UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  February 4, 2014 (February 4, 2014)

 

Arch Coal, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13105

 

43-0921172

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

CityPlace One
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Address, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code:  (314) 994-2700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02              Results of Operations and Financial Condition.

 

On February 4, 2014, Arch Coal, Inc. (the “Company”) issued a press release containing its fourth quarter and full year 2013 financial results.  A copy of the press release is attached hereto as exhibit 99.1.

 

The information contained in Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

The following exhibits are attached hereto and filed herewith.

 

Exhibit
No.

 

Description

99.1

 

Press release dated February 4, 2014.

 

1



 

Signatures

 

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 hereunto duly authorized.

 

Dated: February 4, 2014

Arch Coal, Inc.

 

 

 

By:

/s/ Robert G. Jones

 

 

Robert G. Jones

 

 

Senior Vice President – Law, General Counsel and Secretary

 

2



 

Exhibit Index

 

Exhibit
No.

 

Description

99.1

 

Press release dated February 4, 2014.

 

3


Exhibit 99.1

 

News from

Arch Coal, Inc.

 

FOR FURTHER INFORMATION:

Jennifer Beatty

Vice President, Investor Relations

314/994-2781

 

FOR IMMEDIATE RELEASE

 

Arch Coal, Inc. Reports Fourth Quarter and Full Year 2013 Results

U.S. generator coal stockpiles reached lowest year-end level since 2006

Leer mine to increase metallurgical sales volume and reduce costs in 2014

Arch expects to significantly reduce capital spending in 2014

 

 

 

Earnings Highlights

 

 

 

Quarter Ended

 

Year Ended

 

In $ millions, except per share data

 

12/31/13

 

12/31/12

 

12/31/13

 

12/31/12

 

Revenues (1)

 

$

719.4

 

$

867.0

 

$

3,014.4

 

$

3,768.1

 

Income (Loss) from Operations (1)

 

(340.7

)

(307.2

)

(663.1

)

(757.0

)

Net Income (Loss) (2)

 

(371.2

)

(295.4

)

(641.8

)

(684.0

)

Diluted EPS/LPS

 

(1.75

)

(1.39

)

(3.03

)

(3.24

)

Adjusted Net Income (Loss) (2),(3)

 

(95.1

)

(88.7

)

(229.2

)

(76.9

)

Adjusted Diluted EPS/LPS (3)

 

(0.45

)

(0.42

)

(1.08

)

(0.36

)

Adjusted EBITDA (3)

 

$

38.4

 

$

71.2

 

$

425.9

 

$

688.5

 

 


(1) Excludes discontinued operations.

(2) Net income (loss) attributable to ACI.

(3) Defined and reconciled under “Reconciliation of non-GAAP measures.”

 

ST. LOUIS, Feb. 4, 2014 — Arch Coal, Inc. (NYSE: ACI) today reported revenues of $719.4 million and adjusted earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) of $38.4 million in the fourth quarter of 2013. The company’s results reflect a softer pricing environment for metallurgical and thermal coals than in the prior-year quarter, as well as the impact of previously disclosed rail service issues in the Powder River Basin and geological challenges encountered in Appalachia.

 

“The December start-up of longwall operations at the Leer mine in Appalachia helped to counterbalance the impact of rail service disruptions and adverse geologic issues we faced in the fourth quarter of 2013,” said John W. Eaves, Arch’s president and chief executive officer. “Looking ahead, we expect the new Leer mine to deliver a strong return on our $400 million investment given its high quality and strategic access to seaborne markets.”

 

During the fourth quarter of 2013, Arch reported a net loss of $371.2 million, or $1.75 per diluted share. The fourth quarter results include a non-cash goodwill impairment charge of $265.4 million, which has no impact on the company’s liquidity, operating cash flow and

 

1



 

ongoing business operations. Excluding the charge for goodwill impairment, early debt retirement, other one-time costs, non-cash accretion of acquired coal supply agreements and the related tax impacts of these items, Arch’s adjusted net loss was $95.1 million, or $0.45 per diluted share, in the fourth quarter of 2013. In the prior-year quarter, Arch reported an adjusted net loss of $88.7 million, or $0.42 per diluted share.

 

Additionally, Arch recorded a $12.0 million charge in the fourth quarter of 2013 to reflect the settlement of legal claims brought by the United Mine Workers of America (“UMWA”) against Arch subsequent to Patriot Coal’s bankruptcy. As previously announced, Arch also completed the acquisition of the Guffey metallurgical coal reserves from Patriot Coal in December 2013 for $16.0 million. These reserves will extend the life of the Leer mine by nearly three years.

 

2013 Highlights

 

“Arch achieved measurable success in 2013 by extending its strong safety track record, containing costs in key operating regions, reducing capital spending across the organization, exercising disciplined liquidity management, monetizing non-strategic thermal coal mines and completing a new metallurgical coal mine in West Virginia,” said Eaves. “However, due to a soft market environment particularly for metallurgical coal, Arch’s earnings decreased in 2013 compared to a year ago.”

 

For full year 2013, revenues totaled $3.0 billion on coal sales of 140 million tons. The company generated adjusted EBITDA of $426.0 million in 2013 compared with $688.5 million in 2012. Arch also reported an adjusted net loss of $229.2 million, or $1.08 per share, in 2013.

 

Of particular note, Arch divested its Canyon Fuel subsidiary for $422.7 million in cash in August 2013. The company recorded a total gain of $120.3 million on the sale, and anticipates cumulative capital and administrative cost savings of more than $200 million during the next four years due to the divestiture of those assets.

 

“Arch’s achievements during 2013 helped advance the company’s long-term strategy of re-aligning the portfolio to focus on core assets with the best return potential,” said Eaves. “One such core asset is the Leer mine, which will upgrade and expand our Appalachian metallurgical coal platform. That platform, combined with our strong Powder River Basin franchise, creates a compelling long-term value proposition for shareholders — one that provides diversity to manage the volatility in the industry as well as significant growth potential as coal markets correct.”

 

Financial Items

 

In December of 2013, Arch completed the tender of its $600 million senior unsecured notes due 2016. To redeem the notes, Arch successfully issued $350 million in senior secured second lien notes due 2019 and increased its secured first lien term loan due 2018 by $300 million. Arch also amended its senior secured revolving credit facility to relax certain financial covenants and eliminate others while providing the company with further flexibility during the term of that facility. As of Dec. 31, 2013, Arch had total available liquidity of $1.4 billion, of which $1.2 billion was in cash and short-term interest-bearing securities.

 

2



 

“The financing transactions completed during the fourth quarter enhanced Arch’s liquidity and eliminated debt maturities until 2018 without increasing our cost of capital,” said John T. Drexler, Arch’s senior vice president and chief financial officer. “At the same time, we have maintained a significant portion of our capital structure in pre-payable debt financing, which will allow Arch to de-lever as coal markets correct.”

 

Core Values

 

Arch delivered its second-best safety performance in company history with a 2013 total incident rate that was nearly 20 percent lower than its 2012 rate. The company’s 2013 lost-time incident rate also outperformed the national coal industry average by more than three times. In addition, Arch achieved its second-best environmental performance in 2013, with a 30 percent improvement compared with its 2012 rate.

 

Arch subsidiaries attained numerous awards for excellence, and achieved several notable milestones, in pursuit of the company’s core values. Arch earned more than 30 safety and environmental honors in 2013, including two prestigious national Sentinels of Safety awards. Major safety milestones were achieved by the West Elk mine in Colorado, which operated 2 million employee hours without a lost-time incident, as well as the Coal Creek mine in Wyoming and the Hazard complex in Kentucky, which each completed 1 million employee hours without a lost-time incident.

 

“I would like to congratulate our employees for achieving strong safety and environmental performances in 2013,” said Paul A. Lang, Arch’s executive vice president and chief operating officer. “We made measured progress in driving down incident rates, and our efforts to achieve the ultimate goal of operating without an environmental violation or reportable safety incident will continue.”

 

Operational Results

 

“Arch successfully delivered on its cost containment and capital constraint goals for 2013, despite a challenging fourth quarter operating environment,” said Lang. “Specifically, we reduced costs per ton in our key regions, the Powder River Basin and Appalachia, and significantly lowered our capital expenditures by close to $100 million from 2012 levels.”

 

 

 

Arch Coal, Inc.

 

 

 

4Q13

 

3Q13

 

FY13

 

FY12

 

 

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

32.3

 

38.3

 

139.6

 

140.7

 

Average sales price per ton

 

$

19.91

 

$

19.54

 

$

20.85

 

$

25.90

 

Cash cost per ton

 

$

18.10

 

$

16.51

 

$

17.76

 

$

20.49

 

Cash margin per ton

 

$

1.81

 

$

3.03

 

$

3.09

 

$

5.41

 

Total operating cost per ton

 

$

21.10

 

$

19.37

 

$

20.91

 

$

24.17

 

Operating margin per ton

 

$

(1.19

)

$

0.17

 

$

(0.06

)

$

1.73

 

 

Consolidated results may not tie to regional breakout due to exclusion of other assets, rounding.

Operating results include Canyon Fuel subsidiary through transaction close.

Operating cost per ton includes depreciation, depletion and amortization per ton.

Amounts reflected in this table have been adjusted for certain transactions.

For a description of adjustments, refer to the regional schedule at http://investor.archcoal.com

 

3



 

Arch earned $1.81 per ton in consolidated cash margin in the fourth quarter of 2013 compared with $3.03 per ton in the third quarter. Consolidated sales price per ton increased 2 percent over the same time period, while consolidated cash cost per ton increased 10 percent, primarily reflecting the impact of rail disruptions in the company’s Powder River Basin segment.

 

For full year 2013, Arch earned consolidated cash margin of $3.09 per ton versus $5.41 per ton in the prior year. Consolidated 2013 sales price per ton declined versus 2012 levels, due to lower pricing on metallurgical and export thermal coal sales and a larger percentage of lower-priced tons in the company’s volume mix. The lower annual sales price per ton was partially offset by a decrease in the company’s consolidated cash cost per ton over the same time period, due to strong cost control measures in the Powder River Basin and Appalachian segments.

 

 

 

Powder River Basin

 

 

 

4Q13

 

3Q13

 

FY13

 

FY12

 

 

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

26.4

 

31.5

 

111.7

 

104.4

 

Average sales price per ton

 

$

12.28

 

$

12.26

 

$

12.44

 

$

13.61

 

Cash cost per ton

 

$

11.37

 

$

10.20

 

$

10.65

 

$

11.19

 

Cash margin per ton

 

$

0.91

 

$

2.06

 

$

1.79

 

$

2.42

 

Total operating cost per ton

 

$

12.90

 

$

11.68

 

$

12.18

 

$

12.79

 

Operating margin per ton

 

$

(0.62

)

$

0.58

 

$

0.26

 

$

0.82

 

 

Operating cost per ton includes depreciation, depletion and amortization per ton.

Amounts reflected in this table have been adjusted for certain transactions.

 

In the Powder River Basin, Arch recorded a cash margin of $0.91 per ton in the fourth quarter of 2013 compared with $2.06 per ton in the third quarter. While the company’s fourth quarter 2013 sales price per ton was comparable to the third quarter, cash cost per ton increased, driven by the impact of lower-than-planned shipment levels stemming from rail service issues on the Joint Line as well as higher maintenance expense.

 

For full year 2013, Arch earned a cash margin of $1.79 per ton in the Powder River Basin versus $2.42 per ton in 2012. Annual sales price per ton in 2013 declined 9 percent versus the prior year, driven by softer pricing on domestic and export tons. Annual cash cost per ton decreased 5 percent over the same time period, due to operating efficiencies and successful cost control initiatives at the company’s mines in the region.

 

 

 

Appalachia

 

 

 

4Q13

 

3Q13

 

FY13

 

FY12

 

 

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

3.5

 

3.3

 

14.2

 

18.6

 

Average sales price per ton

 

$

69.54

 

$

73.71

 

$

73.07

 

$

85.06

 

Cash cost per ton

 

$

67.41

 

$

67.99

 

$

67.00

 

$

69.46

 

Cash margin per ton

 

$

2.13

 

$

5.72

 

$

6.07

 

$

15.60

 

Total operating cost per ton

 

$

80.36

 

$

82.03

 

$

81.27

 

$

84.09

 

Operating margin per ton

 

$

(10.82

)

$

(8.32

)

$

(8.20

)

$

0.97

 

 

Operating cost per ton includes depreciation, depletion and amortization per ton.

Amounts reflected in this table have been adjusted for certain transactions.

 

In Appalachia, Arch earned a cash margin of $2.13 per ton in the fourth quarter of 2013 compared with $5.72 per ton in the third quarter. Sales price per ton decreased 6 percent over the same time period, due to a larger percentage of lower-priced thermal tons in Arch’s regional

 

4



 

volume mix. The fourth quarter 2013 cash cost per ton decreased slightly versus the prior-quarter period, as strong cost control at several operations more than offset the impact of geological challenges at the Mountain Laurel mine.

 

For full year 2013, Arch earned a cash margin of $6.07 per ton in Appalachia compared with $15.60 per ton in 2012. Annual sales volumes in 2013 declined more than 4 million tons when compared with 2012, with the majority of the reduction representing thermal tons from operations that were idled in response to soft market conditions. Annual sales price per ton decreased over the same time period, driven by lower pricing on metallurgical and thermal tons. Annual cash cost decreased by $2.46 per ton in 2013 versus 2012, benefitting from successful cost control in the region.

 

 

 

Bituminous Thermal

 

 

 

4Q13

 

3Q13

 

FY13

 

FY12

 

 

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

2.4

 

3.5

 

13.7

 

17.7

 

Average sales price per ton*

 

$

32.17

 

$

33.74

 

$

35.12

 

$

36.35

 

Cash cost per ton*

 

$

20.65

 

$

24.49

 

$

24.57

 

$

23.89

 

Cash margin per ton

 

$

11.52

 

$

9.25

 

$

10.55

 

$

12.46

 

Total operating cost per ton*

 

$

25.51

 

$

29.17

 

$

29.36

 

$

28.41

 

Operating margin per ton

 

$

6.66

 

$

4.57

 

$

5.76

 

$

7.94

 

 


*Sales prices and costs in the region are presented f.o.b. point for domestic customers.

Operating results include Canyon Fuel subsidiary through transaction close.

Operating cost per ton includes depreciation, depletion and amortization per ton.

Amounts reflected in this table have been adjusted for certain transactions.

 

In the Bituminous Thermal segment, fourth quarter 2013 cash margin per ton increased 25 percent versus the third quarter. Sales price per ton declined 5 percent over the same time period, but was more than offset by a 16 percent decline in cash cost per ton, attributable to a strong performance at West Elk and the effect of the divestiture of the company’s Canyon Fuel Utah subsidiary in August 2013.

 

For full year 2013, cash margin in the Bituminous Thermal segment totaled $10.55 per ton versus $12.46 per ton in 2012. The sale of the company’s Utah operations in August 2013 impacted the comparison of results. Annual sales price per ton in 2013 decreased versus 2012, partially driven by lower pricing on export tons. Cash cost per ton increased marginally over the same time period, primarily due to a strong performance by the Utah operations during 2012.

 

Market Trends

 

Domestic thermal coal market fundamentals improved over the course of 2013. According to internal estimates, U.S. coal consumption for power generation rose by more than 35 million tons in 2013, while U.S. coal production totaled 984 million tons, the first time since 1993 that domestic coal supplies fell below the 1-billion-ton mark. As a result, U.S. power generator coal stockpiles fell meaningfully over the course of the year, and reached the lowest year-end level since 2006 of approximately 148 million tons.

 

Arch expects U.S. thermal coal markets to tighten further in 2014, with favorable weather trends and healthier economic activity driving increased power demand. In addition, elevated natural gas prices compared with prior years should ensure that western coals — as well as most eastern

 

5



 

coals — are competitively priced for power generation. Even with growth in U.S. coal supply, Arch projects additional drawdown on coal stockpiles during 2014. If such a drop in stockpiles occurs, coal inventories at thermal customers would fall to levels not seen since 2005.

 

While thermal markets are gaining momentum, global metallurgical coal markets remain weak. However, seaborne metallurgical prices are likely at unsustainably low levels, making it difficult to justify ongoing and new capital investment. While new global metallurgical coal supply entered the market during 2013 and must be absorbed, incremental production increases going forward should be largely offset by rationalization of higher-cost metallurgical supply. These trends should tighten metallurgical markets in the future.

 

2014 Plans

 

 

 

2014

 

2015

 

 

 

Tons

 

$ per ton

 

Tons

 

$ per ton

 

Sales Volume (in millions tons)

 

 

 

 

 

 

 

 

 

 

 

 

 

Thermal

 

124.0

 

-

 

134.0

 

 

 

 

 

 

 

Met

 

7.5

 

-

 

8.5

 

 

 

 

 

 

 

Total

 

131.5

 

-

 

142.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Powder River Basin

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced

 

 

 

 

 

91.2

 

$13.18

 

52.4

 

$

13.78

 

Committed, Unpriced

 

 

 

 

 

8.0

 

 

 

8.6

 

 

 

Total Committed

 

 

 

 

 

99.2

 

 

 

61.0

 

 

 

Average Cash Cost

 

 

 

 

 

 

 

$10.70  -  $11.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appalachia

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced Thermal

 

 

 

 

 

5.0

 

$57.07

 

1.9

 

$

57.75

 

Committed, Unpriced Thermal

 

 

 

 

 

0.3

 

 

 

 

 

 

Committed, Priced Metallurgical

 

 

 

 

 

3.5

 

$84.84

 

1.4

 

$

87.01

 

Committed, Unpriced Metallurgical

 

 

 

 

 

0.7

 

 

 

0.2

 

 

 

Total Committed

 

 

 

 

 

9.5

 

 

 

3.5

 

 

 

Average Cash Cost

 

 

 

 

 

 

 

$63.00  -  $67.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bituminous Thermal

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced

 

 

 

 

 

3.9

 

$36.20

 

2.5

 

$

38.95

 

Committed, Unpriced

 

 

 

 

 

0.6

 

 

 

 

 

 

Total Committed

 

 

 

 

 

4.5

 

 

 

2.5

 

 

 

Average Cash Cost

 

 

 

 

 

 

 

$25.00  -  $28.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate (in $ millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

D,D&A

 

 

 

 

 

 

 

$430  -     $460

 

 

 

 

 

S,G&A

 

 

 

 

 

 

 

$122  -     $130

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

$385  -     $395

 

 

 

 

 

Capital Expenditures

 

 

 

 

 

 

 

$180  -     $200

 

 

 

 

 

 

“Looking ahead, we will remain focused on what we can control — costs, capital spending and sales commitments,” said Eaves. “Our goal in 2014 will be to once again tighten our belts to reduce cash outflow further and increase operational efficiencies. In addition, we will continue to evaluate ways to strengthen and optimize our asset portfolio. With signs that a rebound in U.S. thermal coal demand and pricing may be forthcoming, we are managing our operations in a manner that will enable us to benefit from that rebound as it occurs.”

 

Arch expects to sell between 124 million and 134 million tons into thermal markets during 2014. The company also expects to ship between 7.5 million and 8.5 million tons into coking coal and pulverized coal injection (PCI) markets during this calendar year. That range reflects the impact of metallurgical coal production reductions and cutbacks made in 2013, offset by incremental longwall production from the Leer mine.

 

6



 

Currently, Arch anticipates that 2014 costs in the Powder River Basin will be slightly higher than 2013 levels, offset by lower estimated costs in Appalachia. Arch also expects a reduction in general and administrative expenses in 2014 versus 2013 levels.  Capital expenditures totaled $297 million in 2013, which was nearly $100 million less than the company spent in 2012. For 2014, Arch currently expects capital spending of less than $200 million, inclusive of $75 million for scheduled payments for land reserve additions.

 

A conference call regarding Arch Coal’s fourth quarter and full year 2013 financial results will be webcast live today at 10 a.m. Eastern time. The conference call can be accessed via the “investor” section of the Arch Coal website (http://investor.archcoal.com).

 

U.S.-based Arch Coal, Inc. is one of the world’s top coal producers for the global steel and power generation industries, serving customers in 25 countries on five continents. Its network of mining complexes is the most diversified in the United States, spanning every major coal basin in the nation. The company controls more than 5 billion tons of high-quality metallurgical and thermal coal reserves, with access to all major railroads, inland waterways and a growing number of seaborne trade channels. For more information, visit www.archcoal.com.

 

Forward-Looking Statements:  This press release contains “forward-looking statements” — that is, statements related to future, not past, events.  In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.”  Forward-looking statements by their nature address matters that are, to different degrees, uncertain.  For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation industry; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature.  These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.  We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.  For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors described from time to time in the reports we file with the Securities and Exchange Commission.

 

# # #

 

7



 

Arch Coal, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

719,386

 

$

867,034

 

$

3,014,357

 

$

3,768,126

 

 

 

 

 

 

 

 

 

 

 

Costs, expenses and other operating

 

 

 

 

 

 

 

 

 

Cost of sales

 

668,483

 

740,793

 

2,663,136

 

3,155,099

 

Depreciation, depletion and amortization

 

98,841

 

117,580

 

426,442

 

492,211

 

Amortization of acquired sales contracts, net

 

(1,870

)

(2,628

)

(9,457

)

(25,189

)

Change in fair value of coal derivatives and coal trading activities, net

 

5,792

 

13,237

 

7,845

 

(16,590

)

Asset impairment and mine closure costs

 

 

15,743

 

220,879

 

539,182

 

Goodwill impairment

 

265,423

 

214,889

 

265,423

 

330,680

 

Contract settlement resulting from Patriot Coal bankruptcy

 

 

58,335

 

 

58,335

 

Reduction in accrual related to acquired litigation

 

 

 

 

(79,532

)

Selling, general and administrative expenses

 

37,137

 

34,994

 

133,448

 

134,299

 

Other operating income, net

 

(13,742

)

(18,751

)

(30,218

)

(63,357

)

 

 

1,060,064

 

1,174,192

 

3,677,498

 

4,525,138

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(340,678

)

(307,158

)

(663,141

)

(757,012

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest expense

 

(95,813

)

(88,405

)

(381,267

)

(317,615

)

Interest and investment income

 

1,854

 

1,905

 

6,603

 

5,473

 

 

 

(93,959

)

(86,500

)

(374,664

)

(312,142

)

 

 

 

 

 

 

 

 

 

 

Nonoperating expense

 

 

 

 

 

 

 

 

 

Net loss resulting from early retirement and refinancing of debt

 

(42,921

)

(4,626

)

(42,921

)

(23,668

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(477,558

)

(398,284

)

(1,080,726

)

(1,092,822

)

Benefit from income taxes

 

(104,764

)

(91,251

)

(335,498

)

(353,907

)

Loss from continuing operations

 

(372,794

)

(307,033

)

(745,228

)

(738,915

)

Income from discontinued operations, net of tax

 

1,580

 

11,610

 

103,396

 

55,228

 

Net loss

 

(371,214

)

(295,423

)

(641,832

)

(683,687

)

Less: Net income attributable to noncontrolling interest

 

 

 

 

(268

)

Net loss attributable to Arch Coal, Inc.

 

$

(371,214

)

$

(295,423

)

$

(641,832

)

$

(683,955

)

 

 

 

 

 

 

 

 

 

 

Loss per common share

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(1.76

)

$

(1.45

)

$

(3.52

)

$

(3.50

)

Diluted loss per common share

 

$

(1.76

)

$

(1.45

)

$

(3.52

)

$

(3.50

)

 

 

 

 

 

 

 

 

 

 

Net Loss attributable to Arch Coal, Inc.

 

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(1.75

)

$

(1.39

)

$

(3.03

)

$

(3.24

)

Diluted loss per common share

 

$

(1.75

)

$

(1.39

)

$

(3.03

)

$

(3.24

)

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

212,136

 

212,048

 

212,098

 

211,381

 

Diluted weighted average shares outstanding

 

212,136

 

212,048

 

212,098

 

211,381

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.03

 

$

0.03

 

$

0.12

 

$

0.20

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (A)

 

$

38,359

 

$

71,195

 

$

425,922

 

$

688,454

 

Adjusted diluted loss per common share (A)

 

$

(0.45

)

$

(0.42

)

$

(1.08

)

$

(0.36

)

 


(A) Adjusted EBITDA and Adjusted diluted Loss per common share are defined and reconciled under “Reconciliation of Non-GAAP Measures” later in this release.

 



 

Arch Coal, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

911,099

 

$

784,622

 

Restricted cash

 

 

3,453

 

Short term investments

 

248,414

 

234,305

 

Trade accounts receivable

 

198,020

 

247,539

 

Other receivables

 

31,553

 

84,541

 

Inventories

 

264,161

 

365,424

 

Prepaid royalties

 

8,083

 

11,416

 

Deferred income taxes

 

49,144

 

67,360

 

Coal derivative assets

 

14,851

 

22,975

 

Other current assets

 

56,746

 

92,469

 

Total current assets

 

1,782,071

 

1,914,104

 

 

 

 

 

 

 

Property, plant and equipment, net

 

6,734,286

 

7,337,098

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

Prepaid royalties

 

87,577

 

87,773

 

Goodwill

 

 

265,423

 

Equity investments

 

221,456

 

242,215

 

Other noncurrent assets

 

164,803

 

160,164

 

Total other assets

 

473,836

 

755,575

 

Total assets

 

$

8,990,193

 

$

10,006,777

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

176,142

 

$

224,418

 

Coal derivative liabilities

 

12

 

1,737

 

Accrued expenses and other current liabilities

 

278,575

 

318,018

 

Current maturities of debt

 

33,493

 

32,896

 

Total current liabilities

 

488,222

 

577,069

 

Long-term debt

 

5,118,002

 

5,085,879

 

Asset retirement obligations

 

402,713

 

409,705

 

Accrued pension benefits

 

7,111

 

67,630

 

Accrued postretirement benefits other than pension

 

39,255

 

45,086

 

Accrued workers’ compensation

 

78,062

 

81,629

 

Deferred income taxes

 

413,546

 

664,182

 

Other noncurrent liabilities

 

190,033

 

221,030

 

Total liabilities

 

6,736,944

 

7,152,210

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common Stock

 

2,141

 

2,141

 

Paid-in capital

 

3,038,613

 

3,026,823

 

Treasury stock, at cost

 

(53,848

)

(53,848

)

Accumulated deficit

 

(771,349

)

(104,042

)

Accumulated other comprehensive income (loss)

 

37,692

 

(16,507

)

Total stockholders’ equity

 

2,253,249

 

2,854,567

 

Total liabilities and stockholders’ equity

 

$

8,990,193

 

$

10,006,777

 

 



 

Arch Coal, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

 

 

(Unaudited)

 

Operating activities

 

 

 

 

 

Net loss

 

$

(641,832

)

$

(683,687

)

Adjustments to reconcile to cash provided by operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

447,704

 

525,508

 

Amortization of acquired sales contracts, net

 

(9,457

)

(25,189

)

Amortization relating to financing activities

 

24,789

 

20,238

 

Prepaid royalties expensed

 

13,706

 

22,650

 

Employee stock-based compensation expense

 

11,790

 

11,822

 

Amortization of premiums on debt securities held

 

3,680

 

 

Gain on sale of Canyon Fuel

 

(120,321

)

 

Asset impairment and noncash mine closure costs

 

220,879

 

531,234

 

Goodwill impairment

 

265,423

 

330,680

 

Net loss resulting from early retirement of debt and financing activities

 

42,921

 

23,668

 

Changes in:

 

 

 

 

 

Receivables

 

62,881

 

113,531

 

Inventories

 

44,635

 

9,468

 

Coal derivative assets and liabilities

 

3,606

 

(13,158

)

Accounts payable, accrued expenses and other current liabilities

 

(77,521

)

(171,580

)

Income taxes, net

 

(4,520

)

27,545

 

Deferred income taxes

 

(263,099

)

(336,036

)

Asset retirement obligations

 

17,432

 

(42,531

)

Other

 

13,046

 

(11,359

)

Cash provided by operating activities

 

55,742

 

332,804

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

(296,984

)

(395,225

)

Minimum royalty payments

 

(14,947

)

(13,269

)

Proceeds from dispositions of property, plant and equipment

 

10,790

 

22,825

 

Proceeds from sale-leaseback transactions

 

34,919

 

 

Proceeds from sale of Canyon Fuel

 

422,663

 

 

Purchases of short term investments

 

(213,726

)

(236,862

)

Proceeds from sales of short term investments

 

194,537

 

1,754

 

Investments in and advances to affiliates

 

(15,260

)

(17,758

)

Purchase of noncontrolling interest

 

 

(17,500

)

Change in restricted cash

 

3,453

 

6,869

 

Cash provided by (used in) investing activities

 

125,445

 

(649,166

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from term loan

 

294,000

 

1,633,500

 

Proceeds from issuance of senior notes

 

350,000

 

359,753

 

Payments to retire debt

 

(629,172

)

(452,934

)

Payments on term loan

 

(17,250

)

(7,625

)

Net decrease in borrowings under lines of credit

 

 

(481,300

)

Net payments on other debt

 

(6,324

)

(682

)

Debt financing costs

 

(20,489

)

(50,568

)

Dividends paid

 

(25,475

)

(42,440

)

Proceeds from exercise of options under incentive plans

 

 

5,131

 

Cash provided by (used in) financing activities

 

(54,710

)

962,835

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

126,477

 

646,473

 

Cash and cash equivalents, beginning of period

 

784,622

 

138,149

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

911,099

 

$

784,622

 

 



 

Arch Coal, Inc. and Subsidiaries

Schedule of Consolidated Debt

(In thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Term loan due 2018 ($1.93 billion and $1.65 billion face value, respectively)

 

$

1,906,975

 

$

1,627,384

 

8.75% senior notes ($600.0 million face value) due 2016

 

 

590,999

 

7.00% senior notes due 2019 at par

 

1,000,000

 

1,000,000

 

9.875% senior notes ($375.0 million face value) due 2019

 

362,358

 

360,042

 

8.00% senior secured notes due 2019 at par

 

350,000

 

 

7.25% senior notes due 2020 at par

 

500,000

 

500,000

 

7.25% senior notes due 2021 at par

 

1,000,000

 

1,000,000

 

Other

 

32,162

 

40,350

 

 

 

5,151,495

 

5,118,775

 

Less: current maturities of debt

 

33,493

 

32,896

 

Long-term debt

 

$

5,118,002

 

$

5,085,879

 

 

 

 

 

 

 

Calculation of net debt

 

 

 

 

 

Total debt

 

$

5,151,495

 

$

5,118,775

 

Less liquid assets

 

 

 

 

 

Cash and cash equivalents

 

911,099

 

784,622

 

Short term investments

 

248,414

 

234,305

 

 

 

1,159,513

 

1,018,927

 

Net debt

 

$

3,991,982

 

$

4,099,848

 

 



 

Arch Coal, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(In thousands, except per share data)

 

Included in the accompanying release, we have disclosed certain non-GAAP measures as defined by Regulation G.

The following reconciles these items to net income and cash flows as reported under GAAP.

 

Adjusted EBITDA

 

Adjusted EBITDA is defined as net income attributable to the Company before the effect of net interest expense, income taxes, depreciation, depletion and amortization, and the amortization of acquired sales contracts.   Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results.

 

Adjusted EBITDA is not a measure of financial performance in accordance with generally accepted accounting principles, and condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income, income items excluded from Adjusted EBITDA are significant in understanding and assessing our financial from operations, cash flows from operations or as a measure of our profitability, liquidity or performance under generally accepted accounting principles. We believe that Adjusted EBITDA presents a useful measure of our ability to incur and service debt based on ongoing operations. Furthermore, analogous measures are used by industry analysts to evaluate our operating performance. In addition, acquisition related expenses are excluded to make results more comparable between periods.  Investors should be aware that our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The table below shows how we calculate Adjusted EBITDA.

 

 

 

Three Months Ended December 31,

 

 

 

2013

 

2012

 

 

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

 

 

(Unaudited)

 

Net income (loss)

 

$

(372,794

)

$

1,580

 

$

(371,214

)

$

(307,033

)

$

11,610

 

$

(295,423

)

Income tax (benefit) expense

 

(104,764

)

3,063

 

(101,701

)

(91,251

)

12,897

 

(78,354

)

Interest expense, net

 

93,959

 

 

93,959

 

86,500

 

6

 

86,506

 

Depreciation, depletion and amortization

 

98,841

 

 

98,841

 

117,580

 

8,256

 

125,836

 

Amortization of acquired sales contracts, net

 

(1,870

)

 

(1,870

)

(2,628

)

 

(2,628

)

Earnings before Interest, Taxes and DD&A (EBITDA)

 

(286,628

)

4,643

 

(281,985

)

(196,832

)

32,769

 

(164,063

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset impairment and mine closure costs

 

 

 

 

15,743

 

 

15,743

 

Goodwill impairment

 

265,423

 

 

265,423

 

214,889

 

 

214,889

 

Settlement of UMWA legal claims

 

12,000

 

 

12,000

 

 

 

 

Other nonoperating expenses

 

42,921

 

 

42,921

 

4,626

 

 

4,626

 

Total adjustments, pre-tax

 

320,344

 

 

320,344

 

235,258

 

 

235,258

 

Adjusted EBITDA

 

$

33,716

 

$

4,643

 

$

38,359

 

$

38,426

 

$

32,769

 

$

71,195

 

 

 

 

Year Ended December 31,

 

 

 

2013

 

2012

 

 

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

 

 

(Unaudited)

 

Net income (loss)

 

$

(745,228

)

$

103,396

 

$

(641,832

)

$

(738,915

)

$

55,228

 

$

(683,687

)

Income tax (benefit) expense

 

(335,498

)

49,092

 

(286,406

)

(353,907

)

20,190

 

(333,717

)

Interest expense, net

 

374,664

 

26

 

374,690

 

312,142

 

6

 

312,148

 

Depreciation, depletion and amortization

 

426,442

 

21,262

 

447,704

 

492,211

 

33,297

 

525,508

 

Amortization of acquired sales contracts, net

 

(9,457

)

 

(9,457

)

(25,189

)

 

(25,189

)

Earnings before Interest, Taxes and DD&A (EBITDA)

 

(289,077

)

173,776

 

(115,301

)

(313,658

)

108,721

 

(204,937

)

Asset impairment and mine closure costs

 

220,879

 

 

220,879

 

539,182

 

129

 

539,311

 

Goodwill and other intangible asset impairment

 

265,423

 

 

265,423

 

330,680

 

 

330,680

 

Settlement of UMWA legal claims

 

12,000

 

 

12,000

 

 

 

 

Other nonoperating expenses

 

42,921

 

 

42,921

 

23,668

 

 

23,668

 

Net income attributable to noncontrolling interest

 

 

 

 

(268

)

 

(268

)

Total adjustments, pre-tax

 

541,223

 

 

541,223

 

893,262

 

129

 

893,391

 

Adjusted EBITDA

 

$

252,146

 

$

173,776

 

$

425,922

 

$

579,604

 

$

108,850

 

$

688,454

 

 

Adjusted net loss and adjusted diluted loss per share

 

Adjusted net loss and adjusted diluted loss per common share are adjusted for the after-tax impact of acquisition related costs and are not measures of financial performance in accordance with generally accepted accounting principles.  We believe that adjusted net loss and adjusted diluted loss per common share better reflect the trend of our future results by excluding items relating to significant transactions. The adjustments made to arrive at these measures are significant in understanding and assessing our financial condition.  Therefore, adjusted net loss and adjusted diluted loss per share should not be considered in isolation, nor as an alternative to net loss or diluted loss per common share under generally accepted accounting principles.

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

(Unaudited)

 

Net loss attributable to Arch Coal

 

$

(371,214

)

$

(295,423

)

$

(641,832

)

$

(683,955

)

 

 

 

 

 

 

 

 

 

 

Sales contract amortization

 

(1,870

)

(2,628

)

(9,457

)

(25,189

)

Other adjustment items listed above

 

320,344

 

235,258

 

541,223

 

893,391

 

Tax impact of adjustments

 

(42,342

)

(25,905

)

(119,127

)

(261,166

)

 

 

 

 

 

 

 

 

 

 

Adjusted net loss attributable to Arch Coal

 

(95,082

)

(88,698

)

(229,193

)

(76,919

)

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

212,136

 

212,048

 

212,098

 

211,381

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share attributable to Arch Coal

 

(1.75

)

(1.39

)

(3.03

)

(3.24

)

 

 

 

 

 

 

 

 

 

 

Sales contract amortization

 

(0.01

)

(0.01

)

(0.04

)

(0.12

)

Other adjustments

 

1.51

 

1.11

 

2.55

 

4.23

 

Tax impact of adjustments

 

(0.20

)

(0.12

)

(0.56

)

(1.23

)

Adjusted diluted loss per share

 

$

(0.45

)

$

(0.42

)

$

(1.08

)

$

(0.36

)