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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-191182

 

 

 

LOGO

Armstrong Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-8015664

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

7733 Forsyth Boulevard, Suite 1625

St. Louis, Missouri

  63105
(Address of principal executive offices)   (Zip code)

(314) 721 – 8202

(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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of August 1, 2015, there were 21,853,224 shares of Armstrong Energy, Inc.’s Common Stock outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

         Page  
  PART I – FINANCIAL INFORMATION   

Item 1.

  Financial Statements      1   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      20   

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk      29   

Item 4.

  Controls and Procedures      30   
  PART II – OTHER INFORMATION   

Item 1.

  Legal Proceedings      30   

Item 1A.

  Risk Factors      30   

Item 4.

  Mine Safety Disclosures      31   

Item 5.

  Other Information      31   

Item 6.

  Exhibits      31   

Signatures

     32   


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Armstrong Energy, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     June 30,
2015
    December 31,
2014
 
     (Unaudited)        
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 63,303      $ 59,518   

Accounts receivable

     21,213        21,799   

Inventories

     10,464        10,552   

Prepaid and other assets

     2,886        2,962   

Deferred income taxes

     1,454        735   
  

 

 

   

 

 

 

Total current assets

     99,320        95,566   

Property, plant, equipment, and mine development, net

     399,211        408,740   

Investments

     3,448        3,372   

Other non-current assets

     23,958        24,769   
  

 

 

   

 

 

 

Total assets

   $ 525,937      $ 532,447   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 23,115      $ 27,593   

Accrued and other liabilities

     20,884        17,117   

Current portion of capital lease obligations

     2,048        2,426   

Current maturities of long-term debt

     5,598        4,929   
  

 

 

   

 

 

 

Total current liabilities

     51,645        52,065   

Long-term debt, less current maturities

     200,764        198,960   

Long-term obligation to related party

     129,515        110,713   

Related party payables, net

     8,218        18,172   

Asset retirement obligations

     14,033        17,379   

Long-term portion of capital lease obligations

     441        1,358   

Deferred income taxes

     1,454        735   

Other non-current liabilities

     9,020        8,208   
  

 

 

   

 

 

 

Total liabilities

     415,090        407,590   

Stockholders’ equity:

    

Common stock, $0.01 par value, 70,000,000 shares authorized, 21,853,224 and 21,936,844 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively

     218        219   

Preferred stock, $0.01 par value, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively

     —         —    

Additional paid-in-capital

     238,691        238,549   

Accumulated deficit

     (124,553     (110,193

Accumulated other comprehensive loss

     (3,532     (3,741
  

 

 

   

 

 

 

Armstrong Energy, Inc.’s equity

     110,824        124,834   

Non-controlling interest

     23        23   
  

 

 

   

 

 

 

Total stockholders’ equity

     110,847        124,857   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 525,937      $ 532,447   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Table of Contents

Armstrong Energy, Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2015     2014     2015     2014  

Revenue

   $ 93,139      $ 116,287      $ 189,474      $ 227,153   

Costs and Expenses:

        

Cost of coal sales, exclusive of items shown separately below

     70,153        95,166        148,983        185,285   

Production royalty to related party

     2,053        2,240        4,054        4,264   

Depreciation, depletion, and amortization

     10,505        9,731        27,409        19,938   

Asset retirement obligation expenses

     717        500        1,584        1,008   

General and administrative expenses

     4,283        4,743        8,922        9,989   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     5,428        3,907        (1,478     6,669   

Other income (expense):

        

Interest expense, net

     (8,870     (8,290     (17,247     (16,534

Other, net

     4,595        245        4,624        427   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     1,153        (4,138     (14,101     (9,438

Income tax provision

     259       —         259        —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     894        (4,138     (14,360     (9,438

Income attributable to non-controlling interest

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders

   $ 894      $ (4,138   $ (14,360   $ (9,438
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Table of Contents

Armstrong Energy, Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2015      2014     2015     2014  

Net income (loss)

   $ 894       $ (4,138   $ (14,360   $ (9,438

Other comprehensive income:

         

Postretirement benefit plan and other employee benefit obligations, net of tax of zero

     104         26        209        52   
  

 

 

    

 

 

   

 

 

   

 

 

 

Other comprehensive income

     104         26        209        52   
  

 

 

    

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

     998         (4,112     (14,151     (9,386

Less: Comprehensive income (loss) attributable to non-controlling interest

     —          —         —         —    
  

 

 

    

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to common stockholders

   $ 998       $ (4,112   $ (14,151   $ (9,386
  

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Armstrong Energy, Inc. and Subsidiaries

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2015

(Amounts in thousands)

 

    Common Stock     Preferred Stock     Additional
Paid-in-
Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Loss
    Non-Controlling
Interest
    Total
Stockholders’
Equity
 
    Number of
Shares
    Amount     Number of
Shares
    Amount            

Balance at December 31, 2014

    21,937      $ 219        —       $ —       $ 238,549      $ (110,193   $ (3,741   $ 23      $ 124,857   

Net loss

    —         —         —         —         —         (14,360     —         —         (14,360

Stock based compensation

    —         —         —         —         141        —         —         —         141   

Postretirement benefit plan and other employee benefit obligations, net of tax of zero

    —         —         —         —         —         —         209        —         209   

Repurchase of common stock

    (84     (1     —         —         1        —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2015

    21,853      $ 218        —       $ —       $ 238,691      $ (124,553   $ (3,532   $ 23      $ 110,847   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Table of Contents

Armstrong Energy, Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

     Six Months Ended
June 30,
 
     2015     2014  

Cash Flows from Operating Activities:

    

Net loss

   $ (14,360   $ (9,438

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Non-cash stock compensation expense

     141        (117

Income from equity affiliate

     (76     (15

Loss on disposal of property, plant and equipment

     72        2   

Amortization of original issue discount

     412        365   

Amortization of debt issuance costs

     751        621   

Depreciation, depletion and amortization

     27,409        19,938   

Asset retirement obligation expenses

     1,584        1,008   

Non-cash activity with related party, net

     8,849        7,064   

Non-cash interest on long-term obligations

     12        (16

Change in operating assets and liabilities:

    

Decrease (increase) in accounts receivable

     586        (779

Decrease in inventories

     88        338   

Decrease in prepaid and other assets

     77        1,317   

Decrease (increase) in other non-current assets

     46        (2,801

(Decrease) increase in accounts payable and accrued and other liabilities

     (4,728     5,147   

Increase in other non-current liabilities

     812        498   
  

 

 

   

 

 

 

Net cash provided by operating activities:

     21,675        23,132   

Cash Flows from Investing Activities:

    

Investment in property, plant, equipment, and mine development

     (14,402     (6,843

Proceeds from disposal of fixed assets

     475        5   
  

 

 

   

 

 

 

Net cash used in investing activities

     (13,927     (6,838

Cash Flows from Financing Activities:

    

Payment on capital lease obligations

     (1,296     (1,509

Payments of long-term debt

     (2,667     (3,741

Repurchase of employee stock relinquished for tax withholdings

     —         (87
  

 

 

   

 

 

 

Net cash used in financing activities

     (3,963     (5,337
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     3,785        10,957   

Cash and cash equivalents, at the beginning of the period

     59,518        51,632   
  

 

 

   

 

 

 

Cash and cash equivalents, at the end of the period

   $ 63,303      $ 62,589   
  

 

 

   

 

 

 
     Six Months Ended
June 30,
 
     2015     2014  

Supplemental cash flow information:

    

Non-Cash Transactions:

    

Assets acquired with long-term debt

   $ 4,728      $ 971   

Non-cash portion of land and reserve sale/financing with related party

   $ 18,172      $ —    

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Table of Contents

Armstrong Energy, Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. DESCRIPTION OF BUSINESS AND ENTITY STRUCTURE

Business

The accompanying unaudited condensed consolidated financial statements include the accounts of Armstrong Energy, Inc. and its subsidiaries and controlled entities (collectively, the Company or AE). The Company’s primary business is the production of thermal coal from surface and underground mines located in western Kentucky, for sale to utility and industrial markets. Intercompany transactions and accounts have been eliminated in consolidation.

The Company’s wholly-owned subsidiary, Elk Creek GP, LLC (ECGP), is the sole general partner of and has an approximate 0.2% ownership in Thoroughbred Resources, L.P. (Thoroughbred) (formerly Armstrong Resource Partners, L.P.). The various limited partners of Thoroughbred are related parties, as the entity is majority owned by investment funds managed by Yorktown Partners LLC (Yorktown), which has a majority ownership in the Company. The Company does not consolidate the financial results of Thoroughbred and accounts for its ownership in Thoroughbred under the equity method.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial reporting and U.S. Securities and Exchange Commission (SEC) regulations. In the opinion of management, all adjustments consisting of normal, recurring accruals considered necessary for a fair presentation have been included. Balance sheet information presented herein as of December 31, 2014 has been derived from the Company’s audited consolidated balance sheet at that date. Results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015. Certain prior year amounts have been reclassified to conform with the 2015 presentation. These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the SEC.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued guidance requiring an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented. The adoption of this standard update is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued guidance on management’s responsibility in evaluating, at each annual and interim reporting period, whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early adoption permitted.

In May 2014, the FASB issued a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard requires revenue to be recognized when promised goods or services are transferred to a customer in an amount that reflects the consideration expected in exchange for those goods or services. The standard permits the use of either the full retrospective or modified retrospective transition method. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted to the original effective date of December 15, 2016. The Company is currently evaluating the impact of this new pronouncement on its financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

Long-Lived Assets

If facts and circumstances suggest that a long-lived asset may be impaired, the carrying value is reviewed for recoverability. If this review indicates the carrying value of the asset will not be recovered, as determined based on projected undiscounted cash flows related to the asset over its remaining life, the carrying value of the asset is reduced to its estimated fair value through a non-cash impairment loss. During the first half of 2015, events and circumstances, including the continued decline in pricing and demand for U.S. coal, have indicated the carrying value of the Company’s long-lived assets might be impaired. However, the Company’s estimates of undiscounted cash flows indicated that such carrying amounts were expected to be recovered. Nonetheless, it is possible the estimate of undiscounted cash flows may change in the future resulting in the need to write down those assets to fair value.

 

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Table of Contents

3. INVENTORIES

Inventories consist of the following amounts:

 

     June 30,
2015
     December 31,
2014
 

Materials and supplies

   $ 9,613       $ 10,378   

Coal—raw and saleable

     851         174   
  

 

 

    

 

 

 

Total

   $ 10,464       $ 10,552   
  

 

 

    

 

 

 

4. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consist of the following amounts:

 

     June 30,
2015
     December 31,
2014
 

Payroll and related benefits

   $ 8,185       $ 7,661   

Taxes other than income taxes

     5,592         4,588   

Interest

     1,004         991   

Asset retirement obligations

     2,587         342   

Royalties

     645         691   

Other

     2,871         2,844   
  

 

 

    

 

 

 

Total

   $ 20,884       $ 17,117   
  

 

 

    

 

 

 

5. OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following amounts:

 

     June 30,
2015
     December 31,
2014
 

Escrows and deposits

   $ 4,668       $ 4,649   

Restricted surety and cash bonds

     6,115         6,379   

Advanced royalties

     5,041         4,842   

Deferred financing costs, net

     8,014         8,765   

Intangible assets, net

     120         134   
  

 

 

    

 

 

 

Total

   $ 23,958       $ 24,769   
  

 

 

    

 

 

 

6. RELATED PARTY TRANSACTIONS

Merger of Related Parties

On February 1, 2014, Armstrong Resource Partners, L.P. merged with and into Thoroughbred Resources, LLC, with Armstrong Resource Partners, L.P. as the surviving entity (the Merger). Effective with the Merger, Armstrong Resource Partners, L.P. changed its name to Thoroughbred. The Company’s wholly-owned subsidiary, ECGP, remained the general partner of the surviving entity, under the terms of the amended and restated limited partnership agreement, which is substantially the same as the limited partnership agreement in effect immediately prior to the Merger. As a result of the Merger, ECGP’s equity interest in the combined company was reduced to approximately 0.2%.

In January 2014, the Company’s investment in Ram Terminals, LLC (RAM), an entity majority owned by Yorktown, was converted into an equal ownership percentage of Terminal Holdings, LLC, a holding company which is the sole member of both RAM and MG Midstreaming, LLC. Subsequent to the Merger, but also on February 1, 2014, Terminal Holdings, LLC merged with and into a merger subsidiary of Thoroughbred created for the purpose of the transaction, with Terminal Holdings, LLC as the surviving entity. Terminal Holdings, LLC was owned by the Company and Yorktown in the same percentage as their prior interests in RAM, and by virtue of the merger, the Company’s equity interest in Terminal Holdings, LLC was converted into an equal number of common units representing limited partnership interests in Thoroughbred. Because of the Company’s ownership interest in Thoroughbred through ECGP, the newly converted interest, which equals an additional 0.9%, is accounted for under the equity method.

 

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As of June 30, 2015, the Company’s total ownership in Thoroughbred equaled 1.1%. Income from the equity interest in Thoroughbred for the three months ended June 30, 2015 and 2014 totaled $41, and $9, respectively, and for the six months ended June 30, 2015 and 2014 totaled $76 and $15, respectively.

Sale of Coal Reserves

The Company has executed the sale of an undivided interest in certain land and mineral reserves to Thoroughbred, through a series of transactions beginning in February 2011. Subsequently, the Company entered into lease agreements with Thoroughbred pursuant to which Thoroughbred granted the Company leases to its undivided interests in the mining properties acquired and licenses to mine and sell coal from those properties in exchange for a production royalty. Due to the Company’s continuing involvement in the land and mineral reserves transferred, these transactions have been accounted for as financing arrangements. A long-term obligation has been established that is being amortized over the anticipated life of the mineral reserves, at an annual rate of 7% of the estimated gross revenue generated from the sale of the coal originating from the leased mineral reserves. In addition, effective February 2011, the Company and Thoroughbred entered into a Royalty Deferment and Option Agreement, whereby the Company has been granted an option to defer payment of any royalties earned by Thoroughbred on coal mined from these properties. Compensation for the aforementioned transactions has consisted of a combination of cash payments and the forgiveness of amounts owed by the Company, which primarily consisted of deferred royalties.

On October 1, 2014, the Company transferred to Thoroughbred a portion of its interest in certain land and mineral reserves the Company controls in Muhlenberg county in exchange for Thoroughbred conveying to the Company a 7.97% undivided interest in the land and mineral reserves previously transferred by the Company to Thoroughbred. This transaction was determined to be a fair and reasonable arm’s-length transaction by the conflicts committee of the board of directors of the Company, a committee comprised of only independent directors.

The Company sold a 3.85% undivided interest in certain leased and owned land and mineral reserves to Thoroughbred on October 1, 2014 in exchange for Thoroughbred forgiving amounts owed by the Company of $8,202. On May 1, 2015, the Company sold an additional 12.10% undivided interest in certain leased and owned land and mineral reserves to Thoroughbred in exchange for Thoroughbred forgiving amounts owed by the Company of $18,172. The amounts forgiven by Thoroughbred consisted primarily of deferred production royalties. The newly acquired interests in the mineral reserves were leased and/or subleased by Thoroughbred to the Company in exchange for a production royalty. These transactions were accounted for as financing arrangements and additional long-term obligations to Thoroughbred of $8,202 and $18,172 were recognized on October 1, 2014 and May 1, 2015, respectively.

The percentage interests in the land and mineral reserves sold to Thoroughbred in the above transactions was based on fair values determined by a third-party specialist. As a result of these transactions, Thoroughbred’s undivided interest in certain of the Company’s leased and owned land and mineral reserves in Muhlenberg and Ohio counties as of June 30, 2015 and December 31, 2014 was 61.38% and 49.28%, respectively.

As of June 30, 2015 and December 31, 2014, the outstanding long-term obligation to related party totaled $129,515 and $110,713, respectively. Interest expense recognized for the three months ended June 30, 2015 and 2014 associated with the long-term obligation to related party was $3,139 and $1,837, respectively, and for the six months ended June 30, 2015 and 2014 was $5,636 and $3,664, respectively. The effective interest rate of the long-term obligation to related party, which is adjusted based on significant mine plan changes and the completion of the periodic reserve transfers, was 9.2% as of June 30, 2015.

Lease of Coal Reserves

In February 2011, Thoroughbred entered into a lease and sublease agreement with the Company relating to its Elk Creek reserves and granted the Company a license to mine coal on those properties. The terms of this agreement mirror those of the lease agreements associated with the jointly owned reserves between the Company and Thoroughbred. Total production royalties owed from mining of the Elk Creek reserves, where the Company’s Kronos underground mine resides, for the three months ended June 30, 2015 and 2014 totaled $2,053 and $2,240, respectively, and for the six months ended June 30, 2015 and 2014 totaled $4,054 and $4,264, respectively.

In February 2014, the Company entered into an additional lease and/or sublease with Thoroughbred for certain mineral reserves located in Muhlenberg and McLean Counties of Kentucky, contiguous to its existing reserves, in exchange for a production royalty. Total proven and probable mineral reserves included as part of the transaction was approximately 198 million tons. The initial term of the lease is ten years, with an automatic extension of up to ten years. No mining of this reserve had commenced as of June 30, 2015.

 

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Administrative Services Agreements

The Company entered into an administrative services agreement with Thoroughbred and its general partner, ECGP, pursuant to which the Company agreed to provide Thoroughbred with general administrative and management services, including, but not limited to, human resources, information technology, financial and accounting services and legal services. The administrative service fee, which is adjusted annually, is approved by the conflicts committee of the board of directors. As consideration for the use of the Company’s employees and services, and for certain shared fixed costs, Thoroughbred paid the Company $300 and $253 for the three months ended June 30, 2015 and 2014, respectively, and $600 and $507 for the six months ended June 30, 2015 and 2014, respectively.

Other

In 2006 and 2007, the Company entered into overriding royalty agreements with a current and a former executive employee to compensate them $0.05/ton of coal mined and sold from properties owned by certain subsidiaries of the Company. The agreements remain in effect for the later of 20 years from the date of the agreement or until all salable coal has been extracted. Both royalty agreements transfer with the property regardless of ownership or lease status. The royalties are payable the month following the sale of coal mined from the specified properties. The Company accounts for these royalty arrangements as expense in the period in which the coal is sold. Expense recorded in the three months ended June 30, 2015 and 2014, was $173 and $211, respectively, and $338 and $413 in the six months ended June 30, 2015 and 2014, respectively.

7. LONG-TERM DEBT

The Company’s total indebtedness consisted of the following:

 

Type

   June 30,
2015
     December 31,
2014
 

11.75% Senior Secured Notes due 2019

   $ 194,982       $ 194,570   

Senior Secured Credit Facility

     —          —    

Other

     11,380         9,319   
  

 

 

    

 

 

 
     206,362         203,889   

Less: current maturities

     5,598         4,929   
  

 

 

    

 

 

 

Total long-term debt

   $ 200,764       $ 198,960   
  

 

 

    

 

 

 

Senior Secured Notes due 2019

On December 21, 2012, the Company completed a $200,000 offering of 11.75% Senior Secured Notes due 2019 (the Notes). The Notes were issued at an original issue discount (OID) of 96.567%. The OID was recorded on the Company’s balance sheet as a component of long-term debt, and is being amortized to interest expense over the life of the Notes. As of June 30, 2015 and December 31, 2014, the unamortized OID was $5,018 and $5,430, respectively. Interest on the Notes is due semiannually on June 15 and December 15 of each year. The Company used $123,698 of the proceeds from this issuance to prepay and terminate its previous senior secured credit facility, including accrued and unpaid interest. In addition, the Company used the proceeds to pay fees and expenses of $8,358 related to the Notes offering, which are being amortized to interest expense over the life of the Notes.

2012 Credit Facility

Concurrently with the closing of the Notes offering on December 21, 2012, the Company entered into a new asset based revolving credit facility (the 2012 Credit Facility). The 2012 Credit Facility provides for a five-year $50,000 revolving credit facility that will expire on December 21, 2017. Borrowings under the 2012 Credit Facility may not exceed a borrowing base, as defined within the 2012 Credit Facility agreement. In addition, the 2012 Credit Facility includes a $10,000 letter of credit sub-facility and a $5,000 swingline loan sub-facility. As of June 30, 2015 and December 31, 2014, there were no borrowings outstanding under the 2012 Credit Facility, and the Company had $19,946 available for borrowing under the 2012 Credit Facility at June 30, 2015. The Company incurred $1,198 of deferred financing fees related to the 2012 Credit Facility that have been capitalized and are being amortized to interest expense over the life of the 2012 Credit Facility.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures the fair value of assets and liabilities using a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets; Level 2—inputs, other than quoted market prices in active markets, which are observable, either directly or indirectly; and Level 3—valuations derived from

 

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valuation techniques in which one or more significant inputs are unobservable. In addition, the Company may use various valuation techniques including the market approach, using comparable market prices; the income approach, using present value of future income or cash flow; and the cost approach, using the replacement cost of assets.

The Company’s financial instruments consist of cash equivalents, accounts receivable, long-term debt, and other long-term obligations. For cash equivalents, accounts receivable and other long-term obligations, the carrying amounts approximate fair value due to the short maturity and financial nature of the balances. The estimated fair market values of the Company’s Notes, which was determined using Level 2 inputs, and long-term obligation to related party, which was determined using Level 3 inputs, are as follows:

 

     June 30, 2015      December 31, 2014  
     Fair
Value
     Carrying
Value
     Fair
Value
     Carrying
Value
 

11.75% Senior Secured Notes due 2019(1)

   $ 141,500       $ 194,982       $ 206,000       $ 194,570   

Long-term obligation to related party

     104,005         129,515         115,731         110,713   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 245,505       $ 324,497       $ 321,731       $ 305,283   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  The carrying value of the Notes is net of the unamortized OID as of June 30, 2015 and December 31, 2014, respectively.

The fair value of the Notes is based on quoted market prices, while the fair value of the long-term obligation to related party was based on estimated cash flows discounted to their present value.

9. INCOME TAXES

The Company has not recognized certain income tax benefits, as it does not believe it is more likely than not it will be able to realize its net deferred tax assets. The Company has, therefore, established a valuation allowance against its net deferred tax assets as of June 30, 2015 and December 31, 2014. Based on the anticipated reversals of its deferred tax assets and deferred tax liabilities, the Company has concluded a valuation allowance is necessary only for the excess of deferred tax assets over deferred tax liabilities.

10. EMPLOYEE BENEFIT PLANS

Effective January 1, 2013, the Company began providing certain health care benefits, including the reimbursement of a portion of out-of-pocket costs associated with insurance coverage, to qualifying salaried and hourly retirees and their dependents. Plan coverage for reimbursements will be provided to future hourly and salaried retirees in accordance with the plan document. The Company’s funding policy with respect to the plan is to fund the cost of all postretirement benefits as they are paid.

Net periodic postretirement benefit cost included the following components:

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2015      2014      2015      2014  

Service cost for benefits earned

   $ 304       $ 259       $ 608       $ 517   

Interest cost on accumulated postretirement benefit obligation

     31         21         61         43   

Amortization of prior service cost

     26         26         52         52   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net periodic postretirement cost

   $ 361       $ 306       $ 721       $ 612   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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11. ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2015 consisted of the following:

 

     Postretirement
Benefit Plan
and Other
Employee
Benefit
Obligations
     Accumulated
Other
Comprehensive
Loss
 

Balance as of December 31, 2014

   $ (3,741    $ (3,741

Other comprehensive loss before reclassifications

     —          —    

Amounts reclassified from accumulated other comprehensive loss

     209         209   
  

 

 

    

 

 

 

Net current-period accumulated other comprehensive loss

     (3,532      (3,532
  

 

 

    

 

 

 

Balance as of June 30, 2015

   $ (3,532    $ (3,532
  

 

 

    

 

 

 

The following is a summary of reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2015 and 2014:

 

Details about Accumulated Other

Comprehensive Income (Loss) Components

   Affected Line Item in the
Condensed Consolidated
Statement of Operations
   Amounts Reclassified from
Accumulated Other
Comprehensive Loss

For the
Three Months Ended

June 30,
 
          2015      2014  

Amortization of prior service cost associated with postretirement benefit plan and other employee benefit obligations

   Cost of coal sales    $ (104    $ (26
     

 

 

    

 

 

 
        (104      (26

Income taxes

        —          —    
     

 

 

    

 

 

 

Total reclassifications

      $ (104    $ (26
     

 

 

    

 

 

 

Details about Accumulated Other

Comprehensive Income (Loss) Components

   Affected Line Item in the
Condensed Consolidated
Statement of Operations
   Amounts Reclassified from
Accumulated Other
Comprehensive Loss

For the
Six Months Ended

June 30,
 
          2015      2014  

Amortization of prior service cost associated with postretirement benefit plan and other employee benefit obligations

   Cost of coal sales    $ (209    $ (52
     

 

 

    

 

 

 
        (209      (52

Income taxes

        —          —    
     

 

 

    

 

 

 

Total reclassifications

      $ (209    $ (52
     

 

 

    

 

 

 

12. CLOSURE OF LEWIS CREEK UNDERGROUND MINE

The Company’s Lewis Creek underground mine, which produced coal from the West Kentucky #9 seam, experienced significant operating inefficiencies due to the geological conditions of the portion of the reserve being mined. As a result of the ongoing mining difficulties, a final decision was made in August 2014 not to continue advancing under the current mine plan, but rather to retreat and mine only in the eastern portion of the reserve.

 

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The Company completed mining of the Lewis Creek underground mine in March 2015 and has begun extracting the equipment, which will be utilized at its other mining operations in the future. As a result of the closure, the Company accelerated depreciation of the remaining net book value of the capitalized costs associated with the original development of the mine. Total expense recognized during the first quarter of 2015 to write-off the remaining asset was approximately $6,318, which is included as a component of depreciation, depletion, and amortization expense in the condensed consolidated statement of operations for the six months ended June 30, 2015.

13. COMMITMENTS AND CONTINGENCIES

The Company is subject to various market, operational, financial, regulatory, and legislative risks. Numerous federal, state, and local governmental permits and approvals are required for mining operations. Federal and state regulations require regular monitoring of mines and other facilities to document compliance. Monetary penalties of $1,583 and $1,747 related to Mine Safety and Health Administration fines were accrued as of June 30, 2015 and December 31, 2014, respectively.

The Company is involved from time to time in various legal matters arising in the ordinary course of business. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s consolidated cash flows, results of operations or financial condition.

Coal Sales Contracts

The Company has historically sold the majority of its coal under multi-year supply agreements of varying duration. These contracts typically have specific volume and pricing arrangements for each year of the agreement, which allows customers to secure a supply for their future needs and provides the Company with greater predictability of sales volume and sales prices. Quantities sold under some of these contracts may vary from year to year within certain limits at the option of the customer or the Company. The remaining terms of the Company’s long-term contracts range from one to five years. The Company, via contractual agreements, has committed volumes of sales in 2015 of approximately 8.4 million tons.

14. OTHER, NET

During the second quarter of 2015, the Company received a refund for a portion of the Kentucky sales and use taxes paid on the purchase of certain energy and energy producing fuels for the period of 2008 through 2013. The refund, including interest, totaled $4,482, which is included in other, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2015.

15. SUPPLEMENTAL GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

In accordance with the indenture governing the Notes, the Guarantor Subsidiaries have fully and unconditionally guaranteed the Notes, on a joint and several basis, subject to certain customary release provisions. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management believes that such information is not material to the holders of the Notes. The following historical financial statement information is provided for the Guarantor Subsidiaries. The non-guarantor subsidiaries are considered to be “minor” as the term is defined in Rule 3-10 of Regulation S-X promulgated by the SEC, and the financial position, results of operations, and cash flows of the non-guarantor subsidiaries are, therefore, included in the condensed financial data of the Guarantor Subsidiaries.

 

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Table of Contents

Supplemental Condensed Consolidating Balance Sheets

 

     June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  
ASSETS         

Current assets:

        

Cash and cash equivalents

   $ —       $ 63,303      $ —        $ 63,303   

Accounts receivable

     —          21,213        —          21,213   

Inventories

     —          10,464        —          10,464   

Prepaid and other assets

     269        2,617        —          2,886   

Deferred income taxes

     —          1,454       —          1,454   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     269        99,051        —          99,320   

Property, plant, equipment, and mine development, net

     15,359        383,852        —          399,211   

Investments

     —          3,448        —          3,448   

Investments in subsidiaries

     198,145        —          (198,145     —     

Intercompany receivables

     81,489        (81,489     —          —     

Other non-current assets

     8,229        15,729        —          23,958   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 304,491      $ 420,591      $ (198,145   $ 525,937   
  

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY         

Current liabilities:

        

Accounts payable

   $ 100      $ 23,015      $ —        $ 23,115   

Accrued and other liabilities

     1,235        19,649        —          20,884   

Current portion of capital lease obligations

     —          2,048        —          2,048   

Current maturities of long-term debt

     —          5,598        —          5,598   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     1,335        50,310        —          51,645   

Long-term debt, less current maturities

     194,982        5,782        —          200,764   

Long-term obligation to related party

     —          129,515        —          129,515   

Related party payables, net

     (3,811     12,029        —          8,218   

Asset retirement obligations

     —          14,033        —          14,033   

Long-term portion of capital lease obligations

     —          441        —          441   

Deferred income taxes

     —          1,454       —          1,454   

Other non-current liabilities

     161        8,859        —          9,020   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     192,667        222,423        —          415,090   

Stockholders’ equity:

        

Armstrong Energy, Inc.’s equity

     110,824        198,145        (198,145     110,824   

Non-controlling interest

     —          23        —          23   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     110,824        198,168        (198,145     110,847   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 303,491      $ 420,591      $ (198,145   $ 525,937   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidating Balance Sheets

 

     December 31, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  
ASSETS         

Current assets:

        

Cash and cash equivalents

   $ —        $ 59,518      $ —        $ 59,518   

Accounts receivable

     —          21,799        —          21,799   

Inventories

     —          10,552        —          10,552   

Prepaid and other assets

     62        2,900        —          2,962   

Deferred income taxes

     735        —          —          735   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     797        94,769        —          95,566   

Property, plant, equipment, and mine development, net

     14,648        394,092        —          408,740   

Investments

     —          3,372        —          3,372   

Investments in subsidiaries

     199,435        —          (199,435     —     

Intercompany receivables

     96,755        (96,755     —          —     

Other non-current assets

     8,980        15,789        —          24,769   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 320,615      $ 411,267      $ (199,435   $ 532,447   
  

 

 

   

 

 

   

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY         

Current liabilities:

        

Accounts payable

   $ 100      $ 27,493      $  —        $ 27,593   

Accrued and other liabilities

     3,456        13,661        —          17,117   

Current portion of capital lease obligations

     —          2,426        —          2,426   

Current maturities of long-term debt

     —          4,929        —          4,929   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     3,556        48,509        —          52,065   

Long-term debt, less current maturities

     194,570        4,390        —          198,960   

Long-term obligation to related party

     —          110,713        —          110,713   

Related party payables, net

     (3,211     21,383        —          18,172   

Asset retirement obligations

     —          17,379        —          17,379   

Long-term portion of capital lease obligations

     —          1,358        —          1,358   

Deferred income taxes

     735        —          —          735   

Other non-current liabilities

     131        8,077        —          8,208   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     195,781        211,809        —          407,590   

Stockholders’ equity:

        

Armstrong Energy, Inc.’s equity

     124,834        199,435        (199,435     124,834   

Non-controlling interest

     —          23        —          23   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     124,834        199,458        (199,435     124,857   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 320,615      $ 411,267      $ (199,435   $ 532,447   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidated Statements of Operations

 

     Three Months Ended June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenue

   $ —        $ 93,139      $ —        $ 93,139   

Costs and Expenses:

        

Cost of coal sales, exclusive of items shown separately below

     —          70,153        —          70,153   

Production royalty to related party

     —          2,053        —          2,053   

Depreciation, depletion, and amortization

     507        9,998        —          10,505   

Asset retirement obligation expenses

     —          717        —          717   

General and administrative expenses

     601        3,682        —          4,283   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (1,108     6,536        —          5,428   

Other income (expense):

        

Interest expense, net

     (5,568     (3,302     —          (8,870

Other, net

     —          4,595        —          4,595   

Income from investment in subsidiaries

     7,570        —          (7,570     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     894        7,829        (7,570     1,153   

Income tax provision

     —          259       —          259  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     894        7,570        (7,570     894   

Less: income attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common stockholders

   $ 894      $ 7,570      $ (7,570   $ 894   
  

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended June 30, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenue

   $ —        $ 116,287      $ —        $ 116,287   

Costs and Expenses:

        

Cost of coal sales, exclusive of items shown separately below

     —          95,166        —          95,166   

Production royalty to related party

     —          2,240        —          2,240   

Depreciation, depletion, and amortization

     471        9,260        —          9,731   

Asset retirement obligation expenses

     —          500        —          500   

General and administrative expenses

     909        3,834        —          4,743   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (1,380     5,287        —          3,907   

Other income (expense):

        

Interest expense, net

     (6,237     (2,053     —          (8,290

Other, net

     —          245        —          245   

Income from investment in subsidiaries

     3,479        —          (3,479     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (4,138     3,479        (3,479     (4,138

Income tax provision

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (4,138     3,479        (3,479     (4,138

Less: income attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to common stockholders

   $ (4,138   $ 3,479      $ (3,479   $ (4,138
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidated Statements of Operations

 

     Six Months Ended June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenue

   $ —        $ 189,474      $ —        $ 189,474   

Costs and Expenses:

        

Cost of coal sales, exclusive of items shown separately below

     —          148,983        —          148,983   

Production royalty to related party

     —          4,054        —          4,054   

Depreciation, depletion, and amortization

     1,012        26,397        —          27,409   

Asset retirement obligation expenses

     —          1,584        —          1,584   

General and administrative expenses

     782        8,140        —          8,922   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (1,794     316        —          (1,478

Other income (expense):

        

Interest expense, net

     (11,277     (5,970     —          (17,247

Other, net

     —          4,624        —          4,624   

Loss from investment in subsidiaries

     (1,289     —          1,289        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (14,360     (1,030     1,289        (14,101

Income tax provision

     —          259        —          259  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (14,360     (1,289     1,289        (14,360

Less: income attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (14,360   $ (1,289   $ 1,289      $ (14,360
  

 

 

   

 

 

   

 

 

   

 

 

 
     Six Months Ended June 30, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenue

   $ —        $ 227,153      $ —        $ 227,153   

Costs and Expenses:

        

Cost of coal sales, exclusive of items shown separately below

     —          185,285        —          185,285   

Production royalty to related party

     —          4,264        —          4,264   

Depreciation, depletion, and amortization

     947        18,991        —          19,938   

Asset retirement obligation expenses

     —          1,008        —          1,008   

General and administrative expenses

     1,829        8,160        —          9,989   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (2,776     9,445        —          6,669   

Other income (expense):

        

Interest expense, net

     (12,485     (4,049     —          (16,534

Other, net

     —          427        —          427   

Income from investment in subsidiaries

     5,823        —          (5,823     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (9,438     5,823        (5,823     (9,438

Income tax provision

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (9,438     5,823        (5,823     (9,438

Less: income attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to common stockholders

   $ (9,438   $ 5,823      $ (5,823   $ (9,438
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidated Statements of Comprehensive Income (Loss)

 

     Three Months Ended June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
     Eliminations     Consolidated  

Net income

   $ 894      $ 7,570       $ (7,570   $ 894   

Other comprehensive income:

         

Postretirement benefit plan and other employee benefit obligation

     —          104         —          104   
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income

     —          104         —          104   
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income

     894        7,674         (7,570     998   

Less: comprehensive income (loss) attributable to non-controlling interest

     —          —           —          —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income attributable to common stockholders

   $ 894      $ 7,674       $ (7,570   $ 998   
  

 

 

   

 

 

    

 

 

   

 

 

 
     Three Months Ended June 30, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
     Eliminations     Consolidated  

Net (loss) income

   $ (4,138   $ 3,479       $ (3,479   $ (4,138

Other comprehensive income:

         

Postretirement benefit plan and other employee benefit obligation

     —          26         —          26   
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income

     —          26         —          26   
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive (loss) income

     (4,138     3,505         (3,479     (4,112

Less: comprehensive income (loss) attributable to non-controlling interest

     —          —           —          —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive (loss) income attributable to common stockholders

   $ (4,138   $ 3,505       $ (2,395   $ (4,112
  

 

 

   

 

 

    

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidated Statements of Comprehensive Income (Loss)

 

     Six Months Ended June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Net loss

   $ (14,360   $ (1,289   $ 1,289      $ (14,360

Other comprehensive income:

        

Postretirement benefit plan and other employee benefit obligation

     —          209        —          209   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     —          209        —          209   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

     (14,360     (1,080     1,289        (14,151

Less: comprehensive income (loss) attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss attributable to common stockholders

   $ (14,360   $ (1,080   $ 1,289      $ (14,151
  

 

 

   

 

 

   

 

 

   

 

 

 
     Six Months Ended June 30, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Eliminations     Consolidated  

Net (loss) income

   $ (9,438   $ 5,823      $ (5,823   $ (9,438

Other comprehensive income:

        

Postretirement benefit plan and other employee benefit obligation

     —          52        —          52   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     —          52        —          52   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

     (9,438     5,875        (5,823     (9,386

Less: comprehensive income (loss) attributable to non-controlling interest

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to common stockholders

   $ (9,438   $ 5,875      $ (5,823   $ (9,386
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Supplemental Condensed Consolidating Statements of Cash Flows

 

     Six Months Ended June 30, 2015  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Consolidated  

Cash Flows from Operating Activities:

      

Net cash (used in) provided by operating activities:

   $ (13,546   $ 35,221      $ 21,675   

Cash Flows from Investing Activities:

      

Investment in property, plant, equipment, and mine development

     (1,723     (12,679     (14,402

Proceeds from disposal of fixed assets

     —          475        475   
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (1,723     (12,204     (13,927

Cash Flows from Financing Activities:

      

Payment on capital lease obligations

     —          (1,296     (1,296

Payment of long-term debt

     —          (2,667     (2,667

Transactions with affiliates, net

     15,269        (15,269     —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     15,269        (19,232     (3,963
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          3,785        3,785   

Cash and cash equivalents, at the beginning of the period

     —          59,518        59,518   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, at the end of the period

   $ —        $ 63,303      $ 63,303   
  

 

 

   

 

 

   

 

 

 
     Six Months Ended June 30, 2014  
     Parent /
Issuer
    Guarantor
Subsidiaries
    Consolidated  

Cash Flows from Operating Activities:

      

Net cash (used in) provided by operating activities:

   $ (14,754   $ 37,886      $ 23,132   

Cash Flows from Investing Activities:

      

Investment in property, plant, equipment, and mine development

     (540     (6,303     (6,843

Proceeds from disposal of fixed assets

     —          5        5   
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (540     (6,298     (6,838

Cash Flows from Financing Activities:

      

Payment on capital lease obligations

     —          (1,509     (1,509

Payment of long-term debt

     —          (3,741     (3,741

Repurchase of employee stock relinquished for tax withholdings

     (87     —          (87

Transactions with affiliates, net

     15,381        (15,381     —     
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     15,294        (20,631     (5,337
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —          10,957        10,957   

Cash and cash equivalents, at the beginning of the period

     —          51,632        51,632   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, at the end of the period

   $ —        $ 62,589      $ 62,589   
  

 

 

   

 

 

   

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 26, 2015.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Various statements contained in this quarterly report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this quarterly report speak only as of the date of this quarterly report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, contingencies and uncertainties include, but are not limited to, the following:

 

    market demand for coal and electricity;

 

    geologic conditions, weather and other inherent risks of coal mining that are beyond our control;

 

    competition within our industry and with producers of competing energy sources;

 

    excess production and production capacity;

 

    our ability to acquire or develop coal reserves in an economically feasible manner;

 

    inaccuracies in our estimates of our coal reserves;

 

    availability and price of mining and other industrial supplies, including steel-based supplies, diesel fuel, rubber tires and explosives;

 

    the continued weakness in global economic conditions or in any industry in which our customers operate, or sustained uncertainty in financial markets, which may cause conditions we cannot predict;

 

    coal users switching to other fuels in order to comply with various environmental standards related to coal combustion;

 

    volatility in the capital and credit markets;

 

    availability of skilled employees and other workforce factors;

 

    our ability to collect payments from our customers;

 

    defects in title or the loss of a leasehold interest;

 

    railroad, barge, truck and other transportation performance costs;

 

    our ability to secure new coal supply arrangements or to renew existing coal supply arrangements;

 

    the deferral of contracted shipments of coal by our customers;

 

    our ability to service our outstanding indebtedness;

 

    our ability to comply with the restrictions imposed by our revolving credit facility, the indenture governing our notes and other financing arrangements;

 

    the availability and cost of surety bonds;

 

    our ability to obtain and renew various permits, including permits authorizing the disposition of certain mining waste;

 

    existing and future legislation and regulations affecting both our coal mining operations and our customers’ coal usage, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxide, nitrogen oxides, or toxic gases, such as hydrogen chloride, particulate matter or greenhouse gases;

 

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Table of Contents
    the accuracy of our estimates of reclamation and other mine closure obligations;

 

    our ability to attract and retain key management personnel; and

 

    efforts to organize our workforce for representation under a collective bargaining agreement.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this document and in our other SEC filings, including the more detailed discussion of these factors and other factors that could affect our results included in “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 26, 2015, as may be updated in subsequent filings with the SEC.

Overview

Armstrong Energy, Inc. (together with its subsidiaries, we or the Company) is a producer of low chlorine, high sulfur thermal coal from the Illinois Basin, with both surface and underground mines. We market our coal primarily to proximate and investment grade electric utility companies as fuel for their steam-powered generators. Based on 2014 production, we are the sixth largest producer in the Illinois Basin and the second largest in Western Kentucky. We were formed in 2006 to acquire and develop a large coal reserve holding. We commenced production in the second quarter of 2008 and currently operate seven mines, including four surface and three underground. We control approximately 563 million tons of proven and probable coal reserves. We also own and operate three coal processing plants, which support our mining operations. From our reserves, we mine coal from multiple seams that, in combination with our coal processing facilities, enhance our ability to meet customer requirements for blends of coal with different characteristics. The locations of our coal reserves and operations, adjacent to the Green River, together with our river dock coal handling and rail loadout facilities, allow us to optimize coal blending and handling, and provide our customers with rail, barge and truck transportation options.

We market our coal primarily to large utilities with coal-fired, base-load, scrubbed power plants under multi-year coal supply agreements. Our multi-year coal supply agreements usually have specific volume and pricing arrangements for each year of the agreement. These agreements allow customers to secure a supply for their future needs and provide us with greater predictability of sales volume and sales prices. At June 30, 2015, we had coal supply agreements with terms ranging from one to five years. As of June 30, 2015, we are contractually committed to sell approximately 8.4 million tons of coal in 2015. The average price per committed ton for 2015 is $46.23.

Recent Developments

Revisions to Mine Plans

Our Lewis Creek underground mine, which produced coal from the West Kentucky #9 seam, experienced significant operating inefficiencies due to the geological conditions of the portion of the reserve being mined. As a result of the ongoing mining difficulties, a final decision was made in August 2014 not to continue advancing under the current mine plan, but rather to retreat and mine only in the eastern portion of the reserve.

We completed mining of the Lewis Creek underground mine in March 2015 and have begun extracting the equipment, which will be utilized at our other mining operations in the future. As a result of the closure, we accelerated depreciation of the remaining net book value of the capitalized costs associated with the original development of the mine. Total expense recognized during the first quarter of 2015 to write-off the remaining asset was approximately $6.3 million, which is included as a component of depreciation, depletion, and amortization (DD&A) expense in the condensed consolidated statement of operations for the six months ended June 30, 2015.

In addition to the above, we periodically adjust our mine plans based on changes in current market conditions, the regulatory environment, and the anticipated cost structure at each of our mines. During the first quarter of 2015, we reevaluated the mine plans for certain of our surface operations and, as a result, determined the estimated useful lives of a portion of the machinery and equipment had been reduced based on the expected future utilization of these assets. As such, we have reduced the depreciable lives of the identified machinery and equipment which increased depreciation expense by approximately $0.6 million and $1.2 million for the three and six months ended June 30, 2015, respectively, and will continue to increase depreciation expense on a prospective basis.

Sale of Coal Reserves

On May 1, 2015, we sold a 12.10% undivided interest in certain leased and owned land and mineral reserves to our affiliate, Thoroughbred Resources, L.P. (Thoroughbred), in exchange for Thoroughbred forgiving amounts owed by the Company of $18.2 million, which consisted primarily of deferred production royalties. The newly acquired interests in the mineral reserves were leased and/or subleased by Thoroughbred to us in exchange for a production royalty. Similar to previous reserve transfers, this transaction was accounted for as a financing arrangement, and an additional long-term obligation to Thoroughbred of $18.2 million was recognized in the second quarter of 2015.

 

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The percentage interest in the land and mineral reserves sold was based on a fair value determined by a third-party specialist. As a result of this transaction, Thoroughbred’s undivided interest in certain of the Company’s leased and owned land and mineral reserves in Muhlenberg and Ohio counties increased to 61.38%. See Note 6, “Related Party Transactions,” to the unaudited condensed consolidated financial statements included in this report and “Item 13—Certain Relationships and Related Party Transactions, and Director Independence” in our Annual Report on Form 10-K filed with the SEC on March 26, 2015 for additional information concerning our leases with related parties.

Results of Operations

Non-GAAP Financial Information

Adjusted EBITDA, as presented in this Quarterly Report on Form 10-Q, is a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. generally accepted accounting (GAAP). It is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as measures of our liquidity.

We define “Adjusted EBITDA” as net income (loss) before deducting net interest expense, income taxes, depreciation, depletion and amortization, asset retirement obligation expense, non-cash production royalty to related party, loss on settlement of interest rate swap, loss on deferment of equity offering, gain on settlement of asset retirement obligations, non-cash stock compensation expense, non-cash employee benefit expense, non-cash charges related to non-recourse notes, gain on deconsolidation, and (gain) loss on extinguishment of debt. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate Adjusted EBITDA in the same manner. We present Adjusted EBITDA because we consider it an important supplemental measure of our performance and believe it is useful to an investor in evaluating our Company. We also include a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income (loss), in the sections that follow.

Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

Summary

 

     Three Months Ended
June 30,
     Change  
     2015      2014      Amount     Percentage  
     (In thousands, except per ton amounts)  

Tons of coal sold

     2,039         2,475         (436     (17.6 %) 

Total revenue

   $ 93,139       $ 116,287       $ (23,148     (19.9 %) 

Average sales price per ton

   $ 45.68       $ 46.98       $ (1.30     (2.8 %) 

Cost of coal sales1

   $ 70,153       $ 95,166       $ 25,013        26.3

Average cost of sales per ton1

   $ 34.41       $ 38.45       $ 4.04        10.5

Net income (loss)

   $ 894       $ (4,138    $ 5,032        121.6

Adjusted EBITDA2

   $ 23,548       $ 16,443       $ 7,105        43.2

 

1  Includes revenue-based production taxes and royalties; excludes depreciation, depletion, and amortization, asset retirement obligation expenses, and general and administrative costs.
2  Non-GAAP measure; please see definition above and reconciliation below.

Revenue

Our coal sales revenue for the three months ended June 30, 2015 decreased by $23.1 million, or 19.9%, to $93.1 million, as compared to $116.3 million for the three months ended June 30, 2014. This decrease is attributable to an unfavorable volume variance of approximately $20.4 million year-over-year due to a decline in customer demand resulting in the delay of shipments and an unfavorable price variance of approximately $2.7 million due to unfavorable transportation adjustments included as a component of the price in certain of our long-term coal supply agreements as a result of declining diesel prices.

 

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Cost of Coal Sales

Cost of coal sales decreased 26.3% to $70.2 million in the three months ended June 30, 2015, from $95.2 million in the same period of 2014. The decline is attributable to selling 0.4 million tons less and a reduction in the operating cost per ton in the second quarter of 2015, as compared to the same period of 2014. On a per ton basis, our cost of coal sales decreased during the three months ended June 30, 2015, compared to the same period of 2014, from $38.45 per ton to $34.41 per ton. This decrease in the per ton amounts is due to favorable repair and maintenance costs at our underground mines, lower diesel fuel costs and better mining conditions experienced in the current year.

Production Royalty to Related Party

Production royalty to related party declined $0.2 million, or 8.3%, to $2.0 million during the three months ended June 30, 2015, as compared to the same period of 2014. This amount relates to production royalties earned by our affiliate, Thoroughbred, from sales originating from our Kronos underground mine (where the mineral reserves are leased directly from Thoroughbred). The reduction is due to sales volume declines experienced at our Kronos underground mine during the current quarter, along with lower average prices in the current quarter, as compared to the same period of 2014.

Depreciation, Depletion and Amortization

DD&A expense increased by $0.8 million, or 8.0%, to $10.5 million during the three months ended June 30, 2015, as compared to the same period of 2014. The increase is primarily due the impact of the revision in the first quarter of 2015 to the useful lives of a portion of the machinery and equipment associated with certain of our surface mines.

Asset Retirement Obligation Expenses

Asset retirement obligation expenses increased by $0.2 million, or 43.4%, to $0.7 million in the three months ended June 30, 2015, as compared to the same period of 2014. The increase is primarily attributable to changes in asset retirement cost estimates based on revisions to discount rates, reserve valuations and projected mine lives.

General and Administrative Expenses

General and administrative (G&A) expenses were $4.3 million for the three months ended June 30, 2015, which was $0.5 million, or 9.7%, lower than the three months ended June 30, 2014. The decrease in the three months ended June 30, 2015, as compared to the same period of 2014, is due primarily to lower expenses for labor and benefits.

Interest Expense, Net

Interest expense, net is derived from the following components:

 

     Three Months Ended
June 30,
 
     2015      2014  
     (In thousands)  

11.75% Senior Secured Notes due 2019

   $ 5,875       $ 5,875   

Senior Secured Credit Facility

     —          —    

Long-term obligation to related party

     3,139         1,837   

Other, net

     747         666   

Capitalized interest

     (891      (88
  

 

 

    

 

 

 

Total

   $ 8,870       $ 8,290   
  

 

 

    

 

 

 

Interest expense, net was $8.9 million for the three months ended June 30, 2015, as compared to $8.3 million for the three months ended June 30, 2014. The increase is principally attributable to an increase in the effective interest rate on the long-term obligation to related party due to revisions in the mine plan at December 31, 2014 and the increase in the principal balance of the long-term obligation to related party from the completion of the reserve transfers to Thoroughbred in October 2014 and May 2015, which increased the principal balance on the obligation by $6.1 million and $18.2 million, respectively. The year-over-year increase in interest expense was partially offset by a higher amount of capitalized interest during the current quarter, as compared to 2014.

 

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Other, Net

Other, net for the three months ended June 30, 2015 and 2014 was $4.6 million and $0.2 million, respectively. The increase is due to a $4.5 million refund during the second quarter of 2015 for a portion of Kentucky sales and use taxes paid on the purchase of certain energy and energy producing fuels for the period of 2008 through 2013.

Net Income (Loss)

Net income for the three months ended June 30, 2015 was $0.9 million, as compared to a net loss of $4.1 million for the same period of 2014. The increase in net income is driven by the improved operating income and the refund during the second quarter of 2015 of certain previously paid Kentucky sales and use taxes, partially offset by increased interest expenses in the current year.

Adjusted EBITDA

The following table reconciles Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

 

     Three Months Ended
June 30,
 
     2015      2014  
     (In thousands)  

Net income (loss)

   $ 894       $ (4,138

Depreciation, depletion, and amortization

     10,505         9,731   

Asset retirement obligation expenses

     717         500   

Non-cash production royalty to related party

     2,053         2,240   

Interest expense, net

     8,870         8,290   

Income tax provision

     259         —    

Non-cash employee benefit expense

     167         —    

Non-cash stock compensation expense

     83         (180
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 23,548       $ 16,443   
  

 

 

    

 

 

 

Our Adjusted EBITDA for the three months ended June 30, 2015 was $23.5 million, as compared to $16.4 million for the three months ended June 30, 2014. The increase in Adjusted EBITDA resulted primarily from the $4.5 million Kentucky sales and use tax refund during the second quarter of 2015, as well as an increase in gross margin as a result of production efficiencies in the three months ended June 30, 2015, as compared to the same period of 2014, and lower G&A costs, exclusive of stock compensation expense, experienced in the current quarter.

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

Summary

 

     Six Months Ended
June 30,
     Change  
     2015      2014      Amount     Percentage  
     (In thousands, except per ton amounts)  

Tons of coal sold

     4,005         4,832         (827     (17.1 %) 

Total revenue

   $ 189,474       $ 227,153       $ (37,679     (16.6 %) 

Average sales price per ton

   $ 47.31       $ 47.01       $ 0.30        0.6

Cost of coal sales1

   $ 148,983       $ 185,285       $ 36,302        19.6

Average cost of sales per ton1

   $ 37.20       $ 38.35       $ 1.15        3.0

Net loss

   $ 14,360       $ 9,438       $ (4,922     (52.2 %) 

Adjusted EBITDA2

   $ 36,668       $ 32,189       $ 4,479        13.9

 

1  Includes revenue-based production taxes and royalties; excludes depreciation, depletion, and amortization, asset retirement obligation expenses, and general and administrative costs.
2  Non-GAAP measure; please see definition above and reconciliation below.

 

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Revenue

Our coal sales revenue for the six months ended June 30, 2015 decreased by $37.7 million, or 16.6%, to $189.5 million, as compared to $227.2 million for the six months ended June 30, 2014. This decrease is attributable to an unfavorable volume variance of approximately $38.9 million year-over-year due to production and delivery issues during the first quarter of 2015 resulting from the inclement weather experienced in western Kentucky and a decline in customer demand resulting in the delay of shipments during the second quarter. This was partially offset by a favorable price variance of approximately $1.2 million due to customer mix and higher year-over-year contract prices.

Cost of Coal Sales

Cost of coal sales decreased 19.6% to $149.0 million in the six months ended June 30, 2015, from $185.3 million in the same period of 2014. The decline is primarily attributable to selling 0.8 million tons less in the first half of 2015, as compared to the same period of 2014. On a per ton basis, our cost of coal sales decreased during the six months ended June 30, 2015, compared to the same period of 2014, from $38.35 per ton to $37.20 per ton. This decrease in the per ton amounts is due to favorable repair and maintenance costs experienced at our underground mines, lower fuel costs and better mining conditions in the first half of 2015, partially offset by adverse weather conditions that occurred in the first quarter of 2015.

Production Royalty to Related Party

Production royalty to related party was $4.1 million and $4.3 million, respectively, for the six months ended June 30, 2015 and 2014. This amount relates to production royalties earned by our affiliate, Thoroughbred, from sales originating from our Kronos underground mine (where the mineral reserves are leased directly from Thoroughbred). Sales volume declines experienced at our Kronos underground mine during the six months ended June 30, 2015, along with lower average prices in the first half of 2015, resulted in the decline in the production royalty earned by Thoroughbred in the six months ended June 30, 2015, as compared to the same period of 2015.

Depreciation, Depletion and Amortization

DD&A expense increased by $7.5 million, or 37.5%, to $27.4 million during the six months ended June 30, 2015, as compared to the same period of 2014. The increase is primarily due to the accelerated depreciation of the capitalized mine development costs associated with the Lewis Creek underground mine resulting from the closure of the mine in the first quarter of 2015 and the impact of the revision during the first quarter of 2015 to the useful lives of a portion of the machinery and equipment associated with certain of our surface mines.

Asset Retirement Obligation Expenses

Asset retirement obligation expenses increased by $0.6 million, or 57.1%, to $1.6 million in the six months ended June 30, 2015, as compared to the same period of 2014. The increase is primarily attributable to changes in asset retirement cost estimates based on revisions to discount rates, reserve valuations and projected mine lives.

General and Administrative Expenses

G&A expenses were $8.9 million for the six months ended June 30, 2015, which was $1.1 million, or 10.7%, lower than the six months ended June 30, 2014. The decrease in the six months ended June 30, 2015, as compared to the same period of 2014, is due primarily to lower expenses for labor and benefits ($1.4 million), partially offset by higher legal and other professional fees ($0.3 million).

 

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Interest Expense, Net

Interest expense, net is derived from the following components:

 

     Six Months Ended
June 30,
 
     2015      2014  
     (In thousands)  

11.75% Senior Secured Notes due 2019

   $ 11,750       $ 11,750   

Senior Secured Credit Facility

     —          —    

Long-term obligation to related party

     5,636         3,664   

Other, net

     1,497         1,370   

Capitalized interest

     (1,636      (250
  

 

 

    

 

 

 

Total

   $ 17,247       $ 16,534   
  

 

 

    

 

 

 

Interest expense, net was $17.2 million for the six months ended June 30, 2015, as compared to $16.5 million for the six months ended June 30, 2014. The increase is principally attributable to an increase in the effective interest rate on the long-term obligation to related party due to revisions in the mine plan at December 31, 2014 and the increase in the principal balance of the long-term obligation to related party from the completion of the reserve transfers to Thoroughbred in October 2014 and May 2015, which increased the principal balance on the obligation by $6.1 million and $18.2 million, respectively. The year-over-year increase in interest expense was partially offset by a higher amount of capitalized interest during the first half of 2015, as compared to the same period of 2014.

Other, Net

Other, net for the six months ended June 30, 2015 and 2014 was $4.6 million and $0.4 million, respectively. The increase is due to a $4.5 million refund during the second quarter of 2015 for a portion of Kentucky sales and use taxes paid on the purchase of certain energy and energy producing fuels for the period of 2008 through 2013.

Net Loss

Net loss for the six months ended June 30, 2015 was $14.4 million, as compared to $9.4 million for the same period of 2014. The increase in net loss is largely due to the decline in gross margin and increase in DD&A expense, partially offset by the refund of certain previously paid Kentucky sales and use taxes during the second quarter of 2015.

Adjusted EBITDA

The following table reconciles Adjusted EBITDA to net loss, the most directly comparable GAAP measure:

 

     Six Months Ended
June 30,
 
     2015      2014  
     (In thousands)  

Net loss

   $ (14,360    $ (9,438

Depreciation, depletion, and amortization

     27,409         19,938   

Asset retirement obligation expenses

     1,584         1,008   

Non-cash production royalty to related party

     4,054         4,264   

Interest expense, net

     17,247         16,534   

Income tax provision

     259         —    

Non-cash employee benefit expense

     334         —    

Non-cash stock compensation expense

     141         (117
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 36,668       $ 32,189   
  

 

 

    

 

 

 

Our Adjusted EBITDA for the six months ended June 30, 2015 was $36.7 million, as compared to $32.2 million for the six months ended June 30, 2014. The increase in Adjusted EBITDA resulted primarily from the $4.5 million Kentucky sales and use tax refund during the second quarter of 2015 and lower G&A costs in the first half of 2015, exclusive of stock compensation expense, partially offset by a decline in the current year gross margin as a result of the decline in sales volume in the six months ended June 30, 2015, as compared to the same period of 2014.

 

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Liquidity and Capital Resources

Liquidity

Our business is capital intensive and requires substantial capital expenditures for purchasing, upgrading and maintaining equipment used in mining our reserves, as well as complying with applicable environmental laws and regulations. Our principal liquidity requirements are to finance current operations, fund capital expenditures, including acquisitions from time to time, and to service our debt. Historically, our primary sources of liquidity to meet these needs have been cash generated by our operations, borrowings under our credit facilities and contributions from our equity holders.

On December 21, 2012, we completed a $200.0 million offering of 11.75% senior secured notes due 2019 (the Notes) and received proceeds of $193.1 million, as the Notes were issued at an original issue discount of 96.567%. Interest on the Notes is due semiannually on June 15 and December 15 of each year. In connection with the offering, we prepaid and terminated our then existing senior secured credit facility. In addition, we entered into a new asset based revolving credit facility, which provides for revolving borrowings of up to $50.0 million (the 2012 Credit Facility).

The principal indicators of our liquidity are our cash on hand and availability under the 2012 Credit Facility. As of June 30, 2015, our available liquidity was $83.2 million, comprised of cash on hand of $63.3 million and $19.9 million available under the 2012 Credit Facility.

We believe that existing cash balances, cash generated from operations and borrowings under the 2012 Credit Facility will be sufficient to meet working capital requirements, anticipated capital expenditures and debt service requirements. We manage our exposure to changing commodity prices for our long-term coal contract portfolio through the use of multi-year coal supply agreements. We generally enter into fixed price, fixed volume supply contracts with terms greater than one year with customers with whom we have historically had limited collection issues. Our ability to satisfy debt service obligations, to fund planned capital expenditures, and to make acquisitions, will depend upon our future operating performance, which will be affected by prevailing economic conditions in the coal industry and financial, business and other factors, some of which are beyond our control.

Cash Flows

The following table reflects cash flows for the applicable periods:

 

     Six Months
Ended June 30,
 
     2015      2014  
     (In thousands)  

Net cash provided by (used in):

     

Operating activities

   $ 21,675       $ 23,132   

Investing activities

   $ (13,927    $ (6,838

Financing activities

   $ (3,963    $ (5,337

Six Months Ended June 30, 2015 Compared to six Months Ended June 30, 2014

Net cash provided by operating activities was $21.7 million for the six months ended June 30, 2015, a decrease of $1.5 million from net cash provided by operating activities of $23.1 million for the same period of 2014. We experienced a decrease in operating income in the first half of 2015 due to the lower production levels and higher DD&A expense primarily from the accelerated depreciation of the capitalized mine development costs associated with the Lewis Creek underground mine and the revisions to the mine plans of certain of our surface operations that resulted in the reduction in the useful lives of certain machinery and equipment, which increased DD&A expense by approximately $7.5 million in the first half of 2015, as compared to the same period of 2014. Partially offsetting the decline in operating results was the receipt of a Kentucky sales and use tax refund totaling approximately $4.5 million during the second quarter of 2015, which is included as a component of other, net. Positively impacting cash flows from operations for the six months ended June 30, 2015 was an increase in the net related party liabilities of $8.8 million due to the deferment of amounts owed to our affiliate, Thoroughbred, including interest and royalties earned on leased reserves. Negatively impacting operating cash flows was a decrease in accounts payable and accrued and other liabilities due to the timing of payments. Cash flows from operations for the six months ended June 30, 2014 were positively impacted by an increase in accounts payable and accrued and other liabilities of $5.1 million and net related party liabilities of $7.1 million due to the deferment of amounts owed to Thoroughbred. Negatively impacting operating cash flows was an increase in other non-current assets during the six months ended June 30, 2014 due to an increase in collateral posted against outstanding surety bonds, which are used to secure the performance of our reclamation obligations, as well as an increase in accounts receivable related to the timing of cash receipts.

Net cash used in investing activities increased $7.1 million to $13.9 million for the six months ended June 30, 2015, compared to $6.8 million for the same period of 2014. The current year investment is primarily attributable to capital expenditures for equipment and mine development associated with a new underground mine at our Parkway complex, whereas the prior year investment is largely attributable to maintaining our existing fixed assets.

 

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Net cash used in financing activities was $4.0 million for the six months ended June 30, 2015, compared to net cash used in financing activities of $5.3 million for the six months ended June 30, 2014. The current year and prior year activity relates primarily to scheduled capital lease and other long-term debt payments.

Contractual Obligations

Our contractual obligations have not changed materially from the disclosures in our Annual Report on Form 10-K filed with the SEC on March 26, 2015.

Capital Expenditures

Our mining operations require investments to expand, upgrade or enhance existing operations and to comply with environmental and safety regulations. Our anticipated total capital expenditures for 2015 are estimated to be within a range of $27.0 million to $30.0 million. Management anticipates funding capital requirements with current cash balances and cash flows provided by operations. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability and cost of additional capital will depend upon our financial condition and results of operations, as well as prevailing market conditions and several other factors over which we have limited control.

Mine Development Costs

Mine development costs are capitalized until production commences, other than production incidental to the mine development process, and are amortized on a units-of-production method based on the estimated proven and probable reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Our estimate of when construction of the mine for economic extraction is substantially complete is based upon a number of assumptions, such as expectations regarding the economic recoverability of reserves, the type of mine under development, and the completion of certain mine requirements, such as ventilation. Coal extracted during the development phase is incidental to the mine’s production capacity and is not considered to shift the mine into the production phase.

We began development of a new underground mine in the second quarter of 2014 at our Parkway mine complex to extract coal from the West Kentucky #8 seam, which is anticipated to be completed in the third quarter of 2015. Annual production capacity at the mine is eventually expected to be expanded to approximately 2.4 million tons. Capitalized development costs as of June 30, 2015 totaled approximately $24.3 million.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements. These arrangements include guarantees and financial instruments with off-balance sheet risk, such as surety bonds and performance bonds. No liabilities related to these arrangements are reflected in our consolidated balance sheet, and we do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements.

Federal and state laws require us to secure certain long-term obligations such as mine closure and reclamation costs and other obligations. We typically secure these obligations by using surety bonds, an off-balance sheet instrument. The use of surety bonds is less expensive for us than the alternative of posting a 100% cash bond. To the extent that surety bonds become unavailable, we would seek to secure our reclamation obligations with letters of credit, cash deposits or other suitable forms of collateral. We also post performance bonds to secure our performance of various contractual obligations.

As of June 30, 2015, we had approximately $34.7 million in surety bonds outstanding to secure the performance of our reclamation obligations, which were supported by approximately $6.0 million of cash posted as collateral.

Related Party Transactions

In the normal course of business, we engage in certain related party transactions with Thoroughbred, as well as other affiliated parties. These transactions generally include production and overriding royalties, administrative service agreements, reserve leases, and certain financing arrangements. For more information regarding our related party transactions, see Note 6, “Related Party Transactions,” to the unaudited condensed consolidated financial statements included in this report and “Item 13—Certain Relationships and Related Party Transactions, and Director Independence” in our Annual Report on Form 10-K filed with the SEC on March 26, 2015.

 

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Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

The most significant areas requiring the use of management estimates and assumptions relate to units-of-production amortization calculations, asset retirement obligations, useful lives for depreciation of fixed assets, and the accounting for the long-term obligation to related party. For a full discussion of our accounting estimates and assumptions that we have identified as critical in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K filed with the SEC on March 26, 2015.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued guidance requiring an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability as opposed to an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued, and the new guidance would be applied retrospectively to all prior periods presented. The adoption of this standard update is not expected to have a material impact on our consolidated financial statements.

In August 2014, the FASB issued guidance on management’s responsibility in evaluating, at each annual and interim reporting period, whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early adoption permitted.

In May 2014, the FASB issued a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard requires revenue to be recognized when promised goods or services are transferred to a customer in an amount that reflects the consideration expected in exchange for those goods or services. The standard permits the use of either the full retrospective or modified retrospective transition method. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted to the original effective date of December 15, 2016. The Company is currently evaluating the impact of this new pronouncement on its financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We define market risk as the risk of economic loss as a consequence of the adverse movement of market rates and prices. We believe our principal market risks are commodity price risk and credit risk.

Commodity Price Risk

We sell most of the coal we produce under multi-year coal supply agreements. Historically, we have principally managed the commodity price risks from our coal sales by entering into multi-year coal supply agreements of varying terms and durations, rather than through the use of derivative instruments.

Some of the products used in our mining activities, such as diesel fuel, explosives and steel products for roof support used in our underground mining, are subject to price volatility. Through our suppliers, we utilize forward purchases to manage a portion of our exposure related to diesel fuel volatility. A hypothetical increase of $0.10 per gallon for diesel fuel would have negatively impacted our results of operations by $0.2 million and $0.3 million for the three and six months ended June 30, 2015, respectively. A hypothetical increase of 10% in steel prices would have negatively impacted our results of operations by $0.4 million and $0.9 million for the three and six months ended June 30, 2015, respectively. A hypothetical increase of 10% in explosives prices would have negatively impacted our results of operations by $0.3 million and $0.7 million for the three and six months ended June 30, 2015, respectively.

 

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Credit Risk

Most of our coal sales are made to electric utilities. Therefore, our credit risk is primarily with domestic electric power generators. Our policy is to independently evaluate each customer’s creditworthiness prior to entering into a transaction with the customer and to constantly monitor outstanding accounts receivable against established credit limits. When deemed appropriate, we will take steps to reduce credit exposure to customers that do not meet our credit standards or whose credit has deteriorated. Credit losses are provided for in the financial statements and have historically been minimal.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2015. Based upon such review and evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the second quarter of 2015, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are involved from time to time in various lawsuits and claims arising in the ordinary course of business. Although the outcomes of these lawsuits and claims are uncertain, we do not believe any of them will have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” sections in the Annual Report on Form 10-K for the year ended December 31, 2014, together with the cautionary statement under the caption “Cautionary Statement Regarding Forward Looking Statements” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report. Except as set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K filed with the SEC on March 26, 2015.

We may not recover our investments in our mining and other related assets, which may require us to recognize non-cash impairment charges related to those assets.

The value of our assets may be adversely affected by numerous uncertain factors, some of which are beyond our control, including:

 

    unfavorable changes in the economic environments in which we operate;

 

    lower-than-expected demand and coal pricing;

 

    unfavorable regulatory or legal developments impacting our industry;

 

    technical and geological operating difficulties;

 

    an inability to economically extract our coal reserves; and

 

    unanticipated increases in operating costs.

 

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These may cause us to fail to recover all or a portion of our investments in those assets and may trigger the recognition of non-cash impairment charges in the future, which could have a substantial adverse impact on our results of operations. Because of the volatile nature of U.S. coal markets, it is reasonably possible that our current estimates of projected future cash flows from our mining assets may change in the near term, which may result in the need for adjustments to the carrying value of mineral rights and other mining assets.

Item 4. Mine Safety Disclosures

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item  104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.

Item 5. Other Information

(a) None

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors during the fiscal quarter ended June 30, 2015.

Item 6. Exhibits

 

    

Incorporated by Reference

  

Filed or
Furnished
Herewith

Exhibit
Number

  

Description

  

Form

  

File Number

  

Exhibit

  

Filing
Date

  
  31.1    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                X
  31.2    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                X
  32.1#    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                X
  32.2#    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                X
  95.1    Federal Mine Safety and Health Act Information.                X
101.INS    XBRL Instance Document                X
101.SCH    XBRL Taxonomy Extension Scheme Document                X
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document                X
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document                X
101.LAB    XBRL Taxonomy Extension Label Linkbase Document                X
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document                X

 

# This certification is deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  ARMSTRONG ENERGY, INC.
Date: August 14, 2015   By:  

/s/ J. Richard Gist

    J. Richard Gist
    Senior Vice President and Chief Financial Officer
    (On behalf of the registrant and as Principal Financial Officer)

 

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