UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | October 3, 2014 |
JAMES RIVER COAL COMPANY
(Exact Name of Registrant as Specified in Charter)
Virginia |
000-51129 |
54-1602012 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
901 E. Byrd Street, Suite 1600, Richmond, Virginia |
23219 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (804) 780-3000 |
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
As previously reported, on April 7, 2014, James River Coal Company (the “Company”) and its wholly-owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Eastern District of Virginia (Richmond Division) (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered in the Bankruptcy Court under the caption “In re: James River Coal Company, et al. (Case No. 14-31848).”
On October 1, 2014, the Debtors filed their monthly operating report for the period ended August 31, 2014 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
The Monthly Operating Report has been prepared on a consolidated basis for the Debtors. The information furnished in the Monthly Operating Report includes primarily normal recurring adjustments but not all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with U.S. generally accepted accounting principles (“GAAP”).
Additionally, the financial statements are subject to adjustments associated with the completion of the December 31, 2013 audit, including adjustments to the fixed asset values and depreciation and amortization for fixed asset impairments.
The Company is furnishing this Form 8-K pursuant to Item 7.01, “Regulation FD Disclosure.” The information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
FINANCIAL AND OPERATING DATA
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Company cannot predict what the ultimate value of any of its securities may be and it remains too early to determine whether holders of any such securities will receive any distribution in the Debtors’ reorganization. In particular, in most cases under Chapter 11 of the Bankruptcy Code, holders of equity securities receive little or no recovery of value from their investment. The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Bankruptcy Court and is in a format intended to meet the requirements of the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”). The Monthly Operating Report does not include all of the information and footnotes required by GAAP. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s filings pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
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FORWARD-LOOKING STATEMENTS
This current report on Form 8-K and the exhibit hereto contain forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements. Readers are referred to the documents filed by the Company with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished and not filed:
Exhibit No. | Description |
99.1* | Monthly Operating Report for the period ended August 31, 2014, filed with the United States Bankruptcy for the Eastern District of Virginia. |
* Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JAMES RIVER COAL COMPANY
(Registrant)
By: /s/ William B. Murphy
William
B. Murphy
Chief Restructuring Officer
Date: October 3, 2014
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Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
RICHMOND DIVISION
In re James River Coal Company | Case No. (Jointly Administered) | 14-31848 | ||
Reporting Period: | August 31, 2014 | |||
Federal Tax ID# | 54-1602012 | |||
CORPORATE MONTHLY OPERATING REPORT | ||||
REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached | |
Legal Entities and Notes to MOR | X | |||
Schedule of Cash Receipts and Disbursements | MOR-1 | X | ||
Bank Account Information | MOR-1a | X | ||
Copies of bank statements | X | |||
Cash disbursements journals | X | |||
Statements of Operations (Income Statement) | MOR-2 | X | ||
Balance Sheets | MOR-3 | X | ||
Status of Post-Petition Taxes | MOR-4 | X | ||
Copies of IRS Form 6123 or payment receipt | ||||
Copies of tax returns filed during reporting period | ||||
Summary of Unpaid Post-Petition Debts | MOR-4 | X | ||
Listing of Aged Accounts Payable | X | |||
Accounts Receivable Reconciliation and Aging | MOR-5 | X | ||
Taxes Reconciliation and Aging | MOR-5 | X | ||
Schedule of Payments to Professionals | MOR-6 | X | ||
Post Petition Secured Notes Adequate Protection Payments | MOR-6 | X | ||
Debtor Questionnaire | MOR-7 | X |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
Signature of Authorized Individual* | Date | ||
Printed Name of Authorized Individual | |||
Title |
* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
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In re James River Coal Company | Form No. | Legal Entities and Notes to MOR | |
Case No. (Jointly Administered) | 14-31848 | ||
Reporting Period: | August 31, 2014 | ||
Federal Tax ID# | 54-1602012 | ||
Listing of Debtor Entities and Notes to Monthly Operating Report | |||
General: | |||
This report includes activity from the following Debtors and related Case Numbers: | |||
Debtor | Case Number | ||
James River Coal Company | 14-31848 | ||
BDCC Holding Company, Inc. | 14-31850 | ||
Bell County Coal Corporation | 14-31851 | ||
Bledsoe Coal Corporation | 14-31852 | ||
Bledsoe Coal Leasing Company | 14-31853 | ||
Blue Diamond Coal Company | 14-31856 | ||
Buck Branch Resources LLC | 14-31857 | ||
Chafin Branch Coal Company, LLC | 14-31858 | ||
Eolia Resources, Inc. | 14-31860 | ||
Hampden Coal Company, LLC | 14-31861 | ||
International Resource Partners LP | 14-31862 | ||
International Resources Holdings I LLC | 14-31863 | ||
International Resources Holdings II LLC | 14-31864 | ||
International Resources, LLC | 14-31866 | ||
IRP GP Holdco, LLC | 14-31867 | ||
IRP Kentucky LLC | 14-31868 | ||
IRP LP Holdco, Inc. | 14-31869 | ||
IRP WV Corp. | 14-31870 | ||
James River Coal Sales, Inc. | 14-31871 | ||
James River Coal Service Company | 14-31872 | ||
James River Escrow Inc. | 14-31873 | ||
Jellico Mining, LLC | 14-31874 | ||
Johns Creek Coal Company | 14-31875 | ||
Johns Creek Elkhorn Coal Corporation | 14-31876 | ||
Johns Creek Processing Company | 14-31877 | ||
Laurel Mountain Resources LLC | 14-31878 | ||
Leeco, Inc. | 14-31879 | ||
Logan & Kanawha Coal Co., LLC | 14-31880 | ||
McCoy Elkhorn Coal Corporation | 14-31881 | ||
Rockhouse Creek Development, LLC | 14-31882 | ||
Shamrock Coal Company, Incorporated | 14-31883 | ||
Snap Creek Mining, LLC | 14-31884 | ||
Triad Mining, Inc. | 14-31885 | ||
Triad Underground Mining, LLC | 14-31886 | ||
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Notes to the MOR: | |||
On April 7, 2014 (the "Petition Date"), James River Coal Company ("James River"), as a stand-alone entity, and all of its wholly-owned subsidiaries (collectively, the "Debtors") filed voluntary petitions for reorganization (the "Chapter 11 Cases") under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division (the "Bankruptcy Court"). The Chapter 11 Cases are being jointly administered in the Bankruptcy Court under the caption "In re: James River Coal Company, et al. (Case No. 14-31848)." | |||
This Monthly Operating Report ("MOR") has been prepared on a consolidated basis for the Debtors. The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Bankruptcy Court and is in a format intended to meet the requirements for Chapter 11 debtors as required by the United States Trustee for the Eastern District of Virginia Richmond Division (the "U.S. Trustee"). As discussed below, this MOR is not prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and does not include all of the information and footnotes required by GAAP. Therefore, there can be no assurance that the condensed consolidated financial information presented herein is complete, and readers are strongly cautioned not to place undue reliance on the MOR. | |||
The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this report primarily includes normal recurring adjustments but not all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material.
| |||
Additionally, the financial statements are subject to adjustments associated with the completion of the December 31, 2013 audit, including adjustments to the fixed asset values and depreciation and amortization for fixed asset impairments. | |||
The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position and cash flows of the Debtors in the future. | |||
For the reasons discussed above, the Debtors caution readers not to place undue reliance upon information contained in this MOR. For further information, refer to the consolidated financial statements and footnotes included in James River's Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission. | |||
No assurance can be given as to the value, if any, that may be ascribed to the Debtors’ various pre-petition liabilities and other securities. Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities or claims against the Debtors. | |||
Additional information about the Chapter 11 Cases, court filings and claims information is available on the internet at http://dm.epiq11.com/jamesrivercoal | |||
Notes to MOR-1a: | |||
The debtor has, on a timely basis, performed all bank account reconciliations in the ordinary course of business. Due to the level of detailed records, copies of the bank account statements and reconciliations are available for inspection only upon request by the United States Trustee's Office. | |||
Notes to MOR-4 and MOR-5: | |||
For the status of post-petition tax payments, see disclosures as noted on MOR-4. Due to the level of detailed records, (i) copies of IRS Form 6123 or payment receipts; (ii) copies of tax returns filed during the reporting period; and (iii) a taxes aging schedule will be made available only upon request.
| |||
Additionally, the Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available only upon request: (i) summary of unpaid post-petition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging. |
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In re James River Coal Company | Form No. | MOR-1 | |
Case No. (Jointly Administered) | 14-31848 | ||
Reporting Period: | August 31, 2014 | ||
Federal Tax ID# | 54-1602012 | ||
Schedule of Cash Receipts and Disbursements | |||
(Amounts in thousands) | |||
Debtor | Case Number | Receipts | Disbursements |
James River Coal Company | 14-31848 | $ 40,725 | $ 74,513 |
BDCC Holding Company, Inc. | 14-31850 | - | - |
Bell County Coal Corporation | 14-31851 | - | 1,098 |
Bledsoe Coal Corporation | 14-31852 | - | 915 |
Bledsoe Coal Leasing Company | 14-31853 | - | 187 |
Blue Diamond Coal Company | 14-31856 | - | 5,298 |
Buck Branch Resources LLC | 14-31857 | - | - |
Chafin Branch Coal Company, LLC | 14-31858 | - | - |
Eolia Resources, Inc. | 14-31860 | - | - |
Hampden Coal Company, LLC | 14-31861 | - | 1,598 |
International Resource Partners LP | 14-31862 | - | - |
International Resources Holdings I LLC | 14-31863 | - | - |
International Resources Holdings II LLC | 14-31864 | - | - |
International Resources, LLC | 14-31866 | - | - |
IRP GP Holdco, LLC | 14-31867 | - | - |
IRP Kentucky LLC | 14-31868 | - | - |
IRP LP Holdco, Inc. | 14-31869 | - | - |
IRP WV Corp. | 14-31870 | - | - |
James River Coal Sales, Inc. | 14-31871 | - | - |
James River Coal Service Company | 14-31872 | - | 1,246 |
James River Escrow Inc. | 14-31873 | - | - |
Jellico Mining, LLC | 14-31874 | - | - |
Johns Creek Coal Company | 14-31875 | - | 7 |
Johns Creek Elkhorn Coal Corporation | 14-31876 | - | - |
Johns Creek Processing Company | 14-31877 | - | - |
Laurel Mountain Resources LLC | 14-31878 | - | 291 |
Leeco, Inc. | 14-31879 | - | 1,690 |
Logan & Kanawha Coal Co., LLC | 14-31880 | 8,571 | 2,678 |
McCoy Elkhorn Coal Corporation | 14-31881 | - | 415 |
Rockhouse Creek Development, LLC | 14-31882 | - | 1,047 |
Shamrock Coal Company, Incorporated | 14-31883 | - | - |
Snap Creek Mining, LLC | 14-31884 | - | - |
Triad Mining, Inc. | 14-31885 | - | 3,227 |
Triad Underground Mining, LLC | 14-31886 | ||
Total Cash | 49,296 | 94,210 | |
Notes to MOR-1: | |||
Cash Receipts and Disbursements are for the period August 1, 2014 - August 31, 2014. |
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In re James River Coal Company | Form No. | MOR-1 | |||
Case No. (Jointly Administered) | 14-31848 | ||||
Reporting Period: | August 31, 2014 | ||||
Federal Tax ID# | 54-1602012 | ||||
Bank Account Information | |||||
(Amounts in thousands) |
Legal Entity | Case Number | Bank Account Number | Bank Name / Address | Bank Balance | |
James River Coal Company | 14-31870 | 1379 | Wells Fargo | 210 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | 24,630 |
James River Coal Company | 14-31870 | 8090 | Wells Fargo | 209 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
James River Coal Company | 14-31870 | 8087 | Wells Fargo | 211 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
James River Coal Company | 14-31870 | 1232 | Wells Fargo | 212 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
James River Coal Company | 14-31870 | 8427 | Wells Fargo | 213 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
James River Coal Company | 14-31870 | 9220 | Wells Fargo | 214 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Bell County Coal Corp. | 14-31850 | 7224 | First State Financial, Inc. | 1810 Cumberland Ave, Middlesboro, KY. 40965 | 2 |
Bell County Coal Corp. | 14-31850 | 8126 | Wells Fargo | 201 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Bell County Coal Corp. | 14-31850 | 8032 | Wells Fargo | 202 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Bledsoe Coal Corp. | 14-31851 | 3865 | Bank of Harlan | 201 E. Central St, Harlan, KY., 40831 | 1 |
Bledsoe Coal Corp. | 14-31851 | 8058 | Wells Fargo | 203 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Bledsoe Coal Corp. | 14-31851 | 8003 | Wells Fargo | 204 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Bledsoe Coal Leasing Company | 14-31852 | 8074 | Wells Fargo | 205 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Blue Diamond | 14-31853 | 6693 | Wells Fargo | 206 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Blue Diamond Coal Company | 14-31853 | 6716 | Wells Fargo | 207 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Hampden Coal Company | 14-31860 | 0061 | United Bank | 500 Virginia Street, Ste, E., Charleston, WV 25322 | - |
Hampden Coal Company, LLC | 14-31860 | 4376 | Wells Fargo | 208 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
International Resources, LLC | 14-31864 | 9345 | United Bank | 501 Virginia Street, Ste, E., Charleston, WV 25322 | 4,905 |
International Resources, LLC | 14-31864 | 2298 | United Bank | 502 Virginia Street, Ste, E., Charleston, WV 25322 | 274 |
International Resources, LLC | 14-31864 | 7160 | United Bank | 503 Virginia Street, Ste, E., Charleston, WV 25322 | - |
International Resources, LLC | 14-31864 | 7202 | United Bank | 504 Virginia Street, Ste, E., Charleston, WV 25322 | 60 |
James River Coal Service | 14-31872 | 0118 | 1st Trust Bank | 24 Commerce Drive, Hazard, KY 41701 | 6 |
James River Coal Service Company | 14-31872 | 8016 | Wells Fargo | 215 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
James River Coal Service Company | 14-31872 | 8061 | Wells Fargo | 216 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Johns Creek Coal Company | 14-31875 | 8443 | Wells Fargo | 217 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
5 |
Laurel Mountain | 14-31878 | 5139 | 1st Trust Bank | 24 Commerce Drive, Hazard, KY 41701 | 8 |
Laurel Mountain Resources | 14-31878 | 3326 | Wells Fargo | 218 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Leeco, Inc. | 14-31879 | 5737 | Community Trust Bank | 346 North Mayo Trail, Pikeville, KY. 41501 | 45 |
Leeco, Inc. | 14-31879 | 7994 | Wells Fargo | 219 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Logan & Kanawha Coal Co | 14-31880 | 0037 | United Bank | 505 Virginia Street, Ste, E., Charleston, WV 25322 | - |
McCoy Elkhorn Coal Corporation | 14-31881 | 0201 | Community Trust Bank | 347 North Mayo Trail, Pikeville, KY. 41501 | 4 |
McCoy Elkhorn Coal Corporation | 14-31881 | 7981 | Wells Fargo | 220 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
McCoy Elkhorn Coal Corporation | 14-31881 | 8100 | Wells Fargo | 221 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Rockhouse Creek Development | 14-31882 | 2648 | United Bank | 506 Virginia Street, Ste, E., Charleston, WV 25322 | not in use |
Rockhouse Creek Development | 14-31882 | 4384 | Wells Fargo | 222 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Triad Mining, Inc. | 14-31885 | 5757 | Independence Bank | 2425 Frederica St., Owensboro, KY 42301 | 14 |
Triad Mining, Inc. | 14-31885 | 9793 | Independence Bank | 2426 Frederica St., Owensboro, KY 42301 | 20 |
Triad Mining, Inc. | 14-31885 | 9774 | Wells Fargo | 224 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
Triad Mining, Inc. | 14-31885 | 59761 | Wells Fargo | 225 South Jefferson Street, 2nd Floor, Roanoke, VA 24011 | - |
GE Capital Corp and JRCC | UBS | 68,454 | |||
Indemnity National Ins. Co Secured Party FBO JRCC | 8529 | Morgan Stanley | 8,660 | ||
Notes to MOR-1a: | |||||
All amounts listed above are the bank balances as of month end. Copies of bank statements and cash disbursement journals were not included with the MOR, but may be made available only upon request. |
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In re James River Coal Company | Form No. | MOR-2 | ||||||
Case No. (Jointly Administered) | 14-31848 | |||||||
Reporting Period: | August 31, 2014 | |||||||
Federal Tax ID# | 54-1602012 | |||||||
Statements of Operations | ||||||||
For the Month Ended August 31, 2014 | ||||||||
(Amounts in thousands) |
Consolidated James River Coal Company | ||||
Revenues | ||||
Coal sales revenue | $ | 33,115 | ||
Freight and handling revenue | 1,749 | |||
Total revenue | 34,864 | |||
Cost of sales: | ||||
Cost of coal sold | 32,849 | |||
Freight and handling costs | 1,749 | |||
Depreciation, depletion, and amortization | 3,016 | |||
Total cost of sales | 37,614 | |||
Gross profit (loss) | (2,750 | ) | ||
Selling, general and administrative expenses | 3,914 | |||
Reorganization Items | 1,043 | |||
Total operating loss | (7,707 | ) | ||
Interest expense | 1,085 | |||
Interest income | (13 | ) | ||
Miscellaneous loss (income), net | 503,282 | |||
Total other (income) expense, net | 504,354 | |||
Net loss before income taxes | (512,061 | ) | ||
Income tax expense | – | |||
Net loss | $ | (512,061 | ) |
Notes to MOR-2 | ||||||||
(1) | The Company's reorganization items for the month of August 31, 2014 consisted of the following: |
Professional Fees | $ | 3,468 | ||
Write off of debt discount & financing cost | $ | – | ||
Accounts payable settlement gains | $ | (2,425 | ) | |
$ | 1,043 |
Professional fees are only those that are directly related to the reorganization and include fees associated with advisors to debtors, the statutory committee of unsecured creditors and certain secured creditors. |
7 |
In re James River Coal Company | Form No. | MOR-3 | ||||||||
Case No. (Jointly Administered) | 14-31848 | |||||||||
Reporting Period: | August 31, 2014 | |||||||||
Federal Tax ID# | 54-1602012 | |||||||||
Balance Sheets | ||||||||||
August 31, 2014 | ||||||||||
(Amounts in thousands) |
August 31, 2014 | ||||
Assets | (unaudited) | |||
Current assets: | ||||
Cash and cash equivalents | $ | 24,899 | ||
Trade receivables | 38,378 | |||
Inventories: | ||||
Coal | 3,664 | |||
Materials and supplies | 3,991 | |||
Total inventories | 7,655 | |||
Prepaid royalties | 188 | |||
Other current assets | 5,255 | |||
Total current assets | 76,375 | |||
Property, plant, and equipment, net | 30,757 | |||
Restricted cash and short term investments | 77,114 | |||
Other assets | 33,608 | |||
Total assets | $ | 217,854 | ||
Liabilities and Shareholders' Deficit | ||||
Current liabilities: | ||||
Accounts payable | $ | 17,567 | ||
Accrued salaries, wages, and employee benefits | 6,669 | |||
Workers' compensation benefits | 8,876 | |||
Black lung benefits | 2,813 | |||
Accrued taxes | 8,493 | |||
Other current liabilities | 6,494 | |||
Total current liabilities | 50,912 | |||
Long-term debt, less current maturities | 37,928 | |||
Other liabilities: | ||||
Noncurrent portion of workers' compensation benefits | 59,192 | |||
Noncurrent portion of black lung benefits | 64,231 | |||
Pension obligations | 14,699 | |||
Asset retirement obligations | 66,732 | |||
Other | 8,119 | |||
Total other liabilities | 212,973 | |||
Liabilities subject to compromise | 509,114 | |||
Total liabilities | 810,927 | |||
Shareholders' deficit | (593,073 | ) | ||
Total liabilities and shareholders' deficit | $ | 217,854 |
8 |
In re James River Coal Company | Form No. | MOR-3 | ||||||||||
Case No. (Jointly Administered) | 14-31848 | |||||||||||
Reporting Period: | August 31, 2014 | |||||||||||
Federal Tax ID# | 54-1602012 | |||||||||||
Notes to MOR-3: | ||||||||||||
On April 7, 2014, the Company and its 33 wholly-owned subsidiaries entered into that certain Superpriority Debtor-in Possession Credit Agreement (the “DIP Facility”) consisting of a term loan facility in the aggregate principal amount of $110.0 million from a syndicate of lenders, with Cantor Fitzgerald Securities acting as administrative agent and collateral agent. The Company’s initial borrowing under the DIP Facility was made on April 10, 2014 in the amount of $80 million and a subsequent borrowing of $30 million was made on June 13, 2014. The Company has repaid approximately $70.0 million of the outstanding principal on the DIP facility through August, 31, 2014, including amounts associated with the sale of assets to a wholly owned subsidiary of Blackhawk Mining, LLC ("Blackhawk") discussed below. The Borrowings under the DIP Facility have been used to (i) fund the operational and working capital needs of the Debtor, (ii) pay the fees, costs and expenses incurred by the Debtors in connection with their Chapter 11 cases and (iii) pay in full certain pre-petition debt and cash collateralize letters of credit issued under the Debtors’ pre-petition credit agreement. | ||||||||||||
On August 29, 2014, certain of the Debtors' (collectively, the "Sellers") completed the Sale ("the Sale") of certain of the assets of the Company's Hampden, Hazard and Triad mining complexes (the “Assets”) to Blackhawk. The consideration for the Assets was $52.0 million, consisting of (i) $20.0 million in cash paid to the Sellers, (ii) a third lien secured promissory note in the amount of $27.0 million delivered to the Sellers, and (iii) a second lien secured promissory note in the amount of $5.0 million delivered to one of the Sellers’ lessors, in lieu of a cash payment of cure costs under certain leases to be assumed by the Sellers and assigned to Blackhawk in connection with the Sale. The Company has recorded a preliminary loss on the sale of $503 million. | ||||||||||||
As of August 31, 2014, the Company has $24.9 million in cash and cash equivalents and $77.1 million in restricted cash. | ||||||||||||
Liabilities subject to compromise represent unsecured obligations that will be accounted for under a plan. Generally, actions to enforce or otherwise affect payment of pre-petition liabilities are stayed. Accounting Standards Codification (ASC) 852 requires pre-petition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 process, and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, and other events. Liabilities subject to compromise also include certain items that may be assumed under the plan, and, as such, may be subsequently reclassified to liabilities not subject to compromise. | ||||||||||||
The Bankruptcy Court has approved payment of certain pre-petition obligations, including employee wages, salaries and benefits, and the payment of vendors and other providers in the ordinary course for goods and services received after the filing of the Chapter 11 petitions and other business related expenses necessary to maintain the operations of the Debtors' businesses. Obligations associated with these matters are not classified as liabilities subject to compromise. | ||||||||||||
With the approval of the Bankruptcy Court, the Debtors may reject certain pre-petition executory contracts and unexpired leases. Damages resulting from rejection of executory contracts and unexpired leases are generally treated as general unsecured claims and are classified as liabilities subject to compromise. Holders of pre-petition claims are required to file proofs of claims by the “bar date." The general bar date was September 22, 2014, which was the date by which certain claims against the Debtors were to be filed if the claimants wished to receive any distribution in the Chapter 11 Cases. Creditors were notified of the bar date and the requirements to file a proof of claim with the Bankruptcy Court. Differences between liability amounts estimated by the Debtors and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination as to the amount of the allowable claim. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a plan. The Debtors will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. In light of the expected number of creditors, the claims resolutions process may take considerable time to complete. Accordingly, the ultimate amount or treatment of such liabilities is not determinable at this time. | ||||||||||||
On September 24, 2013, the Pension Benefit Guaranty Corporation ("PBGC") announced that it will pay retirement benefits under the Debtors' retirement plan ("the Plan") up to the maximum amount permitted by law. Participants in the Plan will continue to receive benefits from the Plan until the PBGC assumes responsibility for payment of such benefits. |
9 |
In re James River Coal Company | Form No. | MOR-3 | ||||||||
Case No. (Jointly Administered) | 14-31848 | |||||||||
Reporting Period: | August 31, 2014 | |||||||||
Federal Tax ID# | 54-1602012 | |||||||||
Balance Sheets continued | ||||||||||
Liabilities Subject to Compromise | ||||||||||
August 31, 2014 | ||||||||||
(Amounts in thousands) | ||||||||||
Unsecured debt - prepetition | $ 463,606 | |||||||||
Interest payable | 17,049 | |||||||||
Trade payable | 27,346 | |||||||||
Other accrual | 1,113 | |||||||||
$ 509,114 |
Other accrual primarily consist of accrued royalties. |
10 |
In re James River Coal Company | Form No. | MOR-4 | |||
Case No. (Jointly Administered) | 14-31848 | ||||
Reporting Period: | August 31, 2014 | ||||
Federal Tax ID# | 54-1602012 | ||||
Status of Post-Petition Taxes | |||||
For the Month Ended August 31, 2014 | |||||
(Amounts in thousands) | |||||
Beginning Tax Liability | Amount Withheld and/or Accrued | Amount (Paid) Received | Ending Tax Liability | ||
Payroll Taxes - Federal, State | $ 136 | $ 1,101 | $ (1,092) | $ 145 | |
Federal Taxes, excluding Payroll Taxes | |||||
Federal Production Tax | 413 | 511 | (456) | 468 | |
Federal Income Tax | (375) | - | - | (375) | |
Total Federal Taxes excluding Payroll Taxes | 38 | 511 | (456) | 93 | |
State and Local Taxes, excluding Payroll Taxes | |||||
State Production Tax | 998 | 917 | (1,010) | 905 | |
Personal Property Tax | 6,246 | 819 | (6) | 7,059 | |
Sales and Use Tax | 36 | 21 | (22) | 35 | |
Franchise Tax | 39 | 19 | - | 58 | |
Other Taxes | 138 | 60 | - | 198 | |
Total State and Local Taxes, excluding Payroll Taxes | 7,457 | 1,836 | (1,038) | 8,255 | |
Total Taxes | $ 7,632 | $ 3,448 | $ (2,586) | $ 8,493 | |
Notes to MOR-4 | |||||
Tax payments may include certain prepetition payments that were authorized through motions approved by the Bankruptcy Court. |
11 |
In re James River Coal Company | Form No. | MOR-6 | ||||
Case No. (Jointly Administered) | 14-31848 | |||||
Reporting Period: | August 31, 2014 | |||||
Federal Tax ID# | 54-1602012 | |||||
Schedule of Payments to Professionals | ||||||
For the Month Ended August 31, 2014 | ||||||
(Amounts in thousands) | ||||||
Amount Paid | ||||||
Professional | Role | Month | Cumulative From April 7, 2014 | |||
Akin Gump Strauss Hauer and Feld LLP | UCC Counsel | 887 | 1,698 | |||
Blackstone Advisory Partners | DIP Lenders Advisors | 316 | 503 | |||
Byron Advisors, LLC | Chief Restructuring Officer | 120 | 120 | |||
Davis Polk & Wardwell LLP | Bankruptcy and Restructuring Counsel | 1,069 | 3,614 | |||
Deutsche Bank | Investment Banker | - | 2,672 | |||
Dexter Patton, Jr. | UCC Advisor | 9 | 53 | |||
Epiq Systems, Inc. | Bankruptcy & Restructuring Advisors | 52 | 289 | |||
Garden City Group | UCC Advisor | 8 | 8 | |||
GE Capital | Write off Loan Costs | - | 20 | |||
Hunton & Williams LLP | Bankruptcy Local Counsel | 130 | 260 | |||
Intralinks, Inc. | Virtual Data Room | - | 6 | |||
KPMG LLP | Auditors | 145 | 145 | |||
Kutak Rock LLP | Local Counsel for DIP Lender | 20 | 55 | |||
LeClairRyan | Local Counsel for UCC | 71 | 161 | |||
Mercer (US), Inc. | Bankruptcy & Restructuring Advisors | 16 | 93 | |||
Miller Advertising | Notice of Auction | - | 53 | |||
Paul, Weiss, Rifkind, Wharton and Garrison LLP | DIP Lender Counsel | 697 | 966 | |||
Perella Weinberg Partners | Bankruptcy & Restructuring Advisory | 323 | 507 | |||
U.S. Trustee | Bankruptcy Fees | - | 163 | |||
Zolfo Cooper LLC | DIP Lender Advisor | 710 | 769 | |||
Notes to MOR-6: | ||||||
Professional fees do not include payments to professionals or consultants that are paid in the ordinary | ||||||
course of business. |
12 |
In re James River Coal Company | Form No. | MOR-7 | |||
Case No. (Jointly Administered) | 14-31848 | ||||
Reporting Period: | August 31, 2014 | ||||
Federal Tax ID# | 54-1602012 | ||||
Debtor Questionnaire | |||||
For the Month Ended August 31, 2014 |
Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary. | Yes | No | Explanation | |||
1 | Have any assets been sold or transferred outside the normal course of business this reporting period? | ü | On August 29, 2014, certain of the assets of the Company's Hampden, Hazard and Triad Mining complexes were sold to JR Acquisition, LLC, a wholly owned subsidiary of Blackhawk Mining, LLC. | |||
2 | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | ü | ||||
3 | Is the Debtor delinquent in the timely filing of any post-petition tax returns? | ü | ||||
4 | Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? | ü | ||||
5 | Is the Debtor delinquent in paying any insurance premium payment? | ü | ||||
6 | Have any payments been made on pre-petition liabilities this reporting period? | ü | Only per motions approved by the court | |||
7 | Are any post petition receivables (accounts, notes or loans) due from related parties? | ü | Normal course of business | |||
8 | Are any post petition payroll taxes past due? | ü | ||||
9 | Are any post petition State or Federal income taxes past due? | ü | ||||
10 | Are any post petition real estate taxes past due? | ü | ||||
11 | Are any other post petition taxes past due? | ü | ||||
12 | Have any pre-petition taxes been paid during this reporting period? | ü | Only per motions approved by the court | |||
13 | Are any amounts owed to post petition creditors delinquent? | ü | Until the Debtors' are able to monetize their remaining assets sufficient to pay all administrative claims, the Debtors' may be delinquent with respect to amounts owed to post petition creditors. | |||
14 | Are any wage payments past due? | ü | ||||
15 | Have any post petition loans been received by the Debtor from any party? | ü | ||||
16 | Is the Debtor delinquent in paying any U.S. Trustee fees? | ü | ||||
17 | Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? | ü | ||||
18 | Have the owners or shareholders received any compensation outside of the normal course of business? | ü | ||||