Exhibit 99.1
Unaudited Pro Forma Financial Information
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2005 has been prepared as if the sale of the Contributed Properties (as described in Item 1.01 of this Current report on Form 8-K) occurred on September 30, 2005. The following Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2004 and Nine Months Ended September 30, 2005, respectively, have been prepared as if the sale of the Contributed Properties occurred on January 1, 2004. In accordance with pro forma accounting rules, no gain or loss from the actual divestment is reflected in the Unaudited Pro Forma Condensed Consolidated Statements of Operations.
The unaudited pro forma financial information was prepared in accordance with Article 11 of the United States Securities and Exchange Commission Regulation S-X. The historical pro forma financial information as of September 30, 2005 and for the nine months ended September 30, 2005 was derived from the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005. The historical pro forma financial information for the year ended December 31, 2004 was derived from the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The unaudited pro forma financial information should be read in conjunction with these reports. The unaudited pro forma financial information and the related notes are provided for information purposes only and do not purport to be indicative of the results which would have been obtained by Arch Coal, Inc. had the Contributed Properties been sold on the dates indicated or which may be expected to occur in the future. The operating results of the Contributed Properties for the nine months ended September 30, 2005 and year ended December 31, 2004 represent the revenues and directly related expenses only of the sales contracts and related operations of the Contributed Properties and do not purport to represent all the costs, expenses and results associated with a stand-alone, separate company.
Arch Coal, Inc. and Subsidiaries
Unaudited Pro-Forma Condensed Consolidated Balance Sheets
(In thousands)
| | | | | | | | | | | | |
| | September 30, 2005 | |
| | Arch Coal, Inc | | | Sale of Contributed | | | | |
| | Historical | | | Properties (1) | | | Pro-Forma | |
| | | |
Assets | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 227,428 | | | $ | (27 | ) | | $ | 227,401 | |
Trade receivables | | | 252,031 | | | | (55,089 | ) | | | 196,942 | |
Other receivables | | | 30,377 | | | | (5,309 | ) | | | 25,068 | |
Inventories | | | 142,012 | | | | (25,392 | ) | | | 116,620 | |
Other | | | 42,631 | | | | (12,257 | ) | | | 30,374 | |
| | | | | | | | | |
Total current assets | | | 694,479 | | | | (98,074 | ) | | | 596,405 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Property, plant and equipment, net | | | 2,117,463 | | | | (307,551 | ) | | | 1,809,912 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other assets | | | 533,960 | | | | (3,595 | ) | | | 530,365 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | $ | 3,345,902 | | | $ | (409,220 | ) | | $ | 2,936,682 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Accounts payable | | $ | 183,526 | | | $ | (24,234 | ) | | $ | 159,292 | |
Accrued expenses | | | 213,009 | | | | (51,687 | ) | | | 161,322 | |
Current portion of debt | | | 3,124 | | | | — | | | | 3,124 | |
| | | | | | | | | |
Total current liabilities | | | 399,659 | | | | (75,921 | ) | | | 323,738 | |
Long-term debt | | | 972,875 | | | | — | | | | 972,875 | |
Accrued postretirement benefits other than pension | | | 402,073 | | | | (345,306 | ) | | | 56,767 | |
Asset retirement obligations | | | 184,538 | | | | (30,165 | ) | | | 154,373 | |
Workers’ compensation | | | 74,698 | | | | (28,932 | ) | | | 45,766 | |
Other noncurrent liabilities | | | 144,055 | | | | (15,675 | ) | | | 128,380 | |
| | | | | | | | | |
Total liabilities | | | 2,177,898 | | | | (495,999 | ) | | | 1,681,899 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Stockholders’ equity | | | | | | | | | | | | |
Preferred stock | | | 29 | | | | — | | | | 29 | |
Common stock | | | 647 | | | | — | | | | 647 | |
Paid-in capital | | | 1,343,082 | | | | — | | | | 1,343,082 | |
Retained deficit | | | (157,979 | ) | | | 86,779 | | | | (71,200 | ) |
Unearned compensation | | | (3,140 | ) | | | — | | | | (3,140 | ) |
Treasury stock, at cost | | | (1,190 | ) | | | — | | | | (1,190 | ) |
Accumulated other comprehensive loss | | | (13,445 | ) | | | — | | | | (13,445 | ) |
| | | | | | | | | |
Total stockholders’ equity | | | 1,168,004 | | | | 86,779 | | | | 1,254,783 | |
| | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 3,345,902 | | | $ | (409,220 | ) | | $ | 2,936,682 | |
| | | | | | | | | |
| | |
(1) | | To reflect the removal of account balances associated with the Contributed Properties. |
1
Arch Coal, Inc. and Subsidiaries
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
(In thousands, except per share data)
| | | | | | | | | | | | |
| | Year Ended | |
| | December 31, 2004 | |
| | Arch Coal, Inc. | | | Sale of Contributed | | | | |
| | Historical | | | Properties (1) | | | Pro-Forma | |
Revenues | | | | | | | | | | | | |
Coal sales | | $ | 1,907,168 | | | $ | (386,150 | ) | | $ | 1,521,018 | |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of coal sales | | | 1,638,284 | | | | (358,524 | ) | | | 1,279,760 | |
Depreciation, depletion and amortization | | | 166,322 | | | | (32,849 | ) | | | 133,473 | |
Selling, general and administrative expenses | | | 52,842 | | | | — | | | | 52,842 | |
Long-term incentive compensation expense | | | 5,495 | | | | — | | | | 5,495 | |
Other expenses | | | 35,758 | | | | (900 | ) | | | 34,858 | |
| | | | | | | | | |
| | | 1,898,701 | | | | (392,273 | ) | | | 1,506,428 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other operating income | | | | | | | | | | | | |
Income from equity investments | | | 10,828 | | | | — | | | | 10,828 | |
Gain on sale of units of Natural Resource Partners, LP | | | 91,268 | | | | — | | | | 91,268 | |
Other operating income | | | 67,483 | | | | (2,850 | ) | | | 64,633 | |
| | | | | | | | | |
| | | 169,579 | | | | (2,850 | ) | | | 166,729 | |
| | | | | | | | | |
Income from operations | | | 178,046 | | | | 3,273 | | | | 181,319 | |
| | | | | | | | | | | | |
Interest expense, net: | | | | | | | | | | | | |
Interest expense | | | (62,634 | ) | | | — | | | | (62,634 | ) |
Interest income | | | 6,130 | | | | — | | | | 6,130 | |
| | | | | | | | | |
| | | (56,504 | ) | | | — | | | | (56,504 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Other non-operating income (expense): | | | | | | | | | | | | |
Expenses resulting from early debt extinguishment and termination of hedge accounting for interest rate swaps | | | (9,010 | ) | | | — | | | | (9,010 | ) |
Other non-operating income (expense) | | | 1,044 | | | | — | | | | 1,044 | |
| | | | | | | | | |
| | | (7,966 | ) | | | — | | | | (7,966 | ) |
| | | | | | | | | |
Income before income taxes | | | 113,576 | | | | 3,273 | | | | 116,849 | |
(Benefit from) provision for income taxes | | | (130 | ) | | | 4 | | | | (126 | ) |
| | | | | | | | | |
Net income | | | 113,706 | | | | 3,269 | | | | 116,975 | |
Preferred stock dividends | | | (7,187 | ) | | | — | | | | (7,187 | ) |
| | | | | | | | | |
Net income available to common shareholders | | $ | 106,519 | | | $ | 3,269 | | | $ | 109,788 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per common share | | | | | | | | | | | | |
Basic earnings per common share | | $ | 1.91 | | | | | | | $ | 1.97 | |
Diluted earnings per common share | | $ | 1.78 | | | | | | | $ | 1.83 | |
| | |
(1) | | To reflect the removal of the Contributed Properties’ results of operations. |
2
Arch Coal, Inc. and Subsidiaries
Unaudited Pro-Forma Condensed Consolidated Statements of Operations
(In thousands, except per share data)
| | | | | | | | | | | | |
| | Nine Months Ended | |
| | September 30, 2005 | |
| | Arch Coal, Inc. | | | Sale of Contributed | | | | |
| | Historical | | | Properties (1) | | | Pro-Forma | |
Revenues | | | | | | | | | | | | |
Coal sales | | $ | 1,888,978 | | | $ | (275,861 | ) | | $ | 1,613,117 | |
| | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | |
Cost of coal sales | | | 1,608,439 | | | | (254,606 | ) | | | 1,353,833 | |
Depreciation, depletion and amortization | | | 160,887 | | | | (25,031 | ) | | | 135,856 | |
Selling, general and administrative expenses | | | 60,540 | | | | — | | | | 60,540 | |
Other expenses | | | 40,695 | | | | (632 | ) | | | 40,063 | |
| | | | | | | | | |
| | | 1,870,561 | | | | (280,269 | ) | | | 1,590,292 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Other operating income | | | | | | | | | | | | |
Income from equity investments | | | — | | | | — | | | | — | |
Gain on sale of units of Natural Resource Partners, LP | | | — | | | | — | | | | — | |
Other operating income | | | 63,206 | | | | (2,371 | ) | | | 60,835 | |
| | | | | | | | | |
| | | 63,206 | | | | (2,371 | ) | | | 60,835 | |
| | | | | | | | | |
Income from operations | | | 81,623 | | | | 2,037 | | | | 83,660 | |
| | | | | | | | | | | | |
Interest expense, net: | | | | | | | | | | | | |
Interest expense | | | (55,454 | ) | | | — | | | | (55,454 | ) |
Interest income | | | 5,635 | | | | — | | | | 5,635 | |
| | | | | | | | | |
| | | (49,819 | ) | | | — | | | | (49,819 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Other non-operating income (expense): | | | | | | | | | | | | |
Expenses resulting from early debt extinguishment and termination of hedge accounting for interest rate swaps | | | (6,082 | ) | | | — | | | | (6,082 | ) |
Other non-operating income (expense) | | | (1,497 | ) | | | — | | | | (1,497 | ) |
| | | | | | | | | |
| | | (7,579 | ) | | | — | | | | (7,579 | ) |
| | | | | | | | | |
Income before income taxes | | | 24,225 | | | | 2,037 | | | | 26,262 | |
(Benefit from) provision for income taxes | | | (4,750 | ) | | | 399 | | | | (4,351 | ) |
| | | | | | | | | |
Net income | | | 28,975 | | | | 1,638 | | | | 30,613 | |
Preferred stock dividends | | | (5,391 | ) | | | — | | | | (5,391 | ) |
| | | | | | | | | |
Net income available to common shareholders | | $ | 23,584 | | | $ | 1,638 | | | $ | 25,222 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per common share | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.37 | | | | | | | $ | 0.40 | |
Diluted earnings per common share | | $ | 0.37 | | | | | | | $ | 0.40 | |
| | |
(1) | | To reflect the removal of the Contributed Properties’ results of operations |
3