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James River Coal Company 10-Q 2010 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2010
OR
For the transition period from __________________ to __________________
Commission File Number 000-51129
Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area cod: (804) 780-3000
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 ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 o No ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ý No o
The number of shares of the registrant’s Common Stock, par value $.01 per share, outstanding as of July 23, 2010 was 27,782,751.
FORM 10-Q INDEX
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS>
JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Shareholders’
Equity and Comprehensive Income
(in thousands)
(unaudited)
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
See accompanying notes to condensed consolidated financial statements.
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JAMES RIVER COAL COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Description of Business and Principles of Consolidation
James River Coal Company and its wholly owned subsidiaries (collectively the Company) mine, process and sell bituminous, steam- and industrial-grade coal through five operating complexes located throughout eastern Kentucky and one in southern Indiana. Substantially all coal sales and account receivables relate to the electric utility and industrial markets.
The interim condensed consolidated financial statements of the Company presented in this report are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2009. The balances presented as of or for the year ended December 31, 2009 are derived from the Company’s audited consolidated financial statements.
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in order to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP). Significant estimates made by management include the valuation allowance for deferred tax assets, asset retirement obligations and amounts accrued related to the Company’s workers’ compensation, black lung, pension and health claim obligations. Actual results could differ from these estimates. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, which are necessary to present fairly the consolidated financial position of the Company and the consolidated results of its operations and cash flows for all periods presented.
Long-term debt is as follows (in thousands):
Senior Notes
The $150 million of Senior Notes are due on June 1, 2012 (the Senior Notes). The Senior Notes are unsecured and accrue interest at 9.375% per annum. Interest payments on the Senior Notes are required semi-annually. The Company may redeem the Senior Notes, in whole or in part, at any time at redemption prices ranging from 102.34% thru June 1, 2011 to 100% thereafter.
The Senior Notes limit the Company’s ability, among other things, to pay cash dividends. In addition, if a change of control occurs (as defined in the Indenture), each holder of the Senior Notes will have the right to require the Company to repurchase all or a part of the Senior Notes at a price equal to 101% of their principal amount, plus any accrued interest to the date of repurchase.
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Convertible Senior Notes
During the fourth quarter of 2009, the Company issued $172.5 million of 4.5% Convertible Senior Notes due on December 1, 2015 (the “Convertible Senior Notes”). The Convertible Senior Notes are shown net of a $41.4 million discount as of June 30, 2010. The discount on the Convertible Senior Notes relates to the $44.8 million of the proceeds that were allocated to the equity component of the Convertible Senior Notes at issuance. The Convertible Senior Notes are unsecured and are convertible under certain circumstances and during certain periods at an initial conversion rate of 38.7913 shares of the Company’s common stock per $1,000 principal amount of Convertible Senior Notes, representing an initial conversion price of approximately $25.78 per share of the Company’s stock. Interest on the Convertible Senior Notes is paid semi-annually.
None of the Convertible Senior Notes are currently eligible for conversion. The Convertible Senior Notes are convertible at the option of the holders (with the length of time the Notes are convertible being dependent upon the conversion trigger) upon the occurrence of any of the following events:
Revolving Credit Agreement
In January 2010, the Company amended and restated its existing Revolving Credit Agreement (as amended and restated the Revolving Credit Agreement is referred to as the Revolver). The following is a summary of significant terms of the Revolver.
The Revolver provides that the Company can use the Revolver availability to issue letters of credit. The Revolver provides for a 4.25% fee on any outstanding letters of credit issued under the Revolver and a 0.5% fee on the unused portion of the Revolver. The Revolver requires certain mandatory prepayments from certain asset sales, incurrence of indebtedness and excess cash flow. The Revolver includes financial covenants that require the Company to maintain a minimum Adjusted EBITDA and a maximum Leverage Ratio and limit capital expenditures, each as defined by the agreement. However, the minimum Adjusted EBITDA and maximum Leverage Ratio covenants are only applicable if the Company’s unrestricted cash balance falls below $75.0 million and would remain in effect until the Company’s unrestricted cash exceeds $75.0 million for 90 consecutive days.
As of June 30, 2010, the Company has used $56.8 million of the $65.0 million available under the Revolver to secure outstanding letters of credits. As of June 30, 2010, the Company had $15.0 million of cash in a restricted cash collateral account to ensure that the Company has adequate capacity under the Revolver to support its outstanding letters of credit.
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Interest Expense and Other
The Company paid $11.1 million of interest during the three and six months ended June 30, 2010. During the three and six months ended June 30, 2009, the Company paid approximately $7.1 million and $7.6 million, respectively, in interest.
In connection with the amendment to the Revolver, the Company capitalized $1.3 million of costs in 2010.
The Company was in compliance with all of the financial covenants under its outstanding debt instruments as of June 30, 2010.
Preferred Stock and Shareholder Rights Agreement
The Company has authorized 10,000,000 shares of preferred stock, $1.00 par value per share, the rights and preferences of which are established by the Board of the Directors. The Company has reserved 500,000 of these shares as Series A Participating Cumulative Preferred Stock for issuance under a shareholder rights agreement (the Rights Agreement).
On May 25, 2004, the Company’s shareholders approved the Rights Agreement and declared a dividend of one preferred share purchase right (Right) for each two shares of common stock outstanding. Each Right entitles the registered holder to purchase from the Company one one-hundredth (1/100) of a share of our Series A Participating Cumulative Preferred Stock, par value $1.00 per share, at a price of $200 per one one-hundredth of a Series A preferred share. The Rights are not exercisable until a person or group of affiliated or associated persons (an Acquiring Person) has acquired or announced the intention to acquire 20% or more of the Company’s outstanding common stock.
An amendment to the Rights Agreement reduced, until December 5, 2010, the threshold at which a person or group becomes an “Acquiring Person” under the Rights Agreement from 20% to 4.9% of the Company’s then-outstanding shares of common stock. The Rights Agreement, as amended, exempts shareholders whose beneficial ownership as of November 3, 2009 exceeded 4.9% of the Company’s then-outstanding shares of common stock so long as they do not acquire more than an additional 0.5% of the Company’s then-outstanding shares of common stock without the advance approval of the Company’s board of directors.
In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of the Company’s consolidated assets or earning power is sold after a person or group has become an Acquiring Person, each holder of a Right, other than the Rights beneficially owned by the Acquiring Person (which will thereafter be void), will receive, upon the exercise of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, each Right holder, other than the Acquiring Person (whose Rights will become void), will have the right to receive upon exercise that number of shares of common stock having a market value of two times the exercise price of the Right.
The rights will expire May 25, 2014, unless that expiration date is extended. The Board of Directors may redeem the Rights at a price of $0.001 per Right at any time prior to the time that a person or group becomes an Acquiring Person.
Equity Based Compensation
Under the 2004 Equity Incentive Plan (the Plan), participants may be granted stock options (qualified and nonqualified), stock appreciation rights (SARs), restricted stock, restricted stock units, and performance shares. The total number of shares that may be awarded under the Plan is 2,400,000, and no more than 1,000,000 of the shares reserved under the Plan may be granted in the form of incentive stock options. The Company currently has the following types of equity awards outstanding under the Plan.
Restricted Stock Awards
Pursuant to the Plan certain directors and employees have been awarded restricted common stock with such shares vesting over two to five years. The related expense is amortized over the vesting period.
Stock Option Awards
Pursuant to the Plan certain directors and employees have been awarded options to purchase common stock with such options vesting ratably over three to five years. The Company’s stock options have been issued at exercise prices equal to or greater than the fair value of the Company’s stock at the date of grant.
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Shares awarded or subject to purchase under the Plan that are not delivered or purchased, or revert to the Company as a result of forfeiture or termination, expiration or cancellation of an award or that are used to exercise an award or for tax withholding, will be again available for issuance under the Plan. At June 30, 2010, there were 605,943 shares available under the Plan for future awards.
The following table highlights the expense related to share-based payment for the periods ended June 30 (in thousands):
The fair value of the restricted stock outstanding and issued is equal to the value of shares at the grant date. At this time, the Company does not expect any of its restricted shares or options to be forfeited before vesting. The fair value of stock options was estimated using the Black-Scholes option pricing model. The Company used a risk free rate of 3.9% and a volatility of 90% for options issued during 2010. The Company uses historical experience to estimate its volatility. The Company has assumed no dividends would be issued in valuing its options.
The following is a summary of activity related to restricted stock and stock option awards for the three months ended June 30, 2010:
The following table summarizes additional information about the stock options outstanding at June 30, 2010:
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The following table summarizes the Company’s total unrecognized compensation cost related to stock based compensation as of June 30, 2010:
The Company has established irrevocable letters of credit totaling $56.8 million as of June 30, 2010 to guarantee performance under certain contractual arrangements. The letters of credit have been issued under the Company’s Revolver (see Note 2).
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or liquidity.
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period and, when dilutive, potential common shares from the exercise of stock options and restricted common stock subject to continuing vesting requirements, pursuant to the treasury stock method.
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The following table provides a reconciliation of the number of shares used to calculate basic and diluted earnings per share (in thousands):
The Company’s Convertible Senior Notes are convertible at the option of the holders upon the occurrence of certain events (Note 2). As of June 30, 2010, the 3.25% Convertible Senior Notes had not reached the specified threshold for conversion.
The Company has in place a defined benefit pension plan under which all benefits were frozen in 2007. The components of net periodic benefit cost are as follows (amounts in thousands):
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The expense for black lung benefits consists of the following (amounts in thousands):
In March 2010, The Patient Protection and Affordable Care Act of 2010 (Act) was enacted into law and included a black lung provision that creates a rebuttable presumption that a miner with at least 15 years of service, with totally disabling pulmonary or respiratory lung impairment and negative radiographic chest x-ray evidence would be disabled due to pneumoconiosis and be eligible for black lung benefits. The new Act also makes it easier for widows of miners to become eligible for benefits. In the first quarter of 2010, the Company was able to make an initial evaluation of the impact of these changes on a limited population of current and potential future claimants, resulting in an estimated $9.4 million increase to the black lung obligation. This estimated increase in the black lung obligation was recorded along with an increase in the actuarial loss included in “Accumulated other comprehensive loss” on the Company’s balance sheet. Beginning in the second quarter of 2010, the Company recorded a $0.4 million increase in the quarterly black lung expense related to the amortization of this additional actuarial loss and increases in the service and interest cost components. As of June 30, 2010, the Company is not able to estimate the impact of this legislation on the obligations related to future claims from older terminated miners and possible re-filed claims, due to significant uncertainty around the number of claims that will be filed and how impactful the new award criteria will be to these claim populations. The Company will continue to assess the impact of this legislation on its initial estimate as additional information becomes available and future regulations are issued.
The estimated fair value of financial instruments has been determined by the Company using available market information. As of June 30, 2010 and December 31, 2009, except for long-term debt obligations, the carrying amounts of all financial instruments approximate their fair values due to their short maturities.
The fair values of our Senior Notes and Convertible Senior Notes are based on available market data at the date presented. The carrying value of the Convertible Senior Notes reflected in long-term debt in the table above reflects the full face amount of $172.5 million, which has been adjusted in the Consolidated Balance Sheets for a discount related to its convertible feature (Note 2).
The Company has two segments based on the coal basins in which the Company operates. These basins are located in Central Appalachia (CAPP) and in the Midwest (Midwest). The Company’s CAPP operations are located in eastern Kentucky and the Company’s Midwest operations are located in southern Indiana. Coal quality, coal seam height, transportation methods and regulatory issues are generally consistent within a basin. Accordingly, market and contract pricing have been developed by coal basin. The Company manages its coal sales by coal basin, not by individual mine complex. Mine operations are evaluated based on their per-ton operating costs. Operating segment results are shown below (in thousands).
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(1) Income and expense items that are not included in operating income (loss) are not allocated to the CAPP and Midwest segments.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS>
The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Condensed Consolidated Financial Statements and accompanying notes contained herein and the Company’s annual report on Form 10-K for the year ended December 31, 2009.
Overview
We mine, process and sell bituminous, steam- and industrial-grade coal through six operating subsidiaries (“mining complexes”) located throughout eastern Kentucky and in southern Indiana. We have two reportable business segments based on the coal basins in which we operate (Central Appalachia (CAPP) and the Midwest (Midwest)). We derived 89% of our total revenues (contract and spot) in the six months ended June 30, 2010 from coal sales to electric utility customers and the remaining 11% from coal sales to industrial and other customers. For the six months ended June 30, 2010, our mines produced 4.6 million tons of coal. Our coal purchased for resale was less than 0.1 million tons for the six months ended June 30, 2010. Of the 4.6 million tons we produced from Company operated mines, approximately 66% came from underground mines, while the remaining 34% came from surface mines. For the six months ended June 30, 2010, we generated revenues of $367.6 million and net income of $43.1 million.
CAPP Segment
In Central Appalachia, our coal is primarily sold to customers in the southern portion of the South Atlantic region of the United States. The South Atlantic Region includes the states of Florida, Georgia, South Carolina, North Carolina, West Virginia, Virginia, Maryland and Delaware. We have been providing coal to customers in the South Atlantic region since our formation in 1988. For the six months ended June 30, 2010, our CAPP segment produced 3.1 million tons of coal (including contract coal and purchased coal). Of the CAPP tons produced, 87% came from Company operated underground mines. For the six months ended June 30, 2010, we shipped 3.2 million tons of coal and generated coal sale revenues of $309.1 million from our CAPP segment. For the six months ended June 30, 2010, South Carolina Public Service Authority and Georgia Power Company were our largest customers, representing approximately 41% and 31% of our total revenues, respectively. No other CAPP customer accounted for more than 10% of our total revenues.
Midwest Segment
In the Midwest, the majority of our coal is sold in the East North Central Region, which includes the states of Illinois, Indiana, Ohio, Michigan and Wisconsin. For the six months ended June 30, 2010, our Midwest mines produced approximately 1.4 million tons of coal. Of the Midwest tons produced, 81% came from Company operated surface mines. For the six months ended June 30, 2010, we shipped 1.4 million tons of coal and generated coal sale revenues of $58.5 million from our Midwest segment. For the six months ended June 30, 2010, our Midwest segment’s largest customer, Indianapolis Power and Light, represented approximately 11% of our total revenues. No other Midwest customer accounted for more than 10% of our total revenues.
Results of Operations
Three Months Ended June 30, 2010 Compared with the Three Months Ended June 30, 2009
The following tables show selected operating results for the three months ended June 30, 2010 compared to the three months ended June 30, 2009 (in thousands except per ton amounts).
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Volume and Revenues by Segment
Coal sales revenue for the three months ended June 30, increased from $171.6 million in 2009 to $183.0 million in 2010. This increase was due to an increase in the average sales price per ton in the CAPP and Midwest regions, which was partially offset by a decrease in tons shipped in the CAPP and Midwest regions.
For the three months ended June 30, 2010, the CAPP region sold approximately 1.3 million tons of coal under long-term contracts (82% of total CAPP sales volume) at an average selling price of $103.99 per ton. For the three months ended June 30, 2009, the CAPP region sold approximately 1.5 million tons of coal under long-term contracts (96% of total CAPP sales volume) at an average selling price of $90.69 per ton. For the three months ended June 30, 2010, the CAPP region sold 0.3 million tons of coal (18% of total CAPP sales volume) under short term contracts (includes spot sales) at an average selling price of $65.00 per ton. For the three months ended June 30, 2009, the CAPP region sold 0.1 million tons of coal (4% of total CAPP sales volume) under short term contracts (includes spot sales) at an average selling price of $84.54 per ton.
The Midwest’s region sales of coal were under long term contracts for the three months ended June 30, 2010 and 2009. For the three months ended June 30, 2010, the Midwest region sold 0.7 million tons at an average sales price of $42.24 per ton. For the three months ended June 30, 2009, the Midwest region sold 0.8 million tons at an average sales price of $33.25 per ton.
Operating Costs by Segment
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Cost of Coal Sold
For the three months ended June 30, the cost of coal sold, excluding depreciation, depletion and amortization, increased from $127.7 million in 2009 to $128.7 million in 2010. Our cost per ton of coal sold in the CAPP region increased from $64.93 per ton in the 2009 period to $65.90 per ton in the 2010 period. With the exception of sales related costs which increased by $1.84 per ton, there were no significant changes in the major components of costs per ton of coal sold in the CAAP region as compared to the prior year.
Our cost per ton of coal sold in the Midwest increased $5.30 per ton from $29.49 in the 2009 period to $34.79 per ton in the 2010 period. The major components of this increase include an increase in the variable costs of $1.92 per ton, labor and benefit costs of $1.25 per ton, preparation and loading costs of $0.89 per ton and sales related costs of $0.73 per ton. The increase in the variable costs was primarily due to an increase in diesel and explosives costs.
Depreciation, depletion and amortization
For the three months ended June 30, depreciation, depletion and amortization increased from $15.9 million in 2009 to $16.2 million in 2010. In the CAPP region, depreciation, depletion and amortization increased $0.8 million to $13.5 million or $8.50 per ton. In the Midwest, depreciation, depletion and amortization decreased $0.5 million to $2.7 million or $3.91 per ton.
Selling, general and administrative
Selling, general and administrative expenses decreased from $10.6 million for the three months ended June 30, 2009 to $9.8 million for the three months ended June 30, 2010. This decrease was primarily due to a decrease in bank fees due to the elimination of our previous letter of credit facility.
Interest Expense
Interest expense for the three months ended June 30, increased from $3.8 million in 2009 to $7.5 million in 2010. This increase was the result of an additional $3.5 million of interest on our convertible senior notes that were issued in the fourth quarter of 2009, including $1.4 million related to the amortization of the debt discount recorded on this issuance.
Income Taxes
Our effective tax rate for the three months ended June 30, 2010 was 3.6% and our effective tax rate for the three months ended June 30, 2009 was a benefit of 17.7%. Our effective income tax rate is impacted primarily by changes in the amount of the valuation allowance recorded and the effects of percentage depletion. Our three months ended June 30, 2009 effective tax rate includes a tax benefit due to a change in a previous estimate of our 2009 taxable income and the net operating loss carryfoward available for 2009. For 2010, we expect that a portion of our available net operating loss carryforward will be utilized to reduce current tax expense, and therefore the previously established valuation allowance will be reduced. The criteria for recording a valuation allowance are described in “Critical Accounting Estimates – Income Taxes.” As of June 30, 2010, we had a $27.3 million valuation allowance against gross deferred tax assets. Percentage depletion is an income tax deduction that is limited to a percentage of taxable income from each of our mining properties. Because percentage depletion can be deducted in excess of cost basis in the properties, it creates a permanent difference and directly impacts the effective tax rate. Fluctuations in the effective tax rate may occur due to the varying levels of profitability (and thus, taxable income and percentage depletion) at each of our mine locations.
Six Months Ended June 30, 2010 Compared with the Six Months Ended June 30, 2009
The following tables show selected operating results for the six months ended June 30, 2010 compared to the six months ended June 30, 2009 (in thousands except per ton amounts).
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Volume and Revenues by Segment
Coal sales revenue for the six months ended June 30, increased from $363.8 million in 2009 to $367.6 million in 2010. This increase was due to an increase in the average sales price per ton in the CAPP and Midwest regions, which was partially offset by a decrease in tons shipped in the CAPP and Midwest regions.
For the six months ended June 30, 2010, the CAPP region sold approximately 2.6 million tons of coal under long-term contracts (80% of total CAPP sales volume) at an average selling price of $102.62 per ton. For the six months ended June 30, 2009, the CAPP region sold approximately 3.1 million tons of coal under long-term contracts (92% of total CAPP sales volume) at an average selling price of $91.18 per ton. For the six months ended June 30, 2010, the CAPP region sold 0.6 million tons of coal (20% of total CAPP sales volume) under short term contracts (includes spot sales) at an average selling price of $64.92 per ton. For the six months ended June 30, 2009, the CAPP region sold 0.3 million tons of coal (8% of total CAPP sales volume) under short term contracts (includes spot sales) at an average selling price of $85.49 per ton.
The Midwest’s region sales of coal were under long term contracts for the six months ended June 30, 2010 and 2009. For the six months ended June 30, 2010, the Midwest region sold 1.4 million tons at an average sales price of $40.75 per ton. For the six months ended June 30, 2009, the Midwest region sold 1.6 million tons at an average sales price of $32.19 per ton.
Operating Costs by Segment
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