Dilution
If you invest in our common stock, you will experience dilution
to the extent of the difference between the public offering
price per share you pay in this offering and the pro forma net
tangible book value per share of our common stock immediately
after this offering.
Our pro forma net tangible book value as of March 31, 2005,
pro forma for the Anker and CoalQuest acquisitions, equaled
approximately
$ million,
or
$ per
share of common stock. Pro forma net tangible book value per
share of common stock is equal to the amount of our total
tangible assets (total assets less intangible assets) less total
liabilities, divided by the total number of shares of common
stock outstanding.
On a pro forma basis, after giving effect to the sale
of shares
of common stock offered by us in this offering at an assumed
public offering price of
$ per
share (the last sale price of our common stock
on ,
2005, as quoted on the Pink Sheets Electronic Quotation Service)
and after deducting the estimated underwriting discounts and
commissions and offering expenses payable by us and the
application of the estimated net proceeds of this offering as
described under “Use of proceeds,” and after giving
effect to the issuance
of shares
of common stock upon completion of the Anker and CoalQuest
acquisitions at an implied value of
$ per
share, our pro forma as adjusted net tangible book value, as of
March 31, 2005 would have equaled approximately
$ ,
or
$ per
share of common stock. This represents an immediate increase in
net tangible book value of
$ per
share to our existing stockholders and an immediate dilution in
net tangible book value of
$ per
share to new investors of common stock in this offering. If the
public offering price in this offering is higher or lower, the
dilution to new investors will be greater or less, respectively.
The following table illustrates this per share dilution to new
investors purchasing our common stock in this offering.
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Assumed public offering price per share
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$
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Pro forma net tangible book value per share as of March 31,
2005
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$
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Increase in pro forma net tangible book value per share
attributable to this offering
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Net tangible book value per share after this offering
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Dilution per share to new investors
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$
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The following table as of March 31, 2005 summarizes, on a
pro forma basis, to give effect to the shares issued in
connection with the Anker and CoalQuest acquisitions and the
corporate reorganization, the number of shares of common stock
purchased from us, the total consideration paid to us and the
average price per share paid by the existing stockholders and by
new investors. The calculations with respect to existing
stockholders include shares that would be issued by us on the
exercise of currently outstanding options or other rights to
acquire shares of our common stock by directors, officers and
affiliated parties, and the proceeds that would be received by
us in connection with this exercise. The calculations with
respect to shares purchased by new investors in this offering
reflect an assumed public offering price of
$ per
share (the last sale price of our common stock
on ,
2005, as quoted on the Pink Sheets Electronic Quotation Service).
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