Atlantic Coal Regulatory News (ATC)

Atlantic Coal plc / Index: AIM / Epic: ATC / Sector: Mining

26 September 2013

Atlantic Coal plc ("Atlantic" or the "Company")

Interim Results

Atlantic Coal, the AIM listed anthracite coal production and processing company with primary activities in Pennsylvania, USA, announces its results for the six months ended 30 June 2013.

Overview

· Increased profitability. A net profit of US$2,488,465 compared with a loss in H1 2012 of US$1,366,923

· Bolstered anthracite portfolio through the exercise of a lease option over the Pott and Bannon project which is estimated by the directors to hold extensive reserves and benefits from its close proximity to the Company's Stockton project

· Independent audit confirmed a 29% increase in clean coal reserves achieved at Stockton to 1.77 Mt, further detail of which is contained in our announcement dated 11 June 2013

· Cost savings achieved at Stockton through a new blasting programme

· 37.4% increase in clean coal production compared with H1 2012 (H1 2012 - 59,642 tons, H2 2013 - 81,965 tons) but with production scaled back in Q2 2013 in response to depressed prices and reductions in demand from industry

Post-period end

· Stockton mine currently working double shift in order to increase production to cater for anticipated increase in demand for the autumn/winter period

Atlantic Coal Managing Director Steve Best said, "This has been an exciting period with the Pott and Bannon site being brought into our Pennsylvania anthracite portfolio and having achieved substantially increased production compared with H1 2012. This has been against a background of falling prices and demand compared with last year but our flexible approach to operations at the Stockton Mine and continuing rigorous review of operations has enabled us to produce a healthy net profit. This has been particularly pleasing given the difficult market conditions. We remain very positive about the prospects for the Pennsylvania anthracite industry and are actively developing the Pott and Bannon mine plan with a view to commencing operations on site in the latter part of 2014. We also continue to look for new opportunities to acquire high quality, low ratio mining sites in the Pennsylvania anthracite belt that are either in, or can quickly be brought into, production as part of our strategy to become a major producer in Pennsylvania."

Chairman's statement

This has been a period of development for Atlantic Coal which has seen us add to our Pennsylvanian anthracite coal portfolio in line with our strategy to become a regional consolidator in this prime anthracite region. Production increased substantially (37.4%) on H1 2012 but this was against a background of depressed prices and reductions in demand from industry. We have, however, demonstrated the flexibility of our productive Stockton Colliery operation by reducing production and increasing sales from stockpile and also continue to rigorously review operations to maximise efficient working. Against this background, we are delighted to have delivered a substantial profit in the period and we are confident that we are well placed to build our revenues again during the coming months, when we anticipate strengthened demand to create a more positive pricing environment.

We started the period with the exercise of our lease option over the 410 acre Pott and Bannon mine in Pennsylvania and this lease has now been completed. The region in which we operate is anthracite rich, politically stable and has a solid customer base, making acquisition opportunities attractive. We believe the Pott and Bannon site to have extensive reserves and, being located only 25 miles from the Company's Stockton Mine, which has established infrastructure and an experienced management team in place, we see this has an important transaction for Atlantic Coal. Further details on the Pott and Bannon site are contained in the announcement made on 21 January 2013.

The option to acquire additional anthracite mining assets in Pennsylvania, originally announced on 15 February 2012, expired in October 2012. This option was subsequently extended however during this time, and as announced on 13 May 2013, we were unable to reach an agreement acceptable to the Board. With this in mind, the Board made the decision not to pursue the transaction although, as stated above, we continue to look for new opportunities to acquire high quality, low ratio mining sites in the Pennsylvania anthracite belt that are either in, or can quickly be brought into, production. 

Operations review

Stockton Colliery

The producing Stockton Colliery is located in the Pennsylvanian Anthracite Coal Field and includes a wash plant. 

Having optimised the mining operations at Stockton through the successful diversion of the railroad previously running through the tenure, the first quarter of 2013 started positively with increased production in comparison with the corresponding period in the 2012. In Q2 2013, in response to a combination of the usual fall off in demand in the spring and also to softening prices and reduced demand from industry, we reduced our costs by scaling back mining operations and sold instead from stockpiles on site. However, I am pleased to report that we are now running the mine with double shifts in anticipation of higher sales volumes and prices as we approach the winter season.

A strong element of our strategy is to maintain the mine's efficiency and, during the period, our newly appointed mine manager and plant manager have undertaken a rigorous review. Of particular note is their re-assessment and re-design of blasting operations which has reduced blasting costs by 40%. We are currently blasting and excavating circa 4 million cubic yards of overburden a year and we estimate that, at this level, the new blasting programme would give operational savings of approximately US$1.6 million in a full year.

Another positive development during the period was that, as announced on 11 June 2013, we increased our clean coal reserve base by 29 per cent. to 1.777 million tons from 1.375 million tons. The upgrade was part of the annual audit of Stockton by independent consultant John T. Boyd Company. The re-assessment follows the 2012 record production of 161,659 tons and therefore, were that to be taken into account, then it would represent an effective increase of over 560,000 tons on the 31 December 2011 reserve base (equivalent to a 41.0 per cent. increase). We estimate that this increase will extend the life of Stockton by approximately four years from 2020 to 2024 based on the 2012 production figure. The revised estimate was subject to completion of drilling to confirm the extent of prior by-passed coal on the south wall of the mine and development of an updated mine plan for recovery of remaining coal.

Pott and Bannon

Having exercised our lease option over the 410 acre Pott and Bannon site in January 2013, we have been progressing the mine planning and engineering process with a view to commencing mining operations in the latter part of 2014.

On acquisition of the project, and as announced on 3 January 2012, at that time the Directors believed that the property could contain up to 13.6 million tons run-of-mine ("ROM") coal, equating to approximately 4.1 million tons of washed, saleable anthracite* based on information provided to the Company in a report, commissioned by the Reading Anthracite Company in January 1999 and prepared by John T. Boyd Company. The average strip ratio was estimated to be 3.9 ROM.*

* A qualified person is currently undertaking a reserve re-assessment together with mine planning and further announcements will be made at the appropriate time. There can be no guarantee that these figures remain accurate as at the date of this announcement or that the qualified person's report will reconfirm these numbers.

Financial review

Revenue increased substantially to US$10,477,123 (H1 2012: US$8,866,364) and we are reporting an increased gross profit of US$3,431,997 for the period (H1 2012: US$1,510,722). The Company made a profit for the period of US$2,488,465 compared with a loss in H1 2012 of US$1,366,923.

On 25 July 2013, we announced that we had signed a loan agreement with YA Global Master SPV Ltd under which Atlantic Coal can borrow up to US$5,000,000. This will enable us to maintain our development programme at Stockton and to commence operations at Pott and Bannon. The loan, which is available in tranches, the first two being for US$750,000 each and the balance subject to agreement, is backed by a Standby Equity Distribution agreement enabling Atlantic Coal to make repayments by the issue of shares rather than cash, if preferred.

Outlook

Atlantic has made a significant profit in difficult trading conditions and is now positioned to take maximum benefit from the expected improvement in US prices and the opportunities offered by export markets. 

We continue to focus on increasing our regional presence through the acquisition of prime assets in Pennsylvania, and having made solid progress to date, we hope to make further developments in the near to medium term. 

I would like to take this opportunity to thank our team, shareholders and associates for their support over recent months. We look forward to providing further updates at the appropriate time.

Adam Wilson

Chairman

For further information on the Company, visit www.atlanticcoal.com or contact:

All activities are classified as continuing.

Condensed Consolidated Statement of

Changes in Equity

Significant non-cash transactions

During the period ended 30 June 2013, the Group purchase various items of plant and equipment with an aggregate value of $428,077 (30 June 2012: $342,611) through finance leases.

On 21 January 2013, the Group announce that it had exercised its lease option over the fully permitted 410 acre Pott & Bannon anthracite property in New Castle Township, Schuylkill County, Pennsylvania. The acquisition price of US$6 million has been partly paid (US$500,000 in cash and US$1.8 million worth of coal delivered from Stockton). The balance will be paid partly in shares and partly by further coal deliveries in proportions to be agreed. In addition US$3.0 million of warrants in Atlantic Coal at 0.75 pence per share, exercisable within five years, will be issued.

Notes to the unaudited interim results

1. General information

The principal activity of Atlantic Coal plc ('the Company') and its subsidiary (together 'the Group') is the development and operation of the Stockton Colliery which comprises the Stockton Mine and an anthracite washing plant in Pennsylvania. There is no significant seasonality or cyclicality of the Group's operations between interim periods.

The Company's shares are listed on the AIM Market of the London Stock Exchange (AIM). The Company is incorporated and domiciled in the United Kingdom. The address of its registered office is 200 Strand, London WC2R 1DJ.

2. Basis of preparation

The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2012, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The interim financial information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Statutory financial statements for the year ended 31 December 2012 were approved by the Board of Directors on 3 June 2013 and delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified.

The 2013 interim financial report of the Company has not been audited but has been reviewed by the Company's auditor, PKF Littlejohn LLP, whose independent review report is included in this Interim Report.

Going concern

The Directors, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 30 June 2013.

Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Group's medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2012 Annual Report and Financial Statements, a copy of which is available on the Group's website: www.atlanticcoal.com. The key financial risks are liquidity risk, foreign exchange risk, credit risk, price risk and interest rate risk.

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 2 of the Group's 2012 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

3. Accounting policies

The same accounting policies, presentation and methods of computation have been followed in these condensed interim financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2012, except for the impact of the adoption of the Standards and interpretations described below.

3.1 Changes in accounting policy and disclosures

New and amended standards adopted by the Group:

IAS 1 (Amended), "Presentation of Items of Other Comprehensive Income" became effective during the period. Items in the consolidated statement of comprehensive income that may be reclassified to profit or loss in subsequent periods are now presented separately from items that will not be reclassified to profit or loss in subsequent periods.

IFRS 13, "Fair value measurement" became effective during the period. The standard requires specific disclosures on fair values, some of which replace existing disclosure requirements in IFRS 7, "Financial instruments: Disclosures". The fair values of cash and cash equivalents, trade and other receivables and trade and other payables approximate to their book values due to the short maturity periods of these financial instruments.

4. Loss for the period

Loss for the period includes the following items which are unusual because of their nature, size or incidence:

5. Dividends

No dividend is proposed for the period.

6. Loss per share

The calculation of profit per share of 0.06 cents (30 June 2012: 0.04 cents) is based on a retained profit of $2,488,465 for the period ended 30 June 2013 (30 June 2012: $1,366,923 loss) and the weighted average number of shares in issue in the period ended 30 June 2013 of 3,868,772,016 (30 June 2012: 3,868,772,016). The diluted earnings per share is the same as the basic earnings per share as they would have the same weighted average number of shares in issue.

Details of share options that could potentially dilute earnings per share in future periods are disclosed in note 8 to these condensed interim financial statements.

7. Property plant and equipment

During the period the Group acquired various items of mining equipment with an aggregate value of $428,077 (30 June 2012: $342,611). Assets with a net book value of $nil (30 June 2012: $57,989) were disposed of during the period.

8. Land, Coal Rights and Restoration Costs

The retirement and depreciation provision for the Stockton mine property is calculated using current cost estimates provided by an independent third party consultant. The current cost estimates are applied to the required reclamation activities up to the date of closure of the mine.

On 21 January 2013 the Company announced that it had exercised its lease option over the fully permitted 410 acre Pott & Bannon anthracite property in New Castle Township, Schuylkill County, Pennsylvania in consideration for a total sum payable of $6 million plus $3 million in warrants over Atlantic Coal new ordinary shares at 0.75 pence per share.

9. Called up share capital

There has been no movement in the authorised share capital during the period. The movements in issued share capital are as follows:

Share options and warrants

A reconciliation of the movements in the number of options and warrants outstanding and exercisable during the period is as follows:

On 21 January 2013 the Company announced that it had exercised its lease option over the fully permitted 410 acre Pott & Bannon anthracite property in New Castle Township, Schuylkill County, Pennsylvania. In addition US$3.0 million of warrants in Atlantic Coal at 0.75 pence per share, exercisable within five years, will be issued.

10. Borrowings

On 2 January 2013 Coal Contractors 1991, Inc. secured an extension and variation to existing loans from Mrs MC Best and Willoughby (465) Limited. Under the terms of the extension and variation the loans were extended until 30 April 2013 and the interest rate on both loans increased to 15%.

Subsequently, the existing loans from Mrs MC Best and Willoughby (465) Limited, were further extended 48 months commencing 15 May 2013, with a reduction in interest to 10% per annum from 1 May 2013. The loan is also now denominated in US dollars (previously sterling).

11. Events after balance sheet date

On 23 July 2013, the Group secured a loan of £750,000 with YA Global Master SPV Ltd, an investment fund managed by Yorkville Advisors Global LP under which YA Global Master SPV Ltd will provide an up to US$5 million loan facility backed by a standby equity distribution agreement ("SEDA") and subject to the issue of warrants. Please see the announcement made to the market on the 25 July 2013 for more details.

12. Approval of interim financial statements

The Condensed interim financial statements were approved by the Board of Directors on 20 September 2013.

13. Copies of report:

Copies of these Interim results will be sent to shareholders upon request. Otherwise, shareholders will be able to download a copy of the interim results from the Company's website www.atlanticcoal.com. Further copies will be available from the Company Secretary, Atlantic Coal Plc, 1, Mayford House, Old Elvet, Durham DH1 3HN 

Independent Review Report to Atlantic Coal Plc

Introduction

We have been engaged by Atlantic Coal Plc to review the condensed set of Financial Statements in the half-yearly financial report for the six months ended 30 June 2013 which comprise the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated balance sheet, consolidated statement of changes in equity, condensed consolidated cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of Financial Statements.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies.

The annual Financial Statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of Financial Statements included in this half-yearly financial report has been prepared in accordance with the requirements of the AIM Rules for Companies.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of Financial Statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the AIM Rules for Companies and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of Financial Statements in the half-yearly financial report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with the AIM Rules for Companies.

PKF Littlejohn LLP

Chartered Accountants and Registered Auditors

1 Westferry Circus

Canary Wharf

London

E14 4HD

20 September 2013