1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-39643
ANKER COAL GROUP, INC.
(Exact Name Of Registrant As Specified in Its Charter)
Delaware 52-1990183
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2708 Cranberry Square
Morgantown, West Virginia 26508
----------------------------------------
(Address Of Principal Executive Offices)
(304) 594-1616
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate the number of outstanding shares of each of the registrant's
classes of common stock, as of the latest practicable date: Common Stock, $0.01
per share par value 7,083 shares (May 8, 2000)
2
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
JURISDICTION OF I.R.S. EMPLOYER ADDRESS AND TELEPHONE NUMBER
EXACT NAME OF REGISTRANT GUARANTOR INCORPORATION OR IDENTIFICATION OF REGISTRANT GUARANTOR'S
AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER PRINCIPAL EXECUTIVE OFFICES
--------------------------- ------------ ------ ---------------------------
Anker Energy Corporation Delaware 51-0217205 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Anker Group, Inc. Delaware 13-2961732 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Anker Power Services, Inc. West Virginia 55-0700346 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Anker Virginia Mining Company, Inc. Virginia 54-1867395 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Anker West Virginia Mining Company, Inc. West Virginia 55-0699931 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Bronco Mining Company, Inc. West Virginia 22-2094405 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Hawthorne Coal Company, Inc. West Virginia 55-0742562 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Heather Glen Resources, Inc. West Virginia 55-0746946 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Juliana Mining Company, Inc. West Virginia 55-0568083 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
King Knob Coal Co., Inc. West Virginia 55-0488823 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Marine Coal Sales Company Delaware 13-3307813 645 West Carmel Drive
Carmel, Indiana 46032
(317) 844-6628
Melrose Coal Company, Inc. West Virginia 55-0746947 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
New Allegheny Land Holding Company, Inc. West Virginia 31-1568515 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Patriot Mining Company, Inc. West Virginia 55-0550184 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Simba Group, Inc. Delaware 55-0753900 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Upshur Property, Inc. Delaware 95-4484172 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Vantrans, Inc. Delaware 22-2093700 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
Vindex Energy Corporation West Virginia 55-0753903 2708 Cranberry Square
Morgantown, West Virginia 26508
(304) 594-1616
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ANKER COAL GROUP, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
PART I
ITEM I. FINANCIAL STATEMENTS
Consolidated Statements of Operations - Three Months
Ended March 31, 2000 and 1999...........................................................1
Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999....................................................2
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 2000 and 1999...........................................................3
Notes to Consolidated Financial Statements.......................................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................................................4-8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................9
PART II
ITEM 1. LEGAL PROCEEDINGS.........................................................................................9
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................................................................9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...........................................................................9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................................9
ITEM 5. OTHER INFORMATION.........................................................................................9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................................................................9
SIGNATURE PAGES....................................................................................................10-28
NOTE CONCERNING FORWARD-LOOKING INFORMATION
This report contains statements which constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements include statements regarding our intent, belief or current
expectations for performance, our ability to continue to implement our business
plan or related industry developments. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties. Readers are further cautioned that our actual results,
levels of activity, performance or achievements, or industry results may differ
materially from those described or implied in the forward-looking statements as
a result of various factors, many of which are beyond our control. These factors
include, but are not limited to: general economic and business conditions; our
ability to continue to implement our business plan and achieve anticipated coal
production levels and cost savings; the availability of liquidity and capital
resources; our ability to secure new mining permits; changes in the coal
production and electricity generation industries; weather; adverse geologic
conditions; variations in coal seam thickness; variations in rock and soil
overlying the coal deposit; risks inherent in mining; a disruption in or an
increase in the cost of transportation services; renewal or non-renewal of our
long-term coal supply contracts; early modification or termination of our
long-term coal supply contracts; competition within the coal production and
electricity generation industries; regulatory uncertainties; price fluctuations;
and labor disruptions. In addition to these factors, our business is subject to
other risks. For a description of these risks, please see Amendment No. 2 to
Form S-4 (Registration No. 333-92067) filed with the Securities and Exchange
Commission on February 4, 2000.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANKER COAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
THREE MONTHS
ENDED
MARCH 31,
2000 1999
-------- --------
(unaudited)
Coal sales and related revenue $ 57,809 $ 56,952
Expenses:
Cost of operations and selling expenses 50,404 50,334
Depreciation, depletion and amortization 4,428 4,392
General and administrative 1,625 1,935
Financial restructuring fees 436 --
Non-recurring charges 158 --
-------- --------
Total expenses 57,051 56,661
-------- --------
Operating income 758 291
Interest (4,055) (3,625)
Other income, net 942 590
-------- --------
Loss before income taxes (2,355) (2,744)
Income tax benefit 150 200
-------- --------
Net loss (2,205) (2,544)
Less mandatorily redeemable preferred stock dividends (370) (352)
Less mandatorily redeemable preferred stock accretion (150) (150)
-------- --------
Net loss available to common stockholders $ (2,725) $ (3,046)
======== ========
The accompanying notes are an integral
part of the consolidated financial statements.
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ANKER COAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
MARCH 31, DECEMBER 31,
2000 1999
--------- ---------
(unaudited)
Current assets:
Cash and cash equivalents $ 5 $ 7
Accounts receivable:
Trade 19,640 21,696
Affiliates 56 41
Inventories 2,625 3,169
Current portion of long-term notes receivable 633 608
Prepaid expenses and other 2,635 2,593
Deferred income taxes 4,645 4,645
--------- ---------
Total current assets 30,239 32,759
Properties:
Coal lands and mineral rights 63,708 62,135
Machinery and equipment 72,255 72,199
--------- ---------
135,963 134,334
Less allowances for depreciation, depletion and amortization 41,199 37,956
--------- ---------
94,764 96,378
Other assets:
Assets held for sale 9,000 9,000
Advance minimum royalties 6,601 6,122
Goodwill, net of accumulated amortization of $4,488 and $4,094 in 2000
and 1999, respectively 19,601 19,995
Other intangible assets, net of accumulated amortization of $1,828 and $1,614
in 2000 and 1999, respectively 5,084 5,298
Notes receivable 3,085 3,102
Other assets 5,351 5,597
Deferred income taxes 852 702
--------- ---------
Total assets $ 174,577 $ 178,953
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable:
Trade $ 9,499 $ 9,932
Affiliates 515 667
Cash overdraft 47 83
Accrued interest 134 537
Accrued expenses and other 6,395 8,784
Accrued leasehold termination 3,138 3,726
Accrued reclamation expenses 2,486 3,502
Current maturities of long-term debt 2,143 2,309
--------- ---------
Total current liabilities 24,357 29,540
Long-term debt 165,023 161,489
Other liabilities:
Accrued reclamation expenses 16,874 16,913
Other 5,781 6,264
--------- ---------
Total liabilities 212,035 214,206
Commitments and contingencies -- --
Mandatorily redeemable preferred stock 27,116 26,596
Stockholders' deficit:
Preferred stock 23,000 23,000
Common stock -- --
Paid-in capital 52,486 52,486
Paid-in capital - common stock warrants -- --
Treasury stock (5,100) (5,100)
Accumulated deficit (134,960) (132,235)
--------- ---------
Total stockholders' deficit (64,574) (61,849)
--------- ---------
Total liabilities and stockholders' deficit $ 174,577 $ 178,953
========= =========
The accompanying notes are an integral
part of the consolidated financial statements.
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ANKER COAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS
ENDED
MARCH 31,
2000 1999
-------- --------
(UNAUDITED)
Cash flows from operating activities:
Net loss $ (2,205) $ (2,544)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation, depletion and amortization 4,428 4,392
Amortization of discount on senior notes 63 --
Amortization of unrealized gain on debt restructuring (608) --
Deferred taxes (150) --
Gain (loss) on sale of property, plant and equipment 15 (33)
Debt issuance costs related to debt restructuring 436 --
Changes in operating assets and liabilities:
Accounts receivable 2,041 5,215
Inventories, prepaid expenses and other 502 (3,262)
Advance minimum royalties (479) (967)
Accounts payable, accrued expenses and other (700) 1,028
-------- --------
Net cash provided by operating activities $ 3,343 $ 3,829
-------- --------
Cash flows from investing activities:
Purchases of properties $ (2,516) $ (2,858)
Proceeds from sales of property, plant and equipment 411 144
Payments received on notes receivable 17 411
Issuance of notes receivable (25) --
Other assets 130 (126)
-------- --------
Net cash used in investing activities $ (1,983) $ (2,429)
-------- --------
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt $ 25,305 $ 64,055
Principal payments on revolving line of credit and
long-term debt (26,007) (65,305)
Cash overdraft (36) 93
Debt issuance costs (624) (250)
-------- --------
Net cash used in financing activities $ (1,362) $ (1,407)
-------- --------
Decrease in cash and cash equivalents $ (2) $ (7)
Cash and cash equivalents at beginning of period 7 15
-------- --------
Cash and cash equivalents at end of period $ 5 $ 8
======== ========
The accompanying notes are an integral
part of the consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ACCOUNTING POLICIES
The unaudited interim consolidated financial statements of Anker Coal
Group, Inc. and its subsidiaries (the Company) presented herein have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for reporting on Form 10-Q and do not include all of the
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. In the
opinion of management, these consolidated financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position, results of operations and
cash flows. These unaudited interim consolidated financial statements should be
read in conjunction with the other disclosures contained herein and with our
audited consolidated financial statements and notes thereto contained in our
Form 10-K for the year ended December 31, 1999. Operating results for interim
periods are not necessarily indicative of results that may be expected for the
entire fiscal year.
The preparation of financial statements in conformity with generally
accepted accounting principles necessarily requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from these estimates.
2. INCOME TAXES
Income taxes are provided for financial reporting purposes based on
management's best estimate of the effective tax rate expected to be applicable
for the full calendar year.
3. INVENTORIES
Coal inventories are stated at the lower of average cost or market and
amounted to approximately $2.4 million and $2.9 million at March 31, 2000 and
December 31, 1999, respectively. Supply inventories are stated at the lower of
cost (first in, first out) or market and amounted to approximately $211,000 and
$241,000 at March 31, 2000 and December 31, 1999, respectively.
4. SUBSIDIARY GUARANTEES
Anker Coal Group, Inc. is a holding company with no assets other than
the investments in its subsidiaries. Our 14.25% Series B Second Priority Senior
Secured Notes Due 2007 (PIK (paid-in-kind) through April 1, 2000) are guaranteed
by all of our subsidiaries. Our subsidiaries are all wholly-owned subsidiaries
and have fully and unconditionally guaranteed the 14.25% notes on a joint and
several basis. Accordingly, we have determined that the presentation of
condensed financial information is not material to investors since all of our
subsidiaries guarantee the 14.25% notes.
5. COMMITMENTS AND CONTINGENCIES
We are a party to various lawsuits and claims incidental to our
business. While it is not possible to predict accurately the outcome of these
matters, except for matters previously disclosed by us, we do not believe that
these actions will have a material effect on the Company's consolidated
financial position, results of operations or cash flows.
6. RECLASSIFICATIONS
Certain amounts have been reclassified in prior year financial
statements to conform with current year presentations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Our cash and cash equivalents remained relatively constant from
December 31, 1999 to March 31, 2000. During the three month period ended March
31, 2000, we generated cash from our operations of $3.3 million. These funds
were provided primarily from cash generated by the collection of accounts
receivable of $2.0 million and net income before depreciation, depletion and
amortization of $2.2 million, offset by payments against accounts payable,
accrued expenses and other expenses of $700,000 and payments of royalties of
$479,000.
We used $2.0 million in our investing activities by purchasing $2.5
million of properties, offset by $540,000 generated from the sale of properties
and other assets.
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We used $1.4 million in our financing activities. These funds were
primarily used to make required principal payments of $536,000 on our term loan,
required payments of $166,000 on our other long-term debt and $624,000 of
financial restructuring fees.
LONG-TERM DEBT
We have two long-term debt facilities. The first is a loan and security
agreement dated November 21, 1998 with Foothill Capital Corporation, as agent,
and other lenders. Our loan agreement with Foothill provides us with a credit
facility of up to $55.0 million. This facility consists of a commitment for a
$40.0 million working capital revolver and a term loan with an original
principal amount of $15.0 million. Commitments under the credit facility will
expire in 2002. The credit facility is secured by substantially all of our
present and future assets.
Borrowing availability under the working capital revolver is limited to
85% of eligible accounts receivable and 65% of eligible inventory. Borrowings
under the revolver bear interest, at our option, at either 1% above the prime
interest rate or at 3 3/4% above the adjusted Eurodollar rate. The term loan
bears interest at 2 1/2% above the prime interest rate and is payable in monthly
installments of principal and interest through 2002.
The outstanding balance of the term loan was $12.9 million and $12.1
million as of December 31, 1999 and April 30, 2000, respectively. The decrease
in the outstanding balance of the term loan resulted from making the scheduled
monthly installment payments. As of April 30, 2000, we had no borrowings under
the working capital revolver. However, we did use the revolver during the
quarter from time to time, and the maximum outstanding balance of the revolver
during the period was $2.7 million. Availability under the working capital
revolver was approximately $17.2 million and $15.0 million as of December 31,
1999 and April 30, 2000, respectively. The decline in availability is
attributable to lower coal production and coal shipments and the exclusion from
our borrowing base of an additional $576,000 of an account receivable due to a
concentration limitation in our loan agreement. We are currently working with
Foothill to increase the concentration limitation for this and other accounts in
order to maximize our future borrowing availability. Future changes in coal
production and shipments and the resulting changes in inventory and accounts
receivable will impact future revolving credit availability.
The loan agreement with Foothill contains covenants that, among other
matters, restrict or limit our ability to pay interest and dividends, incur
indebtedness, acquire or sell assets and make capital expenditures. In
particular, the loan agreement requires that we maintain specified minimum
levels of earnings before interest, taxes, depreciation and amortization,
referred to as EBITDA, as defined in the loan agreement, during the term of the
loan. Beginning with the fiscal quarter ending March 31, 2000, and for each
subsequent fiscal quarter, we must have EBITDA of at least $12.0 million at the
end of each fiscal quarter for the immediately preceding four fiscal quarters.
For the four fiscal quarters ended March 31, 2000, our EBITDA, as defined in the
loan agreement, was $14.9 million.
In addition to the EBITDA requirement, the loan agreement with Foothill
prohibits us from making capital expenditures in any fiscal year in excess of
$12.0 million. The loan agreement also provides that, in order to advance funds
to the guarantors and us, the borrowers under the loan agreement must have
borrowing availability of at least $5.0 million after giving effect to the
advances and for the 30 days immediately preceding the advances. That borrowing
availability must be at least $10.0 million if the advanced funds are to be used
to prepay or purchase our 14.25% notes. As of April 30, 2000, borrowing
availability under the loan agreement was approximately $15.0 million. With
respect to the term loan, in addition to regularly scheduled installment
principal and interest payments, the loan agreement requires that we apply the
first $5.0 million of proceeds from designated asset sales to the repayment of
the term loan. As of April 30, 2000, no amounts had been applied to the $5.0
million requirement. Proceeds used to repay the term loan cannot be reborrowed.
Our second long-term debt facility is the indenture governing our
14.25% notes. As of April 30, 2000, the principal amount outstanding under our
14.25% notes was approximately $126.7 million, which includes approximately $8.4
million principal amount of our 14.25% notes which we issued in lieu of paying
the April 1, 2000 interest payment in cash. This $8.4 million is included in
long-term debt at March 31, 2000 in the consolidated balance sheet, reflecting
the nature of the April 1, 2000 transaction which issued additional debt for
this amount which was previously reflected as accrued interest. Additionally,
$3.8 million of what was previously recorded as accrued interest at December 31,
1999 was also reclassified as long-term debt. The indenture contains covenants
that restrict or limit our ability to, among other things, sell assets, pay
dividends, redeem stock and incur additional indebtedness. Under the indenture,
we may not sell assets unless we receive fair market value and at least 75% of
the consideration is in cash or assets to be used in our coal mining business.
The indenture also limits our ability to use asset sale proceeds. Specifically,
the indenture permits us to use the first $1.0 million of asset sale proceeds
for general corporate purposes. We may use proceeds in excess of $1.0 million
for permitted purposes, including retiring senior secured debt and making
capital expenditures. To the extent we do not use asset sale proceeds in excess
of $1.0
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million for permitted purposes, we must use 60% of those proceeds to redeem
notes. We may use the remaining 40% for general corporate purposes. The
indenture also prohibits us from making restricted payments, such as cash
dividends and stock redemptions, unless several requirements are met. Except for
permitted debt, which includes senior debt up to $55.0 million, debt existing as
of October 1, 1999, indebtedness represented by capital lease obligations,
mortgage financings or purchase money obligations, and other specified debt, the
indenture prohibits us from incurring additional indebtedness unless we meet a
fixed charge ratio test.
We are currently in compliance with the covenants and restrictions in
the loan agreement with Foothill, as discussed above, as well as the indenture
governing the 14.25% notes. In the event we were to fail to be in compliance
with any one or more of the covenants under our loan agreement with Foothill,
Foothill would have various rights and remedies which it could exercise,
including the right to (1) prohibit us from borrowing under the revolving credit
facility, (2) accelerate all outstanding borrowings and (3) foreclose on the
collateral securing the loan. Similarly, if we were not in compliance with the
covenants in the indenture, if we defaulted on a payment of our other senior
secured indebtedness or if our other senior secured indebtedness were
accelerated as a result of a default under that indebtedness, including the loan
agreement with Foothill, the trustee and the noteholders would have various
rights and remedies, including the right to call our outstanding notes and,
except as limited by the intercreditor agreement with Foothill, to foreclose on
the collateral that secures the 14.25% notes.
CAPITAL EXPENDITURES AND OTHER COMMITMENTS AND CONTINGENCIES
We previously budgeted approximately $6.7 million for capital
expenditures for 2000. We currently expect to make capital expenditures of
approximately $10.4 million in 2000, which exceeds our budget by $3.7 million.
Of this additional $3.7 million, $2.6 million relates to additional mine
development costs for our Barbour County operations. As discussed in our Form
10-K for the year ended December 31, 1999, our contract miner has encountered
adverse roof conditions in the areas which are being developed to reach the
western portion of our coal reserve in Barbour County. In order to access this
portion of our reserve and to properly develop the mainline entries for the
expected life of the mine, we must make these additional capital expenditures.
The remaining $1.1 million of the additional $3.7 million of capital
expenditures for 2000 relates to buyouts of leased equipment. We expect to pay
for all such additional expenditures from operating cash and borrowings under
our credit facilities.
We are required to pay advance minimum royalties under our coal leases.
Advance minimum royalties represent payments that we make as the coal lessee to
landowners for the right to mine coal from the landowners' property. We expect
to make advance minimum royalty payments under our current leases of
approximately $4.4 million in 2000; $3.5 million in 2001; $2.6 million in 2002;
$2.6 million in 2003; and $2.6 million in 2004.
We have various office and mining equipment operating lease agreements.
The minimum annual rentals for office and mining equipment, including amounts
accrued for leasehold termination costs, is expected to be approximately $7.2
million in 2000. Future minimum annual rentals for office and mining equipment,
including amounts accrued for leasehold termination costs, is currently expected
to be approximately $3.6 million in 2001; $1.8 million in 2002; $503,000 in
2003; and $265,000 in 2004.
FUTURE LIQUIDITY NEEDS AND DEBT SERVICE REQUIREMENTS
As noted in the report of our independent accountants for the year
ended December 31, 1999, we had significant losses from operations in 1999 and
1998, and we face significant future debt service requirements. Specifically,
beginning on October 1, 2000, we must pay all future interest payments on our
14.25% notes in cash. The interest payment on our 14.25% notes due on October 1,
2000 will be approximately $9.0 million. We have the option to raise up to $6.3
million of the funds needed for that purpose by selling additional 14.25% notes
to WLR Recovery Fund L.P. (formerly Rothschild Recovery Fund, L.P.). The price
of the notes issued to WLR Recovery Fund L.P. will be based on 95% of the
average closing bid price of the notes over a specified period of time prior to
October 1, 2000. WLR Recovery Fund L.P.'s agreement to purchase the additional
14.25% notes from us is subject to various conditions, including the absence of
a material adverse change in our financial condition, results of operations,
business, properties or prospects since October, 1999. As a result, we cannot be
sure that these funds will be available to us. We are and will continue to
evaluate whether or not to exercise this option. We will have to pay the portion
of the October 1, 2000 interest payment that is not covered by the sale of
additional new notes to WLR Recovery Fund L.P., and all interest payments after
October 1, 2000, from operating cash flow, borrowings under credit facilities,
asset sale proceeds or other sources.
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In 2001 we will be required to make debt service payments in excess of
$21.0 million. In order to meet these debt service obligations, we plan to
continue to implement our business plan as discussed in greater detail in our
Form 10-K for the year ended December 31, 1999. We believe that we will be able
to maintain the cost savings that have been achieved through the use of contract
miners at our deep mines, and that these cost savings will improve income from
operations (prior to depreciation, depletion and amortization) during the
remainder of 2000 and into 2001. Based on our current projections, we expect to
meet our debt service requirements in 2001 with cash flow from operations and
borrowings under our credit facilities. However, we cannot assure you that we
will be able to do this, and we may have to rely on asset sale proceeds and
other resources from third parties to meet these obligations. Our ability to pay
our debt service is subject to risks and uncertainties, including the risks and
uncertainties identified at the outset of this report, and our ability to
maintain cost savings and improve income from operations, to increase coal
production from our mining operations, and to sell assets.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999
COAL SALES AND RELATED REVENUES. Coal sales and related revenue were
$57.8 million for the first quarter ended March 31, 2000 compared to $57.0
million for the first quarter ended March 31, 1999, an increase of 1.4%. This
increase is the result of a $3.7 million increase in revenue generated from our
brokered coal operations in the first quarter of 2000 compared to the same
period in 1999. This additional revenue was achieved primarily through an
increase in the volume of brokered coal. The increase in brokered coal revenue
was, however, partially offset by a decline in revenues from our
company-produced and commission coal operations in the first quarter of 2000 as
compared to the first quarter of 1999. The decline in these revenues was
primarily due to lower sales volume.
Coal sales volume declined by approximately 70,000 tons to 2.5 million
tons for the quarter ended March 31, 2000, a decrease of 2.8% from the same
period in 1999. The decrease in coal sales volume is attributable to a 52,000
ton reduction in the sale of company-produced coal and a 108,000 ton decline in
the sale of commission coal, offset by a 90,000 ton increase in the sale of
brokered coal. The decrease in the sales volume of company-produced coal was due
to lower production, which was attributable primarily to the following:
o We are no longer producing coal from our Webster County mining
complex. During the first quarter of 1999, we produced
approximately 187,000 tons from this operation. Production from
our Webster County operation ceased in mid-1999 when the reserves
in the deep mine were exhausted.
o Tonnage levels at our Monongalia County surface operations were
119,000 tons lower in the first quarter of 2000. The decline in
production from this operation was the result of a planned
reduction in the production schedule due to adverse market
conditions. We have recently completed new sales contracts for our
Monongalia County operations and anticipate that coal production
from this operation for 2000 will increase from 1999 levels.
o Tonnage levels at our Barbour County deep mine were 85,000 tons
lower in the first quarter of 2000 due to poor roof conditions as
discussed in our Form 10-K for the year ended December 31, 1999.
Based on current geological information and the mine plan of our
contract miner, the roof conditions should begin to improve late
in the third quarter or early in the fourth quarter of 2000. If
the roof conditions improve as we currently anticipate, future
coal production at this operation should return to expected
levels. We cannot assure you that this will occur. If our contract
miner is unable to increase production from this mine, continued
lower-than-expected production could have an adverse effect on our
borrowing availability, liquidity, financial condition and results
of operations.
o Tonnage levels at our Raleigh County deep mine were nearly 66,000
tons lower in the first quarter of 2000 due to a planned reduction
in production. We reduced production in response to changing
geologic and market conditions and to more effectively mine our
remaining reserves. This operation will continue to produce at
lower production levels for its remaining life.
While we experienced reduced production at the mines as described above,
tonnage levels during the first quarter of 2000 as compared to the same period
in 1999 increased at our deep mine in Garrett County, Maryland and at our deep
mining operations in Upshur County, West Virginia. These increases partially
offset the production decreases discussed above.
COST OF OPERATIONS AND SELLING EXPENSES. The cost of operations and
selling expenses totaled $50.4 million for the first quarter ended March 31,
2000, compared to $50.3 million for the first quarter ended March 31, 1999, an
increase of 0.2%. The per ton cost of operations and selling expenses was $20.28
per ton shipped for the first quarter ended March 31, 2000
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compared to $19.71 per ton for the first quarter ended March 31, 1999, an
increase of 2.9%. The increase in the cost per ton of coal shipped is primarily
related to the 108,000 ton decline of commission coal shipped in the first
quarter of 2000 from that shipped in the first quarter of 1999. Because there
are no costs of operations associated with commission coal, a decline in the
tonnage of commission coal shipped causes the total per ton cost of coal to
increase. Adjusting for the tonnage of commission coal shipped in both quarters,
the cost per ton of operations and selling expenses for company-produced and
brokered coal for the quarter ended March 31, 2000 was $0.42 less than such
costs for the quarter ended March 31, 1999, a decrease of 1.7%.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization was $4.4 million for both the first quarter ended March 31, 2000
and the first quarter ended March 31, 1999.
OTHER OPERATING EXPENSES. Other operating expenses for the first
quarter ended March 31, 2000 were $2.2 million compared to $1.9 million for the
first quarter ended March 31, 1999. Included in other operating expenses are
general and administrative expenses, financial restructuring fees and
non-recurring charges. General and administrative expenses decreased 15.8%, from
$1.9 million for the first quarter ended March 31, 1999 to $1.6 million for the
same period in 2000. This decrease resulted from the elimination of certain
overhead costs associated with the use of contract miners at our deep mining
operations. Financial restructuring fees of $436,000 were recorded in the first
quarter ended March 31, 2000 related to the restructuring of our senior notes.
We also recorded $158,000 of non-recurring severance charges in the first
quarter of 2000 related to management changes.
INTEREST EXPENSE. Interest expense was $4.1 million for the first
quarter ended March 31, 2000 compared to $3.6 million for the first quarter
ended March 31, 1999, an increase of 13.9%. The increase in interest expense was
due to our financial restructuring. The additional interest related to the
financial restructuring was partially offset by a reduction in interest expense
recorded under our revolving credit facility.
OTHER INCOME. Other income includes interest, gain or loss on sale of
fixed assets, royalties and miscellaneous. Other income for the quarter ended
March 31, 2000 was approximately $942,000 compared to $590,000 for the same
quarter of 1999, an increase of approximately 59.7%. This increase is primarily
attributable to an increase in royalty income generated from coal properties we
lease to third parties.
INCOME TAXES. An income tax benefit of $150,000 was recorded for the
first quarter ended March 31, 2000 to reflect the expected utilization of net
operating loss carryforwards against taxable income resulting from the
recognition of cancellation of indebtedness income. A valuation allowance had
previously been established for such net operating loss carryforwards. An income
tax benefit of $200,000 was recorded for the first quarter ended March 31, 1999.
The income tax benefit, or provision, for the period is based on the effective
tax rate expected to be applicable for the full year. The Company has
established a full valuation allowance on the remaining net operating loss
carryforwards and capital loss carryforwards because the realization of these
assets is uncertain.
NET LOSS. For the first quarter ended March 31, 2000, our net loss was
$2.2 million compared to a net loss of $2.5 million for the first quarter ended
March 31, 1999, a decrease of approximately 12.0%.
DIVIDEND RESTRICTIONS AFFECTING SUBSIDIARIES
As of March 31, 2000, there were no restrictions affecting the ability
of the subsidiaries guaranteeing our notes to make distributions to us or other
subsidiaries, except for restrictions in our loan agreement with Foothill and
those restrictions provided by law generally, such as the requirement of
adequate capital to pay dividends under corporate law. The loan agreement with
Foothill provides that, in order to advance funds to us, the borrowers under the
loan agreement must have borrowing availability of at least $5.0 million after
giving effect to the advances of funds (or $10.0 million if advances are for
prepayment or purchases of our 14.25% notes). As of April 30, 2000, revolving
credit availability under the loan agreement was approximately $15.0 million.
Thus, the maximum amount which the borrowers could have advanced to us on that
date was approximately $10.0 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Information about market risks for the three-month period ended March
31, 2000 does not differ materially from that discussed in Item 7A of our Form
10-K for the year ended December 31, 1999.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material litigation has been filed against us during the three
months ended March 31, 2000. In addition, there were no material changes during
the first quarter in legal proceedings previously disclosed by us.
As discussed in our Form 10-K for the year ended December 31, 1999, we
had paid, in January 2000, $1.6 million in disputed premiums, interest and
penalties related to the Coal Industry Retiree Health Benefit Act.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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.
Exhibit number 27, Financial Data Schedule, is filed herewith.
(b) Reports on Form 8-K.
Form 8-K, dated February 16, 2000, reporting on Item 5, regarding the
resignation of our Treasurer and Chief Financial Officer.
Form 8-K, dated March 14, 2000, reporting on Item 5, regarding the
hiring of our Treasurer and Chief Financial Officer.
Form 8-K, dated March 29, 2000, reporting on Item 5, regarding our 1999
financial results.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANKER COAL GROUP, INC.
By: /s/ P. Bruce Sparks
--------------------------------
Title: President
By: /s/ David D. Struth
--------------------------------
Title: Treasurer
Dated: May 12, 2000
10
14
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.
ANKER ENERGY CORPORATION
By: /s/ P. Bruce Sparks
--------------------------------
Title: President
By: /s/ David D. Struth
--------------------------------
Title: Treasurer
Dated: May 12, 2000
11
15
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.
ANKER GROUP, INC.
By: /s/ P. Bruce Sparks
--------------------------------
Title: President
By: /s/ David D. Struth
--------------------------------
Title: Treasurer
Dated: May 12, 2000
12
16
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.
ANKER POWER SERVICES, INC.
By: /s/ Richard B. Bolen
--------------------------------
Title: President
By: /s/ David D. Struth
--------------------------------
Title: Treasurer
Dated: May 12, 2000
13
17
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.
ANKER VIRGINIA MINING COMPANY, INC.
By: /s/ A. Patrick Leedy
--------------------------------
Title: President
By: /s/ David D. Struth
--------------------------------
Title: Treasurer
Dated: May 12, 2000
14
18
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.
ANKER WEST VIRGINIA MINING COMPANY, INC.
By: /s/ Gerald Peacock
-----------------------------------
Title: President
By: /s/ David D. Struth
-----------------------------------
Title: Treasurer
Dated: May 12, 2000
15
19
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.
BRONCO MINING COMPANY, INC.
By: /s/ P. Bruce Sparks
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
16
20
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.
HAWTHORNE COAL COMPANY, INC.
By: /s/ Charles C. Dunbar
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
17
21
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.
HEATHER GLEN RESOURCES, INC.
By: /s/ Jeffrey P. Kelley
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
18
22
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.
JULIANA MINING COMPANY, INC.
By: /s/ Gerald Peacock
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
19
23
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.
KING KNOB COAL CO., INC.
By: /s/ David D. Struth
----------------------------------
Title: President and Treasurer
Dated: May 12, 2000
20
24
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.
MARINE COAL SALES COMPANY
By: /s/ Larry F. Kaelin
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
21
25
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.
MELROSE COAL COMPANY, INC.
By: /s/ David D. Struth
----------------------------------
Title: President and Treasurer
Dated: May 12, 2000
22
26
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.
NEW ALLEGHENY LAND HOLDING COMPANY, INC.
By: /s/ David D. Struth
-------------------------------------
Title: President and Treasurer
Dated: May 12, 2000
23
27
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.
PATRIOT MINING COMPANY, INC.
By: /s/ Gerald Peacock
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
24
28
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.
SIMBA GROUP, INC.
By: /s/ P. Bruce Sparks
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
25
29
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.
UPSHUR PROPERTY, INC.
By: /s/ Jeffrey P. Kelley
----------------------------------
Title: President
By: /s/ David D. Struth
----------------------------------
Title: Treasurer
Dated: May 12, 2000
26
30
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.
VANTRANS, INC.
By: /s/ David D. Struth
---------------------------------
Title: President and Treasurer
Dated: May 12, 2000
27
31
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.
VINDEX ENERGY CORPORATION
By: /s/ Gerald Peacock
-------------------------------
Title: President
By: /s/ David D. Struth
-------------------------------
Title: Treasurer
Dated: May 12, 2000
28