Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ARCH COAL INC | |
Entity Central Index Key | 1,037,676 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,999,358 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 550,305 | $ 688,544 | $ 1,398,709 | $ 2,010,011 |
Costs, expenses and other operating | ||||
Cost of sales (exclusive of items shown separately below) | 450,427 | 540,192 | 1,288,785 | 1,668,766 |
Depreciation, depletion and amortization | 69,423 | 103,965 | 191,581 | 306,211 |
Amortization of acquired sales contracts, net | 104 | (1,994) | (728) | (7,028) |
Change in fair value of coal derivatives and coal trading activities, net | 488 | (3,559) | 2,856 | (1,128) |
Asset impairment and mine closure costs | 46 | 2,120,292 | 129,267 | 2,139,438 |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 149,314 | 0 | 149,314 |
Selling, general and administrative expenses | 20,498 | 25,731 | 59,343 | 72,604 |
Other operating (income) expense, net | (2,476) | (8,625) | (15,257) | 7,864 |
Total operating expenses | 538,510 | 2,925,316 | 1,655,847 | 4,336,041 |
Income (loss) from operations | 11,795 | (2,236,772) | (257,138) | (2,326,030) |
Interest expense, net | ||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | (46,164) | (99,759) | (135,888) | (298,585) |
Interest and investment income | 582 | 672 | 2,653 | 4,007 |
Interest expense, net | (45,582) | (99,087) | (133,235) | (294,578) |
Loss before nonoperating expenses | (33,787) | (2,335,859) | (390,373) | (2,620,608) |
Nonoperating expenses | ||||
Expenses related to proposed debt restructuring | 0 | (7,482) | (2,213) | (11,498) |
Reorganization items, net | (20,904) | 0 | (46,050) | 0 |
Nonoperating income (expense) | (20,904) | (7,482) | (48,263) | (11,498) |
Loss before income taxes | (54,691) | (2,343,341) | (438,636) | (2,632,106) |
Benefit from income taxes | (3,270) | (343,865) | (4,626) | (351,332) |
Net loss | $ (51,421) | $ (1,999,476) | $ (434,010) | $ (2,280,774) |
Net loss per common share | ||||
Basic and diluted - Net loss per share (usd per share) | $ (2.41) | $ (93.91) | $ (20.38) | $ (107.16) |
Basic and diluted weighted average shares outstanding (shares) | 21,293 | 21,292 | 21,293 | 21,283 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Contractual interest | $ 101,520 | $ 300,852 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net loss | $ (51,421) | $ (1,999,476) | $ (434,010) | $ (2,280,774) |
Derivative instruments | ||||
Comprehensive income (loss) before tax | (149) | (2,527) | (535) | (681) |
Income tax benefit (provision) | 0 | 910 | 81 | 246 |
Derivatives qualifying as hedges, adjustment, net of tax | (149) | (1,617) | (454) | (435) |
Pension, postretirement and other post-employment benefits | ||||
Comprehensive income (loss) before tax | 2,243 | 1,182 | (1,844) | 4,950 |
Income tax benefit (provision) | 0 | (425) | 481 | (1,782) |
Pension and other postretirement benefit plans, adjustment, net of tax | 2,243 | 757 | (1,363) | 3,168 |
Available-for-sale securities | ||||
Comprehensive income (loss) before tax | (438) | (362) | 2,969 | (3) |
Income tax benefit (provision) | 0 | 128 | (1,043) | (4) |
Available-for-sale securities adjustment, net of tax | (438) | (234) | 1,926 | (7) |
Total other comprehensive income (loss) | 1,656 | (1,094) | 109 | 2,726 |
Total comprehensive loss | $ (49,765) | $ (2,000,570) | $ (433,901) | $ (2,278,048) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 400,205 | $ 450,781 |
Short term investments | 111,451 | 200,192 |
Restricted cash | 81,563 | 97,542 |
Trade accounts receivable (net of allowance for doubtful accounts of $0 and $7.8 million, respectively) | 165,522 | 117,405 |
Other receivables | 17,227 | 18,362 |
Inventories | 159,410 | 196,720 |
Prepaid royalties | 4,805 | 10,022 |
Coal derivative assets | 2,180 | 8,035 |
Other current assets | 36,960 | 39,866 |
Total current assets | 979,323 | 1,138,925 |
Property, plant and equipment, net | 3,434,941 | 3,619,029 |
Other assets | ||
Prepaid royalties | 20,997 | 23,671 |
Equity investments | 164,232 | 201,877 |
Other noncurrent assets | 58,569 | 58,379 |
Total other assets | 243,798 | 283,927 |
Total assets | 4,658,062 | 5,041,881 |
Liabilities not subject to compromise | ||
Accounts payable | 89,966 | 128,131 |
Accrued expenses and other current liabilities | 223,780 | 329,450 |
Current maturities of debt | 3,398 | 5,042,353 |
Total current liabilities | 317,144 | 5,499,934 |
Long-term debt | 30,037 | 30,953 |
Asset retirement obligations | 394,699 | 396,659 |
Accrued pension benefits | 23,716 | 27,373 |
Accrued postretirement benefits other than pension | 87,123 | 99,810 |
Accrued workers’ compensation | 119,828 | 112,270 |
Other noncurrent liabilities | 65,824 | 119,171 |
Total liabilities not subject to compromise | 1,038,371 | 6,286,170 |
Liabilities subject to compromise | 5,295,785 | 0 |
Total liabilities | 6,334,156 | 6,286,170 |
Stockholders' deficit | ||
Common stock, $0.01 par value, authorized 26,000 shares, issued 21,448 shares and 21,446 shares at September 30, 2016 and December 31, 2015, respectively | 2,145 | 2,145 |
Paid-in capital | 3,056,307 | 3,054,211 |
Treasury stock, at cost, 152 shares at September 30, 2016 and December 31, 2015 | (53,863) | (53,863) |
Accumulated deficit | (4,678,977) | (4,244,967) |
Accumulated other comprehensive loss | (1,706) | (1,815) |
Total stockholders’ deficit | (1,676,094) | (1,244,289) |
Total liabilities and stockholders’ deficit | $ 4,658,062 | $ 5,041,881 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 7.8 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock, shares issued | 21,448,000 | 21,446,000 |
Treasury Stock, Shares | 152,000 | 152,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net loss | $ (434,010) | $ (2,280,774) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation, depletion and amortization | 191,581 | 306,211 |
Amortization of acquired sales contracts, net | (728) | (7,028) |
Amortization relating to financing activities | 12,800 | 18,960 |
Prepaid royalties expensed | 4,791 | 6,661 |
Employee stock-based compensation expense | 2,096 | 4,459 |
Asset impairment and non-cash mine closure costs | 119,194 | 2,136,610 |
Non-cash bankruptcy reorganization items | (16,634) | 0 |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 149,314 |
Expenses related to proposed debt restructuring | 2,213 | 11,498 |
Gains on disposals and divestitures, net | (6,628) | (1,191) |
Deferred income taxes | (419) | (347,180) |
Changes in: | ||
Receivables | (42,787) | (3,165) |
Inventories | 34,604 | (48,848) |
Accounts payable, accrued expenses and other current liabilities | 90,920 | (19,338) |
Income taxes, net | (4,217) | (4,303) |
Other | 15,990 | (1,568) |
Cash used in operating activities | (31,234) | (79,682) |
Investing activities | ||
Capital expenditures | (82,434) | (109,250) |
Additions to prepaid royalties | (305) | (5,808) |
Proceeds from (consideration paid for) disposals and divestitures | (2,921) | 1,020 |
Purchases of marketable securities | (98,750) | (203,094) |
Proceeds from sale or maturity of marketable securities and other investments | 187,006 | 248,362 |
Investments in and advances to affiliates | (3,440) | (7,944) |
Withdrawals (deposits) of restricted cash | 15,979 | (44,732) |
Cash provided by (used in) investing activities | 15,135 | (121,446) |
Financing activities | ||
Payments on term loan | 0 | (14,625) |
Net payments on other debt | (12,083) | (12,192) |
Expenses related to proposed debt restructuring | (2,213) | (11,498) |
Debt financing costs | (20,181) | 0 |
Cash used in financing activities | (34,477) | (38,315) |
Decrease in cash and cash equivalents | (50,576) | (239,443) |
Cash and cash equivalents, beginning of period | 450,781 | 734,231 |
Cash and cash equivalents, end of period | $ 400,205 | $ 494,788 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Arch Coal, Inc. ("Arch Coal") and its subsidiaries (the “Company”). The Company’s primary business is the production of thermal and metallurgical coal from surface and underground mines located throughout the United States, for sale to utility, industrial and steel producers both in the United States and around the world. The Company currently operates mining complexes in West Virginia, Kentucky, Virginia, Illinois, Wyoming and Colorado. All subsidiaries are wholly-owned. Intercompany transactions and accounts have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and U.S. Securities and Exchange Commission regulations. In the opinion of management, all adjustments, consisting of normal, recurring accruals considered necessary for a fair presentation, have been included. Results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 . These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. On August 4, 2015 the Company affected a 1-for-10 reverse stock split of its common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the Condensed Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-10 reverse stock split. Filing Under Chapter 11 of the United States Bankruptcy Code On January 11, 2016 (the “Petition Date”), Arch Coal and substantially all of its wholly owned domestic subsidiaries (the “Filing Subsidiaries” and, together with Arch Coal, the “Debtors”; the Debtors, solely following the effective date of the Plan, the “Reorganized Debtors”) filed voluntary petitions for reorganization (collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri (the “Court”). The Debtors’ Chapter 11 Cases (collectively, the “Chapter 11 Cases”) are being jointly administered under the caption In re Arch Coal, Inc., et al. Case No. 16-40120 (lead case). During the Chapter 11 Cases, each Debtor continues to operate its business as a “debtor in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Court. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s obligations under the documents governing each of its 7.00% senior notes due 2019, 9.875% senior notes due 2019, 8.00% senior secured second lien notes due 2019, 7.25% senior notes due 2020, 7.25% senior notes due 2021 (together, the “senior notes”) and senior secured first lien term loan due 2018 (the “Existing Credit Agreement”) (collectively with the senior notes, the “Debt Instruments”). Immediately after filing the Bankruptcy Petitions, the Company began notifying all known current or potential creditors of the Debtors of the bankruptcy filings. Additionally, on the Petition Date, the New York Stock Exchange (the “NYSE”) determined that the Company’s stock was no longer suitable for listing pursuant to Section 8.02.01D of the NYSE continued listing standards and trading in the Company’s common stock was suspended on January 11, 2016. On the Petition Date, the Debtors filed a number of motions with the Court generally designed to stabilize their operations and facilitate the Debtors’ transition into Chapter 11. Certain of these motions sought authority from the Court for the Debtors to make payments upon, or otherwise honor, certain pre-petition obligations (e.g., obligations related to certain employee wages, salaries and benefits and certain vendors and other providers essential to the Debtors’ businesses). The Court has entered orders approving the relief sought in these motions, in certain cases on an interim basis. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. As required by the Bankruptcy Code, the U.S. Trustee for the Eastern District of Missouri appointed an official committee of unsecured creditors (the “Creditors’ Committee”) on January 25, 2016. During the Chapter 11 Cases, the Creditors’ Committee represents all unsecured creditors of the Debtors and has a right to be heard on all matters that come before the Court. For periods subsequent to filing the Bankruptcy Petitions, the Company will apply the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations”, in preparing its consolidated financial statements. ASC 852 requires that financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that are realized or incurred in the bankruptcy proceedings have been recorded in a reorganization line item on the Condensed Consolidated Statement of Operations. In addition, the pre-petition obligations that may be impacted by the bankruptcy reorganization process have been classified on the balance sheet as liabilities subject to compromise. These liabilities are reported as the amounts expected to be allowed by the Court, even if they may be settled for lesser amounts. The Plan (as defined below) was confirmed by the Bankruptcy Court on September 13, 2016 and the Debtors emerged from bankruptcy on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Restructuring Support Agreement As previously disclosed, prior to the Petition Date, certain of the Debtors entered into a Restructuring Support Agreement, dated as of January 10, 2016, which agreement was amended (on February 25, 2016, March 28, 2016, April 26, 2016, May 5, 2016, June 10, 2016 and June 23, 2016). On July 5, 2016, the Debtors entered into an Amended and Restated Restructuring Support Agreement (the “Amended and Restated RSA”) with lenders holding more than 75% of the aggregate principal amount of loans outstanding under Arch’s pre-petition first lien credit facility, the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to Section 1102 of the Bankruptcy Code (the “Committee”) and certain members of the Committee. On September 29, 2016, the Amended and Restated RSA was amended to extend the deadline for substantial consummation of the Plan to coincide with the Company’s emergence from bankruptcy on October 5, 2016. Confirmation of Plan of Reorganization On September 13, 2016, the Bankruptcy Court entered an order, Docket No. 1324 (the “Confirmation Order”) confirming the Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated September 11, 2016 (the “Plan”), which order was amended on September 15, 2016, Docket No. 1334. The Plan’s effectiveness is subject to certain conditions being satisfied or waived, including, (a) the documents governing the Reorganized Debtors’ new $326.5 million first lien debt facility (the “New First Lien Debt Facility”) shall have been duly executed and delivered by the Reorganized Debtors parties thereto, and all conditions precedent to the consummation of the New First Lien Debt Facility shall have been waived or satisfied in accordance with the terms thereof, and the closing of the New First Lien Debt Facility shall have occurred; (b) the Debtors’ existing securitization facility shall be reinstated on terms substantially as set forth in the Plan Supplement; (c) all documents and agreements necessary to implement the Plan, including the Plan Supplement and the Confirmation Order, shall have been executed; and (d) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the Plan and that are required by law, regulation or order. The date on which all conditions to the effectiveness of the Plan have been satisfied or waived is the “Effective Date” of the Plan. The Company satisfied all conditions contemplated by the Plan on October 5, 2016, which is the Effective Date of the Plan and the date which the Debtors emerged from bankruptcy. For further information, see Note 19, “Subsequent Events.” The following is a summary of certain provisions of the Plan, as confirmed by the Bankruptcy Court pursuant to the Confirmation Order, and is not intended to be a complete description of the Plan. Treatment of Claims The Plan contemplates that: • Holders of allowed administrative expense claims, priority claims (other than administrative expense claims and priority tax claims) and secured claims (other than claims arising under priority claims, the prepetition first lien credit facility and prepetition second lien notes) will be paid in full. • Holders of allowed claims arising under the Debtors’ prepetition first lien credit facility (“First Lien Credit Facility”) will receive their pro rata distribution of (i) total cash payments equal to the greater of (A) $144,796,527.78 less the amount of the adequate protection payments and (B) $30,000,000 ; (ii) $326.5 million in principal amount of New First Lien Debt Facility; and (iii) 94% of the common stock of Reorganized Arch Coal (the “New Common Stock”), subject to dilution on account of (a) any Class A Common Stock (as defined below) issued upon exercise of the warrants (the “New Warrants”) issued pursuant to the Plan to purchase up to 12% of the fully diluted Class A Common Stock as of the Effective Date and exercisable at any time for a period of 7 years from the Effective Date at a strike price calculated based on a total equity capitalization of $1.425 billion and (b) the issuance of New Common Stock in an amount of up to 10% of the New Common Stock, on a fully diluted basis, pursuant to a management incentive plan (the “Management Incentive Plan”). • Holders of allowed claims on account of prepetition second lien or unsecured notes (the “Prepetition Notes”) will receive their pro rata distribution of (i) $22.636 million in cash, (ii) at such holder’s election, either (A) such holder’s pro rata share of the New Warrants or (B) such holder’s pro rata share of $25 million in cash and (iii) 6% of the New Common Stock (subject to dilution on account of any exercise of the New Warrants and pursuant to the Management Incentive Plan). • Holders of allowed general unsecured claims against Debtors (other than claims on account of the First Lien Credit Facility or Prepetition Notes) will receive their pro rata distribution of $7.364 million cash, less fees and expenses incurred by any professionals retained by a claims oversight committee up to $200,000 . • The Reorganized Debtors will waive and release any claims or causes of action that they have, had, or may have that are based on sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b) and 724(a) of the Bankruptcy Code and analogous non- bankruptcy law for all purposes against (i) prepetition trade creditors and (ii) officers, directors, employees or representatives of the Debtors or the Reorganized Debtors and all agents and representatives of all of the foregoing. However, the Reorganized Debtors will retain the right to assert any said claims as defenses or counterclaims in any cause of action brought by any creditor. New First Lien Debt Facility P ursuant to the Plan and a condition to its effectiveness, holders of allowed claims on account of the First Lien Credit Facility will receive their pro rata share of the New First Lien Debt Facility to be entered into on the Effective Date in an aggregate original principal amount of $326.5 million . The New First Lien Debt Facility will mature on the date that is five years after the Effective Date. Wilmington Trust, National Association will serve as administrative agent and collateral agent thereunder. Borrowings under the New First Lien Debt Facility will bear interest at a per annum rate equal to, at the option of Arch Coal, either (i) a London interbank offered rate (“LIBOR”) plus an applicable margin of 9% , subject to a 1% LIBOR floor, or (ii) a base rate plus an applicable margin of 8% . Interest payments will be payable quarterly in cash, unless the Debtors’ liquidity (as defined therein) after giving effect to the applicable interest payment would not exceed $300 million , in which case interest may be payable in kind at the Company’s option. The New First Lien Debt Facility will be guaranteed by all existing and future wholly owned domestic subsidiaries of Arch Coal subject to customary exceptions, and will be secured by first priority security interests on substantially all assets of each Reorganized Debtor, including 100% of the voting equity interests of directly owned domestic subsidiaries and 65% of the voting equity interests of directly owned foreign subsidiaries, subject to customary exceptions. Pursuant to the Plan, the Company entered into the New First Lien Debt Facility on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Securitization Agreement On January 13, 2016, the Company agreed with its securitization financing providers (the “Securitization Financing Providers”) that, subject to certain amendments (the “Amendments”), they will continue the $200 million trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a non-debtor special-purpose entity that is a wholly owned subsidiary of the Company (“Arch Receivable”) (the “Securitization Facility”). Pursuant to the Amendments, which have been approved by the Court on a final basis, the Debtors agreed to a revised schedule of fees payable to the administrator and the Securitization Financing Providers. The cost of an advance backstopping a letter of credit issued under the Securitization Facility is determined by two factors: (a) a program fee of 2.65% per year and payable on each settlement date to each Securitization Financing Provider deemed to have made such an advance and (b) the “discount,” which is calculated based on each Securitization Financing Provider’s costs, including its cost of the issuance and placement of short term promissory notes to fund such an advance. On May 9, 2016, the Securitization Facility was amended to exclude account receivables in respect of certain disposed mining operations of one of the Debtors and to effect the release of certain liens relating to such account receivables. On the Effective Date, the Company expects to extend and amend the existing $200 million trade accounts receivable securitization facility provided to Arch Receivable (the “Extended Securitization Facility”), which will continue to support the issuance of letters of credit and will also reinstate Arch Receivable’s ability to request cash advances as existed prior to the Petition Date. The Extended Securitization Facility will terminate at the earliest of (i) three years from the Effective Date, (ii) if Liquidity (defined in the Extended Securitization Facility) is less than $175,000,000 for a period of 60 consecutive days, the date that is the 364th day after the first day of such 60 consecutive day period and (iii) the occurrence of certain predefined events substantially consistent with the existing transaction documents. Under the Extended Securitization Facility, Arch Receivable and certain of the Reorganized Debtors party to the Extended Securitization Facility will grant to the administrator of the Extended Securitization Facility a first priority security interest in eligible trade accounts receivable generated by such Debtors from the sale of coal and all proceeds thereof. The Company extended and amended the Securitization Facility on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Going Concern The Company’s previously issued consolidated financial statements included cautionary language about its ability to continue as a going concern due to the Chapter 11 Cases. The Company emerged from Chapter 11 protection on October 5, 2016 and believes it has sufficient liquidity to fund its operations. For further information, see Note 19, “Subsequent Events.” |
Accounting Policies
Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. The Company adopted ASU 2015-03 in the first quarter of 2016 as mandated by the standard. Previously reported “other current assets” and “current maturities of debt” have been revised to reflect the retrospective application of the standard. The following reflects the retrospective application: December 31, 2015 (in thousands) Other current assets, prior to revision $ 104,723 Revision of debt issuance costs (64,857 ) Other current assets, as revised $ 39,866 Current maturities of debt, prior to revision $ 5,107,210 Revision of debt issuance costs (64,857 ) Current maturities of debt, as revised $ 5,042,353 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following items are included in accumulated other comprehensive income ("AOCI"): Pension, Postretirement and Other Accumulated Post- Other Derivative Employment Available-for- Comprehensive Instruments Benefits Sale Securities Income (In thousands) Balance at December 31, 2015 $ 325 $ (721 ) $ (1,419 ) $ (1,815 ) Unrealized gains (losses) (138 ) — 701 563 Amounts reclassified from AOCI (316 ) (1,363 ) 1,225 (454 ) Balance at September 30, 2016 $ (129 ) $ (2,084 ) $ 507 $ (1,706 ) The following amounts were reclassified out of AOCI: Amounts Reclassified from AOCI Line Item in the Condensed Consolidated Statement of Operations Three Months Ended September 30, Nine Months Ended September 30, Details About AOCI Components 2016 2015 2016 2015 (In thousands) Derivative instruments $ 76 $ 3,598 $ 397 $ 6,806 Revenues — (1,295 ) (81 ) (2,452 ) Benefit from income taxes $ 76 $ 2,303 $ 316 $ 4,354 Net of tax Pension, postretirement and other post-employment benefits Amortization of prior service credits (1) $ 2,510 $ 2,083 $ 7,854 $ 6,250 Amortization of actuarial gains (losses), net (1) (4,753 ) (3,266 ) (6,010 ) (11,200 ) (2,243 ) (1,183 ) 1,844 (4,950 ) — 426 (481 ) 1,782 Benefit from income taxes $ (2,243 ) $ (757 ) $ 1,363 $ (3,168 ) Net of tax Available-for-sale securities $ 632 $ (1,081 ) $ (2,263 ) $ (5,308 ) Interest and investment income — 358 1,038 1,914 Benefit from income taxes $ 632 $ (723 ) $ (1,225 ) $ (3,394 ) Net of tax 1 Production-related benefits and workers’ compensation costs are included in inventoriable production costs. |
Reorganization items, net
Reorganization items, net | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reorganization items, net | Reorganization items, net In accordance with Accounting Codification Standard 852, “Reorganizations,” the statement of operations shall portray the results of operations of the reporting entity while it is in Chapter 11. Revenues, expenses (including professional fees), realized gains and losses, and provisions for losses resulting from reorganization and restructuring of the business shall be reported separately as reorganization items. During the three months ended September 30, 2016 , the Company recorded a charge of $20.9 million in “Reorganization items, net” comprised of professional fee expense of $22.6 million , partially offset by non-cash gains on rejected contracts of $1.7 million . Net cash paid for “Reorganization items, net” totaled $16.0 million during the three months ended September 30, 2016 . During the nine months ended September 30, 2016 , the Company recorded a charge of $46.1 million in “Reorganization items, net” comprised of professional fee expense of $62.7 million , partially offset by non-cash gains on rejected contracts of $16.6 million . Net cash paid for “Reorganization items, net” totaled $31.1 million during the nine months ended September 30, 2016 . |
Liabilities Subject to Compromi
Liabilities Subject to Compromise | 9 Months Ended |
Sep. 30, 2016 | |
Reorganizations [Abstract] | |
Liabilities Subject to Compromise | Liabilities Subject to Compromise Liabilities subject to compromise include unsecured or under-secured liabilities incurred prior to the Chapter 11 filing. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 proceedings and remain subject to future adjustments based on negotiated settlements with claimants, actions of the Court, rejection of executory contracts, proofs of claims or other events. Additionally, liabilities subject to compromise also include certain items that may be assumed under a plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed. Liabilities subject to compromise consist of the following: September 30, 2016 (in thousands) Previously Reported Balance Sheet Line Debt $ 5,026,806 Accrued expenses and current liabilities 138,253 Accounts payable 90,926 Noncurrent liabilities 39,800 Total Liabilities Subject to Compromise $ 5,295,785 The debt balance included above is net of debt issuance costs of $64.9 million ; for additional information on debt, see Note 12, “Debt and Financing Arrangements.” |
Asset Impairments and Mine Clos
Asset Impairments and Mine Closure Costs | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Impairment and Mine Closure Costs | Asset Impairment and Mine Closure Costs During the third quarter of 2016 , the Company recorded an immaterial amount of severance expense to “Asset impairment and mine closure costs” in the Condensed Consolidated Statements of Operations bringing the year-to-date total to $129.3 million . The amount includes the following: a $74.1 million impairment of coal reserves and surface land in Kentucky that are being leased to a mining company that idled its mining operations; a $38.0 million impairment of the Company’s equity investment in a brownfield bulk commodity terminal on the Columbia River in Longview, Washington as the Company relinquished its ownership rights in exchange for future throughput rights; $7.2 million of severance expense related to headcount reductions during the year; a $3.6 million curtailment charge related to the Company’s pension, postretirement health and black lung actuarial liabilities due to headcount reductions in the first half of the year; $3.4 million impairment charge on the portion of an advance royalty balance on a reserve base mined at the Company’s Mountain Laurel operation that will not be recouped; and $2.9 million related to an other-than-temporary-impairment charge on an available-for-sale security. During the third quarter of 2015 , the Company recorded $2,120.3 million of “Asset impairment and mine closure costs” in the Condensed Consolidated Statements of Operations due to the continued deterioration in thermal and metallurgical coal markets and projections for a muted pricing recovery. The Company determined that the further weakening of the pricing environment in the third quarter and the projected operating losses represented indicators of impairment with respect to certain of its long-lived assets or asset groups. Using current pricing expectations which reflected marketplace participant assumptions, life of mine cash flows were used to determine if the undiscounted cash flows exceeded the current asset values for certain operating complexes in the Company’s Appalachia segment. Discounted cash flows were then utilized to reduce the carrying value of those assets to fair value. The discount rate used reflected the current financial difficulties present in the commodities sector in general and coal mining specifically; the perceived risk of financing coal mining in light of industry defaults; and the lack of an active market for buying or selling coal mining assets. Additionally, the Company determined that the current market conditions represented an indicator of impairment for certain undeveloped coal properties that were acquired in times of significantly higher coal prices. Current prices and the significant capital outlay that would be required to develop these reserves indicated that the carrying value was not recoverable. |
Losses from disposed operations
Losses from disposed operations resulting from Patriot Coal bankruptcy | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Losses from disposed operations resulting from Patriot Coal bankruptcy | Losses from disposed operations resulting from Patriot Coal bankruptcy On December 31, 2005, the Company entered into a purchase and sale agreement with Magnum to sell certain operations. On July 23, 2008, Patriot acquired Magnum. On May 12, 2015, Patriot and certain of its wholly owned subsidiaries (“Debtors”), including Magnum, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Code in the U.S. Bankruptcy Court for the Eastern District of Virginia. Subsequently, on October 28, 2015, Patriot’s Plan of Reorganization was approved, including an authorization to reject their collective bargaining agreements and modify certain union-related retiree benefits. As a result of the Plan of Reorganization, the Company became statutorily responsible for retiree medical benefits pursuant to Section 9711 of the Coal Industry Retiree Health Benefit Act of 1992 for certain retirees of Magnum who retired prior to October 1, 1994. In addition, the Company has provided surety bonds to Patriot related to permits that were sold to an affiliate of Virginia Conservation Legacy Fund, Inc. (“VCLF”). Should VCLF not perform the required reclamation, the Company would incur losses under the bonds and related indemnity agreements. During the third quarter of 2015, the Company recognized $149.3 million in losses related to the previously disposed operations as a result of the Patriot Coal bankruptcy. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, 2016 2015 (In thousands) Coal $ 51,426 $ 85,043 Repair parts and supplies 107,984 111,677 $ 159,410 $ 196,720 The repair parts and supplies are stated net of an allowance for slow-moving and obsolete inventories of $5.1 million at September 30, 2016 and $6.0 million at December 31, 2015 . |
Investments in Available-for-Sa
Investments in Available-for-Sale Securities | 9 Months Ended |
Sep. 30, 2016 | |
Available-for-sale Securities [Abstract] | |
Investments in Available-for-Sale Securities | Investments in Available-for-Sale Securities The Company has invested in marketable debt securities, primarily highly liquid investment grade corporate bonds. These investments are held in the custody of a major financial institution. These securities, along with the Company’s investments in marketable equity securities, are classified as available-for-sale securities and, accordingly, the unrealized gains and losses are recorded through other comprehensive income. The Company’s investments in available-for-sale marketable securities are as follows: September 30, 2016 Balance Sheet Classification Gross Unrealized Fair Short-Term Other Cost Basis Gains Losses Value Investments Assets (In thousands) Available-for-sale: U.S. government and agency securities $ — $ — $ — $ — $ — $ — Corporate notes and bonds 111,545 8 (102 ) 111,451 111,451 — Equity securities 913 786 — 1,699 — 1,699 Total Investments $ 112,458 $ 794 $ (102 ) $ 113,150 $ 111,451 $ 1,699 December 31, 2015 Balance Sheet Classification Gross Unrealized Fair Short-Term Other Cost Basis Gains Losses Value Investments Assets (In thousands) Available-for-sale: U.S. government and agency securities $ 10,007 $ — $ (12 ) $ 9,995 $ 9,995 $ — Corporate notes and bonds 190,496 — (299 ) 190,197 190,197 — Equity securities 3,938 668 (2,888 ) 1,718 — 1,718 Total Investments $ 204,441 $ 668 $ (3,199 ) $ 201,910 $ 200,192 $ 1,718 The aggregate fair value of investments with unrealized losses that were owned for less than a year was $73.0 million and $184.6 million at September 30, 2016 and December 31, 2015 , respectively. The aggregate fair value of investments with unrealized losses that were owned for over a year, and were also in a continuous unrealized loss position during that time, was $28.6 million and $15.8 million at September 30, 2016 and December 31, 2015 , respectively. The unrealized losses in the Company’s portfolio at September 30, 2016 are the result of normal market fluctuations. The Company does not currently intend to sell these investments before recovery of their amortized cost base. The debt securities outstanding at September 30, 2016 have maturity dates ranging from the third quarter of 2016 through the fourth quarter of 2017 . The Company classifies its investments as current based on the nature of the investments and their availability to provide cash for use in current operations. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Diesel fuel price risk management The Company is exposed to price risk with respect to diesel fuel purchased for use in its operations. The Company anticipates purchasing approximately 41 to 46 million gallons of diesel fuel for use in its operations during 2016 . To protect the Company’s cash flows from increases in the price of diesel fuel for its operations, the Company uses forward physical diesel purchase contracts and purchased heating oil call options. The Company has purchased 8.4 million gallons of call options for the remainder of 2016 representing 65% of expected purchases at an average strike price of $1.40 per gallon. Additionally, the Company has protected approximately 49% of its expected 2017 purchases with call options with an average strike price of $1.66 per gallon. At September 30, 2016 , the Company had outstanding heating oil call options for approximately 22 million gallons for the purpose of managing the price risk associated with future diesel purchases. These positions are not designated as hedges for accounting purposes, and therefore, changes in the fair value are recorded immediately to earnings. Coal price risk management positions The Company may sell or purchase forward contracts, swaps and options in the over-the-counter coal market in order to manage its exposure to coal prices. The Company has exposure to the risk of fluctuating coal prices related to forecasted, index-priced sales or purchases of coal or to the risk of changes in the fair value of a fixed price physical sales contract. Certain derivative contracts may be designated as hedges of these risks. At September 30, 2016 , the Company held derivatives for risk management purposes that are expected to settle in the following years: (Tons in thousands) 2016 2017 Total Coal sales 55 540 595 Coal purchases 60 480 540 The Company has also entered into a nominal quantity of natural gas put options to protect the Company from decreases in natural gas prices, which could impact thermal coal demand. These options are not designated as hedges. Additionally, the Company has also entered into a nominal quantity of foreign currency put options protecting for decreases in the Australian to United States dollar exchange rate, which could impact metallurgical coal demand. These options are not designated as hedges. Coal trading positions The Company may sell or purchase forward contracts, swaps and options in the over-the-counter coal market for trading purposes. The Company is exposed to the risk of changes in coal prices on the value of its coal trading portfolio. The estimated future realization of the value of the trading portfolio is $1.5 million of gains during the remainder of 2016 . Tabular derivatives disclosures The Company has master netting agreements with all of its counterparties which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce the Company’s credit exposure related to these counterparties. For classification purposes, the Company records the net fair value of all the positions with a given counterparty as a net asset or liability in the Condensed Consolidated Balance Sheets. The amounts shown in the table below represent the fair value position of individual contracts, and not the net position presented in the accompanying Condensed Consolidated Balance Sheets. The fair value and location of derivatives reflected in the accompanying Condensed Consolidated Balance Sheets are as follows: September 30, 2016 December 31, 2015 Fair Value of Derivatives Asset Liability Asset Liability (In thousands) Derivative Derivative Derivative Derivative Derivatives Designated as Hedging Instruments Coal $ — $ (14 ) $ 4 $ (20 ) Derivatives Not Designated as Hedging Instruments Heating oil -- diesel purchases 3,964 — 1,017 — Coal -- held for trading purposes 66,156 (64,730 ) 110,653 (104,814 ) Coal -- risk management 879 (576 ) 3,912 (1,947 ) Natural gas 110 — 494 (247 ) Foreign currency 9 — — — Total 71,118 (65,306 ) 116,076 (107,008 ) Total derivatives 71,118 (65,320 ) 116,080 (107,028 ) Effect of counterparty netting (64,965 ) 64,965 (107,028 ) 107,028 Net derivatives as classified in the balance sheets $ 6,153 $ (355 ) $ 5,798 $ 9,052 $ — $ 9,052 September 30, 2016 December 31, 2015 Net derivatives as reflected on the balance sheets (in thousands) Heating oil and foreign currency Other current assets $ 3,973 $ 1,017 Coal and natural gas Coal derivative assets 2,180 8,035 Accrued expenses and other current liabilities (355 ) — $ 5,798 $ 9,052 The Company had a current asset for the right to reclaim cash collateral of $1.4 million at September 30, 2016 and the right to reclaim cash collateral of $1.7 million at December 31, 2015 , respectively. These amounts are not included with the derivatives presented in the table above and are included in “other current assets” in the accompanying Condensed Consolidated Balance Sheets. The effects of derivatives on measures of financial performance are as follows: Derivatives used in Cash Flow Hedging Relationships (in thousands) Three Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) Gains (Losses) Reclassified from Other Comprehensive Income into Income (Effective Portion) 2016 2015 2016 2015 Coal sales (1) $ (612 ) $ 3,636 $ 108 $ 6,683 Coal purchases (2) 541 (2,561 ) (32 ) (3,084 ) Totals $ (71 ) $ 1,075 $ 76 $ 3,599 No ineffectiveness or amounts excluded from effectiveness testing relating to the Company’s cash flow hedging relationships were recognized in the results of operations in the three month periods ended September 30, 2016 and 2015 . Derivatives Not Designated as Hedging Instruments (in thousands) Three Months Ended September 30, Gain (Loss) Recognized 2016 2015 Coal — unrealized (3) $ (566 ) $ (809 ) Coal — realized (4) $ (133 ) $ 511 Natural gas — unrealized (3) $ (79 ) $ (16 ) Heating oil — diesel purchases (4) $ (770 ) $ (5,525 ) Foreign currency (4) $ (314 ) $ (602 ) ____________________________________________________________ Location in statement of operations: (1) — Revenues (2) — Cost of sales (3) — Change in fair value of coal derivatives and coal trading activities, net (4) — Other operating (income) expense, net Derivatives used in Cash Flow Hedging Relationships (in thousands) Nine Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) Gains (Losses) Reclassified from Other Comprehensive Income into Income 2016 2015 2016 2015 Coal sales (1) $ (672 ) $ 12,738 $ 1,634 $ 12,555 Coal purchases (2) 536 (6,612 ) (1,237 ) (5,748 ) Totals $ (136 ) $ 6,126 $ 397 $ 6,807 No ineffectiveness or amounts excluded from effectiveness testing relating to the Company’s cash flow hedging relationships were recognized in the results of operations in the nine month periods ended September 30, 2016 and 2015 . Derivatives Not Designated as Hedging Instruments (in thousands) Nine Months Ended September 30, Gain (Loss) Recognized 2016 2015 Coal — unrealized (3) $ (1,662 ) $ (2,095 ) Coal — realized (4) $ (476 ) $ 2,428 Natural gas — unrealized (3) $ (463 ) $ (78 ) Heating oil — diesel purchases (4) $ 826 $ (7,262 ) Foreign currency (4) $ (451 ) $ (602 ) ____________________________________________________________ Location in statement of operations: (1) — Revenues (2) — Cost of sales (3) — Change in fair value of coal derivatives and coal trading activities, net (4) — Other operating (income) expense, net Based on fair values at September 30, 2016 , amounts on derivative contracts designated as hedge instruments in cash flow hedges to be reclassified from other comprehensive income into earnings during the next twelve months are immaterial. Related to its trading portfolio, the Company recognized net unrealized and realized gains of $0.1 million and net unrealized and realized gains of $4.4 million during the three months ended September 30, 2016 and 2015 , respectively; and net unrealized and realized losses of $0.9 million and net unrealized and realized gains of $3.3 million during the nine months ended September 30, 2016 and 2015 . Gains and losses from trading activities are included in the caption “Change in fair value of coal derivatives and coal trading activities, net” in the accompanying Condensed Consolidated Statements of Operations, and are not included in the previous tables reflecting the effects of derivatives on measures of financial performance. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2016 2015 (In thousands) Payroll and employee benefits $ 58,855 $ 58,423 Taxes other than income taxes 100,737 104,755 Interest 162,895 119,785 Acquired sales contracts — 3,852 Workers’ compensation 13,639 16,875 Asset retirement obligations 17,290 13,795 Other 8,617 11,965 $ 362,033 $ 329,450 Less: liabilities subject to compromise (138,253 ) — $ 223,780 $ 329,450 |
Debt and Financing Arrangements
Debt and Financing Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Financing Arrangements | Debt and Financing Arrangements September 30, December 31, 2016 2015 (In thousands) Term loan due 2018 ($1.9 billion face value) $ 1,875,429 $ 1,875,429 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) 365,600 365,600 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 34,069 47,134 Debt issuance costs (64,857 ) (64,857 ) 5,060,241 5,073,306 Less: liabilities subject to compromise 5,026,806 — Less: current maturities of debt 3,398 5,042,353 Long-term debt $ 30,037 $ 30,953 Acceleration of Debt Obligations; Automatic Stay The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s obligations under the documents governing each of its 7.00% senior notes due 2019, 9.875% senior notes due 2019, 8.00% senior secured second lien notes due 2019, 7.25% senior notes due 2020, 7.25% senior notes due 2021 (together, the “senior notes”) and senior secured first lien term loan due 2018 (the “Existing Credit Agreement”) (collectively with the senior notes, the “Debt Instruments”). Immediately after filing the Bankruptcy Petitions, the Company began notifying all known current or potential creditors of the Debtors of the bankruptcy filings. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. The Debtors emerged from bankruptcy on October 5, 2016 and, as a result, the Company’s outstanding obligations under the Debt Instruments were discharged. For further information, see Note 19, “Subsequent Events.” Securitization Agreement On January 13, 2016, the Company agreed with the Securitization Financing Providers that, subject to the Amendments, they will continue the $200 million trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a non-debtor special-purpose entity that is a wholly owned subsidiary of the Company (“Arch Receivable”) (the “Securitization Facility”). Pursuant to the Amendments, which have been approved by the Court on a final basis, the Debtors agreed to a revised schedule of fees payable to the administrator and the Securitization Financing Providers. The cost of an advance backstopping a letter of credit issued under the Securitization Facility is determined by two factors: (a) a program fee of 2.65% per year and payable on each settlement date to each Securitization Financing Provider deemed to have made such an advance and (b) the “discount,” which is calculated based on each Securitization Financing Provider’s costs, including its cost of the issuance and placement of short term promissory notes to fund such an advance. In connection with the Securitization Facility, Arch Receivable has granted to the administrator (for the benefit of the securitization purchasers) a first priority security interest in all of its assets, including all outstanding accounts receivable generated by the Debtors from the sale of coal and sold through the Securitization Facility (including collections, proceeds and certain other interests related thereto) (the “Receivables”) and all proceeds thereof. The agreements governing the Securitization Facility provide for the grant of analogous security interests by certain Debtors that generate Receivables from the sale of coal (such Debtors, the “Originators”). The agreements expressly state that the transfers of Receivables from the Originators to Arch and from Arch to Arch Receivable are intended to be true sales of the Receivables. However, if, against the intent of the parties (and notwithstanding entry of an order by the Court which provides that the transfers of the Receivables constitute true sales), any such transfer is recharacterized as a loan or extension of credit, each Originator has granted a first priority prepetition security interest in the Receivables and certain related collateral, pursuant to the agreements governing the Securitization Facility, for the ultimate benefit of the administrator and the Securitization Financing Providers (the “Liens”). The Debtors have agreed, in connection with the Amendments, to effectively extend such Liens to cover Receivables generated on or after the Petition Date. The Originators do not guarantee the collection of Receivables that have been transferred to Arch Receivable. However, the Originators are obligated to reimburse Arch Receivable for inaccuracy of certain representations and warranties, dilution items with respect to Receivables and certain other limited indemnities (such obligations, the “Repayment Amounts”). Under the agreements governing the Securitization Facility, Arch Receivable is entitled to apply Repayment Amounts to amounts owed under the Securitization Facility. Further, the Company has executed a performance guarantee through which it has promised to fulfill, or cause Arch Receivable, the designated servicer and each Originator to fulfill, each of their obligations under the agreements governing the Securitization Facility. In addition, as contemplated by the Amendments, the Originators have also executed a performance guarantee promising to fulfill obligations of all Originators under the agreements. In addition, in connection with the Amendments, the Debtors have granted superpriority claims against the Debtors and in favor of Arch Receivable, the administrator and the Securitization Financing Providers in respect of certain of the Debtors’ obligations under the agreements governing the Securitization Facility, including the Repayment Amounts and certain other limited indemnification and other obligations of the Debtors under the agreements. On May 9, 2016, the Securitization Facility was amended to exclude account receivables in respect of certain disposed mining operations of one of the Debtors and to effect the release of certain liens relating to such account receivables. The Company extended and amended the Securitization Facility on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Debtor-In-Possession Financing On January 21, 2016, the Superpriority Secured Debtor-in-Possession Credit Agreement (as amended on March 4, 2016, March 28, 2016, April 26, 2016, June 10, 2016, June 23, 2016, July 20, 2016 and September 28, 2016, the “DIP Credit Agreement”) was entered into by and among Arch Coal, as borrower, certain of the Debtors, as guarantors (the “Guarantors” and, together with the Company, the “DIP Loan Parties”), the lenders from time to time party thereto (the “DIP Lenders”) and Wilmington Trust, National Association, as administrative agent and collateral agent for the DIP Lenders (in such capacities, the “DIP Agent”). The DIP Credit Agreement, which has been approved by the Court on a final basis, provides for a super-priority senior secured debtor-in-possession credit facility (the “DIP Facility”) consisting of term loans (collectively, the “DIP Term Loan”) in the aggregate principal amount of up to $275 million . The maturity date of the DIP Facility is the earliest of (i) January 31, 2017, (ii) the date of the substantial consummation of a plan of reorganization that is confirmed pursuant to an order of the Court, (iii) the consummation of the sale of all or substantially all of the assets of the DIP Loan Parties pursuant to Section 363 of the Bankruptcy Code and (iv) the date the obligations under the DIP Facility are accelerated pursuant to the terms of the DIP Credit Agreement. Borrowings under the DIP Facility bear interest at an interest rate per annum equal to, at the Company’s option (i) LIBOR plus 9.00% , subject to a 1.00% LIBOR floor or (ii) the base rate plus 8.00% . Obligations under the DIP Credit Agreement are guaranteed on a super-priority senior secured basis by all existing and future wholly-owned domestic subsidiaries of Arch Coal, and all newly created or acquired wholly-owned domestic subsidiaries of Arch Coal, subject to customary limited exceptions. The lenders under the DIP Credit Agreement have a first priority lien on all encumbered and unencumbered assets of the DIP Loan Parties (the “DIP Lien”), subject to a $75 million carve-out for super-priority claims relating to the Debtors’ self-bonding obligations in Wyoming, a customary professional fees carve-out and certain exceptions. The DIP Loan Parties are subject to certain financial maintenance covenants under the DIP Credit Agreement, including, without limitation, (i) maximum capital expenditures and (ii) minimum liquidity (defined as unrestricted cash and cash equivalents of Arch Coal and its domestic subsidiaries (other than any securitization subsidiary or bonding subsidiary), plus withdrawable funds from brokerage accounts of Arch Coal and its domestic subsidiaries (other than any securitization subsidiary or bonding subsidiary) plus any unused commitments that are available to be drawn by the Company pursuant to the terms of the DIP Credit Agreement) of (A) $300 million prior to the entry of the Final Order (as defined below) and (B) $500 million following the entry of the Final Order, in each case tested on a monthly basis. The DIP Credit Agreement contains customary affirmative and negative covenants and representations for debtor-in-possession financings. In addition to customary events of default for debtor-in-possession financings, the DIP Credit Agreement contains milestones relating to the Chapter 11 Cases and any failure to comply with such milestones constitutes an event of default. The DIP Facility is subject to certain usual and customary prepayment events, including 100% of net cash proceeds of (i) debt issuances (other than debt permitted to be incurred under the terms of the DIP Credit Agreement), (ii) non-ordinary course asset sales or dispositions in excess of $50 million in the aggregate (with no individual asset sale or disposition in excess of $7.5 million ) and (iii) any casualty event in excess of $50 million in the aggregate, subject to customary reinvestment rights, in each case to be applied to prepay the DIP Term Loan. At a hearing held on February 23, 2016 in the Chapter 11 Cases, the Court issued an order approving the DIP Facility on a final basis (the “Final Order”), overruling the objections of the Creditors’ Committee and certain other parties who asserted, among other things, that the DIP Facility was unnecessary and argued that the Debtors should enter into an alternate debtor-in-possession financing facility proposed by certain members of the Creditors’ Committee. Arch Coal entered into an amendment to the DIP Credit Agreement, dated as of July 20, 2016 which extended the availability period to borrow under the DIP Facility from July 21, 2016 to the earlier to occur of (i) September 30, 2016 and (ii) the termination of the DIP Facility with a corresponding extension to the period during which the 5% per annum unused commitment fee is applicable. Arch Coal entered into an amendment to the DIP Credit Agreement, dated as of September 28, 2016, which (i) extended the availability period to borrow under the DIP Facility and (ii) extended the deadline for the Plan to become effective, in each case, to coincide with the Company’s emergence from bankruptcy on October 5, 2016, with a corresponding extension to the period during which the 5% per annum unused commitment fee is applicable. The Company paid $17.0 million in financing fees related to the DIP Facility which have been deferred and are being amortized over the term of the DIP Facility. The Debtors emerged from bankruptcy on October 5, 2016 and all commitments under the DIP Credit Agreement were terminated. For further information, see Note 19, “Subsequent Events.” Contractual Interest Expense The Company has recorded interest expense of $46.2 million and $135.9 million for the three and nine months ended September 30, 2016 , respectively, compared to $99.8 million and $298.6 million for the three and nine months ended September 30, 2015 , respectively. The reduction in interest expense in the current year is due to the Company’s bankruptcy filing. The contractual interest expense parenthetically disclosed on the face of the income statement represents interest expense that the Company was obligated to pay prior to the bankruptcy filing. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During 2016, the Company determined it was more likely than not that the federal and state net operating losses it expects to generate in 2016 will not be realized based on projections of future taxable income. Accordingly, the estimated annual effective rate for the year ended December 31, 2016 includes the impact of recording a valuation allowance against these attributes. During the nine months ended September 30, 2016 , the Company realized a net tax benefit of $4.6 million , which included an expense to increase the valuation allowance of $181.9 million for federal net operating losses and tax credits and $9.3 million for the state net operating losses. During the nine months ended September 30, 2015 , the Company increased its valuation allowance for the portion of the federal and state net operating losses it expected to generate in 2015. The Company increased its valuation allowance by $616.0 million for the federal net operating losses and $29.4 million for the state net operating losses. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The hierarchy of fair value measurements assigns a level to fair value measurements based on the inputs used in the respective valuation techniques. The levels of the hierarchy, as defined below, give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. · Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets. Level 1 assets include available-for-sale equity securities, U.S. Treasury securities, and coal futures that are submitted for clearing on the New York Mercantile Exchange. · Level 2 is defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s level 2 assets and liabilities include U.S. government agency securities and commodity contracts (coal and heating oil) with fair values derived from quoted prices in over-the-counter markets or from prices received from direct broker quotes. · Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. These include the Company’s commodity option contracts (coal, natural gas and heating oil) valued using modeling techniques, such as Black-Scholes, that require the use of inputs, particularly volatility, that are rarely observable. Changes in the unobservable inputs would not have a significant impact on the reported Level 3 fair values at September 30, 2016 . The table below sets forth, by level, the Company’s financial assets and liabilities that are recorded at fair value in the accompanying condensed consolidated balance sheet: September 30, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Investments in marketable securities $ 113,150 $ 1,699 $ 111,451 $ — Derivatives 6,153 1,960 220 3,973 Total assets $ 119,303 $ 3,659 $ 111,671 $ 3,973 Liabilities: Derivatives $ 355 $ 224 $ — $ 131 The Company’s contracts with its counterparties allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. For classification purposes, the Company records the net fair value of all the positions with these counterparties as a net asset or liability. Each level in the table above displays the underlying contracts according to their classification in the accompanying Condensed Consolidated Balance Sheet, based on this counterparty netting. The following table summarizes the change in the fair values of financial instruments categorized as Level 3. Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 (In thousands) Balance, beginning of period $ 4,771 $ 2,432 Realized and unrealized gains recognized in earnings, net (1,888 ) (1,686 ) Realized and unrealized gains recognized in other comprehensive income, net — — Purchases 1,586 5,021 Issuances — (488 ) Settlements (627 ) (1,437 ) Ending balance $ 3,842 $ 3,842 Net unrealized losses of $0.5 million and $0.0 million were recognized in the Condensed Consolidated Statement of Operations during the three and nine months ended September 30, 2016 related to Level 3 financial instruments held on September 30, 2016 . Fair Value of Long-Term Debt At September 30, 2016 and December 31, 2015 , the fair value of the Company’s debt, including amounts classified as current, was $1.5 billion and $937.1 million , respectively. Fair values are based upon observed prices in an active market, when available, or from valuation models using market information, which fall into Level 2 in the fair value hierarchy. |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share The effect of options, restricted stock and restricted stock units that were excluded from the calculation of diluted weighted average shares outstanding because the exercise price or grant price of the securities exceeded the average market price of the Company’s common stock was immaterial for both the three and nine months ended September 30, 2016 , and 2015, respectively. The weighted average share impact of options, restricted stock and restricted stock units that were excluded from the calculation of weighted average shares due to the Company’s incurring a net loss was immaterial for both the three and nine months ended September 30, 2016 and 2015, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2016 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The following table details the components of pension benefit costs: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Service cost $ — $ 2 $ — $ 7 Interest cost 2,803 3,688 9,338 10,953 Expected return on plan assets (4,641 ) (5,044 ) (13,623 ) (15,275 ) Curtailments — 526 454 526 Amortization of other actuarial losses 2,292 1,395 3,973 6,638 Net costs $ 454 $ 567 $ 142 $ 2,849 The following table details the components of other postretirement benefit costs (credits): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Service cost $ 128 $ 216 $ 393 $ 649 Interest cost 951 321 3,223 964 Curtailments — — (970 ) — Amortization of prior service credits (2,509 ) (2,084 ) (7,854 ) (6,251 ) Amortization of other actuarial losses (gains) 283 (527 ) (849 ) (1,582 ) Net credit $ (1,147 ) $ (2,074 ) $ (6,057 ) $ (6,220 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company accrues for costs related to contingencies when a loss is probable and the amount is reasonably determinable. Disclosure of contingencies is included in the financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. In addition, the Company is a party to numerous other claims and lawsuits with respect to various matters. As of September 30, 2016 and December 31, 2015 , the Company had accrued $2.9 million and $2.8 million , respectively, for all legal matters, of which all amounts are classified as current. The ultimate resolution of any such legal matter could result in outcomes which may be materially different from amounts the Company has accrued for such matters. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. The Debtors emerged from bankruptcy on October 5, 2016 and, as a result, the automatic stay described above no longer applies, and all actions are permanently enjoined and precluded from proceeding to the extent they seek monetary compensation or claim breach of an obligation that gives rise to a right to payment, except to the extent that the claimant seeks payment solely from the proceeds of insurance coverage, and with respect to certain actions by governmental entities, in each case, as set forth in the Plan. For further information, see Note 19, “Subsequent Events” to this Form 10-Q. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s reportable business segments are based on the major coal producing basins in which the Company operates and may include a number of mine complexes. The Company manages its coal sales by coal basin, not by individual mining complex. Geology, coal transportation routes to customers, regulatory environments and coal quality or type are characteristic to a basin, and, accordingly, market and contract pricing have developed by coal basin. Mining operations are evaluated based on adjusted EBITDAR, as well as on other non-financial measures, such as safety and environmental performance. The Company’s reportable segments are the Powder River Basin (PRB) segment, with operations in Wyoming; and the Appalachia (APP) segment, with operations primarily in West Virginia. The “Other” category combines other operating segments and includes the Company’s coal mining operations in Colorado and Illinois. Operating segment results for the three and nine months ended September 30, 2016 and 2015 are presented below. The Company uses Adjusted EBITDAR to assess the operating segments’ performance and to allocate resources. Corporate, Other and Eliminations includes the change in fair value of coal derivatives and coal trading activities, net; corporate overhead; land management; other support functions; and the elimination of intercompany transactions. PRB APP Other Operating Segments Corporate, Other and Eliminations Consolidated (in thousands) Three Months Ended September 30, 2016 Revenues $ 295,891 $ 190,704 $ 63,710 $ — $ 550,305 Adjusted EBITDAR 73,299 11,616 20,963 (24,510 ) 81,368 Depreciation, depletion and amortization 37,246 20,749 10,635 793 69,423 Amortization of acquired sales contracts, net 104 — — — 104 Capital expenditures 113 7,043 1,000 140 8,296 Three Months Ended September 30, 2015 Revenues $ 390,360 $ 205,573 $ 92,611 $ — $ 688,544 Adjusted EBITDAR 86,204 41,754 12,927 (6,080 ) 134,805 Depreciation, depletion and amortization 47,321 44,098 11,193 1,353 103,965 Amortization of acquired sales contracts, net (1,124 ) (870 ) — — (1,994 ) Capital expenditures 869 3,990 2,889 2,141 9,889 Nine Months Ended September 30, 2016 Revenues $ 726,747 $ 535,262 $ 136,700 $ — $ 1,398,709 Adjusted EBITDAR 96,242 13,261 18,230 (64,751 ) 62,982 Depreciation, depletion and amortization 100,151 62,500 26,678 2,252 191,581 Amortization of acquired sales contracts, net 134 (862 ) — — (728 ) Capital expenditures 612 17,413 3,910 60,499 82,434 Nine Months Ended September 30, 2015 Revenues $ 1,124,046 $ 653,310 $ 232,655 $ — $ 2,010,011 Adjusted EBITDAR 214,920 92,988 22,074 (68,077 ) 261,905 Depreciation, depletion and amortization 134,393 135,028 32,082 4,708 306,211 Amortization of acquired sales contracts, net (3,170 ) (3,858 ) — — (7,028 ) Capital expenditures 22,263 15,323 7,199 64,465 109,250 A reconciliation of adjusted EBITDAR to consolidated loss before income taxes follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Adjusted EBITDAR $ 81,368 $ 134,805 $ 62,982 $ 261,905 Depreciation, depletion and amortization (69,423 ) (103,965 ) (191,581 ) (306,211 ) Amortization of acquired sales contracts, net (104 ) 1,994 728 7,028 Asset impairment and mine closure costs (46 ) (2,120,292 ) (129,267 ) (2,139,438 ) Losses from disposed operations resulting from Patriot Coal bankruptcy — (149,314 ) — (149,314 ) Interest expense, net (45,582 ) (99,087 ) (133,235 ) (294,578 ) Expenses related to proposed debt restructuring — (7,482 ) (2,213 ) (11,498 ) Reorganization items, net (20,904 ) — (46,050 ) — Loss before income taxes $ (54,691 ) $ (2,343,341 ) $ (438,636 ) $ (2,632,106 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Bankruptcy Items On September 13, 2016, the Bankruptcy Court entered an order, Docket No. 1324, confirming the Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated as of September 11, 2016 (the “Plan”), which order was amended on September 15, 2016, Docket No. 1334. On October 5, 2016, Arch Coal satisfied the closing conditions contemplated by the Plan, which became effective on that date (the “Effective Date”). New First Lien Debt Facility On the Effective Date, pursuant to the Plan and as a condition to its effectiveness, Arch Coal entered into a new senior secured term loan credit agreement in an aggregate principal amount of $326.5 million with Wilmington Trust, National Association, as administrative agent and collateral agent (in such capacities, the “Agent”) for the lenders party thereto from time to time (collectively, the “Lenders”). The Lenders are all institutions that previously committed to make loans to Arch Coal under the DIP Credit Agreement (as defined below), and pursuant to the Plan collectively received a distribution of 94% of Arch Coal’s new common stock upon emergence. The New First Lien Debt Facility will mature on the date that is five years after the Effective Date. Borrowings under the New First Lien Debt Facility bear interest at a per annum rate equal to, at the option of Arch Coal, either (i) a London interbank offered rate plus an applicable margin of 9% , subject to a 1% LIBOR floor (the “LIBOR Rate”), or (ii) a base rate plus an applicable margin of 8% . Interest payments will be payable in cash, unless Arch Coal’s liquidity (as defined therein) after giving effect to the applicable interest payment would not exceed $300 million , in which case interest may be payable in kind (any such interest that is paid in kind, the “PIK Interest”). The term loans provided under the New First Lien Debt Facility (the “Term Loans”) are subject to quarterly principal amortization payments in an amount equal $816,250 . To the extent any interest is paid as PIK Interest on any interest payment date, the amount of the Term Loans in respect of which such PIK Interest is payable will be deemed to have accrued additional interest over the preceding interest period at 1.00% , which additional interest will be capitalized and added to the principal amount of outstanding Term Loans. The New First Lien Debt Facility is guaranteed by all existing and future wholly owned domestic subsidiaries of Arch Coal (collectively, the “Subsidiary Guarantors” and, together with Arch Coal, the “Exit Loan Parties”), subject to customary exceptions, and is secured by first priority security interests on substantially all assets of the Exit Loan Parties, including 100% of the voting equity interests of directly owned domestic subsidiaries and 65% of the voting equity interests of directly owned foreign subsidiaries, subject to customary exceptions. Arch Coal has the right to prepay Term Loans at any time and from time to time in whole or in part without premium or penalty, upon written notice, except that any prepayment of Term Loans that bear interest at the LIBOR Rate other than at the end of the applicable interest periods therefor shall be made with reimbursement for any funding losses and redeployment costs of the Lenders resulting therefrom. The New First Lien Debt Facility is subject to certain usual and customary mandatory prepayment events, including 100% of net cash proceeds of (i) debt issuances (other than debt permitted to be incurred under the terms of the New First Lien Debt Facility) and (ii) non-ordinary course asset sales or dispositions, subject to customary thresholds, exceptions and reinvestment rights. The New First Lien Debt Facility contains customary affirmative covenants and representations. The New First Lien Debt Facility also contains customary negative covenants, which, among other things, and subject to certain exceptions, include restrictions on (i) indebtedness, (ii) liens and guaranties, (iii) liquidations, mergers, consolidations, acquisitions, (iv) disposition of assets or subsidiaries, (v) affiliate transactions, (vi) creation or ownership of certain subsidiaries, partnerships and joint ventures, (vii) continuation of or change in business, (viii) restricted payments, (ix) prepayment of subordinated indebtedness, (x) restrictions in agreements on dividends, intercompany loans and granting liens on the collateral, (xi) loans and investments, (xii) changes in organizational documents, (xiii) transactions with respect to bonding subsidiaries and (xiv) hedging transactions. The New First Lien Debt Facility does not contain any financial maintenance covenant. The New First Lien Debt Facility contains customary events of default, subject to customary thresholds and exceptions, including, among other things, (i) non-payment of principal and non-payment of interest and fees, (ii) a material inaccuracy of a representation or warranty at the time made, (iii) a failure to comply with any covenant, subject to customary grace periods in the case of certain affirmative covenants, (iv) cross-events of default to indebtedness of at least $35 million , (v) cross-events of default to surety, reclamation or similar bonds securing obligations with an aggregate face amount of at least $50 million , (vi) uninsured judgments in excess of $35 million , (vii) any loan document shall cease to be a legal, valid and binding agreement, (viii) uninsured losses or proceedings against assets with a value in excess of $35 million , (ix) ERISA events, (x) a change of control or (xi) bankruptcy or insolvency proceedings relating to Arch Coal or any material subsidiary of Arch Coal. Securitization Facility On the Effective Date, Arch Coal extended and amended its existing $200 million trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a non-Debtor special-purpose entity that is a wholly owned subsidiary of Arch Coal (“Arch Receivable”) (the “Extended Securitization Facility”), which continues to support the issuance of letters of credit and reinstates Arch Receivable’s ability to request cash advances, as existed prior to the filing of the voluntary petitions for relief under the Bankruptcy Code. Pursuant to the Extended Securitization Facility, the Debtors agreed to a revised schedule of fees payable to the administrator and the providers of the Extended Securitization Facility. The Extended Securitization Facility will terminate at the earliest of (i) three years from the Effective Date, (ii) if the Liquidity (defined in the Extended Securitization Facility and consistent with the definition in the New First Lien Debt Facility) is less than $175,000,000 for a period of 60 consecutive days, the date that is the 364th day after the first day of such 60 consecutive day period and (iii) the occurrence of certain predefined events substantially consistent with the existing transaction documents. Under the Extended Securitization Facility, Arch Receivable and certain of the Reorganized Debtors (as defined above) party to the Extended Securitization Facility have granted to the administrator of the Extended Securitization Facility a first priority security interest in eligible trade accounts receivable generated by such Debtors from the sale of coal and all proceeds thereof. Warrant Agreement On the Effective Date, Arch Coal entered into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company, LLC as warrant agent and, pursuant to the terms of the Plan, issued warrants (“Warrants”) to purchase up to an aggregate of 1,914,856 shares of Class A Common Stock, par value $0.01 per share, of Arch Coal (the “Class A Common Stock”) to holders of claims arising under the Cancelled Notes (as defined below). Each Warrant expires on October 5, 2023, and is initially exercisable for one share of Class A Common Stock at an initial exercise price of $57.00 per share. The Warrants are exercisable by a holder paying the exercise price in cash or on a cashless basis, at the election of the holder. The Warrants contain anti-dilution adjustments for stock splits, reverse stock splits, stock dividends, dividends and distributions of cash, other securities or other property, spin-offs and tender and exchange offers by Arch Coal or its subsidiaries to purchase Class A Common Stock at above-market prices. If, in connection with a merger, recapitalization, business combination, transfer to a third party of substantially all of Arch Coal’s consolidated assets or other transaction that results in a change to the Class A Common Stock (each, a “Transaction”), (i) the Transaction is consummated prior to the fifth anniversary of the Effective Date and the Transaction consideration to holders of Class A Common Stock is 90% or more listed common stock or common stock of a company that provides publicly available financial reporting, and holds management calls regarding the same, no less than quarterly (“Reporting Stock”) or (ii) regardless of the consideration, the Transaction is consummated on or after the fifth anniversary of the Effective Date, the Warrants will be assumed by the surviving company and will become exercisable for the consideration that the holders of Class A Common Stock receive in such Transaction; provided that if the consideration such holders receive consists solely of cash, then upon the consummation of such Transaction, Arch Coal will pay for each Warrant an amount of cash equal to the greater of (i) (x) the amount of cash payable with respect to the number of shares of Class A Common Stock underlying the Warrant minus (y) the exercise price per share then in effect multiplied by the number of shares of Class A Common Stock underlying the Warrant and (ii) $0 . If a Transaction is consummated prior to the fifth anniversary of the Effective Date in which the Transaction consideration is less than 90% Reporting Stock, a portion of the Warrants corresponding to the portion of the Transaction consideration that is Reporting Stock will be assumed by the surviving company and will become exercisable for the Reporting Stock consideration that the holders of Class A Common Stock receive in such Transaction, and the portion of the Warrants corresponding to the portion of the Transaction consideration that is not Reporting Stock will, at the option of each holder, (i) be assumed by the surviving company and will become exercisable for the consideration that the holders of Class A Common Stock receive in such Transaction or (ii) be redeemed by Arch Coal for cash in an amount equal to the Black Scholes Payment (as defined in the Warrant Agreement). Termination of Material Definitive Agreements On the Effective Date, by operation of the Plan, all outstanding obligations under the following notes issued by Arch Coal and guaranteed by certain subsidiary guarantors, (collectively, the “Cancelled Notes”) were cancelled and the indentures governing such obligations were cancelled except as necessary to (a) enforce the rights, claims and interests of the applicable trustee vis-a-vis any parties other than the Debtors, (b) allow each trustee to receive distributions under the Plan and to distribute them to the holders of the Cancelled Notes in accordance with the terms of the applicable indenture, (c) preserve any rights of the applicable trustee to compensation, reimbursement and indemnification under each of the applicable indentures solely as against any money or property distributable to holders of Cancelled Notes, (iv) permit each of the trustees to enforce any obligation owed to them under the Plan and (v) permit each of the trustees to appear in the Chapter 11 cases or in any proceeding in the Bankruptcy Court or any other court: • 7.000% Senior Notes due 2019, issued pursuant to an indenture dated as of June 14, 2011, by and among Arch Coal, as issuer, UMB Bank National Association, as trustee, and the guarantors named therein, as amended, supplemented or revised thereafter; • 7.250% Senior Notes due 2020, issued pursuant to an indenture dated as of August 9, 2010, by and among Arch Coal, as issuer, U.S. Bank National Association, as trustee, and the guarantors named therein, as amended, supplemented or revised thereafter; • 7.250% Senior Notes due 2021, issued pursuant to an indenture dated as of June 14, 2011, by and among Arch Coal, as issuer, UMB Bank National Association, as trustee, and the guarantors named therein, as amended, supplemented or revised thereafter; • 9.875% Senior Notes due 2019, issued pursuant to an indenture dated as of November 21, 2012, by and among Arch Coal, as issuer, UMB Bank National Association, as trustee, and the guarantors named therein, as amended, supplemented or revised thereafter; and • 8.000% Second Lien notes due 2019, issued pursuant to an indenture dated as of December 17, 2013, by and among Arch Coal, as issuer, Wilmington Savings Fund Society, as trustee and collateral agent as successor to UMB Bank National Association, and the guarantors named therein, as amended, supplemented or revised thereafter. On the Effective Date, by operation of the Plan, all outstanding obligations under the following credit agreement (the “Prepetition Credit Agreement”) entered into by Arch Coal and guaranteed by certain of Arch Coal’s subsidiaries and the related collateral, guaranty and other definitive agreements relating to the Prepetition Credit Agreement were cancelled and the Prepetition Credit Agreement was cancelled except as necessary to (i) enforce the rights, claims and interests of the Prepetition Agent (as defined below) and any predecessor thereof vis-a-vis the Lenders and any parties other than the Debtors, (ii) to allow the Prepetition Agent to receive distributions under the Plan and to distribute them to the lenders under the Prepetition Credit Agreement and (iii) preserve any rights of the Prepetition Agent and any predecessor thereof as against any money or property distributable to holders of claims arising out of the Prepetition Credit Agreement or any related transaction documents, including any priority in respect of payment and the right to exercise any charging lien: • Amended and Restated Credit Agreement, dated as of June 14, 2011 (as amended by the First Amendment, dated as of May 16, 2012, the Second Amendment, dated as of November 20, 2012, the Third Amendment, dated as of November 21, 2012 and the Fourth Amendment, dated as of December 17, 2013), among Arch Coal, Inc., as borrower, the lenders from time to time party thereto, Wilmington Trust, National Association, in its capacities as term loan facility administrative agent (as successor to Bank of America, N.A. in such capacity) and collateral agent (as successor to PNC Bank, National Association in such capacity) (in such capacities, the “Prepetition Agent”) On the Effective Date, all outstanding obligations under the following credit agreement (the “DIP Credit Agreement”) other than contingent and/or unliquidated obligations were paid in cash in full, all commitments under the DIP Credit Agreement and the related transaction documents referred to therein as the “Loan Documents” were terminated, all liens on property of the Debtors arising out of or related to the DIP Facility terminated and the Loan Documents were cancelled except with respect to (a) contingent and and/or unliquidated obligations under the Loan Documents which survive the Effective Date and continue to be governed by the Loan Documents and (b) the relationships among the DIP Agent (as defined below) and the lenders under the DIP Credit Agreement, as applicable, including but not limited to, those provisions relating to the rights of the DIP Agent and the lenders to expense reimbursement, indemnification and other similar amounts, certain reinstatement obligations set forth in the DIP Credit Agreement and any provisions that may survive termination or maturity of the credit facility governed by the DIP Credit Agreement in accordance with the terms thereof: • Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of January 21, 2016 (as amended by the Waiver and Consent and Amendment No. 1, dated as of March 4, 2016, Amendment No. 2, dated as of March 28, 2016, Amendment No. 3, dated as of April 26, 2016, Amendment No. 4, dated as of June 10, 2016, Amendment No. 5, dated as of June 23, 2016, Amendment No. 6, dated as of July 20, 2016, and Amendment No. 7, dated as of September 28, 2016) among Arch Coal, Inc., as borrower, certain subsidiaries of Arch Coal, Inc., as guarantors, the lenders from time to time party there and Wilmington Trust, National Association, in its capacity as administrative agent and as collateral agent (in such capacities, the “DIP Agent”). Sales of Equity Securities Under the Plan, 24,589,834 shares of Class A Common Stock and 410,166 shares of Class B Common Stock, par value $.01 per share, (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”) were distributed to the secured lenders and to certain holders of general unsecured claims under the Plan on the Effective Date. In addition, on the Effective Date, Arch Coal issued Warrants to purchase up to an aggregate of 1,914,856 shares of Class A Common Stock. Arch Coal relied, based on the confirmation order it received from the Bankruptcy Court, on Section 1145(a)(1) of the U.S. Bankruptcy Code to exempt from the r egistration requirements of the Securities Act of 1933, as amended (i) the offer and sale of Common Stock to the secured lenders and to the general unsecured creditors, (ii) the offer and sale of the Warrants to the holders of claims arising under the Cancelled Notes and (iii) the offer and sale of the Class A Common Stock issuable upon exercise of the Warrants. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under Section 5 of the Securities Act and state laws if three principal requirements are satisfied: • the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, of an affiliate participating in a joint plan of reorganization with the debtor or of a successor to the debtor under the plan of reorganization; • the recipients of the securities must hold claims against or interests in the debtor; and • the securities must be issued in exchange, or principally in exchange, for the recipient’s claim against or interest in the debtor. Accounting Impact of Emergence Upon emergence, the Company will apply fresh start accounting to our consolidated financial statements because (i) the reorganization value of the assets of the emerging entity immediately before the date of confirmation was less than the total of all postpetition liabilities and allowed claims and (ii) the holders of the existing voting shares immediately before confirmation received less than 50 percent of the voting shares of the emerging entity. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 will reflect the consummation of the Plan and the adoption of fresh start accounting. In the application of fresh start accounting, the Company will allocate our reorganization value to the fair value of assets and liabilities in conformity with the guidance for the acquisition method of accounting for business combinations. The amount remaining after allocation of the reorganization value to the fair value of identified tangible and intangible assets and liabilities, if any, will be reflected as goodwill and subject to periodic evaluation for impairment. In addition to fresh start accounting, the Company’s future consolidated financial statements will reflect all effects of the transactions contemplated by the Plan. Accordingly, the Company’s future financial statements will not be comparable in many respects to its consolidated financial statements for periods prior to the adoption of fresh start accounting and prior to accounting for the effects of the Plan. The Bankruptcy Court approved a range of $650 million to $950 million for its reorganization value. While the Company is currently in the process of determining the adjustments that will result from the application of fresh start accounting, the Company expects its final reorganization value to be at the higher end of the range approved by the Bankruptcy Court. |
Supplemental Consolidating Fina
Supplemental Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Supplemental Consolidating Financial Information | Supplemental Consolidating Financial Information Pursuant to the indentures governing Arch Coal, Inc.’s senior notes, certain wholly-owned subsidiaries of Arch Coal have fully and unconditionally guaranteed the senior notes on a joint and several basis. Arch Coal and the subsidiaries which are guarantors under the senior notes are Debtors in the Chapter 11 Cases. The following tables present condensed consolidating financial information for (i) the Company (Debtor), (ii) the issuer of the senior notes (Debtor), (iii) the guarantors under the senior notes (Debtor), and (iv) the entities which are not guarantors under the senior notes (Arch Receivable Company, LLC and the Company’s subsidiaries outside the United States) (Non-Debtors). These tables provide substantially the same information as would be presented pursuant to the disclosure requirements of ASC 852 with respect to condensed combined financial statements of entities in reorganization proceedings. The notes were discharged upon emergence from bankruptcy and are no longer outstanding. Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Three Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 550,305 $ — $ — $ 550,305 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 4,927 446,104 — (604 ) 450,427 Depreciation, depletion and amortization 695 68,728 — — 69,423 Amortization of acquired sales contracts, net — 104 — — 104 Change in fair value of coal derivatives and coal trading activities, net — 488 — — 488 Asset impairment and mine closure costs — 46 — — 46 Selling, general and administrative expenses 14,241 5,285 1,363 (391 ) 20,498 Other operating (income) expense, net (1,599 ) (1,001 ) (871 ) 995 (2,476 ) 18,264 519,754 492 — 538,510 Income from investment in subsidiaries 45,675 — — (45,675 ) — Income (loss) from operations 27,411 30,551 (492 ) (45,675 ) 11,795 Interest expense, net Interest expense (contractual interest of $101,520 for the three months ended September 30, 2016) (68,022 ) (6,705 ) (2,238 ) 30,801 (46,164 ) Interest and investment income 6,850 23,130 1,403 (30,801 ) 582 (61,172 ) 16,425 (835 ) — (45,582 ) Expenses related to proposed debt restructuring — — — — — Reorganization items, net (20,904 ) — — — (20,904 ) (20,904 ) — — — (20,904 ) Income (loss) from continuing operations before income taxes (54,665 ) 46,976 (1,327 ) (45,675 ) (54,691 ) Benefit from income taxes (3,244 ) — (26 ) — (3,270 ) Net income (loss) $ (51,421 ) $ 46,976 $ (1,301 ) $ (45,675 ) $ (51,421 ) Total comprehensive income (loss) $ (49,765 ) $ 48,800 $ (1,301 ) $ (47,499 ) $ (49,765 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Three Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 688,544 $ — $ — $ 688,544 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 3,211 537,471 — (490 ) 540,192 Depreciation, depletion and amortization 896 103,069 — — 103,965 Amortization of acquired sales contracts, net — (1,994 ) — — (1,994 ) Change in fair value of coal derivatives and coal trading activities, net — (3,559 ) — — (3,559 ) Asset impairment and mine closure costs 21,292 2,099,000 — — 2,120,292 Losses from disposed operations resulting from Patriot Coal bankruptcy 149,314 — — — 149,314 Selling, general and administrative expenses 18,059 6,725 1,489 (542 ) 25,731 Other operating (income) expense, net 3,503 (12,343 ) (817 ) 1,032 (8,625 ) 196,275 2,728,369 672 — 2,925,316 Loss from investment in subsidiaries (2,025,900 ) — — 2,025,900 — Loss from operations (2,222,175 ) (2,039,825 ) (672 ) 2,025,900 (2,236,772 ) Interest expense, net Interest expense (120,404 ) (6,629 ) (1,199 ) 28,473 (99,759 ) Interest and investment income 6,710 20,781 1,654 (28,473 ) 672 (113,694 ) 14,152 455 — (99,087 ) Expenses related to debt restructuring (7,482 ) — — — (7,482 ) Loss from continuing operations before income taxes (2,343,351 ) (2,025,673 ) (217 ) 2,025,900 (2,343,341 ) Provision for (benefit from) income taxes (343,875 ) — 10 — (343,865 ) Net loss $ (1,999,476 ) $ (2,025,673 ) $ (227 ) $ 2,025,900 $ (1,999,476 ) Total comprehensive loss $ (2,000,570 ) $ (2,026,697 ) $ (227 ) $ 2,026,924 $ (2,000,570 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Nine Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 1,398,709 $ — $ — $ 1,398,709 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 10,463 1,280,020 — (1,698 ) 1,288,785 Depreciation, depletion and amortization 2,188 189,393 — — 191,581 Amortization of acquired sales contracts, net — (728 ) — — (728 ) Change in fair value of coal derivatives and coal trading activities, net — 2,856 — — 2,856 Asset impairment and mine closure costs 6,330 122,937 — — 129,267 Selling, general and administrative expenses 40,738 15,936 3,770 (1,101 ) 59,343 Other operating (income) expense, net (6,151 ) (9,268 ) (2,637 ) 2,799 (15,257 ) 53,568 1,601,146 1,133 — 1,655,847 Loss from investment in subsidiaries (157,279 ) — — 157,279 — Loss from operations (210,847 ) (202,437 ) (1,133 ) 157,279 (257,138 ) Interest expense, net Interest expense (contractual interest of $300,852 for the nine months ended September 30, 2016) (200,387 ) (19,678 ) (6,779 ) 90,956 (135,888 ) Interest and investment income 20,884 68,988 3,737 (90,956 ) 2,653 (179,503 ) 49,310 (3,042 ) — (133,235 ) Expenses related to proposed debt restructuring (2,213 ) — — — (2,213 ) Reorganization items, net (46,050 ) — — — (46,050 ) (48,263 ) — — — (48,263 ) Loss from continuing operations before income taxes (438,613 ) (153,127 ) (4,175 ) 157,279 (438,636 ) Benefit from income taxes (4,603 ) — (23 ) — (4,626 ) Net loss $ (434,010 ) $ (153,127 ) $ (4,152 ) $ 157,279 $ (434,010 ) Total comprehensive loss $ (433,901 ) $ (155,158 ) $ (4,152 ) $ 159,310 $ (433,901 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Nine Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 2,010,011 $ — $ — $ 2,010,011 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 16,589 1,654,348 — (2,171 ) 1,668,766 Depreciation, depletion and amortization 2,969 303,240 2 — 306,211 Amortization of acquired sales contracts, net — (7,028 ) — — (7,028 ) Change in fair value of coal derivatives and coal trading activities, net — (1,128 ) — — (1,128 ) Asset impairment and mine closure costs 22,517 2,116,921 — — 2,139,438 Losses from disposed operations resulting from Patriot Coal bankruptcy 149,314 — — — 149,314 Selling, general and administrative expenses 50,664 19,239 4,262 (1,561 ) 72,604 Other operating (income) expense, net 7,065 417 (3,350 ) 3,732 7,864 249,118 4,086,009 914 — 4,336,041 Loss from investment in subsidiaries (2,035,313 ) — — 2,035,313 — Loss from operations (2,284,431 ) (2,075,998 ) (914 ) 2,035,313 (2,326,030 ) Interest expense, net Interest expense (357,690 ) (19,969 ) (3,601 ) 82,675 (298,585 ) Interest and investment income 21,457 60,811 4,414 (82,675 ) 4,007 (336,233 ) 40,842 813 — (294,578 ) Expenses related to debt restructuring (11,498 ) — — — (11,498 ) Loss from continuing operations before income taxes (2,632,162 ) (2,035,156 ) (101 ) 2,035,313 (2,632,106 ) Provision for (benefit from) income taxes (351,388 ) — 56 — (351,332 ) Net loss $ (2,280,774 ) $ (2,035,156 ) $ (157 ) $ 2,035,313 $ (2,280,774 ) Total comprehensive loss $ (2,278,048 ) $ (2,033,102 ) $ (157 ) $ 2,033,259 $ (2,278,048 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Balance Sheets September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets Cash and cash equivalents $ 388,338 $ 420 $ 11,447 $ — $ 400,205 Short term investments 111,451 — — — 111,451 Restricted cash — — 81,563 — 81,563 Receivables 15,750 6,830 165,154 (4,985 ) 182,749 Inventories — 159,410 — — 159,410 Other 21,333 20,007 2,605 — 43,945 Total current assets 536,872 186,667 260,769 (4,985 ) 979,323 Property, plant and equipment, net 5,644 3,428,861 — 436 3,434,941 Investment in subsidiaries 5,958,449 — — (5,958,449 ) — Intercompany receivables — 3,713,223 — (3,713,223 ) — Note receivable from Arch Western 675,000 — — (675,000 ) — Other 39,988 203,265 545 — 243,798 Total other assets 6,673,437 3,916,488 545 (10,346,672 ) 243,798 Total assets $ 7,215,953 $ 7,532,016 $ 261,314 $ (10,351,221 ) $ 4,658,062 Liabilities and Stockholders’ Deficit Liabilities not subject to compromise Accounts payable $ 37,516 $ 52,410 $ 40 $ — $ 89,966 Accrued expenses and other current liabilities 69,723 157,989 1,050 (4,982 ) 223,780 Current maturities of debt 1,002 2,396 — — 3,398 Total current liabilities 108,241 212,795 1,090 (4,982 ) 317,144 Long-term debt — 30,037 — — 30,037 Intercompany payables 3,474,361 — 238,862 (3,713,223 ) — Note payable to Arch Coal — 675,000 — (675,000 ) — Asset retirement obligations 1,062 393,637 — — 394,699 Accrued pension benefits 4,034 19,682 — — 23,716 Accrued postretirement benefits other than pension 71,722 15,401 — — 87,123 Accrued workers’ compensation 17,620 102,208 — — 119,828 Other noncurrent liabilities 26,718 38,824 282 — 65,824 Total liabilities not subject to compromise 3,703,758 1,487,584 240,234 (4,393,205 ) 1,038,371 Liabilities subject to compromise 5,188,722 107,063 5,295,785 Total liabilities 8,892,480 1,594,647 240,234 (4,393,205 ) 6,334,156 Stockholders’ equity (deficit) (1,676,527 ) 5,937,369 21,080 (5,958,016 ) (1,676,094 ) Total liabilities and stockholders’ deficit $ 7,215,953 $ 7,532,016 $ 261,314 $ (10,351,221 ) $ 4,658,062 Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Balance Sheets December 31, 2015 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets Cash and cash equivalents $ 337,646 $ 100,428 $ 12,707 $ — $ 450,781 Short term investments 200,192 — — — 200,192 Restricted cash — — 97,542 — 97,542 Receivables 12,463 3,153 124,581 (4,430 ) 135,767 Inventories — 196,720 — — 196,720 Other 18,160 38,794 969 — 57,923 Total current assets 568,461 339,095 235,799 (4,430 ) 1,138,925 Property, plant and equipment, net 7,747 3,610,869 — 413 3,619,029 Investment in subsidiaries 4,887,905 — — (4,887,905 ) — Intercompany receivables — 2,253,312 — (2,253,312 ) — Note receivable from Arch Western 675,000 — — (675,000 ) — Other 39,302 243,806 819 — 283,927 Total other assets 5,602,207 2,497,118 819 (7,816,217 ) 283,927 Total assets $ 6,178,415 $ 6,447,082 $ 236,618 $ (7,820,234 ) $ 5,041,881 Liabilities and Stockholders’ Deficit Accounts payable $ 8,495 $ 119,633 $ 3 $ — $ 128,131 Accrued expenses and other current liabilities 162,268 170,575 1,037 (4,430 ) 329,450 Current maturities of debt 5,031,603 10,750 — — 5,042,353 Total current liabilities 5,202,366 300,958 1,040 (4,430 ) 5,499,934 Long-term debt — 30,953 — — 30,953 Intercompany payables 2,043,308 — 210,005 (2,253,313 ) — Note payable to Arch Coal — 675,000 — (675,000 ) — Asset retirement obligations 1,005 395,654 — — 396,659 Accrued pension benefits 12,390 14,983 — — 27,373 Accrued postretirement benefits other than pension 79,826 19,984 — — 99,810 Accrued workers’ compensation 24,247 88,023 — — 112,270 Other noncurrent liabilities 59,976 58,847 348 — 119,171 Total liabilities 7,423,118 1,584,402 211,393 (2,932,743 ) 6,286,170 Stockholders’ equity (deficit) (1,244,703 ) 4,862,680 25,225 (4,887,491 ) (1,244,289 ) Total liabilities and stockholders’ deficit $ 6,178,415 $ 6,447,082 $ 236,618 $ (7,820,234 ) $ 5,041,881 Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash provided by (used in) operating activities $ (186,456 ) $ 198,137 $ (42,915 ) $ — $ (31,234 ) Investing Activities Capital expenditures (166 ) (82,268 ) — — (82,434 ) Additions to prepaid royalties — (305 ) — — (305 ) Proceeds from (consideration paid for) disposals and divestitures — (2,921 ) — — (2,921 ) Purchases of marketable securities (98,750 ) — — — (98,750 ) Proceeds from sale or maturity of marketable securities and other investments 187,006 — — — 187,006 Investments in and advances to affiliates — (3,440 ) — — (3,440 ) Change in restricted cash — — 15,979 — 15,979 Cash provided by (used) in investing activities 88,090 (88,934 ) 15,979 — 15,135 Financing Activities Net payments on other debt (4,430 ) (7,653 ) — — (12,083 ) Expenses related to proposed debt restructuring (2,213 ) — — — (2,213 ) Debt financing costs (17,000 ) — (3,181 ) — (20,181 ) Transactions with affiliates, net 172,701 (201,558 ) 28,857 — — Cash provided by (used in) financing activities 149,058 (209,211 ) 25,676 — (34,477 ) Increase (decrease) in cash and cash equivalents 50,692 (100,008 ) (1,260 ) — (50,576 ) Cash and cash equivalents, beginning of period 337,646 100,428 12,707 — 450,781 Cash and cash equivalents, end of period $ 388,338 $ 420 $ 11,447 $ — $ 400,205 Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash provided by (used in) operating activities $ (353,386 ) $ 279,503 $ (5,799 ) $ — $ (79,682 ) Investing Activities Capital expenditures (956 ) (108,294 ) — — (109,250 ) Additions to prepaid royalties — (5,808 ) — — (5,808 ) Proceeds from disposals and divestitures — 1,020 — — 1,020 Purchases of marketable securities (203,094 ) — — — (203,094 ) Proceeds from sale or maturity of marketable securities and other investments 248,362 — — — 248,362 Investments in and advances to affiliates (788 ) (7,156 ) — — (7,944 ) Change in restricted cash — — (44,732 ) — (44,732 ) Cash provided by (used in) investing activities 43,524 (120,238 ) (44,732 ) — (121,446 ) Financing Activities — Payments on term loan (14,625 ) — — — (14,625 ) Net payments on other debt (5,814 ) (6,378 ) — — (12,192 ) Expenses related to proposed debt restructuring (11,498 ) — — — (11,498 ) Transactions with affiliates, net 132,257 (182,761 ) 50,504 — — Cash provided by (used in) financing activities 100,320 (189,139 ) 50,504 — (38,315 ) Decrease in cash and cash equivalents (209,542 ) (29,874 ) (27 ) — (239,443 ) Cash and cash equivalents, beginning of period 572,185 150,358 11,688 — 734,231 Cash and cash equivalents, end of period $ 362,643 $ 120,484 $ 11,661 $ — $ 494,788 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and U.S. Securities and Exchange Commission regulations. In the opinion of management, all adjustments, consisting of normal, recurring accruals considered necessary for a fair presentation, have been included. Results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 . These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. On August 4, 2015 the Company affected a 1-for-10 reverse stock split of its common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the Condensed Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-10 reverse stock split. |
Filing Under Chapter 11 of the United States Bankruptcy Code | Filing Under Chapter 11 of the United States Bankruptcy Code On January 11, 2016 (the “Petition Date”), Arch Coal and substantially all of its wholly owned domestic subsidiaries (the “Filing Subsidiaries” and, together with Arch Coal, the “Debtors”; the Debtors, solely following the effective date of the Plan, the “Reorganized Debtors”) filed voluntary petitions for reorganization (collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri (the “Court”). The Debtors’ Chapter 11 Cases (collectively, the “Chapter 11 Cases”) are being jointly administered under the caption In re Arch Coal, Inc., et al. Case No. 16-40120 (lead case). During the Chapter 11 Cases, each Debtor continues to operate its business as a “debtor in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Court. The filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s obligations under the documents governing each of its 7.00% senior notes due 2019, 9.875% senior notes due 2019, 8.00% senior secured second lien notes due 2019, 7.25% senior notes due 2020, 7.25% senior notes due 2021 (together, the “senior notes”) and senior secured first lien term loan due 2018 (the “Existing Credit Agreement”) (collectively with the senior notes, the “Debt Instruments”). Immediately after filing the Bankruptcy Petitions, the Company began notifying all known current or potential creditors of the Debtors of the bankruptcy filings. Additionally, on the Petition Date, the New York Stock Exchange (the “NYSE”) determined that the Company’s stock was no longer suitable for listing pursuant to Section 8.02.01D of the NYSE continued listing standards and trading in the Company’s common stock was suspended on January 11, 2016. On the Petition Date, the Debtors filed a number of motions with the Court generally designed to stabilize their operations and facilitate the Debtors’ transition into Chapter 11. Certain of these motions sought authority from the Court for the Debtors to make payments upon, or otherwise honor, certain pre-petition obligations (e.g., obligations related to certain employee wages, salaries and benefits and certain vendors and other providers essential to the Debtors’ businesses). The Court has entered orders approving the relief sought in these motions, in certain cases on an interim basis. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtors’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. As required by the Bankruptcy Code, the U.S. Trustee for the Eastern District of Missouri appointed an official committee of unsecured creditors (the “Creditors’ Committee”) on January 25, 2016. During the Chapter 11 Cases, the Creditors’ Committee represents all unsecured creditors of the Debtors and has a right to be heard on all matters that come before the Court. For periods subsequent to filing the Bankruptcy Petitions, the Company will apply the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations”, in preparing its consolidated financial statements. ASC 852 requires that financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that are realized or incurred in the bankruptcy proceedings have been recorded in a reorganization line item on the Condensed Consolidated Statement of Operations. In addition, the pre-petition obligations that may be impacted by the bankruptcy reorganization process have been classified on the balance sheet as liabilities subject to compromise. These liabilities are reported as the amounts expected to be allowed by the Court, even if they may be settled for lesser amounts. The Plan (as defined below) was confirmed by the Bankruptcy Court on September 13, 2016 and the Debtors emerged from bankruptcy on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Restructuring Support Agreement As previously disclosed, prior to the Petition Date, certain of the Debtors entered into a Restructuring Support Agreement, dated as of January 10, 2016, which agreement was amended (on February 25, 2016, March 28, 2016, April 26, 2016, May 5, 2016, June 10, 2016 and June 23, 2016). On July 5, 2016, the Debtors entered into an Amended and Restated Restructuring Support Agreement (the “Amended and Restated RSA”) with lenders holding more than 75% of the aggregate principal amount of loans outstanding under Arch’s pre-petition first lien credit facility, the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to Section 1102 of the Bankruptcy Code (the “Committee”) and certain members of the Committee. On September 29, 2016, the Amended and Restated RSA was amended to extend the deadline for substantial consummation of the Plan to coincide with the Company’s emergence from bankruptcy on October 5, 2016. Confirmation of Plan of Reorganization On September 13, 2016, the Bankruptcy Court entered an order, Docket No. 1324 (the “Confirmation Order”) confirming the Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated September 11, 2016 (the “Plan”), which order was amended on September 15, 2016, Docket No. 1334. The Plan’s effectiveness is subject to certain conditions being satisfied or waived, including, (a) the documents governing the Reorganized Debtors’ new $326.5 million first lien debt facility (the “New First Lien Debt Facility”) shall have been duly executed and delivered by the Reorganized Debtors parties thereto, and all conditions precedent to the consummation of the New First Lien Debt Facility shall have been waived or satisfied in accordance with the terms thereof, and the closing of the New First Lien Debt Facility shall have occurred; (b) the Debtors’ existing securitization facility shall be reinstated on terms substantially as set forth in the Plan Supplement; (c) all documents and agreements necessary to implement the Plan, including the Plan Supplement and the Confirmation Order, shall have been executed; and (d) the Debtors shall have received all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the Plan and that are required by law, regulation or order. The date on which all conditions to the effectiveness of the Plan have been satisfied or waived is the “Effective Date” of the Plan. The Company satisfied all conditions contemplated by the Plan on October 5, 2016, which is the Effective Date of the Plan and the date which the Debtors emerged from bankruptcy. For further information, see Note 19, “Subsequent Events.” The following is a summary of certain provisions of the Plan, as confirmed by the Bankruptcy Court pursuant to the Confirmation Order, and is not intended to be a complete description of the Plan. Treatment of Claims The Plan contemplates that: • Holders of allowed administrative expense claims, priority claims (other than administrative expense claims and priority tax claims) and secured claims (other than claims arising under priority claims, the prepetition first lien credit facility and prepetition second lien notes) will be paid in full. • Holders of allowed claims arising under the Debtors’ prepetition first lien credit facility (“First Lien Credit Facility”) will receive their pro rata distribution of (i) total cash payments equal to the greater of (A) $144,796,527.78 less the amount of the adequate protection payments and (B) $30,000,000 ; (ii) $326.5 million in principal amount of New First Lien Debt Facility; and (iii) 94% of the common stock of Reorganized Arch Coal (the “New Common Stock”), subject to dilution on account of (a) any Class A Common Stock (as defined below) issued upon exercise of the warrants (the “New Warrants”) issued pursuant to the Plan to purchase up to 12% of the fully diluted Class A Common Stock as of the Effective Date and exercisable at any time for a period of 7 years from the Effective Date at a strike price calculated based on a total equity capitalization of $1.425 billion and (b) the issuance of New Common Stock in an amount of up to 10% of the New Common Stock, on a fully diluted basis, pursuant to a management incentive plan (the “Management Incentive Plan”). • Holders of allowed claims on account of prepetition second lien or unsecured notes (the “Prepetition Notes”) will receive their pro rata distribution of (i) $22.636 million in cash, (ii) at such holder’s election, either (A) such holder’s pro rata share of the New Warrants or (B) such holder’s pro rata share of $25 million in cash and (iii) 6% of the New Common Stock (subject to dilution on account of any exercise of the New Warrants and pursuant to the Management Incentive Plan). • Holders of allowed general unsecured claims against Debtors (other than claims on account of the First Lien Credit Facility or Prepetition Notes) will receive their pro rata distribution of $7.364 million cash, less fees and expenses incurred by any professionals retained by a claims oversight committee up to $200,000 . • The Reorganized Debtors will waive and release any claims or causes of action that they have, had, or may have that are based on sections 502(d), 544, 545, 547, 548, 549, 550, 551, 553(b) and 724(a) of the Bankruptcy Code and analogous non- bankruptcy law for all purposes against (i) prepetition trade creditors and (ii) officers, directors, employees or representatives of the Debtors or the Reorganized Debtors and all agents and representatives of all of the foregoing. However, the Reorganized Debtors will retain the right to assert any said claims as defenses or counterclaims in any cause of action brought by any creditor. New First Lien Debt Facility P ursuant to the Plan and a condition to its effectiveness, holders of allowed claims on account of the First Lien Credit Facility will receive their pro rata share of the New First Lien Debt Facility to be entered into on the Effective Date in an aggregate original principal amount of $326.5 million . The New First Lien Debt Facility will mature on the date that is five years after the Effective Date. Wilmington Trust, National Association will serve as administrative agent and collateral agent thereunder. Borrowings under the New First Lien Debt Facility will bear interest at a per annum rate equal to, at the option of Arch Coal, either (i) a London interbank offered rate (“LIBOR”) plus an applicable margin of 9% , subject to a 1% LIBOR floor, or (ii) a base rate plus an applicable margin of 8% . Interest payments will be payable quarterly in cash, unless the Debtors’ liquidity (as defined therein) after giving effect to the applicable interest payment would not exceed $300 million , in which case interest may be payable in kind at the Company’s option. The New First Lien Debt Facility will be guaranteed by all existing and future wholly owned domestic subsidiaries of Arch Coal subject to customary exceptions, and will be secured by first priority security interests on substantially all assets of each Reorganized Debtor, including 100% of the voting equity interests of directly owned domestic subsidiaries and 65% of the voting equity interests of directly owned foreign subsidiaries, subject to customary exceptions. Pursuant to the Plan, the Company entered into the New First Lien Debt Facility on October 5, 2016. For further information, see Note 19, “Subsequent Events.” Securitization Agreement On January 13, 2016, the Company agreed with its securitization financing providers (the “Securitization Financing Providers”) that, subject to certain amendments (the “Amendments”), they will continue the $200 million trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a non-debtor special-purpose entity that is a wholly owned subsidiary of the Company (“Arch Receivable”) (the “Securitization Facility”). Pursuant to the Amendments, which have been approved by the Court on a final basis, the Debtors agreed to a revised schedule of fees payable to the administrator and the Securitization Financing Providers. The cost of an advance backstopping a letter of credit issued under the Securitization Facility is determined by two factors: (a) a program fee of 2.65% per year and payable on each settlement date to each Securitization Financing Provider deemed to have made such an advance and (b) the “discount,” which is calculated based on each Securitization Financing Provider’s costs, including its cost of the issuance and placement of short term promissory notes to fund such an advance. On May 9, 2016, the Securitization Facility was amended to exclude account receivables in respect of certain disposed mining operations of one of the Debtors and to effect the release of certain liens relating to such account receivables. On the Effective Date, the Company expects to extend and amend the existing $200 million trade accounts receivable securitization facility provided to Arch Receivable (the “Extended Securitization Facility”), which will continue to support the issuance of letters of credit and will also reinstate Arch Receivable’s ability to request cash advances as existed prior to the Petition Date. The Extended Securitization Facility will terminate at the earliest of (i) three years from the Effective Date, (ii) if Liquidity (defined in the Extended Securitization Facility) is less than $175,000,000 for a period of 60 consecutive days, the date that is the 364th day after the first day of such 60 consecutive day period and (iii) the occurrence of certain predefined events substantially consistent with the existing transaction documents. Under the Extended Securitization Facility, Arch Receivable and certain of the Reorganized Debtors party to the Extended Securitization Facility will grant to the administrator of the Extended Securitization Facility a first priority security interest in eligible trade accounts receivable generated by such Debtors from the sale of coal and all proceeds thereof. The Company extended and amended the Securitization Facility on October 5, 2016. For further information, see Note 19, “Subsequent Events.” |
Going Concern | Going Concern The Company’s previously issued consolidated financial statements included cautionary language about its ability to continue as a going concern due to the Chapter 11 Cases. The Company emerged from Chapter 11 protection on October 5, 2016 and believes it has sufficient liquidity to fund its operations. For further information, see Note 19, “Subsequent Events.” |
New Accounting Pronouncements | In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. The Company adopted ASU 2015-03 in the first quarter of 2016 as mandated by the standard. Previously reported “other current assets” and “current maturities of debt” have been revised to reflect the retrospective application of the standard. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following reflects the retrospective application: December 31, 2015 (in thousands) Other current assets, prior to revision $ 104,723 Revision of debt issuance costs (64,857 ) Other current assets, as revised $ 39,866 Current maturities of debt, prior to revision $ 5,107,210 Revision of debt issuance costs (64,857 ) Current maturities of debt, as revised $ 5,042,353 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following items are included in accumulated other comprehensive income ("AOCI"): Pension, Postretirement and Other Accumulated Post- Other Derivative Employment Available-for- Comprehensive Instruments Benefits Sale Securities Income (In thousands) Balance at December 31, 2015 $ 325 $ (721 ) $ (1,419 ) $ (1,815 ) Unrealized gains (losses) (138 ) — 701 563 Amounts reclassified from AOCI (316 ) (1,363 ) 1,225 (454 ) Balance at September 30, 2016 $ (129 ) $ (2,084 ) $ 507 $ (1,706 ) |
Schedule of Comprehensive Income Reclassifications | The following amounts were reclassified out of AOCI: Amounts Reclassified from AOCI Line Item in the Condensed Consolidated Statement of Operations Three Months Ended September 30, Nine Months Ended September 30, Details About AOCI Components 2016 2015 2016 2015 (In thousands) Derivative instruments $ 76 $ 3,598 $ 397 $ 6,806 Revenues — (1,295 ) (81 ) (2,452 ) Benefit from income taxes $ 76 $ 2,303 $ 316 $ 4,354 Net of tax Pension, postretirement and other post-employment benefits Amortization of prior service credits (1) $ 2,510 $ 2,083 $ 7,854 $ 6,250 Amortization of actuarial gains (losses), net (1) (4,753 ) (3,266 ) (6,010 ) (11,200 ) (2,243 ) (1,183 ) 1,844 (4,950 ) — 426 (481 ) 1,782 Benefit from income taxes $ (2,243 ) $ (757 ) $ 1,363 $ (3,168 ) Net of tax Available-for-sale securities $ 632 $ (1,081 ) $ (2,263 ) $ (5,308 ) Interest and investment income — 358 1,038 1,914 Benefit from income taxes $ 632 $ (723 ) $ (1,225 ) $ (3,394 ) Net of tax 1 Production-related benefits and workers’ compensation costs are included in inventoriable production costs. |
Liabilities Subject to Compro31
Liabilities Subject to Compromise (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Reorganizations [Abstract] | |
Liabilities Subject to Compromise | Liabilities subject to compromise consist of the following: September 30, 2016 (in thousands) Previously Reported Balance Sheet Line Debt $ 5,026,806 Accrued expenses and current liabilities 138,253 Accounts payable 90,926 Noncurrent liabilities 39,800 Total Liabilities Subject to Compromise $ 5,295,785 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: September 30, December 31, 2016 2015 (In thousands) Coal $ 51,426 $ 85,043 Repair parts and supplies 107,984 111,677 $ 159,410 $ 196,720 |
Investments in Available-for-33
Investments in Available-for-Sale Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Available-for-sale Securities [Abstract] | |
Available-for-sale Securities | The Company’s investments in available-for-sale marketable securities are as follows: September 30, 2016 Balance Sheet Classification Gross Unrealized Fair Short-Term Other Cost Basis Gains Losses Value Investments Assets (In thousands) Available-for-sale: U.S. government and agency securities $ — $ — $ — $ — $ — $ — Corporate notes and bonds 111,545 8 (102 ) 111,451 111,451 — Equity securities 913 786 — 1,699 — 1,699 Total Investments $ 112,458 $ 794 $ (102 ) $ 113,150 $ 111,451 $ 1,699 December 31, 2015 Balance Sheet Classification Gross Unrealized Fair Short-Term Other Cost Basis Gains Losses Value Investments Assets (In thousands) Available-for-sale: U.S. government and agency securities $ 10,007 $ — $ (12 ) $ 9,995 $ 9,995 $ — Corporate notes and bonds 190,496 — (299 ) 190,197 190,197 — Equity securities 3,938 668 (2,888 ) 1,718 — 1,718 Total Investments $ 204,441 $ 668 $ (3,199 ) $ 201,910 $ 200,192 $ 1,718 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Price Risk Derivatives | At September 30, 2016 , the Company held derivatives for risk management purposes that are expected to settle in the following years: (Tons in thousands) 2016 2017 Total Coal sales 55 540 595 Coal purchases 60 480 540 |
Disclosure of Fair Value of Derivatives | The fair value and location of derivatives reflected in the accompanying Condensed Consolidated Balance Sheets are as follows: September 30, 2016 December 31, 2015 Fair Value of Derivatives Asset Liability Asset Liability (In thousands) Derivative Derivative Derivative Derivative Derivatives Designated as Hedging Instruments Coal $ — $ (14 ) $ 4 $ (20 ) Derivatives Not Designated as Hedging Instruments Heating oil -- diesel purchases 3,964 — 1,017 — Coal -- held for trading purposes 66,156 (64,730 ) 110,653 (104,814 ) Coal -- risk management 879 (576 ) 3,912 (1,947 ) Natural gas 110 — 494 (247 ) Foreign currency 9 — — — Total 71,118 (65,306 ) 116,076 (107,008 ) Total derivatives 71,118 (65,320 ) 116,080 (107,028 ) Effect of counterparty netting (64,965 ) 64,965 (107,028 ) 107,028 Net derivatives as classified in the balance sheets $ 6,153 $ (355 ) $ 5,798 $ 9,052 $ — $ 9,052 September 30, 2016 December 31, 2015 Net derivatives as reflected on the balance sheets (in thousands) Heating oil and foreign currency Other current assets $ 3,973 $ 1,017 Coal and natural gas Coal derivative assets 2,180 8,035 Accrued expenses and other current liabilities (355 ) — $ 5,798 $ 9,052 |
Effects of Derivatives on Measures of Financial Performance | The effects of derivatives on measures of financial performance are as follows: Derivatives used in Cash Flow Hedging Relationships (in thousands) Three Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) Gains (Losses) Reclassified from Other Comprehensive Income into Income (Effective Portion) 2016 2015 2016 2015 Coal sales (1) $ (612 ) $ 3,636 $ 108 $ 6,683 Coal purchases (2) 541 (2,561 ) (32 ) (3,084 ) Totals $ (71 ) $ 1,075 $ 76 $ 3,599 No ineffectiveness or amounts excluded from effectiveness testing relating to the Company’s cash flow hedging relationships were recognized in the results of operations in the three month periods ended September 30, 2016 and 2015 . Derivatives Not Designated as Hedging Instruments (in thousands) Three Months Ended September 30, Gain (Loss) Recognized 2016 2015 Coal — unrealized (3) $ (566 ) $ (809 ) Coal — realized (4) $ (133 ) $ 511 Natural gas — unrealized (3) $ (79 ) $ (16 ) Heating oil — diesel purchases (4) $ (770 ) $ (5,525 ) Foreign currency (4) $ (314 ) $ (602 ) ____________________________________________________________ Location in statement of operations: (1) — Revenues (2) — Cost of sales (3) — Change in fair value of coal derivatives and coal trading activities, net (4) — Other operating (income) expense, net Derivatives used in Cash Flow Hedging Relationships (in thousands) Nine Months Ended September 30, Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) Gains (Losses) Reclassified from Other Comprehensive Income into Income 2016 2015 2016 2015 Coal sales (1) $ (672 ) $ 12,738 $ 1,634 $ 12,555 Coal purchases (2) 536 (6,612 ) (1,237 ) (5,748 ) Totals $ (136 ) $ 6,126 $ 397 $ 6,807 No ineffectiveness or amounts excluded from effectiveness testing relating to the Company’s cash flow hedging relationships were recognized in the results of operations in the nine month periods ended September 30, 2016 and 2015 . Derivatives Not Designated as Hedging Instruments (in thousands) Nine Months Ended September 30, Gain (Loss) Recognized 2016 2015 Coal — unrealized (3) $ (1,662 ) $ (2,095 ) Coal — realized (4) $ (476 ) $ 2,428 Natural gas — unrealized (3) $ (463 ) $ (78 ) Heating oil — diesel purchases (4) $ 826 $ (7,262 ) Foreign currency (4) $ (451 ) $ (602 ) ____________________________________________________________ Location in statement of operations: (1) — Revenues (2) — Cost of sales (3) — Change in fair value of coal derivatives and coal trading activities, net (4) — Other operating (income) expense, net |
Accrued Expenses and Other Cu35
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2016 2015 (In thousands) Payroll and employee benefits $ 58,855 $ 58,423 Taxes other than income taxes 100,737 104,755 Interest 162,895 119,785 Acquired sales contracts — 3,852 Workers’ compensation 13,639 16,875 Asset retirement obligations 17,290 13,795 Other 8,617 11,965 $ 362,033 $ 329,450 Less: liabilities subject to compromise (138,253 ) — $ 223,780 $ 329,450 |
Debt and Financing Arrangemen36
Debt and Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | September 30, December 31, 2016 2015 (In thousands) Term loan due 2018 ($1.9 billion face value) $ 1,875,429 $ 1,875,429 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) 365,600 365,600 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 34,069 47,134 Debt issuance costs (64,857 ) (64,857 ) 5,060,241 5,073,306 Less: liabilities subject to compromise 5,026,806 — Less: current maturities of debt 3,398 5,042,353 Long-term debt $ 30,037 $ 30,953 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Accounted for at Fair Value | The table below sets forth, by level, the Company’s financial assets and liabilities that are recorded at fair value in the accompanying condensed consolidated balance sheet: September 30, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Investments in marketable securities $ 113,150 $ 1,699 $ 111,451 $ — Derivatives 6,153 1,960 220 3,973 Total assets $ 119,303 $ 3,659 $ 111,671 $ 3,973 Liabilities: Derivatives $ 355 $ 224 $ — $ 131 |
Summary of Change in the Fair Values of Financial Instruments Categorized as Level 3 | The following table summarizes the change in the fair values of financial instruments categorized as Level 3. Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 (In thousands) Balance, beginning of period $ 4,771 $ 2,432 Realized and unrealized gains recognized in earnings, net (1,888 ) (1,686 ) Realized and unrealized gains recognized in other comprehensive income, net — — Purchases 1,586 5,021 Issuances — (488 ) Settlements (627 ) (1,437 ) Ending balance $ 3,842 $ 3,842 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Pension Benefit Costs | The following table details the components of pension benefit costs: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Service cost $ — $ 2 $ — $ 7 Interest cost 2,803 3,688 9,338 10,953 Expected return on plan assets (4,641 ) (5,044 ) (13,623 ) (15,275 ) Curtailments — 526 454 526 Amortization of other actuarial losses 2,292 1,395 3,973 6,638 Net costs $ 454 $ 567 $ 142 $ 2,849 The following table details the components of other postretirement benefit costs (credits): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Service cost $ 128 $ 216 $ 393 $ 649 Interest cost 951 321 3,223 964 Curtailments — — (970 ) — Amortization of prior service credits (2,509 ) (2,084 ) (7,854 ) (6,251 ) Amortization of other actuarial losses (gains) 283 (527 ) (849 ) (1,582 ) Net credit $ (1,147 ) $ (2,074 ) $ (6,057 ) $ (6,220 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segment Results | PRB APP Other Operating Segments Corporate, Other and Eliminations Consolidated (in thousands) Three Months Ended September 30, 2016 Revenues $ 295,891 $ 190,704 $ 63,710 $ — $ 550,305 Adjusted EBITDAR 73,299 11,616 20,963 (24,510 ) 81,368 Depreciation, depletion and amortization 37,246 20,749 10,635 793 69,423 Amortization of acquired sales contracts, net 104 — — — 104 Capital expenditures 113 7,043 1,000 140 8,296 Three Months Ended September 30, 2015 Revenues $ 390,360 $ 205,573 $ 92,611 $ — $ 688,544 Adjusted EBITDAR 86,204 41,754 12,927 (6,080 ) 134,805 Depreciation, depletion and amortization 47,321 44,098 11,193 1,353 103,965 Amortization of acquired sales contracts, net (1,124 ) (870 ) — — (1,994 ) Capital expenditures 869 3,990 2,889 2,141 9,889 Nine Months Ended September 30, 2016 Revenues $ 726,747 $ 535,262 $ 136,700 $ — $ 1,398,709 Adjusted EBITDAR 96,242 13,261 18,230 (64,751 ) 62,982 Depreciation, depletion and amortization 100,151 62,500 26,678 2,252 191,581 Amortization of acquired sales contracts, net 134 (862 ) — — (728 ) Capital expenditures 612 17,413 3,910 60,499 82,434 Nine Months Ended September 30, 2015 Revenues $ 1,124,046 $ 653,310 $ 232,655 $ — $ 2,010,011 Adjusted EBITDAR 214,920 92,988 22,074 (68,077 ) 261,905 Depreciation, depletion and amortization 134,393 135,028 32,082 4,708 306,211 Amortization of acquired sales contracts, net (3,170 ) (3,858 ) — — (7,028 ) Capital expenditures 22,263 15,323 7,199 64,465 109,250 |
Reconciliation Statement of Segment Income from Operations to Consolidated Income Before Income Taxes | A reconciliation of adjusted EBITDAR to consolidated loss before income taxes follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Adjusted EBITDAR $ 81,368 $ 134,805 $ 62,982 $ 261,905 Depreciation, depletion and amortization (69,423 ) (103,965 ) (191,581 ) (306,211 ) Amortization of acquired sales contracts, net (104 ) 1,994 728 7,028 Asset impairment and mine closure costs (46 ) (2,120,292 ) (129,267 ) (2,139,438 ) Losses from disposed operations resulting from Patriot Coal bankruptcy — (149,314 ) — (149,314 ) Interest expense, net (45,582 ) (99,087 ) (133,235 ) (294,578 ) Expenses related to proposed debt restructuring — (7,482 ) (2,213 ) (11,498 ) Reorganization items, net (20,904 ) — (46,050 ) — Loss before income taxes $ (54,691 ) $ (2,343,341 ) $ (438,636 ) $ (2,632,106 ) |
Supplemental Consolidating Fi40
Supplemental Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Condensed Consolidating Financial Information [Abstract] | |
Schedule of Condensed Consolidating Statements of Income | Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Three Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 550,305 $ — $ — $ 550,305 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 4,927 446,104 — (604 ) 450,427 Depreciation, depletion and amortization 695 68,728 — — 69,423 Amortization of acquired sales contracts, net — 104 — — 104 Change in fair value of coal derivatives and coal trading activities, net — 488 — — 488 Asset impairment and mine closure costs — 46 — — 46 Selling, general and administrative expenses 14,241 5,285 1,363 (391 ) 20,498 Other operating (income) expense, net (1,599 ) (1,001 ) (871 ) 995 (2,476 ) 18,264 519,754 492 — 538,510 Income from investment in subsidiaries 45,675 — — (45,675 ) — Income (loss) from operations 27,411 30,551 (492 ) (45,675 ) 11,795 Interest expense, net Interest expense (contractual interest of $101,520 for the three months ended September 30, 2016) (68,022 ) (6,705 ) (2,238 ) 30,801 (46,164 ) Interest and investment income 6,850 23,130 1,403 (30,801 ) 582 (61,172 ) 16,425 (835 ) — (45,582 ) Expenses related to proposed debt restructuring — — — — — Reorganization items, net (20,904 ) — — — (20,904 ) (20,904 ) — — — (20,904 ) Income (loss) from continuing operations before income taxes (54,665 ) 46,976 (1,327 ) (45,675 ) (54,691 ) Benefit from income taxes (3,244 ) — (26 ) — (3,270 ) Net income (loss) $ (51,421 ) $ 46,976 $ (1,301 ) $ (45,675 ) $ (51,421 ) Total comprehensive income (loss) $ (49,765 ) $ 48,800 $ (1,301 ) $ (47,499 ) $ (49,765 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Three Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 688,544 $ — $ — $ 688,544 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 3,211 537,471 — (490 ) 540,192 Depreciation, depletion and amortization 896 103,069 — — 103,965 Amortization of acquired sales contracts, net — (1,994 ) — — (1,994 ) Change in fair value of coal derivatives and coal trading activities, net — (3,559 ) — — (3,559 ) Asset impairment and mine closure costs 21,292 2,099,000 — — 2,120,292 Losses from disposed operations resulting from Patriot Coal bankruptcy 149,314 — — — 149,314 Selling, general and administrative expenses 18,059 6,725 1,489 (542 ) 25,731 Other operating (income) expense, net 3,503 (12,343 ) (817 ) 1,032 (8,625 ) 196,275 2,728,369 672 — 2,925,316 Loss from investment in subsidiaries (2,025,900 ) — — 2,025,900 — Loss from operations (2,222,175 ) (2,039,825 ) (672 ) 2,025,900 (2,236,772 ) Interest expense, net Interest expense (120,404 ) (6,629 ) (1,199 ) 28,473 (99,759 ) Interest and investment income 6,710 20,781 1,654 (28,473 ) 672 (113,694 ) 14,152 455 — (99,087 ) Expenses related to debt restructuring (7,482 ) — — — (7,482 ) Loss from continuing operations before income taxes (2,343,351 ) (2,025,673 ) (217 ) 2,025,900 (2,343,341 ) Provision for (benefit from) income taxes (343,875 ) — 10 — (343,865 ) Net loss $ (1,999,476 ) $ (2,025,673 ) $ (227 ) $ 2,025,900 $ (1,999,476 ) Total comprehensive loss $ (2,000,570 ) $ (2,026,697 ) $ (227 ) $ 2,026,924 $ (2,000,570 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Nine Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 1,398,709 $ — $ — $ 1,398,709 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 10,463 1,280,020 — (1,698 ) 1,288,785 Depreciation, depletion and amortization 2,188 189,393 — — 191,581 Amortization of acquired sales contracts, net — (728 ) — — (728 ) Change in fair value of coal derivatives and coal trading activities, net — 2,856 — — 2,856 Asset impairment and mine closure costs 6,330 122,937 — — 129,267 Selling, general and administrative expenses 40,738 15,936 3,770 (1,101 ) 59,343 Other operating (income) expense, net (6,151 ) (9,268 ) (2,637 ) 2,799 (15,257 ) 53,568 1,601,146 1,133 — 1,655,847 Loss from investment in subsidiaries (157,279 ) — — 157,279 — Loss from operations (210,847 ) (202,437 ) (1,133 ) 157,279 (257,138 ) Interest expense, net Interest expense (contractual interest of $300,852 for the nine months ended September 30, 2016) (200,387 ) (19,678 ) (6,779 ) 90,956 (135,888 ) Interest and investment income 20,884 68,988 3,737 (90,956 ) 2,653 (179,503 ) 49,310 (3,042 ) — (133,235 ) Expenses related to proposed debt restructuring (2,213 ) — — — (2,213 ) Reorganization items, net (46,050 ) — — — (46,050 ) (48,263 ) — — — (48,263 ) Loss from continuing operations before income taxes (438,613 ) (153,127 ) (4,175 ) 157,279 (438,636 ) Benefit from income taxes (4,603 ) — (23 ) — (4,626 ) Net loss $ (434,010 ) $ (153,127 ) $ (4,152 ) $ 157,279 $ (434,010 ) Total comprehensive loss $ (433,901 ) $ (155,158 ) $ (4,152 ) $ 159,310 $ (433,901 ) Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Operations Nine Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues $ — $ 2,010,011 $ — $ — $ 2,010,011 Costs, expenses and other Cost of sales (exclusive of items shown separately below) 16,589 1,654,348 — (2,171 ) 1,668,766 Depreciation, depletion and amortization 2,969 303,240 2 — 306,211 Amortization of acquired sales contracts, net — (7,028 ) — — (7,028 ) Change in fair value of coal derivatives and coal trading activities, net — (1,128 ) — — (1,128 ) Asset impairment and mine closure costs 22,517 2,116,921 — — 2,139,438 Losses from disposed operations resulting from Patriot Coal bankruptcy 149,314 — — — 149,314 Selling, general and administrative expenses 50,664 19,239 4,262 (1,561 ) 72,604 Other operating (income) expense, net 7,065 417 (3,350 ) 3,732 7,864 249,118 4,086,009 914 — 4,336,041 Loss from investment in subsidiaries (2,035,313 ) — — 2,035,313 — Loss from operations (2,284,431 ) (2,075,998 ) (914 ) 2,035,313 (2,326,030 ) Interest expense, net Interest expense (357,690 ) (19,969 ) (3,601 ) 82,675 (298,585 ) Interest and investment income 21,457 60,811 4,414 (82,675 ) 4,007 (336,233 ) 40,842 813 — (294,578 ) Expenses related to debt restructuring (11,498 ) — — — (11,498 ) Loss from continuing operations before income taxes (2,632,162 ) (2,035,156 ) (101 ) 2,035,313 (2,632,106 ) Provision for (benefit from) income taxes (351,388 ) — 56 — (351,332 ) Net loss $ (2,280,774 ) $ (2,035,156 ) $ (157 ) $ 2,035,313 $ (2,280,774 ) Total comprehensive loss $ (2,278,048 ) $ (2,033,102 ) $ (157 ) $ 2,033,259 $ (2,278,048 ) |
Schedule of Condensed Consolidating Balance Sheets | Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Balance Sheets September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets Cash and cash equivalents $ 388,338 $ 420 $ 11,447 $ — $ 400,205 Short term investments 111,451 — — — 111,451 Restricted cash — — 81,563 — 81,563 Receivables 15,750 6,830 165,154 (4,985 ) 182,749 Inventories — 159,410 — — 159,410 Other 21,333 20,007 2,605 — 43,945 Total current assets 536,872 186,667 260,769 (4,985 ) 979,323 Property, plant and equipment, net 5,644 3,428,861 — 436 3,434,941 Investment in subsidiaries 5,958,449 — — (5,958,449 ) — Intercompany receivables — 3,713,223 — (3,713,223 ) — Note receivable from Arch Western 675,000 — — (675,000 ) — Other 39,988 203,265 545 — 243,798 Total other assets 6,673,437 3,916,488 545 (10,346,672 ) 243,798 Total assets $ 7,215,953 $ 7,532,016 $ 261,314 $ (10,351,221 ) $ 4,658,062 Liabilities and Stockholders’ Deficit Liabilities not subject to compromise Accounts payable $ 37,516 $ 52,410 $ 40 $ — $ 89,966 Accrued expenses and other current liabilities 69,723 157,989 1,050 (4,982 ) 223,780 Current maturities of debt 1,002 2,396 — — 3,398 Total current liabilities 108,241 212,795 1,090 (4,982 ) 317,144 Long-term debt — 30,037 — — 30,037 Intercompany payables 3,474,361 — 238,862 (3,713,223 ) — Note payable to Arch Coal — 675,000 — (675,000 ) — Asset retirement obligations 1,062 393,637 — — 394,699 Accrued pension benefits 4,034 19,682 — — 23,716 Accrued postretirement benefits other than pension 71,722 15,401 — — 87,123 Accrued workers’ compensation 17,620 102,208 — — 119,828 Other noncurrent liabilities 26,718 38,824 282 — 65,824 Total liabilities not subject to compromise 3,703,758 1,487,584 240,234 (4,393,205 ) 1,038,371 Liabilities subject to compromise 5,188,722 107,063 5,295,785 Total liabilities 8,892,480 1,594,647 240,234 (4,393,205 ) 6,334,156 Stockholders’ equity (deficit) (1,676,527 ) 5,937,369 21,080 (5,958,016 ) (1,676,094 ) Total liabilities and stockholders’ deficit $ 7,215,953 $ 7,532,016 $ 261,314 $ (10,351,221 ) $ 4,658,062 Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Balance Sheets December 31, 2015 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets Cash and cash equivalents $ 337,646 $ 100,428 $ 12,707 $ — $ 450,781 Short term investments 200,192 — — — 200,192 Restricted cash — — 97,542 — 97,542 Receivables 12,463 3,153 124,581 (4,430 ) 135,767 Inventories — 196,720 — — 196,720 Other 18,160 38,794 969 — 57,923 Total current assets 568,461 339,095 235,799 (4,430 ) 1,138,925 Property, plant and equipment, net 7,747 3,610,869 — 413 3,619,029 Investment in subsidiaries 4,887,905 — — (4,887,905 ) — Intercompany receivables — 2,253,312 — (2,253,312 ) — Note receivable from Arch Western 675,000 — — (675,000 ) — Other 39,302 243,806 819 — 283,927 Total other assets 5,602,207 2,497,118 819 (7,816,217 ) 283,927 Total assets $ 6,178,415 $ 6,447,082 $ 236,618 $ (7,820,234 ) $ 5,041,881 Liabilities and Stockholders’ Deficit Accounts payable $ 8,495 $ 119,633 $ 3 $ — $ 128,131 Accrued expenses and other current liabilities 162,268 170,575 1,037 (4,430 ) 329,450 Current maturities of debt 5,031,603 10,750 — — 5,042,353 Total current liabilities 5,202,366 300,958 1,040 (4,430 ) 5,499,934 Long-term debt — 30,953 — — 30,953 Intercompany payables 2,043,308 — 210,005 (2,253,313 ) — Note payable to Arch Coal — 675,000 — (675,000 ) — Asset retirement obligations 1,005 395,654 — — 396,659 Accrued pension benefits 12,390 14,983 — — 27,373 Accrued postretirement benefits other than pension 79,826 19,984 — — 99,810 Accrued workers’ compensation 24,247 88,023 — — 112,270 Other noncurrent liabilities 59,976 58,847 348 — 119,171 Total liabilities 7,423,118 1,584,402 211,393 (2,932,743 ) 6,286,170 Stockholders’ equity (deficit) (1,244,703 ) 4,862,680 25,225 (4,887,491 ) (1,244,289 ) Total liabilities and stockholders’ deficit $ 6,178,415 $ 6,447,082 $ 236,618 $ (7,820,234 ) $ 5,041,881 |
Schedule of Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2016 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash provided by (used in) operating activities $ (186,456 ) $ 198,137 $ (42,915 ) $ — $ (31,234 ) Investing Activities Capital expenditures (166 ) (82,268 ) — — (82,434 ) Additions to prepaid royalties — (305 ) — — (305 ) Proceeds from (consideration paid for) disposals and divestitures — (2,921 ) — — (2,921 ) Purchases of marketable securities (98,750 ) — — — (98,750 ) Proceeds from sale or maturity of marketable securities and other investments 187,006 — — — 187,006 Investments in and advances to affiliates — (3,440 ) — — (3,440 ) Change in restricted cash — — 15,979 — 15,979 Cash provided by (used) in investing activities 88,090 (88,934 ) 15,979 — 15,135 Financing Activities Net payments on other debt (4,430 ) (7,653 ) — — (12,083 ) Expenses related to proposed debt restructuring (2,213 ) — — — (2,213 ) Debt financing costs (17,000 ) — (3,181 ) — (20,181 ) Transactions with affiliates, net 172,701 (201,558 ) 28,857 — — Cash provided by (used in) financing activities 149,058 (209,211 ) 25,676 — (34,477 ) Increase (decrease) in cash and cash equivalents 50,692 (100,008 ) (1,260 ) — (50,576 ) Cash and cash equivalents, beginning of period 337,646 100,428 12,707 — 450,781 Cash and cash equivalents, end of period $ 388,338 $ 420 $ 11,447 $ — $ 400,205 Arch Coal, Inc. and Subsidiaries (Debtor-in-Possession) Condensed Consolidating Statements of Cash Flows Nine Months Ended September 30, 2015 Parent/Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash provided by (used in) operating activities $ (353,386 ) $ 279,503 $ (5,799 ) $ — $ (79,682 ) Investing Activities Capital expenditures (956 ) (108,294 ) — — (109,250 ) Additions to prepaid royalties — (5,808 ) — — (5,808 ) Proceeds from disposals and divestitures — 1,020 — — 1,020 Purchases of marketable securities (203,094 ) — — — (203,094 ) Proceeds from sale or maturity of marketable securities and other investments 248,362 — — — 248,362 Investments in and advances to affiliates (788 ) (7,156 ) — — (7,944 ) Change in restricted cash — — (44,732 ) — (44,732 ) Cash provided by (used in) investing activities 43,524 (120,238 ) (44,732 ) — (121,446 ) Financing Activities — Payments on term loan (14,625 ) — — — (14,625 ) Net payments on other debt (5,814 ) (6,378 ) — — (12,192 ) Expenses related to proposed debt restructuring (11,498 ) — — — (11,498 ) Transactions with affiliates, net 132,257 (182,761 ) 50,504 — — Cash provided by (used in) financing activities 100,320 (189,139 ) 50,504 — (38,315 ) Decrease in cash and cash equivalents (209,542 ) (29,874 ) (27 ) — (239,443 ) Cash and cash equivalents, beginning of period 572,185 150,358 11,688 — 734,231 Cash and cash equivalents, end of period $ 362,643 $ 120,484 $ 11,661 $ — $ 494,788 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | Oct. 05, 2016USD ($) | Jan. 21, 2016 | Jan. 13, 2016USD ($)factor | Aug. 04, 2015 | Sep. 30, 2016USD ($) | Jan. 11, 2016 | Jan. 10, 2016 | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Reverse stock split, conversion ratio | 0.1 | |||||||
Debt Instrument [Line Items] | ||||||||
Holder's of first lien creditors (percent) | 75.00% | |||||||
Securitized accounts receivable | $ 200,000,000 | |||||||
Number of factors required to determine cost of advance backstopping a letter of credit issued under the securitization facility | factor | 2 | |||||||
Program fees | 2.65% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (percent) | 9.00% | |||||||
Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (percent) | 8.00% | |||||||
7.00% Senior Notes Due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.00% | 7.00% | ||||||
9.875% Senior Notes Due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes interest rate (percent) | 9.875% | 9.875% | ||||||
Amount of debt instrument | $ 375,000,000 | $ 375,000,000 | ||||||
8.00% Senior Secured Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes interest rate (percent) | 8.00% | 8.00% | ||||||
7.25% Senior Notes Due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.25% | 7.25% | ||||||
7.25% Senior Notes Due 2021 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.25% | 7.25% | ||||||
Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Holders of allowed claims pro rata amount of cash to settle claim | $ 144,796,527.78 | |||||||
Amount of cash to settle claim | $ 30,000,000 | |||||||
Holders of allowed claims percentage of common stock outstanding upon reorganization | 94.00% | |||||||
Warrant exercise period | 7 years | |||||||
Unsecured note holders election to receive common stock with a total equity value | $ 1,425,000,000 | |||||||
Holders of allowed claims percentage of common stock outstanding pursuant to incentive plan | 10.00% | |||||||
Unsecured note holders right to receive their pro rata amount of cash to settle claim | $ 22,636,000 | |||||||
Unsecured note holders election to receive a pro rata amount of cash | $ 25,000,000 | |||||||
Unsecured note holders percentage of common stock outstanding upon reorganization (percent) | 6.00% | |||||||
Other general holders pro rata amount of cash to settle claim | $ 7,364,000 | |||||||
Professional fees and expenses retained by a claims oversight committee maximum amount | 200,000 | |||||||
Securitized accounts receivable | $ 200,000,000 | |||||||
Term of securitization agreement | 3 years | |||||||
Securitization agreement liquidity covenant amount | $ 175,000,000 | |||||||
Number of consecutive days under liquidity threshold | 60 days | |||||||
Subsequent Event [Member] | Senior Notes [Member] | New First Lien Debt Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of debt instrument | $ 326,500,000 | |||||||
Term of instrument | 5 years | |||||||
Maximum amount of Debtors' liquidity | $ 300,000,000 | |||||||
Amount of voting equity interests of domestic subsidiaries guaranteed (percent) | 100.00% | |||||||
Amount of voting equity interests of foreign owned subsidiaries guaranteed (percent) | 65.00% | |||||||
Subsequent Event [Member] | Senior Notes [Member] | New First Lien Debt Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (percent) | 9.00% | |||||||
Subsequent Event [Member] | Senior Notes [Member] | New First Lien Debt Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||
Subsequent Event [Member] | Senior Notes [Member] | New First Lien Debt Facility [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (percent) | 8.00% | |||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured note holders election to receive percentage of common stock outstanding upon reorganization (percent) | 12.00% |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other current assets, prior to revision | $ 36,960 | $ 39,866 |
Revision of debt issuance costs | (64,857) | (64,857) |
Current maturities of debt | $ 3,398 | 5,042,353 |
Scenario, Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other current assets, prior to revision | 104,723 | |
Current maturities of debt | 5,107,210 | |
Accounting Standards Update 03-2015 [Member] | Other Current Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Revision of debt issuance costs | (64,857) | |
Accounting Standards Update 03-2015 [Member] | Long-term Debt, Current [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Revision of debt issuance costs | $ (64,857) |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Income (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Accumulated Other Comprenhensive Income (Loss) [Roll Forward] | |
Beginning Balance | $ (1,815) |
Ending Balance | (1,706) |
Derivative Instruments [Member] | |
Accumulated Other Comprenhensive Income (Loss) [Roll Forward] | |
Beginning Balance | 325 |
Unrealized gains (losses) | (138) |
Amounts reclassified from AOCI | (316) |
Ending Balance | (129) |
Pension, Postretirement and Other Postemployment Benefits [Member] | |
Accumulated Other Comprenhensive Income (Loss) [Roll Forward] | |
Beginning Balance | (721) |
Unrealized gains (losses) | 0 |
Amounts reclassified from AOCI | (1,363) |
Ending Balance | (2,084) |
Available-for-Sale Securities [Member] | |
Accumulated Other Comprenhensive Income (Loss) [Roll Forward] | |
Beginning Balance | (1,419) |
Unrealized gains (losses) | 701 |
Amounts reclassified from AOCI | 1,225 |
Ending Balance | 507 |
Accumulated Other Comprehensive Income[Member] | |
Accumulated Other Comprenhensive Income (Loss) [Roll Forward] | |
Beginning Balance | (1,815) |
Unrealized gains (losses) | 563 |
Amounts reclassified from AOCI | (454) |
Ending Balance | $ (1,706) |
Accumulated Other Comprehensi44
Accumulated Other Comprehensive Income (Schedule of Reclassifications) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Revenues | $ 550,305 | $ 688,544 | $ 1,398,709 | $ 2,010,011 |
Benefit from income taxes | 3,270 | 343,865 | 4,626 | 351,332 |
Net loss | (51,421) | (1,999,476) | (434,010) | (2,280,774) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Derivative Instruments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Revenues | 76 | 3,598 | 397 | 6,806 |
Benefit from income taxes | 0 | (1,295) | (81) | (2,452) |
Net loss | 76 | 2,303 | 316 | 4,354 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Pension, Postretirement and Other Postemployment Benefits [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amortization of prior service credits | 2,510 | 2,083 | 7,854 | 6,250 |
Amortization of actuarial gains (losses), net | (4,753) | (3,266) | (6,010) | (11,200) |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax | (2,243) | (1,183) | 1,844 | (4,950) |
Benefit from income taxes | 0 | 426 | (481) | 1,782 |
Net of tax | (2,243) | (757) | 1,363 | (3,168) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Benefit from income taxes | 0 | 358 | 1,038 | 1,914 |
Net loss | 632 | (723) | (1,225) | (3,394) |
Interest and investment income | $ 632 | $ (1,081) | $ (2,263) | $ (5,308) |
Reorganization items, net (Narr
Reorganization items, net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Reorganization items, net | $ (20,904) | $ 0 | $ (46,050) | $ 0 |
Professional fee expense | (22,600) | (62,700) | ||
Non-cash gains on rejected contracts | 1,700 | 16,600 | ||
Payments for reorganization items | $ 16,000 | $ 31,100 |
Liabilities Subject to Compro46
Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Reorganizations [Abstract] | ||
Debt | $ 5,026,806 | $ 0 |
Accrued expenses and current liabilities | 138,253 | |
Accounts payable | 90,926 | |
Noncurrent liabilities | 39,800 | |
Liabilities Subject to Compromise | 5,295,785 | 0 |
Debt issuance costs | $ 64,857 | $ 64,857 |
Asset Impairments and Mine Cl47
Asset Impairments and Mine Closure Costs (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairment and mine closure costs | $ 46 | $ 129,300 | $ 2,120,292 | $ 129,267 | $ 2,139,438 |
Impairment charge on investment | 2,900 | ||||
Severance expense | 7,200 | ||||
Curtailments | 3,600 | ||||
Kentucky [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impaired coal reserves and surface land | 74,100 | $ 74,100 | |||
Longview, Washington [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairment charge on investment | 38,000 | ||||
Royalty Agreements [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairment charge | $ 3,400 |
Losses from disposed operatio48
Losses from disposed operations resulting from Patriot Coal bankruptcy (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Losses from disposed operations resulting from Patriot Coal bankruptcy | $ 0 | $ 149,314 | $ 0 | $ 149,314 |
Losses from disposed operations resulting from Patriot Coal bankruptcy | $ 0 | $ 149,314 | ||
Patriot Coal [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Losses from disposed operations resulting from Patriot Coal bankruptcy | $ 149,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Coal | $ 51,426 | $ 85,043 |
Repair parts and supplies | 107,984 | 111,677 |
Inventories | 159,410 | 196,720 |
Allowance for slow-moving and obsolete inventories | $ 5,100 | $ 6,000 |
Investments in Available-for-50
Investments in Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Current | $ 111,451 | $ 200,192 |
Total Investments, Cost Basis | 112,458 | 204,441 |
Total Investments, Accumulated Gross Unrealized Gains | 794 | 668 |
Total Investments, Accumulated Gross Unrealized Losses | (102) | (3,199) |
Total Investments | 113,150 | 201,910 |
Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Investments, Current | 111,451 | 200,192 |
Other Assets [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total Investments, Noncurrent | 1,699 | 1,718 |
US Government and Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Cost Basis | 0 | 10,007 |
Debt Securities, Accumulated Gross Unrealized Gains | 0 | 0 |
Debt Securities, Accumulated Gross Unrealized Losses | 0 | (12) |
Debt Securities | 0 | 9,995 |
US Government and Agency Securities [Member] | Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Current | 0 | 9,995 |
US Government and Agency Securities [Member] | Other Assets [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Noncurrent | 0 | 0 |
Corporate Notes and Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Cost Basis | 111,545 | 190,496 |
Debt Securities, Accumulated Gross Unrealized Gains | 8 | 0 |
Debt Securities, Accumulated Gross Unrealized Losses | (102) | (299) |
Debt Securities | 111,451 | 190,197 |
Corporate Notes and Bonds [Member] | Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Current | 111,451 | 190,197 |
Corporate Notes and Bonds [Member] | Other Assets [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Debt Securities, Noncurrent | 0 | 0 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Equity Securities, Cost Basis | 913 | 3,938 |
Equity Securities, Accumulated Gross Unrealized Gains | 786 | 668 |
Equity Securities, Accumulated Gross Unrealized Losses | 0 | (2,888) |
Equity securities | 1,699 | 1,718 |
Equity Securities [Member] | Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Equity Securities, Current | 0 | 0 |
Equity Securities [Member] | Other Assets [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Equity Securities, Noncurrent | $ 1,699 | $ 1,718 |
Investments in Available-for-51
Investments in Available-for-Sale Securities (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Available-for-sale Securities [Abstract] | ||
Unrealized losses owned for less than 12 months | $ 73 | $ 184.6 |
Unrealized losses owned for greater than 12 months | $ 28.6 | $ 15.8 |
Derivatives (Narrative) (Detail
Derivatives (Narrative) (Details) gal in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($)gal$ / option | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)gal$ / option | Sep. 30, 2015USD ($) | Dec. 31, 2017$ / option | Dec. 31, 2015USD ($) | |
Derivative [Line Items] | |||||||
Current liability for the obligation to return cash collateral | $ | $ 1.4 | $ 1.4 | $ 1.7 | ||||
Net unrealized and realized gains (losses) related to trading portfolio | $ | $ (0.1) | $ 4.4 | $ (0.9) | $ (3.3) | |||
Scenario, Forecast [Member] | |||||||
Derivative [Line Items] | |||||||
Value of trading portfolio realized | $ | $ 1.5 | ||||||
Not Designated as Hedging Instrument [Member] | Heating Oil [Member] | |||||||
Derivative [Line Items] | |||||||
Quantities under derivative contracts (in gallons) | 8.4 | 8.4 | |||||
Percent of expected requirements covered | 65.00% | 65.00% | |||||
Derivative, average price risk option strike price (in usd per gallon) | $ / option | 1.40 | 1.40 | |||||
Not Designated as Hedging Instrument [Member] | Diesel Purchases [Member] | Scenario, Forecast [Member] | |||||||
Derivative [Line Items] | |||||||
Percent of expected requirements covered | 49.00% | ||||||
Derivative, average price risk option strike price (in usd per gallon) | $ / option | 1.66 | ||||||
Not Designated as Hedging Instrument [Member] | Diesel Purchases [Member] | Heating Oil [Member] | |||||||
Derivative [Line Items] | |||||||
Quantities under derivative contracts (in gallons) | 22 | 22 | |||||
Not Designated as Hedging Instrument [Member] | Diesel Purchases [Member] | Minimum [Member] | |||||||
Derivative [Line Items] | |||||||
Gallons of diesel fuel purchased annually | 41 | ||||||
Not Designated as Hedging Instrument [Member] | Diesel Purchases [Member] | Maximum [Member] | |||||||
Derivative [Line Items] | |||||||
Gallons of diesel fuel purchased annually | 46 |
Derivatives (Schedule of Price
Derivatives (Schedule of Price Risk Derivatives) (Details) T in Thousands | Sep. 30, 2016T |
Coal sales [Member] | |
Derivative [Line Items] | |
Derivatives Held | 595 |
Coal purchases [Member] | |
Derivative [Line Items] | |
Derivatives Held | 540 |
2016 [Member] | Coal sales [Member] | |
Derivative [Line Items] | |
Derivatives Held | 55 |
2016 [Member] | Coal purchases [Member] | |
Derivative [Line Items] | |
Derivatives Held | 60 |
2017 [Member] | Coal sales [Member] | |
Derivative [Line Items] | |
Derivatives Held | 540 |
2017 [Member] | Coal purchases [Member] | |
Derivative [Line Items] | |
Derivatives Held | 480 |
Derivatives (Disclosure Of Fair
Derivatives (Disclosure Of Fair Value Of Derivatives) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Liability | $ (64,965) | $ (107,028) |
Derivative Liability, Fair Value, Gross Asset | 64,965 | 107,028 |
Derivative Asset | 6,153 | 9,052 |
Derivative Liability | (355) | 0 |
Net derivatives as classified in the balance sheet | 5,798 | 9,052 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 71,118 | 116,076 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Liability, at Fair Value | (65,306) | (107,008) |
Not Designated as Hedging Instrument [Member] | Coal Contract [Member] | ||
Derivative [Line Items] | ||
Derivative Assets | 66,156 | 110,653 |
Derivative Liabilities | (64,730) | (104,814) |
Coal Contract [Member] | Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative Assets | 0 | 4 |
Derivative Liabilities | (14) | (20) |
Coal Contract [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 879 | 3,912 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Liability, at Fair Value | (576) | (1,947) |
Heating Oil-Diesel Purchases [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 3,964 | 1,017 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Liability, at Fair Value | 0 | 0 |
Natural Gas [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 110 | 494 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Liability, at Fair Value | 0 | (247) |
Foreign Currency [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 9 | 0 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Liability, at Fair Value | 0 | 0 |
Price Risk Derivative [Member] | ||
Derivative [Line Items] | ||
Derivative Assets | 71,118 | 116,080 |
Derivative Liabilities | $ (65,320) | $ (107,028) |
Derivatives (Net Derivatives As
Derivatives (Net Derivatives As Reflected On The Balance Sheets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Net derivatives as classified in the balance sheet | $ 5,798 | $ 9,052 |
Accrued expenses and other current liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net derivatives as classified in the balance sheet | (355) | 0 |
Heating Oil and Foreign Currency [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net derivatives as classified in the balance sheet | 3,973 | 1,017 |
Coal and Natural Gas Contracts [Member] | Coal Derivative Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net derivatives as classified in the balance sheet | $ 2,180 | $ 8,035 |
Derivatives (Effects Of Derivat
Derivatives (Effects Of Derivatives On Measures Of Financial Performance) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Designated as Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) | $ (71) | $ 1,075 | $ (136) | $ 6,126 |
Gains (Losses) Reclassified from Other Comprehensive Income into Income (Effective Portion) | 76 | 3,599 | 397 | 6,807 |
Designated as Hedging Instrument [Member] | Coal sales [Member] | Coal Contract [Member] | Sales Revenue, Net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) | (612) | 3,636 | (672) | 12,738 |
Gains (Losses) Reclassified from Other Comprehensive Income into Income (Effective Portion) | 108 | 6,683 | 1,634 | 12,555 |
Designated as Hedging Instrument [Member] | Coal purchases [Member] | Coal Contract [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income(Effective Portion) | 541 | (2,561) | 536 | (6,612) |
Gains (Losses) Reclassified from Other Comprehensive Income into Income (Effective Portion) | (32) | (3,084) | (1,237) | (5,748) |
Not Designated as Hedging Instrument [Member] | Coal Contract [Member] | Change in Fair Value of Coal Derivatives and Coal Trading Activity, Net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) on Derivatives | (566) | (809) | (1,662) | (2,095) |
Not Designated as Hedging Instrument [Member] | Coal Contract [Member] | Other Operating Income (Expense) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized Gain (Loss) on Derivatives | (133) | 511 | (476) | 2,428 |
Not Designated as Hedging Instrument [Member] | Natural Gas [Member] | Change in Fair Value of Coal Derivatives and Coal Trading Activity, Net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) on Derivatives | (79) | (16) | (463) | (78) |
Not Designated as Hedging Instrument [Member] | Heating Oil-Diesel Purchases [Member] | Other Operating Income (Expense) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Heating oil realized and unrealized gains and losses | (770) | (5,525) | 826 | (7,262) |
Not Designated as Hedging Instrument [Member] | Foreign Currency [Member] | Other Operating Income (Expense) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Heating oil realized and unrealized gains and losses | $ (314) | $ (602) | $ (451) | $ (602) |
Accrued Expenses and Other Cu57
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Payroll and employee benefits | $ 58,855 | $ 58,423 |
Taxes other than income taxes | 100,737 | 104,755 |
Interest | 162,895 | 119,785 |
Acquired sales contracts | 0 | 3,852 |
Workers’ compensation | 13,639 | 16,875 |
Asset retirement obligations | 17,290 | 13,795 |
Other | 8,617 | 11,965 |
Accrued Liabilities, Current, Not Subject To Compromise | 362,033 | 329,450 |
Less: liabilities subject to compromise | (138,253) | 0 |
Accrued Liabilities, Current | $ 223,780 | $ 329,450 |
Debt and Financing Arrangemen58
Debt and Financing Arrangements (Long term Debt) (Details) - USD ($) | Sep. 30, 2016 | Jan. 11, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Other | $ 34,069,000 | $ 47,134,000 | |
Debt issuance costs | (64,857,000) | (64,857,000) | |
Total | 5,060,241,000 | 5,073,306,000 | |
Less: liabilities subject to compromise | 5,026,806,000 | 0 | |
Less: current maturities of debt | 3,398,000 | 5,042,353,000 | |
Long-term debt | 30,037,000 | 30,953,000 | |
Term loan due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Term loan due 2018 ($1.9 billion face value) | 1,875,429,000 | 1,875,429,000 | |
Debt instrument, face amount | 1,900,000,000 | 1,900,000,000 | |
7.00% Senior Notes Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 1,000,000,000 | 1,000,000,000 | |
Senior notes interest rate (percent) | 7.00% | 7.00% | |
9.875% Senior Notes Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 365,600,000 | 365,600,000 | |
Senior notes interest rate (percent) | 9.875% | 9.875% | |
Debt instrument, face amount | $ 375,000,000 | 375,000,000 | |
8.00% Senior Notes Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 350,000,000 | 350,000,000 | |
Senior notes interest rate (percent) | 8.00% | ||
7.25% Senior Notes Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 500,000,000 | 500,000,000 | |
Senior notes interest rate (percent) | 7.25% | 7.25% | |
7.25% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 1,000,000,000 | $ 1,000,000,000 | |
Senior notes interest rate (percent) | 7.25% | 7.25% |
Debt and Financing Arrangemen59
Debt and Financing Arrangements (Narrative) (Details) | Jan. 21, 2016USD ($) | Jan. 13, 2016USD ($)factor | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jul. 20, 2016USD ($) | Jan. 11, 2016 |
Line of Credit Facility [Line Items] | ||||||||
Securitized accounts receivable | $ 200,000,000 | |||||||
Number of factors required to determine cost of advance backstopping a letter of credit issued under the securitization facility | factor | 2 | |||||||
Program fees | 2.65% | |||||||
DIP, amount arranged | $ 275,000,000 | |||||||
DIP, Carve-out for claims | 75,000,000 | |||||||
DIP, prior to entry of final order | 300,000,000 | |||||||
DIP, following the entry of final order | 500,000,000 | |||||||
DIP, customary prepayments, proceeds from sale or disposition of non-ordinary course asset | 50,000,000 | |||||||
DIP, customary prepayments, proceeds from sale or disposition of non-ordinary course asset, individual sale, maximum | 7,500,000 | |||||||
DIP, customary prepayments, proceeds from any casualty event | $ 50,000,000 | |||||||
Unused commitment fee (percent) | 5.00% | |||||||
Financing fees | $ 17,000,000 | |||||||
Interest expense | $ (46,164,000) | $ (99,759,000) | $ (135,888,000) | $ (298,585,000) | ||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (percent) | 9.00% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Floor [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||
Base Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate (percent) | 8.00% | |||||||
7.00% Senior Notes Due 2019 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.00% | 7.00% | 7.00% | |||||
9.875% Senior Notes Due 2019 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior notes interest rate (percent) | 9.875% | 9.875% | 9.875% | |||||
8.00% Senior Secured Notes due 2019 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior notes interest rate (percent) | 8.00% | 8.00% | 8.00% | |||||
7.25% Senior Notes Due 2020 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.25% | 7.25% | 7.25% | |||||
7.25% Senior Notes Due 2021 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Senior notes interest rate (percent) | 7.25% | 7.25% | 7.25% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Valuation Allowance [Line Items] | ||||
Income tax expense (benefit) from income taxes | $ (3,270) | $ (343,865) | $ (4,626) | $ (351,332) |
Valuation Allowance, Operating Loss Carryforwards [Member] | Domestic Tax Authority [Member] | ||||
Valuation Allowance [Line Items] | ||||
Valuation allowance | 181,900 | 181,900 | ||
Change in amount of valuation allowance | 616,000 | |||
Valuation Allowance, Operating Loss Carryforwards [Member] | State and Local Jurisdiction [Member] | ||||
Valuation Allowance [Line Items] | ||||
Valuation allowance | $ 9,300 | $ 9,300 | ||
Change in amount of valuation allowance | $ 29,400 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of senior notes and other long-term debt, including amounts classified as current | $ 1,500 | $ 1,500 | $ 937.1 |
Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Net unrealized gains (losses) related to level 3 financial instruments | $ (0.5) | $ 0 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary Of Financial Assets And Liabilities Accounted For At Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Investments in marketable securities | $ 113,150 | $ 201,910 |
Derivatives | 6,153 | $ 9,052 |
Total assets | 119,303 | |
Liabilities: | ||
Derivatives | 355 | |
Level 1 [Member] | ||
Assets: | ||
Investments in marketable securities | 1,699 | |
Derivatives | 1,960 | |
Total assets | 3,659 | |
Liabilities: | ||
Derivatives | 224 | |
Level 2 [Member] | ||
Assets: | ||
Investments in marketable securities | 111,451 | |
Derivatives | 220 | |
Total assets | 111,671 | |
Liabilities: | ||
Derivatives | 0 | |
Level 3 [Member] | ||
Assets: | ||
Investments in marketable securities | 0 | |
Derivatives | 3,973 | |
Total assets | 3,973 | |
Liabilities: | ||
Derivatives | $ 131 |
Fair Value Measurements (Summ63
Fair Value Measurements (Summary Of Change In The Fair Values Of Financial Instruments Categorized As Level 3) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 4,771 | $ 2,432 |
Realized and unrealized gains recognized in earnings, net | (1,888) | (1,686) |
Realized and unrealized gains recognized in other comprehensive income, net | 0 | 0 |
Purchases | 1,586 | 5,021 |
Issuances | 0 | (488) |
Settlements | (627) | (1,437) |
Ending balance | $ 3,842 | $ 3,842 |
Employee Benefit Plans (Pension
Employee Benefit Plans (Pension And Other Postretirement Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pension Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 2 | $ 0 | $ 7 |
Interest cost | 2,803 | 3,688 | 9,338 | 10,953 |
Expected return on plan assets | (4,641) | (5,044) | (13,623) | (15,275) |
Curtailments | 0 | 526 | 454 | 526 |
Amortization of other actuarial losses (gains) | 2,292 | 1,395 | 3,973 | 6,638 |
Net benefit cost (credit) | 454 | 567 | 142 | 2,849 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 128 | 216 | 393 | 649 |
Interest cost | 951 | 321 | 3,223 | 964 |
Curtailments | 0 | 0 | (970) | 0 |
Amortization of prior service credits | (2,509) | (2,084) | (7,854) | (6,251) |
Amortization of other actuarial losses (gains) | 283 | (527) | (849) | (1,582) |
Net benefit cost (credit) | $ (1,147) | $ (2,074) | $ (6,057) | $ (6,220) |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amount accrued | $ 2.9 | $ 2.8 |
Segment Information (Schedule O
Segment Information (Schedule Of Operating Segment Results) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 550,305 | $ 688,544 | $ 1,398,709 | $ 2,010,011 |
Adjusted EBITDAR | 81,368 | 134,805 | 62,982 | 261,905 |
Depreciation, depletion and amortization | 69,423 | 103,965 | 191,581 | 306,211 |
Amortization of acquired sales contracts, net | 104 | (1,994) | (728) | (7,028) |
Capital expenditures | 8,296 | 9,889 | 82,434 | 109,250 |
Operating Segments [Member] | PRB [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 295,891 | 390,360 | 726,747 | 1,124,046 |
Adjusted EBITDAR | 73,299 | 86,204 | 96,242 | 214,920 |
Depreciation, depletion and amortization | 37,246 | 47,321 | 100,151 | 134,393 |
Amortization of acquired sales contracts, net | 104 | (1,124) | 134 | (3,170) |
Capital expenditures | 113 | 869 | 612 | 22,263 |
Operating Segments [Member] | APP [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 190,704 | 205,573 | 535,262 | 653,310 |
Adjusted EBITDAR | 11,616 | 41,754 | 13,261 | 92,988 |
Depreciation, depletion and amortization | 20,749 | 44,098 | 62,500 | 135,028 |
Amortization of acquired sales contracts, net | 0 | (870) | (862) | (3,858) |
Capital expenditures | 7,043 | 3,990 | 17,413 | 15,323 |
Operating Segments [Member] | Other Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 63,710 | 92,611 | 136,700 | 232,655 |
Adjusted EBITDAR | 20,963 | 12,927 | 18,230 | 22,074 |
Depreciation, depletion and amortization | 10,635 | 11,193 | 26,678 | 32,082 |
Amortization of acquired sales contracts, net | 0 | 0 | 0 | 0 |
Capital expenditures | 1,000 | 2,889 | 3,910 | 7,199 |
Corporate, Other and Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Adjusted EBITDAR | (24,510) | (6,080) | (64,751) | (68,077) |
Depreciation, depletion and amortization | 793 | 1,353 | 2,252 | 4,708 |
Amortization of acquired sales contracts, net | 0 | 0 | 0 | 0 |
Capital expenditures | $ 140 | $ 2,141 | $ 60,499 | $ 64,465 |
Segment Information (Reconcilia
Segment Information (Reconciliation Statement Of Segment Income from Operations To Consolidated Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||||
Adjusted EBITDAR | $ 81,368 | $ 134,805 | $ 62,982 | $ 261,905 | |
Depreciation, depletion and amortization | (69,423) | (103,965) | (191,581) | (306,211) | |
Amortization of acquired sales contracts, net | (104) | 1,994 | 728 | 7,028 | |
Asset impairment and mine closure costs | (46) | $ (129,300) | (2,120,292) | (129,267) | (2,139,438) |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | (149,314) | 0 | (149,314) | |
Interest expense, net | (45,582) | (99,087) | (133,235) | (294,578) | |
Expenses related to proposed debt restructuring | 0 | (7,482) | (2,213) | (11,498) | |
Reorganization items, net | (20,904) | 0 | (46,050) | 0 | |
Loss before income taxes | $ (54,691) | $ (2,343,341) | $ (438,636) | $ (2,632,106) |
Subsequent Events (New First Li
Subsequent Events (New First Lien Debt Facility) (Details) - USD ($) | Oct. 05, 2016 | Jan. 21, 2016 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate (percent) | 9.00% | |
Base Rate [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate (percent) | 8.00% | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Holders of allowed claims percentage of common stock outstanding upon reorganization | 94.00% | |
Subsequent Event [Member] | New First Lien Debt Facility [Member] | Senior Notes [Member] | ||
Subsequent Event [Line Items] | ||
Amount of debt instrument | $ 326,500,000 | |
Term of instrument | 5 years | |
Maximum amount of Debtors' liquidity | $ 300,000,000 | |
Quarterly amortization payments | $ 816,250 | |
Accrual of PIK interest (percent) | 1.00% | |
Amount of voting equity interests of domestic subsidiaries guaranteed (percent) | 100.00% | |
Amount of voting equity interests of foreign owned subsidiaries guaranteed (percent) | 65.00% | |
Net cash proceeds of from debt issuances and other non-ordinary sales or dispositions (percent) | 100.00% | |
Default to indebtedness | $ 35,000,000 | |
Default to surety, reclamation or similar bond | 50,000,000 | |
Default to uninsured judgment | 35,000,000 | |
Uninsured losses or proceedings against | $ 35,000,000 | |
Subsequent Event [Member] | New First Lien Debt Facility [Member] | Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate (percent) | 9.00% | |
Subsequent Event [Member] | New First Lien Debt Facility [Member] | Senior Notes [Member] | Base Rate [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate (percent) | 8.00% | |
Subsequent Event [Member] | New First Lien Debt Facility [Member] | Senior Notes [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate (percent) | 1.00% |
Subsequent Events (Securitizati
Subsequent Events (Securitization Facility and Warrant Agreement) (Details) - USD ($) | Oct. 05, 2016 | Sep. 30, 2016 | Jan. 13, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Securitized accounts receivable | $ 200,000,000 | |||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Securitized accounts receivable | $ 200,000,000 | |||
Term of securitization agreement | 3 years | |||
Securitization agreement liquidity covenant amount | $ 175,000,000 | |||
Number of consecutive days under liquidity threshold | 60 days | |||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price of warrants (in usd per share) | $ 57 | |||
Percentage of listed common stock | 90.00% | |||
Number of shares of common stock underlying warrant multiplier | $ 0 | |||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate number of securities called by warrants (in shares) | 1,914,856 | |||
Common stock, par value (in usd per share) | $ 0.01 |
Subsequent Events (Termination
Subsequent Events (Termination of Material Definitive Agreements, Sale of Equity Securities and Accounting Impact of Emergence) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 05, 2016 | Sep. 30, 2016 | Jan. 11, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Common stock, shares issued (in shares) | 21,448,000 | 21,446,000 | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
7.00% Senior Notes Due 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior notes interest rate (percent) | 7.00% | 7.00% | ||
7.25% Senior Notes Due 2020 [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior notes interest rate (percent) | 7.25% | 7.25% | ||
7.25% Senior Notes Due 2021 [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior notes interest rate (percent) | 7.25% | 7.25% | ||
9.875% Senior Notes Due 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior notes interest rate (percent) | 9.875% | 9.875% | ||
8.00% Senior Secured Notes due 2019 [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior notes interest rate (percent) | 8.00% | 8.00% | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of voting shares received upon emergence of new entity (percent) | 50.00% | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Reorganization value | $ 650 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Reorganization value | $ 950 | |||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued (in shares) | 24,589,834 | |||
Common stock, par value (in usd per share) | $ 0.01 | |||
Aggregate number of securities called by warrants (in shares) | 1,914,856 | |||
Subsequent Event [Member] | Class B Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued (in shares) | 410,166 | |||
Common stock, par value (in usd per share) | $ 0.01 |
Supplemental Consolidating Fi71
Supplemental Consolidating Financial Information (Schedule Of Condensed Consolidating Statements Of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Revenues | $ 550,305 | $ 688,544 | $ 1,398,709 | $ 2,010,011 | |
Costs, expenses and other | |||||
Cost of sales (exclusive of items shown separately below) | 450,427 | 540,192 | 1,288,785 | 1,668,766 | |
Depreciation, depletion and amortization | 69,423 | 103,965 | 191,581 | 306,211 | |
Amortization of acquired sales contracts, net | 104 | (1,994) | (728) | (7,028) | |
Change in fair value of coal derivatives and coal trading activities, net | 488 | (3,559) | 2,856 | (1,128) | |
Asset impairment and mine closure costs | 46 | $ 129,300 | 2,120,292 | 129,267 | 2,139,438 |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 149,314 | 0 | 149,314 | |
Selling, general and administrative expenses | 20,498 | 25,731 | 59,343 | 72,604 | |
Other operating (income) expense, net | (2,476) | (8,625) | (15,257) | 7,864 | |
Total operating expenses | 538,510 | 2,925,316 | 1,655,847 | 4,336,041 | |
Income from investment in subsidiaries | 0 | 0 | 0 | 0 | |
Income (loss) from operations | 11,795 | (2,236,772) | (257,138) | (2,326,030) | |
Interest expense, net | |||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | (46,164) | (99,759) | (135,888) | (298,585) | |
Interest and investment income | 582 | 672 | 2,653 | 4,007 | |
Interest expense, net | (45,582) | (99,087) | (133,235) | (294,578) | |
Nonoperating expense | |||||
Expenses related to proposed debt restructuring | 0 | (7,482) | (2,213) | (11,498) | |
Reorganization items, net | (20,904) | 0 | (46,050) | 0 | |
Nonoperating income (expense) | (20,904) | (7,482) | (48,263) | (11,498) | |
Loss before income taxes | (54,691) | (2,343,341) | (438,636) | (2,632,106) | |
Benefit from income taxes | (3,270) | (343,865) | (4,626) | (351,332) | |
Net loss | (51,421) | (1,999,476) | (434,010) | (2,280,774) | |
Total comprehensive income (loss) | (49,765) | (2,000,570) | (433,901) | (2,278,048) | |
Contractual interest | 101,520 | 300,852 | |||
Eliminations [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Costs, expenses and other | |||||
Cost of sales (exclusive of items shown separately below) | (604) | (490) | (1,698) | (2,171) | |
Depreciation, depletion and amortization | 0 | 0 | 0 | 0 | |
Amortization of acquired sales contracts, net | 0 | 0 | 0 | 0 | |
Change in fair value of coal derivatives and coal trading activities, net | 0 | 0 | 0 | 0 | |
Asset impairment and mine closure costs | 0 | 0 | 0 | 0 | |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 0 | |||
Selling, general and administrative expenses | (391) | (542) | (1,101) | (1,561) | |
Other operating (income) expense, net | 995 | 1,032 | 2,799 | 3,732 | |
Total operating expenses | 0 | 0 | 0 | 0 | |
Income from investment in subsidiaries | (45,675) | 2,025,900 | 157,279 | 2,035,313 | |
Income (loss) from operations | (45,675) | 2,025,900 | 157,279 | 2,035,313 | |
Interest expense, net | |||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | 30,801 | 28,473 | 90,956 | 82,675 | |
Interest and investment income | (30,801) | (28,473) | (90,956) | (82,675) | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Nonoperating expense | |||||
Expenses related to proposed debt restructuring | 0 | 0 | 0 | 0 | |
Reorganization items, net | 0 | 0 | |||
Nonoperating income (expense) | 0 | 0 | |||
Loss before income taxes | (45,675) | 2,025,900 | 157,279 | 2,035,313 | |
Benefit from income taxes | 0 | 0 | 0 | 0 | |
Net loss | (45,675) | 2,025,900 | 157,279 | 2,035,313 | |
Total comprehensive income (loss) | (47,499) | 2,026,924 | 159,310 | 2,033,259 | |
Parent/Issuer [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Costs, expenses and other | |||||
Cost of sales (exclusive of items shown separately below) | 4,927 | 3,211 | 10,463 | 16,589 | |
Depreciation, depletion and amortization | 695 | 896 | 2,188 | 2,969 | |
Amortization of acquired sales contracts, net | 0 | 0 | 0 | 0 | |
Change in fair value of coal derivatives and coal trading activities, net | 0 | 0 | 0 | 0 | |
Asset impairment and mine closure costs | 0 | 21,292 | 6,330 | 22,517 | |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 149,314 | 149,314 | |||
Selling, general and administrative expenses | 14,241 | 18,059 | 40,738 | 50,664 | |
Other operating (income) expense, net | (1,599) | 3,503 | (6,151) | 7,065 | |
Total operating expenses | 18,264 | 196,275 | 53,568 | 249,118 | |
Income from investment in subsidiaries | 45,675 | (2,025,900) | (157,279) | (2,035,313) | |
Income (loss) from operations | 27,411 | (2,222,175) | (210,847) | (2,284,431) | |
Interest expense, net | |||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | (68,022) | (120,404) | (200,387) | (357,690) | |
Interest and investment income | 6,850 | 6,710 | 20,884 | 21,457 | |
Interest expense, net | (61,172) | (113,694) | (179,503) | (336,233) | |
Nonoperating expense | |||||
Expenses related to proposed debt restructuring | 0 | (7,482) | (2,213) | (11,498) | |
Reorganization items, net | (20,904) | (46,050) | |||
Nonoperating income (expense) | (20,904) | (48,263) | |||
Loss before income taxes | (54,665) | (2,343,351) | (438,613) | (2,632,162) | |
Benefit from income taxes | (3,244) | (343,875) | (4,603) | (351,388) | |
Net loss | (51,421) | (1,999,476) | (434,010) | (2,280,774) | |
Total comprehensive income (loss) | (49,765) | (2,000,570) | (433,901) | (2,278,048) | |
Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenues | 550,305 | 688,544 | 1,398,709 | 2,010,011 | |
Costs, expenses and other | |||||
Cost of sales (exclusive of items shown separately below) | 446,104 | 537,471 | 1,280,020 | 1,654,348 | |
Depreciation, depletion and amortization | 68,728 | 103,069 | 189,393 | 303,240 | |
Amortization of acquired sales contracts, net | 104 | (1,994) | (728) | (7,028) | |
Change in fair value of coal derivatives and coal trading activities, net | 488 | (3,559) | 2,856 | (1,128) | |
Asset impairment and mine closure costs | 46 | 2,099,000 | 122,937 | 2,116,921 | |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 0 | |||
Selling, general and administrative expenses | 5,285 | 6,725 | 15,936 | 19,239 | |
Other operating (income) expense, net | (1,001) | (12,343) | (9,268) | 417 | |
Total operating expenses | 519,754 | 2,728,369 | 1,601,146 | 4,086,009 | |
Income from investment in subsidiaries | 0 | 0 | 0 | 0 | |
Income (loss) from operations | 30,551 | (2,039,825) | (202,437) | (2,075,998) | |
Interest expense, net | |||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | (6,705) | (6,629) | (19,678) | (19,969) | |
Interest and investment income | 23,130 | 20,781 | 68,988 | 60,811 | |
Interest expense, net | 16,425 | 14,152 | 49,310 | 40,842 | |
Nonoperating expense | |||||
Expenses related to proposed debt restructuring | 0 | 0 | 0 | 0 | |
Reorganization items, net | 0 | 0 | |||
Nonoperating income (expense) | 0 | 0 | |||
Loss before income taxes | 46,976 | (2,025,673) | (153,127) | (2,035,156) | |
Benefit from income taxes | 0 | 0 | 0 | 0 | |
Net loss | 46,976 | (2,025,673) | (153,127) | (2,035,156) | |
Total comprehensive income (loss) | 48,800 | (2,026,697) | (155,158) | (2,033,102) | |
Non-Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Costs, expenses and other | |||||
Cost of sales (exclusive of items shown separately below) | 0 | 0 | 0 | 0 | |
Depreciation, depletion and amortization | 0 | 0 | 0 | 2 | |
Amortization of acquired sales contracts, net | 0 | 0 | 0 | 0 | |
Change in fair value of coal derivatives and coal trading activities, net | 0 | 0 | 0 | 0 | |
Asset impairment and mine closure costs | 0 | 0 | 0 | 0 | |
Losses from disposed operations resulting from Patriot Coal bankruptcy | 0 | 0 | |||
Selling, general and administrative expenses | 1,363 | 1,489 | 3,770 | 4,262 | |
Other operating (income) expense, net | (871) | (817) | (2,637) | (3,350) | |
Total operating expenses | 492 | 672 | 1,133 | 914 | |
Income from investment in subsidiaries | 0 | 0 | 0 | 0 | |
Income (loss) from operations | (492) | (672) | (1,133) | (914) | |
Interest expense, net | |||||
Interest expense (contractual interest of $101,520 and $300,852 for the three and nine months ended September 30, 2016) | (2,238) | (1,199) | (6,779) | (3,601) | |
Interest and investment income | 1,403 | 1,654 | 3,737 | 4,414 | |
Interest expense, net | (835) | 455 | (3,042) | 813 | |
Nonoperating expense | |||||
Expenses related to proposed debt restructuring | 0 | 0 | 0 | 0 | |
Reorganization items, net | 0 | 0 | |||
Nonoperating income (expense) | 0 | 0 | |||
Loss before income taxes | (1,327) | (217) | (4,175) | (101) | |
Benefit from income taxes | (26) | 10 | (23) | 56 | |
Net loss | (1,301) | (227) | (4,152) | (157) | |
Total comprehensive income (loss) | $ (1,301) | $ (227) | $ (4,152) | $ (157) |
Supplemental Consolidating Fi72
Supplemental Consolidating Financial Information (Schedule Of Condensed Consolidating Balance Sheets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 400,205 | $ 450,781 | $ 494,788 | $ 734,231 |
Short term investments | 111,451 | 200,192 | ||
Restricted cash | 81,563 | 97,542 | ||
Receivables | 182,749 | 135,767 | ||
Inventories | 159,410 | 196,720 | ||
Other | 43,945 | 57,923 | ||
Total current assets | 979,323 | 1,138,925 | ||
Property, plant and equipment, net | 3,434,941 | 3,619,029 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Note receivable from Arch Western | 0 | 0 | ||
Other | 243,798 | 283,927 | ||
Total other assets | 243,798 | 283,927 | ||
Total assets | 4,658,062 | 5,041,881 | ||
Liabilities and Stockholders’ Deficit | ||||
Accounts payable | 89,966 | 128,131 | ||
Accrued expenses and other current liabilities | 223,780 | 329,450 | ||
Current maturities of debt | 3,398 | 5,042,353 | ||
Total current liabilities | 317,144 | 5,499,934 | ||
Long-term debt | 30,037 | 30,953 | ||
Intercompany payables | 0 | 0 | ||
Note payable to Arch Coal | 0 | 0 | ||
Asset retirement obligations | 394,699 | 396,659 | ||
Accrued pension benefits | 23,716 | 27,373 | ||
Accrued postretirement benefits other than pension | 87,123 | 99,810 | ||
Accrued workers’ compensation | 119,828 | 112,270 | ||
Other noncurrent liabilities | 65,824 | 119,171 | ||
Total liabilities not subject to compromise | 1,038,371 | 6,286,170 | ||
Liabilities subject to compromise | 5,295,785 | 0 | ||
Total liabilities | 6,334,156 | 6,286,170 | ||
Stockholders’ equity (deficit) | (1,676,094) | (1,244,289) | ||
Total liabilities and stockholders’ deficit | 4,658,062 | 5,041,881 | ||
Eliminations [Member] | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Short term investments | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Receivables | (4,985) | (4,430) | ||
Inventories | 0 | 0 | ||
Other | 0 | 0 | ||
Total current assets | (4,985) | (4,430) | ||
Property, plant and equipment, net | 436 | 413 | ||
Investment in subsidiaries | (5,958,449) | (4,887,905) | ||
Intercompany receivables | (3,713,223) | (2,253,312) | ||
Note receivable from Arch Western | (675,000) | (675,000) | ||
Other | 0 | 0 | ||
Total other assets | (10,346,672) | (7,816,217) | ||
Total assets | (10,351,221) | (7,820,234) | ||
Liabilities and Stockholders’ Deficit | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses and other current liabilities | (4,982) | (4,430) | ||
Current maturities of debt | 0 | 0 | ||
Total current liabilities | (4,982) | (4,430) | ||
Long-term debt | 0 | 0 | ||
Intercompany payables | (3,713,223) | (2,253,313) | ||
Note payable to Arch Coal | (675,000) | (675,000) | ||
Asset retirement obligations | 0 | 0 | ||
Accrued pension benefits | 0 | 0 | ||
Accrued postretirement benefits other than pension | 0 | 0 | ||
Accrued workers’ compensation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Total liabilities not subject to compromise | (4,393,205) | |||
Total liabilities | (4,393,205) | (2,932,743) | ||
Stockholders’ equity (deficit) | (5,958,016) | (4,887,491) | ||
Total liabilities and stockholders’ deficit | (10,351,221) | (7,820,234) | ||
Parent/Issuer [Member] | ||||
Assets | ||||
Cash and cash equivalents | 388,338 | 337,646 | 362,643 | 572,185 |
Short term investments | 111,451 | 200,192 | ||
Restricted cash | 0 | 0 | ||
Receivables | 15,750 | 12,463 | ||
Inventories | 0 | 0 | ||
Other | 21,333 | 18,160 | ||
Total current assets | 536,872 | 568,461 | ||
Property, plant and equipment, net | 5,644 | 7,747 | ||
Investment in subsidiaries | 5,958,449 | 4,887,905 | ||
Intercompany receivables | 0 | 0 | ||
Note receivable from Arch Western | 675,000 | 675,000 | ||
Other | 39,988 | 39,302 | ||
Total other assets | 6,673,437 | 5,602,207 | ||
Total assets | 7,215,953 | 6,178,415 | ||
Liabilities and Stockholders’ Deficit | ||||
Accounts payable | 37,516 | 8,495 | ||
Accrued expenses and other current liabilities | 69,723 | 162,268 | ||
Current maturities of debt | 1,002 | 5,031,603 | ||
Total current liabilities | 108,241 | 5,202,366 | ||
Long-term debt | 0 | 0 | ||
Intercompany payables | 3,474,361 | 2,043,308 | ||
Note payable to Arch Coal | 0 | 0 | ||
Asset retirement obligations | 1,062 | 1,005 | ||
Accrued pension benefits | 4,034 | 12,390 | ||
Accrued postretirement benefits other than pension | 71,722 | 79,826 | ||
Accrued workers’ compensation | 17,620 | 24,247 | ||
Other noncurrent liabilities | 26,718 | 59,976 | ||
Total liabilities not subject to compromise | 3,703,758 | |||
Liabilities subject to compromise | 5,188,722 | |||
Total liabilities | 8,892,480 | 7,423,118 | ||
Stockholders’ equity (deficit) | (1,676,527) | (1,244,703) | ||
Total liabilities and stockholders’ deficit | 7,215,953 | 6,178,415 | ||
Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 420 | 100,428 | 120,484 | 150,358 |
Short term investments | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Receivables | 6,830 | 3,153 | ||
Inventories | 159,410 | 196,720 | ||
Other | 20,007 | 38,794 | ||
Total current assets | 186,667 | 339,095 | ||
Property, plant and equipment, net | 3,428,861 | 3,610,869 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 3,713,223 | 2,253,312 | ||
Note receivable from Arch Western | 0 | 0 | ||
Other | 203,265 | 243,806 | ||
Total other assets | 3,916,488 | 2,497,118 | ||
Total assets | 7,532,016 | 6,447,082 | ||
Liabilities and Stockholders’ Deficit | ||||
Accounts payable | 52,410 | 119,633 | ||
Accrued expenses and other current liabilities | 157,989 | 170,575 | ||
Current maturities of debt | 2,396 | 10,750 | ||
Total current liabilities | 212,795 | 300,958 | ||
Long-term debt | 30,037 | 30,953 | ||
Intercompany payables | 0 | 0 | ||
Note payable to Arch Coal | 675,000 | 675,000 | ||
Asset retirement obligations | 393,637 | 395,654 | ||
Accrued pension benefits | 19,682 | 14,983 | ||
Accrued postretirement benefits other than pension | 15,401 | 19,984 | ||
Accrued workers’ compensation | 102,208 | 88,023 | ||
Other noncurrent liabilities | 38,824 | 58,847 | ||
Total liabilities not subject to compromise | 1,487,584 | |||
Liabilities subject to compromise | 107,063 | |||
Total liabilities | 1,594,647 | 1,584,402 | ||
Stockholders’ equity (deficit) | 5,937,369 | 4,862,680 | ||
Total liabilities and stockholders’ deficit | 7,532,016 | 6,447,082 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Cash and cash equivalents | 11,447 | 12,707 | $ 11,661 | $ 11,688 |
Short term investments | 0 | 0 | ||
Restricted cash | 81,563 | 97,542 | ||
Receivables | 165,154 | 124,581 | ||
Inventories | 0 | 0 | ||
Other | 2,605 | 969 | ||
Total current assets | 260,769 | 235,799 | ||
Property, plant and equipment, net | 0 | |||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Note receivable from Arch Western | 0 | 0 | ||
Other | 545 | 819 | ||
Total other assets | 545 | 819 | ||
Total assets | 261,314 | 236,618 | ||
Liabilities and Stockholders’ Deficit | ||||
Accounts payable | 40 | 3 | ||
Accrued expenses and other current liabilities | 1,050 | 1,037 | ||
Current maturities of debt | 0 | 0 | ||
Total current liabilities | 1,090 | 1,040 | ||
Long-term debt | 0 | 0 | ||
Intercompany payables | 238,862 | 210,005 | ||
Note payable to Arch Coal | 0 | 0 | ||
Asset retirement obligations | 0 | 0 | ||
Accrued pension benefits | 0 | 0 | ||
Accrued postretirement benefits other than pension | 0 | 0 | ||
Accrued workers’ compensation | 0 | 0 | ||
Other noncurrent liabilities | 282 | 348 | ||
Total liabilities not subject to compromise | 240,234 | |||
Total liabilities | 240,234 | 211,393 | ||
Stockholders’ equity (deficit) | 21,080 | 25,225 | ||
Total liabilities and stockholders’ deficit | $ 261,314 | $ 236,618 |
Supplemental Consolidating Fi73
Supplemental Consolidating Financial Information (Schedule Of Condensed Consolidating Statements Of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Cash provided by (used in) operating activities | $ (31,234) | $ (79,682) | ||
Investing Activities | ||||
Capital expenditures | $ (8,296) | $ (9,889) | (82,434) | (109,250) |
Additions to prepaid royalties | (305) | (5,808) | ||
Proceeds from (consideration paid for) disposals and divestitures | (2,921) | 1,020 | ||
Purchases of marketable securities | (98,750) | (203,094) | ||
Proceeds from sale or maturity of marketable securities and other investments | 187,006 | 248,362 | ||
Investments in and advances to affiliates | (3,440) | (7,944) | ||
Change in restricted cash | 15,979 | (44,732) | ||
Cash provided by (used in) investing activities | 15,135 | (121,446) | ||
Financing Activities | ||||
Payments on term loan | 0 | (14,625) | ||
Net payments on other debt | (12,083) | (12,192) | ||
Expenses related to proposed debt restructuring | (2,213) | (11,498) | ||
Debt financing costs | (20,181) | 0 | ||
Transactions with affiliates, net | 0 | 0 | ||
Cash used in financing activities | (34,477) | (38,315) | ||
Decrease in cash and cash equivalents | (50,576) | (239,443) | ||
Cash and cash equivalents, beginning of period | 450,781 | 734,231 | ||
Cash and cash equivalents, end of period | 400,205 | 494,788 | 400,205 | 494,788 |
Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash provided by (used in) operating activities | 0 | 0 | ||
Investing Activities | ||||
Capital expenditures | 0 | 0 | ||
Additions to prepaid royalties | 0 | 0 | ||
Proceeds from (consideration paid for) disposals and divestitures | 0 | 0 | ||
Purchases of marketable securities | 0 | 0 | ||
Proceeds from sale or maturity of marketable securities and other investments | 0 | 0 | ||
Investments in and advances to affiliates | 0 | 0 | ||
Change in restricted cash | 0 | 0 | ||
Cash provided by (used in) investing activities | 0 | 0 | ||
Financing Activities | ||||
Payments on term loan | 0 | |||
Net payments on other debt | 0 | 0 | ||
Expenses related to proposed debt restructuring | 0 | 0 | ||
Debt financing costs | 0 | |||
Transactions with affiliates, net | 0 | 0 | ||
Cash used in financing activities | 0 | 0 | ||
Decrease in cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents, beginning of period | 0 | 0 | ||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 |
Parent/Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash provided by (used in) operating activities | (186,456) | (353,386) | ||
Investing Activities | ||||
Capital expenditures | (166) | (956) | ||
Additions to prepaid royalties | 0 | 0 | ||
Proceeds from (consideration paid for) disposals and divestitures | 0 | 0 | ||
Purchases of marketable securities | (98,750) | (203,094) | ||
Proceeds from sale or maturity of marketable securities and other investments | 187,006 | 248,362 | ||
Investments in and advances to affiliates | (788) | |||
Change in restricted cash | 0 | 0 | ||
Cash provided by (used in) investing activities | 88,090 | 43,524 | ||
Financing Activities | ||||
Payments on term loan | (14,625) | |||
Net payments on other debt | (4,430) | (5,814) | ||
Expenses related to proposed debt restructuring | (2,213) | (11,498) | ||
Debt financing costs | (17,000) | |||
Transactions with affiliates, net | 172,701 | 132,257 | ||
Cash used in financing activities | 149,058 | 100,320 | ||
Decrease in cash and cash equivalents | 50,692 | (209,542) | ||
Cash and cash equivalents, beginning of period | 337,646 | 572,185 | ||
Cash and cash equivalents, end of period | 388,338 | 362,643 | 388,338 | 362,643 |
Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash provided by (used in) operating activities | 198,137 | 279,503 | ||
Investing Activities | ||||
Capital expenditures | (82,268) | (108,294) | ||
Additions to prepaid royalties | (305) | (5,808) | ||
Proceeds from (consideration paid for) disposals and divestitures | (2,921) | 1,020 | ||
Purchases of marketable securities | 0 | 0 | ||
Proceeds from sale or maturity of marketable securities and other investments | 0 | 0 | ||
Investments in and advances to affiliates | (3,440) | (7,156) | ||
Change in restricted cash | 0 | 0 | ||
Cash provided by (used in) investing activities | (88,934) | (120,238) | ||
Financing Activities | ||||
Payments on term loan | 0 | |||
Net payments on other debt | (7,653) | (6,378) | ||
Expenses related to proposed debt restructuring | 0 | 0 | ||
Debt financing costs | 0 | |||
Transactions with affiliates, net | (201,558) | (182,761) | ||
Cash used in financing activities | (209,211) | (189,139) | ||
Decrease in cash and cash equivalents | (100,008) | (29,874) | ||
Cash and cash equivalents, beginning of period | 100,428 | 150,358 | ||
Cash and cash equivalents, end of period | 420 | 120,484 | 420 | 120,484 |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash provided by (used in) operating activities | (42,915) | (5,799) | ||
Investing Activities | ||||
Capital expenditures | 0 | 0 | ||
Additions to prepaid royalties | 0 | 0 | ||
Proceeds from (consideration paid for) disposals and divestitures | 0 | 0 | ||
Purchases of marketable securities | 0 | 0 | ||
Proceeds from sale or maturity of marketable securities and other investments | 0 | 0 | ||
Investments in and advances to affiliates | 0 | 0 | ||
Change in restricted cash | 15,979 | (44,732) | ||
Cash provided by (used in) investing activities | 15,979 | (44,732) | ||
Financing Activities | ||||
Payments on term loan | 0 | |||
Net payments on other debt | 0 | 0 | ||
Expenses related to proposed debt restructuring | 0 | 0 | ||
Debt financing costs | (3,181) | |||
Transactions with affiliates, net | 28,857 | 50,504 | ||
Cash used in financing activities | 25,676 | 50,504 | ||
Decrease in cash and cash equivalents | (1,260) | (27) | ||
Cash and cash equivalents, beginning of period | 12,707 | 11,688 | ||
Cash and cash equivalents, end of period | $ 11,447 | $ 11,661 | $ 11,447 | $ 11,661 |