UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | November 7, 2013 |
JAMES RIVER COAL COMPANY
(Exact Name of Registrant as Specified in Charter)
|
Virginia |
000-51129 |
54-1602012 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
901 E. Byrd Street, Suite 1600, Richmond, Virginia |
23219 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (804) 780-3000 |
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company today issued a press release, attached as Exhibit 99.1 hereto, regarding its results of operations for the third quarter ended September 30, 2013.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company will hold a conference call today regarding its results of operations for the third quarter ended September 30, 2013. Materials to be discussed in the conference call are attached as Exhibit 99.2 hereto.
The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
FORWARD-LOOKING STATEMENTS: Certain statements in this Form 8-K are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Forward looking statements include, without limitation, statements regarding future sales and contracting activity and projected fuel escalators. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: our cash flows, results of operation or financial condition; the ability to consummate financing transactions, including transactions to increase liquidity, or acquisition, or disposition transactions, and the effect thereof on our business; governmental policies, regulatory actions and court decisions affecting the coal industry or our customers’ coal usage; legal and administrative proceedings, settlements, investigations and claims; our ability to obtain and renew permits necessary for our existing and planned operation in a timely manner; environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy; inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage; our production capabilities; availability of transportation; our ability to timely obtain necessary supplies and equipment; market demand for coal, electricity and steel; competition, including competition from alternative sources such as natural gas; our relationships with, and other conditions affecting, our customers; employee workforce factors; our assumptions concerning economically recoverable coal reserve estimates; future economic or capital market conditions; our plans and objectives for future operations and expansion or consolidation; and the other risks detailed in our reports filed with the Securities and Exchange Commission (SEC). Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press release dated November 7, 2013 for the third quarter ended September 30, 2013 earnings |
| 99.2 | Discussion materials for November 7, 2013 conference call |
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 hereunto duly authorized.
| JAMES RIVER COAL COMPANY | ||
| (Registrant) | ||
| By: | /s/ Samuel M. Hopkins II | |
| Samuel
M. Hopkins II Vice President and Chief Accounting Officer | ||
Date: November 7, 2013
James River Coal Company Reports Third Quarter 2013 Operating Results
RICHMOND, Va., Nov. 7, 2013 /PRNewswire/ -- James River Coal Company (NASDAQ: JRCC), today announced that it had net loss of $25.5 million or $0.73 per diluted share for the third quarter of 2013 and net loss of $15.0 million or $0.43 per diluted share for the nine months ended September 30, 2013. Third quarter and the nine months ended September 30, 2013 results include $23.9 million or $0.68 per share and $125.1 million or $3.58 per share, respectively, of pre-tax gain related to the Exchange Transactions. The 2013 results are compared to net loss of $20.6 million or $0.59 per diluted share for the third quarter of 2012 and net loss of $62.0 million or $1.78 per diluted share for the nine months ended September 30, 2012. Included in the third quarter and nine months ended September 30, 2012 results is a gain of $22.2 million from the repurchase of outstanding notes in open market purchases.
Peter T. Socha, Chairman and Chief Executive Officer commented: "The mines are doing great. They have continued to exceed our expectations for both cost control and capital control. They have done an incredible job of adjusting to the soft market conditions and the high levels of uncertainty and concern that surround the coal industry of Central Appalachia. We have made another set of painful, but necessary, production adjustments this week. This involved idling four additional mines in eastern Kentucky. We are hopeful that these idlings can be reversed in the first half of 2014. The coal markets have stabilized during the past several weeks. Prices are still very low, but they are finally moving in a better direction. Finally, we are making progress, but have not finished our project to deleverage our balance sheet and improve our liquidity."
FINANCIAL RESULTS
The following tables show selected operating results for the quarter and nine months ended September 30, 2013 compared to the quarter and nine months ended September 30, 2012 (in 000's except per ton amounts).
Total Results |
| Three Months Ended September 30, |
| Nine Months Ended September 30, | |||||||||||||
|
|
|
| 2013 |
| 2012 |
| 2013 |
| 2012 | ||||||||
|
|
|
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and contractor production (tons) | 1,902 |
|
|
| 2,229 |
|
|
| 6,115 |
|
|
| 7,571 |
|
| ||
Coal purchased from other sources (tons) | 287 |
|
|
| 631 |
|
|
| 993 |
|
|
| 1,428 |
|
| ||
Total coal available to ship (tons) | 2,188 |
|
|
| 2,860 |
|
|
| 7,108 |
|
|
| 8,999 |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal shipments (tons) |
| 2,087 |
|
|
| 3,164 |
|
|
| 6,663 |
|
|
| 9,125 |
|
| |
Coal sales revenue |
| $ 143,338 |
| 68.68 |
| $ 264,633 |
| 83.64 |
| $ 469,796 |
| 70.51 |
| $ 804,024 |
| 88.11 | |
Freight and handling revenue |
| 6,824 |
| 3.27 |
| 23,469 |
| 7.42 |
| 33,822 |
| 5.08 |
| 63,421 |
| 6.95 | |
Cost of coal sold |
| 138,897 |
| 66.55 |
| 244,365 |
| 77.23 |
| 444,852 |
| 66.76 |
| 705,568 |
| 77.32 | |
Freight and handling costs |
| 6,824 |
| 3.27 |
| 23,469 |
| 7.42 |
| 33,822 |
| 5.08 |
| 63,421 |
| 6.95 | |
Depreciation, depletion, & amortization | 28,520 |
| 13.67 |
| 35,518 |
| 11.23 |
| 86,725 |
| 13.02 |
| 98,152 |
| 10.76 | ||
Gross profit (loss) |
| (24,079) |
| (11.54) |
| (15,250) |
| (4.82) |
| (61,781) |
| (9.27) |
| 304 |
| 0.03 | |
Selling, general & administrative |
| 13,260 |
| 6.35 |
| 14,672 |
| 4.64 |
| 40,917 |
| 6.14 |
| 45,504 |
| 4.99 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (1) |
| $ (6,979) |
| (3.34) |
| $ 7,556 |
| 2.39 |
| $ (10,122) |
| (1.52) |
| $ 59,638 |
| 6.54 | |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
(1) Adjusted EBITDA is defined under "Reconciliation of Non-GAAP Measures" in this release. |
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| |||||||||||
Adjusted EBITDA is used to determine compliance with financial covenants in our revolving credit facility. |
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| |||||||||||||||||
Segment Results |
| Three Months Ended September 30, |
| Nine Months Ended September 30, | |||||||||||||
|
|
|
| 2013 |
| 2012 |
| 2013 | 2012 | |||||||||
CAPP |
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and contractor production (tons) | 1,312 |
|
|
| 1,607 |
|
|
| 4,340 |
|
|
| 5,784 |
|
| ||
Coal purchased from other sources (tons) | 287 |
|
|
| 631 |
|
|
| 993 |
|
|
| 1,428 |
|
| ||
Total coal available to ship (tons) | 1,599 |
|
|
| 2,238 |
|
|
| 5,333 |
|
|
| 7,212 |
|
| ||
Coal shipments (tons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Steam (tons) |
| 1,088 |
|
|
| 1,540 |
|
|
| 3,236 |
|
|
| 4,716 |
|
| |
Metallurgical (tons) |
| 412 |
|
|
| 1,007 |
|
|
| 1,662 |
|
|
| 2,632 |
|
| |
Total Shipments (tons) |
| 1,500 |
|
|
| 2,547 |
|
|
| 4,898 |
|
|
| 7,348 |
|
| |
Coal sales revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Steam |
| $ 79,185 |
| 72.78 |
| $ 122,116 |
| 79.30 |
| $ 237,093 |
| 73.27 |
| $ 391,211 |
| 82.95 | |
Metallurgical |
| 37,764 |
| 91.66 |
| 115,104 |
| 114.30 |
| 153,178 |
| 92.16 |
| 333,859 |
| 126.85 | |
Total coal sales revenue |
| 116,949 |
| 77.97 |
| 237,220 |
| 93.14 |
| 390,271 |
| 79.68 |
| 725,070 |
| 98.68 | |
Freight and handling revenue |
| 6,658 |
| 4.44 |
| 23,105 |
| 9.07 |
| 33,278 |
| 6.79 |
| 61,575 |
| 8.38 | |
Cost of coal sold |
| $ 116,703 |
| 77.80 |
| $ 221,961 |
| 87.15 |
| $ 378,730 |
| 77.32 |
| $ 638,266 |
| 86.86 | |
Freight and handling costs |
| 6,658 |
| 4.44 |
| 23,105 |
| 9.07 |
| 33,278 |
| 6.79 |
| 61,575 |
| 8.38 | |
|
|
|
|
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|
|
|
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|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||||||
|
|
|
| 2013 |
| 2012 |
| 2013 | 2012 | |||||||||
Midwest |
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton |
| Total |
| Per Ton | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and contractor production (tons) | 590 |
|
|
| 622 |
|
|
| 1,775 |
|
|
| 1,787 |
|
| ||
Coal purchased from other sources (tons) | - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| ||
Total coal available to ship (tons) | 590 |
|
|
| 622 |
|
|
| 1,775 |
|
|
| 1,787 |
|
| ||
Coal shipments (tons) |
| 587 |
|
|
| 617 |
|
|
| 1,765 |
|
|
| 1,777 |
|
| |
Coal sales revenue |
| $ 26,389 |
| 44.96 |
| $ 27,413 |
| 44.43 |
| $ 79,525 |
| 45.06 |
| $ 78,954 |
| 44.43 | |
Freight and handling revenue |
| 166 |
| 0.28 |
| 364 |
| 0.59 |
| 544 |
| 0.31 |
| 1,846 |
| 1.04 | |
Cost of coal sold |
| $ 22,194 |
| 37.81 |
| $ 22,404 |
| 36.31 |
| $ 66,122 |
| 37.46 |
| $ 67,302 |
| 37.87 | |
Freight and handling costs |
| 166 |
| 0.28 |
| 364 |
| 0.59 |
| 544 |
| 0.31 |
| 1,846 |
| 1.04 | |
MARKET ADJUSTMENTS
Due to the continued weakness in the coal market, the Company idled coal production at its McCoy Elkhorn operations, Bledsoe Coal operations and Long Branch Surface operations. Approximately 525 employees were originally furloughed, and on October 16, WARN notices were issued to a majority of those employees after determining that the date of re-opening these operations was unknown. As a result of these actions, the Company anticipates paying approximately $5.8 million in severance related costs during the fourth quarter of 2013.
On November 6, 2013, we idled two underground and two surface mines at our Buckeye complex. Approximately 200 employees and contractors were furloughed. We expect the Buckeye complex, which produced 1.0 million tons in the first nine months of 2013, to restart in 2014 depending on market conditions.
SAFETY AWARDS
James River had two mines that were recognized by the Kentucky Office of Mine Safety and Licensing and the Kentucky Coal Association. Bell County Coal Corporation's Garmeda #2 mine was selected to receive an Underground Safety Award in recognition of the best safety record in the Barbourville District Office.
James River Coal Service's Buckeye Surface Mine was selected to receive a Surface Safety Award in recognition of the best safety record in the Hazard District Office.
C.K. Lane, Chief Operating Officer Commented: "We are very proud of receiving these awards recognizing the hard work of our employees in making James River a safe place to work, especially in these difficult times in the coal industry."
LIQUIDITY AND CASH FLOW
As of September 30, 2013, the Company had available liquidity of $71.0 million calculated as follows (in millions):
|
|
|
|
|
|
| Unrestricted Cash | $ | 60.2 |
|
|
|
|
|
|
| Availability under the Revolver |
| 75.5 |
|
|
|
|
|
|
| Letters of Credit Issued under the Revolver |
| (64.7) |
|
|
|
|
|
|
|
|
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|
|
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|
|
| Available Liquidity | $ | 71.0 |
|
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| Restricted Cash | $ | 36.7 |
Other significant items impacting liquidity in the quarter:
|
|
|
|
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|
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| Capital expenditures |
| $ | (10.2) |
|
|
|
|
|
|
|
| Increase in accounts receivable |
|
| (13.5) |
|
|
|
|
|
|
|
| Increase in coal inventories |
|
| (7.4) |
|
|
|
|
|
|
|
| Interest payments |
|
| (0.9) |
|
|
|
|
|
|
|
| Increase in accounts payable |
|
| 4.3 |
EXCHANGE TRANSACTIONS
In September 2013, the Company issued $19.3 million principal amount of 10.0% convertible senior notes due 2018 (the 10.0% Convertible Senior Notes) in exchange for $3.9 million principal amount of our 4.5% Convertible Senior Notes and $38.3 million principal amount of our 3.125% Convertible Senior Notes (the Public Exchange Transactions). The Public Exchange Transactions resulted in a gain of $23.9 million, which includes the write-off of $0.6 million of unamortized financing costs. The Company recorded $1.0 million of financing costs associated with Public Exchange Transactions.
In May 2013, the Company issued $123.3 million principal amount of 10.0% Convertible Senior Notes due 2018 (the 10.0% Convertible Senior Notes) in exchange for $90.0 million principal amount of our 4.5% Convertible Senior Notes due 2015 and $153.4 million principal amount of our 3.125% Convertible Senior Notes due 2018 (the Private Exchange Transactions). The Private Exchange Transactions resulted in a gain of $101.2 million, which includes the write-off of $3.6 million of unamortized financing costs. The Company recorded $4.8 million of financing costs associated with the issuance of the 10.0% Convertible Senior Notes.
Upon completion of the Public and Private Exchange Transactions the Company has $142.6 million principal amount of the 10% Convertible Senior Notes Outstanding, $47.3 million principal amount of the 4.5% Convertible Senior Notes Outstanding, and $13.3 million principal amount of the 3.125% Convertible Senior Notes Outstanding.
SALES POSITION AND MARKET COMMENTS
As of November 6, 2013, we had the following agreements to ship coal at a fixed and known price (in 000's except per ton amounts):
|
| 2014 Priced | |||||
|
| As of August 8, 2013 | As of November 6, 2013 | Change | |||
|
| Tons | Avg Price Per Ton | Tons | Avg Price Per Ton | Tons | Avg Price Per Ton |
CAPP | 300 | $ 75.75 | 1,048 | $ 72.11 | 748 | $ 70.65 |
Midwest (1) | 900 | $ 47.64 | 1,850 | $ 44.86 | 950 | $ 42.23 |
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(1) The prices for the Midwest are minimum base price amounts adjusted for projected fuel escalators. | ||||||
CONFERENCE CALL, WEBCAST AND REPLAY: The Company will hold a conference call with management to discuss the quarterly earnings November 7, 2013 at 10:00 a.m. Eastern Time. The conference call can be accessed by dialing 877-340-2553, or through the James River Coal Company website at http://www.jamesrivercoal.com. International callers, please dial 678-224-7860.
James River Coal Company is one of the leading coal producers in Central Appalachia and the Illinois Basin. The company sells metallurgical, bituminous steam and industrial-grade coal to electric utility companies and industrial customers both domestically and internationally. The Company's operations are managed through operating subsidiaries located throughout eastern Kentucky, southern West Virginia and southern Indiana. Additional information about James River Coal can be found at its web site www.jamesrivercoal.com.
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CONTACT: | James River Coal Company |
|
| Elizabeth M. Cook |
|
| Director of Investor Relations |
|
| (804) 780-3000 |
|
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|
FORWARD-LOOKING STATEMENTS: Certain statements in this press release and other written or oral statements made by or on behalf of us are "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Forward looking statements include, without limitation, statements regarding future sales and contracting activity and projected fuel escalators. These forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: our cash flows, results of operation or financial condition; the ability to consummate financing transactions, including transactions to increase liquidity, or acquisition, or disposition transactions, and the effect thereof on our business; governmental policies, regulatory actions and court decisions affecting the coal industry or our customers' coal usage; legal and administrative proceedings, settlements, investigations and claims; our ability to obtain and renew permits necessary for our existing and planned operation in a timely manner; environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy; inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage; our production capabilities; availability of transportation; our ability to timely obtain necessary supplies and equipment; market demand for coal, electricity and steel; competition, including competition from alternative sources such as natural gas; our relationships with, and other conditions affecting, our customers; employee workforce factors; our assumptions concerning economically recoverable coal reserve estimates; future economic or capital market conditions; our plans and objectives for future operations and expansion or consolidation; and the other risks detailed in our reports filed with the Securities and Exchange Commission (SEC). Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
JAMES RIVER COAL COMPANY AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share data) | ||||||||||
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| September 30, 2013 |
| December 31, 2012 |
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|
| Assets |
| (unaudited) |
|
|
Current assets: |
|
|
|
|
|
| ||||
|
| Cash and cash equivalents | $ | 60,207 |
| 127,386 | |||||
|
| Trade receivables |
|
| 52,209 |
| 89,816 | ||||
|
| Inventories: |
|
|
|
|
|
| |||
|
|
| Coal |
|
|
|
| 62,247 |
| 26,598 | |
|
|
| Materials and supplies |
| 15,863 |
| 16,699 | ||||
|
|
|
|
| Total inventories |
| 78,110 |
| 43,297 | ||
|
| Prepaid royalties |
|
| 8,501 |
| 8,623 | ||||
|
| Other current assets |
| 7,775 |
| 9,127 | |||||
|
|
|
|
| Total current assets |
| 206,802 |
| 278,249 | ||
Property, plant, and equipment, net |
| 790,698 |
| 855,217 | ||||||
Restricted cash and short term investments |
| 36,681 |
| 36,558 | ||||||
Other assets |
|
|
|
| 31,859 |
| 34,097 | |||
|
|
|
|
|
| Total assets | $ | 1,066,040 |
| 1,204,121 | |
|
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|
|
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|
|
|
|
|
|
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| Liabilities and Shareholders' Equity |
|
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Current liabilities: |
|
|
|
|
|
| ||||
|
| Accounts payable |
| $ | 53,849 |
| 72,861 | ||||
|
| Accrued salaries, wages, and employee benefits |
| 12,085 |
| 10,996 | |||||
|
| Workers' compensation benefits |
| 9,900 |
| 9,900 | |||||
|
| Black lung benefits |
|
| 2,508 |
| 2,508 | ||||
|
| Accrued taxes |
|
| 10,202 |
| 8,382 | ||||
|
| Other current liabilities |
| 28,342 |
| 22,124 | |||||
|
|
|
|
| Total current liabilities |
| 116,886 |
| 126,771 | ||
Long-term debt, less current maturities |
| 425,379 |
| 546,407 | ||||||
Other liabilities: |
|
|
|
|
|
| ||||
|
| Noncurrent portion of workers' compensation benefits |
| 68,500 |
| 66,953 | |||||
|
| Noncurrent portion of black lung benefits |
| 64,360 |
| 62,834 | |||||
|
| Pension obligations |
|
| 32,617 |
| 35,325 | ||||
|
| Asset retirement obligations |
| 101,178 |
| 99,177 | |||||
|
| Other |
|
|
|
|
| 9,778 |
| 12,027 | |
|
|
|
|
| Total other liabilities |
| 276,433 |
| 276,316 | ||
|
|
|
|
|
| Total liabilities |
| 818,698 |
| 949,494 | |
Commitments and contingencies |
|
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| ||||||
Shareholders' equity: |
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| ||||
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| Preferred stock, $1.00 par value. Authorized 10,000,000 shares |
| - |
| - | |||||
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| Common stock, $.01 par value. Authorized 100,000,000 shares; issued and outstanding |
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|
|
| 36,060,869 and 35,866,549 shares as of September 30, 2013 and December 31, 2012 |
| 361 |
| 359 | ||||
|
| Paid-in-capital |
|
|
| 549,333 |
| 546,289 | |||
|
| Accumulated deficit |
|
| (251,587) |
| (236,588) | ||||
|
| Accumulated other comprehensive loss |
| (50,765) |
| (55,433) | |||||
|
|
|
|
|
| Total shareholders' equity |
| 247,342 |
| 254,627 | |
|
|
|
|
|
| Total liabilities and shareholders' equity | $ | 1,066,040 |
| 1,204,121 | |
JAMES RIVER COAL COMPANY AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per share data) (unaudited) | ||||||||||||||
|
| ||||||||||||||
|
|
|
|
|
|
|
|
| Three Months Ended |
| Nine Months Ended | ||||
|
|
|
|
|
|
|
|
| September 30, |
| September 30, | ||||
|
|
|
|
|
|
|
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
Revenues |
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| Coal sales revenue |
| $ | 143,338 |
| 264,633 |
| 469,796 |
| 804,024 | ||||
|
| Freight and handling revenue |
| 6,824 |
| 23,469 |
| 33,822 |
| 63,421 | |||||
|
|
|
| Total revenue |
| 150,162 |
| 288,102 |
| 503,618 |
| 867,445 | |||
Cost of sales: |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Cost of coal sold |
|
| 138,897 |
| 244,365 |
| 444,852 |
| 705,568 | ||||
|
| Freight and handling costs |
| 6,824 |
| 23,469 |
| 33,822 |
| 63,421 | |||||
|
| Depreciation, depletion, and amortization |
| 28,520 |
| 35,518 |
| 86,725 |
| 98,152 | |||||
|
|
|
| Total cost of sales |
| 174,241 |
| 303,352 |
| 565,399 |
| 867,141 | |||
|
|
|
| Gross profit (loss) |
| (24,079) |
| (15,250) |
| (61,781) |
| 304 | |||
Selling, general and administrative expenses |
| 13,260 |
| 14,672 |
| 40,917 |
| 45,504 | ||||||
|
|
|
| Total operating loss |
| (37,339) |
| (29,922) |
| (102,698) |
| (45,200) | |||
Interest expense |
|
|
| 12,058 |
| 13,200 |
| 36,940 |
| 40,112 | ||||
Interest income |
|
|
|
| (88) |
| (217) |
| (373) |
| (602) | |||
Gain on debt transactions |
| (23,889) |
| (22,231) |
| (125,099) |
| (22,231) | ||||||
Miscellaneous income, net |
| (98) |
| (147) |
| (331) |
| (580) | ||||||
|
|
|
| Total other (income) expense, net |
| (12,017) |
| (9,395) |
| (88,863) |
| 16,699 | |||
|
|
|
| Net loss before income taxes |
| (25,322) |
| (20,527) |
| (13,835) |
| (61,899) | |||
Income tax expense |
|
|
| 190 |
| 25 |
| 1,164 |
| 75 | ||||
Net loss |
|
|
|
| $ | (25,512) |
| (20,552) |
| (14,999) |
| (61,974) | ||
Earnings (loss) per common share |
|
|
|
|
|
|
|
| ||||||
|
| Basic earnings (loss) per common share | $ | (0.73) |
| (0.59) |
| (0.43) |
| (1.78) | |||||
|
| Diluted earnings (loss) per common share | $ | (0.73) |
| (0.59) |
| (0.43) |
| (1.78) | |||||
JAMES RIVER COAL COMPANY AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) | |||||||||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, | ||
|
|
|
|
|
|
|
|
|
|
|
| 2013 |
| 2012 |
Cash flows from operating activities: |
|
|
|
|
| ||||||||
|
| Net loss |
|
|
|
|
|
| $ | (14,999) |
| (61,974) | ||
|
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities |
|
|
|
| ||||||||
|
|
| Depreciation, depletion, and amortization |
| 86,725 |
| 98,152 | |||||||
|
|
| Accretion of asset retirement obligations |
| 3,355 |
| 3,948 | |||||||
|
|
| Amortization of debt discount and issue costs |
| 10,180 |
| 12,914 | |||||||
|
|
| Stock-based compensation |
|
| 3,406 |
| 3,808 | ||||||
|
|
| Gain on sale or disposal of property, plant and equipment |
| (52) |
| (121) | |||||||
|
|
| Gain on debt transactions |
|
| (125,099) |
| (22,231) | ||||||
|
|
| Changes in operating assets and liabilities: |
|
|
|
| |||||||
|
|
|
| Receivables |
|
| 37,607 |
| 12,239 | |||||
|
|
|
| Inventories |
|
| (29,662) |
| 16,084 | |||||
|
|
|
| Prepaid royalties and other current assets |
| 1,474 |
| (760) | ||||||
|
|
|
| Restricted cash |
|
| (123) |
| (114) | |||||
|
|
|
| Other assets |
|
| 1,855 |
| 5,202 | |||||
|
|
|
| Accounts payable |
|
| (19,012) |
| (34,802) | |||||
|
|
|
| Accrued salaries, wages, and employee benefits |
| 1,089 |
| 2,308 | ||||||
|
|
|
| Accrued taxes |
|
| 1,460 |
| (1,256) | |||||
|
|
|
| Other current liabilities |
|
| 5,956 |
| (1,014) | |||||
|
|
|
| Workers' compensation benefits |
| 1,547 |
| 3,389 | ||||||
|
|
|
| Black lung benefits |
|
| 3,136 |
| 3,596 | |||||
|
|
|
| Pension obligations |
|
| 350 |
| (153) | |||||
|
|
|
| Asset retirement obligations |
| (1,208) |
| (495) | ||||||
|
|
|
| Other liabilities |
|
| (6) |
| (224) | |||||
|
|
|
|
| Net cash provided by (used in) operating activities |
| (32,021) |
| 38,496 | |||||
Cash flows from investing activities: |
|
|
|
|
| ||||||||
|
| Additions to property, plant, and equipment |
| (29,866) |
| (66,466) | ||||||||
|
| Proceeds from sale of property, plant and equipment |
| 475 |
| 610 | ||||||||
|
|
|
|
| Net cash used in investing activities |
| (29,391) |
| (65,856) | |||||
Cash flows from financing activities: |
|
|
|
|
| ||||||||
|
| Repayment of long-term debt |
|
| (33) |
| (20,916) | |||||||
|
| Debt issuance costs |
|
|
|
| (5,734) |
| - | |||||
|
|
|
|
| Net cash used in financing activities |
| (5,767) |
| (20,916) | |||||
|
|
|
|
| Decrease in cash and cash equivalents |
| (67,179) |
| (48,276) | |||||
Cash and cash equivalents at beginning of period |
| 127,386 |
| 199,711 | |||||||||
Cash and cash equivalents at end of period |
| $ | 60,207 |
| 151,435 | ||||||||
JAMES RIVER COAL COMPANY AND SUBSIDIARIES Reconciliation of Non GAAP Measures (in thousands) (unaudited) | ||||||||||||||
|
| ||||||||||||||
EBITDA is used by management to measure operating performance. We define EBITDA as net income or loss plus interest expense (net), income tax expense (benefit) and depreciation, depletion and amortization (EBITDA), to better measure our operating performance. We regularly use EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. In addition, we use EBITDA in evaluating acquisition targets. | ||||||||||||||
|
| ||||||||||||||
Adjusted EBITDA is defined as EBITDA as further adjusted for certain cash and non-cash charges as specified in our revolving credit facility and is used in several of the covenants in that facility. We believe that Adjusted EBITDA presents a useful measure of our ability to service and incur debt on an ongoing basis. | ||||||||||||||
|
| ||||||||||||||
EBITDA and Adjusted EBITDA are not recognized terms under GAAP and are not an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or an alternative to cash flow from operating activities as a measure of operating liquidity. Because not all companies use identical calculations, this presentation of EBITDA and Adjusted EBITDA, may not be comparable to other similarly titled measures of other companies. Additionally, EBITDA and Adjusted EBITDA are not intended to be a measure of free cash flow for management's discretionary use, as they do not reflect certain cash requirements such as tax payments, interest payments and other contractual obligations. | ||||||||||||||
|
| ||||||||||||||
|
|
|
|
|
|
|
|
| Three Months Ended |
| Nine Months Ended | ||||
|
|
|
|
|
|
|
|
| September 30 |
| September 30 |
| September 30 |
| September 30 |
|
|
|
|
|
|
|
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
| $ | (25,512) |
| (20,552) |
| (14,999) |
| (61,974) | ||||
Income tax expense |
|
|
| 190 |
| 25 |
| 1,164 |
| 75 | ||||
Interest expense |
|
|
| 12,058 |
| 13,200 |
| 36,940 |
| 40,112 | ||||
Interest income |
|
|
|
| (88) |
| (217) |
| (373) |
| (602) | |||
Depreciation, depletion, and amortization |
| 28,520 |
| 35,518 |
| 86,725 |
| 98,152 | ||||||
EBITDA (before adjustments) | $ | 15,168 |
| 27,974 |
| 109,457 |
| 75,763 | ||||||
Other adjustments specified |
|
|
|
|
|
|
|
| ||||||
in our current debt agreement |
|
|
|
|
|
|
|
| ||||||
Gain on debt transactions |
| (23,889) |
| (22,231) |
| (125,099) |
| (22,231) | ||||||
Other |
|
|
|
|
| 1,742 |
| 1,813 |
| 3,406 |
| 6,106 | ||
Adjusted EBITDA |
|
| $ | (6,979) |
| 7,556 |
| (12,236) |
| 59,638 | ||||

Shareholder Update November 2013

Forward Looking Statements Certain statements in this investor presentation and other written or oral statements made by or on behalf of us are "forward - looking statements" within the meaning of the federal securities laws . Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward - looking statements within the meaning of these laws . Forward looking statements include, without limitation, statements regarding future market demand and supply, future sales and contracting activity, and projected fuel escalators . These forward - looking statements are subject to a number of risks and uncertainties . These risks and uncertainties include, but are not limited to, the following : our cash flows, results of operation or financial condition ; the ability to consummate financing transactions, including transactions to increase liquidity, or acquisition, or disposition transactions, and the effect thereof on our business ; governmental policies, regulatory actions and court decisions affecting the coal industry or our customers’ coal usage ; legal and administrative proceedings, settlements, investigations and claims ; our ability to obtain and renew permits necessary for our existing and planned operation in a timely manner ; environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy ; inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather - related damage ; our production capabilities ; availability of transportation ; our ability to timely obtain necessary supplies and equipment ; market demand for coal, electricity and steel ; competition, including competition from alternative sources such as natural gas ; our relationships with, and other conditions affecting, our customers ; employee workforce factors ; our assumptions concerning economically recoverable coal reserve estimates ; future economic or capital market conditions ; our plans and objectives for future operations and expansion or consolidation ; and the other risks detailed in our reports filed with the Securities and Exchange Commission . Management believes that these forward - looking statements are reasonable ; however, you should not place undue reliance on such statements . These statements are based on current expectations and speak only as of the date of such statements . We undertake no obligation to publicly update or revise any forward - looking statement, whether as a result of future events, new information or otherwise . 2

3 Agenda ● Opening Comments ● Operations Review ● Market Review ● Miscellaneous 3

Opening Comments Summary ● Reduced Mining Costs in CAPP From $87.15 in Q - 3 2012 to $77.80 in Q - 3 2013 ● In Response to Continued Weak Markets Conditions, Idled Four Mines in CAPP On November 6; Furloughed Approximately 200 Employees and Contractors ● Completed Exchange Transactions in 2013, Which Reduced Principal Amount of Debt by $143 Million ● Continuing to Evaluate Options to Strengthen the Balance Sheet and Improve Liquidity 4

5 Agenda ● Opening Comments ● Operations Review ● Market Review ● Miscellaneous 5

Operations Review Safety 8.40 2.13 5.00 2.14 - 2.00 4.00 6.00 8.00 2004 2005 2006 2007 2008 2009 2010 2011 2012 Q1 2013 Q3 2013 Q2 2013 JRCC National Average Non - Fatal Days Lost 6 Awarded Two Safety Awards by Ky. Office of Mine Safety and Licensing & Ky. Coal Association : Garmeada #2 – Safest Underground Mine Award in Barbourville District Buckeye Surface Mine – Safest Surface Mine Award in Hazard District

Operations Review Central Appalachia ● Costs and Production Are Better Than Expectations ● Cash Costs in CAPP Fall From $87.15 Per Ton in Q - 3 2012 to $77.80 Per Ton in Q - 3 2013 ● Our Biggest Focus Today is Reducing the Impact of Holding Costs From Idled CAPP Operations (≈ $3.00 Per Ton in Q - 3 2013) ● Production and Costs Impacted By Labor and Maintenance Issues at Two Customers (Met and Industrial) ● Capital Expenditures of $10.2 Million During Q - 3 Compared to $20.6 Million in Q - 3 2012 7

Operations Review Central Appalachia ● Inventory Management: – All Operations Idled One Week in July – Blue Diamond Mines Working Four Day Weeks – Idled Bledsoe, McCoy Operations and Long Branch Surface Mine on September 16 th • Approximately 525 employees Laid Off – Idled Two Underground and Two Surface Mines at the Buckeye Complex on November 6, 2013 • Furloughed Approximately 200 Employees and Contractors • Expect to Restart in 2014 Depending on Market Conditions 8

Operations Review Midwest ● Continued to Match Production to Shipments ● Freelandville West Underground Lost Six Shifts Due to Roof Conditions ● Reached Price Agreement on 800,000 Tons for 2014 9

10 Agenda ● Opening Comments ● Operations Review ● Market Review ● Miscellaneous 10

Market Review Summary 11 • Met Markets Have Stabilized, But Remain Oversupplied • International Thermal Markets Have Started to Improve • Domestic Thermal Markets Continue to Be Impacted By Weak Power Generation

Market Review Seaborne Metallurgical Coal Pricing 12 • Pricing Has Bounced Off the Bottom • May Now Be in a Trading Range • Too Much USA Met Coal is Sold at a Discount to the Benchmark • The “Trading Range” for US Met Coal is Too Low for US to Maintain Market Share

Market Review Seaborne Metallurgical Coal Volume 13 • North America Stable • South America Stable • India Stable • China Volatile – Seasonal Issue, Ocean Freight Market and FOB Price • Europe Improving Slightly

Market Review Domestic Thermal Coal ● Remaining Sluggish During the Quarter Due to: – Tepid Economy – Mild Weather – Competition From Natural Gas ● Demand Switching Between Coal Basins is Continuing 14

Market Review Future JRCC Product Profile – Metallurgical – PCI – Stoker – PCI – Industrial – Domestic Thermal • Rail – Advantaged Plants – Export Thermal 15 CAPP – West Virginia Midwest – Steady Thermal Market CAPP – Kentucky Our Production and Sales Profile Continues to Evolve

16 Agenda ● Opening Comments ● Operations Review ● Market Review ● Miscellaneous 16

Miscellaneous Balance Sheet 17 ● Completed Public Exchange in Q - 3 of $42.2 Million of Convertible Debt for $19.3 Million of New Convertible Debt ● Total 2013 Exchange Transactions Reduced Debt by Approximately $143 Million

Miscellaneous Liquidity 18 ● The Process Has Been Slightly Delayed Due to: – We Wanted to Announce the Second, and Hopefully Final, Significant Change to CAPP Mine Operations. These Are Announced Today – We Wanted to See if the Met and Thermal Markets Would Stabilize. They Have. ● We Are Actively Engaged in Discussions Regarding New Liquidity With Investors That Include Both Current JRCC Debt Holders and Prospective Investors That Have Contacted JRCC

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