1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-Q
-------------------
(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, 2001
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 incorporation or organization) (I.R.S. Employer Identification No.)
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 ___
The Registrant has one class of common stock, par value $0.01 per
share. The number of shares of Registrant's common stock outstanding as of May
11, 2001 was 7.083.
2
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
JURISDICTION OF I.R.S. EMPLOYER ADDRESS AND TELEPHONE NUMBER OF
EXACT NAME OF REGISTRANT GUARANTOR INCORPORATION OR IDENTIFICATION 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
ii
3
ANKER COAL GROUP, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2001
TABLE OF CONTENTS
PART I
ITEM I. FINANCIAL STATEMENTS
Consolidated Statements of Operations - Three Months
Ended March 31, 2001 and 2000 ..........................................................1
Consolidated Balance Sheets -
March 31, 2001 and December 31, 2000....................................................2
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 2001 and 2000 .........................................................3
Notes to Consolidated Financial Statements.......................................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................................................5-12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................................12
PART II
ITEM 1. LEGAL PROCEEDINGS.........................................................................................13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................................................................13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...........................................................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................................13
ITEM 5. OTHER INFORMATION.........................................................................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................................................................13
SIGNATURE PAGES....................................................................................................14-32
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 implement our business plan and
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 implement our business plan, achieve anticipated coal production
levels and maintain 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; the ability of our
contract miners to perform their contractual obligations; a disruption or
increase in the cost of transportation services; early modification or
termination of our long-term coal supply contracts; renewal of coal supply
contracts; competition within the coal production and electricity generation
industries; government regulation and 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 Exhibit
99.2 to Form 8-K dated February 23, 2001 and filed with the Securities and
Exchange Commission on February 26, 2001.
iii
4
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,
2001 2000
---- ----
(unaudited)
Coal sales and related revenue $ 52,590 $ 57,809
Expenses:
Cost of operations and selling expenses 47,264 50,404
Depreciation, depletion and amortization 4,909 4,428
General and administrative 1,831 1,625
Financial restructuring fees 369 436
Non-recurring charges -- 158
-------- --------
Total expenses 54,373 57,051
-------- --------
Operating (loss) income (1,783) 758
Interest (4,371) (4,055)
Other income, net 1,022 942
-------- --------
Loss before income taxes (5,132) (2,355)
Income tax benefit -- 150
-------- --------
Net loss (5,132) (2,205)
Less mandatorily redeemable preferred stock dividends (388) (370)
Less mandatorily redeemable preferred stock accretion (150) (150)
-------- --------
Net loss available to common stockholders $ (5,670) $ (2,725)
======== ========
The accompanying notes are an integral
part of the consolidated financial statements.
1
5
ANKER COAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
MARCH 31, DECEMBER 31,
2001 2000
---- ----
(unaudited)
Current assets:
Cash and cash equivalents $ 5 $ 5
Accounts receivable:
Trade 19,178 18,753
Affiliates 1 2
Inventories 4,090 2,183
Current portion of long-term notes receivable 1,257 1,616
Prepaid expenses and other 2,613 2,949
Deferred income taxes 1,326 1,326
--------- ---------
Total current assets 28,470 26,834
Property, plant and equipment:
Coal lands and mineral rights 70,294 67,728
Machinery and equipment 74,907 74,825
--------- ---------
145,201 142,553
Less allowances for depreciation, depletion and amortization 55,469 51,379
--------- ---------
89,732 91,174
Other assets:
Assets held for sale 9,000 9,000
Advance minimum royalties 8,545 7,828
Goodwill, net of accumulated amortization of $6,292 and $5,852, respectively 17,797 18,237
Other intangible assets, net of accumulated amortization of $2,785 and $2,535, respectively 4,436 4,686
Notes receivable 2,105 2,167
Other assets 3,811 3,870
Deferred income taxes 3,396 3,396
--------- ---------
Total assets $ 167,292 $ 167,192
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable:
Trade $ 8,508 $ 8,890
Affiliates 327 533
Cash overdraft 2,491 1,317
Accrued interest 9,195 4,698
Accrued expenses and other 5,230 5,036
Accrued reclamation expenses 740 786
Current maturities of long-term debt 4,262 4,286
Current maturities of capital lease obligations 378 371
--------- ---------
Total current liabilities 31,131 25,917
Long-term debt:
Long-term debt 167,549 167,008
Capital lease obligations 1,163 1,260
--------- ---------
Total long-term debt 168,712 168,268
Other liabilities:
Accrued reclamation expenses 16,977 16,960
Other 5,072 5,515
--------- ---------
Total other liabilities 22,049 22,475
Commitments and contingencies -- --
Mandatorily redeemable preferred stock 29,211 28,673
Stockholders' deficit:
Preferred stock 23,000 23,000
Common stock (100,000 shares authorized; 7,083 shares issued and outstanding) -- --
Paid-in capital 52,486 52,486
Paid-in capital - common stock warrants -- --
Accumulated deficit (154,197) (148,527)
Treasury stock, at cost (5,100) (5,100)
--------- ---------
Total stockholders' deficit (83,811) (78,141)
--------- ---------
Total liabilities and stockholders' deficit $ 167,292 $ 167,192
========= =========
The accompanying notes are an integral
part of the consolidated financial statements.
2
6
ANKER COAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS
ENDED
MARCH 31,
2001 2000
---- ----
(unaudited)
Cash flows from operating activities:
Net loss $ (5,132) $ (2,205)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation, depletion and amortization 4,909 4,428
Amortization of discount on senior notes 63 63
Amortization of unrealized gain on debt restructuring (774) (608)
Deferred income taxes -- (150)
Gain (loss) on sale of property, plant and equipment (10) 15
Debt issuance costs related to debt restructuring 369 436
Provision for doubtful accounts 175 --
Changes in operating assets and liabilities:
Accounts receivable (424) 2,041
Inventories, prepaid expenses and other (1,746) 502
Advance minimum royalties (717) (479)
Accounts payable, accrued expenses and other 3,582 (700)
-------- --------
Net cash provided by operating activities $ 295 $ 3,343
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment $ (2,686) $ (2,516)
Proceeds from sales of property, plant and equipment 27 411
Payments received on notes receivable 451 17
Issuance of notes receivable (30) (25)
Other assets -- 130
-------- --------
Net cash used in investing activities $ (2,238) $ (1,983)
-------- --------
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term
Debt $ 40,649 $ 25,305
Principal payments on revolving line of credit and
long-term debt (39,428) (26,007)
Change in cash overdraft 1,174 (36)
Principal payments on capital leases (83) --
Debt issuance costs (369) (624)
-------- --------
Net cash used in financing activities $ 1,943 $ (1,362)
-------- --------
Decrease in cash and cash equivalents $ -- $ (2)
Cash and cash equivalents at beginning of period 5 7
-------- --------
Cash and cash equivalents at end of period $ 5 $ 5
======== ========
The accompanying notes are an integral
part of the consolidated financial statements.
3
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
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, 2000. 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 $3,910 and $1,994 at March 31, 2001 and December 31,
2000, respectively. Supply inventories are stated at the lower of cost (first
in, first out) or market and amounted to approximately $180 and $189 at March
31, 2001 and December 31, 2000, respectively.
4. SUBSIDIARY GUARANTEES
Anker Coal Group, Inc. is a holding company with no assets other than
the investments in its subsidiaries. The 14.25% Series B Second Priority Senior
Secured Notes Due 2007 (paid-in-kind through April 1, 2000) are guaranteed by
all of the Company's subsidiaries. These subsidiaries are all wholly-owned
subsidiaries and have fully and unconditionally guaranteed the 14.25% notes on a
joint and several basis. Accordingly, the presentation of condensed financial
information concerning these subsidiaries is not considered material to
investors.
5. COMMITMENTS AND CONTINGENCIES
As discussed in our Form 10-K for the year ended December 31, 2000, in
January 2001, the Company paid $280 in disputed premiums, interest and penalties
related to the United Mine Workers of America 1992 Benefit Plan. Additionally,
the Company has agreed to make four additional quarterly installments of
$73 each, including interest, beginning in April 2001 as settlement of its
liability for premiums, interest and penalties under the 1992 Benefit Plan.
The Company is a party to various lawsuits and claims incidental to its
business. While it is not possible to predict accurately the outcome of these
matters, management does not believe that these actions will have a material
effect on the Company's consolidated financial position, results of operations
or cash flows.
6. SUBSEQUENT EVENTS
On April 12, 2001, the Company completed an exchange offer whereby
holders of its outstanding 14.25% notes tendered $34,207 in aggregate principal
amount of such notes in exchange for 34,207 shares of Class E convertible
preferred stock.
4
8
As part of this exchange, the Company entered into an amendment of the
Foothill Loan Agreement under which the lenders (i) consented to the
transactions contemplated by the exchange and (ii) reduced the excess
availability requirement for making intercompany loans to Anker Coal Group, Inc.
and other guarantors of the Company's 14.25% notes, including intercompany loans
to pay interest on such notes, from $5,000 to $2,500 for the period from March
13, 2001 through November 1, 2001. The amendment also imposed an additional
temporary EBITDA covenant upon the Company for the three month periods ending
June 30, 2001 through October 31, 2001.
The Company also, as part of the exchange, took the following actions
prior to, or coincident with, the exchange offer; (i) cancelled its Class C
preferred stock; (ii) amended and restated its certificate of incorporation to
increase its authorized capital stock, established the Class E convertible
preferred stock and effected a 1 for 1,000 reverse stock split of its
outstanding common stock; (iii) amended and restated its certificates of
designation for its Class A, Class B and Class D preferred stock; (iv) paid the
interest that had accrued since October 1, 2000 on all notes tendered in the
exchange; and (v) paid the interest previously due on April 2, 2001 with respect
to the unexchanged notes.
7. 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
THE APRIL 2001 RESTRUCTURING
In January, 2001, we were contacted by WL Ross & Co. LLC, an investment
manager of WLR Recovery Fund L.P. (formerly known as Rothschild Recovery Fund,
L.P.) to discuss a possible exchange of a portion of our 14.25% Series B notes.
At that time, WLR Recovery Fund L.P. owned approximately 40% of our notes. As a
result of those discussions, and the events affecting our operating performance
in the fourth quarter of 2000 and the first quarter of 2001 as discussed in our
Form 10-K for the year ended December 31, 2000, we initiated an offer, on
February 23, 2001, to exchange up to approximately $38.0 million aggregate
principal amount of our notes (30% of the $126.7 million principal amount of
notes then outstanding) for new Class E preferred stock. The requirement to make
interest payments on our 14.25% notes had significantly impacted our liquidity
and limited our operating flexibility, and had substantially reduced our ability
to grow or replenish our production base. The purpose of the exchange offer was
to strengthen our balance sheet and improve our cash flow with potential
interest expense savings.
On April 12, 2001, we completed the exchange offer. Holders of our
outstanding 14.25% notes tendered $34.2 million in aggregate principal amount of
our notes in exchange for 34,207 shares of our Class E convertible preferred
stock. Each share of Class E preferred stock has a liquidation preference of
$1,000. The Class E preferred stock is convertible into 99.99% of our fully
diluted common stock as of the effective date of the exchange. The holders of
the Class E preferred stock will have the right and power to vote, on an
as-converted basis, on any matters upon which the common stockholders are
entitled to vote. Dividends will accrue on the Class E preferred stock at a rate
of 14.25% per annum. Dividends are payable quarterly in arrears, in cash, or at
our option, in shares of Class E preferred stock valued at the liquidation
preference of such shares. In accordance with the terms of the exchange offer,
we
o entered into an amendment to our Foothill Loan Agreement under
which Foothill and the other senior lenders (i) consented to
the transactions contemplated by the exchange offer and (ii)
reduced the excess availability requirement for making
intercompany loans to Anker Coal Group, Inc. and other
guarantors of our 14.25% notes, including intercompany loans
to pay interest on such notes, from $5.0 million to $2.5
million for the period from March 13, 2001 through November 1,
2001. Under the amendment, Foothill and the other senior
lenders also imposed an additional temporary EBITDA covenant.
Under this covenant, our
5
9
EBITDA, as defined in the loan agreement, at the end of June,
July, August, September and October 2001 for the immediately
preceding three months must equal or exceed the amounts set
forth below:
Preceding
Three Month
Month Ending EBITDA
------------ ------
(Dollars in Thousands)
June 30, 2001 $3,435
July 31, 2001 $4,005
August 31, 2001 $4,381
September 30, 2001 $4,721
October 31, 2001 $4,882
o paid, on April 12, 2001, the interest that had accrued since
October 1, 2000 on all of the notes that were tendered in the
exchange offer;
o paid, on April 12, 2001, the interest payment previously due
on April 2, 2001 with respect to the unexchanged notes;
o amended and restated our certificate of incorporation to
increase our authorized capital stock, establish the Class E
convertible preferred stock and effect a 1 for 1,000 reverse
stock split of our outstanding common stock;
o amended and restated the certificates of designation for our
Class A preferred stock, Class B preferred stock and Class D
preferred stock; and
o cancelled our Class C preferred stock.
THE IMPACT OF THE RESTRUCTURING AND FUTURE DEBT SERVICE REQUIREMENTS
As a result of the consummation of the exchange offer, $34.2 million of
our 14.25% notes were exchanged for 34,207 shares of our Class E convertible
preferred stock. Dividends are payable on the preferred stock at a rate of
14.25% per annum, quarterly in arrears, in cash or, at our option, in shares of
Class E preferred stock at the liquidation value of such shares. In addition, as
a result of this exchange, our annual interest expense will decline by
approximately $3.5 million in 2001 and approximately $4.9 million per year
beginning in 2002.
We expect to record this exchange in accordance with FAS 15 "Accounting
by Debtors and Creditors for Troubled Debt Restructurings" in the second quarter
of 2001. Accordingly, the carrying value of our 14.25% notes will be reduced by
the fair market value of the Class E preferred stock which is being determined
by an independent valuation. The carrying value of our 14.25% notes is comprised
of the principal amount of such notes, the unamortized deferred gain related to
the previous restructuring and any capitalized costs related to such notes. The
cash flows (undiscounted principal plus interest) of the remaining debt
obligation will then be compared to the remaining carrying value of the 14.25%
notes. If the cash flows exceed such carrying value, no further adjustment is
made to the carrying value. If the cash flows are less than the remaining
carrying value, a gain is recorded and the carrying value is adjusted downward
to reflect the cash flow amount. Additionally, all future cash payments would
reduce the carrying value and no interest expense would be recorded. We expect
that the cash flows of the debt obligation will significantly exceed the
carrying value of the notes due to the interest payments to be made on such
notes. Therefore, we expect that the fair market value of the preferred stock
will reduce the carrying value of the 14.25% notes and that no further
adjustment will be made to the carrying value of the notes as a result of this
transaction.
Even after giving effect to the exchange offer, we will continue to
have significant future debt service requirements, including an October 1, 2001
interest payment under our remaining 14.25% notes in the amount of approximately
$6.6 million. Our debt service in 2001 under our 14.25% notes and the Foothill
loan agreement will be approximately $21.2
6
10
million. In 2002, we will be required to make debt service payments related to
the remaining 14.25% notes and the Foothill loan agreement of approximately
$18.3 million (excluding a $6.6 million balloon payment due at the maturity of
the original term loan on December 1, 2002). In order to meet these debt service
obligations, we plan to continue to implement our business plan, as more fully
described in our Form 10-K for the year ended December 31, 2000. Our only
capital resources to make these debt service payments will be available funds
under the Foothill loan agreement, cash from operations and asset sales, if any.
Our ability to make our debt service payments is subject to risks and
uncertainties, including the risks and uncertainties identified at the outset of
this report.
CASH FLOWS
Our cash and cash equivalents remained constant from December 31, 2000
to March 31, 2001. During the three month period ended March 31, 2001, we
generated cash from our operations of $295,000. These funds were provided
primarily from cash generated from net income before depreciation, depletion,
amortization, non-cash provisions for doubtful accounts and debt issuance costs.
We used approximately $2.2 million in our investing activities. These
funds were used principally to purchase $2.7 million of property, plant and
equipment, and were partially offset by the collection of $451,000 of notes
receivable.
We generated approximately $1.9 million of cash from our financing
activities. These funds were provided by approximately $3.4 million of
borrowings and a cash overdraft under our credit facility and were partially
offset by required principal payments of $536,000 on our term loan, required
principal payments of $420,000 on our supplemental term loan, required principal
payments of $83,000 under our capital lease obligations and $369,000 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 2005. The Foothill credit facility is secured by substantially all of
our present and future assets.
In September 2000, we entered into an amendment to the Foothill loan
agreement under which the lenders agreed to provide us with a $6.3 million
supplemental term loan to be used to fund, in part, the October 1, 2000 interest
payment due on our 14.25% notes. We elected to use this supplemental facility to
fund the October 1, 2000 interest payment rather than exercising our option to
issue additional 14.25% notes to WLR Recovery Fund L.P. (successor to Rothschild
Recovery Fund, L.P.). This supplemental term loan was provided to us within the
$40.0 million limit of the working capital revolver, and did not increase the
maximum borrowing amount of $55.0 million under the Foothill loan agreement.
Accordingly, the maximum amount of the working capital revolver has been reduced
by $6.3 million from $40.0 million to $33.7 million. The maximum amount of the
revolver will be restored as principal payments under the supplemental term loan
are made. The supplemental term loan was advanced to us on October 2, 2000, the
date on which the October 1, 2000 interest payment was due under our 14.25%
notes.
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 original term
loan bears interest at 2 1/2% above the prime interest rate. This term loan is
payable in monthly installments of principal of approximately $179,000, plus
interest, through November 2002 and in a final balloon payment due on December
1, 2002 in an amount that will equal the then remaining principal balance of the
term loan (which we estimate will be approximately $6.6 million). The
supplemental term loan bears interest at 2 1/2% above the prime interest rate
and is payable in monthly installments of principal and interest starting on
January 1, 2001 and continuing through December 1, 2003. The scheduled monthly
principal payment under the supplemental term loan is $140,000 from January 1,
2001 through June 1, 2002 and $210,000 from July 1, 2002 through December 1,
2003.
7
11
The following table sets forth the amounts outstanding and borrowing
availability under our loan agreement with Foothill as of the dates shown below:
SUPPLEMENTAL REVOLVING REVOLVING
ORIGINAL TERM CREDIT CREDIT
DATE TERM LOAN LOAN BORROWINGS AVAILABILITY
---- --------- ---- ---------- ------------
(DOLLARS IN MILLIONS)
12/31/00 $10.7 $6.3 $ -- $13.8
03/30/01 10.2 5.9 2.3 13.1
04/30/01 10.0 5.7 13.0 5.1
05/10/01 9.8 5.6 14.2 4.0
The decrease in the outstanding principal balance of the original term
loan and supplemental term loan resulted from making the scheduled monthly
installment payments. The increase in revolving credit borrowings and decline in
revolving credit availability from March 30, 2001 to May 10, 2001 were primarily
due to the borrowing we made to fund the interest payment on our 14.25% notes on
April 12, 2001 and, to a lesser extent, lower coal production. Future changes in
coal production and the resulting changes in coal inventory and accounts
receivable will impact future revolving credit availability. Reductions in our
borrowing base materially reduces our liquidity.
As discussed below, until November 1, 2001, in order for the borrowers
under the Foothill Loan Agreement to make intercompany loans to the guarantors,
including to Anker Coal Group, Inc. to pay interest on our 14.25% notes, the
borrowers must have borrowing availability of at least $2.5 million after giving
effect to the intercompany loan and for the 30 days immediately preceding such
loan. On November 2, 2001, the availability requirement increases to $5.0
million. On May 2 and 3, 2001, revolving credit availability under the Foothill
Loan Agreement dropped below $2.5 million. We have requested that Foothill and
the other lenders waive this default and amend the loan agreement to permit the
borrowers to make intercompany loans to the guarantors up to a maximum aggregate
amount of $450,000 through the first week of July 2001, even if availability
declines below $2.5 million. While we expect Foothill and the other lenders will
approve the waiver and amendment, we have not received their approval as of the
date of this report. As discussed in "--Results of Operations" below, we expect
coal production to begin to increase from our Barbour and Upshur County mining
operations during the second quarter. As our coal production increases,
borrowing availability under the Foothill Loan Agreement should also begin to
increase.
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, 2001, our EBITDA, as defined in the
loan agreement, was $20.4 million. We are also required to meet an additional
temporary EBITDA requirement that was added to the loan agreement pursuant to
the amendment entered into in connection with the exchange offer as discussed
above under "The April 2001 Restructuring".
In addition to the EBITDA requirements, 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. The
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. The amendment entered into in
connection with the exchange offer temporarily reduced the $5.0 million
borrowing availability requirement to $2.5 million. The temporary reduction in
the borrowing availability requirement is in effect for the period from March
13, 2001 through November 1, 2001. As of May 10, 2001, borrowing availability
under the loan agreement, after the April 2001 semi-annual interest payment on
our notes was made, was approximately $4.0 million. Thus, the maximum amount of
intercompany loans which the borrowers could have advanced to the guarantors on
that date, based on the temporary reduction relating to the excess availability
requirement, was approximately $1.5 million, although the borrowers were
prohibited from making such loans on that date as a result of the decline in
availability as described above.
With respect to the original 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
8
12
the original term loan. As of April 30, 2001, no amounts had been applied to
this requirement. Proceeds used to repay the original term loan cannot be
reborrowed.
Our second long-term debt facility is the indenture governing our
14.25% notes. As of December 31, 2000, the principal amount outstanding under
our 14.25% notes was approximately $126.7 million. After giving effect to the
exchange offer completed on April 12, 2001, the principal balance outstanding
under our 14.25% notes was approximately $92.5 million. 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 million for permitted purposes, we must use 60% of
those proceeds to redeem notes at a purchase price equal to the principal amount
thereof plus accrued and unpaid interest and liquidated damages, if any. 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.
Except for the defaults regarding intercompany loans described above,
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 currently expect to make capital expenditures of approximately $4.9
million in 2001, exclusive of buyouts of leased equipment. We expect to pay for
all such 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 $3.3 million in 2001; $2.4 million in 2002; $2.4 million in 2003;
$2.4 million in 2004; and $2.4 million in 2005.
We have various office and mining equipment operating lease agreements.
The minimum annual rentals for office and mining equipment is expected to be
approximately $2.5 million in 2001. Future minimum annual rentals for office and
mining equipment is currently expected to be approximately $1.9 million in 2002;
$410,000 in 2003; and $270,000 in 2004.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2000
COAL SALES AND RELATED REVENUES. Coal sales and related revenue were
$52.6 million for the quarter ended March 31, 2001 compared to $57.8 million for
the quarter ended March 31, 2000, a decrease of 9.0%. This decrease is the
result of a $5.7 million decline in revenue generated from our company-produced
coal operations in the first quarter of 2001 compared to the same period in
2000. This decrease in revenue was attributable to a 17.7% decline in the sales
volume of company-produced coal, which was partially offset by a 1.4% increase
in the sales prices per ton for company-produced coal. The decline in coal sales
and related revenue was partially offset by slight increases in revenues from
our brokered coal
9
13
operations, ash disposal services, and shipments of waste coal and blended fuel
from our Monongalia County operations in the first quarter of 2001 as compared
to the first quarter of 2000. The increase in these revenues resulted from
modest improvements in both pricing and volume.
Coal sales volume declined by approximately 229,000 tons to 1.8 million
tons for the quarter ended March 31, 2001, a decrease of 11.1% from the same
period in 2000. The decrease in coal sales volume is attributable to a 238,000
ton reduction in the sale of company-produced coal, offset by a 9,000 ton
increase in the sale of brokered coal. The decrease in the sales volume of
company-produced coal was due to lower coal production, which was attributable
primarily to the following:
o Tonnage levels at our Barbour County deep mine were 175,000
tons lower in the first quarter of 2001 due to the cessation
of production to develop the Upper Kittanning seam. As
previously disclosed in our Form 10-K for the year ended
December 31, 2000, the underground slope to access the Upper
Kittanning seam has been completed and the development work to
prepare this seam for full coal production is continuing. We
currently expect that production from this deep mine will
gradually increase during 2001 and that we will produce
tonnage during 2001 similar to that produced from this
operation during 2000. If we are 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 Upshur County deep mines were
approximately 45,000 tons lower in the first quarter of 2001
as a result of lower-than-expected clean coal recovery from
these mines. With respect to our Spruce Mine No. 2 in Upshur
County, we currently expect that the clean coal recovery, and
hence production, from this mine will improve as the
production units advance under a stream and the reserves on
the other side of the stream are developed. Continued
lower-than-expected clean coal recovery or clean coal
production could have an adverse effect on our borrowing
availability, liquidity, financial condition and results of
operations.
While we experienced reduced production at the mines as described above,
tonnage levels during the first quarter of 2001 as compared to the same period
in 2000 increased at our deep mine in Raleigh County, West Virginia, and at our
surface mines in Monongalia 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 $47.3 million for the quarter ended March 31, 2001,
compared to $50.4 million for the quarter ended March 31, 2000, a decrease of
6.2%. This decrease resulted primarily from the lower coal sales volume.
Although our cost of operations and selling expenses declined in the aggregate,
the per ton cost of operations and selling expenses for company-produced and
brokered coal increased 5.5% from $24.39 per ton shipped for the quarter ended
March 31, 2000 compared to $25.72 per ton for the quarter ended March 31, 2001.
The increase in the cost per ton of coal shipped is primarily related to the
lower clean coal recovery at our Upshur County operations as discussed above.
Lower clean coal recovery has resulted in lower saleable tons and thus, higher
costs per ton. The lower clean coal recovery is a direct result of the adverse
geologic conditions encountered at these operations, including a thin clay seam
and out-of-seam dilution, both of which were unexpected. Additionally, these
adverse geologic conditions have caused productivity to decline which has
contributed to the increase in the cost per ton of operations and selling
expenses. Based on current geologic information and mine plans, we anticipate
that these geologic conditions will improve during the second quarter and that
we should be able to work our way through these conditions by the end of the
second quarter.
As discussed in our Form 10-K for the year ended December 31, 2000, on
March 30, 2001, the contract miner for the Sentinel Mine in Barbour County and
the Spruce Mine No. 1 in Upshur County notified us that it was ceasing
operations at both mines. We took over these operations and resumed production
on April 2, 2001. Consistent with our business plan to use contract miners at
our deep mines, we are evaluating the use of contract miners at each of these
mines. During the second quarter of 2001, we expect to incur higher operating
costs in these mines primarily as a result of increased labor costs necessary to
attract and retain skilled miners and increased repair and maintenance expenses.
We expect coal production will begin to increase in the Sentinel Mine after the
development work in the Upper Kittanning seam is completed. This development
work is currently expected to be completed in late May 2001. We also anticipate
coal production in the Spruce Mine No. 1 should begin to increase toward the end
of the second quarter as we move out of areas in which we are experiencing
adverse geologic conditions. As coal production from these mines increases, our
per ton costs of operations should begin to decline.
10
14
In an effort to maximize the recovery of our coal reserves in our Baybeck Mine
in Raleigh County, we have been working with our contract miner and our customer
to develop and mine areas of the reserve that contain lower mining heights.
Currently, the contract miner for this deep mine is only required to mine coal
reserves that exceed a specified mining height. Because it is more costly to
mine thinner coal, the per ton cost for contract mining services to develop and
mine these areas will increase. To offset these additional mining costs, we have
been in discussions with our customer regarding increasing the sales price for
the coal produced from the Baybeck Mine. If we are successful in developing
areas of the mine that contain thinner reserves, we expect to incur higher
operating costs, but that all or some portion of these additional costs may be
offset by an increase in price. As a result of a recent unexpected thinning of
the coal seam in one area of this mine, if we are unable to reach an agreement
regarding price with our contract miner and our customer, the coal reserves for
this mine could be exhausted by June 30, 2001.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization was $4.9 million for the quarter ended March 31, 2001 compared to
$4.4 million for the quarter ended March 31, 2000. This increase is primarily
the result of additional depreciation recorded in the quarter on the $3.2
million of assets acquired in late December, 2000 under capital lease and other
financing arrangements.
OTHER OPERATING EXPENSES. Other operating expenses for both the quarter
ended March 31, 2001 and March 31, 2000 were $2.2 million. Included in other
operating expenses are general and administrative expenses, financial
restructuring fees and non-recurring charges. General and administrative
expenses, exclusive of a charge of $175,000 recorded as an additional allowance
for doubtful notes receivable and advances made to one of our contract miners,
increased less than $100,000 from approximately $1.6 million for the quarter
ended March 31, 2000 to approximately $1.7 million for the same period in 2001.
Financial restructuring fees of $369,000 were recorded in the quarter ended
March 31, 2001 related to our April 2001 restructuring compared to $436,000 of
such costs recorded in the quarter ended March 31, 2000 related to the October
1999 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 $4.4 million for the quarter
ended March 31, 2001 compared to $4.1 million for the quarter ended March 31,
2000, an increase of 7.3%. The increase in interest expense was primarily due to
interest recorded on the $8.4 million of notes issued on April 1, 2000
representing interest paid-in-kind on such date. We also incurred interest
expense on the debt outstanding under our supplemental term loan in the first
quarter of 2001 that was not outstanding during the prior year period. Interest
expense also increased as a result of additional interest expense under capital
lease obligations and other financing arrangements related to the acquisition of
mining equipment bought out from operating leases in late December 2000 and
higher outstanding borrowings under our revolving credit facility, despite lower
interest rates in the last half of the current quarter compared to the same
period of 2000.
OTHER INCOME. Other income includes income from the sale of commission
coal, interest, gain or loss on sale of fixed assets, royalties and
miscellaneous. Other income for the quarter ended March 31, 2001 was
approximately $1.0 million compared to approximately $940,000 for the same
quarter of 2000, an increase of approximately 6.4%.
INCOME TAXES. We did not record an income tax benefit for the quarter
ended March 31, 2001. An income tax benefit of $150,000 was recorded for the
quarter ended March 31, 2000. The income tax benefit, or provision, for the
period is based on the effective tax rate expected to be applicable for the full
year. Management has established a valuation allowance for deferred tax assets
where it is more likely than not that all or some portion of the deferred tax
assets will not be realized.
NET LOSS. For the quarter ended March 31, 2001, our net loss was
approximately $5.1 million compared to a net loss of $2.2 million for the
quarter ended March 31, 2000. Of this $2.9 million additional net loss, $2.5
million resulted from operations, $320,000 was due to additional interest
expense and $150,000 resulted from a reduced tax benefit. These amounts
increased our net loss in 2001 compared to 2000 and were offset by an increase
of $80 in other income.
DIVIDEND RESTRICTIONS AFFECTING SUBSIDIARIES
As of March 31, 2001, there were no restrictions affecting the ability
of the subsidiaries guaranteeing our 14.25% 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 and the other
guarantors, 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
11
15
are for prepayment or purchases of our 14.25% notes). This requirement related
to the borrowing availability was temporarily reduced to $2.5 million as a
result of our April 2001 restructuring. The temporary reduction is in effect for
the period from March 13, 2001 through November 1, 2001. As of May 10, 2001,
revolving credit availability under the loan agreement was approximately $4.0
million. Thus, the maximum amount of intercompany loans which the borrowers
could have advanced to the guarantors on that date, based on the temporary
reduction relating to the excess availability requirement, was approximately
$1.5 million, although the borrowers were prohibited from making such loans on
that date as a result of availability declining below $2.5 million as
described in "--Liquidity and Capital Resources--Long-Term Debt" above.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Information about market risks for the three-month period ended March
31, 2001 does not differ materially from that discussed in Item 7A of our Form
10-K for the year ended December 31, 2000.
12
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material litigation has been filed by or against us during the three
months ended March 31, 2001. 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, 2000, we
had paid, in January 2001, $280,000 in disputed premiums, interest and penalties
related to the United Mine Workers of America 1992 Benefit Plan. Additionally,
we have agreed to make four additional quarterly installments of $73,000 each,
including interest, beginning in April 2001 as settlement of our liability for
premiums, interest and penalties under the 1992 Benefit Plan.
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.
None.
(b) Reports on Form 8-K.
The Company filed five reports on Form 8-K in the first quarter of
2001. The date of each report, the items reported and the financial
statements filed, if any, with each report are listed below:
Form 8-K, dated January 10, 2001, reporting on Item 5, regarding our
plans for our Sentinel Mine.
Form 8-K, dated January 24, 2001, reporting on Item 5, regarding our
agreement to a debt-for-equity swap.
Form 8-K, dated February 23, 2001, reporting on Item 5, regarding our
offer to exchange debt for equity.
Form 8-K, dated March 20, 2001, reporting on Item 5, regarding our
agreement with Foothill Capital Corporation to amend our loan
agreement.
Form 8-K, dated March 26, 2001, reporting on Item 5, regarding our
extending the exchange offer.
13
17
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 15, 2001
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 ENERGY CORPORATION
By: /s/ P. Bruce Sparks
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
ANKER GROUP, INC.
By: /s/ P. Bruce Sparks
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
ANKER POWER SERVICES, INC.
By: /s/ Richard B. Bolen
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
ANKER VIRGINIA MINING COMPANY, INC.
By: /s/ Gerald Peacock
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
ANKER WEST VIRGINIA MINING COMPANY, INC.
By: /s/ Gerald Peacock
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
BRONCO MINING COMPANY, INC.
By: /s/ P. Bruce Sparks
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
HAWTHORNE COAL COMPANY, INC.
By: /s/ Charles C. Dunbar
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
HEATHER GLEN RESOURCES, INC.
By: /s/ Jeffrey P. Kelley
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
JULIANA MINING COMPANY, INC.
By: /s/ Gerald Peacock
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
KING KNOB COAL CO., INC.
By: /s/ David D. Struth
----------------------------------
Title: President and Treasurer
Dated: May 15, 2001
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.
MARINE COAL SALES COMPANY
By: /s/ Larry F. Kaelin
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
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.
MELROSE COAL COMPANY, INC.
By: /s/ David D. Struth
----------------------------------
Title: President and Treasurer
Dated: May 15, 2001
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.
NEW ALLEGHENY LAND HOLDING COMPANY, INC.
By: /s/ David D. Struth
----------------------------------
Title: President and Treasurer
Dated: May 15, 2001
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.
PATRIOT MINING COMPANY, INC.
By: /s/ Gerald Peacock
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
28
32
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 15, 2001
29
33
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 R. Kelley
--------------------------
Title: President
By: /s/ David D. Struth
--------------------------
Title: Treasurer
Dated: May 15, 2001
30
34
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 15, 2001
31
35
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 15, 2001
32