100 shares
1


Camino Real membership units, $10 par value - authorized, issued and outstanding 100 shares
1


Liberty membership units, $10 par value - authorized, issued and outstanding 100 shares
1


Coyote Creek membership units, $10 par value - authorized, issued and outstanding 100 shares
1


 
$
199

$
791


As noted previously, Demery, Caddo, and Camino Real were all formed in 2008, Liberty Fuels was formed in 2009, and Coyote was formed in 2012. These entities have been originally structured as single member limited liability companies primarily for the reduced administrative requirements, flexible profit distribution and pass-through tax attributes available with this form of entity.

24

The Unconsolidated Mines of
The North American Coal Corporation

Notes to Combined Financial Statements
(Amounts in Thousands)

12. Supplemental Cash Flow Information
 
December 31
 
2013
2012
2011
Cash paid (received) during the year for:
 
 
 
Interest
$
27,500

$
26,436

$
27,046

Income taxes
(2,765
)
9,025

10,311

Property, plant, and equipment:
 
 
 
Capital leases and land
10,354

99,902

36,445

Deferred lease costs
70

(28
)
105

Lease obligations
(10,424
)
(99,874
)
(36,550
)
Accounting for asset retirement obligations:
 
 
 
Change in property, plant, and equipment
(3,794
)
30,975

32,559

Change in receivables from customers including depreciation billed
3,206

(13,810
)
10,334

Change in liabilities
4,932

(26,120
)
(32,064
)

13. Transactions With Affiliated Companies
Costs and expenses include net payments of approximately $4,826, $1,632 and $2,196 in 2013, 2012 and 2011, respectively, for administrative and other services from the Ultimate Parent Company, the Parent Company, and their subsidiaries.
Accounts receivable and accounts payable with the Ultimate Parent Company and the Parent Company represent the timing of income taxes and dividends within the affiliated group. In addition accounts payable to affiliated companies includes a payable for a dragline sold from the Parent Company to one of the unconsolidated mines.
The note receivable from Parent Company of $4,347 and $3,477 in 2013 and 2012, respectively, is a demand note with interest of 0.32% at December 31, 2013 and 0.23% at December 31, 2012.
14. Contingencies
Various legal and regulatory proceedings and claims have been or may be asserted against the Unconsolidated Mines relating to the conduct of their businesses, including environmental and other claims. These proceedings are incidental to the ordinary course of business of the Unconsolidated Mines. Management believes that it has meritorious defenses and will vigorously defend itself 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. Although the ultimate disposition of these proceedings is not presently determinable, management believes, after consultation with its legal counsel, that the likelihood is remote that material costs will be incurred in excess of accruals already recognized and would not have a significant impact on the Unconsolidated Mines’ financial position or results of operations.



25