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8-K - 8-K - ARCH RESOURCES, INC.c64914e8vk.htm
EX-23.2 - EX-23.2 - ARCH RESOURCES, INC.c64914exv23w2.htm
EX-23.3 - EX-23.3 - ARCH RESOURCES, INC.c64914exv23w3.htm
EX-99.1 - EX-99.1 - ARCH RESOURCES, INC.c64914exv99w1.htm
EX-99.3 - EX-99.3 - ARCH RESOURCES, INC.c64914exv99w3.htm
EX-23.1 - EX-23.1 - ARCH RESOURCES, INC.c64914exv23w1.htm
Exhibit 99.2
     
    Page
International Coal Group, Inc. Financial Statements (Unaudited)
   
 
   
Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010
  F-1
 
   
Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010
  F-2
 
   
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010
  F-3
 
   
Notes to Condensed Consolidated Financial Statements
  F-4

 


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
 
                 
    March 31,
    December 31,
 
    2011     2010  
    (unaudited)  
    (dollars in thousands, except per share amounts)  
 
ASSETS
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 186,566     $ 215,276  
Accounts receivable, net of allowances of $1,334 and $1,005
    111,210       82,557  
Inventories, net
    80,724       70,029  
Deferred income taxes
    1,420       13,563  
Prepaid insurance
    6,827       8,500  
Income taxes receivable
    682       129  
Prepaid expenses and other
    13,932       10,543  
                 
Total current assets
    401,361       400,597  
PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT, net
    1,051,064       1,040,118  
DEBT ISSUANCE COSTS, net
    8,937       11,998  
ADVANCE ROYALTIES, net
    21,639       16,037  
OTHER NON-CURRENT ASSETS
    12,008       10,947  
                 
Total assets
  $ 1,495,009     $ 1,479,697  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
Accounts payable
  $ 80,294     $ 78,899  
Short-term debt
    1,598       2,797  
Current portion of long-term debt and capital lease
    103,527       17,928  
Current portion of reclamation and mine closure costs
    8,364       8,414  
Current portion of employee benefits
    3,831       3,831  
Accrued expenses and other
    47,582       61,092  
                 
Total current liabilities
    245,196       172,961  
LONG-TERM DEBT AND CAPITAL LEASE
    228,437       308,422  
RECLAMATION AND MINE CLOSURE COSTS
    71,541       70,730  
EMPLOYEE BENEFITS
    84,129       81,868  
DEFERRED INCOME TAXES
    46,515       60,452  
BELOW-MARKET COAL SUPPLY AGREEMENTS
    25,934       26,823  
OTHER NON-CURRENT LIABILITIES
    43,921       4,176  
                 
Total liabilities
    745,673       725,432  
COMMITMENTS AND CONTINGENCIES
               
STOCKHOLDERS’ EQUITY:
               
Preferred stock — par value $0.01, 200,000,000 shares authorized, none issued
           
Common stock — par value $0.01, 2,000,000,000 shares authorized, 204,210,833 and 204,155,827 shares issued and outstanding, respectively, as of March 31, 2011 and 203,870,564 and 203,824,372 shares issued and outstanding, respectively, as of December 31, 2010
    2,042       2,038  
Treasury stock
    (309 )     (216 )
Additional paid-in capital
    852,812       851,440  
Accumulated other comprehensive loss
    (3,353 )     (3,459 )
Retained deficit
    (101,920 )     (95,602 )
                 
Total International Coal Group, Inc. stockholders’ equity
    749,272       754,201  
Noncontrolling interest
    64       64  
                 
Total stockholders’ equity
    749,336       754,265  
                 
Total liabilities and stockholders’ equity
  $ 1,495,009     $ 1,479,697  
                 
 
See notes to condensed consolidated financial statements.


F-1


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
    (unaudited)  
    (dollars in thousands, except per share amounts)  
 
REVENUES:
               
Coal sales revenues
  $ 283,711     $ 270,490  
Freight and handling revenues
    7,152       9,377  
Other revenues
    11,126       8,727  
                 
Total revenues
    301,989       288,594  
COSTS AND EXPENSES:
               
Cost of coal sales
    217,964       220,065  
Freight and handling costs
    7,152       9,377  
Cost of other revenues
    7,342       7,181  
Depreciation, depletion and amortization
    25,656       26,397  
Selling, general and administrative
    51,152       8,585  
Gain on sale of assets, net
    (6,723 )     (3,481 )
                 
Total costs and expenses
    302,543       268,124  
                 
Income (loss) from operations
    (554 )     20,470  
INTEREST AND OTHER EXPENSE:
               
Loss on extinguishment of debt
          (21,987 )
Interest expense, net
    (8,110 )     (13,300 )
                 
Total interest and other expense
    (8,110 )     (35,287 )
                 
Loss before income taxes
    (8,664 )     (14,817 )
INCOME TAX BENEFIT
    2,357       5,965  
                 
Net loss
    (6,307 )     (8,852 )
Net income attributable to noncontrolling interest
    (11 )      
                 
Net loss attributable to International Coal Group, Inc. 
  $ (6,318 )   $ (8,852 )
                 
Earnings per share:
               
Basic
  $ (0.03 )   $ (0.05 )
Diluted
  $ (0.03 )   $ (0.05 )
Weighted-average common shares outstanding:
               
Basic
    202,699,052       181,382,766  
Diluted
    202,699,052       181,382,766  
 
See notes to condensed consolidated financial statements.


F-2


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
    (unaudited)  
    (dollars in thousands)  
 
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net loss
  $ (6,307 )   $ (8,852 )
Adjustments to reconcile net loss to net cash from operating activities:
               
Depreciation, depletion and amortization
    25,656       26,397  
Loss on extinguishment of debt
          21,987  
Amortization and write-off of deferred finance costs and debt discount
    1,458       3,158  
Amortization of accumulated employee benefit obligations
    172       (7 )
Compensation expense on share based awards
    1,218       984  
Gain on sale of assets, net
    (6,723 )     (3,481 )
Provision for bad debt
    329       (79 )
Deferred income taxes
    (1,860 )     (7,583 )
Changes in Assets and Liabilities:
               
Accounts receivable
    (18,813 )     (24,463 )
Inventories
    (10,695 )     3,914  
Prepaid expenses and other
    (2,269 )     856  
Other non-current assets
    (4,530 )     761  
Accounts payable
    912       5,425  
Accrued expenses and other
    (13,510 )     (16,133 )
Reclamation and mine closure costs
    761       (339 )
Other liabilities
    42,067       2,890  
                 
Net cash from operating activities
    7,866       5,435  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from the sale of assets
    245       1,000  
Additions to property, plant, equipment and mine development
    (31,106 )     (20,635 )
Withdrawals of restricted cash
    394       8,854  
Distribution to joint venture
    (11 )      
                 
Net cash from investing activities
    (30,478 )     (10,781 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Repayments on short-term debt
    (1,199 )     (833 )
Repayments on long-term debt and capital lease
    (4,964 )     (4,928 )
Proceeds from convertible notes offering
          115,000  
Proceeds from senior notes offering
          198,596  
Proceeds from common stock offering
          102,453  
Repurchases of senior notes
          (181,612 )
Purchases of treasury stock
    (93 )     (11 )
Proceeds from stock options exercised
    158        
Debt issuance costs
          (14,243 )
                 
Net cash from financing activities
    (6,098 )     214,422  
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
    (28,710 )     209,076  
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    215,276       92,641  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 186,566     $ 301,717  
                 
Supplemental information:
               
Cash paid for interest (net of amount capitalized)
  $ 12,203     $ 21,837  
                 
Cash received for income taxes
  $     $ 1,076  
                 
Supplemental disclosure of non-cash items:
               
Issuance of common stock in exchange for convertible notes
  $     $ 25,712  
                 
Purchases of property, plant, equipment and mine development through accounts payable
  $ 16,364     $ 10,817  
                 
Purchases of property, plant, equipment and mine development through financing arrangements
  $ 9,619     $ 2,538  
                 
 
See notes to condensed consolidated financial statements.


F-3


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
March 31, 2011
(Dollars in thousands, except per share amounts)
 
(1)   Basis of Presentation
 
The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and include the accounts of International Coal Group, Inc. and its subsidiaries (the “Company”) and its controlled affiliates. Significant intercompany transactions, profits and balances have been eliminated in consolidation. The Company accounts for its undivided interest in coalbed methane wells using the proportionate consolidation method, whereby its share of assets, liabilities, revenues and expenses are included in the appropriate classification in the financial statements.
 
The accompanying interim condensed consolidated financial statements as of March 31, 2011 and for the three months ended March 31, 2011 and 2010, and the notes thereto, are unaudited. However, in the opinion of management, these financial statements reflect all normal, recurring adjustments necessary for a fair presentation of the results of the periods presented. The balance sheet information as of December 31, 2010 has been derived from the Company’s audited consolidated balance sheet. These statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2011.
 
(2)   Summary of Significant Accounting Policies and General
 
In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-13, Revenue Recognition (“ASU 2009-13”). ASU 2009-13 provides amendments to the criteria in Accounting Standards Codification Subtopic 605-24 for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable, which includes vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available or estimated selling price if neither of the first two are available. ASU 2009-13 also eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement and expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangement. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. Adoption of ASU 2009-13 did not have a material impact on the Company’s financial position, results of operations or cash flows.
 
(3)   Inventories
 
Inventories consisted of the following:
 
                 
    March 31,
    December 31,
 
    2011     2010  
 
Coal
  $ 44,860     $ 37,126  
Parts and supplies
    38,213       35,288  
Reserve for obsolescence — parts and supplies
    (2,349 )     (2,385 )
                 
Inventories, net
  $ 80,724     $ 70,029  
                 


F-4


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
(4)   Property, Plant, Equipment and Mine Development
 
Property, plant, equipment and mine development are summarized by major classification as follows:
 
                 
    March 31,
    December 31,
 
    2011     2010  
 
Plant and equipment
  $ 668,361     $ 655,014  
Coal lands and mineral rights
    586,827       586,618  
Mine development
    256,909       242,699  
Land and land improvements
    25,613       24,781  
Coalbed methane well development costs
    14,697       14,697  
                 
      1,552,407       1,523,809  
Less accumulated depreciation, depletion and amortization
    (501,343 )     (483,691 )
                 
Property, plant, equipment and mine development, net
  $ 1,051,064     $ 1,040,118  
                 
 
Depreciation, depletion and amortization expense related to property, plant, equipment and mine development for the three months ended March 31, 2011 and 2010 was $26,510 and $27,250, respectively.
 
(5)   Capital Restructuring
 
In March 2010, the Company completed public offerings of 24,444,365 shares of its common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $4.47 per share, $115,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2017 (the “2017 Convertible Notes”) and $200,000 aggregate principal amount of 9.125% Senior Secured Second-Priority Notes due 2018 (the “2018 Senior Notes”) pursuant to a shelf registration statement deemed effective by the Securities and Exchange Commission on January 15, 2010.
 
During 2010, the Company used $169,458 of the net proceeds from the Common Stock and 2017 Convertible Notes offerings to finance the repurchase of $138,771 aggregate principal amount of its 9.00% Convertible Senior Notes due 2012 (the “2012 Convertible Notes”). The Company used $188,960 of the net proceeds from the 2018 Senior Notes offering to finance the repurchase of $175,000 aggregate principal amount of its 10.25% Senior Notes due 2014 (the “2014 Senior Notes”). The remaining proceeds were used for general corporate purposes. Additionally, the Company entered into a series of agreements to exchange a portion of its outstanding 2012 Convertible Notes for shares of common stock in December 2009. One exchange agreement, as amended, provided for closing of additional exchanges in January 2010. The Company recorded a loss on extinguishment of debt of $21,987 during the three months ended March 31, 2010 related to these debt repurchases and exchanges.
 
Additionally, in February 2010, the Company secured a new four-year $125,000 asset-based loan facility (the “ABL Loan Facility”) to replace its prior revolving credit facility which was set to expire in June 2011. The ABL Loan Facility provides additional borrowing capacity, contains minimal financial covenants and matures in February 2014. The ABL Loan Facility has been used primarily for issuing letters of credit that collateralize the Company’s reclamation bonds.


F-5


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
(6)   Debt
 
Long-Term Debt and Capital Lease
 
Long-term debt and capital lease consisted of the following:
 
                 
    March 31,
    December 31,
 
    2011     2010  
 
9.125% Senior Notes, due 2018, net of debt discount of $1,276 and $1,308, respectively
  $ 198,724     $ 198,692  
4.00% Convertible Senior Notes, due 2017, net of debt discount of $30,958 and $31,882, respectively
    84,042       83,118  
Equipment notes
    47,790       42,730  
9.00% Convertible Senior Notes, due 2012, net of debt discount of $24 and $28, respectively
    707       703  
Capital lease and other
    701       1,107  
                 
Total
    331,964       326,350  
Less current portion
    (103,527 )     (17,928 )
                 
Long-term debt and capital lease
  $ 228,437     $ 308,422  
                 
 
9.125% Senior Notes due 2018 — The obligations under the 2018 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of the Company’s wholly-owned domestic subsidiaries other than subsidiaries that are designated as unrestricted subsidiaries. The 2018 Senior Notes and the guarantees are secured by a second-priority lien on, and security interest in, substantially all of the Company’s and the guarantors’ assets, junior to first-priority liens that secure the Company’s ABL Loan Facility and certain other permitted liens under the indenture that governs the notes. Interest on the 2018 Senior Notes is payable semi-annually in arrears on April 1st and October 1st of each year. Prior to April 1, 2014, the Company may redeem all or a part of the 2018 Senior Notes at a price equal to 100% of the principal amount plus an applicable “make-whole” premium and accrued and unpaid interest to the redemption date. The Company may redeem the 2018 Senior Notes, in whole or in part, beginning on April 1, 2014. The initial redemption price will be 104.563% of their aggregate principal amount, plus accrued and unpaid interest. The redemption price declines to 102.281% and 100.000% of their aggregate principal amount, plus accrued and unpaid interest, on April 1, 2015 and April 1, 2016 and thereafter, respectively. In addition, at any time and from time to time prior to April 1, 2013, the Company may redeem up to 35% of the 2018 Senior Notes at a redemption price equal to 109.125% of its principal amount plus accrued and unpaid interest using proceeds from sales of certain kinds of the Company’s capital stock. Upon the occurrence of a change of control or the sale of the Company’s assets, it may be required to repurchase some or all of the notes.
 
The indenture governing the 2018 Senior Notes contains covenants that limit the Company’s ability to, among other things, incur additional indebtedness, issue preferred stock, pay dividends, repurchase, repay or redeem its capital stock, make certain investments, sell assets and incur liens. As of March 31, 2011, the Company was in compliance with its covenants under the indenture.
 
4.00% Convertible Senior Notes due 2017 — The 2017 Convertible Notes are the Company’s senior unsecured obligations and are guaranteed jointly and severally on a senior unsecured basis by all of the Company’s material future and current domestic subsidiaries or that guarantee the ABL Loan Facility on a senior basis. The 2017 Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually in arrears on April 1st and October 1st of each year.


F-6


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
The 2017 Convertible Notes are convertible into the Company’s common stock at an initial conversion price, subject to adjustment, of $5.81 per share (approximating 172.0874 shares per one thousand dollar principal amount of the 2017 Convertible Notes). Holders may convert their notes at their option prior to January 1, 2017 only under the following circumstances: (i) during any calendar quarter after the calendar quarter ending September 30, 2010 (and only during that quarter), if the closing sale price of the Company’s common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price of such notes in effect on the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any five consecutive trading day period, or the note measurement period, in which the trading price per note for each trading day of that note measurement period was equal to or less than 97% of the product of the closing sale price of shares of the Company’s common stock and the applicable conversion rate for such trading day; and (iii) upon the occurrence of specified corporate transactions. In addition, the notes will be convertible irrespective of the foregoing circumstances from, and including, January 1, 2017 to, and including, the business day immediately preceding April 1, 2017. Upon conversion, the Company will have the right to deliver cash, shares of its common stock or a combination thereof, at the Company’s election. If the Company elects to settle any excess conversion value of the 2017 Convertible Notes in cash, the holder will receive, for each one thousand dollar principal amount, the conversion rate multiplied by a 20-day average closing price of the common stock as set forth in the indenture beginning on the third trading day after the 2017 Convertible Notes are surrendered. At any time on or prior to the 23rd business day immediately preceding the maturity date, the Company may irrevocably elect to deliver solely shares of its common stock in respect of the Company’s conversion obligation or pay cash up to the aggregate principal amount of the notes to be converted and deliver shares of its common stock, cash or a combination thereof in respect of the remainder, if any, of the conversion obligation. It is the Company’s current intention to settle the principal amount of any notes converted in cash. The conversion rate, and thus the conversion price, will be subject to adjustment. A holder that surrenders notes for conversion in connection with a “make-whole fundamental change” that occurs before the maturity date may in certain circumstances be entitled to an increased conversion rate. For a discussion of the effects of the 2017 Convertible Notes on earnings per share, see Note 11.
 
The 2017 Convertible Notes became convertible at the option of holders beginning April 1, 2011 because the closing sale price of the Company’s common stock on the New York Stock Exchange exceeded $7.55 (130% of the conversion price of $5.81 per share) for each of 20 or more trading days in the period of 30 consecutive trading days ending on March 31, 2011. As a result, the Company has included the 2017 Convertible Notes in the current portion of long-term debt in its consolidated balance sheet as of March 31, 2011. Additionally, the Company has included debt issuance costs related to the 2017 Convertible Notes totaling $2,554 as a current asset in prepaid expenses and other in its consolidated balance sheet as of March 31, 2011. The Company will reassess the convertibility of the 2017 Convertible Notes, and the related balance sheet classification, on a quarterly basis. In the event that a holder exercises the right to convert its 2017 Convertible Notes, the Company will write-off a ratable portion of the associated debt issuance costs. In the event that a holder elects to convert its Convertible Note, the Company expects to fund any cash settlement of any such conversion from cash on hand.
 
As of March 31, 2011 and December 31, 2010, the equity component of the 2017 Convertible Notes was $20,786 and is included in additional paid-in capital. Interest expense resulting from amortization of the debt discount was $923 and $147 for the three months ended March 31, 2011 and 2010, respectively. Interest expense on the principal amount of the 2017 Convertible Notes was $1,150 and $192 for the three months ended March 31, 2011 and 2010, respectively. The Company has determined its non-convertible borrowing rate would have been 10.1% at issuance.
 
9.00% Convertible Senior Notes due 2012 — The 2012 Convertible Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company’s material current and future domestic subsidiaries. The 2012 Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually in arrears on February 1st and August 1st of each year.


F-7


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
The principal amount of the 2012 Convertible Notes is payable in cash and amounts above the principal amount, if any, will be convertible into shares of the Company’s common stock or, at the Company’s option, cash. The 2012 Convertible Notes are convertible at an initial conversion price, subject to adjustment, of $6.10 per share (approximating 163.8136 shares per one thousand dollar principal amount of the 2012 Convertible Notes). The 2012 Convertible Notes are convertible upon the occurrence of certain events, including (i) prior to February 12, 2012 during any calendar quarter after September 30, 2007, if the closing sale price per share of the Company’s common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (ii) prior to February 12, 2012 during the five consecutive business days immediately after any five consecutive trading day period in which the average trading price for the notes on each day during such five trading day period was equal to or less than 97% of the closing sale price of the Company’s common stock on such day multiplied by the then current conversion rate; (iii) upon the occurrence of specified corporate transactions; and (iv) at any time from, and including February 1, 2012 until the close of business on the second business day immediately preceding August 1, 2012. In addition, upon events defined as a “fundamental change” under the 2012 Convertible Notes indenture, the Company may be required to repurchase the 2012 Convertible Notes at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If the Company elects to settle any excess conversion value of the 2012 Convertible Notes in cash, the holder will receive, for each one thousand dollar principal amount, the conversion rate multiplied by a 20-day average closing price of the common stock as set forth in the indenture beginning on the third trading day after the 2012 Convertible Notes are surrendered. In addition, if conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make-whole” premium) by increasing the conversion rate with respect to such notes. For a discussion of the effects of the 2012 Convertible Notes on earnings per share, see Note 11.
 
The 2012 Convertible Notes became convertible at the option of holders beginning April 1, 2011 because the closing sale price of the Company’s common stock on the New York Stock Exchange exceeded $7.93 (130% of the conversion price of $6.10 per share) for each of 20 or more trading days in the period of 30 consecutive trading days ending on March 31, 2011. As a result, the Company has included the 2012 Convertible Notes in the current portion of long-term debt in its consolidated balance sheet as of March 31, 2011. Additionally, the Company has included debt issuance costs related to the 2012 Convertible Notes totaling $8 as a current asset in prepaid expenses and other in its consolidated balance sheet as of March 31, 2011. The Company will reassess the convertibility of the 2012 Convertible Notes, and the related balance sheet classification, on a quarterly basis. In the event that a holder exercises the right to convert its 2012 Convertible Notes, the Company will write-off a ratable portion of the associated debt issuance costs. In the event that a holder elects to convert its Convertible Note, the Company expects to fund any cash settlement of any such conversion from cash on hand.
 
As of March 31, 2011 and December 31, 2010, the equity component of the 2012 Convertible Notes was $44 and is included in additional paid-in capital. Interest expense resulting from amortization of the debt discount was $4 and $705 for the three months ended March 31, 2011 and 2010, respectively. Interest expense on the principal amount of the 2012 Convertible Notes was $16 and $3,200 for the three months ended March 31, 2011 and 2010, respectively. The Company has determined its non-convertible borrowing rate would have been 11.7% at issuance.
 
Asset-Based Loan Facility — The ABL Loan Facility is a $125,000 senior secured facility with a four-year term, all of which is available for loans or the issuance of letters of credit. Subject to certain conditions, at any time prior to maturity, the Company will be able to elect to increase the size of the ABL Loan Facility, up to a maximum of $200,000. Availability under the ABL Loan Facility is determined using a borrowing base calculation. The ABL Loan Facility is guaranteed by all of the Company’s current and future wholly-owned subsidiaries and secured by a first priority security interest on all of the Company’s and each of the Company’s guarantors’ existing and after-acquired real and personal property, including all outstanding equity interests of the Company’s wholly-owned subsidiaries. The ABL Loan Facility has a maturity date of February 22, 2014. As of March 31, 2011, the Company


F-8


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
had a borrowing capacity of $125,000 under the ABL Loan Facility with no borrowings outstanding, letters of credit totaling $85,775 outstanding and $39,225 available for future borrowing, and was in compliance with its financial covenants under the ABL Loan Facility. The ABL Loan Facility was amended on May 6, 2010 for minor technical corrections.
 
Equipment Notes — The equipment notes, having various maturity dates extending to February 2016, are collateralized by mining equipment. As of March 31, 2011, the Company had amounts outstanding with terms ranging from 36 to 60 months and a weighted-average interest rate of 7.16%. As of March 31, 2011, the Company had a borrowing capacity of $12,985 available under a $50,000 revolving equipment credit facility for terms from 36 to 60 months at interest rates ranging from 5.35% to 6.15%.
 
Capital Lease and Other — The Company leases certain mining equipment under a capital lease. The Company imputed interest on its capital lease using a rate of 10.44%.
 
Short-Term Debt
 
The Company finances the majority of its annual insurance premiums with the related obligation included in short-term debt. The weighted-average interest rate applicable to the notes was 2.01% at March 31, 2011. As of March 31, 2011 and December 31, 2010, the Company had $1,598 and $2,797, respectively, outstanding related to insurance financing.
 
(7)   Income Taxes
 
The effective income tax rates applied to the three months ended March 31, 2011 and 2010 were calculated using estimated annual effective rates based on projected earnings for the respective years, exclusive of discrete items. The effective income tax rate for the three months ended March 31, 2011 increased to 27% from an effective income tax rate of 4% applied to the three months ended March 31, 2010, primarily attributable to an increase in forecasted annual pre-tax book income and a decrease in forecasted income tax deductions for depletion of mineral rights due to the impact of bonus depreciation.
 
Discrete items that only impacted the three months ended March 31, 2010 were excluded from the estimated annual effective tax rate applied to that period. The net tax benefit related to the discrete items of $6,268 was comprised of tax benefits of $6,288 for the loss on the repurchase of 2014 Senior Notes, $638 for the loss on exchanges of 2012 Convertible Notes and $171 for other miscellaneous discrete items, as well as tax expense of $829 related to the Health Care Reform and Education Reconciliations Act taxation of Medicare Part D. There were no significant discrete items excluded from the estimated annual effective rate for the three months ended March 31, 2011.
 
(8)   Employee Stock Awards
 
The Company’s Amended and Restated 2005 Equity and Performance Incentive Plan (the “Plan”) permits the granting of stock options, restricted shares, stock appreciation rights, restricted share units, performance shares or performance units to its employees for up to 18,000,000 shares of common stock. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant and have 10-year contractual terms. The option and restricted stock awards generally vest in equal annual installments of 25% over a four-year period. The Company recognizes expense related to the awards on a straight-line basis over the vesting period of each separately vesting portion of the awards as if the awards were, in substance, multiple awards. The Company issues new shares upon the exercise of option awards.


F-9


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
The Black-Scholes option pricing model was used to calculate the estimated fair value of the options granted. The estimated grant-date fair value of the options granted during the three months ended March 31, 2011 and 2010 was calculated using the following assumptions:
 
                 
    March 31,
    2011   2010
 
Expected term (in years)
    5-7.5       5-7.5  
Expected volatility
    65.2% - 67.4 %     50.8% - 67.4 %
Weighted-average expected volatility
    65.3 %     67.4 %
Risk-free rate
    1.9% - 2.9 %     2.4% - 3.1 %
Expected dividends
           
 
The Company estimated forfeiture rates of 5.50% for both the three months ended March 31, 2011 and 2010.
 
The Company estimates volatility using both historical and market data. The expected option term is based on historical data and exercise behavior. The risk-free interest rates are based on the rates of zero coupon U.S. Treasury bonds with similar maturities on the date of grant. The estimated forfeiture rates were determined based on historical forfeitures and turnover of the Company’s employees eligible under the plan.
 
Share based employee compensation expense of $758 and $612, net of tax of $460 and $372, related to stock awards outstanding was included in earnings for the three months ended March 31, 2011 and 2010, respectively.
 
A summary of the Company’s outstanding options as of March 31, 2011, and changes during the three months ended March 31, 2011, is as follows:
 
                                 
                Weighted-
       
                Average
       
          Weighted-
    Remaining
       
          Average
    Contractual
    Aggregate
 
          Exercise
    Term
    Intrinsic
 
Options
  Shares     Price     (years)     Value  
 
Outstanding at January 1, 2011
    5,739,583     $ 4.91                  
Granted
    663,873       9.10                  
Exercised
    (33,489 )     4.73                  
Forfeited
    (3,037 )     8.62                  
Expired
    (2,852 )     5.47                  
                                 
Outstanding at March 31, 2011
    6,364,078       5.35       7.32     $ 37,907  
                                 
Vested or expected to vest at March 31, 2011
    6,019,519       5.42       7.26       35,410  
                                 
Exercisable at March 31, 2011
    2,865,775       6.91       5.94       12,588  
                                 
 
The weighted-average grant-date fair value of options granted during the three months ended March 31, 2011 and 2010 was $5.62 and $2.60, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2011 was $162. There were no options exercised during the three months ended March 31, 2010.


F-10


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
A summary of the status of the Company’s nonvested restricted stock awards as of March 31, 2011, and changes during the three months ended March 31, 2011, is as follows:
 
                 
          Weighted-
 
          Average Grant-
 
          Date
 
Nonvested Shares
  Shares     Fair Value  
 
Nonvested at January 1, 2011
    1,145,006     $ 3.17  
Granted
    307,301       9.11  
Vested
    (40,017 )     6.40  
Forfeited
    (2,136 )     8.64  
                 
Nonvested at March 31, 2011
    1,410,154       4.37  
                 
 
The weighted-average grant-date fair value of restricted stock granted during the three months ended March 31, 2011 and 2010 was $9.11 and $4.11, respectively. The total fair value of restricted stock vested during the three months ended March 31, 2011 and 2010 was $256 and $261, respectively.
 
A summary of the Company’s nonvested restricted share unit awards as of March 31, 2011, and changes during the three months ended March 31, 2011, is as follows:
 
                 
          Weighted-
 
          Average Grant-
 
          Date
 
Restricted Share Units
  Shares     Fair Value  
 
Nonvested at January 1, 2011
        $  
Granted
    38,507       9.09  
Vested
    (38,507 )     9.09  
Forfeited
           
                 
Nonvested at March 31, 2011
           
                 
 
The weighted-average grant-date fair value of restricted share units granted during the three months ended March 31, 2011 and 2010 was $9.09 and $4.11, respectively. The total fair value of restricted share units vested during both of the three months ended March 31, 2011 and 2010 was $350.
 
As of March 31, 2011, there was $10,834 of unrecognized compensation cost related to non-vested share based awards that is expected to be recognized over a weighted-average period of 3.3 years.
 
The Plan provides recipients the ability to satisfy tax obligations upon vesting of shares of restricted stock by having the Company withhold a portion of the shares otherwise deliverable to the recipients. During the three months ended March 31, 2011 and 2010, the Company withheld 8,814 shares and 2,627 shares of common stock, respectively, from employees in connection with tax withholding obligations. The value of the common stock that was withheld was based upon the closing price of the common stock on the applicable vesting dates. Such shares were included in treasury stock in the Company’s consolidated balance sheet.


F-11


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
(9)   Employee Benefits
 
Postretirement Benefits
 
The following table details the components of the net periodic benefit cost for postretirement benefits other than pensions for the three months ended March 31, 2011 and 2010.
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
 
Net periodic benefit cost:
               
Service cost
  $ 1,091     $ 831  
Interest cost
    648       432  
Amortization of actuarial loss and prior service cost
    250       28  
                 
Benefit cost
  $ 1,989     $ 1,291  
                 
 
The plan is unfunded; therefore, no contributions were made by the Company for the three months ended March 31, 2011 and 2010.
 
Black Lung Benefits
 
The following table details the components of the net periodic benefit cost for black lung benefits for the three months ended March 31, 2011 and 2010.
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
 
Net periodic benefit cost:
               
Service cost
  $ 629     $ 611  
Interest cost
    362       389  
Amortization of actuarial gain
    (78 )     (35 )
                 
Benefit cost
  $ 913     $ 965  
                 
 
The plan is unfunded; therefore, no contributions were made by the Company for the three months ended March 31, 2011 and 2010.
 
In March 2010, the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act (“HCERA” or, collectively with PPACA, the “Health Care Reform Act”) were enacted into law. The Health Care Reform Act is a comprehensive health care reform act that, among other things, amended previous legislation related to coal workers’ pneumoconiosis (black lung), providing an automatic extension of awarded lifetime benefits to surviving spouses and providing changes to the legal criteria used to assess and award claims. These new provisions of the Health Care Reform Act may increase the number of future claims that are awarded benefits. The Company does not have sufficient claims experience since the Health Care Reform Act was passed to estimate the impact on its March 31, 2011 black lung liability of the potential increase in the number of future claims that are awarded benefits. An increase in benefits awarded could have a material impact on the Company’s financial position, results of operations or cash flows.


F-12


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
(10)   Other Comprehensive Loss
 
Other comprehensive loss for the three months ended March 31, 2011 and 2010 was as follows:
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
 
Net loss attributable to International Coal Group, Inc. 
  $ (6,318 )   $ (8,852 )
Amortization of postretirement benefit obligation, net of tax of $95 and $21 for the three months ended March 31, 2011 and 2010, respectively
    155       7  
Amortization of black lung obligation, net of tax of $29 and $13 for the three months ended March 31, 2011 and 2010, respectively
    (49 )     (22 )
                 
Comprehensive loss
  $ (6,212 )   $ (8,867 )
                 
 
(11)   Earnings Per Share
 
Basic earnings per share is computed by dividing net income or loss available to common shareholders by the weighted-average number of common shares outstanding during the period, excluding restricted common stock subject to continuing vesting requirements. Diluted earnings per share is calculated based on the weighted-average number of common shares outstanding during the period and, when dilutive, potential common shares from the exercise of stock options, restricted common stock subject to continuing vesting requirements, restricted stock units and convertible debt, pursuant to the treasury stock method.
 
Reconciliations of weighted-average shares outstanding used to compute basic and diluted earnings per share for the three months ended March 31, 2011 and 2010 are as follows:
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
 
Net loss attributable to International Coal Group, Inc. 
  $ (6,318 )   $ (8,852 )
                 
Weighted-average common shares outstanding — basic
    202,699,052       181,382,766  
Incremental shares arising from:
               
Stock options
           
Restricted stock
           
Restricted share units
           
Convertible notes
           
                 
Weighted-average common shares outstanding — diluted
    202,699,052       181,382,766  
                 
Earnings Per Share:
               
Basic
  $ (0.03 )   $ (0.05 )
Diluted
  $ (0.03 )   $ (0.05 )
 
Options to purchase 6,364,078 shares of common stock and 1,410,154 shares of restricted common stock outstanding at March 31, 2011 have been excluded from the computation of diluted earnings per share for the three months ended March 31, 2011 because their effect would have been anti-dilutive. Options to purchase 5,839,160 shares of common stock and 1,439,521 shares of restricted common stock outstanding at March 31,


F-13


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
2010 have been excluded from the computation of diluted earnings per share for the three months ended March 31, 2010 because their effect would have been anti-dilutive.
 
Upon conversion, the Company currently intends to settle the principal amount of the 2017 Convertible Notes in cash and amounts above the principal amount, if any, will be settled with shares of the Company’s common stock or, at the Company’s option, cash. The principal amount of the 2012 Convertible Notes is payable in cash and amounts above the principal amount, if any, will be settled with shares of the Company’s common stock or, at the Company’s option, cash.
 
(12)   Fair Value of Financial Instruments
 
The estimated fair values of the Company’s financial instruments are determined based on relevant market information. These estimates involve uncertainty and cannot be determined with precision. The following methods and assumptions were used to estimate the fair value of each class of financial instrument.
 
Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, Short-Term Debt and Other Current Liabilities — The carrying amounts approximate the fair value due to the short maturity of these instruments.
 
Long-term Debt — The fair value of the convertible notes and senior notes were based upon their respective values in active markets or the Company’s best estimate using market information. The fair value of the aggregate principal amounts outstanding as of March 31, 2011 and December 31, 2010 are as follows:
 
                                 
    March 31, 2011     December 31, 2010  
    Principal
          Principal
       
    Outstanding     Fair Value     Outstanding     Fair Value  
 
9.125% Senior Notes, due 2018
  $ 200,000     $ 227,000     $ 200,000     $ 216,000  
4.00% Convertible Senior Notes, due 2017
    115,000       242,018       115,000       175,168  
9.00% Convertible Senior Notes, due 2012
    731       1,378       731       987  
 
The carrying value of the Company’s capital lease obligation and other debt approximate fair value at March 31, 2011 and December 31, 2010.
 
(13)   Commitments and Contingencies
 
Legal Matters— On August 23, 2006, a survivor of the Sago mine accident, Randal McCloy, filed a complaint in the Kanawha Circuit Court in Kanawha County, West Virginia. The claims brought by Randal McCloy and his family against the Company and certain of its subsidiaries, and against W.L. Ross & Co., and Wilbur L. Ross, Jr., individually, were dismissed on February 14, 2008, after the parties reached a confidential settlement. Sixteen other complaints have been filed in Kanawha Circuit Court by the representatives of many of the miners who died in the Sago mine accident, and several of these plaintiffs have filed amended complaints to expand the group of defendants in the cases. The complaints allege various causes of action against the Company and its subsidiary, Wolf Run Mining Company, one of its shareholders, W.L. Ross & Co., and Wilbur L. Ross, Jr., individually, related to the accident and seek compensatory and punitive damages. In addition, the plaintiffs also allege causes of action against other third parties, including claims against the manufacturer of Omega block seals used to seal the area where the explosion occurred and against the manufacturer of self-contained self-rescuer (“SCSR”) devices worn by the miners at the Sago mine. Some of these third parties have been dismissed from the actions upon settlement. The amended complaints add other of the Company’s subsidiaries to the cases, including ICG, Inc., ICG, LLC and Hunter Ridge Coal Company, unnamed parent, subsidiary and affiliate companies of the Company, W.L. Ross & Co., and Wilbur L. Ross, Jr., and other third parties, including a provider of electrical services and a supplier of components used in the SCSR devices. The Company has not accrued any liability for the remaining claims pending


F-14


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
because it believes that it has good factual and legal defenses to the asserted claims and that, while it is possible that liability may be determined against the Company, it is not reasonably probable, and an estimate of damages, if the Company were to be found liable, cannot be made at this time. The Company believes that it is appropriately insured for these and other potential claims, and has fully paid its deductible applicable to its insurance policies. In addition to the dismissal of the McCloy claim, the Company has settled and dismissed five other actions. These settlements required the release of the Company, its subsidiaries, W.L. Ross & Co., and Wilbur L. Ross, Jr. The Company intends to vigorously defend itself against the remaining complaints. The court has scheduled the matter for trial beginning on April 16, 2012.
 
Allegheny Energy Supply (“Allegheny”), the sole customer of coal produced at the Company’s subsidiary Wolf Run Mining Company’s (“Wolf Run”) Sycamore No. 2 mine, filed a lawsuit against Wolf Run, Hunter Ridge Holdings, Inc. (“Hunter Ridge”), and the Company in state court in Allegheny County, Pennsylvania on December 28, 2006, and amended its complaint on April 23, 2007. Allegheny claimed that Wolf Run breached a coal supply contract when it declared force majeure under the contract upon idling the Sycamore No. 2 mine in the third quarter of 2006, and that Wolf Run continued to breach the contract by failing to ship in volumes referenced in the contract. The Sycamore No. 2 mine was idled after encountering adverse geologic conditions and abandoned gas wells that were previously unidentified and unmapped. After extensive searching for gas wells and rehabilitation of the mine, it was re-opened in 2007, but with notice to Allegheny that it would necessarily operate at reduced volumes in order to safely and effectively avoid the many gas wells within the reserve. The amended complaint also alleged that the production stoppages constitute a breach of the guarantee agreement by Hunter Ridge and breach of certain representations made upon entering into the contract in early 2005. Allegheny voluntarily dropped the breach of representation claims later. Allegheny claimed that it will incur costs in excess of $100,000 to purchase replacement coal over the life of the contract. The Company, Wolf Run and Hunter Ridge answered the amended complaint on August 13, 2007, disputing all of the remaining claims. On November 3, 2008, the Company, Wolf Run and Hunter Ridge filed an amended answer and counterclaim against the plaintiffs seeking to void the coal supply agreement due to, among other things, fraudulent inducement and conspiracy. On September 23, 2009, Allegheny filed a second amended complaint alleging several alternative theories of liability in its effort to extend contractual liability to the Company, which was not a party to the original contract and did not exist at the time Wolf Run and Allegheny entered into the contract. No new substantive claims were asserted. The Company answered the second amended complaint on October 13, 2009, denying all of the new claims. The Company’s counterclaim was dismissed on motion for summary judgment entered on May 11, 2010. Allegheny’s claims against International Coal Group, Inc. were also dismissed by summary judgment, but the claims against Wolf Run and Hunter Ridge were not. The court conducted a non-jury trial of this matter beginning on January 10, 2011 and concluding on February 1, 2011. At the trial, Allegheny presented its evidence for breach of contract and claimed that it is entitled to past and future damages in the aggregate of between $228,000 and $377,000. Wolf Run and Hunter Ridge presented their defense of the claims, including evidence with respect to the existence of force majeure conditions and excuse under the contract and applicable law. Wolf Run and Hunter Ridge presented evidence that Allegheny’s damages calculations were significantly inflated because it did not seek to determine cover as of the time of the breach and in some instances artificially assumed future non-delivery or did not take into account the apparent requirement to supply coal in the future. On May 2, 2011, the trial court entered a Memorandum and Verdict determining that Wolf Run had breached the coal supply contract and that the performance shortfall was not excused by force majeure. The trial court awarded total damages and interest in the amount of $104,104. The Company expects to pursue motions for reconsideration and other post-verdict motions in the trial court, after which the Company expects to appeal to the Pennsylvania appellate court, if necessary. No appeal bond is necessary while post-verdict motions are pending with the trial court, but an appeal bond equal to the damages assessed many have to be posted in the future. The verdict is not expected to adversely impact the merger transaction with Arch Coal, Inc.
 
Although the verdict provides damages of $104,104, the Company has accrued $40,000 as of March 31, 2011 because the Company believes that it has meritorious factual and legal bases for reversal or revision of substantial


F-15


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
portions of the trial court decision. The ultimate resolution of this matter could result in an outcome which may be materially different than what the Company has accrued.
 
On January 7, 2008, Saratoga Advantage Trust (“Saratoga”) filed a class action lawsuit in the U.S. District Court for the Southern District of West Virginia against the Company and certain of its officers and directors seeking unspecified damages. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on alleged false and misleading statements in the registration statements filed in connection with the Company’s November 2005 reorganization and December 2005 public offering of common stock. In addition, the complaint challenges other of the Company’s public statements regarding its operating condition and safety record. On July 6, 2009, Saratoga filed an amended complaint asserting essentially the same claims but seeking to add an individual co-plaintiff. The Company has filed a motion to dismiss the amended complaint. The Company has not accrued any liability for the claims pending because it believes that it has good factual and legal defenses to the asserted claims and that an estimate of damages, if the Company were to be found liable, cannot be made at this time. The Company intends to vigorously defend the action.
 
On June 11, 2010, the West Virginia Department of Environmental Protection (“WVDEP”) filed suit against ICG Eastern, LLC (“ICG Eastern”) alleging violations of the West Virginia Water Pollution Control/National Pollutant Discharge Elimination System (“WVNPDES”) and Surface Mine Permits for ICG Eastern’s Birch River surface mine. The WVDEP alleges that ICG Eastern has failed to fully comply with the effluent limits for aluminum, manganese, pH, iron and selenium contained in its WVNPDES permit. The complaint further alleges that violations of the WVNPDES permit effluent limits have caused violations of water quality standards for the same parameters in the streams receiving the discharges from this mine. The WVDEP also alleges that violations of the effluent limits in the WVNPDES permits are also violations of the regulations governing surface mining in West Virginia. ICG Eastern and the WVDEP executed a settlement agreement that will require ICG Eastern to pay a monetary penalty of $229 and accept the imposition of a compliance schedule related to selenium and other water quality parameters. The settlement agreement was submitted to the Webster County Circuit Court on December 30, 2010, was made available for public comment by the WVDEP and was thereafter entered by the court on April 18, 2011. The settlement agreement resolves all of the WVDEP’s claims in the suit, with the exception of certain alleged selenium effluent limit violations beginning after April 5, 2010 that are currently the subject of both administrative appeal board and state circuit court stays. The WVDEP has reserved its claims as to these alleged violations for its further consideration. The Company has fully reserved the expected liability for this case.
 
The Sierra Club et al, on March 23, 2011, filed a complaint against ICG Eastern in the United States District Court for the Northern District of West Virginia alleging violations of the Federal Water Pollution Control Act (the “Clean Water Act”) and the Surface Mining Control and Reclamation Act at ICG Eastern’s Birch River surface mine. Specifically, the complaint alleges that ICG Eastern is discharging selenium in concentrations that violate ICG Eastern’s WVNPDES Permit and that the WVDEP has failed to diligently prosecute the violations. ICG Eastern filed a motion to dismiss on April 25, 2011, arguing that the Webster County Circuit Court’s approval of the settlement agreement between it and the WVDEP precludes the action in federal court. The motion to dismiss is pending before the court.
 
The Sierra Club, on December 3, 2010, filed a Notice of Intent (“NOI”) to sue ICG Hazard, LLC (“Hazard”) alleging violations of the Clean Water Act and the Surface Mining Control and Reclamation Act of 1977 at Hazard’s Thunder Ridge surface mine. The NOI, which was supplemented by a revised filing on February 24, 2011, claims that Hazard is discharging selenium and contributing to conductivity levels in the receiving streams in violation of state and federal regulations. The Company disputes that allegation and intends to vigorously defend against any lawsuit that may result.
 
On December 3, 2010, the Kentucky Energy and Environment Cabinet (“Cabinet”) filed suit against ICG Hazard, LLC, ICG Knott County, LLC, ICG East Kentucky, LLC and Powell Mountain Energy, LLC (collectively, “KY Operations”) alleging that the KY Operations failed to comply with the terms and conditions of the Kentucky


F-16


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
Pollutant Discharge Elimination System (“KPDES”) permits issued by the Cabinet’s Division of Water to the KY Operations. Among the claims lodged by the Cabinet were allegations that contract water monitoring laboratories retained by the KY Operations did not adhere to the practices and procedures required for conducting KPDES monitoring, the contract laboratories failed to properly document and maintain records of the monitoring and the KY Operations submitted quarterly Discharge Monitoring Reports that sometimes contained inaccurate, incomplete and erroneous information. The KY Operations and the Cabinet entered a proposed Consent Judgment contemporaneously with the filing of the complaint that, if approved by the Franklin County (KY) Circuit Court, will require the KY Operations to pay a monetary penalty of $350, to prepare and implement a Corrective Action Plan that corrects the deficiencies in the respective KPDES monitoring programs, to identify the responsible corporate officers for each KPDES permit and to provide specific detailed information in support of the Discharge Monitoring Reports to be filed for the fourth quarter 2010 and first quarter 2011. Final resolution of this matter is pending approval by the Court. On February 11, 2011, the Court entered an order allowing certain anti-mining groups to intervene in the action to contest the validity of the Consent Judgment. The hearing on the entry of the Consent Judgment is scheduled to be held on June 14, 2011. The Company has fully reserved the proposed penalty.
 
In addition, from time to time, the Company is involved in legal proceedings arising in the ordinary course of business. These proceedings include assessments of penalties for citations and orders asserted by the Mine Safety and Health Administration and other regulatory agencies, none of which are expected by management to, individually or in the aggregate, have a material adverse effect on the Company. In the opinion of management, the Company has recorded adequate reserves for liabilities arising in the ordinary course and it is management’s belief there is no individual case or group of related cases pending that is likely to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
 
(14)   Related Party Transactions and Balances
 
Under an Advisory Services Agreement dated as of October 1, 2004 between the Company and WLR, WLR has agreed to provide advisory services to the Company (consisting of consulting and advisory services in connection with strategic and financial planning, investment management and administration and other matters relating to the business and operation of the Company of a type customarily provided by sponsors of U.S. private equity firms to companies in which they have substantial investments, including any consulting or advisory services which the Board of Directors reasonably requests). WLR is paid a quarterly fee of $500 and reimbursed for any reasonable out-of-pocket expenses (including expenses of third-party advisors retained by WLR). The agreement is for a period of seven years; however, it may be terminated upon the occurrence of certain events.
 
(15)   Segment Information
 
The Company extracts, processes and markets steam and metallurgical coal from deep and surface mines for sale to electric utilities and industrial customers, primarily in the eastern United States. The Company operates only in the United States with mines in the Central Appalachian, Northern Appalachian and Illinois Basin regions. The Company has three reportable business segments: Central Appalachian, Northern Appalachian and Illinois Basin. The Company’s Central Appalachian operations are located in southern West Virginia, eastern Kentucky and western Virginia and include eight mining complexes. The Company’s Northern Appalachian operations are located in northern West Virginia and Maryland and include four mining complexes. The Company’s Illinois Basin operations include one mining complex. The Company also has an Ancillary category, which includes the Company’s corporate overhead, equipment and parts sales, contract highwall mining services and land activities.


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INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
Reportable segment results from continuing operations for the three months ended March 31, 2011 and 2010 and segment assets as of March 31, 2011 and 2010 were as follows:
 
                                         
    Central
  Northern
  Illinois
       
Three months ended March 31, 2011:   Appalachian   Appalachian   Basin   Ancillary   Consolidated
 
Revenue
  $ 183,393     $ 85,029     $ 27,441     $ 6,126     $ 301,989  
Adjusted EBITDA
    44,326       25,131       7,274       (11,629 )     65,102  
Depreciation, depletion and amortization
    16,681       5,420       2,403       1,152       25,656  
Capital expenditures
    19,060       15,555       4,929       1,664       41,208  
Total assets
    710,065       240,958       72,304       471,682       1,495,009  
 
                                         
    Central
  Northern
  Illinois
       
Three months ended March 31, 2010:   Appalachian   Appalachian   Basin   Ancillary   Consolidated
 
Revenue
  $ 184,765     $ 65,367     $ 26,092     $ 12,370     $ 288,594  
Adjusted EBITDA
    39,436       7,946       4,747       (5,262 )     46,867  
Depreciation, depletion and amortization
    17,552       5,269       2,548       1,028       26,397  
Capital expenditures
    9,538       3,510       3,400       126       16,574  
Total assets
    727,649       188,324       55,918       612,692       1,584,583  
 
Revenue in the Ancillary category consists primarily of $4,897 and $3,499 relating to contract highwall mining activities for the three months ended March 31, 2011 and 2010, respectively, and $7,624 relating to brokered coal sales for the three months ended March 31, 2010. There were no brokered coal sales for the three months ended March 31, 2011. Capital expenditures include non-cash amounts of $25,983 and $13,355 for the three months ended March 31, 2011 and 2010, respectively. Capital expenditures do not include $15,881 and $17,416 paid during the three months ended March 31, 2011 and 2010, respectively, related to capital expenditures accrued in prior periods.
 
Adjusted EBITDA represents earnings before deducting interest, income taxes, depreciation, depletion, amortization, the legal reserve for the Allegheny lawsuit, loss on extinguishment of debt and noncontrolling interest. Adjusted EBITDA is presented because it is an important supplemental measure of the Company’s performance used by the Company’s chief operating decision maker.
 
Reconciliation of net loss attributable to International Coal Group, Inc. to Adjusted EBITDA for the three months ended March 31, 2011 and 2010 is as follows:
 
                 
    Three Months Ended
 
    March 31,  
    2011     2010  
 
Net loss attributable to International Coal Group, Inc. 
  $ (6,318 )   $ (8,852 )
Depreciation, depletion and amortization
    25,656       26,397  
Interest expense, net
    8,110       13,300  
Income tax benefit
    (2,357 )     (5,965 )
Legal reserve for the Allegheny lawsuit
    40,000        
Loss on extinguishment of debt
          21,987  
Noncontrolling interest
    11        
                 
Adjusted EBITDA
  $ 65,102     $ 46,867  
                 


F-18


 

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)
 
(16)   Supplementary Guarantor Information
 
International Coal Group, Inc. (the “Parent Company”) issued its 2012 Convertible Notes in July 2007 and issued its 2018 Senior Notes and 2017 Convertible Notes (together with the 2012 Convertible Notes and the 2018 Senior Notes, the “Notes”) in March 2010.
 
The Parent Company has no independent assets or operations other than those related to the issuance, administration and repayment of the Notes. All subsidiaries of the Parent Company (the “Guarantors”), except for a minor non-guarantor joint venture, have fully and unconditionally guaranteed the Notes on a joint and several basis. The Guarantors are 100% owned, directly or indirectly, by the Parent Company. Accordingly, condensed consolidating financial information for the Parent Company and the Guarantors is not presented.
 
The Notes are senior obligations of the Parent Company and are guaranteed on a senior basis by the Guarantors and rank senior in right of payment to the Parent Company’s and Guarantors’ future subordinated indebtedness. Obligations under the ABL Loan Facility are secured on a first-priority basis and obligations under the 2018 Senior Notes are secured on a second-priority basis by substantially all of the assets of the Parent Company and the Guarantors. As a result, the 2012 Convertible Notes and 2017 Convertible Notes are effectively subordinated to amounts borrowed under the ABL Loan Facility and the 2018 Senior Notes. Other than for corporate-related purposes or interest payments required by the Notes, the ABL Loan Facility restricts the Guarantors’ abilities to make loans or pay dividends to the Parent Company in excess of $25,000 per year (or at all upon an event of default) and restricts the ability of the Parent Company to pay dividends. Therefore, all but $25,000 of the Parent Company’s subsidiaries’ assets are restricted assets.
 
The Parent Company and Guarantors are subject to certain covenants under the indenture for the 2018 Senior Notes. Under these covenants, the Parent Company and Guarantors are, among other things, subject to limitations on the incurrence of additional indebtedness, payment of dividends and the incurrence of liens; however, the indenture contains no restrictions on the ability of the Guarantors to pay dividends or make payments to the Parent Company.
 
The obligations of the Guarantors are limited to the maximum amount permitted under bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law respecting fraudulent conveyance or fraudulent transfer.
 
(17)   Subsequent Events
 
On May 2, 2011, the Company and Arch Coal, Inc. (“Arch”) entered into a definitive Agreement and Plan of Merger (the “Agreement”) under which Arch will acquire all of the outstanding shares of the Company’s Common Stock for $14.60 per share, in an all-cash transaction valued at $3,400,000. The Agreement is subject to customary closing conditions and is expected to close in the second quarter of 2011.


F-19