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):  July 29, 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 July 29, 2014, Arch Coal, Inc. issued a press release containing its second quarter 2014 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 exhibit is attached hereto and filed herewith.

 

Exhibit
No.

 

Description

99.1

 

Press release dated July 29, 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: July 29, 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 July 29, 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 Second Quarter 2014 Results

Arch’s second quarter cash margin per ton expands 71% versus first quarter

Strong second quarter cost control drives full year 2014 cost guidance reduction

Arch enhances metallurgical platform to lower costs and improve quality

 

Earnings Highlights

 

 

 

Quarter Ended

 

Six Months Ended

 

In $ millions, except per share data

 

6/30/14

 

6/30/13

 

6/30/14

 

6/30/13

 

Revenues (1)

 

$

713.8

 

$

766.3

 

$

1,449.7

 

$

1,503.7

 

Loss from Operations (1)

 

(35.8

)

(36.3

)

(108.9

)

(87.7

)

Net Loss

 

(96.9

)

(72.2

)

(221.0

)

(142.3

)

Diluted LPS

 

(0.46

)

(0.34

)

(1.04

)

(0.67

)

Adjusted Diluted LPS (2)

 

(0.46

)

(0.29

)

(1.06

)

(0.62

)

Adjusted EBITDA from continuing operations (2)

 

$

64.9

 

$

93.1

 

$

92.5

 

$

149.0

 

 


(1) Excludes discontinued operations.

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

 

ST. LOUIS, July 29, 2014 — Arch Coal, Inc. (NYSE: ACI) today reported a net loss of $97 million, or $0.46 per diluted share, in the second quarter of 2014 compared with a $72 million net loss, or $0.34 per diluted share, in the second quarter of 2013. Revenues totaled $714 million for the three months ended June 30, 2014, and adjusted earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) from continuing operations was $65 million.

 

“During the second quarter of 2014, increased shipments, higher pricing and strong cost control drove margin expansion in each of our operating regions compared with the first quarter,” said John W. Eaves, Arch’s president and chief executive officer. “Our successful cost control efforts to date — underscored by strong operating performances at Leer in Appalachia and West Elk in Colorado — have allowed us to reduce our cost-per-ton expectations for those segments in 2014.”

 

For the first half of 2014, Arch generated adjusted EBITDA from continuing operations of $93 million compared with $149 million recorded in the first half of 2013. Total revenues declined slightly to $1.4 billion during the first six months of 2014, largely due to lower metallurgical coal revenues versus the prior-year period.

 

1



 

“Recently, we’ve announced the idling of our Cumberland River complex in response to weak global metallurgical coal prices,” said Eaves. “Although idling higher-cost coking coal capacity lowers our metallurgical coal volume expectations for 2014, it also shifts our mine portfolio toward higher-margin metallurgical coal operations and enhances our competitive cost position in that region.”

 

Financial Position

 

As of June 30, 2014, Arch had a total liquidity position of roughly $1.25 billion, with nearly $1.0 billion of that liquidity in the form of cash and short-term investments. The company had no borrowings under its revolving credit facility at June 30, 2014, and has no long-term debt maturities due until mid-2018.

 

“Through this cyclical downturn, we have been focused on controlling our costs and capital spending, and we have further reduced our capital outlay and administrative spending expectations for full year 2014,” said John T. Drexler, Arch’s senior vice president and chief financial officer. “We remain confident that these ongoing initiatives — along with an expected strong operational performance in the second half — will help us maintain our solid financial footing going forward, and strategically position Arch to capitalize on a coal market recovery.”

 

Core Values

 

During the second quarter of 2014, Arch’s lost-time safety incident rate improved nearly 30 percent compared with the first quarter. In addition, both the Leer and the Mountain Laurel mines in Appalachia each reached new milestones of operating an entire year without a single lost-time safety incident. Furthermore, Arch recently earned three safety and environmental awards, including the state of Wyoming’s top honor for reclamation excellence and wildlife habitat creation at the Black Thunder and Coal Creek mines.

 

“We’re extremely proud of our employees for these achievements and recognize their continued dedication to advancing Arch’s core values,” said Paul A. Lang, Arch’s executive vice president and chief operating officer. “We also congratulate the six operations that attained A Perfect Zero — the dual accomplishment of operating without an environmental violation or reportable safety incident — during the second quarter of 2014.”

 

Operational Results

 

“Our mines turned in solid performances in the second quarter, supported by cost reductions that improved margins across our operating platform versus the first quarter,” said Lang. “Looking ahead, we expect strong cost performances in our Appalachian and Bituminous Thermal segments to continue, and we plan to remain nimble in response to market conditions.”

 

2



 

 

 

Arch Coal, Inc.

 

 

 

2Q14

 

1Q14

 

2Q13

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

32.7

 

31.4

 

33.0

 

Average sales price per ton

 

$

20.34

 

$

20.09

 

$

21.37

 

Cash cost per ton

 

$

17.43

 

$

18.39

 

$

17.89

 

Cash margin per ton

 

$

2.91

 

$

1.70

 

$

3.48

 

Total operating cost per ton

 

$

20.55

 

$

21.70

 

$

21.19

 

Operating margin per ton

 

$

(0.21

)

$

(1.61

)

$

0.18

 

 

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

Operating results exclude former Canyon Fuel subsidiary.

Cash cost per ton is defined and reconciled under “Reconciliation of non-GAAP measures”.

Operating cost per ton is the sum of cash costs and depreciation, depletion and amortization expense divided by tons sold.

 

Second quarter 2014 consolidated cash margin per ton expanded 71 percent versus the first quarter, reflecting both higher prices and lower costs per ton in each operating segment. The improvement in consolidated sales price per ton was largely driven by higher-priced domestic thermal coal sales, slightly offset by lower pricing obtained on metallurgical coal shipments. Consolidated cash cost per ton declined 5 percent in the second quarter of 2014 versus the prior- quarter period, due to successful cost-containment efforts and the effect of higher shipment levels in the Powder River Basin.

 

 

 

Powder River Basin

 

 

 

2Q14

 

1Q14

 

2Q13

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

26.9

 

25.7

 

27.1

 

Average sales price per ton

 

$

12.79

 

$

12.73

 

$

12.56

 

Cash cost per ton

 

$

11.09

 

$

11.45

 

$

10.47

 

Cash margin per ton

 

$

1.70

 

$

1.28

 

$

2.09

 

Total operating cost per ton

 

$

12.61

 

$

12.98

 

$

12.02

 

Operating margin per ton

 

$

0.18

 

$

(0.25

)

$

0.54

 

 

Cash cost per ton is defined and reconciled under “Reconciliation of non-GAAP measures”.

Operating cost per ton is the sum of cash costs and depreciation, depletion and amortization expense divided by tons sold.

 

Second quarter 2014 cash margin per ton increased 33 percent in the Powder River Basin, when compared to the first quarter. Average sales price per ton increased modestly over the same time period, while cash cost per ton declined 3 percent, benefitting from the effect of increased shipments and strong cost control.

 

 

 

Appalachia

 

 

 

2Q14

 

1Q14

 

2Q13

 

 

 

 

 

 

 

 

 

Tons sold (in millions)

 

3.7

 

3.6

 

4.0

 

Average sales price per ton

 

$

69.36

 

$

67.70

 

$

74.18

 

Cash cost per ton

 

$

62.36

 

$

65.48

 

$

65.70

 

Cash margin per ton

 

$

7.00

 

$

2.22

 

$

8.48

 

Total operating cost per ton

 

$

76.25

 

$

80.80

 

$

79.56

 

Operating margin per ton

 

$

(6.89

)

$

(13.10

)

$

(5.38

)

 

Cash cost per ton is defined and reconciled under “Reconciliation of non-GAAP measures”.

Operating cost per ton is the sum of cash costs and depreciation, depletion and amortization expense divided by tons sold.

 

3



 

In Appalachia, Arch earned a cash margin of $7.00 per ton in the second quarter of 2014 versus $2.22 per ton in the first quarter. Average sales price per ton increased 2 percent over the same time period, reflecting higher prices on thermal and industrial coal sales as well as a larger percentage of metallurgical coal in the company’s regional volume mix. Cash cost per ton decreased 5 percent versus the first quarter, driven by a shift in production toward the company’s lower-cost mines in the region and the Leer mine’s successful ongoing ramp up to full production.

 

 

 

Bituminous Thermal

 

 

 

2Q14

 

1Q14

 

2Q13

 

Tons sold (in millions)

 

2.0

 

2.1

 

1.8

 

Average sales price per ton

 

$

31.34

 

$

28.64

 

$

35.69

 

Cash cost per ton

 

$

19.83

 

$

22.64

 

$

22.43

 

Cash margin per ton

 

$

11.51

 

$

6.00

 

$

13.26

 

Total operating cost per ton

 

$

24.51

 

$

27.17

 

$

28.40

 

Operating margin per ton

 

$

6.83

 

$

1.47

 

$

7.29

 

 

Operating results exclude former Canyon Fuel subsidiary.

Cash cost per ton is defined and reconciled under “Reconciliation of non-GAAP measures”.

Operating cost per ton is the sum of cash costs and depreciation, depletion and amortization expense divided by tons sold.

 

In the Bituminous Thermal segment, Arch’s cash margin nearly doubled versus the first quarter to $11.51 per ton in the second quarter of 2014. Average sales price per ton increased 9 percent over the same time period, reflecting increased domestic demand and lower export volumes. Arch recorded a cash cost of $19.83 per ton in the second quarter of 2014, a 12 percent decline versus the first quarter, driven by strong operating performances at the mines in the segment.

 

Market Trends

 

Arch believes the current coal market downturn is unsustainable over the long term. While global metallurgical coal prices are expected to remain soft throughout 2014, global steel production, a driver of metallurgical coal demand, has increased by 2.5 percent year-to-date and appears poised for continued expansion. Announced closures of higher-cost metallurgical coal supply have accelerated as 2014 has progressed, and many capital growth projects have been delayed or cancelled as current prevailing prices do not justify incremental investment. Arch expects all of these factors to bring better balance to global metallurgical markets over time.

 

Adding to near-term pressures, prevailing soft seaborne thermal and metallurgical prices are likely to limit U.S. coal exports this year. Arch expects industry-wide coal exports from the United States to decline below 100 million tons for 2014 compared with 2013 export levels of 117 million tons.

 

In the domestic coal market, U.S. electric generation grew 2 percent through the first half of 2014, according to the Edison Electric Institute. Coal stockpiles at U.S. power generators have declined markedly this year, due to higher competing fuel prices and increased power load.

 

With prevailing mild summer temperatures to date, Arch now expects domestic coal consumption to increase by approximately 20 million tons in 2014 compared to last year. Even

 

4



 

with the mild summer weather, however, coal stockpiles at power generators are likely to shrink — and could end the year at around 50 days of supply. Customer coal inventories in some regions, such as the Powder River Basin, could decline to below-normal levels.

 

Company Outlook

 

 

 

2014

 

2015

 

 

 

Tons

 

$ per ton

 

Tons

 

$ per ton

 

Sales Volume (in millions tons)

 

 

 

 

 

 

 

 

 

 

 

 

 

Thermal

 

124.0

 -

130.0

 

 

 

 

 

 

 

 

 

Met

 

6.3

 -

6.9

 

 

 

 

 

 

 

 

 

Total

 

130.3

 -

136.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Powder River Basin

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced

 

 

 

109.8

 

 

 

$13.00

 

74.9

 

$

13.72

 

Committed, Unpriced

 

 

 

3.6

 

 

 

 

 

9.7

 

 

 

Total Committed

 

 

 

113.4

 

 

 

 

 

84.6

 

 

 

Average Cash Cost

 

 

 

 

 

$10.80

 -

$11.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appalachia

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced Thermal

 

 

 

7.3

 

 

 

$57.72

 

3.4

 

$

56.71

 

Committed, Unpriced Thermal

 

 

 

0.2

 

 

 

 

 

 

 

 

Committed, Priced Metallurgical

 

 

 

6.0

 

 

 

$82.44

 

1.6

 

$

85.53

 

Committed, Unpriced Metallurgical

 

 

 

0.2

 

 

 

 

 

0.3

 

 

 

Total Committed

 

 

 

13.7

 

 

 

 

 

5.3

 

 

 

Average Cash Cost

 

 

 

 

 

$62.50

 -

$64.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bituminous Thermal

 

 

 

 

 

 

 

 

 

 

 

 

 

Committed, Priced

 

 

 

7.6

 

 

 

$31.00

 

3.3

 

$

36.32

 

Committed, Unpriced

 

 

 

0.2

 

 

 

 

 

 

 

 

Total Committed

 

 

 

7.8

 

 

 

 

 

3.3

 

 

 

Average Cash Cost

 

 

 

 

 

$21.00

 -

$23.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate (in $ millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

D,D&A

 

 

 

 

 

$410

 -

$430

 

 

 

 

 

S,G&A

 

 

 

 

 

$118

 -

$124

 

 

 

 

 

Interest Expense

 

 

 

 

 

$382

 -

$392

 

 

 

 

 

Capital Expenditures

 

 

 

 

 

$170

 -

$180

 

 

 

 

 

 

Based on current expectations, Arch is reducing its sales volume targets for 2014, reflecting the result of ongoing transportation bottlenecks affecting thermal coal deliveries and the impact of metallurgical production curtailments. Arch now expects thermal sales volumes for 2014 to be in the range of 124 million to 130 million tons. The company has lowered its metallurgical coal sales guidance, and now expects to ship between 6.3 million and 6.9 million tons for 2014.

 

Offsetting the volume reductions, Arch has reduced its annual cash-cost-per-ton guidance range for both its Appalachian and Bituminous Thermal segments. However, the company anticipates the timing of two longwall moves in West Virginia and the cost of idling Cumberland River to temporarily impact the Appalachian reported costs during the third quarter. Additionally, Arch is further reducing its capital expenditures for 2014, and now expects to spend $170 million to $180 million for capital programs, inclusive of land and reserve additions.

 

“Looking ahead, we remain focused on those factors within our control to position Arch for a future market rebound,” said Eaves. “As coal markets turn, Arch can leverage its superior low-cost thermal and metallurgical asset base to create substantial value for our stakeholders.”

 

A conference call regarding Arch Coal’s second quarter 2014 financial results will be webcast live today at 11 a.m. Eastern time. The conference call can be accessed via the “investor” section of the Arch Coal website (http://investor.archcoal.com).

 

5



 

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 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.

 

# # #

 

6



 

Arch Coal, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

713,776

 

$

766,332

 

$

1,449,747

 

$

1,503,702

 

 

 

 

 

 

 

 

 

 

 

Costs, expenses and other operating

 

 

 

 

 

 

 

 

 

Cost of sales

 

622,137

 

656,198

 

1,308,451

 

1,305,941

 

Depreciation, depletion and amortization

 

102,464

 

111,085

 

206,887

 

221,278

 

Amortization of acquired sales contracts, net

 

(3,239

)

(2,209

)

(6,935

)

(5,019

)

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

 

(2,992

)

(9,008

)

(2,078

)

(7,700

)

Asset impairment costs

 

1,512

 

20,482

 

1,512

 

20,482

 

Selling, general and administrative expenses

 

29,931

 

34,302

 

59,067

 

67,511

 

Other operating income, net

 

(232

)

(8,239

)

(8,230

)

(11,081

)

 

 

749,581

 

802,611

 

1,558,674

 

1,591,412

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(35,805

)

(36,279

)

(108,927

)

(87,710

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest expense

 

(97,960

)

(94,756

)

(194,431

)

(189,830

)

Interest and investment income

 

2,036

 

1,216

 

3,879

 

4,052

 

 

 

(95,924

)

(93,540

)

(190,552

)

(185,778

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(131,729

)

(129,819

)

(299,479

)

(273,488

)

Benefit from income taxes

 

(34,869

)

(49,468

)

(78,480

)

(108,821

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(96,860

)

(80,351

)

(220,999

)

(164,667

)

Income from discontinued operations, net of tax

 

 

 

8,145

 

 

 

22,412

 

Net loss

 

$

(96,860

)

$

(72,206

)

$

(220,999

)

$

(142,255

)

 

 

 

 

 

 

 

 

 

 

Losses per common share

 

 

 

 

 

 

 

 

 

Basic and diluted LPS - Loss from continuing operations

 

$

(0.46

)

$

(0.38

)

$

(1.04

)

$

(0.78

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted LPS - Net loss

 

$

(0.46

)

$

(0.34

)

$

(1.04

)

$

(0.67

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average shares outstanding

 

212,225

 

212,082

 

212,198

 

212,072

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

 

$

0.03

 

$

0.01

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA From Continuing Operations(A)

 

$

64,932

 

$

93,079

 

$

92,537

 

$

149,031

 

Adjusted EBITDA (A)

 

$

64,932

 

$

110,550

 

$

92,537

 

$

194,179

 

Adjusted diluted loss per common share (A)

 

$

(0.46

)

$

(0.29

)

$

(1.06

)

$

(0.62

)

 


(A) Amounts 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)

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

740,154

 

$

911,099

 

Short term investments

 

248,647

 

248,414

 

Trade accounts receivable

 

203,782

 

198,020

 

Other receivables

 

35,369

 

31,553

 

Inventories

 

228,726

 

264,161

 

Prepaid royalties

 

7,932

 

8,083

 

Deferred income taxes

 

48,786

 

49,144

 

Coal derivative assets

 

14,122

 

14,851

 

Other current assets

 

54,270

 

56,746

 

Total current assets

 

1,581,788

 

1,782,071

 

 

 

 

 

 

 

Property, plant and equipment, net

 

6,603,458

 

6,734,286

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

Prepaid royalties

 

87,494

 

87,577

 

Equity investments

 

229,514

 

221,456

 

Other noncurrent assets

 

153,854

 

164,803

 

Total other assets

 

470,862

 

473,836

 

Total assets

 

$

8,656,108

 

$

8,990,193

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

160,209

 

$

176,142

 

Accrued expenses and other current liabilities

 

294,317

 

278,587

 

Current maturities of debt

 

27,266

 

33,493

 

Total current liabilities

 

481,792

 

488,222

 

Long-term debt

 

5,116,353

 

5,118,002

 

Asset retirement obligations

 

395,813

 

402,713

 

Accrued pension benefits

 

13,925

 

7,111

 

Accrued postretirement benefits other than pension

 

38,034

 

39,255

 

Accrued workers’ compensation

 

74,083

 

78,062

 

Deferred income taxes

 

332,207

 

413,546

 

Other noncurrent liabilities

 

172,512

 

190,033

 

Total liabilities

 

6,624,719

 

6,736,944

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

2,141

 

2,141

 

Paid-in capital

 

3,044,082

 

3,038,613

 

Treasury stock, at cost

 

(53,848

)

(53,848

)

Accumulated deficit

 

(994,471

)

(771,349

)

Accumulated other comprehensive income

 

33,485

 

37,692

 

Total stockholders’ equity

 

2,031,389

 

2,253,249

 

Total liabilities and stockholders’ equity

 

$

8,656,108

 

$

8,990,193

 

 



 

Arch Coal, Inc. and Subsidiaries

Schedule of Consolidated Debt

(In thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2014

 

2013

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Term loan due 2018 ($1.92 billion and $1.93 billion face value, respectively)

 

$

1,898,697

 

$

1,906,975

 

7.00% senior notes due 2019 at par

 

1,000,000

 

1,000,000

 

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

 

362,867

 

362,358

 

8.00% senior secured notes due 2019 at par

 

350,000

 

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

 

32,055

 

32,162

 

 

 

5,143,619

 

5,151,495

 

Less: current maturities of debt

 

27,266

 

33,493

 

Long-term debt

 

$

5,116,353

 

$

5,118,002

 

 

 

 

 

 

 

Calculation of net debt

 

 

 

 

 

Total debt

 

$

5,143,619

 

$

5,151,495

 

Less liquid assets

 

 

 

 

 

Cash and cash equivalents

 

740,154

 

911,099

 

Short term investments

 

248,647

 

248,414

 

 

 

988,801

 

1,159,513

 

Net debt

 

$

4,154,818

 

$

3,991,982

 

 



 

Arch Coal, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

 

 

(Unaudited)

 

Operating activities

 

 

 

 

 

Net loss

 

$

(220,999

)

$

(142,255

)

Adjustments to reconcile to cash provided by operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

206,887

 

237,668

 

Amortization of acquired sales contracts, net

 

(6,935

)

(5,019

)

Amortization relating to financing activities

 

7,757

 

12,346

 

Prepaid royalties expensed

 

3,575

 

9,251

 

Employee stock-based compensation expense

 

5,469

 

5,804

 

Asset impairment costs

 

1,512

 

20,482

 

Gains on disposals and divestitures, net

 

(18,506

)

(2,819

)

Deferred income taxes

 

(78,568

)

(102,172

)

Changes in:

 

 

 

 

 

Receivables

 

267

 

(3,909

)

Inventories

 

3,522

 

8,771

 

Accounts payable, accrued expenses and other current liabilities

 

10,495

 

(4,062

)

Income taxes, net

 

(571

)

(29

)

Other

 

7,749

 

17,988

 

Cash provided by (used in) operating activities

 

(78,346

)

52,045

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Capital expenditures

 

(95,746

)

(169,064

)

Payments of minimum royalties

 

(3,341

)

(10,162

)

Proceeds from sale-leaseback transactions

 

 

5,080

 

Proceeds from disposals and divestitures

 

43,245

 

34,919

 

Purchases of short term investments

 

(168,951

)

(61,870

)

Proceeds from sales of short term investments

 

166,018

 

47,097

 

Investments in and advances to affiliates

 

(9,501

)

(8,142

)

Change in restricted cash

 

 

2,368

 

Cash used in investing activities

 

(68,276

)

(159,774

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Payments on term loan

 

(9,750

)

(8,250

)

Net payments on other debt

 

(9,390

)

(11,703

)

Debt financing costs

 

(1,957

)

 

Dividends paid

 

(2,123

)

(12,735

)

Change in restricted cash

 

(1,103

)

 

Cash used in financing activities

 

(24,323

)

(32,688

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(170,945

)

(140,417

)

Cash and cash equivalents, beginning of period

 

911,099

 

784,622

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

740,154

 

$

644,205

 

 



 

Arch Coal, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(In thousands, except per share data)

 

Included in the accompanying release are certain non-GAAP measures as defined by Regulation G.

The following reconciles these items to cost of sales, 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 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 June 30,

 

 

 

2014

 

2013

 

 

 

Total Company

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

 

 

(Unaudited)

 

Net loss

 

$

(96,860

)

$

(80,351

)

$

8,145

 

$

(72,206

)

Income tax provision (benefit)

 

(34,869

)

(49,468

)

1,603

 

(47,865

)

Interest expense, net

 

95,924

 

93,540

 

8

 

93,548

 

Depreciation, depletion and amortization

 

102,464

 

111,085

 

7,715

 

118,800

 

Amortization of acquired sales contracts, net

 

(3,239

)

(2,209

)

 

(2,209

)

Asset impairment costs

 

 

1,512

 

20,482

 

 

20,482

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

64,932

 

$

93,079

 

$

17,471

 

$

110,550

 

 

 

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

 

 

Total Company

 

Continuing
Operations

 

Discontinued
Operations

 

Total Company

 

 

 

(Unaudited)

 

Net loss

 

$

(220,999

)

$

(164,667

)

$

22,412

 

$

(142,255

)

Income tax provision (benefit)

 

(78,480

)

(108,821

)

6,325

 

(102,496

)

Interest expense, net

 

190,552

 

185,778

 

21

 

185,799

 

Depreciation, depletion and amortization

 

206,887

 

221,278

 

16,390

 

237,668

 

Amortization of acquired sales contracts, net

 

(6,935

)

(5,019

)

 

(5,019

)

Asset impairment costs

 

1,512

 

20,482

 

 

20,482

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

92,537

 

$

149,031

 

$

45,148

 

$

194,179

 

 

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 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 June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(Unaudited)

 

(Unaudited)

 

Net loss

 

$

(96,860

)

$

(72,206

)

$

(220,999

)

$

(142,255

)

 

 

 

 

 

 

 

 

 

 

Amortization of acquired sales contracts, net

 

(3,239

)

(2,209

)

(6,935

)

(5,019

)

Asset impairment costs

 

1,512

 

20,482

 

1,512

 

20,482

 

Tax impact of adjustments

 

622

 

(6,578

)

1,952

 

(5,567

)

 

 

 

 

 

 

 

 

 

 

Adjusted net loss attributable to Arch Coal

 

$

(97,965

)

$

(60,511

)

$

(224,470

)

$

(132,359

)

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

212,225

 

212,082

 

212,198

 

212,072

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share attributable to Arch Coal

 

$

(0.46

)

$

(0.34

)

$

(1.04

)

$

(0.67

)

 

 

 

 

 

 

 

 

 

 

Amortization of acquired sales contracts, net

 

(0.02

)

(0.01

)

(0.03

)

(0.02

)

Asset impairment costs

 

0.01

 

0.10

 

0.01

 

0.10

 

Tax impact of adjustments

 

0.01

 

(0.04

)

0.01

 

(0.03

)

Adjusted diluted loss per share

 

$

(0.46

)

$

(0.29

)

$

(1.06

)

$

(0.62

)

 

Cash costs per ton

 

Cash costs per ton exclude the costs of depreciation, depletion and amortization and pass-through transportation costs, and may be adjusted for other items that, due to accounting rules, are classified in “other income/expense” on the statement of operations, but relate directly to the costs incurred to produce coal. Cash costs per ton are not measures of financial performance in accordance with generally accepted accounting principles.  We believe cash costs per ton better reflect our controllable costs and our operating results by including all cash costs incurred to produce coal. The adjustments made to arrive at these measures are significant in understanding and assessing our financial condition.  Therefore, cash costs per ton should not be considered in isolation, nor as an alternative to cost of sales per ton under generally accepted accounting principles.

 

The following reconciles cost of sales on our condensed consolidated statement of operations to cash cost per ton.

 

 

 

Three Months Ended June 30,

 

Three Months
Ended March 31,

 

 

 

2014

 

2013

 

2014

 

 

 

(Unaudited)

 

Cost of sales on condensed consolidated statement of operations

 

$

622,137

 

$

656,198

 

$

686,314

 

Transportation costs billed to customers

 

(50,613

)

(63,968

)

(106,959

)

Settlements of heating oil derivatives used to manage diesel fuel purchase price risk

 

1,684

 

3,584

 

1,879

 

Other (other operating segments, operating overhead, land management, etc.)

 

(3,929

)

(6,155

)

(4,689

)

 

 

 

 

 

 

 

 

Total cash costs

 

$

569,279

 

$

589,659

 

$

576,545

 

Total tons sold

 

32,663

 

32,953

 

31,357

 

Total cash cost per ton

 

$

17.43

 

$

17.89

 

$

18.39