HNRG Hallador Energy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
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”
“COAL KEEPS YOUR LIGHTS ON”
HALLADOR ENERGY COMPANY
(State of incorporation)
(IRS Employer Identification No.)
1183 East Canvasback Drive, Terre Haute, Indiana
(Address of principal executive offices)
Registrant’s telephone number, including area code: 812.299.2800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Shares, $.01 par value
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 May 3, 2021, we had 30,612,572 shares of common stock outstanding.
ITEM 1. FINANCIAL STATEMENTS
Hallador Energy Company
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
Cash and cash equivalents
|Parts and supplies||9,288||8,903|
Total current assets
Property, plant and equipment, at cost:
|Land and mineral rights||115,840||115,853|
|Buildings and equipment||356,256||352,115|
Total property, plant and equipment, at cost
|Less - accumulated depreciation, depletion and amortization||(262,523||)||(252,245||)|
Total property, plant and equipment, net
|Investment in Sunrise Energy||3,181||3,181|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS' EQUITY
|Current portion of bank debt, net||$||34,311||$||34,311|
|Current portion of PPP note||8,871||5,490|
|Accounts payable and accrued liabilities||35,166||31,409|
Total current liabilities
|Bank debt, net||96,230||97,307|
|Deferred income taxes||1,095||2,824|
|Asset retirement obligations||16,537||16,177|
Total long-term liabilities
Redeemable noncontrolling interests
|Preferred stock, $.10 par value, 10,000 shares authorized; none issued and outstanding||0||0|
|Common stock, $.01 par value, 100,000 shares authorized; 30,613 and 30,610 issued and outstanding, respectively||306||306|
|Additional paid-in capital||103,679||103,399|
Total stockholders’ equity
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity
See accompanying notes.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
|Three Months Ended March 31,|
SALES AND OPERATING REVENUES:
|Depreciation, depletion and amortization||10,307||10,627|
|Asset retirement obligations accretion||363||333|
|General and administrative||2,821||2,978|
Total operating expenses
|LOSS FROM OPERATIONS||(863||)||(177||)|
|Interest expense (1)||(1,898||)||(5,714||)|
|Equity method investment income||0||55|
LOSS BEFORE INCOME TAXES
INCOME TAX BENEFIT:
Total income tax benefit
LOSS PER SHARE:
|Basic and diluted||$||(0.03||)||$||(0.12||)|
WEIGHTED AVERAGE SHARES OUTSTANDING
|Basic and diluted||30,611||30,420|
|(1) Bank interest||2,135||2,654|
|Change in fair value of interest rate swaps valuation||(848||)||2,593|
|Amortization of debt issuance costs||611||467|
Total non-cash interest
See accompanying notes.
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31,
|Deferred income taxes||(1,729||)||(1,652||)|
|Equity income – Sunrise Energy||0||(55||)|
|Depreciation, depletion, and amortization||10,307||10,627|
|Unrealized gain on marketable securities||0||(14||)|
|Change in fair value of interest rate swaps||(848||)||2,593|
|Change in fair value of fuel hedge||(239||)||1,311|
|Amortization of debt issuance costs||611||467|
|Asset retirement obligations accretion||363||333|
|Change in current assets and liabilities:|
|Parts and supplies||(385||)||889|
|Prepaid income taxes||0||581|
|Accounts payable and accrued liabilities||4,342||(1,691||)|
|Cash provided by operating activities||$||2,973||$||16,256|
|Investment in Sunrise Energy||0||(112||)|
|Proceeds from sale of marketable securities||0||2,310|
|Proceeds from maturities of certificates of deposit||0||245|
Cash used in investing activities
|Payments on bank debt||(9,188||)||(12,100||)|
|Borrowings of bank debt||7,500||0|
|Taxes paid on vesting of RSUs||(2||)||0|
Cash used in financing activities
Decrease in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period
Cash, cash equivalents, and restricted cash, end of period
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CONSIST OF THE FOLLOWING:
|Cash and cash equivalents||$||3,863||$||7,918|
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
SUPPLEMENTAL NON-CASH FLOW INFORMATION:
Change in capital expenditures included in accounts payable and prepaid expense
See accompanying notes.
Condensed Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2021
Balance, December 31, 2020
Stock issued on vesting of RSUs
Taxes paid on vesting of RSUs
Balance, March 31, 2021
Three Months Ended March 31, 2020
Balance, December 31, 2019
Balance, March 31, 2020
See accompanying notes.
Notes to Condensed Consolidated Financial Statements
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 Securities and Exchange Commission's ( the "SEC") rules and regulations; accordingly, certain information and footnote disclosures normally included in generally accepted accounting principles ("GAAP") financial statements have been condensed or omitted.
The results of operations and cash flows for the three months ended March 31, 2021, are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2021. To maintain consistency and comparability, certain 2020 amounts have been reclassified to conform to the 2021 presentation, with no impact to cash provided by operating activities or net 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 2020 Annual Report on Form 10-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.
We have evaluated all subsequent events through the date the financial statements were issued. There are no material recognized or non-recognizable subsequent events other than those already disclosed.
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. For the quarter ended March 31, 2021, there were no impairment charges recorded for long-lived assets.
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, 2019. 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.
Inventory is valued at lower of average cost or net realizable value (NRV). As of March 31, 2021, and December 31, 2020, coal inventory includes NRV adjustments of $1.1 million and $1.6 million, respectively.
OTHER LONG-TERM ASSETS (in thousands)
|Advanced coal royalties||$||6,481||$||6,449|
Total other assets
Bank debt is comprised of term debt ($58.8 million as of March 31, 2021) and a $120 million revolver ($77.3 million borrowed as of March 31, 2021). The term debt amortization concludes with the final payment in March 2023. The revolver matures 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.
As of March 31, 2021, we had additional borrowing capacity of $24.0 million and total liquidity of $27.9 million. Our additional borrowing capacity is net of $5.7 million in outstanding letters of credit as of March 31, 2021 that were required to maintain surety bonds. Liquidity consists of our additional borrowing capacity and cash and cash equivalents.
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. These costs were deferred and are being amortized over the term of the loan. Unamortized costs as of March 31, 2021, and December 31, 2020, were $5.5 million and $6.1 million, respectively.
Bank debt, less debt issuance costs, is presented below (in thousands):
|Current bank debt||$||36,750||$||36,750|
|Less unamortized debt issuance costs||(2,439||)||(2,439||)|
Net current portion
|Long-term bank debt||$||99,300||$||100,988|
|Less unamortized debt issuance costs||(3,070||)||(3,681||)|
Net long-term portion
Total bank debt
Less total unamortized debt issuance costs
Net bank debt
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
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|
As of March 31, 2021, our Leverage Ratio of 2.78 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 March 31, 2021, our Debt Service Coverage Ratio of 1.13 was in compliance with the requirements of the credit agreement.
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 declining term loan balance and on $53 million of the revolver. At March 31, 2021, we are paying LIBOR at the swap rate of 2.92% plus 4.0% for a total interest rate of 6.92% on the hedged amount ($111.8 million) and 4.0% on the remainder ($24.3 million).
Paycheck Protection Program
On April 16, 2020, we entered into an unsecured promissory note in the amount of $10 million under the Paycheck Protection Program (the “PPP Note”). The Paycheck Protection Program 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 "SBA"). The PPP note was funded through First Financial Bank, N.A. (the “Lender”).
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. If the note is not forgiven, monthly payments of ~$1.1 million will commence in August 2021 with maturity of April 2022. 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.
Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any covered payments of mortgage interest, rent, and utilities. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. The Company used all proceeds from the PPP Loan to maintain payroll and utility payments.
If the SBA determines that the Company was not initially eligible under the program or concludes that the Company did not have an adequate basis for making the good-faith certification of the necessity of the loan at the time of application, the loan could become payable on demand. The SBA retains the right to review the Company's loan file for a period subsequent to the date the loan is forgiven or paid in full, with the potential for the SBA to pursue legal remedies at its discretion.
At March 31, 2021, 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.
In December 2020, we applied for forgiveness of the full $10 million promissory note. On January 8, 2021, we were notified by the Lender that they had approved the application for the full forgiveness of the $10 million note and had forwarded on to the SBA for final approval. The SBA has 90 days from receipt of application from the Lender to make its determination as to the amount of forgiveness. There can be no assurance that any portion of the PPP loan will be forgiven. The determination was expected by April 8, 2021, however, we are told the SBA is running behind on loan forgiveness applications. Thus, we are patiently awaiting the decision from the SBA as to their determination as to the amount of the forgiveness.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (in thousands)
Accrued property taxes
Workers' compensation reserve
Group health insurance
|Fair value of interest rate swaps||2,551||2,793|
|Total accounts payable and accrued liabilities||$||35,166||$||31,409|
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. Our customers are typically domestic utility companies. Our coal sales agreements with our customers are fixed-priced, fixed-volume supply contracts, or include a predetermined escalation in price 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 provisions may 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 in place, the raw coal sold by us to the customer at the delivery point must be substantially free of magnetic material and other 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. 77% and 78% of our coal revenue for the three months ended March 31, 2021, and three months ended March 31, 2020, respectively, was sold to customers in the State of Indiana with the remainder sold to customers in Florida, Georgia, North Carolina, and Tennessee.
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.
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 $455 million, which represent the average fixed prices on our committed contracts as of March 31, 2021. We expect to recognize approximately 76% of this revenue in 2021 and 2022, with the remainder recognized thereafter.
We have remaining performance obligations relating to contracts with price reopeners of approximately $237 million, which represents our estimate of the expected re-opener price on committed contracts as of March 31, 2021. We expect to recognize all of this revenue beginning in 2022.
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.
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 we currently are carrying $0.2 million in deferred revenue recorded in our condensed consolidated balance sheets as of March 31, 2021 related to coal storage for one customer.
For interim period reporting, we record income taxes using an estimated annual effective tax rate based upon projected annual income, forecasted permanent tax differences, discrete items and statutory rates in states in which we operate. Our effective tax rate for the three months ended March 31, 2021 and 2020 was ~63% and ~37%, 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.
STOCK COMPENSATION PLANS
Non-vested grants at December 31, 2020
Vested – average weighted share price on vesting date was $1.63
Non-vested grants at March 31, 2021
For the three months ended March 31, 2021 and 2020, our stock compensation was $0.3 million and $0.3 million, respectively.
Non-vested RSU grants will vest as follows:
The outstanding RSUs have a value of $0.6 million based on the March 31, 2021, closing stock price of $1.87.
At March 31, 2021 we had 1,444,916 RSUs available for future issuance.
We have operating leases for office space and processing facilities with remaining lease terms ranging from less than one year to approximately five 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 March 31,
Operating lease information:
Operating cash outflows from operating leases
Weighted average remaining lease term in years
Weighted average discount rate
Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows:
Total minimum lease payments
Less imputed interest
Total operating lease liabilities
As reflected on balance sheet:
Other long-term liabilities
At March 31, 2021, and December 31, 2020, we had approximately $558,000 and $602,000, respectively, of right-of-use operating lease assets recorded within “buildings and equipment” on the condensed consolidated balance sheets.
We self-insure our underground mining equipment. Such equipment is allocated among seven mining units dispersed over 10 miles. The historical cost of such equipment was approximately $273 million and $269 million as of March 31, 2021, and December 31, 2020, respectively.
Restricted cash of $3.8 million and $4.0 million as of March 31, 2021, and December 31, 2020, respectively, represents cash held and controlled by a third party and is restricted for future workers’ compensation claim payments.
NET LOSS PER SHARE
We compute net loss per share using the two-class method, which is an allocation formula that determines net loss per share for common stock and participating securities, which for us are our outstanding RSUs.
The following table (in thousands, except per share amounts) sets forth the computation of net loss per share:
Three Months Ended March 31,
Less loss allocated to RSUs
Net loss allocated to common shareholders
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. We 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, 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 two interest rate swaps were $53 million and $58 million as of March 31, 2021, both with maturities of May 2022. Fuel hedges include 0.7 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 Q3 2020 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 March 31, 2021 and December 31, 2020 by the respective level of the fair value hierarchy (in thousands):
December 31, 2020
Interest rate swaps
March 31, 2021
Interest rate swaps
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, 2020*
Change in estimated fair value
Ending balance, March 31, 2021*
*Recorded in accounts payable and accrued liabilities and other liabilities in the Condensed Consolidated Balance Sheets.
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 March 31, 2021, and December 31, 2020, was $3.2 million.
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 Note 2 to these consolidated financial statements for further discussion.
To the Stockholders and the Board of Directors of Hallador Energy Company
Results of Review of Interim Financial Statements
We have reviewed the condensed consolidated balance sheet of Hallador Energy Company (the "Company") as of March 31, 2021, the related condensed consolidated statements of operations, cash flows, and stockholders’ equity for the three-month periods ended March 31, 2021 and 2020, and the related notes (collectively referred to as the "interim financial statements"). Based on our 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.
We 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 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 statements 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
May 3, 2021
THE FOLLOWING DISCUSSION UPDATES THE MD&A SECTION OF OUR 2020 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.
In the first quarter of 2020, 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. 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.
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. These policies and procedures include, but are not limited to, staggering shift times to limit the number of people in common areas at one time, limiting meetings and meeting sizes, continual cleaning and disinfecting of high touch and high traffic areas, including door handles, bath rooms, bath houses, access elevators, mining equipment, and other areas, limiting contractor access to our properties, limiting business travel, and instituting work from home for administrative employees. 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.
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 accelerate.
Below are highlights for the first three months of 2021:
|Q1 2021 Net Loss of $1.0 million, Adjusted EBITDA (a non-GAAP financial measure) of $11.4 million|
Sales: During Q1 2021, shipments were delayed due to transportation issues caused by the coldest February in the United States in over 30 years. We estimate that ~180,000 tons of coal shipments were delayed and will be deferred till later in 2021.
|Coal inventory increased by ~$6.0 million during the quarter as a result of the shipment delays.|
|b.||Production: Q1 production costs were $28.88 per ton, which represents a $4.99 per ton improvement over Q4 2020 and $2.79 per ton improvement over Q1 2020 as we continue to make efforts to improve recovery and add efficiencies at the mine.|
Cash Flow & Debt: During Q1, we generated $3.0 million in operating cash flow and paid down our bank debt by $1.7 million. The shipment delays noted above had the dual impact of reducing our profitability and cash flow for the quarter.
|i.||As of March 31, 2021, our bank debt was $136.1 million, bringing our liquidity to $27.9 million resulting in a leverage ratio of 2.78X, well within our covenant of 3.25X.|
Reconciliation of GAAP “net income” to non-GAAP “adjusted EBITDA” (in thousands), the most comparable GAAP financial measure.
Three Months Ended
Income tax benefit
Loss from Hourglass Sands
Income from equity method investments
Depreciation, depletion and amortization
Asset retirement obligations accretion
Gain on marketable securities
Change in fair value of fuel hedges
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|
2021 (Q2 - Q4)
* 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.
|III.||Signs of Improvement for the Coal Market|
|a.||Gas prices are increasing|
|i.||Nymex gas prices (a competitor to coal) averaged $1.99 in 2020, the lowest average in over two decades. As of April 27, 2021, Nymex gas prices averaged $3.01 for the next 12 months, a price where Indiana coal plants (77% of our customer base) are dispatching in front of gas plants.|
|b.||Coal export prices are improving|
|i.||API 4 (Asia) for Q3 2021 is ~$86/tonne for 2021, up 26% versus end of Q3 2020.|
|ii.||API 2 (Europe) for Q3 2021 is ~$74/tonne for 2021, up 24% versus end of Q3 2020.|
LONG-LIVED ASSET IMPAIRMENT REVIEW
See Note 2 to our condensed consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash Provided by Operations
As set forth in our condensed consolidated statements of cash flows, cash provided by operations was $3.0 million and $16.3 million for the three months ended March 31, 2021 and 2020, respectively.
Operating margins from coal decreased during the first three months of 2021 by $1.6 million when compared to the first three months of 2020.
Our operating margins were $10.20 per ton in the first three months of 2021 compared to $8.91 in the first three months of 2020.
We experienced lower demand in the first three months of 2021, resulting in sales of 1.2 million tons compared to sales in the first three months of 2020 of 1.5 million tons. We estimate ~180,000 tons of shipments were delayed in Q1 2021 due to the cold weather in February resulting in transportation issues.
The combination of the lower margins offset by changes in working capital items contributed substantially to our decrease in cash from operations compared to 2020.
Our projected capex budget for the remainder of 2021 is $17 million, of which approximately $7.0 million is for maintenance capex.
Cash provided by operations for the remainder of the year is expected to fund our maintenance capital expenditures and debt service, especially as we begin to reduce coal inventories throughout the balance of 2021.
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.
Material Off-Balance Sheet Arrangements
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 $24 million to pay for ARO.
CAPITAL EXPENDITURES (capex)
For the three months of 2021, capex was $5.7 million allocated as follows (in millions):
Oaktown – maintenance capex
Oaktown – investment
Capex per the Condensed Consolidated Statements of Cash Flows
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.
Wash plant recovery in %
Wash plant recovery in %
2021 v. 2020 (first quarter)
For the first quarter 2021, we sold 1,174,000 tons at an average price of $39.08/ton. For the first quarter 2020 we sold 1,526,000 tons at an average price of $40.58/ton. The decrease 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 transportation issues related to the weather conditions in February.
Operating costs for all coal mines averaged $28.88/ton in 2021 and $31.67/ton in 2020. Oaktown costs over that same period were $27.21 and $29.92, respectively. Our operating costs for the quarter are within our prior guidance of $29-$30/ton. Our efforts in Q1 to improve recovery and lower costs have been effective thus far. We expect operating costs associated with the idled Prosperity mine to be $0.9 million for the remainder of 2021. Prosperity operating costs were $0.3 million during the three months ended March 31, 2021.
We expect general and administrative expenses for the remainder of 2021 to be $9 million.
Interest expense decreased $3.8 million in the first quarter of 2021 when compared to the first quarter of 2020. The change in estimated fair value of our interest rate swap agreement resulted in a reduction in non-cash expense of $3.4 million in 2021 when compared to 2020. The remainder of the decrease is a result of our declining bank debt balance.
Our Sunrise Coal employees and contractors totaled 700 at March 31, 2021, compared to 695 at March 31, 2020.
EARNINGS (LOSS) PER SHARE
Basic and diluted
Basic and diluted
Our effective tax rate (ETR) is estimated at ~63% and ~37% for the three months ended March 31, 2021 and 2020, respectively. Assuming no changes in our expected results of operations, we expect our ETR for the remainder of 2021 to be about the same as the first three months. 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 March 31, 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 9. Stock Compensation 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, 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.
No material changes from the disclosure in our 2020 Annual Report on Form 10-K.
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 March 31, 2021, that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
See Exhibit 95 to this Form 10-Q for a listing of our mine safety violations.
|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)|
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: May 3, 2021
/S/ LAWRENCE D. MARTIN
Lawrence D. Martin, CFO
Date: May 3, 2021
/S/ R. TODD DAVIS
R. Todd Davis, CAO