UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529
Federal Tax I.D.: 13-4004153
Reporting Period: September 2016
CORPORATE MONTHLY OPERATING REPORT
|
| | | |
| REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
| Debtor Entities and Notes to MOR | | x | |
| Schedule of Cash Receipts and Disbursements | MOR-1 | x | |
| Bank Account Information | MOR-1a | x | |
| Copies of bank reconciliations | | | |
| Copies of bank statements | | | |
| Statement of Operations | MOR-2 | x | |
| Balance Sheet | MOR-3 | x | |
| Statement of Cash Flows | MOR-3a | x | |
| Status of Postpetition Taxes | MOR-4 | | x |
| Copies of IRS Form 6123 or payment receipt | | | |
| Copies of tax returns filed during reporting period | | | |
| Status of Insurance Coverage and Premium Payments | MOR-4 | | x |
| Summary of Unpaid Postpetition Debts | MOR-5 | | x |
| Accounts Receivable Reconciliation and Aging | MOR-5 | | x |
| Taxes Reconciliation and Aging | MOR-5 | | x |
| Schedule of Payments to Professionals | MOR-6 | x | |
| First and Second Lien Debt; Adequate Protection Payments | MOR-6 | x | |
| Debtor Questionnaire | MOR-7 | x | |
| Report of Other Significant Events | MOR-7 | x | |
I declare under the penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
|
| | |
| /s/ Amy B. Schwetz | | October 20, 2016 |
| Signature of Authorized Individual* | | Date |
| Amy B. Schwetz | | |
| Printed Name of Authorized Individual | | |
| Executive Vice President and Chief Financial Officer | | |
| Title | | |
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Listing of Debtor Entities
GENERAL:
The report includes activity from the following Debtors and related Case Numbers:
|
| | | |
| Debtor | Case No. | Debtor | Case No. |
| Peabody Energy Corporation | 16-42529 | Peabody Powder River Services, LLC | 16-42613 |
| Peabody Investments Corp. | 16-42549 | Peabody Wyoming Services, LLC | 16-42653 |
| Peabody International Services, Inc. | 16-42541 | Big Sky Coal Company | 16-42530 |
| Peabody International Investments, Inc. | 16-42536 | Peabody Powder River Mining, LLC | 16-42666 |
| Peabody Holding Company, LLC | 16-42592 | Peabody Caballo Mining, LLC | 16-42533 |
| Peabody Operations Holding, LLC | 16-42678 | Peabody Colorado Operations, LLC | 16-42563 |
| Gold Fields Mining, LLC | 16-42561 | Seneca Coal Company, LLC | 16-42652 |
| Arid Operations, Inc. | 16-42562 | Twentymile Coal, LLC | 16-42669 |
| Gold Fields Chile, LLC | 16-42548 | Colorado Yampa Coal Company, LLC. | 16-42560 |
| Gold Fields Ortiz, LLC | 16-42578 | Moffat County Mining, LLC | 16-42636 |
| Peabody Venezuela Coal Corp. | 16-42651 | Shoshone Coal Corporation | 16-42668 |
| Midco Supply and Equipment Corporation | 16-42585 | Hayden Gulch Terminal, LLC | 16-42583 |
| Peabody Terminal Holding Company, LLC | 16-42650 | Peabody Sage Creek Mining, LLC | 16-42625 |
| Peabody Terminals, LLC | 16-42614 | Peabody Rocky Mountain Services, LLC | 16-42616 |
| Peabody Midwest Operations, LLC | 16-42660 | Peabody Rocky Mountain Management Services, LLC | 16-42603 |
| Dyson Creek Mining Company, LLC | 16-42621 | Peabody Colorado Services, LLC | 16-42531 |
| Peabody Midwest Mining, LLC | 16-42667 | Peabody Twentymile Mining, LLC | 16-42627 |
| Peabody Arclar Mining, LLC | 16-42545 | New Mexico Coal Resources, LLC | 16-42647 |
| Falcon Coal Company, LLC | 16-42547 | Peabody Natural Resources Company | 16-42634 |
| Sugar Camp Properties, LLC | 16-42649 | Gallo Finance Company, LLC. | 16-42586 |
| United Minerals Company LLC | 16-42663 | Peabody America, LLC | 16-42609 |
| Big Ridge, Inc. | 16-42553 | El Segundo Coal Company, LLC | 16-42691 |
| Peabody Bear Run Mining, LLC | 16-42565 | Peabody New Mexico Services, LLC | 16-42646 |
| Peabody Wild Boar Mining, LLC | 16-42672 | Peabody Western Coal Company | 16-42644 |
| Peabody Bear Run Services, LLC | 16-42574 | Peabody Coalsales, LLC | 16-42539 |
| Peabody Gateway Services, LLC | 16-42581 | COALSALES II, LLC | 16-42570 |
| Peabody Illinois Services, LLC | 16-42610 | Peabody COALTRADE, LLC | 16-42575 |
| Peabody Indiana Services, LLC | 16-42619 | Peabody COALTRADE International (CTI), LLC | 16-42590 |
| Peabody Wild Boar Services, LLC | 16-42677 | Peabody Energy Solutions, Inc. | 16-42632 |
| Peabody Midwest Management Services, LLC | 16-42593 | American Land Development, LLC | 16-42535 |
| Peabody Midwest Services, LLC | 16-42608 | Dyson Creek Coal Company, LLC | 16-42612 |
| Midwest Coal Acquistion Corporation | 16-42576 | Juniper Coal Company, LLC. | 16-42577 |
| Peabody Coulterville Mining, LLC | 16-42550 | Independence Material Handling, LLC | 16-42606 |
| Peabody Gateway North Mining, LLC | 16-42624 | Cottonwood Land Company | 16-42572 |
| Riverview Terminal Company | 16-42664 | Cyprus Creek Land Company | 16-42534 |
| Black Hills Mining Company LLC | 16-42544 | American Land Holdings of Illinois, LLC | 16-42600 |
| Point Pleasant Dock Company LLC | 16-42655 | Midwest Coal Reserves of Illinois, LLC | 16-42597 |
| Peabody Powder River Operations, LLC | 16-42676 | Illinois Land Holdings, LLC | 16-42599 |
| West Roundup Resources, LLC | 16-42671 | Century Mineral Resources, Inc. | 16-42567 |
| BTU Western Resources, Inc. | 16-42554 | American Land Holdings of Indiana, LLC | 16-42546 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | |
| Debtor | Case No. | Debtor | Case No. |
| Midwest Coal Reserves of Indiana, LLC | 16-42611 | Sage Creek Land & Reserves, LLC | 16-42635 |
| American Land Holdings of Kentucky, LLC | 16-42589 | Twentymile Holdings, LLC | 16-42654 |
| Caseyville Dock Company, LLC | 16-42537 | American Land Holdings Of New Mexico, LLC | 16-42579 |
| Peabody Recreational Lands, L.L.C. | 16-42605 | Four Star Holdings, LLC | 16-42556 |
| Hillside Recreational Lands, LLC | 16-42594 | Francisco Equipment Company, LLC | 16-42568 |
| Peabody-Waterside Development LLC | 16-42662 | Francisco Land Holdings Company, LLC | 16-42580 |
| Cyprus Creek Land Resources LLC | 16-42602 | Francisco Mining, LLC | 16-42591 |
| Peabody Development Company, LLC | 16-42558 | Kentucky Syngas, LLC | 16-42618 |
| Central States Coal Reserves Of Illinois, LLC | 16-42688 | Lively Grove Energy, LLC | 16-42595 |
| Central States Coal Reserves of Indiana, LLC | 16-42551 | Marigold Electricity, LLC | 16-42628 |
| Peabody Natural Gas, LLC | 16-42626 | NM Equipment Company, LLC | 16-42582 |
| American Land Holdings of West Virginia, LLC | 16-42571 | Peabody Archveyor, LLC | 16-42623 |
| Conservancy Resources, LLC | 16-42564 | Peabody Energy Investments, Inc. | 16-42642 |
| School Creek Coal Resources, LLC | 16-42643 | Peabody Magnolia Grove Holdings, LLC | 16-42587 |
| American Land Holdings of Colorado, LLC | 16-42540 | Peabody Southwest, LLC | 16-42631 |
| Sage Creek Holdings, LLC | 16-42670 | Peabody Southwestern Coal Company, LLC. | 16-42641 |
| Peabody Electricity, LLC | 16-42532 | Peabody Williams Fork Mining, LLC | 16-42630 |
| Star Lake Energy Company, L.L.C. | 16-42639 | Porcupine Production, LLC | 16-42648 |
| Peabody Energy Generation Holding Company | 16-42656 | Porcupine Transportation, LLC | 16-42665 |
| Thoroughbred Generating Company, L.L.C. | 16-42679 | Seneca Property, LLC | 16-42659 |
| Thoroughbred Mining Company LLC | 16-42680 | Southwest Coal Holdings, LLC | 16-42674 |
| Mustang Energy Company. LLC | 16-42657 | Twentymile Equipment Company, LLC | 16-42675 |
| Peabody Wyoming Gas, LLC | 16-42640 | Wild Boar Equipment Company, LLC | 16-42658 |
| Peabody Venture Fund, LLC | 16-42637 | Wild Boar Land Holdings Company, LLC | 16-42661 |
| Peabody PowerTree Investments LLC | 16-42596 | James River Coal Terminal, LLC | 16-42569 |
| Highwall Mining Services Company | 16-42588 | Peabody Employment Services, LLC | 16-42538 |
| HMC Mining, LLC | 16-42566 | Kentucky United Coal LLC | 16-42573 |
| PEC Equipment Company, LLC | 16-42673 | Coal Reserve Holding Limited Liability Company No. 1 | 16-42543 |
| Peabody Services Holdings, LLC | 16-42645 | Peabody Asset Holdings, LLC | 16-42555 |
| Caballo Grande, LLC | 16-42559 | Peabody IC Funding Corp. | 16-42615 |
| Peabody Cardinal Gasification, LLC | 16-42542 | Peabody IC Holdings, LLC | 16-42601 |
| Empire Land Holdings, LLC | 16-42692 | Peabody Holdings (Gibraltar) Ltd. | 16-42604 |
| Peabody Trout Creek Reservoir LLC | 16-42622 | Midwest Coal Reserves of Kentucky, LLC | 16-42620 |
| Pond River Land Company | 16-42629 | Peabody China, LLC | 16-42552 |
| Pacific Export Resources, LLC | 16-42598 | Peabody Mongolia, LLC | 16-42617 |
| Kayenta Mobile Home Park, Inc. | 16-42607 | PG INVESTMENTS SIX, L.L.C. | 16-42638 |
| Peabody School Creek Mining, LLC | 16-42633 | | |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 3
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
NOTES TO THE MONTHLY OPERATING REPORT
General Notes to the MOR:
On April 13, 2016 (the "Petition Date"), Peabody Energy Corporation ("Peabody") and certain of its subsidiaries and affiliates (collectively with Peabody, the "Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") 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 "Bankruptcy Court"). The Debtors continue to operate their businesses and manage their properties as "debtors-in-possession" pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On April 29, 2016 the United States Trustee for the Eastern District of Missouri (the "U.S. Trustee") appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Information contained herein may differ from the Debtors' Bankruptcy Court filings on the Petition Date due to more accurate information becoming available.
This Monthly Operating Report (the "MOR") includes information regarding the Debtors only and excludes or segregates information regarding non-Debtor affiliates. The financial statements and supplemental information contained herein are preliminary, unaudited, limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements for chapter 11 debtors as required by the Bankruptcy Court. As discussed below, the financial statements and supplemental information contained herein may not comply with generally accepted accounting principles in the United States of America ("GAAP") in all material respects. Therefore, there can be no assurance that the financial statements and supplemental information presented herein are complete, and readers are strongly cautioned not to place undue reliance on this MOR.
The unaudited condensed consolidated financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments but does not include all the adjustments that would typically be made for financial statements in accordance with U.S. GAAP. Furthermore, the information contained herein has not been subject to the same level of accounting review and testing that would typically be applied to financial information in accordance with GAAP. Accordingly, upon application of such procedures, the Debtors believe that the financial information could be subject to changes, and these changes could be material.
The Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors' books and records may not be included in this MOR. Nevertheless, in preparing this MOR, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein, to the extent necessary.
The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.
| |
| 5. | Accounts Payable and Accrued Expenses. |
To the best of the Debtors' knowledge, unaudited postpetition trade payables are current as well as all premiums for insurance policies (see MOR-4).
| |
| 6. | Carrying Value of Assets. |
Unless otherwise indicated, the values for assets contained in this MOR are book values as of the end of the month for the reporting period. Amounts ultimately realized from the disposition of the Debtors' assets may vary materially from the stated book value of the Debtors' assets. Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors' books and records as of the end of the month and are not based upon any estimate of their current market value. The Debtors reserve their rights to amend or adjust the value of each asset set forth herein.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 4
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
NOTES TO THE MONTHLY OPERATING REPORT
| |
| 7. | Intercompany Receivables/Payables. |
In accordance with the Final Order Pursuant to Sections 345, 363(c)(1), 364, 503(b)(1) and 553 of the Bankruptcy Code: (i) Approving the Continued Use of the Debtors' Cash Management System, Bank Accounts and Business Forms; (ii) Granting a Waiver of the Requirements of Section 345(b) and Certain of the U.S. Trustee's Operating Guidelines; (iii) Permitting Continued Intercompany Transactions; (iv) Preserving and Permitting the Exercise of Intercompany Setoff Rights; and (v) Authorizing Banks to Honor Certain Transfers and Charge Certain Fees and Other Amounts [ECF No. 515], entered by the Bankruptcy Court on May 17, 2016, the Debtors maintain intercompany receivables and payables with certain Debtor and non-Debtor subsidiaries.
| |
| 8. | Prepetition Liabilities. |
As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 reorganization plan unless authorized by court order. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.
| |
| 9. | Postpetition Liabilities. |
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court has authorized the Debtors to pay certain prepetition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors' business and assets. To the extent such claims have been categorized as "Postpetition Liabilities" herein, the Debtors reserve the right to dispute their obligations to make such payments and not pay such amounts if they believe the payment not to be in the best interest of the Debtors' estates. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business.
| |
| 10. | Allocation of Prepetition and Postpetition Liabilities. |
The Debtors have sought to record liabilities between the prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Debtors may adjust liabilities between the prepetition and postpetition periods. The liability information, except as otherwise noted, is listed as of the close of business as of September 30, 2016. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.
| |
| 11. | Reservation of Rights. |
Given the complexity of the Debtors' business, inadvertent errors or omissions or the overinclusion of contracts or leases may have occurred in the preparation of this MOR. Accordingly, the Debtors hereby reserve all rights to dispute the validity, status, enforceability or the executory nature of any claim amounts, representations or other statements in this MOR and reserve the right to amend or supplement this MOR, if necessary.
Nothing contained in this MOR shall constitute a waiver of the Debtors' rights or an admission with respect to the Chapter 11 Cases, including with respect to any issues regarding the Debtors' ownership interests, substantive consolidation, equitable subordination, defenses and/or causes of action arising under chapter 5 of the Bankruptcy Code and any other applicable non-bankruptcy law.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 5
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1
SCHEDULE OF CASH RECEIPTS & DISBURSEMENTS
Period Covered: September 1 through September 30, 2016
(Dollars in millions)
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42529 | Peabody Energy Corporation | $ | 272.5 |
| $ | 28.5 |
|
| 16-42549 | Peabody Investments Corp. | 3.4 |
| 47.5 |
|
| 16-42541 | Peabody International Services, Inc. | — |
| 0.1 |
|
| 16-42536 | Peabody International Investments, Inc. | — |
| — |
|
| 16-42592 | Peabody Holding Company, LLC | — |
| 1.4 |
|
| 16-42678 | Peabody Operations Holding, LLC | — |
| — |
|
| 16-42561 | Gold Fields Mining, LLC | — |
| 0.4 |
|
| 16-42562 | Arid Operations, Inc. | — |
| — |
|
| 16-42548 | Gold Fields Chile, LLC | — |
| — |
|
| 16-42578 | Gold Fields Ortiz, LLC | — |
| — |
|
| 16-42651 | Peabody Venezuela Coal Corp. | — |
| — |
|
| 16-42585 | Midco Supply and Equipment Corporation | — |
| — |
|
| 16-42650 | Peabody Terminal Holding Company, LLC | — |
| — |
|
| 16-42614 | Peabody Terminals, LLC | — |
| 0.1 |
|
| 16-42660 | Peabody Midwest Operations, LLC | — |
| — |
|
| 16-42621 | Dyson Creek Mining Company, LLC | — |
| — |
|
| 16-42667 | Peabody Midwest Mining, LLC | — |
| 7.6 |
|
| 16-42545 | Peabody Arclar Mining, LLC | — |
| 3.3 |
|
| 16-42547 | Falcon Coal Company, LLC | — |
| — |
|
| 16-42649 | Sugar Camp Properties, LLC | — |
| — |
|
| 16-42663 | United Minerals Company LLC | — |
| — |
|
| 16-42553 | Big Ridge, Inc. | — |
| — |
|
| 16-42565 | Peabody Bear Run Mining, LLC | — |
| 12.1 |
|
| 16-42672 | Peabody Wild Boar Mining, LLC | — |
| 2.7 |
|
| 16-42574 | Peabody Bear Run Services, LLC | — |
| 3.6 |
|
| 16-42581 | Peabody Gateway Services, LLC | — |
| 1.0 |
|
| 16-42610 | Peabody Illinois Services, LLC | — |
| 1.6 |
|
| 16-42619 | Peabody Indiana Services, LLC | — |
| 3.6 |
|
| 16-42677 | Peabody Wild Boar Services, LLC | — |
| 1.2 |
|
| 16-42593 | Peabody Midwest Management Services, LLC | — |
| 1.8 |
|
| 16-42608 | Peabody Midwest Services, LLC | — |
| — |
|
| 16-42576 | Midwest Coal Acquistion Corporation | — |
| — |
|
| 16-42550 | Peabody Coulterville Mining, LLC | — |
| — |
|
| 16-42624 | Peabody Gateway North Mining, LLC | — |
| 1.2 |
|
| 16-42664 | Riverview Terminal Company | — |
| — |
|
| 16-42544 | Black Hills Mining Company LLC | — |
| — |
|
| 16-42655 | Point Pleasant Dock Company LLC | — |
| — |
|
| 16-42676 | Peabody Powder River Operations, LLC | — |
| — |
|
| 16-42671 | West Roundup Resources, LLC | — |
| — |
|
| 16-42554 | BTU Western Resources, Inc. (1) | — |
| 166.4 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 6
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42613 | Peabody Powder River Services, LLC | — |
| 12.1 |
|
| 16-42653 | Peabody Wyoming Services, LLC | — |
| — |
|
| 16-42530 | Big Sky Coal Company | — |
| — |
|
| 16-42666 | Peabody Powder River Mining, LLC | — |
| 42.6 |
|
| 16-42533 | Peabody Caballo Mining, LLC | — |
| 8.1 |
|
| 16-42563 | Peabody Colorado Operations, LLC | — |
| — |
|
| 16-42652 | Seneca Coal Company, LLC | — |
| 0.1 |
|
| 16-42669 | Twentymile Coal, LLC | — |
| 2.8 |
|
| 16-42560 | Colorado Yampa Coal Company, LLC. | — |
| — |
|
| 16-42636 | Moffat County Mining, LLC | — |
| — |
|
| 16-42668 | Shoshone Coal Corporation | — |
| — |
|
| 16-42583 | Hayden Gulch Terminal, LLC | — |
| — |
|
| 16-42625 | Peabody Sage Creek Mining, LLC | — |
| 0.2 |
|
| 16-42616 | Peabody Rocky Mountain Services, LLC | — |
| 2.6 |
|
| 16-42603 | Peabody Rocky Mountain Management Services, LLC | — |
| 0.8 |
|
| 16-42531 | Peabody Colorado Services, LLC | — |
| — |
|
| 16-42627 | Peabody Twentymile Mining, LLC | — |
| 8.8 |
|
| 16-42647 | New Mexico Coal Resources, LLC | — |
| — |
|
| 16-42634 | Peabody Natural Resources Company | — |
| 0.4 |
|
| 16-42586 | Gallo Finance Company, LLC. | — |
| — |
|
| 16-42609 | Peabody America, LLC | — |
| — |
|
| 16-42691 | El Segundo Coal Company, LLC | — |
| 4.6 |
|
| 16-42646 | Peabody New Mexico Services, LLC | — |
| 1.7 |
|
| 16-42644 | Peabody Western Coal Company | — |
| 12.3 |
|
| 16-42539 | Peabody Coalsales, LLC | — |
| 1.0 |
|
| 16-42570 | COALSALES II, LLC | — |
| — |
|
| 16-42575 | Peabody COALTRADE, LLC | — |
| 2.4 |
|
| 16-42590 | Peabody COALTRADE International (CTI), LLC | — |
| — |
|
| 16-42632 | Peabody Energy Solutions, Inc. | — |
| — |
|
| 16-42535 | American Land Development, LLC | — |
| — |
|
| 16-42612 | Dyson Creek Coal Company, LLC | — |
| — |
|
| 16-42577 | Juniper Coal Company, LLC. | — |
| — |
|
| 16-42606 | Independence Material Handling, LLC | — |
| — |
|
| 16-42572 | Cottonwood Land Company | — |
| — |
|
| 16-42534 | Cyprus Creek Land Company | — |
| — |
|
| 16-42600 | American Land Holdings of Illinois, LLC | — |
| — |
|
| 16-42597 | Midwest Coal Reserves of Illinois, LLC | — |
| — |
|
| 16-42599 | Illinois Land Holdings, LLC | — |
| — |
|
| 16-42567 | Century Mineral Resources, Inc. | — |
| — |
|
| 16-42546 | American Land Holdings of Indiana, LLC | — |
| 1.3 |
|
| 16-42611 | Midwest Coal Reserves of Indiana, LLC | — |
| 0.1 |
|
| 16-42589 | American Land Holdings of Kentucky, LLC | — |
| — |
|
| 16-42537 | Caseyville Dock Company, LLC | — |
| — |
|
| 16-42605 | Peabody Recreational Lands, L.L.C. | — |
| — |
|
| 16-42594 | Hillside Recreational Lands, LLC | — |
| — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 7
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42662 | Peabody-Waterside Development LLC | — |
| — |
|
| 16-42602 | Cyprus Creek Land Resources LLC | — |
| — |
|
| 16-42558 | Peabody Development Company, LLC | — |
| — |
|
| 16-42688 | Central States Coal Reserves Of Illinois, LLC | — |
| 0.1 |
|
| 16-42551 | Central States Coal Reserves of Indiana, LLC | — |
| — |
|
| 16-42626 | Peabody Natural Gas, LLC | — |
| — |
|
| 16-42571 | American Land Holdings of West Virginia, LLC | — |
| — |
|
| 16-42564 | Conservancy Resources, LLC | — |
| 0.1 |
|
| 16-42643 | School Creek Coal Resources, LLC | — |
| 4.7 |
|
| 16-42540 | American Land Holdings of Colorado, LLC | — |
| — |
|
| 16-42670 | Sage Creek Holdings, LLC | — |
| — |
|
| 16-42532 | Peabody Electricity, LLC | — |
| — |
|
| 16-42639 | Star Lake Energy Company, L.L.C. | — |
| — |
|
| 16-42656 | Peabody Energy Generation Holding Company | — |
| — |
|
| 16-42679 | Thoroughbred Generating Company, L.L.C. | — |
| — |
|
| 16-42680 | Thoroughbred Mining Company LLC | — |
| — |
|
| 16-42657 | Mustang Energy Company. LLC | — |
| — |
|
| 16-42640 | Peabody Wyoming Gas, LLC | — |
| — |
|
| 16-42637 | Peabody Venture Fund, LLC | — |
| — |
|
| 16-42596 | Peabody PowerTree Investments LLC | — |
| — |
|
| 16-42588 | Highwall Mining Services Company | — |
| — |
|
| 16-42566 | HMC Mining, LLC | — |
| — |
|
| 16-42673 | PEC Equipment Company, LLC | — |
| 6.2 |
|
| 16-42645 | Peabody Services Holdings, LLC | — |
| — |
|
| 16-42559 | Caballo Grande, LLC | — |
| — |
|
| 16-42542 | Peabody Cardinal Gasification, LLC | — |
| — |
|
| 16-42692 | Empire Land Holdings, LLC | — |
| — |
|
| 16-42622 | Peabody Trout Creek Reservoir LLC | — |
| — |
|
| 16-42629 | Pond River Land Company | — |
| — |
|
| 16-42598 | Pacific Export Resources, LLC | — |
| — |
|
| 16-42607 | Kayenta Mobile Home Park, Inc. | — |
| — |
|
| 16-42633 | Peabody School Creek Mining, LLC | — |
| — |
|
| 16-42635 | Sage Creek Land & Reserves, LLC | — |
| — |
|
| 16-42654 | Twentymile Holdings, LLC | — |
| — |
|
| 16-42579 | American Land Holdings Of New Mexico, LLC | — |
| — |
|
| 16-42556 | Four Star Holdings, LLC | — |
| — |
|
| 16-42568 | Francisco Equipment Company, LLC | — |
| — |
|
| 16-42580 | Francisco Land Holdings Company, LLC | — |
| — |
|
| 16-42591 | Francisco Mining, LLC | — |
| — |
|
| 16-42618 | Kentucky Syngas, LLC | — |
| — |
|
| 16-42595 | Lively Grove Energy, LLC | — |
| — |
|
| 16-42628 | Marigold Electricity, LLC | — |
| — |
|
| 16-42582 | NM Equipment Company, LLC | — |
| — |
|
| 16-42623 | Peabody Archveyor, LLC | — |
| — |
|
| 16-42642 | Peabody Energy Investments, Inc. | — |
| — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 8
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42587 | Peabody Magnolia Grove Holdings, LLC | — |
| — |
|
| 16-42631 | Peabody Southwest, LLC | — |
| — |
|
| 16-42641 | Peabody Southwestern Coal Company, LLC. | — |
| — |
|
| 16-42630 | Peabody Williams Fork Mining, LLC | — |
| — |
|
| 16-42648 | Porcupine Production, LLC | — |
| — |
|
| 16-42665 | Porcupine Transportation, LLC | — |
| — |
|
| 16-42659 | Seneca Property, LLC | — |
| — |
|
| 16-42674 | Southwest Coal Holdings, LLC | — |
| — |
|
| 16-42675 | Twentymile Equipment Company, LLC | — |
| — |
|
| 16-42658 | Wild Boar Equipment Company, LLC | — |
| — |
|
| 16-42661 | Wild Boar Land Holdings Company, LLC | — |
| — |
|
| 16-42569 | James River Coal Terminal, LLC | — |
| — |
|
| 16-42538 | Peabody Employment Services, LLC | — |
| — |
|
| 16-42573 | Kentucky United Coal LLC | — |
| — |
|
| 16-42543 | Coal Reserve Holding Limited Liability Company No. 1 | — |
| — |
|
| 16-42555 | Peabody Asset Holdings, LLC | 0.1 |
| — |
|
| 16-42615 | Peabody IC Funding Corp. | — |
| — |
|
| 16-42601 | Peabody IC Holdings, LLC | — |
| — |
|
| 16-42604 | Peabody Holdings (Gibraltar) Ltd. | — |
| — |
|
| 16-42620 | Midwest Coal Reserves of Kentucky, LLC | — |
| — |
|
| 16-42552 | Peabody China, LLC | — |
| — |
|
| 16-42617 | Peabody Mongolia, LLC | — |
| — |
|
| 16-42638 | PG INVESTMENTS SIX, L.L.C. | — |
| — |
|
| Total | | $ | 276.0 |
| $ | 397.1 |
|
(1) Cash disbursements from BTU Western Resources, Inc. relate primarily to the Debtors' obligations under Federal coal lease agreements in the Powder River Basin.
Notes to MOR-1:
The Debtors utilize a consolidated cash management system for cash receipts and cash disbursements. Cash receipts from the sale of coal are recorded by non-Debtor P&L Receivables Company, LLC. Cash receipts reflected above for Debtor Peabody Energy Corporation include distributions from P&L Receivables Company, LLC which are generated from the sale of receivables to a consortium of unaffiliated asset-backed commercial paper conduits and banks. Cash disbursements are also made utilizing the consolidated cash management system but are shown by Debtor based upon the entity for whom the payment was made.
Disbursements made by non-Debtor subsidiaries are not included in MOR-1.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 9
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1a
BANK ACCOUNT INFORMATION
As of September 30, 2016
(Dollars in millions)
|
| | | | | | |
| Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance |
| COALSALES II, LLC | 16-42570 | Bank of America | 7828 | $ | — |
|
| Gold Fields Mining, LLC | 16-42561 | Bank of America | 7750 | — |
|
| Gold Fields Mining, LLC | 16-42561 | PNC Bank | 1447 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 3000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 8000 | — |
|
| Peabody Asset Holdings, LLC | 16-42555 | Bank of America | 3574 | 9.0 |
|
| Peabody Coalsales, LLC | 16-42539 | Bank of America | 7831 | — |
|
| Peabody COALTRADE International (CTI), LLC | 16-42590 | PNC Bank | 0195 | — |
|
| Peabody COALTRADE, LLC | 16-42575 | Bank of America | 7844 | — |
|
| Peabody Coulterville Mining, LLC | 16-42550 | Coulterville Banking Center | 3141 | — |
|
| Peabody Development Company, LLC | 16-42558 | PNC Bank | 1295 | — |
|
| Peabody Energy Corporation | 16-42529 | Bank of America | 7721 | 45.6 |
|
| Peabody Energy Corporation | 16-42529 | BBVA Compass Bancshares | 6185 | 20.1 |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 5856 | — |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 5857 | — |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 7362 | — |
|
| Peabody Energy Corporation | 16-42529 | Goldman Sachs | 1467 | — |
|
| Peabody Energy Corporation | 16-42529 | HSBC US | 7995 | — |
|
| Peabody Energy Corporation | 16-42529 | PNC Bank | 5539 | 55.9 |
|
| Peabody Energy Corporation | 16-42529 | Regions Bank | 0061 | 25.6 |
|
| Peabody Energy Corporation | 16-42529 | Regions Bank | 0188 | 322.0 |
|
| Peabody Energy Corporation | 16-42529 | Standard Chartered Bank | 8001 | — |
|
| Peabody Energy Corporation | 16-42529 | TD Bank | 4661 | — |
|
| Peabody Energy Corporation | 16-42529 | Texas Capital Bank | 2186 | — |
|
| Peabody Energy Corporation | 16-42529 | U.S. Bank | 0672 | 0.2 |
|
| Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 3458 | — |
|
| Peabody Energy Corporation | 16-42529 | Wells Fargo Bank (1) | 6745 | — |
|
| Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 2953 | 218.1 |
|
| Peabody Holdings (Gibraltar) Ltd. | 16-42604 | Bank of America | 8465 | 2.5 |
|
| Peabody International Services, Inc. | 16-42541 | Bank of America | 2615 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 0622 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 5431 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 7734 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 7747 | — |
|
| Peabody Investments Corp. | 16-42549 | Commerce Bank | 4951 | — |
|
| Peabody Investments Corp. | 16-42549 | PNC Bank | 1375 | — |
|
| Peabody Investments Corp. | 16-42549 | Regions Bank | 0088 | — |
|
| Peabody Investments Corp. | 16-42549 | UMB Bank (2) | 2684 | — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 10
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | |
| Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance |
| Peabody Investments Corp. | 16-42549 | U.S. Bank | 4740 | 1.0 |
|
| Peabody Investments Corp. | 16-42549 | U.S. Bank | 7836 | 1.1 |
|
| Peabody Midwest Mining, LLC | 16-42667 | Bank of America | 7815 | — |
|
| Peabody Natural Gas, LLC | 16-42626 | Bank of America | 4219 | — |
|
| Peabody Natural Gas, LLC | 16-42626 | PNC Bank | 9694 | — |
|
| Peabody Natural Resources Company | 16-42634 | PNC Bank | 1439 | — |
|
| Peabody Powder River Mining, LLC | 16-42666 | Bank of America | 7873 | — |
|
| Peabody Recreational Lands, L.L.C. | 16-42605 | U.S. Bank | 1279 | — |
|
| Peabody Rocky Mountain Management Services, LLC | 16-42603 | UMB Bank | 0270 | — |
|
| Peabody Rocky Mountain Services, LLC | 16-42616 | UMB Bank | 0262 | — |
|
| Peabody Western Coal Company | 16-42644 | Bank of America | 7860 | — |
|
| Peabody Western Coal Company | 16-42644 | Bank of America | 0635 | — |
|
| Peabody Western Coal Company | 16-42644 | U.S. Bank | 2082 | 1.0 |
|
| Peabody Western Coal Company | 16-42644 | Wells Fargo Bank | 3356 | — |
|
| Twentymile Coal, LLC | 16-42669 | Wells Fargo Bank | 3692 | — |
|
| Total | | | | $ | 702.1 |
|
(1) The Debtors recently discovered that due to an administrative error, the account was inadvertently included in prior Monthly Operating Reports. The account number had changed pre-petition to an account that has been properly included in all prior Monthly Operating Reports. This account will be removed from future reporting periods.
(2) Account closed during the current reporting period.
Notes to MOR-1a:
The Debtors affirm that reconciliations for all open and active bank accounts are prepared and maintained by the Debtors. Bank account statements and reconciliations are not attached to this monthly operating report, but will be made available upon request of the U.S. Trustee. In addition, the Debtors affirm that no bank accounts were opened or closed during the current reporting period with the exception of those denoted in the footnotes to the table above.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 11
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
|
| | | | | | | | | | | | | | | |
| | For the Month Ended September 30, 2016 |
| | Debtors | | Non-Debtors | | Eliminations | | Consolidated |
| Revenues | | | | | | | |
| Sales | $ | 254.7 |
| | $ | 140.8 |
| | $ | — |
| | $ | 395.5 |
|
| Other revenues | 0.5 |
| | 48.2 |
| | (0.5 | ) | | 48.2 |
|
| Total revenues | 255.2 |
| | 189.0 |
|
| (0.5 | ) | | 443.7 |
|
| Costs and expenses | | | | | | | |
| Operating costs and expenses (exclusive of items shown separately below) | 209.4 |
| | 181.9 |
| | (0.5 | ) | | 390.8 |
|
| Depreciation, depletion and amortization | 19.8 |
| | 19.4 |
| | — |
| | 39.2 |
|
| Asset retirement obligation expenses | 2.3 |
| | 1.9 |
| | — |
| | 4.2 |
|
| Selling and administrative expenses | 9.8 |
| | 2.1 |
| | — |
| | 11.9 |
|
| Other operating (income) loss: | | | | | | | |
| Net (gain) loss on disposal of assets | (0.2 | ) | | 0.1 |
| | — |
| | (0.1 | ) |
Loss from equity affiliates and investment in subsidiaries (1) | 22.6 |
| | 0.4 |
| | (22.4 | ) | | 0.6 |
|
| Operating loss | (8.5 | ) | | (16.8 | ) | | 22.4 |
| | (2.9 | ) |
| Interest expense | 18.8 |
| | 2.8 |
| | (1.4 | ) | | 20.2 |
|
| Interest income | (0.4 | ) | | (1.4 | ) | | 1.4 |
| | (0.4 | ) |
| Reorganization items, net | 15.1 |
| | 0.3 |
| | — |
| | 15.4 |
|
| Loss from continuing operations before income taxes | (42.0 | ) | | (18.5 | ) | | 22.4 |
| | (38.1 | ) |
| Income tax (benefit) provision | (11.7 | ) | | 2.2 |
| | — |
| | (9.5 | ) |
| Loss from continuing operations, net of income taxes | (30.3 | ) | | (20.7 | ) | | 22.4 |
| | (28.6 | ) |
| Loss from discontinued operations, net of income taxes | (35.7 | ) | | (0.5 | ) | | — |
| | (36.2 | ) |
| Net loss | (66.0 | ) | | (21.2 | ) | | 22.4 |
| | (64.8 | ) |
| Less: Net income attributable to noncontrolling interests | — |
| | 1.2 |
| | — |
| | 1.2 |
|
| Net loss attributable to common stockholders | $ | (66.0 | ) | | $ | (22.4 | ) | | $ | 22.4 |
| | $ | (66.0 | ) |
(1) Loss from equity affiliates and investments in subsidiaries in the Debtors' results includes Non-Debtors' losses of $22.4 million.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 12
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
Notes to MOR-2:
The Company's reorganization items for the month ended September 30, 2016 consisted of the following:
|
| | | | | | | | | | | |
| | Debtors | | Non-Debtors | | Consolidated |
| Professional fees | $ | 15.4 |
| | $ | 0.3 |
| | $ | 15.7 |
|
| Accounts payable settlement (gains) losses | (0.1 | ) | | — |
| | (0.1 | ) |
| Adjustment for rejected executory contracts | — |
| | — |
| | — |
|
| Interest income | (0.2 | ) | | — |
| | (0.2 | ) |
| Reorganization items, net | $ | 15.1 |
| | $ | 0.3 |
| | $ | 15.4 |
|
Professional fees are only those that are directly related to the reorganization and include, among other things, fees associated with advisors to the Debtors, the statutory committee of unsecured creditors and certain secured and unsecured creditors.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 13
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
|
| | | | | | | | | | | | | | | |
| | As of September 30, 2016 |
| | Debtors | | Non-Debtors | |
Eliminations | | Consolidated |
| Assets | |
| | |
| | |
| | |
|
| Current assets | |
| | |
| | |
| | |
| Cash and cash equivalents | $ | 702.1 |
| | $ | 465.7 |
| | $ | — |
| | $ | 1,167.8 |
|
| Restricted cash | 1.4 |
| | 22.8 |
| | — |
| | 24.2 |
|
| Accounts receivable, net | 22.5 |
| | 329.4 |
| | — |
| | 351.9 |
|
| Receivables from affiliates, net | 387.4 |
| | — |
| | (387.4 | ) | | — |
|
| Inventories | 118.4 |
| | 141.2 |
| | — |
| | 259.6 |
|
| Assets from coal trading activities, net | 0.1 |
| | 19.8 |
| | — |
| | 19.9 |
|
| Deferred income taxes | 53.4 |
| | 0.1 |
| | — |
| | 53.5 |
|
| Other current assets | 130.1 |
| | 238.8 |
| | — |
| | 368.9 |
|
| Total current assets | 1,415.4 |
| | 1,217.8 |
| | (387.4 | ) | | 2,245.8 |
|
| Property, plant, equipment and mine development, net | 4,906.1 |
| | 4,309.4 |
| | — |
| | 9,215.5 |
|
| Deferred income taxes | — |
| | 2.3 |
| | — |
| | 2.3 |
|
| Investments and other assets | 4,307.9 |
| | 471.0 |
| | (4,007.3 | ) | | 771.6 |
|
| Notes receivable from affiliates, net | 877.0 |
| | — |
| | (877.0 | ) | | — |
|
| Total assets | $ | 11,506.4 |
| | $ | 6,000.5 |
| | $ | (5,271.7 | ) | | $ | 12,235.2 |
|
| Liabilities and Stockholders’ Equity | |
| | |
| | |
| | |
|
| Current liabilities | |
| | |
| | |
| | |
|
| Current portion of long-term debt | $ | 491.0 |
| | $ | 2.1 |
| | $ | — |
| | $ | 493.1 |
|
| Payables to affiliates, net | — |
| | 387.4 |
| | (387.4 | ) | | — |
|
| Liabilities from coal trading activities, net | 0.1 |
| | 19.4 |
| | — |
| | 19.5 |
|
| Accounts payable and accrued expenses | 463.0 |
| | 372.9 |
| | — |
| | 835.9 |
|
| Total current liabilities | 954.1 |
| | 781.8 |
| | (387.4 | ) | | 1,348.5 |
|
| Deferred income taxes | 102.7 |
| | 4.9 |
| | — |
| | 107.6 |
|
| Notes payable to affiliates, net | — |
| | 877.0 |
| | (877.0 | ) | | — |
|
| Other noncurrent liabilities | 1,597.3 |
| | 326.3 |
| | — |
| | 1,923.6 |
|
| Total liabilities not subject to compromise | 2,654.1 |
| | 1,990.0 |
| | (1,264.4 | ) | | 3,379.7 |
|
| Liabilities subject to compromise | 8,331.6 |
| | — |
| | — |
| | 8,331.6 |
|
| Total liabilities | 10,985.7 |
| | 1,990.0 |
| | (1,264.4 | ) | | 11,711.3 |
|
| Peabody Energy Corporation stockholders’ equity | 520.7 |
| | 4,007.3 |
| | (4,007.3 | ) | | 520.7 |
|
| Noncontrolling interests | — |
| | 3.2 |
| | — |
| | 3.2 |
|
| Total stockholders’ equity | 520.7 |
| | 4,010.5 |
| | (4,007.3 | ) | | 523.9 |
|
| Total liabilities and stockholders’ equity | $ | 11,506.4 |
| | $ | 6,000.5 |
| | $ | (5,271.7 | ) | | $ | 12,235.2 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 14
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
Notes to MOR-3:
See below for a breakdown of liabilities subject to compromise:
|
| | | |
| | As of September 30, 2016 |
| Debt | $ | 7,920.4 |
|
| Interest payable | 172.6 |
|
| Trade payables | 77.3 |
|
Postretirement benefit obligations (1) | 34.0 |
|
| Property taxes | 7.1 |
|
| Other accrued liabilities | 120.2 |
|
| Liabilities subject to compromise | $ | 8,331.6 |
|
(1) Balance includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 15
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3a
UNUAUDITED STATEMENT OF CASH FLOWS
(Dollars in millions)
|
| | | | | | | | | | | | | | | |
| | For the Month Ended September 30, 2016 |
| | Debtors | | Non-Debtors | | Eliminations | | Consolidated |
| Cash Flows From Operating Activities | | | | | | | |
| Net loss | $ | (66.0 | ) | | $ | (21.2 | ) | | $ | 22.4 |
| | $ | (64.8 | ) |
| Loss from discontinued operations, net of income taxes | 35.7 |
| | 0.5 |
| | — |
| | 36.2 |
|
| Loss from continuing operations, net of income taxes | (30.3 | ) | | (20.7 | ) | | 22.4 |
| | (28.6 | ) |
| Adjustments to reconcile loss from continuing operations, net of income taxes to net cash provided by (used in) operating activities: | | | | | | | |
| Depreciation, depletion and amortization | 19.8 |
| | 19.4 |
| | — |
| | 39.2 |
|
| Noncash interest expense | 4.3 |
| | 0.3 |
| | — |
| | 4.6 |
|
| Deferred income taxes | 15.9 |
| | 0.2 |
| | — |
| | 16.1 |
|
| Noncash share-based compensation | 1.0 |
| | — |
| | — |
| | 1.0 |
|
| Net (gain) loss on disposal of assets | (0.2 | ) | | 0.1 |
| | — |
| | (0.1 | ) |
| Loss from equity affiliates and investment in subsidiaries | 22.6 |
| | 0.4 |
| | (22.4 | ) | | 0.6 |
|
| Reclassification from other comprehensive income for terminated hedge contracts | 14.0 |
| | — |
| | — |
| | 14.0 |
|
| Noncash reorganization items, net | (2.6 | ) | | (2.3 | ) | | — |
| | (4.9 | ) |
| Changes in current assets and liabilities: | | | | | | | |
| Accounts receivable | 23.2 |
| | (52.4 | ) | | — |
| | (29.2 | ) |
| Intercompany activity related to ARS program, net | (10.3 | ) | | 10.3 |
| | — |
| | — |
|
| Inventories | 11.0 |
| | 37.5 |
| | — |
| | 48.5 |
|
| Net assets from coal trading activities | 0.1 |
| | 0.4 |
| | — |
| | 0.5 |
|
| Other current assets | 10.2 |
| | 2.5 |
| | — |
| | 12.7 |
|
| Accounts payable and accrued expenses | (28.2 | ) | | 22.7 |
| | — |
| | (5.5 | ) |
| Restricted cash | (4.1 | ) | | (21.1 | ) | | — |
| | (25.2 | ) |
| Asset retirement obligations | 0.3 |
| | 0.8 |
| | — |
| | 1.1 |
|
| Accrued postretirement benefit costs | (0.3 | ) | | — |
| | — |
| | (0.3 | ) |
| Accrued pension costs | 1.5 |
| | — |
| | — |
| | 1.5 |
|
| Other, net | (1.9 | ) | | (1.1 | ) | | — |
| | (3.0 | ) |
| Net cash provided by (used in) continuing operations | 46.0 |
| | (3.0 | ) | | — |
| | 43.0 |
|
| Net cash used in discontinued operations | (1.0 | ) | | (11.2 | ) | | — |
| | (12.2 | ) |
| Net cash provided by (used in) operating activities | 45.0 |
| | (14.2 | ) | | — |
| | 30.8 |
|
| Cash Flows From Investing Activities | | | | | | | |
| Additions to property, plant, equipment and mine development | (4.8 | ) | | (1.1 | ) | | — |
| | (5.9 | ) |
| Changes in accrued expenses related to capital expenditures | 0.3 |
| | 0.1 |
| | — |
| | 0.4 |
|
| Federal coal lease expenditures | (158.7 | ) | | — |
| | — |
| | (158.7 | ) |
| Proceeds from disposal of assets, net of notes receivable | 0.2 |
| | — |
| | — |
| | 0.2 |
|
| Contributions to joint ventures | — |
| | (25.7 | ) | | — |
| | (25.7 | ) |
| Distributions from joint ventures | — |
| | 19.1 |
| | — |
| | 19.1 |
|
| Advances to related parties | — |
| | (10.7 | ) | | — |
| | (10.7 | ) |
| Repayments of loans from related parties | — |
| | 7.6 |
| | — |
| | 7.6 |
|
| Other, net | (0.4 | ) | | (0.3 | ) | | — |
| | (0.7 | ) |
| Net cash used in investing activities | (163.4 | ) | | (11.0 | ) | | — |
| | (174.4 | ) |
| Cash Flows From Financing Activities | | | | | | | |
| Repayments of long-term debt | (0.4 | ) | | (0.4 | ) | | — |
| | (0.8 | ) |
| Distributions to noncontrolling interests | — |
| | (1.4 | ) | | — |
| | (1.4 | ) |
| Transactions with affiliates, net | (2.3 | ) | | 2.3 |
| | — |
| | — |
|
| Net cash (used in) provided by financing activities | (2.7 | ) | | 0.5 |
| | — |
| | (2.2 | ) |
| Net change in cash and cash equivalents | (121.1 | ) | | (24.7 | ) | | — |
| | (145.8 | ) |
| Cash and cash equivalents at beginning of period | 823.2 |
| | 490.4 |
| | — |
| | 1,313.6 |
|
| Cash and cash equivalents at end of period | $ | 702.1 |
| | $ | 465.7 |
| | $ | — |
| | $ | 1,167.8 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 16
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Notes to MOR-3a:
The beginning and ending cash balances do not include restricted cash.
In accordance with Peabody's securitization facility, most receivables generated from the Debtors' coal sales are sold to P&L Receivables Company, LLC, a non-Debtor entity. The cash collected relating to these receivables is paid to a lockbox held by P&L Receivables Company, LLC, and receipts in excess of amounts required to back outstanding letters of credit under the securitization facility are subsequently transferred to Peabody Energy Corporation in order to fund current operating expenses.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 17
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-4
STATUS OF POSTPETITION TAXES
To the best of the Debtors' knowledge, as of the date hereof, (i) all taxes incurred postpetition by the Debtors (the "Postpetition Taxes") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Postpetition Taxes. For the purpose of this attestation, "Postpetition Taxes" is meant to encompass severance taxes, coal excise taxes, sales and use taxes, employment and wage-related taxes, franchise taxes and fees, property taxes, foreign taxes, income taxes, and other taxes incurred postpetition by the Debtors.
Due to the level of detailed records copies of IRS form 6123 or payment receipts and copies of tax returns filed during the reporting period will be made available upon request.
STATUS OF INSURANCE COVERAGE AND PREMIUM PAYMENTS
To the best of the Debtors' knowledge, as of the date hereof, (i) all premiums for insurance programs maintained by the Debtors (the "Insurance Premiums") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Insurance Premiums.
MOR-5
SUMMARY OF UNPAID POSTPETITION DEBTS; ACCOUNTS RECEIVABLE RECONCILIATION AND AGING; TAXES RECONCILIATION AND AGING
Notes to MOR-5:
The Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available upon request: (i) summary of unpaid postpetition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging.
Due to the level of detailed records, a taxes aging schedule will be made available upon request.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 18
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-6
PAYMENTS TO RETAINED PROFESSIONALS
(Dollars in millions)
|
| | | | | | | |
| Professional | Role | Amount Paid During the Month Ended September 30, 2016 | Cumulative Paid from April 13, 2016 through September 30, 2016 |
| Debtors' Retained Professionals | | | |
| Jones Day | Legal counsel | $ | 1.1 |
| $ | 4.7 |
|
| Armstrong Teasdale LLP | Legal counsel | 0.1 |
| 0.3 |
|
| FTI Consulting, Inc. | Financial advisor | 0.7 |
| 3.3 |
|
| Kurtzman Carson Consultants, LLC | Claims, balloting and noticing agent | 0.6 |
| 1.7 |
|
| Lazard Freres & Co., LLC | Investment banker | 0.2 |
| 0.6 |
|
| Quinn Emanuel Urquhart & Sullivan | Legal counsel | 2.0 |
| 2.0 |
|
| Ernst & Young LLP | Auditor and tax advisor | — |
| — |
|
| KPMG LLP | Tax advisor | 0.2 |
| 0.2 |
|
| | | | |
| Official Committee of Unsecured Creditors' Retained Professionals | | |
| Morrison & Foerster LLP | Legal counsel | 0.4 |
| 2.1 |
|
| Curtis Mallet-Prevost, Colt & Mosle, LLP | Legal counsel | 0.6 |
| 0.6 |
|
| Spencer Fane LLP | Legal counsel | — |
| — |
|
| Berkeley Research Group, LLC | Financial advisor | — |
| 0.5 |
|
| Jefferies LLC | Investment banker | — |
| — |
|
| Blackacre LLC | Independent expert | — |
| 0.1 |
|
| Total Payments to Retained Professionals | $ | 5.9 |
| $ | 16.1 |
|
Notes to MOR-6:
Payments to ordinary course professionals and reimbursement of professionals engaged by the debtor-in-possession financing lenders and first lien lenders are not included in MOR-6.
MOR-6
FIRST AND SECOND LIEN DEBT
As of September 30, 2016
(Dollars in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Principal | | Beginning Balance | | Principal Advances, Net of Original Issue Discounts | | Debt Issuance Costs | | Repayments | | Amortization of Debt Issuance Costs and Original Issue Discounts | | Ending Balance |
| DIP Term Loan | | $ | 466.0 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 4.5 |
| | $ | 470.5 |
|
Revolver (1) | | 1,349.8 |
| | 38.6 |
| | — |
| | — |
| | — |
| | 1,388.4 |
|
| Term Loan B Facility | | 1,154.5 |
| | — |
| | — |
| | — |
| | — |
| | 1,154.5 |
|
| 10% Senior Notes | | 962.3 |
| | — |
| | — |
| | — |
| | — |
| | 962.3 |
|
Terminated derivative contracts (2) | | 257.3 |
| | — |
| | — |
| | — |
| | — |
| | 257.3 |
|
| Total | | $ | 4,189.9 |
| | $ | 38.6 |
| | $ | — |
| | $ | — |
| | $ | 4.5 |
| | $ | 4,233.0 |
|
(1) Principal advances under the Debtors' revolver include previously issued letters of credit drawn in support of other obligations.
(2) As a result of the Debtors' bankruptcy filings, counterparties to certain derivative contracts terminated the agreements shortly thereafter in accordance with contractual terms and the Debtors recorded liabilities equivalent to the termination value of each contract. Such liabilities are considered first lien debt.
ADEQUATE PROTECTION PAYMENTS
For the Month Ended September 30, 2016
(Dollars in millions)
|
| | | | | | | | | | | | | | | | |
| Accrued Interest/Fees | | Beginning Balance | | Interest and Fees Incurred | | Repayments | | Ending Balance |
| DIP Term Loan | | $ | 2.6 |
| | $ | 4.2 |
| | $ | (2.7 | ) | | $ | 4.1 |
|
| Revolver | | 3.3 |
| | 3.4 |
| | (3.3 | ) | | 3.4 |
|
| Term Loan B Facility | | 8.6 |
| | 4.1 |
| | (12.7 | ) | | — |
|
| Terminated derivative contracts | | — |
| | 0.7 |
| | (0.7 | ) | | — |
|
| Letters of credit and surety | | 2.5 |
| | 1.9 |
| | (3.9 | ) | | 0.5 |
|
| Total | | $ | 17.0 |
| | $ | 14.3 |
| | $ | (23.3 | ) | | $ | 8.0 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 19
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
DEBTOR QUESTIONNAIRE
|
| | | | |
| Must be completed each month. If the answer to any of the questions is "Yes", provide a detailed explanation of each item. Attach additional sheets if necessary. | Yes | No | Explanation |
| 1. | Have any assets been sold or transferred outside the normal course of business this reporting period? | | X | |
| 2. | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | | X | |
| 3. | Is the Debtor delinquent in the timely filing of any postpetition tax returns? | | X | |
| 4. | Are workers compensation, general liability or other necessary insurance coverages expired or canceled, or has the Debtor received notice of expiration or cancellation of such policies? | X | | The Debtors received a notice of nonrenewal from ACE American Insurance Group; however this matter was resolved as described in MOR-7. |
| 5. | Is the Debtor delinquent in paying any insurance premium payments? | | X | See MOR-4 |
| 6. | Have any payments been made on prepetition liabilities this reporting period? | X | | The Debtors have made payments on prepetition liabilities as allowed by orders entered by the Bankruptcy Court. |
| 7. | Are any postpetition receivables (accounts, notes or loans) due from related parties? | X | | Intercompany receivables per Note 7 to MOR |
| 8. | Are any postpetition payroll taxes past due? | | X | See MOR-4 |
| 9. | Are any postpetition State or Federal income taxes past due? | | X | See MOR-4 |
| 10. | Are any postpetition real estate taxes past due? | | X | See MOR-4 |
| 11. | Are any other postpetition taxes past due? | | X | See MOR-4 |
| 12. | Have any prepetition taxes been paid during this reporting period? | X | | The Debtors have made payments on prepetition taxes as allowed by orders entered by the Bankruptcy Court.
|
| 13. | Are any amounts owed to postpetition creditors delinquent? | | X | |
| 14. | Are any wage payments past due? | | X | |
| 15. | Have any post petition loans been received by the Debtor from any party? | X | | DIP Term Loan per MOR-6 |
| 16. | Is the Debtor delinquent in paying any U.S. Trustee fees? | | X | |
| 17. | Is the Debtor delinquent with Court ordered payments to attorneys or other professionals? | | X | |
| 18. | Have the owners or shareholders received any compensation outside of the normal course of business? | | X | |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 20
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
REPORT OF OTHER SIGNIFICANT EVENTS
On September 1, 2016, (i) the Debtors filed a motion to establish claims objection procedures (the "Claims Objection Procedures Motion") and (ii) the Bankruptcy Court entered (a) a stipulation and consent order by and between the Debtors and certain environmental groups concerning pending litigation brought by the environmental groups and (b) an order confirming the Debtors' authority to share confidential agreements with their restructuring advisors. On September 8, 2016, the Debtors filed an objection to a claim asserted by the United Mine Workers of America 1974 Pension Plan and Trust (the "UMWA Plan").
On September 12, 2016, in the adversary proceeding brought by the Debtors against Citibank, N.A. ("Citibank") (in its capacity as Administrative Agent under the Debtors' prepetition secured credit agreement) regarding the extent of certain collateral and secured claims of certain prepetition creditors (No. 16-04068-399) (the "CNTA Adversary Proceeding"), the Bankruptcy Court heard oral arguments on the Debtors' and Citibank's summary judgment motions. On September 13, 2016, (i) the Bankruptcy Court entered an order granting Citibank's previously-filed motion to amend its answer and counterclaim, (ii) Citibank filed its answer and amended counterclaim for declaratory relief and (iii) the Bankruptcy Court entered an order vacating the trial dates that had been previously scheduled in the CNTA Adversary Proceeding.
On September 15, 2016, the Bankruptcy Court granted several motions, including the Claims Objections Procedures Motion and the motion regarding a settlement agreement that the Debtors reached with regulators in Illinois concerning the Debtors' reclamation bonding in that state. The Bankruptcy Court entered orders on these motions on September 15, 2016 and September 16, 2016, respectively. On September 16, 2016, the Debtors filed two omnibus objections to certain proofs of claim.
On September 26, 2016, the UMWA Plan filed a motion for relief from the automatic stay, seeking to allow arbitration between the Debtors and the UMWA Plan to resume outside of the Bankruptcy Court's jurisdiction.
On September 30, 2016, numerous professionals retained by the Debtors and the Official Committee of Unsecured Creditors (the "Committee") filed their first interim fee applications.
On October 4, 2016, the Debtors filed several motions, including: (i) an application to retain additional professionals, (ii) a motion to reject a certain contract, (iii) a motion seeking authority for the Debtors to implement procedures by which the Debtors may, from time to time, amend and assume, or settle and buy-out, certain leases of personal property and equipment without need for further Bankruptcy Court approval (the "Equipment Lease Procedures Motion"), and (iv) two motions related to the Debtors' insurance programs. Additionally, on October 4, 2016, the Debtors filed their answer to Citibank's answer and amended counterclaim for declaratory relief in the CNTA Adversary Proceeding.
On October 5, 2016, in the adversary proceeding captioned Four Star Holdings, LLC v. Bowie Resource Holdings, LLC (No. 16-04073-399), Defendant Bowie Resource Holdings, LLC filed an amended answer to the Debtors' complaint, which included amended affirmative defenses and counterclaims.
On October 7, 2016, a group of creditors holding approximately $344 million in face value of the Debtors’ 10.00% Senior Secured Second Lien Notes due March 2022 moved to intervene in the CNTA Adversary Proceeding. Additionally, on October 7, 2016, the UMWA Plan filed a motion to continue the hearing on the Debtors' objection to the UMWA Plan's proof of claim until January 2017.
On October 11, 2016, the Bankruptcy Court approved a stipulation and agreed order filed by the Debtors seeking the authority to enter into that certain Amendment No. 4 and Consent under Superpriority Secured Debtor-in-Possession Credit Agreement (the “DIP Amendment”). The DIP Amendment modifies certain of the milestones under that certain Superpriority Secured Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement"), including (i) a modification to the deadline by which the Bankruptcy Court shall enter an order determining the issues being adjudicated in the CNTA Adversary Proceeding (the “CNTA Order”) to provide that the Bankruptcy Court shall have entered the CNTA Order by no later than November 23, 2016; (ii) a modification to the deadlines for the Company to file an Acceptable Reorganization Plan (as defined in the DIP Credit Agreement) and related disclosure statement to provide that the Company must file these by, or on, the date that is the later of (a) 30 days after the entry of the CNTA Order and (b) December 14, 2016; and (iii) a modification to the deadline by which the Bankruptcy Court shall enter an order approving the Debtors' disclosure statement to provide that the Bankruptcy Court shall have entered this order by no later than January 31, 2017. The DIP Credit Agreement also contains restrictions on the ability of Peabody Global Funding, LLC (“Global Funding”) to amend or waive provisions under the Intercompany Loan Agreement (as defined in the DIP Credit Agreement) in a manner that would release or subordinate more than 50% of the collateral thereunder. The DIP Amendment modifies these restrictions to expressly allow Global Funding to amend or waive
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 21
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
provisions under the Intercompany Loan Agreement to permit the release or subordination of collateral thereunder, including as a result of potential asset sales, of up to $250,000,000 USD in cash proceeds in the aggregate over the life of the Intercompany Loan Agreement.
On October 14, 2016, the Debtors filed four omnibus objections to certain proofs of claim.
On October 18, 2016, the Bankruptcy Court granted several motions, including (i) an application to retain additional professionals, (ii) a motion to reject a certain contract, (iii) the Equipment Lease Procedures Motion, and (iv) two motions related to the Debtors' insurance programs authorizing the Debtors to (a) enter into a new postpetition property policy with an affiliate(s) of American International Group, Inc. and (b) to assume certain existing policies and enter into a new workers compensation insurance policy with ACE American Insurance Company, including its affiliated companies. Additionally, the Bankruptcy Court partially and conditionally granted the motion for relief from the automatic stay filed on September 26, 2016 by the UMWA Plan. The Bankruptcy Court lifted the automatic stay to provide the UMWA Plan until October 28, 2016, to receive a written confirmation from the American Arbitration Association (the “AAA”) that the AAA could find an arbitrator who could liquidate the UMWA Plan's claim, without extension or any exception for cause, by January 26, 2017.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 22
