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HALLADOR ENERGY CO - Quarter Report: 2023 June (Form 10-Q)

hnrg20230630_10q.htm

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

  

FORM 10-Q

 

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

  

 

For the quarterly period ended June 30, 2023

OR

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

  

Commission file number:001-34743

 

 

logo.jpg

 

HALLADOR ENERGY COMPANY

(www.halladorenergy.com)

Colorado

(State of incorporation)

 

84-1014610

(IRS Employer Identification No.)

 

 

 

1183 East Canvasback Drive, Terre Haute, Indiana

(Address of principal executive offices)

 

47802

(Zip Code)

  

Registrant’s telephone number, including area code: 812.299.2800

  

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

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Shares, $.01 par value

 

HNRG

 

Nasdaq

  

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

 

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

 

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

  

Large accelerated filer ☐

 

Accelerated filer ☑

Non-accelerated filer ☐

 

Smaller reporting company ☑

 

 

Emerging growth company ☐

  

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

 

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

 

As of August 7, 2023, we had 33,142,403 shares of common stock outstanding.

 

 

 

TABLE OF CONTENTS 

    

  

PART I - FINANCIAL INFORMATION

1

   

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

1

   

Condensed Consolidated Balance Sheets

1

   

Condensed Consolidated Statements of Operations

2

   

Condensed Consolidated Statements of Cash Flows

3

   

Condensed Consolidated Statements of Stockholders’ Equity

4

   

Notes to Condensed Consolidated Financial Statements

5

   

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

16

   

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

23

   

ITEM 4. CONTROLS AND PROCEDURES

23

   

PART II - OTHER INFORMATION

24

   

ITEM 4. MINE SAFETY DISCLOSURES

24

   
ITEM 5. OTHER INFORMATION 24
   

ITEM 6. EXHIBITS

24

   
SIGNATURES 25

  

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS  

Hallador Energy Company 

Condensed Consolidated Balance Sheets 

(in thousands, except per share data) 

(unaudited) 

  June 30,  

December 31,

 
  

2023

  

2022

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $2,337  $3,009 

Restricted cash

  4,033   3,417 

Accounts receivable

  21,428   29,889 

Inventory

  47,945   49,796 

Parts and supplies

  33,859   28,295 

Contract asset - coal purchase agreement

     19,567 

Prepaid expenses

  3,100   4,546 

Total current assets

  112,702   138,519 

Property, plant and equipment:

        

Land and mineral rights

  115,506   115,595 

Buildings and equipment

  554,271   534,129 

Mine development

  149,747   140,108 

Total property, plant and equipment

  819,524   789,832 

Less - accumulated depreciation, depletion and amortization

  (342,734)  (309,370)

Total property, plant and equipment, net

  476,790   480,462 

Investment in Sunrise Energy

  3,215   3,988 

Other assets

  7,182   7,585 

Total Assets

 $599,889  $630,554 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Current portion of bank debt, net

 $17,638  $33,031 

Accounts payable and accrued liabilities

  70,933   82,972 

Deferred revenue

  41,106   35,485 

Contract liability - power purchase agreement and capacity payment reduction

  48,087   88,114 

Total current liabilities

  177,764   239,602 

Long-term liabilities:

        

Long-term bank debt, excluding current maturities, net

  54,700   49,713 

Convertible note payable

  10,000   10,000 

Convertible notes payable - related party

  9,000   9,000 

Deferred income taxes

  9,036   4,606 

Asset retirement obligations

  17,235   17,254 

Contract liability - power purchase agreement

  65,721   84,096 

Other

  1,551   1,259 

Total long-term liabilities

  167,243   175,928 

Total liabilities

  345,007   415,530 

Commitments and contingencies

          

Stockholders' equity:

        

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

      

Common stock, $.01 par value, 100,000 shares authorized; 33,137 and 32,983 issued and outstanding, as of June 30, 2023 and December 31, 2022, respectively

  332   330 

Additional paid-in capital

  119,678   118,788 

Retained earnings

  134,872   95,906 

Total stockholders’ equity

  254,882   215,024 

Total liabilities and stockholders’ equity

 $599,889  $630,554 

    

See accompanying notes to the condensed consolidated financial statements.

 

Hallador Energy Company 

Condensed Consolidated Statements of Operations

(in thousands, except per share data) 

(unaudited) 

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

SALES AND OPERATING REVENUES:

                               

Coal sales

  $ 88,574     $ 64,161     $ 183,176     $ 121,171  

Electric sales

    71,017           $ 163,409        

Other revenues

    1,603       1,768       2,943       3,665  

Total revenue

    161,194       65,929       349,528       124,836  

EXPENSES:

                               

Operating expenses

    115,420       51,394       248,941       105,995  

Depreciation, depletion and amortization

    17,169       11,164       35,145       20,695  

Asset retirement obligations accretion

    461       250       912       496  

Exploration costs

    305       215       511       272  

General and administrative

    5,595       3,722       12,542       6,871  

Total operating expenses

    138,950       66,745       298,051       134,329  
                                 

INCOME (LOSS) FROM OPERATIONS

    22,244       (816 )     51,477       (9,493 )
                                 

Interest expense (1)

    (3,541 )     (2,337 )     (7,440 )     (4,121 )

Equity method investment (loss) income

    (217 )     188       (148 )     338  

NET INCOME (LOSS) BEFORE INCOME TAXES

    18,486       (2,965 )     43,889       (13,276 )
                                 

INCOME TAX EXPENSE:

                               

Current

    61             493        

Deferred

    1,510       421       4,430       244  

Total income tax expense

    1,571       421       4,923       244  
                                 

NET INCOME (LOSS)

  $ 16,915     $ (3,386 )   $ 38,966     $ (13,520 )
                                 

NET INCOME (LOSS) PER SHARE:

                               

Basic

  $ 0.51     $ (0.11 )   $ 1.18     $ (0.44 )

Diluted

  $ 0.47     $ (0.11 )   $ 1.08     $ (0.44 )
                                 

WEIGHTED AVERAGE SHARES OUTSTANDING

                               

Basic

    33,137       30,809       33,061       30,797  

Diluted

    36,708       30,809       36,696       30,797  
                                 

(1) Interest Expense:

                               

Interest on bank debt

  $ 2,055     $ 1,712     $ 4,310     $ 3,422  

Other interest

    462       58       894       58  

Amortization and swap-related interest:

                               

Payments on interest rate swap, net of changes in value

          (250 )           (867 )

Amortization of debt issuance costs

    1,024       817       2,236       1,508  

Total amortization and swap related interest

    1,024       567       2,236       641  

Total interest expense

  $ 3,541     $ 2,337     $ 7,440     $ 4,121  

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Hallador Energy Company 

Condensed Consolidated Statements of Cash Flows 

(in thousands) 

(unaudited)

   

Six Months Ended June 30,

 
   

2023

   

2022

 

OPERATING ACTIVITIES:

               

Net income (loss)

  $ 38,966     $ (13,520 )

Deferred income taxes

    4,430       244  

Equity income (loss) – Sunrise Energy

    148       (338 )

Cash distribution - Sunrise Energy

    625        

Depreciation, depletion, and amortization

    35,145       20,695  

Loss on sale of assets

    58       (367 )

Change in fair value of interest rate swaps

          (867 )

Amortization of debt issuance costs

    2,236       1,508  

Asset retirement obligations accretion

    912       496  

Cash paid on asset retirement obligation reclamation

    (931 )     (1,184 )

Stock-based compensation

    2,001       108  

Provision for loss on customer contracts

          159  

Amortization of contract asset and contract liabilities

    (22,162 )      

Other

    704       485  

Change in operating assets and liabilities:

               

Accounts receivable

    8,461       (3,571 )

Inventory

    (9,322 )     (6,107 )

Parts and supplies

    (5,564 )     (2,232 )

Prepaid expenses

    282       705  

Accounts payable and accrued liabilities

    (11,867 )     4,065  

Deferred revenue

    121        

Cash provided by operating activities

    44,243       279  

INVESTING ACTIVITIES:

               

Capital expenditures

    (30,610 )     (22,903 )

Proceeds from sale of equipment

    62       758  

Cash used in investing activities

    (30,548 )     (22,145 )

FINANCING ACTIVITIES:

               

Payments on bank debt

    (37,013 )     (14,700 )

Borrowings of bank debt

    26,000       33,700  

Issuance of convertible note

          1,000  

Issuance of related party convertible notes payable

          9,000  

Debt issuance costs

    (1,629 )     (590 )

Taxes paid on vesting of RSUs

    (1,109 )      

Cash (used in) provided by financing activities

    (13,751 )     28,410  

(Decrease) increase in cash, cash equivalents, and restricted cash

    (56 )     6,544  

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

    6,426       5,829  

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

  $ 6,370     $ 12,373  

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

               

Cash and cash equivalents

  $ 2,337     $ 8,882  

Restricted cash

    4,033       3,491  
    $ 6,370     $ 12,373  
                 

SUPPLEMENTAL CASH FLOW INFORMATION:

               

Cash paid for interest

  $ 5,010     $ 4,055  

SUPPLEMENTAL NON-CASH FLOW INFORMATION:

               

Change in capital expenditures included in accounts payable and prepaid expense

  $ 426     $ 2,004  

Debt issuance costs included in accounts payable and accrued liabilities

  $     $ 853  

Convertible notes payable and related party convertible notes payable converted to common stock

  $     $ 10,000  

 

See accompanying notes to the condensed consolidated financial statements.

 

 Hallador Energy Company 

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands) 

(unaudited)

 

                   

Additional

           

Total

 
   

Common Stock Issued

   

Paid-in

   

Retained

   

Stockholders'

 
   

Shares

   

Amount

   

Capital

   

Earnings

   

Equity

 

Balance, March 31, 2023

    33,137     $ 332     $ 118,897     $ 117,957     $ 237,186  

Stock-based compensation

                781             781  

Net income

                      16,915       16,915  

Balance, June 30, 2023

    33,137     $ 332     $ 119,678     $ 134,872     $ 254,882  
                                         

Balance, December 31, 2022

    32,983     $ 330     $ 118,788     $ 95,906     $ 215,024  

Stock-based compensation

                2,001             2,001  

Stock issued on vesting of RSUs

    275       3       (3 )            

Taxes paid on vesting of RSUs

    (121 )     (1 )     (1,108 )           (1,109 )

Net income

                      38,966       38,966  

Balance, June 30, 2023

    33,137     $ 332     $ 119,678     $ 134,872     $ 254,882  

  

                   

Additional

           

Total

 
   

Common Stock Issued

   

Paid-in

   

Retained

   

Stockholders'

 
   

Shares

   

Amount

   

Capital

   

Earnings

   

Equity

 

Balance, March 31, 2022

    30,785     $ 308     $ 104,181     $ 67,667     $ 172,156  

Stock-based compensation

                53             53  

Stock issued on redemption of convertible notes

    232       2       998             1,000  

Stock issued on redemption of related party convertible notes

    1,966       20       8,980             9,000  

Net loss

                      (3,386 )     (3,386 )

Balance, June 30, 2022

    32,983     $ 330     $ 114,212     $ 64,281     $ 178,823  
                                         

Balance, December 31, 2021

    30,785     $ 308     $ 104,126     $ 77,801     $ 182,235  

Stock-based compensation

                108             108  

Stock issued on vesting of RSUs

    232       2       998             1,000  

Taxes paid on vesting of RSUs

    1,966       20       8,980             9,000  

Net loss

                      (13,520 )     (13,520 )

Balance, June 30, 2022

    32,983     $ 330     $ 114,212     $ 64,281     $ 178,823  

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Hallador Energy Company

Notes to Condensed Consolidated Financial Statements

(unaudited) 

 

 

(1)

GENERAL BUSINESS

 

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

 

The results of operations and cash flows for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2023.

 

Our organization and business, the accounting policies we follow, and other information are contained in the notes to our consolidated financial statements filed as part of our 2022 Annual Report on Form 10-K. This quarterly report should be read in conjunction with such Annual Report on Form 10-K.

 

The condensed consolidated financial statements include the accounts of Hallador Energy Company (hereinafter known as “we, us, or our”) and its wholly owned subsidiaries Sunrise Coal, LLC ("Sunrise"), Hallador Power Company, LLC ("Hallador Power"), as well as Sunrise and Hallador Power's wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. 

 

As the result of Hallador Power’s acquisition of the Merom one gigawatt power plant in Sullivan County, Indiana (the “Merom Power Plant”) from Hoosier Energy Rural Electric Cooperative, Inc. (“Hoosier”) on  October 21, 2022 (the “Merom Acquisition”), as further described in Note 14, beginning in the fourth quarter of 2022 we began to strategically view and manage our operations through two reportable segments:  Coal Operations and Electric Operations.  The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are presented as "Corporate and Other and Eliminations" and primarily are comprised of unallocated corporate costs and activities, the elimination of coal sales from coal operations to electric operations, a 50% interest in Sunrise Energy, LLC, a private gas exploration company with operations in Indiana, which we account for using the equity method, and our wholly-owned subsidiary Summit Terminal LLC, a logistics transport facility located on the Ohio River.  Prior periods have been recast to reflect Corporate and Other and Eliminations apart from Coal Operations, which previously were aggregated into a single reportable segment.

 

The Coal Operations reportable segment includes currently operating mining complexes Oaktown 1 and 2 underground mines, Prosperity surface mine, Freelandville surface mine, and Carlisle wash plant.

 

The Electric Operations reportable segment includes electric power generation facilities of the Merom Power Plant.

 

 

(2)

LONG-LIVED ASSET IMPAIRMENTS

 

Long-lived assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable.  For the three and six-month periods ended June 30, 2023 and for the three and six-month periods ended June 30, 2022, no impairment charges were recorded for long-lived assets.

 

(3)

INVENTORY

 

Inventory is valued at a lower of average cost or net realizable value (NRV).  As of June 30, 2023, and December 31, 2022, coal inventory includes NRV adjustments of $3.0 million and $4.9 million, respectively.

 

5

 

(4)

BANK DEBT

 

On March 13, 2023, we executed an amendment to our credit agreement with PNC Bank, National Association (in its capacity as administrative agent, "PNC"), administrative agent for our lenders under our credit agreement, which was accounted for as a debt modification. The primary purpose of the amendment was to convert $35 million of the outstanding balance on the revolver into a new term loan with a maturity of March 31, 2024, and extend the maturity date of the revolver to May 31, 2024. The amendment reduced the total capacity under the revolver to $85 million from $120 million, waived the maximum annual capital expenditure covenant for 2022, and increased the covenant for 2023 to $75 million.

 

On August 2, 2023, we executed an additional amendment to our credit agreement with PNC, which was accounted for as a debt extinguishment. The primary purpose of the amendment was to convert $65 million of the outstanding funded debt into a new term loan with a maturity of March 31, 2026, and enter into a revolver of $75 million with a maturity of July 31, 2026. The amendment increased the maximum annual capital expenditure limit to $100 million.

 

Bank debt was reduced by $11.0 million during the six months ended June 30, 2023.  Under the terms of the August 2, 2023 amendment, bank debt is comprised of term debt ($65.0 million as of June 30, 2023) and a $75 million revolver ($9.2 million borrowed as of June 30, 2023).  The term debt requires payments of $3.3 million each quarter commencing in September 2023, increasing to $6.5 million in March 2024 through maturity. Our debt is recorded at amortized cost, which approximates fair value due to the variable interest rates in the agreement, and is collateralized primarily by our assets.

 

Liquidity

 

Under the terms of the August 2, 2023 amendment, as of June 30, 2023, we had an additional borrowing capacity of $54.6 million and total liquidity of $56.9 million.  Our additional borrowing capacity is net of $11.2 million in outstanding letters of credit as of June 30, 2023, that were required to maintain surety bonds.  Liquidity consists of our additional borrowing capacity and cash and cash equivalents.

 

Fees

 

Unamortized bank fees and other costs incurred in connection with the initial facility and subsequent amendments totaled $2.5 million as of December 31, 2022. Additional costs incurred with the March 13, 2023 amendments totaled $1.6 million.  These costs were deferred and are being amortized over the term of the loan. Unamortized costs as of June 30, 2023, and December 31, 2022, were $1.9 million and $2.5 million, respectively.

 

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

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Current bank debt

 $19,500  $35,500 

Less unamortized debt issuance cost

  (1,862)  (2,469)

Net current portion

 $17,638  $33,031 
         

Long-term bank debt

 $54,700  $49,713 

Less unamortized debt issuance cost

      

Net long-term portion

 $54,700  $49,713 
         

Total bank debt

 $74,200  $85,213 

Less total unamortized debt issuance cost

  (1,862)  (2,469)

Net bank debt

 $72,338  $82,744 

 

6

 

Covenants

 

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

 

Fiscal Periods Ending

 

Ratio

 

June 30, 2023, and each fiscal quarter thereafter

 2.25 to 1.00 

 

As of June 30, 2023, our Leverage Ratio of 0.94 was in compliance with the 2.25 covenant defined in the credit agreement.

 

The credit facility requires a Minimum Debt Service Coverage Ratio (consolidated adjusted EBITDA/annual debt service) calculated as of the end of each fiscal quarter for the trailing twelve months of 1.25 to 1.00 through the maturity of the credit facility. As of June 30, 2023, our Debt Service Coverage Ratio of 3.05 was in compliance with the requirements of the credit agreement.

 

As of June 30, 2023, we were in compliance with all other covenants defined in the credit agreement.

 

Interest Rate

 

The interest rate on the facility ranges from SOFR plus 4.00% to SOFR plus 5.00%, depending on our Leverage Ratio.  As of  June 30, 2023, we are paying SOFR plus 4.25% on the outstanding bank debt.

 

 

(5)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (in thousands)

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 

Accounts payable

  $ 47,518     $ 62,306  

Accrued property taxes

    2,515       1,917  

Accrued payroll

    5,873       5,933  

Workers' compensation reserve

    3,841       3,440  

Group health insurance

    2,400       2,250  

Asset retirement obligation - current portion

    3,580       3,580  

Other

    5,206       3,546  

Total accounts payable and accrued liabilities

  $ 70,933     $ 82,972  

 

 

(6)

REVENUE 

 

Revenue from Contracts with Customers

 

We account for a contract with a customer when the parties have approved the contract and are committed to performing their respective obligations, the rights of each party are identified, payment terms are identified, the contract has commercial substance, and it is probable substantially all of the consideration will be collected. We recognize revenue when we satisfy a performance obligation by transferring control of a good or service to a customer.

 

Coal operations

 

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

 

7

 

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

 

Electric operations

 

The Company concluded that the definition of a contract and the criteria in ASC 606, Revenue from Contracts with Customers ("ASC 606"), is met at the time a Power Purchase Agreement ("PPA") is executed by the parties, as this is the point at which enforceable rights and obligations are established. Accordingly, the Company concluded that a PPA constitutes a valid contract under ASC 606.

 

The Company will recognize revenue daily for the actual capacity made available as part of any stand-ready obligations to provide electricity for contract capacity performance obligations and daily for actual delivered electricity, plus the amortization of the contract liability as a result of the Asset Purchase Agreement with Hoosier, for the delivered energy performance obligation.

 

Disaggregation of Revenue

 

Revenue is disaggregated by primary geographic markets for our coal operations and by revenue source for our electric operations, as we believe this best depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors.

 

Coal operations

 

52% and 52% of our coal revenue for the three and six months ended June 30, 2023, was sold to customers in the State of Indiana, with the remainder sold to customers in Florida, North Carolina, Georgia, and Alabama.  83% and 85% of our coal revenue for the three and six months ended June 30, 2022, respectively, was sold to customers in the State of Indiana, with the remainder sold to customers in Florida.

 

Electric operations

 

100% of our electric revenue for the three and six months ended June 30, 2023, was sold to Hoosier or the Midcontinent Independent System Operator ("MISO") wholesale market.  MISO is the independent system operator managing the flow of high-voltage electricity across 15 U.S. states and the Canadian province of Manitoba.  100% of our electric revenue through May 31, 2023, was sold to Hoosier in the state of Indiana.  32% of our electric revenue for the month of June 2023 was sold to Hoosier.  For the three and six months ended June 30, 2023, revenue from delivered energy was $53.9 million and $130.3 million, respectively.  For the three and six months ended June 30, 2023, revenue from capacity payments was $17.1 million and $33.1 million, respectively.

 

Performance Obligations

 

Coal operations

 

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

 

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

 

We have remaining coal sales performance obligations relating to fixed-priced contracts of approximately $470 million, which represent the average fixed prices on our committed contracts as of June 30, 2023. Approximately 49% of this relates to committed obligations in 2023, with the remainder committed in 2024 and 2025.

 

8

 

We have remaining performance obligations relating to unpriced coal sales contracts of approximately $122 million, which represents our estimate of the expected price on committed contracts as of June 30, 2023. We expect to recognize all of this coal sales revenue beginning in 2024.

 

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

 

Electric operations

 

The Company concluded that each megawatt-hour ("MWh") of delivered energy is capable of being distinct as a customer could benefit from each on its own by using/consuming it as a part of its operations.  The Company also concluded that the stand-ready obligation to be available to provide electricity to Hoosier is capable of being distinct as each unit of capacity provides an economic benefit to the holder and could be sold by the customer.

 

We have remaining delivered energy obligations through 2025 totaling $139 million as of June 30, 2023.

 

In addition to delivered energy, Hallador provides stand-ready obligations to provide electricity, also known as contract capacity.  We have remaining capacity obligations through 2025 totaling $83 million as of June 30, 2023.

 

Contract Balances

 

Under ASC 606, the timing of when a performance obligation is satisfied can affect the presentation of accounts receivable, contract assets, and contract liabilities. The main distinction between accounts receivable and contract assets is whether consideration is conditional on something other than the passage of time. A receivable is an entity’s right to consideration that is unconditional.

 

Under the typical payment terms of our contracts with customers, the customer pays us a base price for the coal, increased or decreased for quality adjustments, electricity, or capacity. Amounts billed and due are recorded as trade accounts receivable and included in accounts receivable in our consolidated balance sheets. As of  January 1, 2022, accounts receivable for coal sales billed to customers was $12.8 million. We do not currently have any contracts in place where we would transfer coal, electricity, or capacity in advance of knowing the final price, and thus do not have any contract assets recorded. Contract liabilities also arise when consideration is received in advance of performance. As of January 1, 2023, deferred revenue for payments related to coal operations in advance of performance was $8.9 million, and deferred revenue for payments related to electric operations in advance of performance was $26.6 million.  Additional payments for electric operations in advance of performance for the three and six months ended June 30, 2023 were $22.3 million and $43.8 million, respectively.  For the three and six months ended  June 30, 2023, we recognized revenue from coal operations of $2.5 million and $5.0 million, respectively, as tons of outstanding coal delivery obligations were fulfilled, and we recognized revenue from electric operations of $17.2 million and $33.1 million, respectively, as outstanding capacity obligations were fulfilled.  Pursuant to the terms of the underlying contracts, performance obligations representing $3.8 million and $24.9 million will be satisfied and recognized as revenue related to our coal operations and electric operations, respectively, during the six-month period ending December 31, 2023.

 

(7)

INCOME TAXES

 

For the six months ended June 30, 2023, and 2022, we recorded income taxes using an estimated annual effective tax rate based upon projected annual income, forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate.  The effective tax rate for the six months ended June 30, 2023, and 2022 was ~11% and ~(2)%, respectively. Historically, our actual effective tax rates have differed from the statutory effective rate primarily due to the benefit received from statutory percentage depletion in excess of tax basis. The deduction for statutory percentage depletion does not necessarily change proportionately to changes in income (loss) before income taxes.

 

(8)

STOCK COMPENSATION PLANS

 

Non-vested grants as of December 31, 2022

  1,056,937 

Awarded - weighted average share price on award date was $9.38

  267,000 

Vested - weighted average share price on vested date was $9.18

  (275,221)

Forfeited

  (10,000)

Non-vested grants as of June 30, 2023

  1,038,716 

 

 

 

9

 

For the three and six months ended June 30, 2023, our stock compensation was $0.8 million and $2.0 million, respectively. For the three and six months ended June 30, 2022, our stock compensation was $0.1 million and $0.1 million, respectively.  

  

Non-vested RSU grants will vest as follows:

 

Vesting Year

 

RSUs Vesting

 

2023

  199,000 

2024

  300,608 

2025

  539,108 
   1,038,716 

 

The outstanding RSUs have a value of $8.9 million based on the June 30, 2023 closing stock price of $8.57.

 

As of June 30, 2023, unrecognized stock compensation expense is $5.5 million, and we had 391,049 RSUs available for future issuance.  RSUs are not allocated earnings and losses as they are considered non-participating securities.

 

 

(9)

LEASES

 

We have operating leases for office space with remaining lease terms ranging from two months to 13 months. As most of the leases do not provide an implicit rate, we calculated the right-of-use assets and lease liabilities using our secured incremental borrowing rate at the lease commencement date. We currently do not have any finance leases outstanding.
 

The following table (in thousands) relates to our operating leases:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Operating lease information:

                

Operating cash outflows from operating leases

 $52  $53  $104  $111 

Weighted average remaining lease term in years

  0.95   1.74   0.95   1.74 

Weighted average discount rate

  6.0%  6.0%  6.0%  6.0%

 

Future minimum lease payments under non-cancellable leases as of June 30, 2023, were as follows:

 

  Amount 
  

(In thousands)

 

2023

 $120 

2024

  9 

Total minimum lease payments

 $129 

Less imputed interest

  (1)
     

Total operating lease liability

 $128 
     

As reflected within the following balance sheet line items:

    

Accounts payable and accrued liabilities

 $120 

Other long-term liabilities

  8 
     

Total operating lease liability

 $128 

 

As of  June 30, 2023 and December 31, 2022, we had approximately $0.1 million and $0.2 million, respectively, of right-of-use operating lease assets recorded within “buildings and equipment” on the condensed consolidated balance sheets.

 

 

(10)

SELF-INSURANCE

 

We self-insure our underground mining equipment. Such equipment is allocated among seven mining units dispersed over ten miles. The historical cost of such equipment was approximately $293 million and $280 million as of June 30, 2023, and December 31, 2022, respectively.

 

Restricted cash of $4.0 million and $3.4 million as of June 30, 2023, and December 31, 2022, respectively, represents cash held and controlled by a third party and is restricted for future workers’ compensation claim payments and cash collateral to provide power in the MISO grid.

 

 

(11)

FAIR VALUE MEASUREMENTS

 

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

 

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

                                                                                 

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

 

Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). We have no Level 3 instruments.

 

 

(12)

EQUITY METHOD INVESTMENTS

 

We own a 50% interest in Sunrise Energy, LLC, which owns gas reserves and gathering equipment and generates revenue from gas sales. Sunrise Energy plans to continue developing and exploring for oil, gas, and coal-bed methane gas reserves on or near our underground coal reserves. The carrying value of the investment included in our condensed consolidated balance sheets as of June 30, 2023, and December 31, 2022, was $3.2 million and $4.0 million, respectively.

 

 

(13)

CONVERTIBLE NOTES

 

On May 2, 2022, and May 20, 2022, we issued senior unsecured convertible notes (the "Notes") to five parties, in the aggregate principal amount of $10 million, with $9 million going to related parties affiliated with independent members of our board of directors and the remainder to a non-affiliated party. The Notes were scheduled to mature on December 29, 2028, and accrue interest at 8% per annum, with interest payable on the date of maturity. Pursuant to the terms of the Notes, the holders of the Notes were entitled to convert the entire principal balance and all accrued and unpaid interest then outstanding during the period beginning June 1, 2022, and ending on May 31, 2027, into shares of the Company Common Stock at a conversion price the greater of (i)$3.33 and (ii) the 30-day trailing volume-weighted average sales price for the Common Stock on the Nasdaq Capital Market ending on and including the date on which the Note was converted.

 

In June 2022, the four holders of the $9 million related party Notes converted them into 1,965,841 shares of common stock of the Company, and the one holder of the $1 million Note converted it into 231,697 shares of common stock pursuant to the terms of the Notes and their related agreements.

 

11

 

On July 29, 2022, we issued $5 million of a senior unsecured convertible note to a related party affiliated with an independent member of our board of directors.  The note carries an interest rate of 8% per annum with a maturity date of December 29, 2028.  For the period August 18, 2022, through August 17, 2024, the holder has the option to convert the notes into shares of the Company's common stock at a conversion price of $6.254.  Beginning August 18, 2025, the Company may elect to redeem the note, and the holder shall be obligated to surrender the note at 100% of the outstanding principal balance, together with any accrued unpaid interest.  Upon receipt of the redemption notice from the Company, the holder may elect to convert the principal balance and accrued interest into the Company's common stock.

 

On August 8, 2022, we issued $4 million of senior unsecured convertible notes to related parties affiliated with independent members of our board of directors.  The notes carry an interest rate of 8% per annum with a maturity date of December 29, 2028.  For the period August 18, 2022, through August 17, 2024, the holder has the option to convert the notes into shares of the Company's common stock at a conversion price of $6.254.  Beginning August 8, 2025, the Company may elect to redeem the note, and the holder shall be obligated to surrender the note at 100% of the outstanding principal balance together with any accrued unpaid interest.  Upon receipt of the redemption notice from the Company, the holder may elect to convert the principal balance and accrued interest into the Company's common stock.

 

On August 12, 2022, we issued a $10 million senior unsecured convertible note to an unrelated party.  The note carries an interest rate of 8% per annum with a maturity date of December 31, 2026.  For the period August 18, 2022, through the maturity date, the holder has the option to convert the notes into shares of the Company's common stock at a conversion price of $6.15.  Beginning August 12, 2025, the Company may elect to redeem the note, and the holder shall be obligated to surrender the note at 100% of the outstanding principal balance together with any accrued unpaid interest.  Upon receipt of the redemption notice from the Company, the holder may elect to convert the principal balance and accrued interest into the Company's common stock.

 

The funds received from the notes described above were used to provide additional working capital to the Company.  Each Conversion Share will consist of one share of our common stock. The conversion price and number of shares of the Company’s Common Stock issuable upon conversion of the notes are subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.

  

 

(14)

MEROM ACQUISITION

 

On February 14, 2022, Hallador Power signed an Asset Purchase Agreement (“APA”) with Hoosier, a rural electric membership corporation organized and existing under the laws of the state of Indiana.

 

Under the APA, Hallador acquired the Merom power plant, along with equipment and machinery in the power plant; materials inventory; a coal purchase agreement; a coal combustion certified coal ash landfill, certain Generation Interconnection Agreements, and coal inventory (collectively, the “Acquired Assets”). Additionally, contemporaneous with entering into the APA, Hallador entered into three other agreements with Hoosier comprised of (1) a Power Purchase Agreement (the "PPA”), (2) a Coal Supply Purchase Agreement (the "Coal Purchase Agreement"), and (3) a Closing Side Letter agreeing to a reduction in future capacity payments of $15.0 million (“Capacity Payment Reduction”).  The purchase price for the Acquired Assets also consists of the assumption of the power plant’s closure and post-closure remediation, valued at approximately $7.2 million; no cash will be paid by Hallador to Hoosier to effectuate the APA other than payments totaling approximately $17.0 million for coal inventory on hand, with an initial payment of $5.4 million and subsequent periodic payments over time, subject to post-close adjustments based on actual on-site inventories. The acquisition closed on October 21, 2022.

 

 

12

 

The acquisition was accounted for as an asset acquisition under ASC 805-50 as substantially all of the fair value of the gross assets acquired are concentrated in a group of similar identifiable assets. As such, the total purchase consideration (which includes $2.9 million of transaction costs) was allocated to the assets acquired on a relative fair value basis.

   

Consideration:

 

(in thousands)

 

Direct transaction costs

 $2,855 

Contract liability - PPA

  184,500 

Contract liability - Capacity payment reduction

  11,000 

Contract asset - Coal purchase agreement

  (34,300)

Coal inventory purchased

  5,400 

Deferred coal inventory payment

  11,600 

Total consideration

 $181,055 

Relative fair value of assets acquired:

    

Plant

 $165,816 

Materials and supplies

  12,009 

Coal inventory

  10,460 

Amount attributable to assets acquired

 $188,285 

Fair value of liabilities assumed:

    

Asset retirement obligations

 $7,230 

Amount attributable to liabilities assumed

 $7,230 

 

 

Operating revenue for the Electric Operations segment is derived from a power purchase agreement signed with Hoosier in conjunction with the Merom Acquisition at fixed prices below market prices on the date we closed the transaction.  The power purchase agreement expires in 2025 and requires us to provide a fixed amount of power over the term of the agreement.  As a result of the below-market contract, we recorded a contract liability at the close of the acquisition totaling $184.5 million that will be amortized over the term of the agreement as the contract is fulfilled.  For the three and six months ended June 30, 2023, we recorded $19.6 million and $52.9 million, respectively, of revenue as a result of amortizing the contract liability resulting in an ending balance as of June 30, 2023, of $113.8 million that is recorded as current and long-term liabilities in our condensed consolidated balance sheets.

 

Operating expenses for the Electric Operations segment include coal purchased under an agreement signed with Hoosier in conjunction with the Merom Acquisition at fixed prices which were below market prices at the date we entered into the agreement.  The coal purchase agreement expired in May 2023 that required us to purchase a fixed amount of coal over the term of the agreement.  As a result of the below-market contract, we recorded a contract asset at the close of the acquisition totaling $34.3 million that was amortized over the term of the agreement as the contract was fulfilled.  For the three and six months ended June 30, 2023, we recorded $13.0 million and $30.7 million in additional operating expenses for coal purchased and used and a reduction of $6.8 million and $11.2 million, respectively, to inventory for coal purchased and unused as a result of amortizing the contract asset, thereby eliminating the remaining balance of the contract asset as of June 30, 2023.

 

13

 
 

(15)

SEGMENTS OF BUSINESS

 

As of June 30, 2023, our operations are divided into two primary reportable segments, the Coal Operations and Electric Operations segments.  The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are presented as "Corporate and Other and Eliminations" and primarily are comprised of unallocated corporate costs and activities, the elimination of coal sales from coal operations to electric operations, a 50% interest in Sunrise Energy, LLC, a private gas exploration company with operations in Indiana, which we account for using the equity method, and our wholly-owned subsidiary Summit Terminal LLC, a logistics transport facility located on the Ohio River.

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 
  

(in thousands)

  

(in thousands)

 

Operating Revenues

                

Coal Operations

 $113,098  $65,323  $208,371  $123,660 

Electric Operations

  71,103   -   163,597   - 

Corporate and Other and Eliminations

  (23,007)  606   (22,440)  1,176 

Consolidated Operating Revenues

 $161,194  $65,929  $349,528  $124,836 
                 

Income (Loss) from Operations

                

Coal Operations

 $26,363  $1,928  $39,451  $(5,518)

Electric Operations

  9,256   -   27,961   - 

Corporate and Other and Eliminations

  (13,375)  (2,744)  (15,935)  (3,975)

Consolidated Income (Loss) from Operations

 $22,244  $(816) $51,477  $(9,493)
                 

Depreciation, Depletion and Amortization

                

Coal Operations

 $12,466  $11,127  $25,741  $20,623 

Electric Operations

  4,675   -   9,350   - 

Corporate and Other and Eliminations

  28   37   54   72 

Consolidated Depreciation, Depletion and Amortization

 $17,169  $11,164  $35,145  $20,695 
                 

Assets

                

Coal Operations

 $387,653  $367,723  $387,653  $367,723 

Electric Operations

  216,665   -   216,665   - 

Corporate and Other and Eliminations

  (4,429)  8,012   (4,429)  8,012 

Consolidated Assets

 $599,889  $375,735  $599,889  $375,735 
                 

Capital Expenditures

                

Coal Operations

 $14,445  $13,821  $27,084  $22,903 

Electric Operations

  2,683   -   3,526   - 

Corporate and Other and Eliminations

  -   -   -   - 

Consolidated Capital Expenditures

 $17,128  $13,821  $30,610  $22,903 

 

14

 
 

(16)

NET INCOME (LOSS) PER SHARE

 

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

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Basic earnings per common share:

                               

Net income (loss) - basic

  $ 16,915     $ (3,386 )   $ 38,966     $ (13,520 )

Weighted average shares outstanding - basic

    33,137       30,809       33,061       30,797  

Basic earnings (loss) per common share

  $ 0.51     $ (0.11 )   $ 1.18     $ (0.44 )
                                 
                                 

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

 
                                 
   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Diluted earnings per common share:

                               

Net income (loss) - basic

  $ 16,915     $ (3,386 )   $ 38,966     $ (13,520 )

Less Loss allocated to RSUs

  $ -     $ 18     $ -     $ 79  

Add: Convertible Notes interest expense, net of tax

    296       -       592       -  

Net income (loss) - diluted

  $ 17,211     $ (3,368 )   $ 39,558     $ (13,441 )
                                 

Weighted average shares outstanding - basic

    33,137       30,809       33,061       30,797  

Add: Dilutive effects of if converted Convertible Notes

    3,224       -       3,163       -  

Add: Dilutive effects of Restricted Stock Units

    347       -       472       -  

Weighted average shares outstanding - diluted

    36,708       30,809       36,696       30,797  
                                 

Diluted net income (loss) per share

  $ 0.47     $ (0.11 )   $ 1.08     $ (0.44 )

 

 

 

(17)

SUBSEQUENT EVENTS

 

On  August 2, 2023, we executed an amendment to our credit agreement with PNC as discussed in Note 4 to these condensed consolidated financial statements.

 

 

15

 
 

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

 

THE FOLLOWING DISCUSSION UPDATES THE MD&A SECTION OF OUR 2022 ANNUAL REPORT ON FORM 10-K AND SHOULD BE READ IN CONJUNCTION THEREWITH.

 

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

 

The highlight of the quarter was our coal segment. Record coal sales prices led to record margins, despite higher production costs. Net income for the quarter was $16.9 million and a record for the first half of the year at $39.0 million. This has enabled us to make great strides toward our goal of deleveraging our balance sheet. Under this lens, Hallador has dramatically improved both the quality of our business, with the addition of Hallador Power last October, and the quality of our balance sheet by reducing our Debt to EBITDA multiple to less than 1X.

 

During Q2, coal production was healthy, allowing us to grow coal inventories at our coal operations by $2.0 million.  Our plan is to ship this additional inventory to Hallador Power enabling us to generate more MWh in the second half of the year than previously planned.  Hallador Power contributed $9.2 million net income during the quarter due to existing energy commitments through May 2023, that were associated with the purchase of the Merom Power Plant.  Starting in June 2023, approximately 80% of the output of the plant became available to sell on the open market.

 

On August 2, 2023, we successfully closed a new credit facility led by PNC Bank that we accounted for as a debt extinguishment.  At closing, our liquidity as of June 30, 2023 improved to $56.9 million.  This new facility is important for multiple reasons, including providing us with additional flexibility to make forward power sales. We are encouraged by the general outlook on future power pricing and our increased liquidity places us in a better position to potentially lock in future profits. 

 

OVERVIEW

 

  I.

 

Q2 2023 Net Income of $16.9 million.

 

  a.    1.7 million tons of coal were shipped at an average sales price of $65.44 during the quarter, with approximately 0.3 million tons of that being shipped to the Merom Power Plant for $23.6 million. 

 

  i.   The sales price for remaining tons to ship for 2023 is expected to average $57.60 per ton.

 

  b.   In Q2 2023, Hallador's coal operating costs were $41.52 per ton, before eliminations, which represents a $2.71 per ton increase from Q1 2023.  Coal operating costs were $42.31 per ton after eliminations.

  

 

c.

 

We reached record margins for the quarter at $23.92 per ton, before eliminations.  This is an improvement of $6.85 per ton over Q1 2023 margins, due to delivering some of our higher price tons in the quarter.  Margins for the quarter were $20.96 after eliminations for coal sold to the Merom Power Plant

 

  II.   Q2 2023 Activity

 

  a.   Cash Flow & Debt

 

  i.   During Q2 2023, our operating cash flow was $18.1 million, and we decreased our bank debt by $1.0 million.

 

  ii.   As of June 30, 2023, our bank debt was $74.2 million, liquidity under the terms of the amended credit agreement was $56.9 million, and our leverage ratio came in at 0.94X, within our covenant of 2.25X.

 

  b.   Coal & Power

 

  i.   Coal Production was 1.7 million tons for the quarter, 0.3 million less than Q1 2023.  Approximately 0.3 million tons of that were shipped to the Merom Power Plant.

 

  ii.   Power production was 1.0 million MWh for the quarter.  None of the coal shipped to the power plant from Sunrise Coal was burned in Q2.

 

 

  III.    Solid Forward Sales Position

  

   

2023 (Q3/Q4)

   

2024

   

2025

 

Coal

                       

Priced tons (in millions)

    4.0       3.4       1.3  

Average price per ton

  $ 57.60     $ 51.40     $ 50.00  

Contracted coal revenue (in millions)

  $ 230.40     $ 174.76     $ 65.00  
                         

Committed & unpriced tons (in millions)

    -       3.0       4.0  

Total contracted tons (in millions)

    4.0       6.4       5.3  
                         

% Coal Sold

    100 %     91 %     76 %
                         

Energy

                       

Contracted MWh (in millions)

    0.8       1.6       1.7  

Contracted price per MWh

  $ 34.00     $ 34.00     $ 34.00  

Contracted MWh revenue (in millions)

  $ 27.20     $ 54.40     $ 57.80  
                         

Capacity

                       

Average monthly capacity accreditation

    846       860       860  

Average monthly contracted capacity

    846       539       300  

Average contracted capacity price per MWd

  $ 185     $ 169     $ 191  

Contracted capacity (in millions)

  $ 28.56     $ 33.25     $ 20.91  
                         

Percent Capacity Sold

    100 %     63 %     35 %
                         

 

  Committed and unpriced tons assume 3.0 million tons will be shipped to the Merom Power Plant in both 2024 and 2025.    

 

  Capacity accreditation in 2024 and 2025 is projected to be 860 MW.    

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

 

I.

 

Liquidity and Capital Resources

 

 

a.

 

As set forth in our condensed consolidated statements of cash flows, cash provided by operations was $44.2 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively.

 

 

i.

 

Operating margins from coal were $69.9 million, before eliminations, during the first six months of 2023, up from $16.0 million during the first six months of 2022.  Operating margins for coal shipped to the Merom Power Plant were $11.7 million and are eliminated in consolidation.

 

 

1.

 

Our operating margins for coal operations were $20.52 per ton, before eliminations, in the first six months of 2023 compared to $5.37 in the first six months of 2022.  Operating margins were $18.83 after eliminations.  Margins are expected to remain elevated for the remainder of 2023.

 

 

2.

 

We shipped 3.4 million tons of coal in the first six months of 2023, with 0.3 million tons of that being shipped to the Merom Power Plant.

 

  ii.   Operating margins for electric were $39.9 million, with $22.2 million attributed to the amortization of the contract asset and liability adjustments related to the Merom Acquisition in Q4 2022.

 

 

b.

 

Our projected capital expenditure budget for the remainder of 2023 is $37 million, of which approximately one-half is anticipated for maintenance capex.

 

 

c.

  We paid down debt of $11.0 million in the first half of 2023. As of June 30, 2023, our bank debt was $74.2 million. On August 2, 2023, we executed an amendment to our credit agreement with PNC Bank, National Association (in its capacity as administrative agent, "PNC"), administrative agent for our lenders under our credit agreement. The primary purpose of the amendment was to increase the term debt to $65 million, enter a revolver of $75 million, and extend the maturity of the debt to 2026.

 

 

d.

  We expect cash from operations generated primarily by our expected higher coal margins in 2023 to fund our capital expenditures and our debt service.

 

 

II.

 

Material Off-Balance Sheet Arrangements

 

 

a.

  Other than our surety bonds for reclamation, we have no material off-balance sheet arrangements. We have recorded the present value of reclamation obligations of $20.7 million, including $7.5 million at Merom, presented as asset retirement obligations (ARO) and accounts payable and accrued liabilities in our accompanying balance sheets. In the event we are not able to perform reclamation, we have surety bonds in place totaling $36.3 million to cover ARO.

 

CAPITAL EXPENDITURES (capex)

 

For the first six months of 2023, capex was $30.6 million allocated as follows (in millions):

 

Oaktown – maintenance capex

  $ 16.2  

Oaktown – investment

    9.2  

Freelandville Mine

    1.2  

Merom Plant

    3.3  

Other

    0.7  

Capex per the Condensed Consolidated Statements of Cash Flows

  $ 30.6  

 

 

 

Results of Operations

 

Presentation of Segment Information (before eliminations)

 

Our operations are divided into two primary reportable segments:  coal operations and electric operations.  The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, are presented as "Corporate and Other and Eliminations" within the Notes to the Consolidated Financial Statements and primarily are comprised of unallocated corporate costs and activities, including a 50% interest in Sunrise Energy, LLC, a private gas exploration company with operations in Indiana, which we account for using the equity method, and our wholly-owned subsidiary Summit Terminal LLC, a logistics transport facility located on the Ohio River.

 

Coal Operations

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 
   

(in thousands)

   

(in thousands)

 

OPERATING REVENUES:

  $ 113,098     $ 65,323     $ 208,371     $ 123,660  
                                 

EXPENSES:

                               

Operating expenses

    71,170       49,816       136,870       104,259  

Depreciation, depletion and amortization

    12,466       11,127       25,741       20,623  

Asset retirement obligations accretion

    305       250       603       496  

Exploration costs

    305       215       511       272  

General and administrative

    2,489       1,987       5,195       3,528  

Total operating expenses

    86,735       63,395       168,920       129,178  
                                 

INCOME (LOSS) FROM OPERATIONS

  $ 26,363     $ 1,928     $ 39,451     $ (5,518 )

 

2023 vs. 2022 (second quarter)

 

Operating revenues from coal operations increased 73% over 2022 due largely to an increase in the average sales price for coal. As a result, higher-priced contracts sold in the summer of 2022 and delivered in Q2 of 2023 increased our average sales price by over $25 per ton from Q2 2022. We also sold 119,000 additional tons over Q2 2022 at higher average prices.  Operating revenues for Q2 2023 include $23.6 million in sales to the Merom plant which are eliminated in the consolidation, but increased the average price per ton of coal sold for the quarter by approximately 3.4%. 

 

Operating expenses, however, increased $9.69 per ton over Q2 2022. The addition of the higher-cost Freelandville and Prosperity surface mines as well as continued significant inflationary pressures, have elevated the costs.

 

Depreciation, depletion, and amortization increased by 12%.  Inflationary pressures have also contributed to the higher capital asset additions over the past couple of years contributing to the increase.

 

General and administrative expenses increased 25% over Q2 2022 due to performance and production bonuses paid and accrued to employees, additional professional fees, and additional IT costs related to enhanced security and compliance activities.

 

 

2023 vs. 2022 (first six months)

 

Operating revenues from coal operations increased 69% over 2022 due largely to an increase in the average sales price for coal. As a result, higher-priced contracts increased our average sales price by over $19 per ton from the first six months of 2022. We also sold 435,000 additional tons over the first six months of 2022 at higher average prices. Operating revenues for the first six months of 2023 include $23.6 million in sales to the Merom plant which are eliminated in the consolidation but increased the average price per ton of coal sold for the first six months by approximately 2.5%. 

 

Operating expenses increased by $4.77 per ton over the first six months of 2022. The addition of the higher-cost Freelandville and Prosperity surface mines as well as continued significant inflationary pressures have elevated the costs.

 

Depreciation, depletion, and amortization increased by 25% as a significant amount of our assets were depreciated and amortized based on production, which increased approximately 18% over the first six months of 2022.  Inflationary pressures have also contributed to the higher capital asset additions over the past couple of years contributing to the increase.

 

General and administrative expenses increased 47% over the first six months of 2022 due to performance, production, and discretionary bonuses paid to employees, additional professional fees related to the 2022 audit, and additional IT costs related to enhanced security and compliance activities.

 

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

 

All Mines

 

3rd 2022

   

4th 2022

   

1st 2023

   

2nd 2023

   

T4Qs

 

Tons produced

    1,663       1,721       2,006       1,723       7,113  

Tons sold

    1,705       1,664       1,693       1,714       6,776  

Coal sales

  $ 83,563     $ 84,641     $ 94,602     $ 112,171     $ 374,977  

Average price/ton

  $ 49.01     $ 50.87     $ 55.88     $ 65.44     $ 55.34  

Wash plant recovery in %

    69 %     68 %     70 %     67 %        

Operating costs

  $ 63,876     $ 67,319     $ 65,700     $ 71,168     $ 268,063  

Average cost/ton

  $ 37.46     $ 40.46     $ 38.81     $ 41.52     $ 39.56  

Margin

  $ 19,687     $ 17,322     $ 28,902     $ 41,003     $ 106,914  

Margin/ton

  $ 11.55     $ 10.41     $ 17.07     $ 23.92     $ 15.78  

Capex

  $ 15,096     $ 12,368     $ 12,639     $ 14,445     $ 54,548  

Maintenance capex

  $ 6,625     $ 5,748     $ 7,778     $ 9,754     $ 29,905  

Maintenance capex/ton

  $ 3.89     $ 3.45     $ 4.59     $ 5.69     $ 4.41  

 

All Mines

 

3rd 2021

   

4th 2021

   

1st 2022

   

2nd 2022

   

T4Qs

 

Tons produced

    1,440       1,447       1,397       1,762       6,046  

Tons sold

    2,042       1,554       1,377       1,595       6,568  

Coal sales

  $ 79,036     $ 64,388     $ 57,010     $ 64,161     $ 264,595  

Average price/ton

  $ 38.71     $ 41.43     $ 41.40     $ 40.23     $ 40.29  

Wash plant recovery in %

    73 %     70 %     67 %     71 %        

Operating costs

  $ 67,694     $ 54,583     $ 54,443     $ 50,776     $ 227,496  

Average cost/ton

  $ 33.15     $ 35.12     $ 39.54     $ 31.83     $ 34.64  

Margin

  $ 11,342     $ 9,805     $ 2,567     $ 13,385     $ 37,099  

Margin/ton

  $ 5.55     $ 6.31     $ 1.86     $ 8.39     $ 5.65  

Capex

  $ 7,238     $ 9,975     $ 9,082     $ 13,821     $ 40,116  

Maintenance capex

  $ 2,324     $ 3,302     $ 4,481     $ 7,600     $ 17,707  

Maintenance capex/ton

  $ 1.14     $ 2.12     $ 3.25     $ 4.76     $ 2.70  

 

 

Electric Operations

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2023

   

2022

   

2023

   

2022

 
   

(in thousands)

   

(in thousands)

 

OPERATING REVENUES:

  $ 71,103     $     $ 163,597     $  
                                 

EXPENSES:

                               

Operating expenses

    55,996             123,678        

Depreciation, depletion and amortization

    4,675             9,350        

Asset retirement obligations accretion

    156             309        

General and administrative

    1,020             2,299        

Total operating expenses

    61,847             135,636        
                                 

INCOME FROM OPERATIONS

  $ 9,256     $     $ 27,961     $

 

 

A comparative discussion is not relevant as the Electric Operations did not begin until the Merom Acquisition was completed in October 2022.

 

Operating revenue is derived from a power purchase agreement signed with Hoosier in conjunction with the Merom Acquisition at fixed prices below market prices at the date we closed the transaction.  The power purchase agreement expires in 2025 and requires us to provide a fixed amount of power over the term of the agreement.  As a result of the below-market contract, we recorded a contract liability at the close of the acquisition totaling $184.5 million that will be amortized over the term of the agreement as the contract is fulfilled.  For the quarter ended three and six months ended June 30, 2023, we recorded $19.6 million and $52.9 million, respectively, of revenue as a result of amortizing the contract liability.

 

Operating expenses include coal purchased under an agreement signed with Hoosier in conjunction with the Merom acquisition at fixed prices which were below market prices at the date we entered into the agreement.  The coal purchase agreement expired in May 2023 that required us to purchase a fixed amount of coal over the term of the agreement.  As a result of the below-market contract, we recorded a contract asset at the close of the acquisition totaling $34.3 million that was amortized over the term of the agreement as the contract was fulfilled.  For the three and six months ended June 30, 2023, we recorded $13.0 million and $30.7 million in additional operating expenses for coal purchased and used and a reduction of $6.8 million and $11.2 million, respectively, to inventory for coal purchased and unused as a result of amortizing the contract asset, thereby eliminating the remaining balance of the contract asset as of June 30, 2023.

 

 

Quarterly electric sales and cost data (in thousands, except per MWh data) are provided below.  Fixed costs in the table are considered "non-GAAP" and are a component of operating expenses, the most comparable GAAP measure. We consider fixed costs to be costs associated with the plant whether or not the plant is in operation.

 

   

1st 2023

   

2nd 2023

   

2023

 

MWh sold

    1,262       1,043       2,305  

Capacity revenue

  $ 15,970     $ 17,155     $ 33,125  

Delivered energy and PPA revenue

    76,422       53,862       130,284  

Total electric sales

    92,392       71,017       163,409  

Less amortization of contract liability

    (33,347 )     (19,555 )     (52,902 )

Total electric sales less amortization of contract liability

  $ 59,045     $ 51,462     $ 110,507  

Average price/MWh of delivered energy and PPA revenue less amortization of contract liability

  $ 34.13     $ 32.89     $ 33.57  
                         

Operating expenses

  $ 67,682     $ 55,996     $ 123,678  

Less fixed costs

    (12,807 )     (11,693 )     (24,500 )

Less amortization of contract asset

    (17,778 )     (12,962 )     (30,740 )

Operating expenses less fixed costs and amortization of contract asset

  $ 37,097     $ 31,341     $ 68,438  

Average variable cost/MWh of operating expenses less fixed costs and amortization of contract asset

  $ 29.40     $ 30.05     $ 29.69  
                         

Energy and PPA margin less fixed costs and amortization of contract asset and liabilities

  $ 5,978     $ 2,966     $ 8,944  

Energy & PPA margin/MWh less fixed costs amortization of contract asset and liabilities

  $ 4.74     $ 2.84     $ 3.88  

 

Presentation of Consolidated Information

 

EARNINGS (LOSS) PER SHARE

 

   

3rd 2022

   

4th 2022

   

1st 2023

   

2nd 2023

 

Basic

  $ 0.05     $ 0.91     $ 0.67     $ 0.51  

Diluted

  $ 0.05     $ 0.83     $ 0.61     $ 0.47  

 

   

3rd 2021

   

4th 2021

   

1st 2022

   

2nd 2022

 

Basic

  $ 0.26     $ (0.25 )   $ (0.33 )   $ (0.11 )

Diluted

  $ 0.26     $ (0.25 )   $ (0.33 )   $ (0.11 )

 

 

 

INCOME TAXES

 

Our effective tax rate (ETR) is estimated at ~11% and ~(2)% for the six months ended June 30, 2023, and 2022, respectively.  For the six months ended June 30, 2023, and 2022, we recorded income taxes using an estimated annual effective tax rate based upon projected annual income, forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate. Our ETR differs from the statutory rate due primarily to statutory depletion in excess of tax basis and changes in the valuation allowance. The deduction for statutory percentage depletion does not necessarily change proportionately to changes in income (loss) before income taxes.

 

RESTRICTED STOCK GRANTS

 

See “Item 1. Financial Statements - Note 8. Stock Compensation Plans” for a discussion of RSUs.

 

CRITICAL ACCOUNTING ESTIMATES

 

We believe that the estimates of our coal reserves, our asset retirement obligation liabilities, our deferred tax accounts, our valuation of inventory, our treatment of business combinations, and the estimates used in our impairment analysis are our critical accounting estimates.

 

The reserve estimates are used in the depreciation, depletion, and amortization calculations and our internal cash flow projections. If these estimates turn out to be materially under or over-stated, our depreciation, depletion and amortization expense, and impairment test may be affected.  The process of estimating reserves is complex, requiring significant judgment in the evaluation of all available geological, geophysical, engineering, and economic data.  The reserve estimates are prepared by professional engineers, both internal and external, and are subject to change over time as more data becomes available.  Changes in the reserves estimates from the prior year were nominal. 

 

We have analyzed our filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We identified our federal tax return and our Indiana state tax return as “major” tax jurisdictions. We believe that our income tax filing positions and deductions would be sustained on audit and do not anticipate any adjustments that will result in a material change to our consolidated financial position.  We have not taken any significant uncertain tax positions, and our tax provisions and returns are prepared by a large public accounting firm with significant experience in energy-related industries.  Changes to the estimates from reported amounts in the prior year were not significant.

 

Inventory is valued at a lower of cost or net realizable value (NRV).  Anticipated utilization of low-sulfur, higher-cost coal from our Ace in the Hole, Freelandville, and Prosperity mines has the potential to create NRV adjustments as our estimated needs change.  The NRV adjustments are subject to change as our costs may fluctuate due to higher or lower production, and our NRV may fluctuate based on sales contracts we enter into from time to time.  There were no significant changes to our NRV adjustment estimates from the prior year.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

No material changes from the disclosure in our 2022 Annual Report on Form 10-K.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

DISCLOSURE CONTROLS

 

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

 

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

 

There have been no changes to our internal control over financial reporting during the quarter ended June 30, 2023, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

See Exhibit 95.1 to this Form 10-Q for a listing of our mine safety violations.

 

ITEM 6.  EXHIBITS

 

Exhibit No.

 

Document

10.1   Amendment and Restated Loan Agreement dated August 2, 2023
31.1   SOX 302 Certification - Chief Executive Officer
31.2   SOX 302 Certification - Chief Financial Officer

31.3

 

SOX 302 Certification - Chief Accounting Officer

32

 

SOX 906 Certification

95.1

 

Mine Safety Disclosures

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Schema Document

101.CAL

 

Inline XBRL Calculation Linkbase Document

101.LAB

 

Inline XBRL Labels Linkbase Document

101.PRE

 

Inline XBRL Presentation Linkbase Document

101.DEF

 

Inline XBRL Definition Linkbase Document

104

 

Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

HALLADOR ENERGY COMPANY

 

 

 

 

 

 

 

 

 

Date: August 7, 2023

 

/S/ LAWRENCE D. MARTIN

 

 

Lawrence D. Martin, CFO

 

 

 

 

 

 

 

 

 

Date: August 7, 2023

 

/S/ R. TODD DAVIS

 

 

R. Todd Davis, CAO

  

 

25