anr10q03312008.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
     
þ
  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
OR
     
o
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                             to                                                              
Commission File No. 1-32423
ALPHA NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
  
02-0733940
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification Number)
     
One Alpha Place, P.O. Box 2345, Abingdon, VA
  
24212
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code:
 (276) 619-4410
     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. þ Yes ¨ No

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

þ Large accelerated filer      o Accelerated filer      ¨ Non-accelerated filer

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

     Number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of April 23, 2008— 70,301,997



     
       
PART I
  
Page 
  
       
Item 1. Financial Statements
      
 
2
  
 
3
  
 
4
  
 
6
  
 
20
 
 
30
  
 
31
  
       
PART II
      
       
 
31
  
 
32
  
 
33
  
       
EXHIBIT INDEX      
 
 
 
 
 
 


- 1 -

 Item 1. Financial Statements

ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share amounts)
   
March 31,
    
December 31,
  
   
2008
    
2007
  
Assets
                
Current assets:
                
Cash and cash equivalents
  
$
59,160
    
$ 
54,365
  
Trade accounts receivable, net
    
196,485
      
183,969
  
Notes and other receivables
    
10,961
      
11,141
  
Inventories
    
89,401
      
70,780
  
Prepaid expenses and other current assets
    
87,802
      
59,954
  
Total current assets
    
443,809
      
380,209
  
                 
Property, plant, and equipment, net
    
628,412
      
640,258
  
Goodwill
    
20,547
      
20,547
  
Other intangibles, net
    
8,400
      
9,376
  
Deferred income taxes
    
93,622
      
97,130
  
Other assets
    
61,150
      
63,394
  
Total assets
  
$
1,255,940
    
$ 
1,210,914
  
                 
Liabilities and Stockholders’ Equity
                
                 
Current liabilities:
                
Current portion of long-term debt
  
$
2,424
    
$ 
2,579
  
Note payable
    
12,673
      
18,883
  
Trade accounts payable
    
106,697
      
95,765
  
Deferred income taxes
    
8,505
      
9,753
  
Accrued expenses and other current liabilities
    
103,529
      
96,082
  
Total current liabilities
    
233,828
      
223,062
  
                 
Long-term debt, net of current portion
    
425,448
      
425,451
  
Workers’ compensation benefit obligations
    
8,586
      
9,055
  
Postretirement medical benefit obligations
    
55,345
      
53,811
  
Asset retirement obligation
    
83,665
      
83,020
  
Deferred gains on sale of property interests
    
2,963
      
3,176
  
Other liabilities
    
37,587
      
30,930
  
Total liabilities
    
847,422
      
828,505
  
                 
Minority interest 
    
1,169
      
1,573
  
Commitments and contingencies (Note 13)
                
Stockholders’ equity:
                
Preferred stock — par value $0.01, 10,000,000 shares authorized, none issued
    
—
      
—
  
Common stock — par value $0.01, 100,000,000 shares authorized, 66,128,148 and 65,769,303 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively
    
661
      
658
  
Additional paid-in capital
    
232,666
      
227,336
  
Accumulated other comprehensive loss
    
(26,640
)
    
(22,290
) 
Retained earnings
    
200,662
      
175,132
  
     Total stockholders’ equity
    
407,349
      
380,836
  
                 
     Total liabilities and stockholders’ equity
  
$
1,255,940
    
$ 
1,210,914
  
                 
             

              See accompanying notes to condensed consolidated financial statements.



- 2 -


ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except share and per share amounts)
               
   
Three months ended
  
   
March 31,
  
   
2008
  
2007
  
Revenues:
              
Coal revenues
  
$
445,679
  
$
380,150
  
Freight and handling revenues
    
59,172
    
43,211
  
Other revenues
    
12,055
    
7,230
  
Total revenues
    
516,906
    
430,591
  
               
Costs and expenses:
              
Cost of coal sales (exclusive of items shown separately below)
    
359,846
    
312,273
  
(Increase) decrease in fair value of derivative coal contracts, net
    
(14,319
)
  
202
  
Freight and handling costs
    
59,172
    
43,211
  
Cost of other revenues
    
10,015
    
5,628
  
Depreciation, depletion and amortization
    
44,260
    
35,789
  
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)
    
15,354
    
13,239
  
Total costs and expenses
    
474,328
    
410,342
  
               
Income from operations
    
42,578
    
20,249
  
               
Other income (expense):
              
Interest expense
    
(10,087
)
  
(9,993
)
Interest income
    
789
    
637
  
Miscellaneous income, net
    
129
    
42
  
     Total other income (expense), net
    
(9,169
)
  
(9,314
)
     Income before income taxes and minority interest
    
33,409
    
10,935
  
Income tax expense
    
7,968
    
2,629
  
Minority interest
    
(89
)
  
(43
)
     Net Income
  
$
25,530
  
$ 
8,349
  
               
Net income per share
              
Basic and diluted:
  
$
0.39
  
$ 
0.13
  
               
           

              See accompanying notes to condensed consolidated financial statements.



- 3 -



ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
                 
   
Three months ended
  
   
March 31,
  
   
2008
    
2007
  
Operating activities:
                
Net income
  
$
25,530
    
$ 
8,349
  
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation, depletion and amortization
    
44,260
      
35,789
  
Amortization of debt issuance costs
    
600
      
570
  
Accretion of asset retirement obligation
    
1,852
      
1,556
  
Change in fair value of derivative instruments
    
(16,684
) 
    
(449
)
Share-based compensation
    
2,989
      
2,650
  
Amortization of deferred gains on sales of property interests
    
(213
)
    
(228
)
Gain on sale of fixed assets and investments
    
(672
)
    
(282
)
Minority interest
    
(89
) 
    
(43
) 
Deferred income tax expense (benefit)
    
3,681
      
(402
) 
Other
    
(380
) 
    
86
  
Changes in operating assets and liabilities:
                
Trade accounts receivable
    
(12,506
)
    
14,457
  
Notes and other receivables
    
(657
)
    
(875
)
Inventories
    
(18,621
)
    
(7,936
)
Prepaid expenses and other current assets
    
3,789
      
8,678
  
Other assets
    
6,125
      
(2,552
)
Trade accounts payable
    
11,819
      
(1,334
) 
Accrued expenses and other current liabilities
    
(12,875
)
    
(5,107
)
Workers’ compensation benefits
    
(446
)
    
846
  
Postretirement medical benefits
    
2,149
      
2,249
  
Asset retirement obligation expenditures
    
(1,120
)
    
(1,321
)
Other liabilities
    
3,222
      
(2,091
)
Net cash provided by operating activities
   $ 
41,753
     $ 
52,610
  
                 
             



- 4 -




ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited) — (Continued)
(In thousands)
                 
   
Three Months ended
  
   
March 31,
  
   
2008
    
2007
  
Investing activities:
                
Capital expenditures
  
$
(33,797
)
  
$ 
(44,577
)
Proceeds from disposition of property, plant, and equipment
    
786
      
508
  
Investment and advances to investee
    
(29
)
    
(71
)
Proceeds from sale of investment in coal terminal
    
1,500
      
—
  
Other
    
(5
)
    
(404
)
                 
Net cash used in investing activities
    
(31,545
)
    
(44,544
)
                 
Financing activities:
                
Repayments of note payable
    
(6,210
)
    
(6,872
)
Repayments on long-term debt
    
(158
)
    
(850
)
Decrease in bank overdraft
    
(150
)
    
(2,704
)
Debt issuance costs
    
(1,317
)
    
—
  
Tax benefit from share-based compensation
    
734
      
—
  
Proceeds from exercise of stock options
    
1,688
      
—
  
                 
Net cash used by financing activities
    
(5,413
)
    
(10,426
) 
                 
Net increase (decrease) in cash and cash equivalents
    
4,795
      
(2,360
) 
                 
Cash and cash equivalents at beginning of period
    
54,365
      
33,256
  
                 
Cash and cash equivalents at end of period
  
$
59,160
    
$ 
30,896
  
                 
             

              See accompanying notes to condensed consolidated financial statements.


- 5 -
ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2008
 (In thousands, except percentages and share data)

(1) Business and Basis of Presentation

Organization and Business
 
    Alpha Natural Resources, Inc. and its consolidated subsidiaries (the “Company”) are primarily engaged in the business of extracting, processing and marketing coal from deep and surface mines, located in the Central and Northern Appalachian regions of the United States, for sale to utility and steel companies in the United States and in international markets.

Basis of Presentation
 
    The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S generally accepted accounting principles for interim financial reporting. Accounting measurements at interim dates inherently rely on estimates more than at year-end; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Significant items subject to such estimates and assumptions include inventories; mineral reserves; allowance for non-recoupable advanced mining royalties; asset retirement obligations; employee benefit liabilities; future cash flows associated with assets; useful lives for depreciation, depletion, and amortization; workers’ compensation and black lung claims; postretirement benefits other than pensions; income taxes; revenue recognized using the percentage of completion method; and fair value of financial instruments.  Due to the subjective nature of these estimates, actual results could differ from those estimates.  Results of operations for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008. These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2007 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Reclassifications
 
    Prior period coal revenues and cost of coal sales have been adjusted to exclude changes in the fair value of coal derivative contracts to conform to the current year presentation.  These reclassification adjustments had no effect on previously reported income from operations or net income.

(2) New Accounting Pronouncements
 
    In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”), which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).  SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect this guidance to have a significant impact on our consolidated financial statements; however management is currently assessing the impact of adopting SFAS 161.
 
    In December 2007, the Financial Accounting Standards Board issued  SFAS 141(R), Business Combinations, and SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements (“SFAS 160”), an amendment of ARB No. 51. SFAS 141(R) and SFAS 160 will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS 141(R) retains the fundamental requirements in SFAS 141 while providing additional definitions, such as the definition of the acquirer in a purchase and improvements in the application of how the acquisition method is applied. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests, and classified as a component of equity. These Statements become simultaneously effective January 1, 2009. Early adoption is not permitted. The Company is currently evaluating the impact this guidance will have on our consolidated financial statements.
 
(3) Earnings Per Share
 
    Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed using the treasury method by dividing net income by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Common stock equivalents include the number of shares issuable upon exercise of outstanding options less the number of shares that could have been purchased with the proceeds from the exercise of the options based on the average price of common stock during the period. Restricted shares which have not vested at the end of the reporting period are excluded from the calculation of basic earnings per share.
 
    The computations of basic and diluted net income per share are set forth below:

   
Three Months Ended March 31,
  
   
2008
  
2007
  
Numerator:
              
Net income
  
$
25,530
  
$
8,349
  
               
Denominator:
              
Weighted average shares — basic
    
65,091,470
    
64,579,163
  
Dilutive effect of stock options and restricted stock awards
    
791,886
    
214,439
  
Weighted average shares — diluted
    
65,883,356
    
64,793,602
  
               
Net income per basic and diluted share:
  
$
0.39
  
$
0.13
  
               
             
 
- 6 -
 
(4) Inventories
   
    Inventories consisted of the following:

             
 
March 31,
  
December 31,
  
 
2008
  
2007
  
Raw coal
$
8,724
  
$
8,754
  
Saleable coal
  
66,821
    
48,928
  
Equipment for resale
  
823
    
1,688
  
Materials and supplies
  
12,773
    
11,410
  
Lime
  
260
    
—
  
Total inventories
$
89,401
  
$
70,780
  
             
         
 
 (5) Income Taxes

 
    A reconciliation of the statutory federal income tax expense at 35% to income before income taxes and minority interest, and the actual income tax expense is as follows:

               
   
Three Months Ended
  
   
March 31,
  
   
2008
  
2007
  
Federal statutory income tax expense
  
$
11,693
  
$
3,842
  
Increases (reductions) in taxes due to:
              
Nondeductible stock-based compensation
    
68
    
184
  
Percentage depletion allowance
    
(3,370
)
  
(2,125
)
State taxes, net of federal tax impact
    
894
    
194
  
Change in valuation allowance
    
(1,467
) 
  
491
  
Deduction for domestic production activities
    
(106
)
  
(34
)
Taxes not provided for minority interest
    
16
    
—
  
Change in state rates
    
247
    
—
  
Other, net
    
(7
)
  
77
  
               
Income tax expense
  
$
7,968
  
$
2,629
  
               
           
 
    The Company has concluded that it is more likely than not that deferred tax assets, net of valuation allowances, currently recorded will be realized. The amount of the valuation allowance takes into consideration the Alternative Minimum Tax system as required by SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). The Company monitors the valuation allowance each quarter and makes adjustments to the allowance as appropriate.

- 7 -
 
(6) Long-Term Debt
 
    Long-term debt consisted of the following:

           
   
March 31,
  
December 31,
  
   
2008
  
2007
  
Term loan
   $ 233,125   $ 233,125  
10% Senior notes due 2012
     175,000     175,000  
Capital lease obligations
     547     705  
Gallatin project facility
     18,500     18,500  
Other
     700     700  
Total long-term debt
     427,872     428,030  
Less current portion
     2,424     2,579  
Long-term debt, net of current portion
   $ 425,448   $ 425,451  
               
               
 
    On October 26, 2005, Alpha Natural Resources, LLC (“ANR LLC”), entered into a senior secured credit facility with a group of lending institutions led by Citicorp North America, Inc., as administrative agent (the “Credit Agreement”). The Credit Agreement consists of a $250,000 term loan facility and a $275,000 revolving credit facility. The revolving credit facility includes borrowing capacity available for letters of credit.
 
    In March 2008, the Company and our subsidiary, ANR LLC, entered into two amendments to the Credit Agreement.  One of these amendments increased the amount available under the revolving credit portion of the facility from $275,000 to $375,000. The other amendment, among other things, removed Alpha Natural Resources, Inc. from the application of most of the restrictive covenants and added exceptions to certain other covenants relating to payment of dividends and distributions.
 
    The Credit Agreement and the Senior Notes each place restrictions on the ability of ANR LLC and its subsidiaries to make distributions or loans to the Company. At March 31, 2008, ANR LLC had net assets of $400,945 and, except for allowable distributions for the payment of income taxes, administrative expenses and, in certain circumstances, dividends or repurchases of common stock of the Company, the net assets of ANR LLC are restricted.
 
    All of the Company borrowings under the Credit Agreement are at a variable rate, so the Company is exposed to the effect of rising interest rates. As of March 31, 2008, the Company has a $233,125 term loan outstanding with a variable interest rate based upon the 3-month London Interbank Offered Rate (“LIBOR”) (2.67% at March 31, 2008) plus the applicable margin (1.75%, at March 31, 2008). To reduce the Company's exposure to rising interest rates, effective May 22, 2006, the Company entered into a pay-fixed, receive variable interest rate swap on the notional amount of $233,125 for a period of approximately six and one-half years. In effect, this swap converted the variable interest rates based on LIBOR to a fixed interest rate of 5.59% plus the applicable margin defined in the debt agreement for the remainder of our term loan. The Company accounts for the interest rate swap as a cash flow hedge and changes in fair value of the swap are recorded to other comprehensive income (loss). The critical terms of the swap and the underlying debt instrument that it hedges coincide, resulting in no hedge ineffectiveness being recognized in the income statement during the quarter ended March 31, 2008.  The fair value of the swap at March 31, 2008 was $21,999 which was recorded in other liabilities in the condensed consolidated balance sheet and the offsetting unrealized loss of $16,564, net of tax benefit, was recorded in accumulated other comprehensive loss. As interest expense is accrued on the debt obligation, amounts in accumulated other comprehensive loss related to the derivative hedging instrument are reclassified into earnings to obtain a net cost on the debt obligation of 5.59% plus the applicable margin. For the three months ended March 31, 2008 and 2007, $448 and $133, respectively, of losses in accumulated other comprehensive loss were reclassified into interest expense.
 
(7) Asset Retirement Obligation
 
    At March 31, 2008 and December 31, 2007, the Company had recorded asset retirement obligation accruals for mine reclamation and closure costs totaling $91,852 and $91,199, respectively. The portion of the costs expected to be incurred within a year in the amounts of $8,187 and $8,179 at March 31, 2008 and December 31, 2007, respectively, is included in accrued expenses and other current liabilities. These regulatory obligations are secured by surety bonds in the amount of $144,273 at March 31, 2008 and $142,471 at December 31, 2007. Changes in the reclamation obligation were as follows:

         
Total asset retirement obligation at December 31, 2007
  
$
91,199
  
Accretion for the period
    
1,852
  
Expenditures for the period
    
(1,117
)
Revisions in estimated cash flows
    
(82
) 
Total asset retirement obligation at March 31, 2008
  
$
91,852
  
         
 
 
 
(8) Share-Based Compensation Awards

    Stock Options
 
    Stock option activity for the three months ended March 31, 2008 is summarized in the following table:

                 
               
Weighted-
         
Weighted-
  
Average
         
Average
  
Remaining
   
Number of
  
Exercise
  
Contract
   
Shares
  
Price
  
Life (Years)
Outstanding at December 31, 2007
    
744,692
  
$
17.51
    
Exercised
    
(96,031
)
  
17.87
    
Outstanding at March 31, 2008
    
648,661
    
17.46
  
6.83
Exercisable at March 31, 2008
    
222,967
    
18.35
  
6.86
                 
             
 
    The aggregate intrinsic value of options outstanding at March 31, 2008 was $16,852 and the aggregate intrinsic value of exercisable options was $5,594.  The total intrinsic value of options exercised during the three months ended March 31, 2008 and 2007 was $2,048 and $0, respectively.  Cash received from the exercise of stock options during the three months ended March 31, 2008 and 2007 was $1,688 and $0, respectively.  As of March 31, 2008, $2,686 of unrecognized compensation cost related to stock options is expected to be recognized as expense over a weighted-average period of 1.78 years.  The weighted average grant date fair value of options outstanding at March 31, 2008 and 2007 was $7.38 and $7.57, respectively.
 
    Restricted Stock Awards
 
    Non-vested share award activity for the quarter ended March 31, 2008 is summarized in the following table:

               
         
Weighted-
  
         
Average
  
   
Number of
  
Grant Date
  
   
Shares
  
Fair Value
  
Non-vested shares outstanding at December 31, 2007
    
880,232
  
$
15.93
  
Granted
    
265,057
    
28.17
  
Vested
    
(206,958
)
  
16.58
  
Forfeited
    
(4,217
)
  
16.65
  
Non-vested shares outstanding at March 31, 2008
    
934,114
    
19.26
  
           
 
    The fair value of non-vested restricted share awards is estimated based on the closing stock price on the date of grant, and for purposes of expense recognition, the total number of awards expected to vest is adjusted for estimated forfeitures. As of March 31, 2008, there was $13,063 of unamortized compensation cost related to non-vested shares, which is expected to be recognized as expense over a weighted-average period of 2.17 years.
 
Performance Share Awards
 
    2008 Granted Awards
 
    The Company granted 164,737 performance share awards in the first quarter of 2008.  Recipients of these awards can receive shares of the Company's common stock at the end of a performance period which ends on December 31, 2010, based on the Company's actual performance against pre-established operating income goals, strategic goals, and total shareholder return goals. In order to receive the shares, the recipient must also be employed by the Company on the vesting date. The performance share awards represent the number of shares of common stock to be awarded based on the achievement of targeted performance and may range from 0 percent to 150 percent of the targeted amount. The grant date fair value of the awards related to operating income targets is based on the closing price of the Company's common stock on the New York Stock Exchange on the grant date of the award and is being amortized over the performance period. The awards related to strategic goals do not meet the criteria for grant date pursuant to SFAS No. 123(R), Share-based Payments (as amended), (“SFAS 123(R)”). The fair value of the awards related to total shareholder return targets is based upon a Monte Carlo simulation and is being amortized over the performance period. For executive officers of the Company to receive these performance share awards, the Company must achieve a pre-determined EBITDA level during the performance period in addition to the criteria set for all other employees participating in the plan.  The Company reassesses at each reporting date whether achievement of each of the performance conditions is probable, as well as estimated forfeitures, and adjusts the accruals of compensation expense as appropriate. At March 31, 2008, the Company assessed the operating income and total shareholder return targets as probable of achievement. As of March 31, 2008, there was $2,821 of unamortized compensation cost related to the performance share awards for 2008.  This unamortized compensation cost is expected to be recognized over the periods ending December 31, 2010.
 
    Share-based compensation expense measured in accordance with SFAS 123(R) totaled $2,989 ($2,276 on a net-of-tax basis, or $0.03 per basic and diluted share) and $2,650 ($1,994 on a net-of-tax basis, or $0.03 per basic and diluted share) for the three months ended March 31, 2008 and 2007, respectively.

As of March 31, 2008 and 2007, approximately 66% and 70%, respectively, of share-based compensation expense is reported as selling, general and administrative expenses, and approximately 34% and 30%, respectively, is reported as a component of cost of sales, and both are included in the Corporate and Eliminations category for segment reporting purposes (Note 14).  As of March 31, 2008 and 2007, approximately $170 and $206, respectively, of stock-based compensation costs was capitalized as a component of inventories. Under SFAS 123(R), the Company is required to report the benefits of income tax deductions that exceed recognized compensation as cash flow from financing activities. The excess tax benefits for the quarters ended March 31, 2008 and 2007 were $734 and $0, respectively.
 
- 9 -
 
(9) Derivative Financial Instruments

Derivative financial instruments are accounted for in accordance with SFAS 133, which requires all derivative financial instruments to be reported on the balance sheet at fair value. Changes in fair value are recognized either in earnings or equity, depending on whether the transaction qualifies for hedge accounting and if so, the nature of the underlying exposure being hedged and how effective the derivatives are at offsetting price movements in the underlying exposure.

The Company accounts for certain forward purchase and forward sale coal contracts that do not qualify under the “normal purchase and normal sale” exception of SFAS 133 as derivatives and records these contracts as assets or liabilities at fair value. Changes in fair value of these derivative contracts have been recorded as an (increase) decrease in fair value of derivative coal contracts, net, and included as a component of costs and expenses in the consolidated statements of income.  At March 31, 2008, the Company had unrealized gains (losses) on open purchase and open sales contracts of $43,609 and ($20,177), respectively. These amounts are recorded in prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively.

The Company has utilized interest rate swap agreements to modify the interest characteristics of a portion of the Company's outstanding debt. The swap agreements essentially convert variable-rate debt to fixed-rate debt and have been designated as cash flow hedges.  Changes in the fair value of interest rate swaps designated as hedging instruments of the variability of cash flows associated with floating rate and long-term debt obligations are reported in accumulated other comprehensive income (loss).  These amounts are subsequently reclassified into interest expense in the same period in which the related floating rate debt obligation affects earnings.

The Company is also exposed to the risk of fluctuations in cash flows related to its purchase of diesel fuel. The Company has entered into diesel fuel swap agreements and diesel put options to reduce the volatility in the price of diesel fuel for its operations. The diesel fuel swap agreements and put options are not designated as hedges and therefore the changes in the fair value for these derivative instrument contracts have been recorded in cost of sales. These diesel fuel swaps and put options use the NYMEX New York Harbor #2 heating oil as the underlying commodity reference price. Any unrealized loss is recorded in other current liabilities and any unrealized gain is recorded in other current assets.

As of March 31, 2008 approximately 10,848 gallons or 54% of the Company's anticipated 2008 remaining diesel fuel usage has been capped with the swap agreements in which the company has agreed to pay a fixed price and receive a floating price per gallon of diesel fuel. The fixed prices for the notional quantity of 10,848 gallons range from $2.39 to $2.90 per gallon for the last nine months of 2008.  The fair value of these diesel fuel swap agreements is an asset of $2,739 as of March 31, 2008.

As of March 31, 2008, the Company entered into diesel fuel put options for 4,486 gallons at a price range of $2.20 to $2.45 per gallon for the last nine months of 2008.  In the event that diesel prices decline below the strike price, the Company can exercise the put options and sell the 4,486 gallons at the strike price, therefore reducing the impact of the swap agreements.  These put options provide downside protection and reduce the fixed position risk of the outstanding diesel fuel swap agreements in the event of a decline in diesel fuel prices below the strike price. The fair value of these diesel fuel put options is an asset of $122 as of March 31, 2008.
 
(10) Fair Value Measurements
 
The Company adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”) on January 1, 2008. This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Additionally, on January 1, 2008, the Company elected the partial adoption of SFAS 157 under the provisions of Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 157-2, which amends SFAS 157 to allow an entity to delay the application of this statement until January 1, 2009 for certain non-financial assets and liabilities. The adoption of SFAS 157 did not have a material impact on our consolidated financial statements.
 
The Company adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (“SFAS 159”), on January 1, 2008. This standard permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of SFAS 159 did not impact our consolidated financial statements, as the Company elected not to measure any additional financial assets or liabilities at fair value other than those which were recorded at fair value prior to adoption.

SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset and liability.  As a basis for considering such assumptions, SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy defined by SFAS 157 are as follows:

    Level 1 - Quoted prices in active markets for identical assets or liabilities;
    Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
    Level 3 - Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions.
 
 
    The following table sets forth by level within the fair value hierarchy the company's financial assets that were accounted for at fair value on a recurring basis as of March 31, 2008.  As required by SFAS 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.


                                         
   
As of March 31, 2008
  
               
Fair Value Measurements Using:
  
               
Quoted Prices in
    
Significant Other
    
Significant
  
   
Carrying
    
Total Fair
    
Active Markets
    
Observable Inputs
    
Unobservable Inputs
  
   
Amount
    
Value
    
(Level 1)
    
(Level 2)
    
(Level 3)
  
Financial Assets (Liabilities):
                                        
Forward coal sales
  
$
(20,177
)
  
$
(20,177
)
  
$
—
    
$
(20,177
)
  
$
—
  
Forward coal purchases
  
$
43,609
    
$
43,609
    
$
—
    
$
43,609
    
$
—
  
Diesel fuel derivatives
  
$
2,861
    
$
2,861
    
$
  —
    
$
2,861
    
$
—
  
Interest rate swaps
  
$
(21,999
)
  
$
(21,999
)
  
$
—
    
$
(21,999
)
  
$
—
  
                                         


The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above.
 
Level 2 Fair Value Measurements
 
Forward Coal Purchases and Sales — The fair value of the forward coal purchases and sales contracts were estimated using discounted cash flow calculations based upon forward commodity price curves.  The curves were obtained from independent pricing services reflecting broker market quotes.
 
Diesel Fuel derivatives — Since the Company’s diesel fuel derivative instruments are not traded on a market exchange, the fair values are determined using valuation models which include assumptions about commodity prices based on those observed in the underlying markets.

Interest Rate Swaps — The fair value of the interest rate swaps were estimated using discounted cash flow calculations based upon forward interest-rate yield curves.  The curves were obtained from independent pricing services reflecting broker market quotes.
 
(11) Postretirement Benefits Other Than Pensions
 
    The following table details the components of the net periodic benefit cost for the Company’s retiree medical plan (the Plan):
                 
   
March 31,
  
   
2008
    
2007
  
Service cost
  
$
693
    
$
960
  
Interest cost
    
873
      
706
  
Amortization of net actuarial loss
    
—
      
47
  
Amortization of prior service cost
    
615
      
568
  
Net periodic benefit cost
  
$
2,181
    
$
2,281
  
                 
             
 
    Employer contributions for postretirement medical benefits paid were $32 for the three months ended March 31, 2008 and 2007. Employee contributions are not expected to be made and the Plan is unfunded.
 
    Two of the Company’s subsidiaries are required to make contributions to the 1974 UMWA Pension Plan and Trust and/or the 1993 UMWA Benefit Plan.  The contributions that the Company made to these plans were $45 and $25 for the three months ended March 31, 2008 and 2007, respectively.
 
- 11 -
 
(12) Comprehensive Income
 
    Total comprehensive income is as follows for the three months ended March 31, 2008:
 
Net Income
  
$
25,530
  
Change in fair value of cash flow hedge, net of tax effect of ($1,578) for the period
    
(4,831
)
Change in SFAS No. 158 adjustment related to postretirement medical obligations, net of tax effect of $151 for the period
    
464
  
Change in SFAS No. 158 adjustment related to black lung obligations, net of tax effect of $6 for the period
    
17
  
Total comprehensive income
  
$
21,180
  
         
 
    The following table summarizes the components of accumulated other comprehensive loss at March 31, 2008:
 
Fair value of cash flow hedge, net of tax effect of $5,435
  
$
16,564
  
SFAS No. 158 adjustment related to postretirement medical obligations, net of tax effect of $3,102
    
9,440
  
SFAS No. 158 adjustment related to black lung obligations, net of tax effect of $209
    
636
  
Total accumulated other comprehensive loss
  
$
26,640
  
         
 
(13) Commitments and Contingencies

(a) Guarantees and Financial Instruments with Off-balance Sheet Risk
 
   In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. No liabilities related to these arrangements are reflected in the Company's condensed consolidated balance sheets. Management does not expect any material losses to result from these guarantees or off-balance sheet financial instruments. The amount of bank letters of credit outstanding as of March 31, 2008 was $88,195. The amount of surety bonds outstanding at March 31, 2008 related to the Company's reclamation obligations is presented in Note 7 to the condensed consolidated financial statements. The Company has provided guarantees for equipment financing obtained by certain of its contract mining operators totaling approximately $780 as of March 31, 2008. The estimated fair value of these guarantees is not significant.
 
(b) Litigation
     
    The Company is a party to a number of legal proceedings incident to our normal business activities. While we cannot predict the outcome of these proceedings, we do not believe that any liability arising from these matters individually or in the aggregate should have a material impact upon our consolidated cash flows, results of operations or financial condition.

    Nicewonder Litigation
 
    In December 2004, prior to our Nicewonder Acquisition in October 2005, the Affiliated Construction Trades Foundation brought an action against the West Virginia Department of Transportation, Division of Highways (“WVDOH”) and Nicewonder Contracting, Inc. ("NCI"), which became our wholly-owned indirect subsidiary after the Nicewonder Acquisition, in the United States District Court in the Southern District of West Virginia. The plaintiff sought a declaration that the contract between NCI and the State of West Virginia related to NCI's road construction project was illegal as a violation of applicable West Virginia and federal competitive bidding and prevailing wage laws. The plaintiff also sought an injunction prohibiting performance of the contract but has not sought monetary damages. 
 
    On September 5, 2007, the Court ruled that WVDOH and the Federal Highway Administration (which is now a party to the suit) could not, under the circumstances of this case, enter into a contract not requiring the contractor to pay the prevailing wages as required by the Davis-Bacon Act. Although the Court has not yet decided what remedy it will impose, the Company expects a ruling before mid-2008.  The Company anticipates that the most likely remedy is a directive that the contract be renegotiated for such payment. If that renegotiation occurs, WVDOH has committed to agree, and NCI has a contractual right to insist, that additional costs resulting from the order will be reimbursed by WVDOH and as such neither NCI nor the Company believe, at this time, that they have any monetary expense from this ruling. As of March 31, 2008, the Company had a $6,600 long-term receivable for the recovery of these costs from WVDOH and a long-term liability for the obligations under the ruling.
 
- 12 -
 
(14) Segment Information
 
    The Company extracts, processes and markets steam and metallurgical coal from surface and deep mines for sale to electric utilities, steel and coke producers, and industrial customers. The Company operates only in the United States with mines in the Central Appalachian and Northern Appalachian regions. The Company has one reportable segment: Coal Operations, which as of March 31, 2008, consisted of 33 active underground mines and 24 surface mines located in Central Appalachia and Northern Appalachia. Coal Operations also includes the Company's purchased coal sales function, which markets the Company's Appalachian coal to domestic and international customers. The All Other category includes the Company's equipment sales and repair operations, as well as other ancillary business activities, including terminal services, trucking services, coal and environmental analysis services, and leasing of mineral rights.  In addition, the All Other category includes revenues from the operation of its road construction businesses which the Company acquired on October 26, 2005 as part of the Nicewonder Acquisition. The Corporate and Eliminations category includes general corporate overhead and the elimination of intercompany transactions. The revenue elimination amount represents inter-segment revenues. The Company evaluates the performance of its segment based on EBITDA which the Company defines as net income plus interest expense, income tax expense, and depreciation, depletion and amortization, less tax benefit and interest income.
 
    Segment operating results and capital expenditures for the three months ended March 31, 2008, and segment assets as of March 31, 2008 were as follows:

                   
Corporate
    
   
Coal
  
All
  
and
    
   
Operations
  
Other
  
Eliminations
  
Consolidated
Revenues
  
$
506,778
    
$
23,087
    
$
(12,959
)
  
$
516,906
  
Depreciation, depletion, and amortization
    
42,478
      
1,374
      
408
      
44,260
  
EBITDA
    
99,243
      
3,167
      
(15,354
)
    
87,056
  
Capital expenditures
    
31,406
      
2,031
      
360
      
33,797
  
Total assets
    
1,399,935
      
132,159
      
(276,154
)
    
1,255,940
  

    Segment operating results and capital expenditures for the three months ended March 31, 2007, and segment assets as of March 31, 2007 were as follows:

                   
Corporate
    
   
Coal
  
All
  
and
    
   
Operations
  
Other
  
Eliminations
  
Consolidated
Revenues
  
$
424,232
    
$
15,420
    
$
(9,061
)
  
$
430,591
  
Depreciation, depletion, and amortization
    
34,051
      
1,491
      
247
      
35,789
  
EBITDA
    
66,788
      
2,571
      
(13,236
)
    
56,123
  
Capital expenditures
    
40,661
      
3,504
      
412
      
44,577
  
Total assets
    
1,169,366
      
104,785
      
(143,015
)
    
1,131,136
  
 
    Reconciliation of total segment EBITDA to net income:

                 
   
Three Months Ended
  
   
March 31,
  
   
2008
    
2007
  
Total segment EBITDA
  
$
87,056
    
$
56,123
  
Interest expense
    
(10,087
)
    
(9,993
)
Interest income
    
789
      
637
  
Income tax expense
    
(7,968
)
    
(2,629
)
Depreciation, depletion and amortization
    
(44,260
)
    
(35,789
)
Net income
  
$
25,530
    
$
8,349
  
             
 
    The Company markets produced, processed, and purchased coal to customers in the United States and in international markets. Export revenues totaled $218,443, approximately 43% of total coal and freight revenues, for the three months ended March 31, 2008 and $146,482, approximately 35% of total coal and freight revenues, for the three months ended March 31, 2007.

- 13 -
 
(15) Supplemental Guarantor/Non-Guarantor Financial Information
 
    On June 28, 2007, Alpha NR Holding, Inc. ("Holdings") was merged into the Company and the Company became a parent guarantor of the Senior Notes. The payment obligations under the Senior Notes, issued jointly by our subsidiary ANR LLC and its wholly-owned subsidiary Alpha Natural Resource Capital Corp. in 2004, are unsecured, but are guaranteed fully and unconditionally on a joint and several basis by the Company and all its subsidiaries other than the issuers of the notes and our subsidiary, Gallatin.  The following financial information sets forth separate financial information with respect to the Company, the issuers, the guarantor subsidiaries and the non-guarantor subsidiary. The principal elimination entries eliminate investments in subsidiaries and certain intercompany balances and transactions.


ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                           
   
March 31, 2008
  
   
Parent
  
Co-Issuers
  
Guarantors
  
Non-Guarantor
  
Eliminations
  
Consolidated
  
Assets:
                          
Current assets:
                          
Cash and cash equivalents
   $ 42   $ 77,450   $ (20,776 ) $ 2,444   $ -   $ 59,160  
Trade accounts receivable, net
     -     -     196,160     451     (126 )   196,485  
Notes and other receivables
     2,480     68,520     22,360     1     (82,400 )   10,961  
Inventories
     -     -     89,014     387     -     89,401  
Due from affiliates
     -     -     402,168     -     (402,168 )   -  
Prepaid expenses and other current assets
     5,232     868     81,698     276     (272 )   87,802  
      Total current assets
     7,754     146,838     770,624     3,559     (484,966 )   443,809  
Property, plant, and equipment, net
     -     -     602,274     26,138     -     628,412  
Goodwill
     -     -     20,547     -     -     20,547  
Other intangibles, net
     -     -     5,560     2,840     -     8,400  
Deferred income taxes
     84,877     8,745     -     -     -     93,622  
Other assets
     406,562     1,033,651     47,387     974     (1,427,424 )   61,150  
      Total assets
   $ 499,193   $ 1,189,234   $ 1,446,392   $ 33,511   $ (1,912,390 ) $ 1,255,940  
                                       
Liabilities and Stockholder's Equity:
                                      
Current liabilities:
                                      
Current portion of long-term debt
   $ -   $ 14,900   $ 67,869   $ 2,056   $ (82,401 ) $ 2,424  
Note payable
     -     12,673     -     -     -     12,673  
Due to affiliates
     79,388     322,634     -     146     (402,168 )   -  
Trade accounts payable
     1,817     38     103,324     1,644     (126 )   106,697  
Deferred income tax
     8,505     -     -     -     -     8,505  
Accrued expenses and other current liabilities
     1,861     7,910     93,167     1,139     (548 )   103,529  
      Total current liabilities
     91,571     358,155     264,360     4,985     (485,243 )   233,828  
Long-term debt, net of current portion
     -     408,125     178     20,957     (3,812 )   425,448  
Workers' compensation benefit obligations
     -     -     8,586     -     -     8,586  
Postretirement medical benefit obligations
     -     -     55,345     -     -     55,345  
Asset retirement obligations
     -     -     83,665     -     -     83,665  
Deferred gains on sales of property interests
     -     -     2,963     -     -     2,963  
Other liabilities
     273     22,009     14,694     611     -     37,587  
      Total liabilities
     91,844     788,289     429,791     26,553     (489,055 )   847,422  
Minority interest
     -     -     -     1,169     -     1,169  
Stockholders' equity
     407,349     400,945     1,016,601     5,789     (1,423,335 )   407,349  
      Total liabilities and stockholders' equity
   $ 499,193   $ 1,189,234   $ 1,446,392   $ 33,511   $ (1,912,390 ) $ 1,255,940  
                                       

- 14 -
 
 
ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                           
   
December 31, 2007
  
   
Parent
  
Co-Issuers
  
Guarantors
  
Non-Guarantor
  
Eliminations
  
Consolidated
  
Assets:
                          
Current assets:
                          
Cash and cash equivalents
   $ 13   $ 62,991   $ (15,850 ) $ 7,211   $ -   $ 54,365  
Trade accounts receivable, net
     -     -     184,044     -     (75 )   183,969  
Notes and other receivables
     2,629     68,186     7,826     -     (67,500 )   11,141  
Inventories
     -     -     70,688     92     -     70,780  
Due from affiliates
     -     -     394,571     -     (394,571 )   -  
 Prepaid expenses and other current assets
     8,840     959     50,474     4     (323 )   59,954  
      Total current assets
     11,482     132,136     691,753     7,307     (462,469 )   380,209  
Property, plant, and equipment, net
     -     -     616,306     23,952     -     640,258  
Goodwill
     -     -     20,547     -     -     20,547  
Other intangibles, net
     -     -     6,132     3,244     -     9,376  
Deferred income taxes
     89,806     7,324     -     -     -     97,130  
Other assets
     373,195     986,912     51,195     880     (1,348,788 )   63,394  
      Total assets
   $ 474,483   $ 1,126,372   $ 1,385,933   $ 35,383   $ (1,811,257 ) $ 1,210,914  
                                       
Liabilities and Stockholder's Equity:
                                      
Current liabilities:
                                      
Current portion of long-term debt
   $ -   $ -   $ 68,023   $ 2,056   $ (67,500 ) $ 2,579  
Note payable
     -     18,883     -     -     -     18,883  
Due to affiliates
     81,295     313,172     -     104     (394,571 )   -  
Trade accounts payable
     162     208     93,263     2,207     (75 )   95,765  
Deferred income tax
     9,753     -     -     -     -     9,753  
 Accrued expenses and other current liabilities
     2,163     3,604     89,828     810     (323 )   96,082  
      Total current liabilities
     93,373     335,867     251,114     5,177     (462,469 )   223,062  
Long-term debt, net of current portion
     -     408,125     182     20,957     (3,813 )   425,451  
Workers' compensation benefit obligations
     -     -     9,055     -     -     9,055  
Postretirement medical benefit obligations
     -     -     53,811     -     -     53,811  
Asset retirement obligations
     -     -     83,020     -     -     83,020  
Deferred gains on sales of property interests
     -     -     3,176     -     -     3,176  
Other liabilities
     274     15,600     14,841     406     (191 )   30,930  
     Total liabilities
     93,647     759,592     415,199     26,540     (466,473 )   828,505  
Minority interest
     -     -     -     1,573     -     1,573  
Stockholders' equity
     380,836     366,780     970,734     7,270     (1,344,784 )   380,836  
     Total liabilities and stockholders' equity
   $ 474,483   $ 1,126,372   $ 1,385,933   $ 35,383   $ (1,811,257 ) $ 1,210,914  
                                       


 

ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
                         
 
  Three Months Ended March 31, 2008
  
 
Parent
  
Co-Issuers
  
Guarantors
  
Non-Guarantor
  
Eliminations
  
Consolidated
  
Revenues:
                        
Coal revenues
 $ -   $ -   $ 445,679   $ -   $ -   $ 445,679  
Freight and handling revenues
   -     -     59,172     -     -     59,172  
Other revenues
   -     -     11,475     580     -     12,055  
  Total revenues
   -     -     516,326     580     -     516,906  
Costs and expenses:
                                    
Cost of coal sales (exclusive of items shown separately below)
   -     -     359,846     -     -     359,846  
(Increase) decrease in fair value of derivative coal contracts, net
   -     -     (14,319 )   -     -     (14,319 )
Freight and handling costs
   -     -     59,172     -     -     59,172  
Cost of other revenues
   -     -     8,137     1,878     -     10,015  
Depreciation, depletion and amortization
   -     -     44,173     87     -     44,260  
  Selling, general and administrative expenses
  
 
                                
       (exclusive of depreciation and amortization shown separately above)
  
714
     2,219     12,391     30     -     15,354   
  Total costs and expenses
   714     2,219     469,400     1,995     -     474,328  
                                     
Income (loss) from operations
   (714 )   (2,219 )   46,926     (1,415 )   -     42,578  
Other income (expense):
                                    
Interest expense
   -     (10,083 )   (31 )   (193 )   220     (10,087 )
Interest income
   47     600     324     38     (220 )   789  
Equity earnings
   34,165     45,867     (1,481 )   -     (78,551 )   -  
Miscellaneous income, net
   -           129     -     -     129  
  Total other income (expense), net
   34,212     36,384     (1,059 )   (155 )   (78,551 )   (9,169 )
Income (loss) from continuing operations
                                    
before income taxes and minority interest
   33,498     34,165     45,867     (1,570 )   (78,551 )   33,409  
                                     
Income tax expense
   7,968     -     -     -     -     7,968  
Minority interest
   -     -     -     (89 )   -     (89 )
  Net income (loss)
 $ 25,530   $ 34,165   $ 45,867   $ (1,481 ) $ (78,551 ) $ 25,530  
                                     



ALPHA NATURAL RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
                         
 
  Three Months Ended March 31, 2007
  
 
Parent
  
Co-Issuers
  
Guarantors
  
Non-Guarantor
  
Eliminations
  
Consolidated
  
Revenues:
                        
Coal revenues
 $ -   $ -   $ 380,150   $ -   $ -   $ 380,150  
Freight and handling revenues
   -     -     43,211     -     -     43,211  
Other revenues
   -     -     7,230     -     -     7,230  
  Total revenues
   -     -     430,591     -     -     430,591  
Costs and expenses:
                                    
Cost of coal sales (exclusive of items shown separately below)
   -     -     312,273     -     -     312,273