frm10_q.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

Form 10-Q
 

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

For the quarterly period ended September 30, 2008

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

For the transition period from                     to                     

Commission File No. 001-32679
 

ICG logo
International Coal Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

 
     
Delaware
 
20-2641185
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
     
300 Corporate Centre Drive
Scott Depot, West Virginia
 
25560
(Address of Principal Executive Offices)
 
(Zip Code)

(304) 760-2400
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 


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   x     No   ¨

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

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes   ¨     No   ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares of the Registrant’s Common Stock, $0.01 par value, outstanding as of November 1, 2008—153,308,845.
 
 

 



TABLE OF CONTENTS
 
 
  
 
  
Page
 
  
  
 
Item 1.
  
  
3
Item 2.
  
  
16
Item 3.
  
  
30
Item 4.
  
  
31
 
  
  
 
Item 1.
  
  
31
Item 1A.
  
  
32
Item 6.
  
  
33
 
2

 



PART I
 
Item 1.
Financial Statements

INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except per share amounts)
 
 
  
September 30,
 2008
   
December 31,
 2007
 
ASSETS
  
         
CURRENT ASSETS:
  
             
Cash and cash equivalents
  
$
62,222
   
$
107,150
 
Accounts receivable, net of allowances of $0 and $539
  
 
118,092
     
83,765
 
Inventories, net
  
 
48,627
     
40,679
 
Deferred income taxes
  
 
8,224
     
5,000
 
Prepaid insurance
  
 
3,862
     
10,618
 
Income taxes receivable
  
 
8,854
     
8,854
 
Prepaid expenses and other
  
 
13,035
     
9,138
 
Total current assets
  
 
262,916
     
265,204
 
                 
PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT, net
  
 
1,044,610
     
974,334
 
DEBT ISSUANCE COSTS, net
  
 
11,531
     
13,466
 
ADVANCE ROYALTIES, net
  
 
12,600
     
14,661
 
GOODWILL
  
 
30,237
     
30,237
 
OTHER NON-CURRENT ASSETS
  
 
5,548
     
5,661
 
Total assets
  
$
1,367,442
   
$
1,303,563
 
 
  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
             
CURRENT LIABILITIES:
  
             
Accounts payable
  
$
74,858
   
$
70,042
 
Current portion of long-term debt
  
 
7,404
     
4,234
 
Current portion of reclamation and mine closure costs
  
 
6,327
     
7,333
 
Current portion of employee benefits
  
 
2,925
     
2,925
 
Accrued expenses and other
  
 
76,347
     
62,723
 
Total current liabilities
  
 
167,861
     
147,257
 
                 
LONG-TERM DEBT
  
 
418,392
     
408,096
 
RECLAMATION AND MINE CLOSURE COSTS
  
 
79,060
     
78,587
 
EMPLOYEE BENEFITS
  
 
62,162
     
55,132
 
DEFERRED INCOME TAXES
  
 
57,494
     
52,355
 
BELOW-MARKET COAL SUPPLY AGREEMENTS
  
 
46,397
     
39,668
 
OTHER NON-CURRENT LIABILITIES
  
 
5,234
     
8,062
 
Total liabilities
  
 
836,600
     
789,157
 
                 
MINORITY INTEREST
  
 
38
     
35
 
                 
COMMITMENTS AND CONTINGENCIES
  
 
—  
     
—  
 
                 
STOCKHOLDERS’ EQUITY:
  
             
Preferred stock – par value $0.01, 200,000,000 shares authorized, none issued
  
 
—  
     
—  
 
Common stockpar value $0.01, 2,000,000,000 shares authorized, 153,298,842 and 152,992,109 shares, respectively, issued and outstanding
  
 
1,533
     
1,530
 
Additional paid-in capital
  
 
643,089
     
639,160
 
Accumulated other comprehensive loss
  
 
(5,702
)
   
(5,903
)
Retained deficit
  
 
(108,116
)
   
(120,416
)
Total stockholders’ equity
  
 
530,804
     
514,371
 
Total liabilities and stockholders’ equity
  
$
1,367,442
   
$
1,303,563
 

See notes to condensed consolidated financial statements.
 
3

 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
 
 
  
Three months ended
 September 30,
   
Nine months ended
 September 30,
 
 
  
2008
   
2007
   
2008
   
2007
 
REVENUES:
  
                             
Coal sales revenues
  
$
282,250
   
$
191,088
   
$
761,963
   
$
592,081
 
Freight and handling revenues
  
 
12,339
     
5,044
     
35,492
     
14,645
 
Other revenues
  
 
14,610
     
11,697
     
41,554
     
37,467
 
Total revenues
  
 
309,199
     
207,829
     
839,009
     
644,193
 
COSTS AND EXPENSES:
  
                             
Cost of coal sales
  
 
240,204
     
188,356
     
666,598
     
557,787
 
Freight and handling costs
  
 
12,339
     
5,044
     
35,492
     
14,645
 
Cost of other revenues
  
 
9,690
     
7,600
     
27,847
     
27,139
 
Depreciation, depletion and amortization
  
 
24,227
     
23,017
     
70,878
     
65,987
 
Selling, general and administrative
  
 
8,396
     
9,026
     
27,051
     
25,868
 
Gain on sale of assets, net
  
 
(6,383
)
   
(35,444
)
   
(32,675
)
   
(37,798
)
Total costs and expenses
  
 
288,473
     
197,599
     
795,191
     
653,628
 
Income (loss) from operations
  
 
20,726
     
10,230
     
43,818
     
(9,435
)
INTEREST AND OTHER INCOME (EXPENSE):
  
                             
Interest expense, net
  
 
(8,837
)
   
(14,434
)
   
(29,019
)
   
(26,635
)
Other, net
  
 
—  
     
429
     
—  
     
1,301
 
Total interest and other income (expense)
  
 
(8,837
)
   
(14,005
)
   
(29,019
)
   
(25,334
)
Income (loss) before income taxes and minority interest
  
 
11,889
     
(3,775
)
   
14,799
     
(34,769
)
INCOME TAX (EXPENSE) BENEFIT
  
 
(2,183
)
   
2,355
     
(2,496
)
   
14,672
 
MINORITY INTEREST
  
 
2
     
137
     
(3
)
   
512
 
Net income (loss)
  
$
9,708
   
$
(1,283
)
 
$
12,300
   
$
(19,585
)
 
  
                             
Earnings per share:
  
                             
Basic
  
$
0.06
   
$
(0.01
)
 
$
0.08
   
$
(0.13
)
Diluted
  
$
0.06
   
$
(0.01
)
 
$
0.08
   
$
(0.13
)
Weighted-average common shares outstanding:
  
                             
Basic
  
 
152,761,955
     
152,413,924
     
152,587,831
     
152,262,828
 
Diluted
  
 
153,025,680
     
152,413,924
     
152,745,474
     
152,262,828
 

See notes to condensed consolidated financial statements.
 
4

 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
 
 
  
Nine months ended
 September 30,
 
 
  
2008
   
2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
  
             
Net income (loss)
  
$
12,300
   
$
(19,585
)
Adjustments to reconcile net income (loss) to net cash from operating activities:
  
             
Depreciation, depletion and amortization
  
 
70,878
     
65,987
 
Amortization of deferred finance costs included in interest expense
  
 
2,123
     
7,579
 
Minority interest
  
 
3
     
(512
)
Compensation expense on restricted stock and options
  
 
3,216
     
3,769
 
Gain on sale of assets, net
  
 
(32,675
)
   
(37,798
)
Deferred income taxes
  
 
2,360
     
(21,029
)
Provision for bad debt
  
 
(522
)
   
503
 
Amortization of accumulated postretirement benefit obligation
  
 
323
     
213
 
Changes in assets and liabilities:
  
             
Accounts receivable
  
 
(33,337
)
   
1,650
 
Inventories
  
 
(7,172
)
   
(4,385
)
Prepaid expenses and other
  
 
3,007
     
15,222
 
Other non-current assets
  
 
1,969
     
(1,346
)
Accounts payable
  
 
5,625
     
2,643
 
Accrued expenses and other
  
 
13,492
     
7,710
 
Reclamation and mine closure costs
  
 
(1,961
)
   
3,181
 
Other liabilities
  
 
4,202
     
5,160
 
Net cash from operating activities
  
 
43,831
     
28,962
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  
             
Proceeds from the sale of assets
  
 
8,688
     
44,992
 
Additions to property, plant, equipment and mine development
  
 
(92,995
)
   
(123,817
)
Cash paid related to acquisitions and net assets acquired
  
 
(603
)
   
(11,773
)
Withdrawals of restricted cash
  
 
18
     
440
 
Net cash from investing activities
  
 
(84,892
)
   
(90,158
)
CASH FLOWS FROM FINANCING ACTIVITIES:
  
             
Borrowings on short-term debt
  
 
—  
     
26,082
 
Repayments on short-term debt
  
 
—  
     
(44,830
)
Borrowings on long-term debt
  
 
—  
     
65,000
 
Repayments on long-term debt
  
 
(3,828
)
   
(67,514
)
Proceeds from senior notes offering
   
—  
     
225,000
 
Proceeds from stock options exercised
   
149
     
—  
 
Debt issuance costs
  
 
(188
)
   
(9,328
)
Net cash from financing activities
  
 
(3,867
)
   
194,410
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
  
 
(44,928
)
   
133,214
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
  
 
107,150
     
18,742
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  
$
62,222
   
$
151,956
 
 
  
             
Supplemental information:
  
             
Cash paid for interest (net of amount capitalized)
  
$
35,859
   
$
21,290
 
Cash received for income taxes, net
  
$
—  
   
$
774
 
Supplemental disclosure of non-cash items:
  
             
Purchases of property, plant, equipment and mine development through accounts payable
  
$
13,481
   
$
2,465
 
Purchases of property, plant, equipment and mine development through financing arrangements
  
$
17,294
   
$
10,971
 
Assets acquired through the assumption of liabilities
  
$
17,464
   
$
1,586
 
Assets acquired through the exchange of property
  
$
22,608
   
$
—  
 

See notes to condensed consolidated financial statements.
 
5

 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(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 September 30, 2008 and for the three and nine months ended September 30, 2008 and 2007, 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, 2007 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, 2007. The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2008.

(2) Summary of Significant Accounting Policies and General

Revenue RecognitionCoal revenues result from sales contracts (long-term coal contracts or purchase orders) with electric utilities, industrial companies or other coal-related organizations, primarily in the eastern United States. Revenue is recognized and recorded at the time of shipment or delivery to the customer, prices are fixed or determinable and the title or risk of loss has passed in accordance with the terms of the sales agreement. Under the typical terms of these agreements, risk of loss transfers to the customers at the mine or port, where coal is loaded to the rail, barge, truck or other transportation source that delivers coal to its destination.

Coal sales revenues also result from the sale of broker coal produced by others. Revenue is recognized and recorded at the time of shipment or delivery to the customer, prices are fixed or determinable and the title or risk of loss has passed in accordance with the terms of the sale agreement. The revenues related to broker coal sales are included in coal sales revenues on a gross basis and the corresponding cost of the coal from the supplier is recorded in cost of coal sales in accordance with Emerging Issues Task Force (“EITF”) 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent.

Fair Value Measurements—In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 clarifies the definition of fair value, establishes a framework for measuring fair value and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS No. 157 did not have a material impact on the Company’s financial position, results of operations or cash flows; however, adoption did result in additional information being included in the footnotes accompanying the Company’s condensed consolidated financial statements. See Note 8.

In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”). FSP 157-2 permits delayed adoption of SFAS 157 for certain non-financial assets and liabilities, which are not recognized at fair value on a recurring basis, until fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. The Company is currently evaluating the effect, if any, the adoption of FSP 157-2 will have on its financial position, results of operations and cash flows.

Fair Value Option—In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115  (“SFAS No. 159”). SFAS No. 159 provides entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. Adoption of SFAS No. 159 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Financial AssetsIn October 2008, the FASB issued FSP 157-3, Determining Fair Value of a Financial Asset in a Market That Is Not Active (“FSP 157-3”). FSP 157-3 clarified the application of SFAS No. 157 in an inactive market. It demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. Adoption of FSP 157-3 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Convertible Debt—In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. To allocate the proceeds from a convertible debt offering in this manner, a company would first need to determine the carrying amount of the liability component, which would be based on the fair value of a similar liability, excluding any embedded conversion options. The resulting debt discount would be amortized over the period during which the debt is expected to be outstanding as additional non-cash interest expense. FSP APB 14-1 is effective for financial statements for fiscal years beginning after December 15, 2008 and would be applied retrospectively for all periods presented. The Company has determined its non-convertible borrowing rate would have been 11.7% at issuance. The Company is currently evaluating the effect the adoption of FSP APB 14-1 will have on its financial position, results of operations and cash flows.

Business Combinations—In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS No. 141(R)”). SFAS No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) will change the accounting treatment for certain specific acquisition-related items including: (i) expensing acquisition-related costs as incurred, (ii) valuing noncontrolling interests at fair value at the acquisition date and (iii) expensing restructuring costs associated with an acquired business. SFAS No. 141(R) also includes a substantial number of new disclosure requirements. SFAS No. 141(R) is to be applied to any business combination for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Upon adoption, SFAS No. 141(R) will impact the accounting for the Company’s future business combinations.
 
6

 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
Noncontrolling Interests—In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS No. 160”). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company’s equity. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of operations, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the effect, if any, the adoption of SFAS No. 160 will have on its financial position, results of operations and cash flows.

Derivative Instruments—In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133  (“SFAS No. 161”). SFAS No. 161 requires additional disclosures for derivative instruments and hedging activities that include how and why an entity uses derivatives, how these instruments and the related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and related interpretations and how derivative instruments and related hedged items affect the entity’s financial position, results of operations and cash flows. SFAS No. 161 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. The Company does not expect the adoption of SFAS No. 161 to have a material impact on its financial position, results of operations or cash flows and it is currently evaluating the effect, if any, adoption will have on the footnotes accompanying its condensed consolidated financial statements.

GAAP Hierarchy—In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS No. 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. SFAS No. 162 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 162 to have a material impact on its financial position, results of operations or cash flows.

Share-Based PaymentsIn June 2008, the FASB issued EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“EITF 03-6-1”). EITF 03-6-1 clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of EITF 03-6-1 to have a material impact on its financial position, results of operations or cash flows.

Financial InstrumentsIn June 2008, the FASB ratified EITF 07-5, Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of EITF 07-5 to have a material impact on its financial position, results of operations or cash flows.

(3) Inventories

Inventories consisted of the following:
 
 
  
September 30,
 2008
   
December 31,
 2007
 
Coal
  
$
21,415
   
$
19,855
 
Parts and supplies
  
 
28,664
     
21,602
 
Reserve for obsolescence–parts and supplies
  
 
(1,452
)
   
(778
)
Total
  
$
48,627
   
$
40,679
 

7

 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)

(4) Property, Plant, Equipment and Mine Development

Property, plant, equipment and mine development are summarized by major classification as follows:
 
 
  
September 30,
 2008
   
December 31,
 2007
 
Coal lands and mineral rights
  
$
586,534
   
$
594,034
 
Plant and equipment
  
 
524,022
     
442,530
 
Mine development
  
 
178,302
     
133,181
 
Land and land improvements
  
 
23,562
     
20,889
 
Coalbed methane well development costs
  
 
14,965
     
14,276
 
 
  
 
1,327,385
     
1,204,910
 
Less–accumulated depreciation, depletion and amortization
  
 
(282,775
)
   
(230,576
)
Net property, plant, equipment and mine development
  
$
1,044,610
   
$
974,334
 

Depreciation, depletion and amortization expense related to property, plant, equipment and mine development for the three months ended September 30, 2008 and 2007 was $25,852 and $26,775, respectively. Depreciation, depletion and amortization expense related to property, plant, equipment and mine development for the nine months ended September 30, 2008 and 2007 was $77,959 and $80,037, respectively.

On June 23, 2008, the Company exchanged certain coal reserves with a third-party. In addition to reserves, the Company received $3,000 in cash. As a result, the Company recognized a pre-tax gain of $24,633 based upon the fair value of the underlying assets received in the exchange, which is included in gain on sale of assets in its statement of operations for the nine months ended September 30, 2008. Additionally, on September 29, 2008, the Company exchanged certain property resulting in the recognition of a $975 pre-tax gain based upon the fair value of the underlying assets given up in the exchange. The gain is included in gain on sale of assets in the Company’s statement of operations for the three and nine months ended September 30, 2008.
 
8


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
(5) Long-term Debt

Long-term debt consisted of the following:
 
 
  
September 30,
 2008
   
December 31,
 2007
 
9.00% Convertible Senior Notes, due 2012
  
$
225,000
   
$
225,000
 
10.25% Senior Notes, due 2014
  
 
175,000
     
175,000
 
Equipment notes
  
 
25,796
     
12,330
 
Total
  
 
425,796
     
412,330
 
Less current portion
  
 
(7,404
)
   
(4,234
)
Long-term debt
  
$
418,392
   
$
408,096
 

Convertible Senior Notes—The Convertible Senior Notes due 2012 (the “Convertible Notes”) bear interest at an annual rate of 9.00%, payable semi-annually in arrears on February 1 and August 1 of each year.

The Convertible Notes became convertible at the option of holders beginning July 1, 2008. The conversion period expired on September 30, 2008 pursuant to the terms of the governing indenture with no holders exercising their conversion rights. The Convertible Notes may become convertible again in the future under certain conditions. Accordingly, the Company will reassess the convertibility on a quarterly basis.

The principal amount of the 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 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 Convertible Notes). The volume weighted-average price of the Company’s stock subsequent to the expiration date of the conversion period was below $6.10 per share. Accordingly, there were no potentially convertible shares at September 30, 2008. The 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 Convertible Notes indenture, the Company may be required to repurchase the 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. As such, in the event of a fundamental change or the aforementioned average pricing thresholds are met, the Company would be required to classify the entire amount outstanding of the Convertible Notes as a current liability in the following quarter. 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.

Pursuant to EITF 90-19, Convertible Bonds with Issuer Option to Settle for Cash upon Conversion, EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock and EITF 01-6, The Meaning of Indexed to a Company’s Own Stock, the Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the Convertible Notes on earnings per share, see Note 9.

Credit Facility—In June 2006, the Company entered into a second amended and restated credit agreement (the “Amended Credit Facility”) consisting of a revolving credit facility which matures on June 23, 2011. In July 2007, the Company further amended the Amended Credit Facility to decrease the maximum borrowings to $100,000, of which a maximum of $80,000 may be used for letters of credit. The amendment, among other things, modified the maximum permitted leverage ratio, the minimum interest coverage ratio and the maximum amount of capital expenditures permitted. Further, the amendment also revised certain interest rate thresholds and unused commitment fee levels under the Amended Credit Facility. As of September 30, 2008, the Company had no borrowings outstanding. Letters of credit totaling $71,551 were outstanding, leaving $28,449 available for future borrowings. Interest on the borrowings under the Amended Credit Facility is payable, at the Company’s option, at either the base rate plus a margin of 1.25% to 2.00% or LIBOR plus a margin of 2.25% to 3.00% based on the Company’s leverage ratio as of September 30, 2008. The Company is in compliance with the covenants under the Amended Credit Facility.

Equipment Notes—The equipment notes, having various maturity dates extending to September 2013, are collateralized by mining equipment. At September 30, 2008, the equipment notes bore interest at fixed rates that ranged from 5.10% to 7.45%.
 
9


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
(6) Income Taxes

The effective income tax rate for the three and nine months ended September 30, 2008 was calculated using an estimated annual effective rate based on projected earnings for the year. The effective income tax rate for the three months ended September 30, 2008 decreased to 18% compared to 62% for the three months ended September 30, 2007 and to 17% for the nine months ended September 30, 2008 from 42% for the nine months ended September 30, 2007. The decreases were primarily a result of the effect of income tax deductions for depletion of mineral rights on projected earnings offset by an increase in other non-deductible expenses and an adjustment to reflect the expected full year 2008 effective income tax rate.

(7) Employee Benefits

The following table details the components of the net periodic benefit cost for postretirement benefits other than pensions for the three and nine months ended September 30, 2008 and 2007.
 
   
Three months ended
 September 30,
   
Nine months ended
 September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Net periodic benefit cost:
                       
Service cost
  $ 651     $ 514     $ 1,955     $ 1,542  
Interest cost
    407       263       1,220       789  
Amortization of net loss
    107       71       322       213  
Benefit cost
  $ 1,165     $ 848     $ 3,497     $ 2,544  

The plan is unfunded, therefore, no contributions were made by the Company for the three and nine months ended September 30, 2008 and 2007.

(8) Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157, which clarifies the definition of fair value, establishes a framework for measuring fair value and expands the disclosures on fair value measurements. SFAS No. 157 applies whenever other statements require or permit assets or liabilities to be measured at fair value. SFAS No. 157 requirements for certain non-financial assets and liabilities have been deferred until the first quarter of 2009 in accordance with FSP 157-2. SFAS No. 157 establishes the following fair value hierarchy that prioritizes the inputs used to measure fair value:
 
 
Level 1 –
 
Unadjusted quoted prices for identical assets or liabilities in active markets.
         
 
Level 2 –
 
Inputs other than Level 1 that are based on observable market data, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs that are observable that are not prices and inputs that are derived from or corroborated by observable markets.
         
 
Level 3 –
 
Developed from unobservable data, reflecting an entity’s own assumptions.

The Company entered into an Interest Rate Collar Agreement (the “Collar”) that expires on March 31, 2009. The interest rate collar was designed as a cash flow hedge to offset the impact of changes in the LIBOR interest rate above 5.92% and below 4.80%. At September 30, 2008, a liability for the fair value of the Collar was included in accrued expenses and other on the Company’s consolidated balance sheet. The value of the interest rate collar is based on a forward LIBOR curve, which is observable at commonly quoted intervals for the full term of the agreement. The Company recognizes the change in the fair value of this agreement in the period of change. For the three and nine months ended September 30, 2008, the Company recorded income of $455 and a loss of $1,044, respectively, related to the change in fair value. The loss is included in interest expense in the Company’s consolidated statement of operations.

The following table presents the fair value hierarchy for financial liabilities measured at fair value on a recurring basis:
 
 
         
Fair Value Measurements Using:
 
Description
 
September 30,
 2008
   
Quoted Prices
 in Active
 Markets for
 Identical
 Assets
 (Level 1)
   
Significant
 Other
 Observable
 Inputs
 (Level 2)
   
Significant
 Unobservable
 Inputs
 (Level 3)
 
Interest Rate Collar Agreement
  $ 1,246     $     $ 1,246     $  

10


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
(9) Earnings Per Share

Basic earnings per share is computed by dividing net income 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 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 and nine months ended September 30, 2008 and 2007 are as follows:

   
Three months ended
 September 30,
   
Nine months ended
 September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Net income (loss)
  $ 9,708     $ (1,283 )   $ 12,300     $ (19,585 )
                                 
Weighted-average common shares outstanding—basic
    152,761,955       152,413,924       152,587,831       152,262,828  
Incremental shares arising from stock options
    172,624             27,249        
Incremental shares arising from restricted shares
    91,101             130,394        
Weighted-average common shares outstanding—diluted
    153,025,680       152,413,924       152,745,474       152,262,828  
                                 
Earnings Per Share:
                               
Basic
  $ 0.06     $ (0.01 )   $ 0.08     $ (0.13 )
Diluted
  $ 0.06     $ (0.01 )   $ 0.08     $ (0.13 )
 
Options to purchase 1,076,552 and 1,105,352 shares of common stock outstanding at September 30, 2008 have been excluded from the computation of diluted net income per share for the three and nine months ended September 30, 2008 because their effect would have been anti-dilutive. Options to purchase 2,026,662 shares of common stock and 574,660 shares of restricted common stock outstanding at September 30, 2007 have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2007 because their effect would have been anti-dilutive.

In July 2007, the Company completed the offering of its Convertible Notes. The principal amount of the 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 volume weighted-average price of the Company’s stock subsequent to the expiration date of the conversion period was below $6.10 per share. Accordingly, there were no potentially dilutive shares at September 30, 2008.

(10) Acquisition

On May 27, 2008, the Company entered into an agreement to purchase the membership interests of Powdul Acquisition LLC. The purchase resulted in the Company acquiring the idle Powell Mountain underground mining operation and related assets. The cost of the acquired entity totaled $18,067 which included cash paid of $450, other related acquisition costs of $153 and total liabilities of $17,464. Total liabilities include current liabilities of $132, asset retirement obligations of $3,522 and a below-market contract valued at $13,810. As a result of the purchase price allocation, the Company recorded current assets of $1,335, mineral interests of $11,007, development costs of $1,922 and property, plant and equipment of $3,803. Certain asset values assigned were based upon management’s estimates and are subject to adjustment upon final determination of the respective fair values. The acquisition would not have had a material impact on the Company’s results of operations had it taken place on January 1, 2008.
 
11


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
(11) Commitments and Contingencies

Guarantees and Financial Instruments with Off-balance Sheet Risk—In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. No liabilities related to these arrangements are reflected in the Company’s condensed consolidated balance sheets. Management does not expect any material losses to result from these guarantees or off-balance sheet financial instruments. The Company has outstanding surety bonds with third parties totaling approximately $116,235 as of September 30, 2008 to secure reclamation and other performance commitments. As of September 30, 2008, the Company has bank letters of credit outstanding of $71,551 under its revolving credit facility.

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 the Company’s 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 believes that it is appropriately insured for these and other potential claims, and it 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 two other actions and has reached an agreement in principle to settle two other claims. These settlements require the release of the Company, the Company’s subsidiaries, W. L. Ross & Co., and Wilbur L. Ross, Jr. Some of the plaintiffs involved in one of the dismissed actions have sought permission from the Supreme Court of Appeals of West Virginia to appeal the settlement, alleging that the settlement negotiated by the decedent’s estate should not have been approved by the trial court. The trial court overruled those plaintiffs’ objections to the settlement, and, although the West Virginia Supreme Court of Appeals refused to stay the effectiveness of the settlement, the plaintiffs’ petition for appeal to the West Virginia Supreme Court of Appeals was recently presented to the court. The court has not yet ruled whether it will accept the petition for appeal or decline to hear the appeal. The Company will vigorously defend itself against the remaining complaints and any appeal of any prior settlements.

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 claims that the Company breached a coal supply contract when it declared force majeure under the contract upon idling the Sycamore No. 2 in the third quarter of 2006. The Sycamore No. 2 mine was idled after encountering adverse geologic conditions and abandoned gas wells that were previously unidentified and unmapped. The amended complaint also alleges 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, a claim that Allegheny has since voluntarily dropped. Allegheny claims 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. The counterclaim alleges further that Allegheny breached a confidentiality agreement with Hunter Ridge, which prohibited the solicitation of its employees. After the coal supply agreement was executed, Allegheny hired the then-president of Anker Coal Group, Inc. (now Hunter Ridge) who engaged in negotiations on behalf of Wolf Run and Hunter Ridge. In addition to seeking a declaratory judgment that the coal supply agreement and guaranty be deemed void and unenforceable and rescission of the contracts, the counterclaim also seeks compensatory and punitive damages.

On April 5, 2007, the City of Ann Arbor Employees’ Retirement System 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, directors and underwriters. The amended complaint asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 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. The Company and the named officers and directors filed a motion to dismiss the amended complaint on September 28, 2007, as did the underwriters, and, on September 30, 2008, the court dismissed the action in its entirety. The plaintiffs did not appeal the dismissal.

On December 6, 2007, the Kentucky Waterways Alliance, Inc., and The Sierra Club sued the U.S. Army Corps of Engineers (the “ACOE”) in the United States District Court for the Western District of Kentucky, Louisville Division, asserting that a permit to construct five valley fills was issued unlawfully to the Company’s Hazard subsidiary for its Thunder Ridge Surface mine. The suit alleges that the ACOE failed to comply with the requirements of both Section 404 of the Clean Water Act and the National Environmental Policy Act. Hazard has intervened in the suit to protect the Company’s interests. The ACOE suspended the Section 404 permit on December 26, 2007 in order to evaluate the issues raised by the plaintiffs. That evaluation is now in progress. If the ACOE reinstates the permit and the Court subsequently finds that the permit is unlawful, production could be materially affected at the Thunder Ridge Surface mine and the process of obtaining ACOE permits for coal mining activities in Kentucky could become more difficult.
 
12


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
On January 7, 2008, Saratoga Advantage Trust 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. 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 the Company’s operating condition and safety record. The Company intends to vigorously defend the action.

In May 2008, seven subsidiaries of the Company reached settlements with the West Virginia Department of Environmental Protection, Division of Water and Waste Management (the “WVDEP”) over past violations of the Clean Water Act related to wastewater discharge permits. In late 2007, the subsidiary companies voluntarily approached the WVDEP in an effort to resolve any past violations and to identify and correct any deficiencies in their routine monitoring and reporting programs. As a result, WVDEP commenced administrative enforcement actions against each of the seven subsidiaries, and after a thorough review of the relevant record and permit terms, the parties agreed to individual consent orders dated May 19, 2008 (Juliana Mining Company, Inc., Vindex Energy Corporation, King Knob Coal Co., Inc., Patriot Mining Company, Inc., ICG Eastern, LLC, Hawthorne Coal Company, Inc. and Wolf Run Mining Company). The consent orders require payment of a penalty that is approximately $437 in the aggregate, each subsidiary to develop and implement a comprehensive reporting plan for its water quality compliance program and develop specific corrective action plans where needed.

On July 3, 2007, Taylor Environmental Advocacy Membership, Inc. (“T.E.A.M.”) filed a petition to appeal the issuance of ICG Tygart Valley, LLC’s (“Tygart Valley”) Surface Mine Permit U-2004-06 against the West Virginia Department of Environmental Protection (the “WVDEP”) in an action before the West Virginia Surface Mine Board (the “Board”). On December 10, 2007, the Board remanded the permit to the WVDEP for revision to certain provisions related to pre-mining water monitoring and cumulative hydrologic impacts. The WVDEP issued a modification on April 1, 2008 addressing those issues. T.E.A.M. filed an appeal of the WVDEP’s approval of the permit modification on April 30, 2008. On October 7, 2008, the Board issued an order remanding the permit to the WVDEP requiring Tygart Valley to address a technical issue related to projected post-mining water quality. Tygart Valley has prepared and submitted a permit modification to alleviate the board’s concerns. All site development will be suspended until the WVDEP has approved the permit modification. If the WVDEP issues the permit as modified, there will be additional opportunity for appeal by T.E.A.M.

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 financial condition, results of operations or cash flows of the Company.

(12) Related Party Transactions and Balances

Under an Advisory Services Agreement dated as of October 1, 2004 between the Company and WL Ross & Co. LLC (“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.

The Company has paid legal fees relating to the representation of WLR and the Company’s Chairman, Mr. Wilbur L. Ross, Jr., by counsel in connection with various litigation matters pending against the Company, WLR and Mr. Ross related to the Sago mine accident. During the three and nine months ended September 30, 2007, the Company recorded expenses totaling approximately $171 and $505, respectively, relating to these matters. The Company did not record any expense in 2008 relating to these matters.

(13) 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 brokered coal functions, corporate overhead, contract highwall mining services and land activities.
 
13


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
Reportable segment results for continuing operations for the three and nine months ended September 30, 2008 and 2007 and segment assets as of September 30, 2008 and 2007 were as follows:

Three months ended September 30, 2008:
 
   
Central
 Appalachian
   
Northern
 Appalachian
   
Illinois
 Basin
   
Ancillary
   
Consolidated
 
Revenue
  $ 207,452     $ 57,589     $ 21,114     $ 23,044     $ 309,199  
Adjusted EBITDA
    36,779       3,796       3,924       454       44,953  
Depreciation, depletion and amortization
    16,004       5,078       1,658       1,487       24,227  
Capital expenditures
    32,741       9,420       2,898       1,270       46,329  
Total assets
    743,324       186,255       35,831       402,032       1,367,442  
Goodwill
                      30,237       30,237  

Three months ended September 30, 2007:
 
   
Central
 Appalachian
   
Northern
 Appalachian
   
Illinois
 Basin
   
Ancillary
   
Consolidated
 
Revenue
  $ 135,623     $ 32,565     $ 17,706     $ 21,935     $ 207,829  
Adjusted EBITDA
    7,391       (8,233 )     3,790       30,728       33,676  
Depreciation, depletion and amortization
    14,917       3,204       1,436       3,460       23,017  
Capital expenditures
    35,405       8,021       688       664       44,778  
Total assets
    811,540       161,306       39,505       498,277       1,510,628  
Goodwill
    169,601                   30,095       199,696  

Revenue in the Ancillary category consists primarily of $12,423 and $11,992 relating to the Company’s brokered coal sales and $5,799 and $5,520 relating to contract highwall mining activities for the three months ended September 30, 2008 and 2007, respectively. Capital expenditures include non-cash amounts of $24,935 for the three months ended September 30, 2008. Capital expenditures do not include $16,673 paid during the three months ended September 30, 2008 related to capital expenditures accrued in prior periods. Capital expenditures do not include $10,240 paid during the three months ended September 30, 2007 related to capital expenditures accrued in prior periods.

Nine months ended September 30, 2008:
 
   
Central
 Appalachian
   
Northern
 Appalachian
   
Illinois
 Basin
   
Ancillary
   
Consolidated
 
Revenue
  $ 536,956     $ 172,923     $ 60,399     $ 68,731     $ 839,009  
Adjusted EBITDA
    98,924       15,321       10,167       (9,716 )     114,696  
Depreciation, depletion and amortization
    47,569       12,639       5,420       5,250       70,878  
Capital expenditures
    71,159       31,074       3,474       4,812       110,519  
Total assets
    743,324       186,255       35,831       402,032       1,367,442  
Goodwill
                      30,237       30,237  

Nine months ended September 30, 2007:

   
Central
 Appalachian
   
Northern
 Appalachian
   
Illinois
 Basin
   
Ancillary
   
Consolidated
 
Revenue
  $ 399,472     $ 96,897     $ 52,537     $ 95,287     $ 644,193  
Adjusted EBITDA
    41,163       (21,772 )     11,217       27,245       57,853  
Depreciation, depletion and amortization
    45,604       7,419       4,625       8,339       65,987  
Capital expenditures
    100,678       31,885       1,627       12,365       146,555  
Total assets
    811,540       161,306       39,505       498,277       1,510,628  
Goodwill
    169,601                   30,095       199,696  
 
Revenue in the Ancillary category consists primarily of $39,513 and $64,147 relating to the Company’s brokered coal sales and $15,577 and $14,790 relating to contract highwall mining activities for the nine months ended September 30, 2008 and 2007, respectively. Capital expenditures include non-cash amounts of $30,775 and $13,436 for the nine months ended September 30, 2008 and 2007, respectively. Capital expenditures do not include $14,290 paid during the nine months ended September 30, 2008 related to capital expenditures accrued in prior periods.
 
14


 



INTERNATIONAL COAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2008
(Dollars in thousands, except per share amounts)
 
Adjusted EBITDA represents earnings before deducting interest expense, income taxes, depreciation, depletion, amortization and minority 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 income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2008 and 2007 is as follows:

   
Three months ended
 September 30,
   
Nine months ended
 September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Net income (loss)
  $ 9,708     $ (1,283 )   $ 12,300     $ (19,585 )
Depreciation, depletion and amortization
    24,227       23,017       70,878       65,987  
Interest expense, net
    8,837       14,434       29,019       26,635  
Income tax expense (benefit)
    2,183       (2,355 )     2,496       (14,672 )
Minority interest
    (2 )       (137 )     3       (512 )
Adjusted EBITDA
  $ 44,953     $ 33,676     $ 114,696     $ 57,853  

(14) Supplementary Guarantor Information

International Coal Group, Inc. (the “Parent Company”) issued $175,000 of Senior Notes due 2014 (the “Notes”) in June 2006 and $225,000 of Convertible Senior Notes due 2012 (the “Convertible Notes”) in July 2007. The Parent Company has no independent assets or operations other than those related to the issuance, administration and repayment of the Notes and the Convertible Notes. All subsidiaries of the Parent Company (the “Guarantors”), except for a minor non-guarantor joint venture, have fully and unconditionally guaranteed the Notes and the Convertible 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 are not presented.

The Notes and the Convertible 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. Amounts borrowed under the Amended Credit Facility are secured by substantially all of the assets of the Parent Company and the Guarantors on a priority basis, so the Notes and Convertible Notes are effectively subordinated to amounts borrowed under the Amended Credit Facility. Other than for corporate related purposes or interest payments required by the Notes or Convertible Notes, the Amended Credit 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.

The Parent Company and Guarantors are subject to certain covenants under the indenture for the Notes. Under these covenants, the Parent Company and Guarantors are 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.
 
15


 


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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and similar terms and phrases, including references to assumptions, in this report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
 
market demand for coal, electricity and steel;
   
availability of qualified workers;
   
future economic or capital market conditions;
   
weather conditions or catastrophic weather-related damage;
   
our production capabilities;
   
consummation of financing, acquisition or disposition transactions and the effect thereof on our business;
   
a significant number of conversions of our Convertible Senior Notes prior to maturity;
   
our plans and objectives for future operations and expansion or consolidation;
   
our relationships with, and other conditions affecting, our customers;
   
availability and costs of key supplies or commodities such as diesel fuel, steel, explosives and tires;
   
availability and costs of capital equipment;
   
prices of fuels which compete with or impact coal usage, such as oil and natural gas;
   
timing of reductions or increases in customer coal inventories;
   
long-term coal supply arrangements;
   
risks in or related to coal mining operations, including risks relating to third-party suppliers and carriers operating at our mines or complexes;
   
unexpected maintenance and equipment failure;
   
environmental, safety and other laws and regulations, including those directly affecting our coal mining and production, and those affecting our customers’ coal usage;
   
ability to obtain and maintain all necessary governmental permits and authorizations;
   
competition among coal and other energy producers in the United States and internationally;
   
railroad, barge, trucking and other transportation availability, performance and costs;
   
employee benefits costs and labor relations issues;
   
replacement of our reserves;
   
our assumptions concerning economically recoverable coal reserve estimates;
   
availability and costs of credit, surety bonds and letters of credit;
   
title defects or loss of leasehold interests in our properties which could result in unanticipated costs or inability to mine these properties;
   
future legislation and changes in regulations or governmental policies or changes in interpretations thereof, including with respect to safety enhancements and environmental initiatives relating to global warming;
   
impairment of the value of our goodwill and long-lived assets;
   
ongoing effects of the Sago mine accident;
   
our liquidity, results of operations and financial condition;
   
adequacy and sufficiency of our internal controls; and
   
legal and administrative proceedings, settlements, investigations and claims and the availability of related insurance coverage.
 
You should keep in mind that any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which we make it. New risks and uncertainties arise from time-to-time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this report after the date of this report, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this report might not occur. When considering these forward-looking statements, you should keep in mind the cautionary statements in this document and in our other SEC filings, including the more detailed discussion of these factors, as well as other factors that could affect our results, contained in Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” as well as in the “Risks Relating to Our Business” section of Item 1A of our 2007 Annual Report on Form 10-K.
 
16


 



RESULTS OF CONTINUING OPERATIONS

Three months ended September 30, 2008 compared to the three months ended September 30, 2007

Revenues, coal sales revenues by segment and tons sold by segment


The following table depicts revenues for the three months ended September 30, 2008 and 2007 for the indicated categories:

   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
   
2008
   
2007
   
$ or Tons
   
%
 
   
(in thousands, except percentages and per ton data)
 
Coal sales revenues
  $ 282,250     $ 191,088     $ 91,162       48 %
Freight and handling revenues
    12,339       5,044       7,295       145 %
Other revenues
    14,610       11,697       2,913       25 %
Total revenues
  $ 309,199     $ 207,829     $ 101,370       49 %
                                 
Tons sold
    4,794       4,518       276       6 %
Coal sales revenue per ton
  $ 58.87     $ 42.29     $ 16.58       39 %
 
The following table depicts coal sales revenues by operating segment for the three months ended September 30, 2008 and 2007:
  
   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
   
2008
   
2007
     $      
%
 
   
(in thousands, except percentages)
 
Central Appalachian
  $ 198,812     $ 133,621     $ 65,191       49 %
Northern Appalachian
    52,531       29,734       22,797       77 %
Illinois Basin
    18,530       15,742       2,788       18 %
Ancillary
    12,377       11,991       386       3 %
Total coal sales revenues
  $ 282,250     $ 191,088     $ 91,162       48 %

The following table depicts tons sold by operating segment for the three months ended September 30, 2008 and 2007:
 
   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
  
 
2008
   
2007
   
Tons
   
%
 
   
(in thousands, except percentages)
 
Central Appalachian
    3,022       2,906       116       4 %
Northern Appalachian
    918       795       123       15 %
Illinois Basin
    619       525       94       18 %
Ancillary
    235       292       (57 )     (20 )%
Total tons sold
    4,794       4,518       276       6 %


Coal sales revenues—Coal sales revenues are derived from sales of produced coal and brokered coal contracts. The increase in coal sales revenues was primarily due to a 39% increase in sales realization per ton resulting from increased spot market and short-term contract sales entered into in order to capitalize on favorable market conditions. Further impacting the increase in coal sales revenue was a 6% increase in tons sold compared to the same period in 2007.

Central Appalachian. Coal sales revenues from our Central Appalachian segment for the three months ended September 30, 2008 increased over the same period in 2007 primarily due to an increase of $19.80 per ton, which was driven by higher average prices of our coal sold pursuant to coal supply agreements and from increased sales of metallurgical coal.

17


 



Northern Appalachian. For the three months ended September 30, 2008, our Northern Appalachian coal sales revenues increased due to an increase in coal sales revenues of $19.82 per ton resulting from higher average prices of coal sold pursuant to coal supply agreements and from an increase in sales of metallurgical coal. Additionally, we experienced an increase in tons sold at certain of our complexes. The increase in tons sold is due to the ramp up of production at the formerly idled Harrison operation, as well as increased production resulting from investments in capital improvements made during preceding periods.

Illinois Basin. The increase in coal sales revenues from our Illinois Basin segment was due to an 18% increase in tons sold resulting from increased short-term contract sales.

Ancillary. Our Ancillary segment’s coal sales revenues are comprised of coal sold under brokered coal contracts. We experienced an $11.59 per ton increase in the price of brokered coal sold due to improved market conditions. This increase was partially offset by a decrease in tons sold due to the expiration of certain brokered coal contracts.

Freight and handling revenues—Freight and handling revenues represent reimbursement of freight and handling costs for certain shipments for which we initially pay the costs and are then reimbursed by the customer. Freight and handling revenues and costs increased primarily due to increased fuel surcharges and transportation rates. Additionally, we have entered into new sales contracts that have increased freight and handling revenues and costs.

Other revenues—The increase in other revenues for the three months ended September 30, 2008 was primarily due to increases in ash disposal income, royalty income and revenue generated from coalbed methane wells owned jointly by our subsidiary CoalQuest and CDX Gas, LLC (“CDX”). Partially offsetting the increase in revenue was a decrease in shop sales revenue from our ADDCAR subsidiary.
 
18


 



Cost and expenses

The following table reflects cost of operations for the three months ended September 30, 2008 and 2007:
 
   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
   
2008
   
2007
   
 $
     
%
 
   
(in thousands, except percentages and per ton data)
 
Cost of coal sales
  $ 240,204     $ 188,356     $ 51,848       28 %
Freight and handling costs
    12,339       5,044       7,295       145 %
Cost of other revenues
    9,690       7,600       2,090       28 %
Depreciation, depletion and amortization
    24,227       23,017       1,210       5 %
Selling, general and administrative expenses
    8,396       9,026       (630 )     (7 )%
Gain on sale of assets
    (6,383 )     (35,444 )     29,061       82 %
Total costs and expenses
  $ 288,473     $ 197,599     $ 90,874       46 %
                                 
Cost of coal sales per ton sold
  $ 50.10     $ 41.69     $ 8.41       20 %
 
The following table depicts cost of coal sales by operating segment for the three months ended September 30, 2008 and 2007:
  
   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
   
2008
   
2007
   
 $
     
%
 
   
(in thousands, except percentages)
 
Central Appalachian
  $ 164,193     $ 125,896     $ 38,297       30 %
Northern Appalachian
    50,494       37,967       12,527       33 %
Illinois Basin
    15,921       12,360       3,561       29 %
Ancillary
    9,596       12,133       (2,537 )     (21 )%
Total cost of coal sales
  $ 240,204     $ 188,356     $ 51,848       28 %


Cost of coal sales—For the three months ended September 30, 2008, our total cost of coal sales increased primarily as a result of a 20% increase in cost per ton, as well as a 6% increase in tons sold as described above.

Central Appalachian. Cost of coal sales from our Central Appalachian segment increased to $54.32 per ton for the three months ended September 30, 2008 from $43.32 per ton for the same period in 2007 primarily as a result of increases in labor and benefit costs and diesel fuel costs. Labor and benefit costs have increased due to a tightening labor market resulting in the need to offer more competitive compensation packages. Diesel fuel costs have increased over 2007 as a result of higher per gallon fuel costs and additional gallons being used. Further impacting the increase in cost of coal sales were increases in repairs and maintenance expense, blasting supplies, roof control supplies, royalties, contract miner costs, severance tax expense and trucking costs.

Northern Appalachian. Our Northern Appalachian segment cost of coal sales per ton increased to $55.00 per ton for the three months ended September 30, 2008 from $47.76 per ton for the same period in 2007 due to increases in labor and benefit costs resulting from a tight labor market requiring competitive compensation packages, diesel fuel costs due to higher per gallon prices, repairs and maintenance expense related to several high-dollar repairs, royalties expense, contract mining and trucking costs.

Illinois Basin. For the three months ended September 30, 2008, our Illinois Basin cost of coal sales increased $2.20 per ton primarily due to an increase in repairs and maintenance costs and roof control supplies. Partially offsetting the increases was a decrease in the cost for certain types of employee insurance coverage.

Ancillary. Cost of coal sales from our Ancillary segment decreased for the three months ended September 30, 2008 primarily due to decreased purchased coal related to the expiration of certain brokered coal contracts.

Cost of other revenues—The increase in cost of other revenues was primarily due to increases in ash disposal transportation costs and gathering fees related to coalbed methane wells owned jointly by our subsidiary, CoalQuest, and CDX.

Depreciation, depletion and amortization—Depreciation, depletion and amortization expense increased for the three months ended September 30, 2008 compared to the same period in 2007. The principal component of the increase was due to decreased amortization income on below-market coal agreements and an increase in depreciation and amortization expense on coal mining property and equipment. The increases were partially offset by a decrease in depreciation of coalbed methane well development costs.

Selling, general and administrative expenses—The decrease in selling, general and administrative expenses for the three months ended September 30, 2008 compared the same period in 2007 was primarily due to a decreases in legal and professional fees and labor and benefit costs. The decrease was partially offset by increases in bad debt expense, sales commissions and computer expenses.

Gain on sale of assets—Gain on sale of assets decreased for the three months ended September 30, 2008 from the comparable period in 2007. The gain for the third quarter of 2008 related primarily to the sale of a used highwall mining system, a real estate exchange and the disposition of other assets. The gain recognized in the comparable period of 2007 was primarily attributable to the sale of the Denmark property.
 
19


 



Adjusted EBITDA by Segment

Adjusted EBITDA represents net income or loss before deducting interest expense, income taxes, depreciation, depletion, amortization and minority interest. Adjusted EBITDA is presented because it is an important supplemental measure of our performance used by our chief operating decision maker in such areas as capital investment and allocation of resources. It is considered “adjusted” as we adjust EBITDA for minority interest. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA is reconciled to its most comparable GAAP measure on page 21 and in the notes to our condensed consolidated financial statements for the three months ended September 30, 2008 appearing elsewhere in this Quarterly Report on Form 10-Q.

The following table depicts segment Adjusted EBITDA for the three months ended September 30, 2008 and 2007:

   
Three months ended
 September 30,
   
Increase
 (Decrease)
 
   
2008
   
2007
   
 $
     
%
 
   
(in thousands, except percentages)
 
Central Appalachian
  $ 36,779     $ 7,391     $ 29,388       398 %
Northern Appalachian
    3,796       (8,233 )       12,029       146 %
Illinois Basin
    3,924       3,790       134       4 %
Ancillary
    454       30,728       (30,274 )     (99 )%
Total Adjusted EBITDA
  $ 44,953     $ 33,676     $ 11,277       33 %


Adjusted EBITDA from our Central Appalachian segment increased for the three months ended September 30, 2008 compared to the three months ended September 30, 2007 due an increase in profit margins of $8.80 per ton and an increase in 116,000 tons sold.

The increase in Adjusted EBITDA from our Northern Appalachian segment for the three months ended September 30, 2008 was due to a combination of an increase in sales realizations of $19.82 per ton, resulting in increased profit margins of $12.57 per ton, as well as an increase of approximately 123,000 tons sold.

Adjusted EBITDA from our Illinois Basin segment increased during the three months ended September 30, 2008 primarily due to increased sales of approximately 94,000 tons. The increase was partially offset by a decrease in profit margins of $2.22 per ton.

The decrease in Adjusted EBITDA from our Ancillary segment was primarily due to the sale of the Denmark property that occurred during the quarter ended September 30, 2007. The decrease was partially offset by an increase in profit margins of $12.31 per ton on brokered coal sales.
 
20


 



Reconciliation of Adjusted EBITDA to Net income (loss) by Segment

The following tables reconcile Adjusted EBITDA to net income (loss) by segment for the three months ended September 30, 2008 and 2007:
  
 
  
Three months ended
 September 30,
   
Increase
 (Decrease)
 
 
  
2008