SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 333-59073
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P&L COAL HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-4004153
----------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Market Street, St. Louis, Missouri 63101-1826
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(Address of principal executive offices) (Zip Code)
(314) 342-3400
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X Yes No
<PAGE>
<TABLE>
P&L COAL HOLDINGS CORPORATION
UNAUDITED STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS
(In thousands)
Quarter Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 654,164 $ 660,429 $ 1,312,817 $ 1,302,001
Other revenues 23,427 17,914 37,795 40,742
--------------- --------------- --------------- ---------------
Total revenues 677,591 678,343 1,350,612 1,342,743
COSTS AND EXPENSES
Operating costs and expenses 558,405 550,641 1,108,963 1,086,185
Depreciation, depletion and amortization 60,809 62,084 121,276 127,667
Selling and administrative expenses 20,626 21,679 43,429 43,136
Net gain on property and equipment disposals (1,609) (2,764) (3,373) (2,915)
--------------- --------------- --------------- ---------------
OPERATING PROFIT 39,360 46,703 80,317 88,670
Interest expense 51,456 51,949 102,926 102,571
Interest income (1,194) (1,065) (5,754) (2,058)
--------------- --------------- --------------- ---------------
LOSS BEFORE INCOME TAXES AND
MINORITY INTERESTS (10,902) (4,181) (16,855) (11,843)
Income tax provision (benefit) (1,113) 150 (777) (983)
Minority interests 1,444 2,726 3,625 5,624
--------------- --------------- --------------- ---------------
LOSS FROM CONTINUING OPERATIONS (11,233) (7,057) (19,703) (16,484)
Discontinued operations:
Loss from discontinued operations, net of
income tax benefit of $346 and $1,497,
respectively - (1,036) - (4,489)
Gain from disposal of discontinued operations,
net of income tax provision of $1,060 and
$4,240, respectively 2,940 - 11,760 -
--------------- --------------- --------------- ---------------
NET LOSS $ (8,293) $ (8,093) $ (7,943) $ (20,973)
=============== =============== =============== ===============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
<TABLE>
P&L COAL HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
(Unaudited)
September 30, March 31,
2000 2000
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 55,434 $ 65,618
Accounts receivable, less allowance for doubtful accounts of $1,213
and $1,233, respectively 151,756 153,021
Materials and supplies 48,737 48,809
Coal inventory 174,150 193,341
Assets from coal and emission allowance trading activities 131,481 78,695
Deferred income taxes 49,869 49,869
Other current assets 41,101 43,192
--------------- ---------------
Total current assets 652,528 632,545
Property, plant, equipment and mine development, net of accumulated
depreciation, depletion and amortization of $507,754 and $411,270 respectively 4,718,339 4,815,510
Net assets of discontinued operations 15,510 90,000
Investments and other assets 277,216 288,794
--------------- ---------------
Total assets $ 5,663,593 $ 5,826,849
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings and current maturities of long-term debt $ 58,637 $ 57,977
Income taxes payable 8,837 13,594
Liabilities from coal and emission allowance trading activities 129,059 75,883
Accounts payable and accrued expenses 546,604 573,137
--------------- ---------------
Total current liabilities 743,137 720,591
Long-term debt, less current maturities 1,904,360 2,018,189
Deferred income taxes 613,146 625,124
Accrued reclamation and other environmental liabilities 477,129 502,092
Workers' compensation obligations 212,605 212,260
Accrued postretirement benefit costs 979,388 971,186
Obligation to industry fund 64,458 64,737
Other noncurrent liabilities 160,808 162,979
--------------- ---------------
Total liabilities 5,155,031 5,277,158
Minority interests 41,986 41,265
Stockholders' equity:
Preferred Stock - $0.01 per share par value; 10,000,000 shares
authorized, 5,000,000 shares issued and outstanding 50 50
Common Stock - Class A, $0.01 per share par value; 30,000,000 shares
authorized, 19,000,000 shares issued and outstanding 190 190
Common Stock - Class B, $0.01 per share par value; 3,000,000
shares authorized, 802,799 shares issued and 740,943 outstanding as of
September 30, 2000; 3,000,000 shares authorized, 746,329 shares issued
and 684,473 shares outstanding as of March 31, 2000 8 7
Additional paid-in capital 485,436 485,037
Employee stock loans (2,522) (2,391)
Accumulated other comprehensive loss (46,843) (12,667)
Retained earnings 30,476 38,419
Treasury shares, at cost: 61,856 Class B shares (219) (219)
--------------- ---------------
Total stockholders' equity 466,576 508,426
--------------- ---------------
Total liabilities and stockholders' equity $ 5,663,593 $ 5,826,849
=============== ===============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
<TABLE>
P&L COAL HOLDINGS CORPORATION
UNAUDITED STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(In thousands)
Six Months Ended September 30,
2000 1999
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (7,943) $ (20,973)
Loss from discontinued operations - 4,489
Gain from disposal of discontinued operations (11,760) -
--------------- ---------------
Loss from continuing operations (19,703) (16,484)
Adjustments to reconcile loss from continuing operations to
net cash provided by continuing operations:
Depreciation, depletion and amortization 121,276 127,667
Deferred income taxes (10,760) (11,908)
Amortization of debt discount and debt issuance costs 8,497 8,362
Net gain on property and equipment disposals (3,373) (2,915)
Minority interests 3,625 5,624
Stock compensation 399 -
Changes in current assets and liabilities:
Sale of accounts receivable 25,000 -
Accounts receivable, net of sale (26,152) (7,901)
Materials and supplies (506) 1,142
Coal inventory 15,531 11,201
Net assets from coal and emission allowance trading activities 390 (1,891)
Other current assets (433) (12,697)
Accounts payable and accrued expenses (18,645) (18,675)
Income taxes payable (3,023) (695)
Accrued reclamation and related liabilities (22,036) (8,990)
Workers' compensation obligations 345 1,694
Accrued postretirement benefit costs 8,202 9,422
Obligation to industry fund (279) (840)
Other, net 3,067 (5,353)
--------------- ---------------
Net cash provided by continuing operations 81,422 76,763
Net cash used in discontinued operations - (3,185)
--------------- ---------------
Net cash provided by operating activities 81,422 73,578
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, equipment and mine development (97,028) (96,244)
Acquisition, net - (30,239)
Additions to advance mining royalties (8,879) (10,804)
Proceeds from property and equipment disposals 7,614 4,465
Proceeds from sale-leaseback transactions 35,089 24,245
--------------- ---------------
Net cash used in continuing operations (63,204) (108,577)
Net cash provided by discontinued operations 90,074 622
--------------- ---------------
Net cash provided by (used in) investing activities 26,870 (107,955)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short-term borrowings 4,348 5,205
Proceeds from long-term debt 5,013 12,317
Payments of long-term debt (123,813) (35,107)
Distributions to minority interests (2,904) (1,434)
--------------- ---------------
Net cash used in continuing operations (117,356) (19,019)
Net cash used in discontinued operations - (8,731)
--------------- ---------------
Net cash used in financing activities (117,356) (27,750)
Effect of exchange rate changes on cash and cash equivalents (1,120) 172
--------------- ---------------
Net decrease in cash and cash equivalents (10,184) (61,955)
Cash and cash equivalents at beginning of period 65,618 194,078
--------------- ---------------
Cash and cash equivalents at end of period $ 55,434 $ 132,123
=============== ===============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
P&L COAL HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying condensed consolidated financial statements include the
consolidated operations and balance sheets of P&L Coal Holdings Corporation (the
"Company"), also known as Peabody Group. These financial statements include the
subsidiaries of Peabody Holding Company, Inc. ("Peabody Holding Company"), Gold
Fields Mining Corporation ("Gold Fields") which owns Lee Ranch Coal Company
("Lee Ranch"), and Peabody Resources Holdings Pty Ltd. ("Peabody Resources"), an
Australian company.
The accompanying condensed consolidated financial statements as of and for the
quarter and six months ended September 30, 2000 and 1999, and the notes thereto,
are unaudited. However, in the opinion of management, these financial statements
reflect all adjustments necessary for a fair presentation of the results of the
periods presented. The results of operations for the quarter and six months
ended September 30, 2000 are not necessarily indicative of the results to be
expected for the full year.
(2) Comprehensive Income
The following table sets forth the components of comprehensive loss for the
quarter and six months ended September 30, 2000 and 1999 (in thousands):
<TABLE>
Quarter Ended Six Months Ended
September 30, September 30,
------------------------------- -------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net loss $ (8,293) $ (8,093) $ (7,943) $ (20,973)
Foreign currency translation adjustment (29,522) (5,718) (34,176) 6,750
--------------- --------------- --------------- ---------------
Comprehensive loss $ (37,815) $ (13,811) $ (42,119) $ (14,223)
=============== =============== =============== ===============
</TABLE>
(3) Business Segments
The Company's industry and geographic data for continuing operations were as
follows (in thousands):
<TABLE>
Quarter Ended Six Months Ended
September 30, September 30,
------------------------------- -------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
U.S. Mining $ 604,876 $ 621,672 $ 1,208,379 $ 1,244,408
Non U.S. Mining 72,715 56,671 142,027 98,271
Other - - 206 64
--------------- --------------- --------------- ---------------
$ 677,591 $ 678,343 $ 1,350,612 $ 1,342,743
=============== =============== =============== ===============
Operating profit (loss):
U.S. Mining $ 18,564 $ 35,126 $ 46,687 $ 67,113
Non U.S. Mining 12,827 11,846 25,476 22,184
Other 7,969 (269) 8,154 (627)
--------------- --------------- --------------- ---------------
$ 39,360 $ 46,703 $ 80,317 $ 88,670
=============== =============== =============== ===============
Revenues:
United States $ 604,876 $ 621,672 $ 1,208,585 $ 1,244,472
Non U.S. 72,715 56,671 142,027 98,271
--------------- --------------- --------------- ---------------
$ 677,591 $ 678,343 $ 1,350,612 $ 1,342,743
=============== =============== =============== ===============
Operating profit:
United States $ 26,533 $ 34,857 $ 54,841 $ 66,486
Non U.S. 12,827 11,846 25,476 22,184
--------------- --------------- --------------- ---------------
$ 39,360 $ 46,703 $ 80,317 $ 88,670
=============== =============== =============== ===============
</TABLE>
<PAGE>
(4) Commitments and Contingencies
Environmental Claims
Environmental claims have been asserted against a subsidiary of the Company at
19 sites in the United States. Some of these claims are based on the
Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended, and on similar state statutes. The majority of these sites are related
to activities of former subsidiaries of the Company.
The Company's policy is to accrue environmental cleanup-related costs of a
noncapital nature when those costs are believed to be probable and can be
reasonably estimated. The quantification of environmental exposures requires an
assessment of many factors, including changing laws and regulations,
advancements in environmental technologies, the quality of information available
related to specific sites, the assessment stage of each site investigation,
preliminary findings and the length of time involved in remediation or
settlement. For certain sites, the Company also assesses the financial
capability of other potentially responsible parties and, where allegations are
based on tentative findings, the reasonableness of the Company's apportionment.
The Company has not anticipated any recoveries from insurance carriers or other
potentially responsible third parties in its Consolidated Balance Sheets. The
liabilities for environmental cleanup-related costs recorded in the Consolidated
Balance Sheet at September 30, 2000 were $48.8 million. This amount represents
those costs that the Company believes are probable and reasonably estimable. In
the event that future remediation expenditures are in excess of amounts accrued,
management does not anticipate that they will have a material adverse effect on
the financial position, results of operations or liquidity of the Company.
Other
In addition, the Company at times becomes a party to claims, lawsuits,
arbitration proceedings and administrative procedures in the ordinary course of
business. Management believes that the ultimate resolution of pending or
threatened proceedings will not have a material effect on the financial
position, results of operations or liquidity of the Company.
(5) Discontinued Operations
In August 2000, the Company completed the sale of Citizens Power to Edison
Mission Energy, along with the monetization of a portion of Citizens' interests
in certain power contract assets. Net proceeds of $90.1 million received from
the sale were used to repay long-term debt. As of September 30, 2000 the
Company's investment in discontinued operations was $15.5 million, which
represents the estimated net proceeds from the monetization of the Company's
remaining interest in power contracts to be sold as part of the final wind-down
of the subsidiary's operations.
(6) Supplemental Guarantor/Non-Guarantor Financial Information
In accordance with the indentures governing the Senior Notes and Senior
Subordinated Notes, certain wholly owned U.S. subsidiaries of the Company have
fully and unconditionally guaranteed the Senior Notes and Senior Subordinated
Notes on a joint and several basis. Separate financial statements and other
disclosures concerning the Guarantor Subsidiaries are not presented because
management believes that such information is not material to investors. The
following condensed historical financial statement information is provided for
such Guarantor/Non-Guarantor Subsidiaries.
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Operations
For the Quarter Ended September 30, 2000
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Total revenues $ - $ 481,373 $ 203,010 $ (6,792) $ 677,591
Costs and expenses:
Operating costs and expenses - 406,676 158,521 (6,792) 558,405
Depreciation, depletion and amortization - 43,509 17,300 - 60,809
Selling and administrative expenses 148 16,367 4,111 - 20,626
Net gain on property and equipment
disposals - (1,605) (4) - (1,609)
Interest expense 40,634 22,607 5,315 (17,100) 51,456
Interest income (17,100) (1,012) (182) 17,100 (1,194)
--------------- --------------- --------------- --------------- ---------------
Income (loss) before income taxes and
minority interests (23,682) (5,169) 17,949 - (10,902)
Income tax provision (benefit) (6,271) (1,069) 6,227 - (1,113)
Minority interests - - 1,444 - 1,444
--------------- --------------- --------------- --------------- ---------------
Income (loss) from continuing operations (17,411) (4,100) 10,278 - (11,233)
Discontinued operations:
Gain from disposal of discontinued
operations, net of income taxes - 2,940 - - 2,940
--------------- --------------- --------------- --------------- ---------------
Net income (loss) $ (17,411) $ (1,160) $ 10,278 $ - $ (8,293)
=============== =============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Operations
For the Quarter Ended September 30, 1999
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Total revenues $ - $ 500,417 $ 179,717 $ (1,791) $ 678,343
Costs and expenses:
Operating costs and expenses - 421,115 131,317 (1,791) 550,641
Depreciation, depletion and amortization - 44,792 17,292 - 62,084
Selling and administrative expenses (38) 17,124 4,593 - 21,679
Net gain on property and equipment
disposals - (2,730) (34) - (2,764)
Interest expense 33,862 12,197 5,890 - 51,949
Interest income - (957) (108) - (1,065)
--------------- --------------- --------------- --------------- ---------------
Income (loss) before income taxes and
minority interests (33,824) 8,876 20,767 - (4,181)
Income tax provision (benefit) (10,224) 3,206 7,168 - 150
Minority interests - - 2,726 - 2,726
--------------- --------------- --------------- --------------- ---------------
Income (loss) from continuing operations (23,600) 5,670 10,873 - (7,057)
Discontinued operations:
Loss from discontinued operations,
net of income taxes - - (1,036) - (1,036)
--------------- --------------- --------------- --------------- ---------------
Net income (loss) $ (23,600) $ 5,670 $ 9,837 $ - $ (8,093)
=============== =============== =============== =============== ===============
</TABLE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Operations
For the Six Months Ended September 30, 2000
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Total revenues $ - $ 962,337 $ 405,348 $ (17,073) $ 1,350,612
Costs and expenses:
Operating costs and expenses - 812,800 313,236 (17,073) 1,108,963
Depreciation, depletion and amortization - 86,437 34,839 - 121,276
Selling and administrative expenses 256 33,743 9,430 - 43,429
Net gain on property and equipment
disposals - (2,841) (532) - (3,373)
Interest expense 82,668 44,862 9,596 (34,200) 102,926
Interest income (34,211) (5,396) (347) 34,200 (5,754)
--------------- --------------- --------------- --------------- ---------------
Income (loss) before income taxes and
minority interests (48,713) (7,268) 39,126 - (16,855)
Income tax provision (benefit) (12,554) (1,595) 13,372 - (777)
Minority interests - - 3,625 - 3,625
--------------- --------------- --------------- --------------- ---------------
Income (loss) from continuing operations (36,159) (5,673) 22,129 - (19,703)
Discontinued operations:
Gain from disposal of discontinued
operations, net of income taxes 88 11,672 - - 11,760
--------------- --------------- --------------- --------------- ---------------
Net income (loss) $ (36,071) $ 5,999 $ 22,129 $ - $ (7,943)
=============== =============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Operations
For the Six Months Ended September 30, 1999
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Total revenues $ - $ 1,004,646 $ 341,394 $ (3,297) $ 1,342,743
Costs and expenses:
Operating costs and expenses - 841,430 248,052 (3,297) 1,086,185
Depreciation, depletion and amortization - 94,845 32,822 - 127,667
Selling and administrative expenses - 33,832 9,304 - 43,136
Net gain on property and equipment
disposals - (2,891) (24) - (2,915)
Interest expense 78,056 14,513 10,002 - 102,571
Interest income - (1,868) (190) - (2,058)
--------------- --------------- --------------- --------------- ---------------
Income (loss) before income taxes and
minority interests (78,056) 24,785 41,428 - (11,843)
Income tax provision (benefit) (21,236) 6,431 13,822 - (983)
Minority interests - - 5,624 - 5,624
--------------- --------------- --------------- --------------- ---------------
Income (loss) from continuing operations (56,820) 18,354 21,982 - (16,484)
Discontinued operations:
Loss from discontinued operations,
net of income taxes - - (4,489) - (4,489)
--------------- --------------- --------------- --------------- ---------------
Net income (loss) $ (56,820) $ 18,354 $ 17,493 $ - $ (20,973)
=============== =============== =============== =============== ===============
</TABLE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Consolidated Balance Sheets
As of September 30, 2000
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 28 $ 42,961 $ 12,445 $ - $ 55,434
Accounts receivable 1,956 87,569 119,871 (57,640) 151,756
Inventories - 177,126 45,761 - 222,887
Assets from coal and emission allowance
trading activities - 131,481 - - 131,481
Deferred income taxes - 49,869 - - 49,869
Other current assets 1,439 9,516 30,146 - 41,101
--------------- --------------- --------------- --------------- ---------------
Total current assets 3,423 498,522 208,223 (57,640) 652,528
Property, plant, equipment and mine
development - at cost - 4,378,516 847,577 - 5,226,093
Less accumulated depreciation,
depletion and amortization - (400,796) (106,958) - (507,754)
--------------- --------------- --------------- --------------- ---------------
- 3,977,720 740,619 - 4,718,339
Net assets of discontinued operations - 15,510 - - 15,510
Investments and other assets 2,028,592 1,262,951 257,849 (3,272,176) 277,216
--------------- --------------- --------------- --------------- ---------------
Total assets $ 2,032,015 $ 5,754,703 $ 1,206,691 $ (3,329,816) $ 5,663,593
=============== =============== =============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings and current
maturities of long-term debt $ - $ 20,401 $ 38,236 $ - $ 58,637
Payable to affiliates, net (5,926) 9,079 (3,153) - -
Income taxes payable - 486 8,351 - 8,837
Liabilities from coal and emission allowance
trading activities - 129,059 - - 129,059
Accounts payable and accrued expenses 93,551 404,474 106,219 (57,640) 546,604
--------------- --------------- --------------- --------------- ---------------
Total current liabilities 87,625 563,499 149,653 (57,640) 743,137
Long-term debt, less current maturities 1,477,814 166,479 260,067 - 1,904,360
Deferred income taxes - 562,814 50,332 - 613,146
Other noncurrent liabilities - 1,854,099 40,289 - 1,894,388
--------------- --------------- --------------- --------------- ---------------
Total liabilities 1,565,439 3,146,891 500,341 (57,640) 5,155,031
Minority interests - - 41,986 - 41,986
Stockholders' equity 466,576 2,607,812 664,364 (3,272,176) 466,576
--------------- --------------- --------------- --------------- ---------------
Total liabilities and stockholders'
equity $ 2,032,015 $ 5,754,703 $ 1,206,691 $ (3,329,816) $ 5,663,593
=============== =============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Consolidated Balance Sheets
As of March 31, 2000
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 347 $ 45,931 $ 19,340 $ - $ 65,618
Accounts receivable 1,605 95,055 92,083 (35,722) 153,021
Inventories - 187,965 54,185 - 242,150
Assets from coal and emission allowance
trading activities - 78,695 - - 78,695
Deferred income taxes - 49,869 - - 49,869
Other current assets 1,282 14,351 27,559 - 43,192
--------------- --------------- --------------- --------------- ---------------
Total current assets 3,234 471,866 193,167 (35,722) 632,545
Property, plant, equipment and mine
development - at cost - 4,360,648 866,132 - 5,226,780
Less accumulated depreciation,
depletion and amortization - (323,870) (87,400) - (411,270)
--------------- --------------- --------------- --------------- ---------------
- 4,036,778 778,732 - 4,815,510
Net assets of discontinued operations 900 89,100 - - 90,000
Investments and other assets 1,883,781 1,444,307 208,095 (3,247,389) 288,794
--------------- --------------- --------------- --------------- ---------------
Total assets $ 1,887,915 $ 6,042,051 $ 1,179,994 $ (3,283,111) $ 5,826,849
=============== =============== =============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings and current
maturities of long-term debt $ - $ 21,122 $ 36,855 $ - $ 57,977
Payable to affiliates, net (284,294) 319,473 (35,179) - -
Income taxes payable - 521 13,073 - 13,594
Liabilities from coal and emission allowance
trading activities - 75,883 - - 75,883
Accounts payable and accrued expenses 76,066 416,505 116,288 (35,722) 573,137
--------------- --------------- --------------- --------------- ---------------
Total current liabilities (208,228) 833,504 131,037 (35,722) 720,591
Long-term debt, less current maturities 1,587,717 162,116 268,356 - 2,018,189
Deferred income taxes - 567,918 57,206 - 625,124
Other noncurrent liabilities - 1,873,508 39,746 - 1,913,254
--------------- --------------- --------------- --------------- ---------------
Total liabilities 1,379,489 3,437,046 496,345 (35,722) 5,277,158
Minority interests - - 41,265 - 41,265
Stockholders' equity 508,426 2,605,005 642,384 (3,247,389) 508,426
--------------- --------------- --------------- --------------- ---------------
Total liabilities and stockholders'
equity $ 1,887,915 $ 6,042,051 $ 1,179,994 $ (3,283,111) $ 5,826,849
=============== =============== =============== =============== ===============
</TABLE>
<PAGE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Cash Flows
For the Six Months Ended September 30, 2000
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Consolidated
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities $ 16,216 $ 39,271 $ 25,935 $ 81,422
--------------- --------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, equipment and mine development - (49,295) (47,733) (97,028)
Additions to advance mining royalties - (2,766) (6,113) (8,879)
Proceeds from property and equipment disposals - 3,625 3,989 7,614
Proceeds from sale-leaseback transactions - 28,800 6,289 35,089
--------------- --------------- --------------- ---------------
Net cash used in continuing operations - (19,636) (43,568) (63,204)
Net cash provided by discontinued operations 604 89,470 - 90,074
--------------- --------------- --------------- ---------------
Net cash provided by (used in) investing activities 604 69,834 (43,568) 26,870
--------------- --------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short-term borrowings - - 4,348 4,348
Proceeds from long-term debt - - 5,013 5,013
Payments of long-term debt (110,000) (931) (12,882) (123,813)
Distributions to minority interests - - (2,904) (2,904)
Net change in due to/from affiliates 92,861 (111,144) 18,283 -
--------------- --------------- --------------- ---------------
Net cash provided by (used in) financing activities (17,139) (112,075) 11,858 (117,356)
Effect of exchange rate changes
on cash and equivalents - - (1,120) (1,120)
--------------- --------------- --------------- ---------------
Net decrease in cash and cash equivalents (319) (2,970) (6,895) (10,184)
Cash and cash equivalents at beginning of period 347 45,931 19,340 65,618
--------------- --------------- --------------- ---------------
Cash and cash equivalents at end of period $ 28 $ 42,961 $ 12,445 $ 55,434
=============== =============== =============== ===============
</TABLE>
<TABLE>
P&L Coal Holdings Corporation
Unaudited Supplemental Condensed Statements of Consolidated Cash Flows
For the Six Months Ended September 30, 1999
(In thousands)
Parent Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Consolidated
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by (used in) continuing operations $ (49,895) $ 65,077 $ 61,581 $ 76,763
Net cash used in discontinued operations - - (3,185) (3,185)
--------------- --------------- --------------- ---------------
Net cash provided by (used in) operating activities (49,895) 65,077 58,396 73,578
--------------- --------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant, equipment and mine development - (70,630) (25,614) (96,244)
Acquisition, net - - (30,239) (30,239)
Additions to advance mining royalties - (5,186) (5,618) (10,804)
Proceeds from property and equipment disposals - 3,773 692 4,465
Proceeds from sale-leaseback transactions - 24,245 - 24,245
--------------- --------------- --------------- ---------------
Net cash used in continuing operations - (47,798) (60,779) (108,577)
Net cash provided by discontinued operations - - 622 622
--------------- --------------- --------------- ---------------
Net cash used in investing activities - (47,798) (60,157) (107,955)
--------------- --------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in short-term borrowings - - 5,205 5,205
Proceeds from long-term debt - - 12,317 12,317
Payments of long-term debt (30,000) (59) (5,048) (35,107)
Distributions to minority interests - - (1,434) (1,434)
Net change in due to/from affiliates 79,915 (76,570) (3,345) -
--------------- --------------- --------------- ---------------
Net cash provided by (used in) continuing operations 49,915 (76,629) 7,695 (19,019)
Net cash used in discontinued operations - - (8,731) (8,731)
--------------- --------------- --------------- ---------------
Net cash provided by (used in) financing activities 49,915 (76,629) (1,036) (27,750)
Effect of exchange rate changes on cash and equivalents - - 172 172
--------------- --------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents 20 (59,350) (2,625) (61,955)
Cash and cash equivalents at beginning of period - 130,861 63,217 194,078
--------------- --------------- --------------- ---------------
Cash and cash equivalents at end of period $ 20 $ 71,511 $ 60,592 $ 132,123
=============== =============== =============== ===============
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
<TABLE>
Quarter Ended Six Months Ended
September 30, September 30,
------------------------------- -------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Revenues:
Sales $ 654,164 $ 660,429 $ 1,312,817 $ 1,302,001
Other revenues 23,427 17,914 37,795 40,742
--------------- --------------- --------------- ---------------
Total revenues 677,591 678,343 1,350,612 1,342,743
Operating costs and expenses 638,231 631,640 1,270,295 1,254,073
--------------- --------------- --------------- ---------------
Operating profit 39,360 46,703 80,317 88,670
Interest expense 51,456 51,949 102,926 102,571
Interest income (1,194) (1,065) (5,754) (2,058)
--------------- --------------- --------------- ---------------
Loss before income taxes
and minority interests (10,902) (4,181) (16,855) (11,843)
Income tax provision (benefit) (1,113) 150 (777) (983)
Minority interests 1,444 2,726 3,625 5,624
--------------- --------------- --------------- ---------------
Loss from continuing operations (11,233) (7,057) (19,703) (16,484)
Discontinued operations:
Gain (loss) from discontinued operations,
net of income tax 2,940 (1,036) 11,760 (4,489)
--------------- --------------- --------------- ---------------
Net loss $ (8,293) $ (8,093) $ (7,943) $ (20,973)
=============== =============== =============== ===============
Other Data:
Tons sold (In millions) 49.8 48.3 96.9 95.1
=============== =============== =============== ===============
EBITDA <F1> $ 100,169 $ 108,787 $ 201,593 $ 216,337
=============== =============== =============== ===============
Cash provided by (used in):
Operating activities $ 81,422 $ 73,578
Investing activities 26,870 (107,955)
Financing activities (117,356) (27,750)
</TABLE>
[FN]
<F1> EBITDA is defined as income from continuing operations before deducting net
interest expense, income taxes, minority interests and depreciation,
depletion and amortization. EBITDA has been reduced by costs associated
with reclamation, retiree health care and workers' compensation. EBITDA is
not a substitute for operating income, net income and cash flow from
operating activities as determined in accordance with generally accepted
accounting principles as a measure of profitability or liquidity. EBITDA is
presented as additional information because management believes it to be a
useful indicator of the Company's ability to meet debt service and capital
expenditure requirements. Because EBITDA is not calculated identically by
all companies, the presentation herein may not be comparable to other
similarly titled measures of other companies.
</FN>
<PAGE>
Quarter ended September 30, 2000
Sales. Sales for the quarter ended September 30, 2000 were $654.2 million, a
decrease of $6.3 million, or 0.9% from the prior year quarter. Overall sales
volume was 49.8 million tons for the current year quarter, compared to 48.3
million tons for the prior year quarter. Sales from broker and trading
activities increased $20.6 million, due to a continued increase in trading and
brokerage volume. Sales in the Powder River region increased $15.4 million, on
improved pricing and slightly higher volume over the prior year. Sales from
Black Beauty increased $6.1 million, due to the transition of sourcing for new
contracts from other Peabody mines to the 81.7%-owned joint venture, partially
offsetting the sales decrease in the Midwest region of $56.1 million from the
closure and suspension of three mines during the third quarter of the prior
fiscal year. Sales in Australia increased $5.5 million over the prior year, due
to the contribution of the Moura Mine ($9.1 million increase) acquired in August
1999, the ramp-up of the Bengalla Mine ($8.9 million increase) that began
production in April 1999 and continued strong demand for steam and metallurgical
coal in the Asia Pacific region, partially offset by unfavorable foreign
currency translation.
Other Revenues. Other revenues increased $5.5 million as compared to the second
quarter of fiscal year 2000, due mainly to higher revenues from engineering
services for underground mining projects in Australia.
Operating Profit. Operating profit was $39.4 million for the quarter ended
September 30, 2000, a decrease of $7.3 million, or 15.7% compared to the prior
year. A significant impact on current year results was the 63% per-gallon
increase in fuel prices, which decreased operating profit by $6.1 million during
the quarter. Operating profit in the Midwest declined $17.6 million as compared
to the prior year, due to the closure and suspension of three mines in the prior
year. Appalachia's operating profit declined $6.0 million, as prior year results
included a $4.6 million credit for Black Lung excise tax overpayments on export
shipments in prior periods. In addition, lower pricing due to the expiration of
a high-priced contract was partially offset by increased volume in Appalachia
from higher production in the current year. Black Beauty's operating profit was
$2.6 million below the prior year, due mainly to production difficulties
resulting from poor mining conditions at three mines, partially offset by the
contribution of two new mines that opened in November 1999 and April 2000,
respectively.
Partially offsetting these declines was an increase in the Powder River region
($8.9 million) due to higher demand-related volume and higher per-ton prices.
Additionally, the Southwest region improved $7.7 million due mainly to lower
costs as a result of higher production in the current year, as the prior year
production levels were lower in order to reduce stockpile levels. Finally, the
Company reduced its liability for environmental cleanup-related costs by $8.0
million based upon favorable experience.
Income Taxes. For the quarter ended September 30, 2000, the Company had an
income tax benefit of $1.1 million and a pretax loss of $10.9 million, compared
to income tax expense of $0.2 million and a pretax loss of $4.2 million in the
prior year. The Company's consolidated tax position is impacted by the
percentage depletion tax deduction utilized by the Company and its subsidiaries
that creates an alternative minimum tax situation, and the positive contribution
of its Australian operations that is taxed at a higher rate than the U.S.
operations. On a consolidated basis, the Australian income tax expense exceeded
the income tax benefit recorded on U.S. pretax losses in the prior year.
Income (Loss) from Discontinued Operations. During the quarter ended September
30, 2000 the Company recorded a $3.0 million adjustment, net of income taxes, to
reduce its estimated net loss from the sale of Citizens Power. This adjustment
reflected higher estimated proceeds from the monetization of Citizens' power
contracts as part of the wind-down of Citizens' operations.
Six Months ended September 30, 2000
Sales. Sales increased $10.8 million to $1,312.8 million for the six months
ended September 30, 2000. Overall sales volume was 96.9 million tons, compared
to 95.1 million tons in the prior year period. Sales in Australia increased
$31.5 million over the prior year, due to the contribution of the Moura Mine
($26.9 million increase) acquired in August 1999, the ramp-up of the Bengalla
Mine ($14.4 million increase) that began production in April 1999 and continued
strong demand for steam and metallurgical coal in the Asia Pacific region,
partially offset by unfavorable foreign currency translation. Sales in the
Powder River region increased $21.6 million, mainly due to improved pricing in
the Powder River Basin.
Black Beauty's sales increased $18.9 million, due to the higher volumes on
contracts transitioned from other Peabody mines, partially offsetting the sales
decrease in the Midwest of $107.0 million from the closure and suspension of
three mines during the prior fiscal year. The Southwest region's sales improved
$7.1 million, due to strong customer demand as a result of decreased
availability of hydroelectric power in the region, while sales in Appalachia
improved by $10.9 million as a result of improved performance at the region's
longwall operations. Finally, sales from broker and trading activities increased
$27.8 million, reflecting a continued increase in trading and brokerage volume.
Other Revenues. Other revenues for the six months ended September 30, 2000 were
$37.8 million, a decrease of $2.9 million compared to the prior year period.
Lower coal royalty income in the current year was only partially offset by an
increase in engineering services for underground mining projects in Australia.
Depreciation, Depletion and Amortization. For the six months ended September 30,
2000, depreciation, depletion and amortization was $121.3 million, a decrease of
$6.4 million compared to the prior year period. The prior year period included
$6.0 million of additional depletion associated with a new coal royalty
agreement in June 1999.
Operating Profit. For the six-month period, operating profit was $80.3 million,
a decrease of $8.4 million from the prior year period. The negative impact of a
55% per-gallon increase in fuel prices was $10.9 million for the six-month
period. At the U.S. mining operations, operating profit declined $31.8 million
mainly due to a decrease in the Midwest region of $30.1 million from the closure
and suspension of three mines in the prior year. In addition, Black Beauty's
operating profit decreased $1.9 million due to the operating difficulties
resulting from poor geologic conditions. Appalachia's operating profit decreased
$4.6 million from lower average pricing due to contract expirations and poor
mining conditions at certain underground operations, partially offset by
improved performance at the region's longwall operations.
Operating profit at Powder River region increased $11.2 million due to
demand-related volume and higher average pricing. In the Southwest region, an
increase of $9.5 million was realized as a result of higher sales volumes and
improved productivity in the current year. Australia's operating profit
increased $6.3 million, mainly due to higher volumes in the current year,
partially offset by a $3.0 million decline due to unfavorable exchange rate
movements.
The current year results also include a decrease in operating costs for a $8.0
million reduction in its liabilities for environmental cleanup-related costs
discussed above, and $9.1 million lower costs related to Black Lung excise tax
refund credits on export shipments. Beginning in 1997, the Company filed for
refund of these taxes on the basis that the tax was unconstitutional. In May
2000, the Internal Revenue Service issued guidelines for the refund of these
taxes. The Company has filed a claim and expects to receive a refund by the end
of the fiscal year.
Interest Income. Interest income increased $3.7 million to $5.8 million for the
six months ended September 30, 2000 as a result of the interest recorded in the
current year associated with the Black Lung excise tax refunds.
Income Taxes. For the six months ended September 30, 2000, the Company had an
effective income tax rate of 4.6%, compared to an effective income tax rate of
8.3% in the prior year. The decline in the effective income tax rate is due to
the higher profitability of the Australian operations in the current year.
Income (Loss) from Discontinued Operations. During the six-month period ended
September 30, 2000 the Company reduced its estimated net loss from the sale of
Citizens Power by $11.8 million, net of income taxes. This reduction reflected a
decrease in the estimated operating losses of Citizens Power during the disposal
period due to higher income from electricity trading activities driven by
increased volatility and prices for electricity in the western U.S. power
markets during the first quarter ($8.8 million) and higher estimated proceeds
from the monetization of power contracts as part of the wind-down of Citizens'
operations ($3.0 million).
Liquidity and Capital Resources
Net cash provided by operating activities increased $7.8 million to $81.4
million for the six months ended September 30, 2000, primarily due to a net
increase in working capital of $21.7 million. The Company added $25.0 million to
its securitization program in the first quarter of the fiscal year, bringing the
total amount of accounts receivable included in the securitization program to
$125.0 million.
Net cash provided by investing activities was $26.9 million for the current year
six-month period, compared to a cash use of $108.0 million in the same period in
1999. During the second quarter of the current year the Company received $90.1
million in net proceeds from the sale of Citizens Power, while the prior year
period includes a $30.2 million outflow for the acquisition of the Moura Mine in
Australia. In addition, proceeds from sale-leaseback activities were $10.8
million higher in the current year period. The Company had $93.1 million of
committed capital expenditures (primarily related to coal reserves and mining
equipment) at September 30, 2000. The Company anticipates funding these capital
expenditures through available cash and credit facilities.
Net cash used in financing activities was $117.4 million for the six months
ended September 30, 2000, as compared to $27.8 million in the prior year period.
The Company repaid $123.8 million of long-term debt during the current year
period, an increase of $88.7 million, as the proceeds from the sale of Citizens
Power were used to reduce the Company's leverage position.
<PAGE>
As of September 30, 2000, the Company had total indebtedness of $1,963.0
million, consisting of the following (in thousands):
Term loans under Senior Credit Facility $ 580,000
9.625% Senior Subordinated Notes
("Senior Subordinated Notes") due 2008 498,790
8.875% Senior Notes ("Senior Notes") due 2008 399,015
5.0% Subordinated Note 184,907
Project finance facility 80,379
Unsecured revolving credit agreement 41,587
Capital lease obligations 21,315
Other 157,004
---------------
$ 1,962,997
===============
The Senior Credit Facility includes a Revolving Credit Facility that provides
for aggregate borrowings of up to $200.0 million and letters of credit of up to
$280.0 million. The Revolving Credit Facility commitment matures in fiscal year
2005. As of September 30, 2000, the Company had no borrowings outstanding under
the Revolving Credit Facility.
Interest rates on the revolving loans under the Revolving Credit Facility are
based on the Base Rate (as defined in the Senior Credit Facilities), or LIBOR
(as defined in the Senior Credit Facilities) at the Company's option. As of
September 30, 2000, the Company had in place two interest rate swaps on $500
million of term loans outstanding under the Senior Credit facility - a $200
million interest rate swap that fixes LIBOR at approximately 4.7% and expires on
October 5, 2000, and a $300 million interest rate swap that fixes LIBOR at
approximately 7.0% and expires on October 5, 2001. After giving effect to the
October 5, 2000 swap expiration, approximately 52% of the term loans outstanding
under the Senior Credit Facility are fixed as of September 30, 2000.
The Revolving Credit Facility and related Term Loan Facility also contain
certain restrictions and limitations including but not limited to financial
covenants that will require the Company to maintain and achieve certain levels
of financial performance and limit the payment of cash dividends and similar
restricted payments. In addition, the Senior Credit Facility prohibits the
Company from allowing its Restricted Subsidiaries (which include all Guarantors)
to create or otherwise cause any encumbrance or restriction on the ability of
any such Restricted Subsidiary to pay any dividends or make certain other
upstream payments subject to certain exceptions. The Company was in compliance
with all of the restrictive covenants of its loan agreements as of September 30,
2000.
The indentures governing the Senior Notes and Senior Subordinated Notes permit
the Company and its Restricted Subsidiaries to incur additional indebtedness,
including secured indebtedness, subject to certain limitations. In addition,
among other customary restrictive covenants, the indentures prohibit the Company
and its Restricted Subsidiaries from creating or otherwise causing any
encumbrance or restriction on the ability of any Restricted Subsidiary that is
not a Guarantor to pay dividends or to make certain other upstream payments to
the Company or any of its Restricted Subsidiaries (subject to certain
exceptions).
Certain of the Company's subsidiaries maintain short-term lines and other
working capital borrowing facilities. Total commitments under such subsidiary
facilities totaled approximately $160.0 million and borrowings thereunder
totaled approximately $53.5 million as of September 30, 2000. In addition,
certain subsidiaries have long-term debt outstanding under various agreements.
These agreements contain certain customary restrictive covenants, including
limitations on additional debt, dividends and investments.
As of September 30, 2000, the revolving and working capital borrowing facilities
referred to above totaled $360.0 million, and borrowings thereunder totaled
$53.5 million.
Other
Mine Closure. In October 2000, the Camp No. 1 mine was closed due to the
depletion of its economically mineable reserves. This mine shipped 3.0 million
tons in fiscal year 2000. The Company does not anticipate a material adverse
effect on its results of operations, financial condition or liquidity from the
mine closure since the requirements of the mine's customers will be met by other
mines of the Company or its affiliates.
Strategic Review of Australian Operations. On August 8, 2000, the Company
announced that it will engage outside advisors to conduct a review of strategic
alternatives to maximize the value of its Australian subsidiary, Peabody
Resources Limited. The Company expects the review will be completed by the end
of the fiscal year.
<PAGE>
Recent Accounting Pronouncements. In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 (as amended by SFAS Nos. 137 and 138) requires
the recognition of all derivatives as assets or liabilities within the balance
sheet, and requires both the derivatives and the underlying exposure to be
recorded at fair value. Any gain or loss resulting from changes in fair value
will be recorded as part of the results of operations, or as a component of
comprehensive income or loss, depending upon the intended use of the derivative.
The effective date of SFAS No. 133 is for all fiscal quarters of fiscal years
beginning after June 15, 2000 (effective April 1, 2001 for the Company). The
Company continues to evaluate the requirements of SFAS No. 133 and the impact of
adoption on the consolidated financial statements has not yet been determined.
Forward Looking Statements
This quarterly report and certain press releases and statements the Company
makes from time to time include statements of the Company's and management's
expectations, intentions, plans and beliefs that constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and are intended to come
within the safe harbor protection provided by those sections. Forward looking
statements involve risks and uncertainties, and a variety of factors could cause
actual results to differ materially from the Company's current expectations,
including but not limited to: coal and power market conditions and fluctuations
in the demand for coal as an energy source, weather conditions, the continued
availability of long-term coal supply contracts, railroad performance, foreign
currency translation, changes in economic conditions, changes in mining costs
for labor, fuel and operational reasons, changes in the government regulation of
the mining industry, risks inherent to mining, changes in the Company's leverage
position, the ability to successfully implement operating strategies and other
factors discussed in the Company's filings with the Securities and Exchange
Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the results of any revisions to such forward
looking statements that may be made to reflect events or circumstances after the
date hereof, or thereof, as the case may be, or to reflect the occurrence of
anticipated events.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
See the Exhibit Index at page 21 of this report.
(b) Reports on Form 8-K.
On August 8, 2000, the Company filed a Form 8-K that contained a news
release announcing it will engage outside advisors to assist in
evaluating its options to maximize the value of its Australian coal
holdings.
<PAGE>
SIGNATURE
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.
P&L COAL HOLDINGS CORPORATION
Date:November 13, 2000 By: /s/ RICHARD A. NAVARRE
--------------------------------------
Richard A. Navarre
Vice President and Chief Financial Officer
(Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
Exhibit
No. Description of Exhibit
------- ----------------------
3.1 Second Amended and Restated Certificate of Incorporation of P&L Coal
Holdings Corporation (Incorporated by reference to Exhibit 3.1 of the
Company's Form 10-Q for the third quarter ended December 31, 1998).
3.2 By-Laws of P&L Coal Holdings Corporation (Incorporated by reference to
Exhibit 3.2 of the Company's Form S-4 Registration Statement No.
333-59073).
10.19 Purchase and Sale Agreement by and among Edison Mission Energy, P&L
Coal Holdings Corporation and Gold Fields Mining Corporation dated as
of May 10, 2000.
27 Financial Data Schedule (filed electronically with the SEC only).
