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First Meeting of Creditors 19 March 2020 2 Agenda Formalities - PowerPoint PPT Presentation

Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty Ltd Addcar Management Services Pty Ltd Addcar Contracting Services Pty Ltd Addcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty Ltd Pipelion


  1. Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty Ltd Addcar Management Services Pty Ltd Addcar Contracting Services Pty Ltd Addcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty Ltd Pipelion Manufacturing Pty Ltd Addcar Highwall Mining Pty Ltd Addcar USA Interest Pty Ltd (All Administrators Appointed) (Collectively “the Addcar Group”) First Meeting of Creditors 19 March 2020 2

  2. Agenda Formalities  Resolution (concurrent meetings)  Purpose of meeting  Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) and remuneration  Purpose of administration  Background and operations  Financial position and performance  Directors’ reasons for failure  Administrators’ actions since appointment  Sale process  Administrators funding  Employees  DOCA v Liquidation  Questions  Resolutions (Committee and replacement of Voluntary Administrators)  3

  3. Formalities Open meeting  Administrator Chairperson: IPR 75-50  Introductions:  Jonathan Henry (Administrator) – Chris Johnson (McGrathNicol Director) – Jason Pietzner (McGrathNicol Director) – Louise Mann (McGrathNicol Senior Manager) – Quorum: IPR 75-105  Attendance register  Voting  Time and place convenient: IPR 75-30  Proofs of debt and proxies  4

  4. Resolution: meetings to be held concurrently “that the meetings of creditors of each of the Addcar Group companies, being: Addcar Mining Solutions Pty Ltd  Addcar Engineers Pty Ltd  Addcar Holdings Pty Ltd  Addcar Management Services Pty Ltd  Addcar Contracting Services Pty Ltd  Addcar Equipment Hire Pty Ltd  Addcar Engineers Civil Services Division Pty Ltd  Pipelion Manufacturing Pty Ltd  Addcar Highwall Mining Pty Ltd  Addcar USA Interest Pty Ltd  (All Administrators Appointed) be held concurrently” 5

  5. Purpose of meeting Convened under Section 436E of the Corporations Act to:  determine whether to appoint a Committee of Inspection to each Company, and if so, who are to be the – Committees’ members; and consider the removal of the Administrators and appoint an alternative Administrator who has consented to – act This meeting has no authority to consider any other business  At the second statutory meeting, a decision is made regarding the Addcar Group’s future  6

  6. Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) and remuneration DIRRI DIRRI dated 12 March 2020 - distributed with notice of meeting  DIRRI is available for inspection  We remain of the view that we are free of any potential conflict of interest  No indemnity or up-front payment of fees  DIRRI tabled  Remuneration Schedule of rates provided with meeting information  Comprehensive remuneration report will be provided prior to the second meeting of creditors  7

  7. Purpose of administration Directors’ powers are suspended and Administrators are in control  Voluntary Administration provides moratorium period for investigation / determination of companies’ future:  Return company to Director; – Deed of Company Arrangement; and – Liquidation – 8

  8. Voluntary administration timeline VA appointed Within 8 business days Within 30 business days Within 25 business days 15 April 2020 9 March 2020 19 March 2020 22 April 2020 Complete preliminary 1 st meeting of creditors Administrators take 2 nd meeting of creditors held investigation control of Addcar held Options: Group and its assets Purpose: (i) DOCA (i) Replace VA Receive any DOCA (ii) Liquidation proposals (ii) Consider the (iii) Return to director Written notice of first appointment of a meeting mailed to Committee of creditors and Inspection employees on 12 Issue Administration Report March 2020 and form opinion as to future of the Addcar Group The Easter holiday period extended the Voluntary Administration timeline by 5 business days 9

  9. Corporate Structure Key: Employing entity Highwall Mining Addcar Mining Solutions Addcar USA Interest Pty Ltd Pipelion ACN 127 633 694 ACN 633 757 712 Corporate Interest USA – related entity Addcar Engineers Addcar Holdings Addcar Management Services ACN 077 167 113 ACN 110 563 758 ACN 137 939 416 Addcar Engineers Civil Addcar Contracting Services Addcar Equipment Hire Addcar Systems LLC Pipelion Manufacturing Addcar Highwall Mining Services Division ACN 603 120 716 ACN 603 121 615 Not in Administration ACN 118 214 172 ACN 139 846 745 ACN 139 849 246 10

  10. Historical timeline Oct 18 1997 2011 2014 2017 Oct 2019 – Mar 2020 Sale of UGM UGM Founded UGM entered UGM acquired Sale of US sale to Mega in 1997 in the the highwall Addcar from its Engenicom Pty Diesel Services (delayed completion) US owners Pty Limited, UGM Hunter Valley, mining market, Ltd to Associate Electrical Services NSW and secured the Pty Ltd and licence to Underground operate the Mar 2019 Addcar mining Coal $13.5m transferred to $31.5m support US business system from & commence Cline JV BHP Nov 2018 Nov 2019 30 Jan 2020 2 Mar 2020 Addcar secures Addcar secures Addcar secures Addcar seeks Facility A: Facility B: Secured Facility C: further secured Secured Loan Loan Note – Secured Loan funding Note facility CapEx facility Note facility $13.5m $2.0m $2.0m $4.0m FY19 Dec 19 9 March 2020 Dividend paid $14.0m Incident in pit 3 – Voluntary Debt repaid Dawson mine. Administrators $18.0m Hog miner and 2 cars appointed to trapped underground – Addcar Group results in reduced rate. FY15 FY16 FY17 FY18 FY19* Rev: $79.8m Rev: $70.1m Rev: $67.75m Rev: $84.6m Rev: $82.9m EBITDA: $17.3m EBITDA: $5.2m EBITDA: $5.4m EBITDA: $3.3m EBITDA: $14.3 *Continuing operations Labour/plant hire HWM $63.6m Manufacturing $3.3m Machine Sales $16.0m Total $82.9m 11

  11. Australian operations Addcar Group’s Australian operation owns and operates two HWM systems in Australia (the only owner and  operator of HWM systems in Australia). One is currently contracted with Anglo Coal at the Dawson mine site in Northern Queensland, which is estimated  to run until August or possible through to December 2020. There is a potential pipeline of projects for the system that will be demobilised from the Peabody Millennium  mine in March 2020. Systems Item No. Launch Vehicle 2 Conveyor cars 80 Stackers 2 Continuous Miners 4 12

  12. United States operations The USA Operations consists of Addcar Systems LLC, which includes a contract services business with two systems  currently on-hire at Peabody mine sites in Indiana, one system on-hire at Cline & Sons Sand and Gravel mine in West Virginia, and an OEM business located in Ashland, Kentucky capable of repairs, maintenance and manufacturing new systems. Addcar USA Interests Pty has a Joint Venture (“JV”) arrangement with Cline & Sons.  We note the US business is not subject to external administration.  ADDCAR Systems LLC Highlights Addcar USA Interest Pty Ltd Highlights Item No. Item No. No. of HWM systems 3 No. of HWM systems nil Operating sites (excludes OEM site) 3 Operating sites 1 FTE’s 50 Employees Nil 13

  13. Financial performance Addcar Group - Financial Performance - February 2019 to January 2020 Addcar Highwall Pipelion Addcar Addcar USA Account Mining Manufacturing Addcar USA Corporate Interest * Total Revenue 55,278,188 3,894,186 16,428,000 91,519 2,945,212 78,637,105 COGs (29,866,860) (2,877,102) (18,879,295) (2,171,986) - (53,795,243) Gross Profit 25,411,328 1,017,084 (2,451,295) (2,080,467) 2,945,212 24,841,862 Represents an allocation of head office costs to GP margin 46% 26% (15%) (2273%) 100% 32% direct expenses relating to production in the Other expenses (1,984,843) (456,053) (3,242,772) (363,691) (62,224) (6,109,583) operational units Overheads (2,834,956) - - (997,611) - (3,832,567) EBITDA 20,591,529 561,031 (5,694,067) (3,441,769) 2,882,988 14,899,712 EBITDA Margin 37% 14% (35%) (3761%) 98% 19% Depreciation (9,864,085) (148,020) (3,013,000) (832,559) - (13,857,664) EBIT 10,727,444 413,011 (8,707,067) (4,274,328) 2,882,988 1,042,048 Interest (1,183,575) (36) (677,000) (52,726) - (1,913,337) Net Profit 9,543,869 412,975 (9,384,067) (4,327,054) 2,882,988 (871,289) Overhead structure has been unsustainable for the ongoing operation of the Group when combined * Note: Addcar USA Interest data June 2019 to January 2020 with the recurring losses of Addcar USA. The recurring losses of Addcar USA in the preceding 12 months has had a significant impact on the Group’s profitability. NB: “Addcar USA” refers to the US based entities that are not subject to our appointment. 14

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