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): September 30, 2011 (September 30, 2011)
Arch Coal, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-13105 |
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43-0921172 |
(State or other jurisdiction of |
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(Commission File Number) |
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(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)
Registrants 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 September 30, 2011, Arch Coal, Inc. issued the attached press release entitled Arch Coal Revises Earnings Guidance for Full Year 2011, Announces Date of Third Quarter Earnings Conference Call.
The information contained in Item 2.02 and the exhibits 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 (the Securities Act) 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 |
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Description |
99.1 |
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Press release dated September 30, 2011. |
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: September 30, 2011 |
Arch Coal, Inc. | |
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By: |
/s/ Robert G. Jones |
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Robert G. Jones |
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Senior Vice President Law, General Counsel and Secretary |
Exhibit 99.1
News from |
For Further Information:
Deck S. Slone
Vice President, Government, Investor and Public Affairs
314/994-2717
FOR IMMEDIATE RELEASE
Arch Coal Revises Earnings Guidance for Full Year 2011,
Announces Date of Third Quarter Earnings Conference Call
ST. LOUIS (September 30, 2011) Arch Coal, Inc. (NYSE:ACI) today announced that it expects its adjusted earnings before interest, taxes, depreciation, depletion and amortization (EBITDA(1)) to be in the $900 million to $1.0 billion range for full year 2011, representing the highest level in company history but below the previous range given on July 29, 2011. The company also expects its 2011 adjusted earnings per diluted share (EPS(1)) to be in the range of $1.00 per share to $1.40 per share, subject to the final determination of purchase price accounting for the acquisition of International Coal Group.
The reduction in earnings guidance resulted largely from lost metallurgical coal production at the Mountain Laurel complex. During the third quarter, Mountain Laurel encountered unfavorable geologic conditions and its longwall was idled for nearly 45 days following a roof fall in August. The longwall restarted in late September, and is currently operating in the final panel of the Alma coal seam before it transitions to the Cedar Grove seam.
Arch plans to provide additional details on its operating performance and outlook in its third quarter 2011 earnings release, which is scheduled before market on Friday, Oct. 28, and subsequent conference call, which will be broadcast live over the Internet at 11:00 am E.D.T.
U.S.-based Arch Coal is a top five global coal producer and marketer, with 179 million tons of coal sold pro forma in 2010. Arch is the most diversified American coal company, with mining complexes across every major U.S. coal supply basin. Its core business is supplying cleaner-burning, low-sulfur thermal and metallurgical coal to power generators and steel manufacturers on four continents.
# # #
(1) Non-GAAP reconciliations are provided at the end of the release.
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.
Arch Coal, Inc. and Subsidiaries
Reconciliation of Non-GAAP Measures
(In thousands)
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 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 to calculate Adjusted EBITDA are significant in understanding and assessing our financial condition. Therefore, Adjusted EBITDA should not be considered in isolation nor as an alternative to net income, income 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 service and incur debt based on ongoing operations. Furthermore, analogous measures are used by industry analysts to evaluate 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.
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Targeted Results |
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Year Ended December 31, 2011 |
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Low |
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High |
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(Unaudited) |
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Net income |
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140,000 |
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224,000 |
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Income tax expense |
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12,000 |
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27,000 |
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Interest expense, net |
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224,000 |
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222,000 |
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Depreciation, depletion and amortization |
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449,000 |
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465,000 |
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Amortization of acquired sales contracts, net |
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(27,000 |
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(43,000 |
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Acquisition and transition costs |
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50,552 |
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53,552 |
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Bridge financing costs related to ICG |
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49,490 |
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49,490 |
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Net loss resulting from early retirement of ICG debt |
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1,958 |
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1,958 |
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Adjusted EBITDA |
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$ |
900,000 |
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$ |
1,000,000 |
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Adjusted net income and adjusted diluted earnings per common share
Adjusted net income and adjusted diluted earnings 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 income and adjusted diluted earnings 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 income and adjusted diluted earnings per share should not be considered in isolation, nor as an alternative to net income or diluted earnings per common share under generally accepted accounting principles.
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Targeted Results |
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Year Ended December 31, 2011 |
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Low |
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High |
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(Unaudited) |
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Net income attributable to Arch Coal |
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$ |
140,000 |
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$ |
224,000 |
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Amortization of acquired sales contracts, net |
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(27,000 |
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(43,000 |
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Acquisition and transition costs |
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50,552 |
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53,552 |
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Bridge financing costs related to ICG |
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49,490 |
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49,490 |
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Net loss resulting from early retirement of ICG debt |
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1,958 |
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1,958 |
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Tax impact of adjustments |
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(23,794 |
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(18,984 |
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Adjusted net income attributable to Arch Coal |
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$ |
191,206 |
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$ |
267,016 |
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Diluted weighted average shares outstanding |
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191,092 |
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191,092 |
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Diluted earnings per share |
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$ |
0.73 |
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$ |
1.17 |
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Amortization of acquired sales contracts, net |
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(0.14 |
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(0.23 |
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Acquisition and transition costs |
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0.26 |
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0.28 |
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Bridge financing costs related to ICG |
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0.26 |
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0.26 |
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Net loss resulting from early debt extinguishment |
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0.01 |
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0.01 |
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Tax impact of adjustments |
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(0.12 |
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(0.09 |
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Adjusted diluted earnings per share |
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$ |
1.00 |
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$ |
1.40 |
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