Table of Contents

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

  

FORM 10-Q

 

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

  

 

For the quarterly period ended SeptemberJune 30, 20202021

OR

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

  

Commission file number:001-34743

 

“COAL KEEPS YOUR LIGHTS ON”

logo.jpg

“COAL KEEPS YOUR LIGHTS ON”

HALLADOR ENERGY COMPANY

(www.halladorenergy.com)

  

  

  

Colorado

(State of incorporation)

 

84-1014610

(IRS Employer Identification No.)

 

 

 

1183 East Canvasback Drive, Terre Haute, Indiana

(Address of principal executive offices)

 

47802

(Zip Code)

  

Registrant’s telephone number, including area code: 812.299.2800

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Shares, $.01 par value

 

HNRG

 

Nasdaq

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No 

 

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

  

Large accelerated filer 

 

Accelerated filer 

Non-accelerated filer 

 

Smaller reporting company ☑

 

 

Emerging growth company 

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

As of October 28, 2020,August 5, 2021, we had 30,465,66530,612,572 shares of common stock outstanding.

 

 

 
 

TABLE OF CONTENTS 

    

  

PART I - FINANCIAL INFORMATION

 

  

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

3

  

Condensed Consolidated Balance Sheets

3

  

Condensed Consolidated Statements of Operations

4

  

Condensed Consolidated Statements of Cash Flows

5

  

Condensed Consolidated Statements of Stockholders’ Equity

6

  

Notes to Condensed Consolidated Financial Statements

7

  

Report of Independent Registered Public Accounting Firm

1615

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

1716

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2321

  

ITEM 4. CONTROLS AND PROCEDURES

2321

  

PART II - OTHER INFORMATION

24

ITEM 1A. RISK FACTORS

2421

  

ITEM 4. MINE SAFETY DISCLOSURES

2521

  

ITEM 6. EXHIBITS

2522

  
SIGNATURES2623
  

  

2


 

  

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

  

Hallador Energy Company 

Condensed Consolidated Balance Sheets 

(in thousands, except per share data) 

(unaudited) 

 

 

September 30,

 

December 31,

  June 30, 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

ASSETS

            

Current assets:

            

Cash and cash equivalents

 $5,302  $8,799  $2,582  $8,041 
Restricted cash (Note 12) 4,243 4,512 
Certificates of deposit 0 245 

Restricted cash

 3,495 4,030 
Accounts receivable 15,846 25,580  14,386 14,414 
Prepaid income taxes 0 1,562 
Inventory (Note 3) 36,803 28,297 
Parts and supplies, net of allowance of $274 9,172 11,775 

Inventory

 32,345 24,663 

Parts and supplies

 9,295 8,903 
Prepaid expenses  4,771  1,678   1,035  3,282 

Total current assets

  76,137   82,448   63,138   63,333 

Property, plant and equipment, at cost:

            
Land and mineral rights 115,894 114,722  115,946 115,853 
Buildings and equipment 357,498 351,614  357,754 352,115 
Mine development  89,229  84,160   100,910  93,635 

Total property, plant and equipment, at cost

 562,621  550,496  574,610  561,603 
Less - accumulated depreciation, depletion and amortization  (250,134)  (220,780)  (271,487)  (252,245)

Total property, plant and equipment, net

 312,487  329,716  303,123  309,358 
Investment in Sunrise Energy (Note 15) 3,293 3,139 
Other long-term assets (Note 4)  8,290  10,324 

Investment in Sunrise Energy

 3,244 3,181 

Other assets

  8,325  8,258 

Total Assets

 $400,207  $425,627  $377,830  $384,130 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS' EQUITY

            

Current liabilities:

            
Current portion of bank debt, net (Note 5) $34,311 $33,044 
Current portion of PPP note (Note 5) $2,160 $0 
Accounts payable and accrued liabilities (Note 6)  33,526  31,800 

Current portion of bank debt, net

 $30,448 $34,311 

Current portion of PPP note

 10,000 5,490 

Accounts payable and accrued liabilities

  36,794  31,409 

Total current liabilities

  69,997   64,844   77,242   71,210 

Long-term liabilities:

            
Bank debt, net (Note 5) 105,885 140,594 
PPP note (Note 5) 7,840 0 

Bank debt, net

 94,378 97,307 

PPP note

 0 4,510 
Deferred income taxes 2,228 4,884  1,492 2,824 
Asset retirement obligations 16,476 15,694  16,879 16,177 
Other  4,061  4,081   2,010  2,842 

Total long-term liabilities

  136,490   165,253   114,759   123,660 

Total liabilities

  206,487   230,097   192,001   194,870 

Redeemable noncontrolling interests (Note 2)

  4,000   4,000 

Redeemable noncontrolling interests

  4,000   4,000 

Stockholders' equity:

            
Preferred stock, $.10 par value, 10,000 shares authorized; none issued and outstanding 0 0 
Common stock, $.01 par value, 100,000 shares authorized; 30,466 and 30,420 issued and outstanding, respectively 305 304 

Preferred stock, $.10 par value, 10,000 shares authorized; none issued and outstanding

 0 0 

Common stock, $.01 par value, 100,000 shares authorized; 30,613 and 30,610 issued and outstanding, respectively

 306 306 
Additional paid-in capital 103,123 102,215  103,964 103,399 
Retained earnings  86,292  89,011   77,559  81,555 

Total stockholders’ equity

  189,720   191,530   181,829   185,260 

Total liabilities, redeemable noncontrolling interests, and stockholders’ equity

 $400,207  $425,627  $377,830  $384,130 

    

See accompanying notes.

 

3


 

Hallador Energy Company 

Condensed Consolidated Statements of Operations

(in thousands, except per share data) 

(unaudited) 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

  

Three Months Ended June 30,

 

Six Months Ended June 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

REVENUE:

            

SALES AND OPERATING REVENUES:

        

Coal sales

 $64,754  $82,883  $177,159  $239,231  $54,600  $50,473  $100,479  $112,405 

Other operating income (Note 8)

  374   213   2,588   5,488 

Other revenues

  1,038   377   1,854   928 

Total revenue

  65,128   83,096   179,747   244,719   55,638   50,850   102,333   113,333 

COSTS AND EXPENSES:

            

Operating costs and expenses

 46,570  71,363  131,204  187,783 

EXPENSES:

        

Operating expenses

 42,456  36,165  76,465  84,634 

Depreciation, depletion and amortization

 9,315  11,778  30,159  35,612  9,715  10,217  20,022  20,844 

Asset retirement obligations accretion

 348  320  1,024  943  373 343 736 676 

Exploration costs

 174  347  635  835  159  208  217  461 

Selling, general and administrative

 3,131  2,926  8,787  9,385 

Interest (1)

 2,329  3,558  10,877  13,546 
Asset impairment  1,799  0  1,799  0 

Total costs and expenses

  63,666   90,292   184,485   248,104 

General and administrative

  3,383   2,678   6,204   5,656 

Total operating expenses

  56,086   49,611   103,644   112,271 
  

INCOME (LOSS) BEFORE INCOME TAXES

  1,462   (7,196)  (4,738)  (3,385)

INCOME (LOSS) FROM OPERATIONS

  (448)  1,239   (1,311)  1,062 
  

INCOME TAX BENEFIT (NOTE 9):

            

Interest expense (1)

 (2,182) (2,834) (4,080) (8,548)

Equity method investment income

  63   1,231   63   1,286 

LOSS BEFORE INCOME TAXES

  (2,567)  (364)  (5,328)  (6,200)
 

INCOME TAX EXPENSE (BENEFIT):

        

Current

 (74) (426) (598) (577) 0  0  0  (524)

Deferred

  (387)  (3,047)  (2,657)  (2,741)  397   (618)  (1,332)  (2,270)

Total income tax benefit

  (461)  (3,473)  (3,255)  (3,318)

Total income tax expense (benefit)

  397   (618)  (1,332)  (2,794)
  

NET INCOME (LOSS)

 $1,923  $(3,723) $(1,483) $(67) $(2,964) $254  $(3,996) $(3,406)
  

INCOME (LOSS) PER SHARE (NOTE 13):

            

NET INCOME (LOSS) PER SHARE:

        
Basic and diluted $0.06 $(0.12) $(0.05) $(0.00) $(0.10) $0.01  $(0.13) $(0.11)
  

WEIGHTED AVERAGE SHARES OUTSTANDING

                    

Basic and diluted

 30,465  30,249  30,436  30,246  30,613  30,423  30,612  30,421 
  
  
(1) Bank interest 2,709 2,801 8,201 8,746 

(1) Interest Expense:

 

Bank interest

 2,307  2,842  4,443  5,496 

Non-cash interest:

          
Change in fair value of interest rate swaps valuation (995) 162 981 3,018 

Change in interest rate swap valuation

 (766) (617) (1,614) 1,976 
Amortization of debt issuance costs 610 543 1,686 1,628   641   609   1,251   1,076 
Other  5  52  9  154 

Total non-cash interest

  (380)  757   2,676   4,800   (125)  (8)  (363)  3,052 

Total interest

 $2,329  $3,558  $10,877  $13,546  $2,182  $2,834  $4,080  $8,548 

   

See accompanying notes.

 

4


 

Hallador Energy Company 

Condensed Consolidated Statements of Cash Flows 

(in thousands) 

(unaudited)  

 

 

Nine Months Ended September 30,

 

Six Months Ended June 30,

 
 

2020

  

2019

 

2021

 

2020

 

OPERATING ACTIVITIES:

          

Net loss

 $(1,483) $(67)$(3,996)$(3,406)

Deferred income taxes

 (2,657) (2,741) (1,332) (2,270)

Equity (income) loss – Sunrise Energy

 (1,167) 350 
Cash distribution - Sunrise Energy 1,125 0 

DD&A

 30,159  35,612 
Asset impairment 1,799 0 
Loss (gain) on sale of assets 38 (99)

Equity income – Sunrise Energy

 (63) (1,286)

Depreciation, depletion, and amortization

 20,022  20,844 

Unrealized gain on marketable securities

 (14) (334) 0  (14)

Gain on sale of royalty interests in oil properties

 0  (2,949)

Change in fair value of interest rate swaps

 981  3,018  (1,614) 1,976 

Change in fair value of fuel hedge

 775  0  (379) 913 

Amortization and write off of debt issuance costs

 1,686  1,628 

Accretion of ARO

 1,024  943 

Amortization of debt issuance costs

 1,251  1,076 

Asset retirement obligations accretion

 736  676 

Stock-based compensation

 927  1,438  567  636 
Change in current assets and liabilities:      

Accounts receivable

 9,742  (3,294) 28  12,094 

Inventory

 (9,247) (6,455) (7,682) (13,715)

Parts and supplies

 2,603  (2,396) (392) 2,207 

Prepaid income taxes

 1,562  992  0  586 

Prepaid expenses

 1,744  3,800  (108) (1,004)

Accounts payable and accrued liabilities

  (5,488)  6,877  5,652  (6,035)

Other

 198  3,896 
Cash provided by operating activities $34,109 $36,323  12,888  17,174 

INVESTING ACTIVITIES:

          
Investment in Sunrise Energy (113) 0 

Distribution from Sunrise Energy

 0 1,012 
Capital expenditures (13,991) (27,269) (10,837) (10,032)
Proceeds from sale of equipment 56 129  0 56 
Proceeds from sale of royalty interests in oil properties 0 2,949 

Proceeds from sale of marketable securities

  2,310   0  0 2,310 
Maturities of certificates of deposit  245  245 

Proceeds from maturities of certificates of deposit

 0  245 

Cash used in investing activities

  (11,493)  (23,946) (10,837) (6,409)

FINANCING ACTIVITIES:

          
Payments on bank debt (40,475) (34,713) (18,875) (26,287)
Borrowings of bank debt 7,250 18,250  11,250  7,250 
Proceeds from PPP note 10,000 0 
Payments of debt issuance costs (1,903) (1,183)
Taxes paid on vesting of restricted stock units (18) (14)

Proceeds from PPP loan

 0 10,000 

Debt issuance costs

 (418) (1,903)

Taxes paid on vesting of RSUs

 (2) (17)
Dividends paid  (1,236)  (3,724) 0  (1,236)

Cash used in financing activities

  (26,382)  (21,384) (8,045) (12,193)

Decrease in cash, cash equivalents, and restricted cash

 (3,766) (9,007) (5,994) (1,428)
Cash, cash equivalents, and restricted cash, beginning of period  13,311  20,094  12,071  13,311 

Cash, cash equivalents, and restricted cash, end of period

 $9,545  $11,087 $6,077 $11,883 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CONSIST OF THE FOLLOWING:

          
Cash and cash equivalents $5,302 $6,361 $2,582 $7,375 
Restricted cash  4,243  4,726  3,495  4,508 
 $9,545  $11,087 $6,077 $11,883 
  

SUPPLEMENTAL CASH FLOW INFORMATION:

          

Cash paid for interest

 $8,246  $8,900 $4,446 $5,571 

SUPPLEMENTAL NON-CASH FLOW INFORMATION:

          

Capital expenditures included in accounts payable and prepaid expense

 $968  $2,018 

Right-of-use assets acquired in exchange for operating lease liabilities

 645  882 

Change in capital expenditures included in accounts payable and prepaid expense

$3,613 $1,527 

      

See accompanying notes.

5


 

 

Hallador Energy Company 

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands) 

(unaudited)

 

Three and Nine Months Ended September 30, 2020

 
          

Additional

      

Total

 
  

Common Stock

  

Paid-in

  

Retained

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 

Balance, June 30, 2020

  30,465  $305  $102,833  $84,369  $187,507 

Stock-based compensation

     0   291   0   291 

Stock issued on vesting of RSUs

  2   0   0   0   0 

Taxes paid on vesting of RSUs

  (1)  0   (1)  0   (1)
Dividends     0   0   0   0 

Net income

     0   0   1,923   1,923 

Balance, September 30, 2020

  30,466  $305  $103,123  $86,292  $189,720 
                     

Balance, December 31, 2019

  30,420  $304  $102,215  $89,011  $191,530 

Stock-based compensation

     0   927   0   927 

Stock issued on vesting of RSUs

  72   1   (1)  0   0 

Taxes paid on vesting of RSUs

  (26)  0   (18)  0   (18)

Dividends

     0   0   (1,236)  (1,236)

Net loss

     0   0   (1,483)  (1,483)

Balance, September 30, 2020

  30,466  $305  $103,123  $86,292  $189,720 
          

Additional

      

Total

 
  

Common Stock Issued

  

Paid-in

  

Retained

  

Stockholders'

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 

Balance, March 31, 2021

  30,613  $306  $103,679  $80,523  $184,508 

Stock-based compensation

     0   285   0   285 

Net loss

     0   0   (2,964)  (2,964)

Balance, June 30, 2021

  30,613  $306  $103,964  $77,559  $181,829 
  

Balance, December 31, 2020

  30,610  $306  $103,399  $81,555  $185,260 

Stock-based compensation

     0   567   0   567 

Stock issued on vesting of RSUs

  4   0   0   0   0 

Taxes paid on vesting of RSUs

  (1)  0   (2)  0   (2)

Net loss

     0   0   (3,996)  (3,996)

Balance, June 30, 2021

  30,613  $306  $103,964  $77,559  $181,829 

  

Three and Nine Months Ended September 30, 2019

 
       

Additional

    

Total

        

Additional

    

Total

 
 

Common Stock

 

Paid-in

 

Retained

 

Stockholders'

  

Common Stock Issued

 

Paid-in

 

Retained

 

Stockholders'

 
 

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 

Balance, June 30, 2019

 30,247  $302  $101,747  $155,003  $257,052 

Balance, March 31, 2020

 30,420  $304  $102,534  $84,115  $186,953 

Stock-based compensation

   0  317  0  317 

Stock issued on vesting of RSUs

 70 1 (1) 0 0 

Taxes paid on vesting of RSUs

 (25) 0 (17) 0 (17)

Net income

     0   0   254   254 

Balance, June 30, 2020

  30,465 $305 $102,833 $84,369 $187,507 
 

Balance, December 31, 2019

 30,420  $304  $102,215  $89,011  $191,530 

Stock-based compensation

   0  426  0  426   0 636 0 636 

Stock issued on vesting of RSUs

 3  0  0  0  0  70 1 (1) 0 0 

Taxes paid on vesting of RSUs

 (1) 0  (7) 0  (7) (25) 0 (17) 0 (17)

Dividends

   0  0  (1,241) (1,241)  0 0 (1,236) (1,236)

Net loss

     0   0   (3,723)  (3,723)    0  0  (3,406)  (3,406)

Balance, September 30, 2019

  30,249  $302  $102,166  $150,039  $252,507 
 

Balance, December 31, 2018

 30,245  $302  $100,742  $153,830  $254,874 

Stock-based compensation

   0  1,438  0  1,438 

Stock issued on vesting of RSUs

 7  0  0  0  0 

Taxes paid on vesting of RSUs

 (3) 0  (14) 0  (14)

Dividends

   0  0  (3,724) (3,724)

Net loss

     0   0   (67)  (67)

Balance, September 30, 2019

  30,249  $302  $102,166  $150,039  $252,507 

Balance, June 30, 2020

  30,465 $305 $102,833 $84,369 $187,507 

 

See accompanying notes. 

 

6


 

Hallador Energy Company

Notes to Condensed Consolidated Financial Statements

(unaudited) 

 

 

(1)

GENERAL BUSINESS

 

The interim financial data is unaudited; however, in our opinion, it includes all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the results for the interim periods. The condensed consolidated financial statements included herein have been prepared pursuant to the SEC’sSecurities and Exchange Commission's ( the "SEC") rules and regulations; accordingly, certain information and footnote disclosures normally included in GAAPgenerally accepted accounting principles ("GAAP") financial statements have been condensed or omitted.

 

The results of operations and cash flows for the three and ninesix months ended SeptemberJune 30, 20202021, are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 20202021.  To maintain consistency and comparability, certain 20192020 amounts have been reclassified to conform to the 20202021 presentation, with no impact to cash provided by operationsoperating activities or net income (loss).

 

Our organization and business, the accounting policies we follow, and other information are contained in the notes to our consolidated financial statements filed as part of our 20192020 Annual Report on Form 10-K.-K. This quarterly report should be read in conjunction with such Annual Report on Form 10-K.

 

The condensed consolidated financial statements include the accounts of Hallador Energy Company (hereinafter known as “we, us, or our”) and its wholly-owned subsidiaries Sunrise Coal, LLC (Sunrise) and Hourglass Sands, LLC (Hourglass), and Sunrise’s wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Sunrise is engaged in the production of steam coal from mines located in western Indiana.

 

New Accounting Standards Issued and AdoptedWe announced in June 2021 an agreement to join with Hoosier Energy Rural Electric Cooperative, Inc. to begin developing renewable power in 2023.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The amendments in this update modify the disclosure requirements for fair value measurements. For public business entities, the standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU 2018-13 effective January 1, 2020. Adoption of ASU 2018-13 did not have a material impact on the Company’s condensed consolidated financial statements.

Subsequent Events

 

We have evaluated all subsequent events through the date the financial statements were issued.  There are Nono material recognized or non-recognizable subsequent events were identified.other than those already disclosed.

 

 

(2)

LONG-LIVED ASSET IMPAIRMENTS

 

Long-lived assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable.  The impact of COVID-For the 19three is being monitored closely, but for the quarterand six-month periods ended SeptemberJune 30, 20202021, there were no material COVID-19 related impairment charges recorded for long-lived assets.

Carlisle Mine

We recorded an impairment of $65.7 million as of December 31, 2019 due to our decision to idle the Carlisle Mine during Q42019.  The impairment included buildings, land, rail, mine development, equipment, and advanced royalties. Buildings, land, and rail were impaired to their estimated salvage value. The remaining salvage value of land and buildings at the Carlisle Mine is estimated at $1.8 million as of September 30, 2020 and December 31, 2019.

Subsequent to year-end during late Q12020, we determined that it was economically prudent to permanently close the Carlisle Mine. Equipment totaling $23 million is being redeployed and will be utilized at the Oaktown mines. NaN additional impairment costs were recorded during Q12020 as a result of the decision to close the Carlisle Mine. Exit and disposal costs to close the mine were $1.1 million, which were recorded as current period costs in Q1 and Q2 of 2020.

7

Bulldog Reserves

As a result of the Carlisle Mine impairment, we determined that an impairment of the Bulldog Reserves was also necessary.  With the closure of the Carlisle Mine, it became apparent that the likelihood of construction and opening of Bulldog was reduced.  Based on our review, we recorded an impairment of $9.2 million as of December 31, 2019, which included land and advanced royalties, and was a complete impairment of all assets.

 

Hourglass Sands

 

We recorded an impairment of $2.9 million as of December 31, 2019,, due to softness in the pricing of the frac sand market.  The impairment included inventory, land, mine development, buildings and equipment and was determined using a market approach.  The remaining fair market value of inventory, equipment, and buildings at Hourglass Sands was $1.9 million as of December 31, 20192019.  Due to the continued regression of the frac sand market, in August 2020 we ceased operations of the plant and recorded an impairment of $1.8 million for the quarter ended September 30, 2020, which included the remaining inventory and buildings and which was determined using a market approach.

 

 

(3)

INVENTORY

 

Inventory is valued at lower of average cost or net realizable value (NRV).  As of SeptemberJune 30, 20202021, and December 31, 20192020, coal inventory includes NRV adjustments of $0.5$2.8 million and $2.0$1.6 million, respectively.respectively, a majority of which resulted from utilizing low sulfur coal from our Ace in the Hole mine which was necessary to blend with Oaktown coal to ship to and create additional opportunities in the southeast market.

7

 

 

(4)

OTHER LONG-TERM ASSETS (in thousands)

 

  

September 30,

  

December 31,

 
  

2020

  

2019

 

Advanced coal royalties

 $6,453  $6,105 

Marketable equity securities available for sale, at fair value (restricted)*

  0   2,296 

Other

  1,837   1,923 

Total other assets

 $8,290  $10,324 


* Held by Sunrise Indemnity, Inc., our wholly-owned captive insurance company.

  

June 30,

  

December 31,

 
  

2021

  

2020

 

Advanced coal royalties

 $6,573  $6,449 

Other

  1,752   1,809 

Total other assets

 $8,325  $8,258 

 

 

(5)

LONG-TERMBANK DEBT

 

On April 15, 2020, we executed an amendment to our credit agreement with PNC, administrative agent for our lenders.  The primary purpose of the amendment was to modify the allowable leverage ratio over the term of the loan to increase available liquidity.  As a result of the amendment, our maximum annual capital expenditures are limited to $30 million for 2020, and our dividend is suspended until our leverage ratio falls below 2.0X.

In the firstnine months of 2020, we reduced our bank debt by $33 million, which as of September 30, 2020 was $147 million.  Bank debt is comprised of term debt ($7749.6 million as of SeptemberJune 30, 20202021) and a $120 million revolver ($7080.5 million borrowed as of SeptemberJune 30, 20202021).  The term debt amortization concludes with the final payment in March 2023.  The revolver matures in September 2023.  Our debt is recorded at amortized cost, which approximates fair value due to the variable interest rates in the agreement and is collateralized primarily by our assets.

 

Liquidity

 

As of SeptemberJune 30, 20202021, we had additional borrowing capacity of $47.4$23.9 million and total liquidity of $52.7$26.5 million.  Our additional borrowing capacity is net of $5.7 million in outstanding letters of credit as of June 30, 2021 that were required to maintain surety bonds.  Liquidity consists of our additional borrowing capacity and cash and cash equivalents.

 

Fees

 

Unamortized bank fees and other costs incurred in connection with the initial facility and subsequent amendments totaled $7.9 million as of our amendment in April 2020.  Additional fees of $0.4 million were incurred in May 2021 for a technical amendment related to our entry into the renewable power market.  These costs were deferred and are being amortized over the term of the loan. Unamortized costs as of SeptemberJune 30, 20202021, and December 31, 20192020, were $6.7$5.3 million and $6.5$6.1 million, respectively.  Additional costs incurred with the April 15 amendment were $1.9 million.

 

8

Bank debt, less debt issuance costs, is presented below (in thousands):

 

 

September 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

Current bank debt

 $36,750  $34,912  $33,075 $36,750 

Less unamortized debt issuance costs

  (2,439)  (1,868)

Less unamortized debt issuance cost

  (2,627)  (2,439)

Net current portion

 $34,311  $33,044  $30,448  $34,311 
  

Long-term bank debt

 $110,175  $145,238  $97,038 $100,988 

Less unamortized debt issuance costs

  (4,290)  (4,644)

Less unamortized debt issuance cost

  (2,660)  (3,681)

Net long-term portion

 $105,885  $140,594  $94,378  $97,307 
  

Total bank debt

 $146,925  $180,150  $130,113  $137,738 

Less total unamortized debt issuance costs

  (6,729)  (6,512)

Less total unamortized debt issuance cost

  (5,287)  (6,120)

Net bank debt

 $140,196  $173,638  $124,826  $131,618 

 

Covenants

 

The credit facility includes a Maximum Leverage Ratio (consolidated funded debt/trailing twelve months adjusted EBITDA), calculated as of the end of each fiscal quarter for the trailing twelve months, not to exceed the amounts below:

 

Fiscal Periods Ending

 

Ratio

 

September 30, 2020 and December 31, 2020

3.50 to 1.00

March 31, 2021 and June 30, 2021

 3.25 to 1.00 

September 30, 2021 and December 31, 2021

 3.00 to 1.00 

March 31, 2022 and each fiscal quarter thereafter

 2.50 to 1.00 

 

8

As of SeptemberJune 30, 20202021, our Leverage Ratio of 2.462.76 was in compliance with the requirements of the credit agreement.

 

The credit facility also requires a Minimum Debt Service Coverage Ratio (consolidated adjusted EBITDA / annual debt service) calculated as of the end of each fiscal quarter for the trailing twelve months of 1.05 to 1.00 through December 31, 2021, at which time it increases to 1.25 to 1.00 through the maturity of the credit facility.

 

As of SeptemberJune 30, 20202021, our Debt Service Coverage Ratio of 1.441.06 was in compliance with the requirements of the credit agreement.

 

Interest Rate

 

The interest rate on the facility ranges from LIBOR plus 2.75% to LIBOR plus 4.00%, depending on our Leverage Ratio, with a LIBOR floor of 0.50%.  We entered into swap agreements to fix the LIBOR component of the interest rate at 2.92% on the entire amount of the declining term loan balance and on $53 million of the revolver. At SeptemberJune 30, 20202021, we are paying LIBOR at the swap rate of 2.92% plus 3.50%4.0% for a total interest rate of 6.42%6.92% on the hedged amount ($130102.3 million) and 4%4.0% on the remainder ($1727.8 million).

 

Paycheck Protection Program

 

OnAs previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2020, we entered into a Paycheck Protection Program Promissory Note and Agreement on April 15, 2020, evidencing an unsecured promissory note in the amount of $10 million loan (the “PPP Loan”) under the Paycheck Protection Program (or “PPP”) made through First Financial Bank, N.A., (the “PPP Note”"Lender"). The Paycheck Protection ProgramPPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP note was funded through First Financial Bank, N.A.Administration (the “Lender”“SBA”).

 

The annual interest rate on the PPP Note is 1.00%. Monthly principal and interest payments were originally deferred for six months after the date of the loan, but the deferral has been extended to 2021. The PPP Note contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or Lender, or breaching the terms of the Loan Documents. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining a judgment against the Company.

9

Under the terms of the CARES Act, PPP loan recipients can apply for and be grantedforgiveness. The SBA can grant forgiveness forof all or a portion of the loan grantedloans made under the PPP. Such forgiveness will be determined, subject to limitations, based onPPP if the recipients use ofthe PPP loan proceeds for payment ofeligible purposes, including payroll costs, and any covered payments of mortgage interest, rent or utility costs and utilities. Inmeet other requirements regarding, among other things, the eventmaintenance of employment and compensation levels. The Company used the PPP Loan or any portion thereof, is forgiven pursuant toproceeds for qualifying expenses and applied for the PPP, the amount forgiven is applied to outstanding principal. The Company used all proceeds fromforgiveness of the PPP Loan in accordance with the terms of the CARES Act.

On July 23, 2021, we received a notification from the Lender that the SBA approved our PPP Loan forgiveness application for the entire PPP Loan balance of $10 million, together with interest accrued thereon. The Lender notified us that the forgiveness payment was received on July 26, 2021.  The forgiveness of the PPP Loan will be recognized during the Company’s third fiscal quarter ending September 30, 2021.

The SBA retains the right to maintain payroll and utility payments.review the Company's loan file for a period subsequent to the date the loan is forgiven, with the potential for the SBA to pursue legal remedies at its discretion.

 

At SeptemberJune 30, 2021, and December 31, 2020,, the PPP loan totaling $10 million is presented as current and long-term liabilities on the condensed consolidated balance sheets based upon the schedule of repayments and excluding any possible forgiveness of the loan.  See Part II Item

1A.Risk9 Factors

 

 

(6)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (in thousands)

 

 

September 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2020

  

2019

  

2021

  

2020

 

Accounts payable

 $14,223  $16,115  $16,983  $14,785 

Accrued property taxes

 2,898  2,835  2,582  2,566 

Accrued payroll

 3,030  2,151  3,039  1,621 

Workers' compensation reserve

 3,824  3,446  3,059  2,988 

Group health insurance

 1,800  2,500  1,800  1,800 
Fair value of interest rate swaps 3,021 1,714  2,278 2,793 

Other

  4,730   3,039   7,053   4,856 
Total accounts payable and accrued liabilities $33,526 $31,800  $36,794 $31,409 

  

 

(7)

REVENUE

 

Revenue from Contracts with Customers

 

We account for a contract with a customer when the parties have approved the contract and are committed to performing their respective obligations, the rights of each party are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. We recognize revenue when we satisfy a performance obligation by transferring control of a good or service to a customer.  We utilize the normal purchase normal sales exception for all long-term sales contracts.

 

Our revenue is derived from sales to customers of coal produced at our facilities. Our customers typically purchase coal directly from our mine sites or our Princeton Loop, where the sale occurs and where title, risk of loss, and control pass to the customer at that point. Our customers arrange for and bear the costs of transporting their coal from our mines to their plants or other specified discharge points. Nearly all ourOur customers are typically domestic utility companies. Our coal sales agreements with our customers are fixed-priced, fixed-volume supply contracts, or include a pre-determined escalation in price re-openers, fixed-volume supply contracts.for each year. Price re-opener and index provisions may allow either party to commence a renegotiation of the contract price at a pre-determined time. Price re-opener provisionsmay automatically set a new price based on prevailing market price or, in some instances, require us to negotiate a new price, sometimes within specified ranges of prices. The terms of our coal sales agreements result from competitive bidding and extensive negotiations with customers. Consequently, the terms of these contracts vary by customer.

 

Coal sales agreements will typically contain coal quality specifications. With coal quality specifications including BTUs, ash, moisture,in place, the raw coal sold by us to the customer at the delivery point must be substantially free of magnetic material and sulfur content among other qualities.foreign material impurities and crushed to a maximum size as set forth in the respective coal sales agreement. Price adjustments are made and billed in the month the coal sale was recognized based on quality standards that are specified in the coal sales agreement, such as Btu factor, moisture, ash, and sulfur content and can result in either increases or decreases in the value of the coal shipped.

 

Disaggregation of Revenue

 

Revenue is disaggregated by primary geographic markets, as we believe this best depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. 73% and 75% of our coal revenue for the three and ninesix months ended SeptemberJune 30, 20202021, respectively, was sold to customers in the State of Indiana with the remainder sold to customers in Florida, Georgia, and 67%North Carolina.  73% and 69%75% of our coal revenue for the three and ninesix months ended SeptemberJune 30, 20192020, respectively, was sold to customers in the State of Indiana with the remainder sold to customers in Florida, Georgia, North Carolina, Kentucky, Tennessee, and South Carolina.Tennessee.

 

10

Performance Obligations

 

A performance obligation is a promise in a contract with a customer to provide distinct goods or services. Performance obligations are the unit of account for purposes of applying the revenue recognition standard and therefore determine when and how revenue is recognized. In most of our contracts, the customer contracts with us to provide coal that meets certain quality criteria. We consider each ton of coal a separate performance obligation and allocate the transaction price based on the base price per the contract, increased or decreased for quality adjustments.

 

10

We recognize revenue at a point in time, as the customer does not have control over the asset at any point during the fulfillment of the contract. For substantially all of our customers, this is supported by the fact that title and risk of loss transfer to the customer upon loading of the truck or railcar at the mine. This is also the point at which physical possession of the coal transfers to the customer, as well as the right to receive substantially all benefits and the risk of loss in ownership of the coal.

 

We have remaining performance obligations relating to fixed priced contracts of approximately $494$408 million, which represent the average fixed prices on our committed contracts as of SeptemberJune 30, 20202021. We expect to recognize approximately 57%74% of this revenue throughin 2021 and 2021,2022, with the remainder recognized thereafter. 

 

We have remaining performance obligations relating to contracts with price reopenersre-openers of approximately $237 million, which represents our estimate of the expected re-opener price on committed contracts as of SeptemberJune 30, 20202021. We expect to recognize all of this revenue frombetween 2022 and 20222027.-2027.

 

The tons used to determine the remaining performance obligations are subject to adjustment in instances of force majeure and exercise of customer options to either take additional tons or reduce tonnage if such option exists in the customer contract.

 

Contract Balances

 

Under ASC 606, the timing of when a performance obligation is satisfied can affect the presentation of accounts receivable, contract assets, and contract liabilities. The main distinction between accounts receivable and contract assets is whether consideration is conditional on something other than the passage of time. A receivable is an entity’s right to consideration that is unconditional. Under the typical payment terms of our contracts with customers, the customer pays us a base price for the coal, increased or decreased for any quality adjustments. Amounts billed and due are recorded as trade accounts receivable and included in accounts receivable in our condensed consolidated balance sheets. We do not currently have any contracts in place where we would transfer coal in advance of knowing the final price of the coal sold, and thus do not have any contract assets recorded. Contract liabilities arise when consideration is received in advance of performance. This deferred revenue is included in accounts payable and accrued liabilities in our condensed consolidated balance sheets when consideration is received, and revenue is not recognized until the performance obligation is satisfied. We are rarely paid in advance of performance, but weand do not currently are carrying $0.4 million inhave any deferred revenue recorded in our condensed consolidated balance sheets as of September 30, 2020.sheets.

 

 

(8)

OTHER OPERATING INCOME (in thousands)

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Equity income (loss) - Sunrise Energy

 $(119) $(184) $1,167  $(350)
Government imposition reimbursements  100   150   300   450 
Gain on sale of royalty interests in oil properties     0   0   2,949 
Coal storage  127   0   211   0 
Miscellaneous  266   247   910   2,439 
  $374  $213  $2,588  $5,488 

(9)

INCOME TAXES

 

For the three and ninesix months ended SeptemberJune 30, 20202021, , the Company utilized a discrete period method to calculate taxes, as it does not believe the annual effective tax rate method represents a reliable estimate given the current uncertainty surrounding COVID-19.estimate.  Our effective tax rate for the three and ninesix months ended SeptemberJune 30, 20202021 and 20192020 was ~25% and ~6945%% and ~98%, respectively. Historically, our actual effective tax rates have differed from the statutory effective rate primarily due to the benefit received from statutory percentage depletion in excess of tax basis. The deduction for statutory percentage depletion does not necessarily change proportionately to changes in income (loss) before income taxes.

 

11

On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit  (“AMT”) refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In particular, the CARES Act, (i) eliminates the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018,2019, or 2020, (ii) increases the net interest expense deduction limit to 50% of adjusted taxable income from 30% for tax years beginning January 1, 2019 and 2020 and (iv) allows taxpayers with AMT credits to claim a refund in 2020 for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as originally enacted by the Tax Cuts and Jobs Act in 2017.

 

(109)

STOCK COMPENSATION PLANS

 

Non-vested grants at December 31, 20192020

  488,500

Granted – average weighted share price on grant date was $0.90

40,000324,250 

Vested – average weighted share price on vesting date was $0.681.63

  (72,0003,500)

Forfeited

  (9,5009,000)

Non-vested grants at SeptemberJune 30, 20202021

  447,000311,750 

 

For the three and ninesix months ended SeptemberJune 30, 20202021, our stock compensation was $0.3 million and $0.9$0.6 million, respectively.  For the three and ninesix months ended SeptemberJune 30, 20192020, our stock-basedstock compensation was $0.4$0.3 million and $1.4$0.6 million, respectively.

  

Non-vested RSU grants will vest as follows:

 

Vesting Year

 

RSUs Vesting

  

RSUs Vesting

 

2020

 106,250 

2021

 306,750  301,750 

2022

 24,000  0 
2023  10,000   10,000 
  447,000   311,750 

 

11

The outstanding RSUs have a value of $0.3$0.8 million based on the SeptemberJune 30, 2020, 2021, closing stock price of $0.65.$2.70.

 

At SeptemberJune 30, 2020 2021we had 1,379,6501,444,916 RSUs available for future issuance.

 

 

(1110)

LEASES

 

We have operating leases for office space and processing facilities (expired in 2020) with remaining lease terms ranging from less thanapproximately onetwo yearyears to approximately fivethree years. As most of the leases do not provide an implicit rate, we calculated the right-of-use assets and lease liabilities using our secured incremental borrowing rate at the lease commencement date. We currently do not have any finance leases outstanding.

 

Information related to leases was as follows (in thousands):

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Operating lease information:

          
Operating cash outflows from operating leases $50 $77 $184 $234  $50  $47  $97  $134 
Weighted average remaining lease term in years 3.43 4.11 3.43 4.11  2.69  3.67  2.69  3.67 

Weighted average discount rate

 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%

 

12

Future minimum lease payments under non-cancellable leases as of SeptemberJune 30, 20202021 were as follows:

 

Year

 

Amount

  

Amount

 
 

(In thousands)

  

(In thousands)

 

2020

 $50 

2021

 203  $102 

2022

 206  206 

2023

 174  173 

2024

  60   60 

Total minimum lease payments

 $693  $541 

Less imputed interest

  (48)  (27)
  

Total operating lease liabilities

 $645 

Total operating lease liability

 $514 
  

As reflected on balance sheet:

      

Other long-term liabilities

 $645  $514 

 

At SeptemberJune 30, 20202021, and December 31, 20192020, we had approximately $645,000$514,000 and $800,000,$602,000, respectively, of right-of-use operating lease assets recorded within “buildings and equipment” on the condensed consolidated balance sheets.

 

 

(1211)

SELF-INSURANCE

 

We self-insure our underground mining equipment. Such equipment is allocated among 7seven mining units dispersed over 10 miles. The historical cost of such equipment was approximately $273$275 million and $269 million as of SeptemberJune 30, 20202021, and December 31, 20192020., respectively.

 

Restricted cash of $4.2$3.5 million and $4.5$4.0 million as of SeptemberJune 30, 20202021, and December 31, 20192020, respectively, represents cash held and controlled by a third party and is restricted for future workers’ compensation claim payments.

12

 

 

(1312)

NET INCOME (LOSS) PER SHARE

 

We compute net income (loss) per share using the two-class method, which is an allocation formula that determines income (loss)net loss per share for common stock and participating securities, consisting ofwhich for us are our outstanding RSUs.

 

The following table (in thousands, except per share amounts) sets forth the computation of net income (loss) allocated to common shareholders (in thousands):per share:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2020

  

2019

  

2020

  

2019

  

2021

  

2020

  

2021

  

2020

 

Numerator:

          
Net income (loss) $1,923 $(3,723) $(1,483) $(67) $(2,964) $254  $(3,996) $(3,406)
Less loss (income) allocated to RSUs  (28)  93  23  0   30   (4)  41   56 

Net income (loss) allocated to common shareholders

 $1,895  $(3,630) $(1,460) $(67) $(2,934) $250  $(3,955) $(3,350)

 

13

 

(1413)

FAIR VALUE MEASUREMENTS

 

We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Our marketable securities areWe have no Level 1 instruments.

 

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. We have no Level 2 instruments.

 

Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Our Level 3 instruments are comprised of fuel hedges and interest rate swaps.swaps, and impairment measurements.  The fair values of our hedges and swaps were estimated using discounted cash flow calculations based upon forward fuel prices and interest-rate yield curves.  The notional values of our 2two interest rate swaps were $53 million and $86$50 million as of SeptemberJune 30, 20202021, both with maturities of May 2022.  Fuel hedges include 1.40.5 million gallons of diesel fuel that are subject to pricing fluctuations with a minimum of $1.79/gallon and a maximum of $2.00/gallon through December 2021.  Although we utilize third-party broker quotes to assess the reasonableness of our prices and valuation, we do not have sufficient corroborating market evidence to support classifying these assets and liabilities as Level 2.  The Company also recorded impairments during Q32020 which incorporate Level 3 non-recurring fair value measures as further discussed in Note 2.

 

The following table summarizes our financial assets and liabilities measured on a recurring basis at fair value at SeptemberJune 30, 20202021 and December 31, 20192020 by the respective level of the fair value hierarchy (in thousands):

  

Level 1

  

Level 2

  

Level 3

  

Total

 

December 31, 2020

                

Liabilities:

                

Fuel hedge

 $0  $0  $297  $297 

Interest rate swaps

  0   0   3,893   3,893 
  $0  $0  $4,190  $4,190 
                 

June 30, 2021

                

Assets:

                

Fuel hedge

 $0  $0  $81  $81 
                 

Liabilities:

                

Interest rate swaps

 $0  $0  $2,278  $2,278 

  

  

Level 1

  

Level 2

  

Level 3

  

Total

 

December 31, 2019

                

Assets:

                

Fuel hedge

 $0  $0  $25  $25 

Marketable securities - restricted

  2,296   0   0   2,296 
  $2,296  $0  $25  $2,321 

Liabilities:

                

Interest rate swaps

 $0  $0  $3,825  $3,825 
                 

September 30, 2020

                

Liabilities:

                

Fuel hedge

  0   0   750   750 

Interest rate swaps

  0   0   4,806   4,806 
  $0  $0  $5,556  $5,556 

13

The table below highlights the change in fair value of the fuel hedges and interest rate swaps which are based on a discounted future cash flow model (in thousands):

 

Ending balance, December 31, 2019*

 $(3,800)

Change in estimated fair value

  (1,756)

Ending balance, September 30, 2020*

 $(5,556)


Ending balance, December 31, 2020

 $(4,190)

Change in estimated fair value

  1,993 

Ending balance, June 30, 2021*

 $(2,197)

*Recorded in accounts payable and accrued liabilities and other liabilities in the Condensed Consolidated Balance Sheets.

 

14

 

(1514)

EQUITY METHOD INVESTMENTS

 

We own a 50% interest in Sunrise Energy, LLC, which owns gas reserves and gathering equipment with plans to develop and operate such reserves. Sunrise Energy also plans to develop and explore for oil, gas, and coal-bed methane gas reserves on or near our underground coal reserves. The carrying value of the investment included in our condensed consolidated balance sheets as of SeptemberJune 30, 20202021, and December 31, 20192020, was $3.3$3.2 million and $3.1$3.2 million, respectively.

 

(15)

HOURGLASS SANDS

In February 2018, we invested $4 million in Hourglass Sands, LLC (Hourglass), a frac sand mining company in the State of Colorado. We own 100% of the Class A units and are consolidating the activity of Hourglass in these statements. Class A units are entitled to 100% of profit until our capital investment and interest is returned, then 90% of profits are allocated to us with remainder to Class B units. We do not own any Class B units.

In February 2018, a Yorktown company associated with one of our directors also invested $4 million in Hourglass in return for a royalty interest in Hourglass. This investment, coupled with our $4 million investment, brings the initial capitalization of Hourglass to $8 million. We report the royalty interest as a redeemable noncontrolling interest in the consolidated balance sheets. A representative of the Yorktown company holds a seat on the board of managers, and, with a change of control, the Yorktown company may be entitled to receive a portion of the net proceeds realized, as prescribed in the Hourglass operating agreement.

In December 2019, we recorded an impairment to Hourglass Sands of $2.9 million.  In August 2020, we ceased operation of the plant and recorded an additional impairment of $1.8 million. See Note2 to these consolidated financial statements for further discussion.

  

15
14

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

To the Stockholders and the Board of Directors and Stockholders

of Hallador Energy Company

 

RESULTS OF REVIEW OF INTERIM CONDENSED FINANCIAL STATEMENTSResults of Review of Interim Financial Statements

 

We have reviewed the condensed consolidated balance sheet of Hallador Energy Company (the "Company") and subsidiaries as of SeptemberJune 30, 2020, and 2019, and2021, the related condensed consolidated statements of operations, for the three-month and nine-month periods ended September 30, 2020 and 2019, the condensed consolidated statement of cash flows, for the nine-month periods ended September 30, 2020 and 2019, the condensed consolidated statement of stockholders’ equity for the three-monththree and nine-monthsix-month periods ended SeptemberJune 30, 20202021 and 2019,2020, and the related notes (collectively referred to as the "interim financial statements"). Based on our review,reviews, we are not aware of any material modifications that should be made to the interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

 

BASIS FOR REVIEW RESULTSWe have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheet of the Company and subsidiaries as of December 31, 2020, and the related consolidated statements of operations, cash flows, and stockholders’ equity for the year then ended (not presented herein); and in our report dated March 8, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

 

These interim financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with the standards of the Public Company Oversight Board (United States) ("PCAOB"). We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our review in accordance with the standards of the PCAOB. A review of interim financial informationstatements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

/s/ Plante & Moran, PLLC

 

Denver, Colorado

 

November 2, 2020August 9, 2021

 

1615


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THE FOLLOWING DISCUSSION UPDATES THE MD&A SECTION OF OUR 20192020 ANNUAL REPORT ON FORM 10-K AND SHOULD BE READ IN CONJUNCTION THEREWITH.

 

Our condensed consolidated financial statements should also be read in conjunction with this discussion. The following analysis includes a discussion of metrics on a per ton basis derived from the condensed consolidated financial statements, which are considered non-GAAP measurements.  These metrics are significant factors in assessing our operating results and profitability.

 

IMPACT OF COVID-19

 

We continue to face uncertainty regardingIn the evolving impactfirst quarter of the2020, COVID-19 emerged as a global pandemic.  The State of Indiana, where our operations are located, issued a shelter in place order from March 24, 2020, to May 4, 2020. The State deemed our operations necessary and essential, and we were allowed to operate as a supplier to critical power infrastructure. Below is an outline of some of the actions we have taken to address the challenges the COVID-19 pandemic has brought. We continue to monitor the ongoing pandemic and note that if conditions deteriorate in the future, it could result in further negative impact on our results of operations, financial position, and liquidity.

 

I.

We have instituted many policies and procedures, in alignment with CDC guidelines along with state and local mandates, to protect our employees during the COVID-19 outbreak. We plan to keep these policies and procedures in place, in accordance with CDC, state, and local guidelines, and continually evaluate further enhancements for as long as necessary. We recognize that the COVID-19 outbreak and responses thereto will also impact both our customers and suppliers. To date, we have not had any significant issues with critical suppliers, and we continue to communicate with them and closely monitor their developments to ensure we have access to the goods and services required to maintain our operations. Our customers have reacted, and continue to react, in various ways and to varying degrees to changes in demand for their products. We have worked closely with our customers and all are expected to honor their contracts.

Sales – The global shelter in place response to the COVID–19 pandemic led to an unexpected and dramatic reduction in power demand, primarily during the second quarter 2020.  As expected, we experienced shipment delays in the second quarter as our customers adjusted their inventory levels.  We have worked closely with all of our customers and feel comfortable that all will honor their contracts, most of which have increased shipments in the third quarter and are expected to continue to do so in the fourth quarter.

 

II.

As vaccines for COVID-19 continue to become readily available, we intend to continue encouraging our workforce to get vaccinated, and we are hopeful that the case rate of our employees will continue to decline, and economic activity in general will continue to accelerate.

Production – To date, our operations have performed well considering the additional burdens of operating while working to comply with CDC health and safety guidelines. However, we may experience production interruptions should a significant number of our employees or our suppliers' employees become infected with COVID-19. Our inventory levels rose in the first half of the year, but shipments have increased, and our inventory levels are beginning to decline.

III.Liquidity and financial flexibility - In Q2 2020, to enhance our liquidity and financial flexibility in response to COVID-19, we amended our credit facility, suspended our quarterly dividend, and borrowed $10 million under the Paycheck Protection Program as described below.

a.As of September 30, 2020, our liquidity was $52.7 million and our leverage ratio of 2.46X is comfortably within our covenant of 3.50X.

IV.Supply chain and distribution network - To date, we have not seen a material disruption in our access to supplies and equipment needed in the production of coal.  In the second and third quarter, we experienced delays in rail services that have started to improve at the end of the third quarter.

 

OVERVIEW

 

Considering the challenges we have faced during this unprecedented time, Hallador has performed well. Below are some highlights for the quarter and first ninesix months of 2020:2021:

 

 I.

 

Q3 2020Q2 2021 Net IncomeLoss of $1.9$3.0 million, Adjusted EBITDA (a non-GAAP financial measure) of $17.1$11.3 million

 

 

a.

 

Sales:  During Q3 2020,Q2 2021, shipments improved versus Q2 levels.  Looking forward, weto a 5.6 million ton annualized pace from a 4.7 million ton annualized pace in Q1 2021.  We expect shipments in the last half of 2021 to defer up to 400,000 tons of 2020 shipments to 2021.  As part of these agreements, we anticipate extending the term of multiple contracts for three additional years. run at an ~7.0 million ton annualized pace.

 

 

i.

 Coal inventory was reducedhas increased by $4.5~$7.7 million during the quarter.first half of the year as a result of the shipment delays and planned inventory build for the robust last half of the year we are expecting.

 

 b. Production:  Q3Q2 production costs were $29.30$30.20 per ton.  Looking out for the healthton, which represents a $1.32 per ton increase over Q1 2021 and safety of our employees, and out of an abundance of caution, we experienced weeks$1.26 per ton increase over Q2 2020.  We slowed production during the quarter where upearly parts of Q2 until demand began to 25% of our workforce was quarantined at home due to COVID-19 exposure. In spite of those challenges, costs remained within our guidance.show strength later in the quarter.

 

 c. 

Cash Flow & Debt:  During Q3,Q2, we generated $15.8$9.9 million in operating cash flow which we utilized to payand paid down our bank debt by $14$5.9 million.  We expect our operating cash flow to improve in the last half of the year as we begin much higher shipping volumes which will ultimately reduce our inventory levels.

 

 i. As of SeptemberJune 30, 2020,2021, our bank debt was $147$130.1 million, bringing our liquidity to $53$26.5 million and reducing ourresulting in a leverage ratio to 2.46X, comfortablyof 2.76X, well within our covenant of 3.5X.3.25X.

 

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Table of Contents

Reconciliation of GAAP “net income”income (loss)” to non-GAAP “adjusted EBITDA” (in thousands), the most comparable GAAP financial measure.

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net income (loss)

 $1,923  $(3,723) $(1,483) $(67)

Income tax benefit

  (461)  (3,473)  (3,255)  (3,318)

Loss from Hourglass Sands

  64   47   205   438 

(Income) loss from equity method investments

  119   184   (1,167)  350 

DD&A

  9,313   11,774   30,151   35,598 
Asset impairment  1,799      1,799    

ARO accretion

  348   320   1,024   943 
Loss (gain) on disposal of assets  38   1   38   (99)

Loss (gain) on marketable securities

     14   (14)  (334)

Interest Expense

  2,329   3,558   10,877   13,546 

Other amortization

  1,452   1,323   4,274   3,614 

Change in fair value of fuel hedges

  (138)  -   775    

Stock-based compensation

  291   426   927   1,438 

Adjusted EBITDA

 $17,077  $10,451  $44,151  $52,109 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2021

  

2020

  

2021

  

2020

 

Net income (loss)

 $(2,964) $254  $(3,996) $(3,406)

Income tax expense (benefit)

  397   (618)  (1,332)  (2,794)

Loss from Hourglass Sands

  24   63   104   141 

Income from equity method investments

  (63)  (1,231)  (63)  (1,286)

Depreciation, depletion and amortization

  9,715   10,215   20,022   20,838 

Asset retirement obligations accretion

  373   343   736   676 

Gain on marketable securities

           (14)

Interest expense

  2,182   2,834   4,080   8,548 

Other amortization

  1,490   1,396   2,979   2,822 

Change in fair value of fuel hedges

  (140)  (398)  (379)  913 

Stock-based compensation

  285   317   567   636 

Adjusted EBITDA

 $11,299  $13,175  $22,718  $27,074 

 

Management believes that the presentation of such additional financial measures provides useful information to investors regarding our performance and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provide investors with the financial and analytical framework upon which management bases financial, operation, compensation, and planning decisions, and (iii) present measurements that investors, rating agencies, and debt holders have indicated are useful in assessing our results.

 

 II.  Solid Sales Position Through 2022 

  

  

Contracted

  

Estimated

 
  

tons

  

Priced

 

Year

 

(millions)*

  

per ton

 

2021 (Q3 - Q4)

  3.6   39.00 

2022

  5.1   39.25 
   8.7     

COVID-19 has created a lot of uncertainty in the world, but we are comforted by our strong sales position through 2022.

  

Contracted

  

Estimated

 
  

tons

  

Priced

 

Year

 

(millions)*

  

per ton

 

2020 (Q4)

  2.1  $40.00 

2021

  5.0  $39.30 

2022

  5.3  $40.20 
   12.4     

________________________

* Contracted tons are subject to adjustment due to the exercise of customer options to either take additional tons or reduce tonnage if such options exist in the customer contract.  Our actual shipments for the remainder of 2020 are estimated to be 1.7 million tons as we expect our customers to defer or carryover 400,000 tons from 2020 to 2021 from the contracted tons noted above. 

18

 

 

III.

Amended Credit Facility to Improve Liquidity

a.

In an effort to improve liquidity, on April 15, 2020, we executed an amendment to our credit agreement with PNC, administrative agent for our lenders. The amendment modified our leverage ratios, as disclosed in Note 5 to our condensed consolidated financial statements. The new leverage ratios provided us additional liquidity as the economic uncertainty of the next few months and quarters has the potential to dramatically reduce our liquidity.

i.

As a result of the amendment, our maximum annual capital expenditures are limited to $30 million for 2020, and our dividend is suspended until our leverage ratio falls below 2.0X.

IV.

Paycheck Protection Program and Payroll Tax Deferral

a.

Due to economic uncertainty as a result of COVID-19, on April 16, 2020, we entered into a promissory note evidencing an unsecured loan in the amount of $10 million made to the Company under the Paycheck Protection Program (the “Loan”).

i.

As noted previously, uncertainty was created as a result of unexpected sales delays due to the impacts of COVID-19.

1.

Starting in March and continuing through Q2, sales were 30% lower than expected.

2.The receipt of funds under the PPP loan allowed the Company to avoid workforce reduction measures amidst a steep decline in revenue and operating margins.

b.

Prior to the COVID-19 pandemic taking root in the United States, we idled and permanently closed the Carlisle Mine resulting in a reduction in force in Q1 2020.

i.

At September 30, 2020, the PPP loan totaling $10 million is presented as current and long-term liabilities on the condensed consolidated balance sheets based upon the schedule of repayments and excluding any possible forgiveness of the loan. Based on the terms of the loan, after factoring in the reduction in force prior to our application, we expect a portion of the loan to be forgiven following a successful audit by the Small Business Administration (SBA).  We anticipate applying for forgiveness in Q4 2020 with the decision from the SBA as to the amount of forgiveness coming in Q1 or Q2 of 2021. 

c.In June 2020, we started to take advantage of the payroll tax deferral offered by the CARES act.  Through September 2020, we have deferred $0.8 million, but expect to defer approximately $1.6 million for the full year 2020, which will be due and payable in two annual installments at the end of 2021 and 2022.

V. Signs of Improvement for the Coal Market

 

 a.  Gas prices are increasinghave dramatically increased

 

 i. Thus far, Henry Hub naturalNymex gas prices have(a competitor to coal) averaged $1.88 for 2020. Looking to next year,$1.99 in 2020, the NYMEX gas 2021 forward strip is $3.11. Next year's gas prices are higher as the market anticipates less gas production and stronger LNG exportslowest average in 2021. One indicator of less future gas production is the dramatic slowdown in oil and gas drilling. over two decades.

 

 ii.1. Oil andAs of April 27, 2021, the 12-month Nymex gas rig counts as of October 23, 2020 are 287 vs. the 2018/2019 peak of 1,085, a 74% decline.prices averaged $3.01.

 

 iii.2. Gas targeted rigs asAs of October 23, 2020 are 73 vs.August 2, 2021, the 2018/2019 peak of 198, a 63% decline.12-month Nymex gas strip had further improved to $3.70.

 

 b. Coal export prices are improvinghave increased rapidly

 

 i. As of April 27, 2021, API 4 is above $60 now and throughout(Asia) for Q3 2021 was ~$86/tonne for 2021.

1.By August 2, 2021, balance of the year shipments improved to ~$130/tonne.

 

 ii. As of April 27, 2021, API 2 is above $60 in Q4(Europe) for Q3 2021 was ~$74/tonne for 2021.

 

17

2.By August 2, 2021, balance of the year shipments improved to ~$130/tonne.

IV.Entry into Renewable Generation 

a.

On June 1, 2021, we announced we will join with Hoosier Energy Rural Electric Cooperative, Inc. to develop up to 1000 megawatts (MW) of renewable power.  The new generation will be located near the Merom Coal Generation Station in Sullivan, IN which Hoosier Energy expects to retire in May 2023. 

The plan calls for Hallador to develop approximately 200MW of energy from solar and battery storage through power purchase agreements with Hoosier Energy in 2025.  Hallador will seek other customers to develop the remaining generation capacity at the Merom interconnection site.   

We are excited by the opportunities this platform provides to aid our customers as they transition to renewable power and for Hallador to make investments in the renewable space for decades to come. In the short run, there will be little financial activity from this platform until the Merom Coal Generation Station retires which is not expected until 2023.

 

LONG-LIVED ASSET IMPAIRMENT REVIEW

 

See Note 2 to our condensed consolidated financial statements.

19

 

LIQUIDITY AND CAPITAL RESOURCES

 

 

I.

 

Cash Provided by Operations

 

 

a.

 

As set forth in our condensed consolidated statements of cash flows, cash provided by operations was $34.0$12.9 million and $36.3$17.2 million for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.

 

 

i.

 

Operating margins from coal decreased during the first ninesix months of 20202021 by $5.3$3.9 million when compared to the first ninesix months of 2019.2020.

 

 

1.

 

Our operating margins were $10.65$9.39 per ton in the first ninesix months of 20202021 compared to $8.53$10.13 in the first ninesix months of 2019.2020.

 

 

2.

 

Due in part to the effects of COVID-19, weWe experienced lower demand in the first ninesix months of 2020,2021, resulting in sales of 4.42.6 million tons compared to sales in the first ninesix months of 20192020 of 6.12.8 million tons.  We anticipate shipments of 3.6 million tons in the last half of 2021.

 

 

ii.

 

The combination of the lower margins offset byand changes in working capital items contributed substantially to our decrease in cash from operations compared to 2019.2020.

 

 

b.

 

Our projected capex budget for the remainder of 20202021 is $6$12 million, of which approximately $3.0$6.0 million is for maintenance capex.

 

 

c.

 

Cash provided by operations for the remainder of the year is expected to fund our maintenance capital expenditures and debt service, especially as we continuebegin to reduce coal inventories and as our sales increase throughout the balance of 2020.2021.

 

 

d.

 

As we continue to monitor the effects of COVID-19, we continue to proactively manage costs and capital expenditures to ensure adequate liquidity until there is more of a sense of economic certainty in the markets in which we operate.

 

 

II.

 

Material Off-Balance Sheet Arrangements

 

 

a.

 

Other than our surety bonds for reclamation, we have no material off-balance sheet arrangements. In the event we are not able to perform reclamation, which is presented as asset retirement obligations (ARO) in our accompanying condensed consolidated balance sheets, we have surety bonds totaling $27$25 million to pay for ARO.

2018


 

CAPITAL EXPENDITURES (capex)

 

For the ninefirst six months of 2020,2021, capex was $14.0$10.8 million allocated as follows (in millions):

 

Oaktown – maintenance capex

 $7.3  $3.4 

Oaktown – investment

 6.3  7.3 

Other

  0.4   0.1 

Capex per the Condensed Consolidated Statements of Cash Flows

 $14.0  $10.8 

   

Quarterly coal sales and cost data (in thousands, except per ton and percentage data) are provided below. Per ton calculations below are based on tons sold.

 

All Mines

 

4th 2019

  

1st 2020

  

2nd 2020

  

3rd 2020

  

T4Qs

  

3rd 2020

  

4th 2020

  

1st 2021

  

2nd 2021

  

T4Qs

 

Tons produced

 2,122  1,701  1,468  1,234  6,525  1,234 1,233 1,592 1,292 5,351 

Tons sold

 2,015  1,526  1,244  1,585  6,370  1,585 1,613 1,174 1,403 5,775 

Coal sales

 $78,205  $61,932  $50,473  $64,754  $255,364  $64,754 $64,925 $45,879 $54,600 $230,158 

Average price/ton

 $38.81  $40.58  $40.57  $40.85  $40.09  $40.85 $40.25 $39.08 $38.92 $39.85 

Wash plant recovery in %

 74% 74% 76% 71%    71% 68% 74% 69%   

Operating costs

 $60,082  $48,334  $36,001  $46,444  $190,861  $46,444  $54,640  $33,907  $42,364  $177,355 

Average cost/ton

 $29.82  $31.67  $28.94  $29.30  $29.96  $29.30 $33.87 $28.88 $30.20 $30.71 

Margin

 $18,123  $13,598  $14,472  $18,310  $64,503  $18,310  $10,285  $11,972  $12,236  $52,803 

Margin/ton

 $8.99  $8.91  $11.63  $11.55  $10.13  $11.55 $6.38 $10.20 $8.72 $9.14 

Capex

 $8,264  $5,999  $4,006  $3,995  $22,264  $3,995  $6,661  $5,720  $5,117  $21,493 

Maintenance capex

 $4,115  $3,470  $2,578  $1,365  $11,528  $1,365  $2,342  $2,343  $1,049  $7,099 

Maintenance capex/ton

 $2.04  $2.27  $2.07  $0.86  $1.81  $0.86 $1.45 $2.00 $0.75 $1.23 

 

All Mines

 

4th 2018

  

1st 2019

  

2nd 2019

  

3rd 2019

  

T4Qs

  

3rd 2019

  

4th 2019

  

1st 2020

  

2nd 2020

  

T4Qs

 

Tons produced

 1,938  2,205  2,003  1,891  8,037  1,891  2,122  1,701  1,468  7,182 

Tons sold

 2,219  2,130  1,807  2,118  8,274  2,118  2,015  1,526  1,244  6,903 

Coal sales

 $89,019  $85,235  $71,113  $82,883  $328,250  $82,883  $78,205  $61,932  $50,473  $273,493 

Average price/ton

 $40.12  $40.02  $39.35  $39.13  $39.67  $39.13  $38.81  $40.58  $40.57  $39.62 

Wash plant recovery in %

 68% 73% 71% 70%    70% 74% 74% 76%   

Operating costs

 $69,364  $62,271  $53,915  $71,372  $256,922  $71,372  $60,082  $48,334  $36,001  $215,789 

Average cost/ton

 $31.26  $29.24  $29.84  $33.70  $31.05  $33.70  $29.82  $31.67  $28.94  $31.26 

Margin

 $19,655  $22,964  $17,198  $11,511  $71,328  $11,511  $18,123  $13,598  $14,472  $57,704 

Margin/ton

 $8.86  $10.78  $9.52  $5.43  $8.62  $5.43  $8.99  $8.91  $11.63  $8.36 

Capex

 $8,996  $8,840  $9,448  $8,981  $36,265  $8,981  $8,264  $5,999  $4,006  $27,250 

Maintenance capex

 $7,186  $6,672  $6,164  $5,537  $25,559  $5,537  $4,115  $3,470  $2,578  $15,700 

Maintenance capex/ton

 $3.24  $3.13  $3.41  $2.61  $3.09  $2.61  $2.04  $2.27  $2.07  $2.27 

 

2021 vs. 2020 vs. 2019 (first ninesix months)

 

For the first ninesix months of 2020,2021, we sold 4,355,0002,577,000 tons at an average price of $40.68/$38.99 per ton. For the first ninesix months of 2019,2020, we sold 6,055,0002,770,000 tons at an average price of $39.51/$40.58 per ton. The increasedecrease in average price per ton was expected and is the result of our changing contract mix caused by the expiration of contracts and acquisition of new contracts.  The decrease inWe began 2021 with lower tons sold is related tocontracted than we had going into 2020.  We also have experienced shipment delays during the effectsfirst half of COVID-19 resulting in lower customer demand, our contracted position coming into 2020, and lower natural gas prices further reducing coal demand.2021.  We expect to ship a majority of the remaining contractedsell 3.6 million tons duringin the last three monthshalf of the year or defer to 2021.

 

Operating costs for all of our active coal mines averaged $30.03/$29.60 per ton and $30.98/$30.45 per ton for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively. Oaktown costs over that same period were $28.59$27.55 and $29.96,$28.55, respectively.  The lowerOur operating costs for the first six months are a resultwithin our prior guidance of the closure of the Carlisle Mine in February allowing us to focus our efforts on our lower cost Oaktown mines.$29-$30 per ton. For the remainder of 2020,2021, we continue to expect operating costs for our operating Oaktown mines to be $29-$30/30 per ton.

We expect operating costs associated with the idled Prosperity mine to be $0.3$0.6 million for the remainder of 2020.2021. Prosperity operating costs were $0.8$0.6 million during the ninesix months ended SeptemberJune 30, 2021.

Other revenues increased $0.9 million during the first six months of 2021 when compared to 2020.  The increase is primarily the result of storage income for coal that we were holding for customers and scrap sales.

      

2119


 

We expect operating costs associated with the closed Carlisle mine to be $0.3 million for the remainder of 2020. We estimate that we incurred approximately $1.1 million of exit and disposal costs during the first nine months of 2020.

Other operating income decreased $2.9 million in the first nine months of 2020 when compared to 2019. The largest contributor to this decrease was the income from the sale of overriding royalty interests in certain oil-producing properties for $2.9 million in the first half of 2019. Our investment in Sunrise Energy contributed $1.2 million to income in 2020 but incurred a loss of $0.4 million in 2019. Other items contributing to the decrease related to the sale of scrap metal and other non-producing assets in 2019.

DD&A decreased $5.5 million in the first nine months of 2020 when compared to 2019. A portion of our assets are depreciated based on raw production, which has decreased in 2020, thus as production decreases, so does our DD&A.

SG&A expenses decreased $0.6increased $0.5 million during the first ninesix months of 20202021 when compared to 2019.2020.  The decreaseincrease is aprimarily the result of lower payroll, commissions, and consultingadditional legal fees as sales and project activity have declined compared to last year due to COVID-19.incurred in connection with various development projects we are exploring.  We expect SG&A for the remainder of 20202021 to be $3$6 - $7 million.

 

Interest expense decreased approximately $2.7$4.5 million in the first ninesix months of 20202021 when compared to 2019.2020. The change in estimated fair value of our interest rate swap agreement resulted in a reduction in non-cash expense of $2.0$3.6 million in 20202021 when compared to 2019.2020. The remaining decrease of $0.7$0.9 million is a result of lower interest rates due to our amended credit agreements in September 2019 and April 2020 and our continued reduction in debt.declining bank debt balance.

 

Our Sunrise Coal employees and contractors totaled 658716 at SeptemberJune 30, 2020,2021, compared to 923677 at SeptemberJune 30, 2019, and 907 at December 31, 2019. The decrease in our headcount was due primarily to the closure of the Carlisle Mine in February 2020.

 

2021 v. 2020 v. 2019 (thirdsecond quarter)

 

For the thirdsecond quarter 2020,2021, we sold 1,585,0001,403,000 tons at an average price of $40.85/$38.92 per ton.  For the thirdsecond quarter 20192020 we sold 2,118,0001,244,000 tons at an average price of $39.13/$40.57 per ton.  The increasedecrease in average price per ton was expected and is the result of our changing contract mix caused by the expiration of contracts and acquisition of new contracts. As noted above, the decrease in tons sold was due to the effects of COVID-19 resulting in lower customer demand, our contracted position for 2020, and lower natural gas prices further reducing coal demand.  We expect to ship a majority of the remaining contracted tons during the last three months of the year or defer to 2021.

 

Operating costs for all coal mines averaged $29.30/$30.20 per ton in 20202021 and $33.70/$28.94 per ton in 2019.2020. Oaktown costs over that same period were $28.65$27.85 and $32.60,$27.68, respectively. Our operating costs for the quarter are withinslightly higher than our prior guidance of $29-$30/ton, asbut we continueexpect the costs to experience solid production in spitefall below $30 for the remainder of the COVID-19 pandemic. Costs are lower than last year due to the closure of the Carlisle Mine in February 2020 allowing us to focus our efforts on our lower cost Oaktown mines. Prosperity operating costs were $0.3 million during the three months ended September 30, 2020.

DD&A decreased approximately $2.5 million in the third quarter of 2020 when compared to the third quarter of 2019. A portion of our assets are depreciated based on raw production, which has decreased in 2020, thus as production decreases, so does our DD&A.year.

 

SG&A expenses increased $0.2$0.7 million during the thirdsecond quarter of  20202021 when compared to the third quarter of 2019.2020.  The increase is aprimarily the result of additional businesslegal fees incurred in connection with various development activities in the quarter.projects we are exploring.

 

Interest expense decreased approximately $1.2$0.7 million in the thirdsecond quarter of 20202021 when compared to the third quarter of 2019. The change in estimated fair value of2020 due primarily to our interest rate swap agreement resulted in a reduction in non-cash expense of $1.0 million in 2020 when compared to 2019.  

declining bank debt balance.

 

EARNINGS (LOSS) PER SHARE

 

  

4th 2019

  

1st 2020

  

2nd 2020

  

3rd 2020

 

Basic and diluted

 $(1.95) $(0.12) $0.01  $0.06 
  

3rd 2020

  

4th 2020

  

1st 2021

  

2nd 2021

 

Basic and diluted

 $0.06  $(0.15) $(0.03) $(0.10)

 

  

4th 2018

  

1st 2019

  

2nd 2019

  

3rd 2019

 

Basic and diluted

 $0.09  $0.23  $(0.11) $(0.12)
  

3rd 2019

  

4th 2019

  

1st 2020

  

2nd 2020

 

Basic and diluted

 $(0.12) $(1.95) $(0.12) $0.01 

  

INCOME TAXES

 

Our effective tax rate (ETR) is estimated at ~69%~25% and ~98%~45% for the ninesix months ended SeptemberJune 30, 20202021 and 2019,2020, respectively.  For the ninesix months ended SeptemberJune 30, 2020,2021, the Company utilized a discrete period method to calculate taxes, as it does not believe the annual effective tax rate method represents a reliable estimate given the current uncertainty surrounding COVID-19.estimate.  Our ETR differs from the statutory rate due primarily to statutory depletion in excess of tax basis, which is a permanent difference. The deduction for statutory percentage depletion does not necessarily change proportionately to changes in income (loss) before income taxes.

 

GOVERNMENT IMPOSITION REIMBURSEMENTS

 

Some of our legacy coal contracts allow us to pass on to our customers certain costs incurred resulting from changes in costs to comply with mandates issued by Mine Safety and Health Administration (MSHA) or other government agencies. After applying the provisions of ASU 2014-09, as of SeptemberJune 30, 2020,2021, we do not consider unreimbursed costs from our customers related to these compliance matters to be material and have constrained such amounts and will recognize them when they can be estimated with reasonable certainty.

 

RESTRICTED STOCK GRANTS

 

See “Item 1. Financial Statements - Note 10.9. Stock Compensation Plans”Plans for a discussion of RSUs.

 

CRITICAL ACCOUNTING ESTIMATES

 

We believe that the estimates of our coal reserves, our interest rate swaps, our deferred tax accounts, our valuation of inventory, and the estimates used in our impairment analysis are our critical accounting estimates.

 

The reserve estimates are used in the DD&A calculation and our internal cash flow projections. If these estimates turn out to be materially under or over-stated, our DD&A expense and impairment test may be affected.

 

The fair value of our interest rate swaps is determined using a discounted future cash flow model based on the key assumption of anticipated future interest rates and related credit adjustment considerations.

 

We have analyzed our filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We identified our federal tax return and our Indiana state tax return as “major” tax jurisdictions. We believe that our income tax filing positions and deductions would be sustained on audit and do not anticipate any adjustments that will result in a material change to our consolidated financial position.

 

Inventory is valued at lower of average cost or net realizable value (NRV).  Anticipated utilization of  low sulfur, higher cost coal from our Ace in the Hole mine has the potential to create NRV adjustments as our estimated need changes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

No material changes from the disclosure in our 2019 2020 Annual Report on Form 10-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

DISCLOSURE CONTROLS

 

We maintain a system of disclosure controls and procedures that are designed for the purpose of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our CEO, CFO, and CAO as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO, CFO, and CAO of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our CEO, CFO, and CAO concluded that our disclosure controls and procedures are effective.

 

There have been no changes to our internal control over financial reporting during the quarter ended SeptemberJune 30, 2020,2021, that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1A. RISK FACTORS

Our activities have been and will continue to be adversely affected by the global outbreak of the novel coronavirus (COVID-19), which may prevent us from meeting our targeted production levels, negatively impact our customers’ demand for coal and their ability to honor or renew contracts, adversely affect the health and welfare of Company personnel, prevent our vendors and contractors from performing normal and contracted activities, and negatively affect our liquidity and results of operations.

The recent outbreak of COVID-19, which was first detected in Wuhan, China in December 2019 and declared a pandemic by the World Health Organization in March 2020, could have a material and adverse effect on our business, financial condition, and results of operations. The outbreak has resulted and may continue to result in disruptions to economic and industrial activity worldwide.

In addition to the potential impact on coal demand and volatility in coal prices, COVID-19 may result in disruptions or restrictions on our employees’ ability to operate our coal mines in the ordinary course of business, which would restrict our production capacity. Similarly, we cannot predict how, if at all, the outbreak will affect our suppliers’ ability to provide the mining materials and equipment we require. If our production capacity or our ability to meet our supply needs is affected, our business and our financial results could be materially and adversely affected. Finally, the COVID-19 pandemic has substantially affected national and international financial markets, which could affect our ability to obtain financing for our business, severely limiting liquidity and credit availability.

The COVID-19 pandemic may also have the effect of heightening many of the other risks described in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2019, including, but not limited to, those relating to coal prices; economic and market conditions; decreases in coal consumption; disruptions in the availability of mining and other industrial supplies; changes in purchasing patterns of our customers and their effects on our coal supply agreements; our ability to obtain financing and insurance upon favorable terms; among others.

The extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the virus, the severity of the disease, the duration of the outbreak, the actions that may be taken by various governmental authorities in response to the outbreak, and the impact on the U.S. or global economy. As a result, at the time of this filing, it is impossible to predict the overall impact of COVID-19 on our business, liquidity, capital resources, and financial results.

The SBA continues to develop and issue new and updated guidance regarding the PPP loan application process, including guidance regarding required borrower certifications and requirements for forgiveness of loans made under the program. We continue to track the guidance as it is released and assess various aspects of its application as necessary based on the guidance. However, given the evolving nature of the guidance, we cannot give any assurance that the anticipated PPP loan will be forgiven in whole or in part.

The PPP loan application required us to certify that the current economic uncertainty made the PPP loan request necessary to support our ongoing operations. While we made this certification in good faith after analyzing, among other things, our financial situation and access to alternative forms of capital, and believe that we satisfied all eligibility criteria and that our receipt of the PPP loan is consistent with the broad objectives of the Paycheck Protection Program of the CARES Act, the certification described above does not contain any objective criteria and is subject to interpretation. In addition, the SBA has stated that it is unlikely that a public company with substantial market value and access to capital markets will be able to make the required certification in good faith. The lack of clarity regarding loan eligibility under the program has resulted in significant media coverage and controversy with respect to public companies applying for and receiving loans. If despite our good faith belief that we satisfied all eligibility requirements for the PPP loan, we are found to have been ineligible to receive the PPP loan or in violation of any of the laws or regulations that apply to us in connection with the PPP loan, including the False Claims Act, we may be subject to penalties, including significant civil, criminal and administrative penalties and could be required to repay the PPP loan. In the event that we seek forgiveness of all or a portion of the PPP loan, we will also be required to make certain certifications that will be subject to audit and review by governmental entities and could subject us to significant penalties and liabilities if found to be inaccurate. In addition, our receipt of the PPP loan may result in adverse publicity and damage to our reputation, and a review or audit by the SBA or other government entity or claims under the False Claims Act could consume significant financial and management resources. Any of these events could harm our business, results of operations, and financial condition.

On April 30, 2020, we received a letter from the Listing Qualifications Department of the NASDAQ Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the minimum bid price of the Company’s common stock on the Nasdaq Capital Market had closed below $1.00 per share for 30 consecutive business days. The notification letter has no immediate effect on the Company’s common stock Nasdaq listing or trading.

Due to the market disruption caused by the ongoing COVID-19 pandemic, Nasdaq has tolled the requirement for meeting the minimum bid price until September 30, 2020. As such, the Company has 180 days from July 1, 2020, or until December 28, 2020, to achieve compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days before December 28, 2020, and in such case, Nasdaq will provide the Company with written confirmation of compliance.

On December 28, 2020, if the Company has not regained compliance, the Company may be eligible for additional time to regain compliance.  To qualify, the Company will need to meet all of the other continued listing requirements for The Nasdaq Capital Market (with the exception of the minimum bid price requirement) and notify Nasdaq of the Company’s intention to cure the deficiency. At that time, the Company may be granted an additional 180 calendar days to regain compliance. If the Company is not eligible for an additional compliance period at that time, Nasdaq will provide the Company with written notification that the Company’s common stock will be subject to delisting.

The Company intends to monitor the bid price of the Company’s common stock and will consider available options to regain compliance with the listing requirements.  There can be no assurance that the Company will be able to restore compliance with the minimum bid requirement or maintain compliance with the other listing requirements.

ITEM 4. MINE SAFETY DISCLOSURES

Safety is a core value for us and our subsidiaries. As such, we have dedicated a great deal of time, energy, and resources to creating a culture of safety. We are proud of the mine rescue team at Sunrise Coal, who placed 2nd overall in the National Mine Rescue contest held in Lexington, Kentucky in September 2019. We would also like to recognize Willie Hamilton, who finished second in the nation on pre-shift and Steve Earle, who was first in Indiana on bench.

 

See Exhibit 95 to this Form 10-Q for a listing of our mine safety violations.

 

ITEM 6.    EXHIBITS

 

15.1 *

*

Letter Regarding Unaudited Interim Financial InformationAccountants' Acknowledgement – Plante Moran

31.1 *

 

SOX 302 Certification - President and Chief Executive Officer

31.2 *

 

SOX 302 Certification - Chief Executive Officer

31.3 *

 

SOX 302 Certification - Chief Accounting Officer

32*

 

SOX 906 Certification 

95.1*

 

Mine Safety Disclosures

101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Schema Document
101.CAL* Inline XBRL Calculation Linkbase Document.
101.LAB* Inline XBRL Labels Linkbase Document.
101.PRE* Inline XBRL Presentation Linkbase Document.
101.DEF* Inline XBRL Definition Linkbase Document.
104* Cover Page Interactive Data File (embedded with the Inline XBRL document)
*Filed Herewith 

 

 

 

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.

 

 

 

HALLADOR ENERGY COMPANY

 

 

 

 

 

 

 

 

 

Date: November 2, 2020August 9, 2021

 

/S/ LAWRENCE D. MARTIN

 

 

Lawrence D. Martin, CFO

 

 

 

 

 

 

 

 

 

Date: November 2, 2020August 9, 2021

 

/S/ R. TODD DAVIS

 

 

R. Todd Davis, CAO

  

 

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