Exhibit 99.1
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Appendix 4D | 3 |
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Directors’ Report | 4 |
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1. Operating and financial review | 4 |
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2. Review of Financial Performance | 6 |
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3. Summary of financial position | 6 |
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4. Production and Development | 7 |
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5. Segment Performance | 7 |
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6. Liquidity and capital management | 10 |
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7. Outlook | 10 |
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Report of Independent Registered Public Accounting Firm | 13 |
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Condensed Consolidated Balance Sheets | 14 |
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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income | 15 |
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Unaudited Condensed Consolidated Statements of Stockholders’ Equity/Members’ Capital | 16 |
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Unaudited Condensed Consolidated Statements of Cash Flows | 17 |
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Notes to Unaudited Condensed Consolidated Financial Statements | 18 |
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Appendix A– Cautionary Notice Regarding Forward – Looking Statement | 32 |
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Appendix B – Reconciliation of Non-GAAP Financial Measures | 33 |
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Appendix C – Unaudited Pro Forma Combined Financial Information | 37 |
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Unaudited consolidated pro forma statement of operations for the six months ended June 30, 2018 | 38 |
Appendix 4D
Coronado Global Resources Inc.
ARBN 628 199 468
This report comprises the half year end financial information given to the Australian Securities Exchange (ASX) under Listing Rule 4.2A. This includes the consolidated results of Coronado Global Resources Inc. (“Coronado” or the “Company”) for the half year ended 30 June 2019 (HY19).
All amounts in this Half Year Report are denominated in United States dollars (USD) unless otherwise indicated.
Results for announcement to the market
Reporting period: | 30 June 2019 |
| |
Previous corresponding period: | 30 June 2018 |
| | | | | | USD$’000 | |
Revenue from ordinary activities increased by | | 54 | % | to | | 1,234,335 | |
Net Income after tax attributable to members increased by | | 501 | % | to | | 214,330 | |
Net income for the period attributable to members increased by | | 501 | % | to | | 214,300 | |
A detailed discussion of the Company’s operating results for the half-year ended 30 June 2019 is included in the Directors’ Report set out on pages 4 to 11.
Net tangible asset backing | | Current period | | Previous corresponding Period | |
Net tangible asset backing per ordinary security (US$) | | 11.80 | | N/A | |
Net tangible asset backing per CDI (US$) | | 1.80 | | N/A | |
Dividends and Return of Capital
Final and interim dividends per CDI | | Paid or Payable on | | Amount per CDI | | Franked amount per CDI | | Conduit foreign income component per CDI | |
2018 Final dividend — paid | | 29 March 2019 | | $ | 0.060 | | NIL | | $ | 0.060 | |
2018 Special dividend — paid | | 29 March 2019 | | $ | 0.250 | | NIL | | $ | 0.250 | |
2019 Interim dividend — payable | | 20 September 2019 | | $ | 0.112 | | $ | 0.112 | | NIL | |
2019 Return of Capital — payable | | 20 September 2019 | | $ | 0.298 | | N/A | | N/A | |
| | | | | | | | | | | | |
On 5 August 2019 the Board of Coronado declared a fully franked interim dividend of $0.112 per Chess Depository Instrument (“CDI”). The dividend will have a record date of 26 August 2019, payable on 20 September 2019. Holders of CDIs trading on the ASX who elect to receive the dividend in Australian currency will be paid based on the exchange rate on the record date. The ex-dividend date will be 23 August 2019.
On 5 August 2019 the Board of Coronado declared a return of capital of $0.298 per CDI. The return of capital will have a record date of 26 August 2019, payable on 20 September 2019. Holders of CDIs trading on the ASX who elect to receive the return of capital in Australian currency will be paid based on the exchange rate on the record date.
There are no Dividend Reinvestment Plans for the interim dividend.
Details of associates and joint venture
| | 30 June 2019 | | 31 December 2018 | |
Associate / joint venture | | Holdings % | | Profit contribution | | Holdings % | | Profit contribution | |
JEP Mining LLC | | 50 | | Not material | | 50 | | Not material | |
The profit contribution from the above joint venture or associate is not material to the Company’s net income for the period.
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Coronado Global Resources Inc. Financial Report for six month period ended June 30, 2019
Directors’ Report
For the year ended 31 December 2018
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements, including the historical financial statements for Coronado Curragh and our unaudited pro forma statement of operations, and the related notes to those statements included in the Company’s Form 10 registration statement (Amendment 2) filed with the SEC on 28 June 2019.
The Directors of Coronado Global Resources Inc. present the operating and financial review of the consolidated entity for the half year ended 30 June 2019. The information in this review provides information to assist readers in assessing the operations, financial position and business strategies of Coronado.
The principal activity of Coronado during the period was the development and operation of premium quality metallurgical coal mines in Queensland, Australia (Curragh) and in Pennsylvania, Virginia and West Virginia in the United States of America (Buchanan, Logan and Greenbrier).
In the opinion of the Directors, there were no significant changes in the state of affairs of the Company that occurred during the financial period ended 30 June 2019 that have not been noted in the review of operations.
The Curragh mine was acquired on 29 March 2018, representing a partial half year period. To provide investors with comparable analysis, financial data in this report is provided on a statutory and proforma basis to enable comparisons to be made as if the Curragh mine was owned for the six-month period ended 30 June 2018. Therefore, all commentary is provided on proforma basis unless otherwise stated.
1. Operating and financial review
Safety
· Safety metrics continued to be better than national industry averages across the group with Australian rolling 12-month TRIFR of 5.46 and US rolling 12-month TRIR of 1.65
· Buchanan operations recorded 1 million man-hours without a lost time incident which was recognised by the Department of Mining Minerals and Energy with an award for “Best Large Deep Mine in the State of Virginia”
Financial performance
· Reported HY19 Net Income of $214.3 million, up 92.7% compared to HY18
· Reported HY19 Net Income of $214.3 million, up $178.7 million compared to HY18 Statutory Net Income
· Adjusted EBITDA(1) of $405.4 million, up 54.1% compared to HY18
· Group mine cost of $51.4 per tonne, $6.4 per tonne (11.1%) less than HY18 as a result of operational improvements and higher production volumes
· Revenue of $1,234.3 million, up $118.1 million (10.6%) compared to HY18 driven by improved realised metallurgical pricing of $137.5 per tonne, higher percentage of metallurgical coal sold, and increased sales volumes
· Cash balance of $46.3 million with no drawn debt as at 30 June 2019
Operational performance
· ROM production of 16.7Mt, up 7.3% compared to HY18 driven by operating efficiencies at Curragh
· Saleable production of 10.4Mt, increased 1.8% compared to HY18 due to improvements in CHPP reliability at Curragh
· Sales volumes of 10.4Mt, up 5.3% compared to HY18 as a result of improved rail availability at Curragh
· US operations realised metallurgical pricing of $117.0 per tonne, up 7.4% compared to HY18 due to enhanced metallurgical coal product mix and stronger metallurgical coal market pricing
· New Curragh mine plan targets 15Mt of production per annum by 2023, providing an additional 6Mt of production above the Prospectus 5 year forecast
· New Curragh mine plan includes incremental growth from Stanwell Reserved Area and accelerated growth from commencing production and accelerated growth from Curragh Main (East)
(1) All references to “EBITDA” in this Directors’ Report means EBITDA adjusted for non-recurring items
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Corporate
· Successfully executed the New Coal Supply Agreement with Stanwell Corporation which concludes the acquisition of the Stanwell Reserved Area
· Curragh’s new 3-year employee Enterprise Agreement approved by Fair Work Australia and now in effect
· Received unconditional, credit approved offers to increase the Syndicated Facility Agreement (SFA) from $350 million to $500 million and to extend the term of the facility to February 2023
· In advanced stages of negotiations with Aurizon and Pacific National for additional rail haulage services to support expansion of Curragh to 15Mt per annum
· Agreed Substitute Shipper Deed with a WICET shareholder and Substitution Notice with WICET for additional port capacity till June 2022. Aurizon Network has confirmed availability of rail access capacity to support higher railings to WICET from Curragh
| | Statutory | | Proforma | |
$US | | HY19 | | HY18 | | HY18 | | Variance % | |
Saleable production (Mt) | | 10.4 | | 7.4 | | 10.2 | | 1.8 | % |
Sales volumes (Mt) | | 10.4 | | 7.2 | | 9.9 | | 5.3 | % |
Revenue ($m) | | 1,234.3 | | 799.7 | | 1,116.2 | | 10.6 | % |
Metallurgical coal sales % | | 79.5 | | 79.8 | | 77.4 | | 2.7 | % |
Thermal coal sales % | | 20.5 | | 20.2 | | 22.6 | | (9.3 | )% |
Operating costs ($m) | | 811.2 | | 585.6 | | 840.3 | | (3.4 | )% |
Mining costs ($m) | | 533.7 | | 424.6 | | 570.1 | | (6.4 | )% |
Operating costs per tonne sold ($) | | 78.1 | | 79.5 | | 85.2 | | (8.3 | )% |
Mining costs per tonne sold ($) | | 51.4 | | 57.6 | | 57.8 | | (11.1 | )% |
Net Income ($m) | | 214.3 | | 35.7 | | 111.2 | | 92.7 | % |
EBITDA ($m) | | 405.4 | | 141.8 | | 263.0 | | 54.1 | % |
Reconciliation of Adjusted EBITDA (Non-GAAP Financial Measure)
| | Statutory | | Pro forma | |
$US | | HY19 | | HY18 | | HY18 | |
Net Income ($m) | | 214.3 | | 35.7 | | 111.2 | |
Add: Depreciation, depletion and amortisation ($m) | | 85.3 | | 64.4 | | 86.6 | |
Add: Net interest expense ($m) | | 17.3 | | 25.5 | | 31.1 | |
Add: Other FX (gain) losses ($m) | | (0.5 | ) | 6.8 | | 6.5 | |
Add: Loss on debt extinguishment ($m) | | — | | 3.9 | | — | |
Add: Income tax expense ($m) | | 89.0 | | 5.5 | | 27.6 | |
EBITDA ($m) | | 405.4 | | 141.8 | | 263.0 | |
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2. Review of Financial Performance
Coronado’s HY19 financial results outperformed the previous corresponding period with Group EBITDA of $405.4 million, 54.1% higher than HY18. This result was driven by increased sales volumes, higher realised pricing for metallurgical coal, improved metallurgical coal sales mix and a reduction in mining costs due to higher production and operating efficiencies.
Net income increased by $103.1 million from $111.2 million in HY18, to $214.3 million for HY19. This increase reflected higher operating income, lower interest expense and debt extinguishment costs incurred in HY18. Lower other expenses of $16.2 million was partly offset by a higher income tax expense of $89.0 million.
Reconciliation of Underlying Net Income ($ Million) | | HY19 | | HY18 Proforma | | Var | |
Net Income | | 214.3 | | 111.2 | | 103.1 | |
Add back: | | | | | | | |
Curragh Acquisition Cost | | — | | 6.4 | | (6.4 | ) |
Underlying Net Income | | 214.3 | | 117.6 | | 96.7 | |
Total Group Revenue for the six-month period was $1,234.3 million, $118.1 million (10.6%) above HY18. The strong revenue performance was driven by increased sales volumes from Curragh and a greater exposure to export market pricing for the US Operations. Improved rail availability at Curragh during the second quarter was a key contributor to the increase in sales volumes.
Group mining costs per tonne sold of $51.4 per tonne was $6.4 per tonne (11.1%) lower than HY18. This was predominantly due to higher production volumes (10.4Mt versus 10.2Mt) and a 6.4% decrease in mining costs compared to HY18. The reduction in mining costs was mainly attributed to Curragh which, in HY18, was negatively impacted by a $21.4 million fair value adjustment, recognised to coal inventories on the acquisition of Curragh and unplanned CHPP outages. Total operating costs were $811.2 million, down 3.4% compared to HY18. Further information relating to total operating cost performance is provided in the Segment Performance section of this report.
3. Summary of financial position
Cash Flow ($ Million) | | HY19 Statutory | | HY18 Statutory | | Var | |
Net cash from Operating Activities | | 301.2 | | 141.6 | | 112.7 | % |
Cash outflow for Investing Activities | | (67.3 | ) | (584.3 | ) | (88.5 | )% |
Financing Cash Flows | | (312.1 | ) | 701.1 | | (144.5 | )% |
Net change in cash and cash equivalents | | (78.2 | ) | 258.4 | | (130.3 | )% |
Effect of exchange rate changes | | (0.4 | ) | (2.4 | ) | (83.3 | )% |
Cash at beginning of period | | 124.9 | | 28.1 | | 344.5 | % |
Closing Cash Balance | | 46.3 | | 284.1 | | (83.7 | )% |
Statutory Operating cash flow for HY19 of $301.2 million was $159.6 million higher than HY18. The increase in cash from operating activities during HY19 was primarily due to the six-month cash contribution from Curragh, compared to a three-month contribution in HY18 and an improvement in operating performance of the US assets.
Statutory Cash flows from investing activities was $67.3 million for the reporting period. Capital expenditure for HY19 was $66.4 million of which $15.4 million related to Curragh. The balance of $51.9 million related to the US operations with a significant portion used to establish the new sources of production at the Logan complex. Included in the HY18 cash flows is the consideration of $537.2 million for the purchase of the Curragh mine.
Statutory Cash used in financing activities was $312.1 million for HY19 compared to $701.1 million in HY18. HY19 included $299.7 million for dividends paid to shareholders and $12.7 million for payments of contingent royalties to Wesfarmers under the Value Share Mechanism. Cash from financing activities for HY18 included $700 million of proceeds from borrowings and a contribution of $151.3 million from members of Coronado Group LLC used for the purchase of Curragh and the repayment of a $175 million term loan on 29 March 2018.
As at 30 June 2019 Coronado had $46.3 million of cash on hand with no drawn debt.
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4. Production and Development
Measures | | | | HY19 | | HY18 | | HY18 (Proforma) | | % Change vs Proforma | |
ROM Production | | Mt | | 16.7 | | 12.0 | | 15.5 | | 7.3 | % |
Curragh | | Mt | | 8.9 | | 4.1 | | 7.6 | | 16.1 | % |
Buchanan | | Mt | | 3.6 | | 3.6 | | 3.6 | | — | % |
Logan | | Mt | | 3.7 | | 3.7 | | 3.7 | | — | % |
Greenbrier | | Mt | | 0.5 | | 0.6 | | 0.6 | | (14.3 | )% |
| | | | | | | | | | | |
Saleable Production | | Mt | | 10.4 | | 7.4 | | 10.2 | | 1.8 | % |
Curragh | | Mt | | 6.3 | | 3.2 | | 6.1 | | 3.1 | % |
Buchanan | | Mt | | 2.4 | | 2.3 | | 2.3 | | — | % |
Logan | | Mt | | 1.5 | | 1.5 | | 1.5 | | — | % |
Greenbrier | | Mt | | 0.3 | | 0.4 | | 0.4 | | (13.0 | )% |
% Metallurgical coal | | % | | 83.6 | | 79.4 | | 77.8 | | 7.5 | |
ROM production for HY19 increased by 7.3% to 16.7 Mt compared to HY18. A key driver of the increase was the dragline and mining efficiency improvements at Curragh. Logan’s ROM production performance remained stable as new mining operations commenced production in HY19. Mining at Greenbrier continued to stabilise as the operations recovered from equipment failures at the end of 2018.
Saleable production for HY19 of 10.4Mt was up 1.8% compared to HY18. Improvements in CHPP reliability at Curragh during the period led to more effective operating hours. Buchanan and Logan saleable production was broadly consistent with HY18. Logan experienced an inventory build-up at the end of HY19 due to timing impacts caused by logistical issues at the Kinder Morgan Pier IX port facility. These volumes are expected to be recovered in the second half of FY19.
5. Segment Performance
Curragh
$US | | HY19 | | HY18 Pro forma | | Var | |
Sales volumes (Mt) | | 6.4 | | 5.8 | | 10.3 | % |
Total revenues ($m) | | 794.2 | | 703.9 | | 12.8 | % |
Coal revenues ($m) | | 775.9 | | 688.0 | | 12.8 | % |
Average realised price per Mt sold ($) | | 121.5 | | 118.8 | | 2.3 | % |
Metallurgical sales volumes (Mt) | | 4.8 | | 4.1 | | 17.1 | % |
Metallurgical coal revenues ($m) | | 728.0 | | 638.8 | | 14.0 | % |
Average realised metallurgical price per Mt sold ($) | | 152.3 | | 154.7 | | (1.5 | )% |
Mining costs ($m) | | 272.2 | | 323.2 | | (15.8 | )% |
Mining costs per Mt sold ($) | | 42.6 | | 55.8 | | (23.6 | )% |
Operating costs ($m) | | 522.2 | | 541.7 | | (3.6 | )% |
Operating costs per Mt sold ($) | | 81.8 | | 93.6 | | (12.6 | )% |
Segment EBITDA ($m) | | 271.7 | | 164.8 | | 64.9 | % |
Coal revenues increased by $87.9 million (12.8%) to $775.9 million for the HY19 compared to $688.0 million for the HY18. This was driven by a 0.7Mt increase in metallurgical coal sales to 4.8Mt, which was 17.1% higher than HY18.
Operating costs decreased by $19.5 million (3.6%) to $522.2 million for HY19 compared to HY18, primarily driven by a 23.6% decrease in mining costs per tonne sold due to improved mining efficiencies. Mining costs per tonne sold in HY18 was negatively impacted by a $21.4 million fair value adjustment (recognised against coal inventories on the acquisition of Curragh that was subsequently unwound during HY18 as the coal was sold) and an unplanned CHPP maintenance shutdown at Curragh. The decrease in pro forma operating costs in FY18 was partially offset by higher Stanwell rebates which increased by $9.0 million due to higher sales volumes.
EBITDA for HY19 was $271.7 million, an increase of $106.9 million (64.9%) compared to HY18. Lower operating costs and higher coal revenues contributed to the higher EBITDA result. Curragh has a scheduled shutdown in September 2019 to perform maintenance works to further improve plant and infrastructure reliability. The impact of this planned shutdown has been allowed for in the Company’s guidance. Further to this, the tender process for the Curragh North Mining contract is ongoing and a decision to award a contract is anticipated to be made in the September 2019 quarter.
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Buchanan
$US | | HY19 | | HY18 | | Var | |
Sales volumes (Mt) | | 2.4 | | 2.4 | | — | |
Total revenues ($m) | | 251.4 | | 260.5 | | (3.5 | )% |
Coal revenues ($m) | | 251.4 | | 260.5 | | (3.5 | )% |
Average realised price per Mt sold ($) | | 103.9 | | 109.3 | | (5.0 | )% |
Metallurgical sales volumes (Mt) | | 2.3 | | 2.3 | | — | |
Metallurgical coal revenues ($m) | | 245.0 | | 253.3 | | (3.3 | )% |
Average realised metallurgical price per Mt sold ($) | | 106.0 | | 111.8 | | (5.2 | )% |
Mining costs ($m) | | 130.3 | | 123.9 | | 5.2 | % |
Mining costs per Mt sold ($) | | 53.8 | | 52.0 | | 3.5 | % |
Operating costs ($m) | | 135.1 | | 160.8 | | (16.0 | )% |
Operating costs per Mt sold ($) | | 55.8 | | 67.5 | | (17.3 | )% |
Segment EBITDA ($m) | | 116.4 | | 99.7 | | 16.8 | % |
Coal revenues decreased by $9.1 million (3.5%) to $251.4 million for HY19 compared to $260.5 million for HY18. This decrease was driven by lower average realised pricing due to import tariffs imposed by China on U.S. coal and changes in sales mix. This was partially offset by stronger pricing on domestic metallurgical sales.
Total operating costs improved $25.7 million to $135.1 million for the HY19 compared to HY18. The key drivers were the release in the provision for the CONSOL Energy contingent royalty as payments were made and mining a greater percentage of owned coal versus leased coal, thereby realising a reduced royalty expense. This improvement was partially offset by increased mining costs of $6.4 million due to adverse mining conditions experienced in the March 2019 quarter. The overall improvement in operating costs resulted in a corresponding improvement in operating costs per tonnes sold of $11.7/t for HY19 compared to HY18, as sales volumes remained the same.
EBITDA for Buchanan for HY19 was $116.4 million, an increase of $16.7 million (16.8%) compared to HY18.
During HY19 Buchanan recorded 1 million man-hours without a lost time incident which was recognised by the Department of Mining Minerals and Energy with an award for Best Large Deep Mine in the State of Virginia.
The Buchanan team successfully completed a scheduled longwall move to the southeast area of the mine in June 2019. The new mining location is expected to deliver more stable mining conditions for the balance of 2019. There are no longwall moves scheduled for the September 2019 quarter at Buchanan. The next longwall move is currently scheduled for October 2019 which will further support the successful delivery of its production objectives.
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Logan
$US | | HY19 | | HY18 | | Var | |
Sales volumes (Mt) | | 1.3 | | 1.3 | | — | |
Total revenues ($m) | | 155.9 | | 112.7 | | 36.6 | % |
Coal revenues ($m) | | 153.6 | | 112.7 | | 36.4 | % |
Average realised price per Mt sold ($) | | 114.4 | | 84.8 | | 34.9 | % |
Metallurgical sales volumes (Mt) | | 0.9 | | 0.9 | | — | |
Metallurgical coal revenues ($m) | | 131.4 | | 93.2 | | 41.0 | % |
Average realised metallurgical price per Mt sold ($) | | 139.0 | | 103.4 | | 34.5 | % |
Mining costs ($m) | | 104.8 | | 89.2 | | 17.5 | % |
Mining costs per Mt sold ($) | | 78.0 | | 67.1 | | 16.2 | % |
Operating costs ($m) | | 120.9 | | 99.4 | | 21.6 | % |
Operating costs per Mt sold ($) | | 90.0 | | 74.8 | | 20.3 | % |
Segment EBITDA ($m) | | 35.3 | | 15.5 | | 127.7 | % |
Coal revenues increased by $41.0 million (36.4%) to $153.6 million for HY19 compared to HY18. This increase was driven by a higher average realised price for High Volatile metallurgical coal due to an increase in committed contracts being linked to export market pricing and improved product mix.
HY19 total operating costs at Logan increased $21.5 million (21.6%) to $120.9 million compared to HY18. Mining costs increased to $15.6 million due to challenging mining conditions at existing operations and higher production costs related to the new sources of metallurgical coal production coming online. Freight expenses increased $2.9 million due to new rail and port arrangements with certain customers. Other royalties increased $3.0 million due to higher revenues.
EBITDA increased by 127.7% to $35.3 million for HY19 compared to HY18. This was a result of the increase in committed contracts being linked to export market pricing and improved product mix.
As a result of a 35% decline in domestic thermal prices since the beginning of 2019, a detailed operational review of the Toney Fork surface operations was conducted. Following this review, a decision was made to curtail 50% of the production from the Toney Fork surface operation. This resulted in a 0.5Mt reduction in Logan’s forecast production for FY19. However, this is expected to have a minimal impact on the financial position of Logan as metallurgical coal production at the three new operations will partially offset the lower thermal coal production from the Toney Fork surface mine.
Greenbrier
$US | | HY19 | | HY18 | | Var | |
Sales volumes (Mt) | | 0.2 | | 0.4 | | (50.0 | )% |
Total revenues ($m) | | 32.8 | | 38.2 | | (14.1 | )% |
Coal revenues ($m) | | 31.6 | | 36.7 | | (14.0 | )% |
Average realised price per Mt sold ($) | | 133.6 | | 101.4 | | 31.8 | % |
Metallurgical sales volumes (Mt) | | 0.2 | | 0.3 | | (33.3 | )% |
Metallurgical coal revenues ($m) | | 31.1 | | 36.0 | | (13.7 | )% |
Average realised metallurgical price per Mt sold ($) | | 138.3 | | 104.1 | | 32.9 | % |
Mining costs ($m) | | 26.4 | | 33.9 | | (22.0 | )% |
Mining costs per Mt sold ($) | | 111.9 | | 93.7 | | 19.4 | % |
Operating costs ($m) | | 33.0 | | 38.3 | | (13.9 | )% |
Operating costs per Mt sold ($) | | 139.5 | | 105.9 | | 31.7 | % |
Segment EBITDA ($m) | | (0.1 | ) | 1.0 | | (108.2 | )% |
Coal revenues decreased by $5.1 million (14.0%) to $31.6 million for HY19 compared to HY18. This decrease was driven by lower sales volumes which were partially offset by higher average realised prices. The lower sales volumes primarily related to the exhaustion of the Pollock Knob reserve, lack of purchased coal available for blending, and lower production volumes due to adverse geological mining conditions and equipment downtime in 1Q 2019.
For HY19 total operating costs improved by $5.3 million to $33.0 million compared to HY18, primarily due to lower sales volumes. This was partially offset by an increase in freight expense driven by new rail and port arrangements with a number of customers. Operating costs per tonnes sold increased by $31.7 to $139.5 of which $18 per tonne was attributable to increased freight expenses. Lower production volumes also impacted average costs per tonne.
EBITDA declined $1.1 million to a loss of $0.1 million for HY19, due to lower volumes sold during the period.
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6. Liquidity and capital management
Our objective in managing risks related to liquidity is to ensure that the Company has sufficient liquid assets and funding to satisfy any anticipated and unanticipated financial commitments when they are due.
Our principal sources of funds are cash flows from operations, cash and cash equivalents and the $350 million Syndicated Facility Agreement.
Our main uses of cash have historically been the funding of operations, working capital, funding for capital expenditure, meeting debt service obligations, acquisitions and shareholder returns as required.
Liquidity as of June 30, 2019 and December 31, 2018 was as follows:
($US million) | | June 2019 | | Dec 2018 | | Variance $ | |
Cash, excluding restricted cash | | 46.0 | | 124.7 | | (78.7 | ) |
Availability under Revolving Syndicate Facility Agreement | | 350.0 | | 350.0 | | — | |
Total | | 396.0 | | 474.7 | | (78.7 | ) |
As of 30 June 2019, available liquidity was $396.0 million comprising cash and cash equivalents of $46.0 million and $350.0 million of available funds from borrowing facilities. As of December 31, 2018, available liquidity was $474.7 million comprising cash and cash equivalents of $124.7 million and $350.0 million of available funds from borrowing facilities.
7. Outlook
Operations
The Company’s key focus for the balance of 2019 will be to commence the implementation of the new Curragh mine plan that is expected to increase Curragh’s saleable production to 15Mt by 2023. The infrastructure contracts relating to rail and near-term port capacity that underpin the expansion plans, are expected to be completed during the September 2019 quarter. A long-term port solution post 2022 is currently being negotiated with WICET and the representative shippers. The capital program to improve the train load out performance and related CHPP capital works will be advanced, with detailed construction and procurement activities to commence in the near term.
The tender process for the Curragh North Mining contract is expected to be finalised with a decision to award the contract expected in the September 2019 quarter. The Company will also continue to drive improvements to dragline performance and CHPP reliability at Curragh to further enhance the operations.
At Buchanan, the successful longwall move in June is anticipated to deliver more stable operations for the balance of 2019. The next longwall move is currently scheduled for October 2019 which will further support the successful delivery of its production objectives.
The operational performance of Logan’s new mines is expected to further improve in the second half of the year. The curtailment of Toney Fork’s surface mine operations will remain in place until there is a material improvement to US thermal coal market pricing. The lower production at the Logan complex will have minimal impact on Logan’s overall financial performance as the reduction in thermal coal will be partially offset by the production of higher quality metallurgical coal from the new mine areas.
The strong focus on maintaining the highest standards of safety across all operations will continue to be a key priority for the Board and management. In light of the recent safety incidents in the mining sector in Queensland, the Company will implement the industry’s key initiative to activate a comprehensive safety reset before the end of August 2019.
As announced with the Quarterly Report on 18 July 2019, the production guidance was revised to 21.1Mt to 21.6 Mt to reflect the 0.5Mt reduction in thermal coal production. There has been no change to the expected metallurgical coal production for the full year and Coronado reaffirms its EBITDA guidance of $737 to $807 million. The cost guidance of $51 to $52 per tonne and the capex guidance of $160 to $180 million is reaffirmed.
10
Coal Market Outlook
Demand for seaborne metallurgical coal has been impacted by a slowing global economy, high cost of raw materials impacting steel producers cash margins and steel production cuts in Europe and Brazil. This has resulted in the seaborne Platts Premium Low Volatile Hard Coking Coal price moderating from $210 in January 2019 to $194 at the end of June 2019.
Spot availability is increasing in the Atlantic and Pacific markets. As the market pricing for seaborne metallurgical coal is heavily influenced by China, the tariffs on US coal imports as well as the potential port restrictions of Australian coal may result in near term price volatility.
More recently the Platts Premium Low Vol HCC index has reduced from $194 per tonne to $165 per tonne. The moderation in price primarily reflects increasing uncertainty on the application of potential port restrictions in China on Australian coal for the balance of FY19. This has led to subdued activity in the spot market by intermediaries which has impacted current prices. Physical seaborne metallurgical coal trade flows have remained robust with world steel production(2) in the first half of 2019 increasing by 4.9% year on year to 925.1Mt. The growth in production is underpinned by a 10% increase in Chinese production to 492.2Mt. It is expected that the price for seaborne metallurgical coal will remain volatile in the near term as the market will be heavily influenced by potential port restrictions of coal into China and tariffs on US coal imports.
Notwithstanding the potential for near term pricing volatility, the fundamental long-term demand for metallurgical coal remains sound. India continues to be the largest growth market for Coronado with demand for seaborne metallurgical coal forecasted to increase by 5% compounding over the next 5 years. Demand from Japan, South Korea and Taiwan is expected to remain stable, underpinned by high-quality steel production in this region. Import demand of seaborne metallurgical coal into China is expected to be impacted by near term factors such as tariffs and potential port restrictions. However, the underlying demand for high quality, low impurity hard coking coal from Australia and the US is forecast to continue as steel and coke makers in China continue to face tight environmental controls.
Signed in accordance with a resolution of the Directors:
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Bill Koeck
Chairman
Dated at Brisbane this 5th day of August 2019
(2) World Steel Association
11
Interim Financial Statements — 30 June 2019
12
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Coronado Global Resources Inc.:
Results of Review of Interim Financial Information
We have reviewed the condensed consolidated balance sheet of Coronado Global Resources Inc. and subsidiaries (the Company) as of June 30, 2019, the related condensed consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 2019 and 2018, the related condensed consolidated statements of changes in stockholders’ equity/members’ capital and cash flows for the six-month periods ended June 30, 2019 and 2018, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2018, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity/members’ capital, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG LLP
Richmond, Virginia
August 5, 2019
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13
Condensed Consolidated Balance Sheets
(In US$ thousands, except share data)
| | | | (Unaudited) | | | |
| | | | June 30, | | December | |
| | Note | | 2019 | | 31, 2018 | |
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and restricted cash | | | | $ | 46,251 | | $ | 124,881 | |
Trade receivables | | | | 204,248 | | 206,127 | |
Related party receivables | | 18 | | 59,665 | | 36,716 | |
Income tax receivable | | | | — | | 12,017 | |
Inventories | | 6 | | 129,424 | | 95,103 | |
Other current assets | | | | 40,722 | | 40,914 | |
Total current assets | | | | 480,310 | | 515,758 | |
Non-current assets: | | | | | | | |
Property, plant and equipment, net | | 7 | | 1,603,087 | | 1,618,558 | |
Right of use asset — operating leases, net | | 10 | | 64,343 | | — | |
Goodwill | | 8 | | 28,008 | | 28,008 | |
Intangible assets, net | | 8 | | 5,221 | | 5,402 | |
Deposits and reclamation bonds | | | | 12,541 | | 11,635 | |
Deferred income tax assets | | | | 7,779 | | 11,848 | |
Other non-current assets | | | | 17,194 | | 18,355 | |
Total assets | | | | $ | 2,218,483 | | $ | 2,209,564 | |
Liabilities and Stockholders’ Equity/Members’ Capital | | | | | | | |
Current liabilities: | | | | | | | |
Accounts payable | | | | $ | 41,084 | | $ | 42,962 | |
Accrued expenses and other current liabilities | | 9 | | 252,351 | | 243,496 | |
Income tax payable | | | | 33,024 | | 9,241 | |
Asset retirement obligations | | | | 7,719 | | 7,719 | |
Contingent royalty consideration | | 16 | | 7,293 | | 26,832 | |
Contract obligations | | 13 | | 35,066 | | 39,116 | |
Lease liabilities | | 10 | | 28,128 | | 1,308 | |
Other current financial liabilities | | | | 13,126 | | 7,727 | |
Total current liabilities | | | | 417,791 | | 378,401 | |
Non-current liabilities: | | | | | | | |
Asset retirement obligations | | | | 122,864 | | 118,072 | |
Contract obligations | | 13 | | 224,433 | | 253,578 | |
Deferred consideration liability | | 14 | | 164,148 | | 155,332 | |
Other financial liabilities | | | | 2,697 | | 4,073 | |
Lease liabilities | | 10 | | 52,902 | | 2,481 | |
Contingent royalty consideration | | 16 | | 3,131 | | 3,371 | |
Deferred income tax liabilities | | | | 54,885 | | 38,838 | |
Other non-current liabilities | | | | 1,680 | | 1,610 | |
Total liabilities | | | | 1,044,531 | | 955,756 | |
Common stock $0.01 par value; 1,000,000,000 shares authorized, 96,651,692 shares are issued and outstanding as of June 30, 2019 and December 31, 2018 | | | | 967 | | 967 | |
Series A Preferred stock $0.01 par value; 100,000,000 shares authorized, 1 Share issued and outstanding as of June 30, 2019 and December 31, 2018 | | | | — | | — | |
Additional paid-in capital | | | | 1,108,041 | | 1,107,948 | |
Accumulated other comprehensive loss | | | | (44,202 | ) | (49,609 | ) |
Retained earnings | | | | 108,868 | | 194,220 | |
Noncontrolling interest | | | | 278 | | 282 | |
Total stockholders’ equity | | | | 1,173,952 | | 1,253,808 | |
Total liabilities and stockholders’ equity | | | | $ | 2,218,483 | | $ | 2,209,564 | |
See accompanying notes to unaudited condensed consolidated financial statements
14
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
(In US$ thousands, except share data)
| | | | Three Months Ended | | Six Months Ended | |
| | | | June 30, | | June 30, | |
| | Note | | 2019 | | 2018 | | 2019 | | 2018 | |
Revenues: | | | | | | | | | | | |
Coal revenues | | 4 | | $ | 495,385 | | $ | 479,021 | | $ | 919,329 | | $ | 571,343 | |
Coal revenues from related parties | | 4, 18 | | 135,305 | | 98,489 | | 293,158 | | 213,003 | |
Other revenues | | 4 | | 11,767 | | 14,020 | | 21,848 | | 15,337 | |
Total revenues | | | | 642,457 | | 591,530 | | 1,234,335 | | 799,683 | |
Costs and expenses: | | | | | | | | | | | |
Cost of coal revenues (exclusive of items shown separately below) | | | | | | | | | | | |
| | | | 264,137 | | 305,309 | | 533,696 | | 424,620 | |
Depreciation, depletion and amortization | | | | 45,508 | | 42,594 | | 85,279 | | 64,402 | |
Freight expenses | | | | 52,035 | | 40,912 | | 89,362 | | 45,155 | |
Stanwell rebate | | | | 45,847 | | 32,812 | | 94,674 | | 32,812 | |
Other royalties | | | | 49,073 | | 67,695 | | 93,422 | | 82,987 | |
Selling, general, and administrative expenses | | | | 9,242 | | 8,513 | | 18,311 | | 52,283 | |
Total costs and expenses | | | | 465,842 | | 497,835 | | 914,744 | | 702,259 | |
Operating income | | | | 176,615 | | 93,695 | | 319,591 | | 97,424 | |
Other income (expenses): | | | | | | | | | | | |
Interest expense, net | | | | (9,087 | ) | (18,987 | ) | (17,264 | ) | (25,488 | ) |
Loss on debt extinguishment | | | | — | | — | | — | | (3,905 | ) |
Other, net | | 5 | | (2,989 | ) | (2,391 | ) | 1,042 | | (26,846 | ) |
Total other income (expense), net | | | | (12,076 | ) | (21,378 | ) | (16,222 | ) | (56,239 | ) |
Income before tax | | | | 164,539 | | 72,317 | | 303,369 | | 41,185 | |
Income tax expense | | 11 | | (47,033 | ) | (12,995 | ) | (89,043 | ) | (5,534 | ) |
Net income | | | | 117,506 | | 59,322 | | 214,326 | | 35,651 | |
Less: Net loss attributable to noncontrolling interest | | | | (4 | ) | (2 | ) | (4 | ) | (4 | ) |
Net income attributable to Coronado Global Resources Inc. | | | | $ | 117,510 | | 59,324 | | $ | 214,330 | | $ | 35,655 | |
| | | | | | | | | | | |
Other comprehensive income, net of income taxes: | | | | | | | | | | | |
Foreign currency translation adjustment | | | | (508 | ) | (18,695 | ) | (1,066 | ) | (18,695 | ) |
Net gain on cash flow hedges, net of tax | | | | 894 | | — | | 6,473 | | — | |
Total comprehensive income | | | | $ | 117,892 | | 40,627 | | 219,733 | | $ | 16,956 | |
Less: Net loss attributable to noncontrolling interest | | | | (4 | ) | (2 | ) | (4 | ) | (4 | ) |
Total comprehensive income attributable to Coronado Global Resources Inc. | | | | $ | 117,896 | | $ | 40,629 | | $ | 219,737 | | $ | 16,960 | |
| | | | | | | | | | | |
Earnings per share of common stock | | | | | | | | | | | |
Basic | | 15 | | 1.22 | | | | 2.22 | | | |
Diluted | | 15 | | 1.22 | | | | 2.22 | | | |
See accompanying notes to unaudited condensed consolidated financial statements
15
Unaudited Condensed Consolidated Statements of Stockholders’ Equity/Members’ Capital
(In US$ thousands, except share data)
| | | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | | | | | Other | | | | Non- | | Total | |
| | Members’ | | Common Stock | | Preferred Stock | | Additional | | Comprehensive | | Retained | | controlling | | Stockholders’ | |
| | Capital | | Shares | | Amount | | Series A | | Amount | | Paid in Capital | | Income / (Loss) | | Earnings | | Interest | | Equity | |
Balance December 31, 2018 | | $— | | 96,651,692 | | 967 | | 1 | | — | | 1,107,948 | | (49,609 | ) | 194,220 | | 282 | | 1,253,808 | |
Net income | | — | | — | | — | | — | | — | | — | | — | | 96,820 | | — | | 96,820 | |
Other comprehensive income (net of $ 2,391 tax) | | — | | — | | — | | — | | — | | — | | 5,021 | | — | | — | | 5,021 | |
Total comprehensive income | | $— | | — | | — | | — | | — | | — | | 5,021 | | 96,820 | | — | | 101,841 | |
Dividends paid | | — | | — | | — | | — | | — | | — | | — | | (299,682 | ) | — | | (299,682 | ) |
Balance March 31, 2019 | | $— | | 96,651,692 | | 967 | | 1 | | — | | 1,107,948 | | (44,588 | ) | (8,642 | ) | 282 | | 1,055,967 | |
Net income | | — | | — | | — | | — | | — | | — | | — | | 117,510 | | (4 | ) | 117,506 | |
Other comprehensive income (net of $ 383 tax) | | — | | — | | — | | — | | — | | — | | 386 | | — | | — | | 386 | |
Total comprehensive income | | $— | | — | | — | | — | | — | | — | | 386 | | 117,510 | | (4 | ) | 117,892 | |
Share-based compensation for equity classified awards | | — | | — | | — | | — | | — | | 93 | | — | | — | | — | | 93 | |
Dividends paid | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Balance June 30, 2019 | | $— | | 96,651,692 | | 967 | | 1 | | — | | 1,108,041 | | (44,202 | ) | 108,868 | | 278 | | 1,173,952 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | | | | | Other | | | | Non- | | Total | |
| | Members’ | | Common Stock | | Preferred Stock | | Additional | | Comprehensive | | Retained | | controlling | | Members’ | |
| | Capital | | Shares | | Amount | | Series A | | Amount | | Paid in Capital | | Income / (Loss) | | Earnings | | Interest | | Equity | |
Balance December 31, 2017 | | $553,524 | | — | | — | | — | | — | | — | | — | | 79,539 | | 237 | | 633,300 | |
Net (loss) | | — | | — | | — | | — | | — | | — | | — | | (23,669 | ) | (2 | ) | (23,671 | ) |
Other comprehensive income | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Total comprehensive income | | $— | | — | | — | | — | | — | | — | | — | | (23,669 | ) | (2 | ) | (23,671 | ) |
Members’ contributions | | 181,610 | | — | | — | | — | | — | | — | | — | | — | | 62 | | 181,672 | |
Balance March 31, 2018 | | 735,134 | | — | | — | | — | | — | | — | | — | | 55,870 | | 297 | | 791,301 | |
Net income | | — | | — | | — | | — | | — | | — | | — | | 59,324 | | (2 | ) | 59,322 | |
Other comprehensive income | | — | | — | | — | | — | | — | | — | | (18,695 | ) | — | | — | | (18,695 | ) |
Total comprehensive income | | $— | | — | | — | | — | | — | | — | | (18,695 | ) | 59,324 | | (2 | ) | 40,627 | |
Members’ distributions | | (30,274 | ) | — | | — | | — | | — | | — | | — | | — | | — | | (30,274 | ) |
Balance June 30, 2018 | | 704,860 | | — | | — | | — | | — | | — | | (18,695 | ) | 115,194 | | 295 | | 801,654 | |
See accompanying notes to unaudited condensed consolidated financial statement
16
Unaudited Condensed Consolidated Statements of Cash Flows
(In US$ thousands)
| | Six Months Ended June 30, | |
| | 2019 | | 2018 | |
Cash Flows From Operating Activities: | | | | | |
Net income | | 214,326 | | 35,651 | |
Adjustments to reconcile net income to cash and restricted cash provided by operating activities: | | | | | |
Depreciation, depletion and amortization | | 85,404 | | 64,354 | |
Amortization of right of use asset - operating leases | | 10,394 | | — | |
Amortization of deferred financing costs | | 2,060 | | 2,406 | |
Non-cash interest expense | | 9,711 | | 1,886 | |
Amortization of contract obligations | | (17,550 | ) | (14,390 | ) |
Loss on disposal of property, plant and equipment | | 39 | | — | |
Increase (decrease) in contingent royalty consideration | | (7,143 | ) | 10,973 | |
Loss on interest rate swap | | — | | 4,871 | |
Equity-based compensation expense | | 93 | | — | |
Deferred income taxes | | 17,026 | | 5,448 | |
Reclamation of asset retirement obligations | | (2,552 | ) | (1,415 | ) |
Change in estimate of asset retirement obligation | | (125 | ) | 48 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable - including related party receivables | | (23,105 | ) | (32,097 | ) |
Inventories | | (34,562 | ) | 1,287 | |
Other current assets | | (2,287 | ) | (8,154 | ) |
Accounts payable | | (1,832 | ) | 10,736 | |
Accrued expenses and other current liabilities | | 15,585 | | 60,106 | |
Operating lease liabilities | | (11,073 | ) | — | |
Change in other liabilities | | 46,807 | | (98 | ) |
Net cash provided by operating activities | | 301,216 | | 141,612 | |
Cash Flows From Investing Activities: | | | | | |
Capital expenditures | | (66,430 | ) | (46,776 | ) |
Purchase of deposits and reclamation bonds | | (906 | ) | (523 | ) |
Redemption of deposits and reclamation bonds | | — | | 171 | |
Acquisition of Curragh, net of cash acquired | | — | | (537,207 | ) |
Net cash used in investing activities | | (67,336 | ) | (584,335 | ) |
Cash Flows From Financing Activities: | | | | | |
Proceeds from interest bearing liabilities and other financial liabilities, net of debt discount | | 109,008 | | 720,083 | |
Proceeds from interest rate swap | | — | | 28,251 | |
Debt issuance costs and other financing costs | | — | | (41,951 | ) |
Principal payments on interest bearing liabilities and other financial liabilities | | (108,073 | ) | (155,636 | ) |
Principal payments on finance and capital lease obligations | | (686 | ) | (1,052 | ) |
Payment of contingent purchase consideration | | (12,712 | ) | — | |
Dividends paid | | (299,682 | ) | — | |
Members’ contributions (distributions), net | | — | | 151,336 | |
NCI member’s contributions | | — | | 62 | |
Net cash provided by (used in) financing activities | | (312,145 | ) | 701,093 | |
Net increase (decrease) in cash and restricted cash | | (78,265 | ) | 258,370 | |
Effect of exchange rate changes on cash and restricted cash | | (365 | ) | (2,384 | ) |
Cash and restricted cash at beginning of period | | 124,881 | | 28,069 | |
Cash and restricted cash at end of period | | 46,251 | | 284,055 | |
Supplemental disclosure of cash flow information: | | | | | |
Cash payments for interest | | 1,148 | | 38,665 | |
Cash paid for taxes | | 35,873 | | 4,417 | |
See accompanying notes to unaudited condensed consolidated financial statement
17
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
1. Description of Business, Basis of Presentation
a) Description of the Business
Coronado Global Resources Inc. (together with its subsidiaries, the “Company” or “Coronado”) is a global producer, marketer, and exporter of a full range of metallurgical coals, an essential element in the production of steel. The Company has a portfolio of operating mines and development projects in Queensland, Australia and in the states of Pennsylvania, Virginia and West Virginia in the USA.
b) Basis of Presentation
The interim unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of the U.S. Generally Accepted Accounting Principles, or U.S. GAAP, and with the instructions to Form 10-Q and Article 10 of Regulation S-X related to interim financial reporting issued by the Securities and Exchange Commission, or the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s registration statement on Form 10, as amended, filed with the SEC and the Australian Securities Exchange, or the ASX, on June 28, 2019.
During the year ended December 31, 2018, Coronado Group LLC and Coronado Global Resources Inc. completed a common control reorganization, or the Reorganization Transaction, of their legal entity structure. Prior to the Reorganization Transaction in August 2018, Coronado Group HoldCo LLC, the holding company of our operations in Australia, or the Australian Operations, was a wholly-owned subsidiary of Coronado Group LLC. In connection with the Reorganization Transaction, (i) Coronado Group HoldCo LLC was converted into Coronado Global Resources Inc. in August 2018 and (ii) Coronado Group LLC contributed all of the equity ownership in our operations in the United States, or the U.S. Operations, to Coronado Coal Corporation, a wholly-owned subsidiary of Coronado Global Resources Inc. Immediately following the Reorganization Transaction, Coronado Global Resources Inc. remained a wholly-owned subsidiary of Coronado Group LLC, which is currently owned by The Energy & Minerals Group, or EMG Group, and certain members of our management.
The Reorganization Transaction was treated as a combination of entities under common control in line with Accounting Standards Codification, or ASC, 805, Business Combinations, whereby the receiving entity (the Company) recorded the contributed assets and liabilities at the carrying value of Coronado Group LLC. Prior to the Reorganization Transaction, the consolidated financial statements of the Company reflect the net assets and operations of Coronado Group LLC. The financial statements presented following the Reorganization Transaction are those of the receiving entity (the Company) and are retrospectively adjusted to present that entity as if it always held the net assets or equity interests previously held by the seller, Coronado Group LLC. As such, financial information (including comparatives) of the Company has been presented as a continuation of the pre-existing accounting values of assets and liabilities in Coronado Group LLC’s financial statements.
The interim unaudited condensed consolidated financial statements are presented in U.S. dollars, unless otherwise stated. They include the accounts of Coronado Global Resources Inc. and its affiliates. References to “US$” or “USD” are references to U.S. dollars. References to “A$” or “AUD” are references to Australian dollars, the lawful currency of the Commonwealth of Australia. The Company, or Coronado, are used interchangeably to refer to Coronado Global Resources Inc. and its subsidiaries, or to Coronado Group LLC, as appropriate to the context. Interests in subsidiaries controlled by the Company are consolidated with any outside stockholder interests reflected as noncontrolling interests. All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, these interim financial statements reflect all normal, recurring adjustments necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive income, cash flows and changes in equity for the periods presented. Balance sheet information presented herein as of December 31, 2018 has been derived from the Company’s audited consolidated balance sheet at that date. The Company’s results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for future quarters or for the year ending December 31, 2019.
18
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Please see Note 2 “Summary of Significant Accounting Policies” contained in the audited consolidated financial statements for the year ended December 31, 2018 included in Coronado Global Resources Inc.’s registration statement on Form 10, as amended, filed with the SEC and ASX on June 28, 2019.
a) Newly Adopted Accounting Standards
Leases. In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update, or ASU, No. 2016-02, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use, or ROU, model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
On January 1, 2019, the Company adopted ASU No. 2016-02 using the modified retrospective transition approach and elected the package of practical expedients that allows it to forgo reassessment of lease classification for leases that have already commenced. The Company also elected the practical expedients to the new standard without restating comparative prior period financial information, to not recognize ROU assets and liabilities for operating leases with shorter than 12-month terms and to include both lease and non-lease components with lease payments.
In addition to existing finance leases and other financing obligations, the adoption of the new standard resulted in the recognition of ROU assets of $66.8 million and lease liabilities of $81.1 million related to operating leases. On adoption, the lease liability included reclassification of a terminal services contract liability of $14.3 million, which is classified as a lease under the newly adopted standard. There was no material impact to the Consolidated Statements of Operations and Comprehensive Income, the Consolidated Statements of Cash Flows, or the Company’s debt covenant calculations as a result of the adoption of ASU 2016-02.
ASU No. 2016-02 also requires entities to disclose certain qualitative and quantitative information regarding the amount, timing, and uncertainty of cash flows arising from leases. Such disclosures are included in Note 10 “Leases”.
b) Accounting Standards Not Yet Implemented
Financial Instruments - Credit Losses. In June 2016, the FASB issued ASU 2016-13 related to the measurement of credit losses on financial instruments. The pronouncement replaces the incurred loss methodology to record credit losses with a methodology that reflects the expected credit losses for financial assets not accounted for at fair value with gains and losses recognized through net income. This standard is effective for fiscal years beginning after December 15, 2019 (January 1, 2020 for the Company) and interim periods therein. The Company expects to adopt ASU 2016-13 as of January 1, 2020 and is in the process of evaluating the impacts of adoption.
Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, which amended the fair value measurement guidance by removing and modifying certain disclosure requirements, while also adding new disclosure requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all companies for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company plans to adopt all disclosure requirements effective January 1, 2020.
c) Reclassification
Certain amounts in the prior period Condensed Consolidated Balance Sheet have been reclassified to conform to the presentation of the current period financial statements. These related to the reclassification of capital lease liabilities included within “other financial liabilities and capital leases” and “other financial liabilities, excluding current instalments” as at December 31, 2018 to “Lease liabilities” current and non-current, respectively. These reclassifications had no effect on the previously reported net income.
19
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
3. Acquisition of Curragh Complex
On December 22, 2017, a Membership Interest and Asset Purchase Agreement, or the Agreement, was entered by Coronado Australia Holdings Pty Ltd and Coronado Group LLC in order to acquire Wesfarmers Curragh Pty Ltd from Wesfarmers Limited (since renamed Coronado Curragh Pty Ltd), which we refer to as the Curragh acquisition. The Agreement was executed on March 29, 2018.
The aggregate base purchase price for the Membership Interest in Curragh was A$700 million and was subject to adjustments pursuant to the terms of the Agreement. The Company acquired 100% of the Membership Interest. The operating results related to the Curragh acquisition have been included in the consolidated financial statements since March 29, 2018.
The aggregate consideration on the date of the Curragh acquisition totaled $563.8 million.
Contingent consideration recognized on the date of the Curragh acquisition, specifically the Value Share Mechanism, or VSM, of $26.6 million associated with the Curragh acquisition represents the fair value of a two-year, 25% royalty on sales from metallurgical coal mined at Curragh. The royalty only applies to the realized price on metallurgical coal sales above $145 per metric ton. The VSM liability is marked-to-market at each reporting date, with any fluctuations included as an operating expense in the Consolidated Statement of Operations. The payout structure of the royalty can be replicated through a probability weighted discounted cash flow approach using a Monte Carlo simulation over a 24-month period from acquisition date. As such, the Company developed a fair value of the royalty using a Monte Carlo simulation.
In connection with the acquisition, Coronado Australia Holdings Pty Ltd incurred acquisition related costs for the six months ended June 30, 2018 of $53.8 million, $38.5 million of which is recorded in selling, general, and administrative expenses. The remainder, relating to foreign currency swap losses, is recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income under “Other, net”.
The Curragh acquisition has been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes total consideration transferred and the allocation of the purchase price to the acquired assets and liabilities:
(US$ thousands) | | Amount | |
Fair value of total consideration transferred: | | | |
Cash consideration | | $ | 537,207 | |
Contingent consideration (Value Share Mechanism) | | 26,552 | |
Total consideration transferred | | 563,759 | |
| | | |
Recognized amounts of identifiable assets acquired, and liabilities assumed: | | | |
Current assets | | $ | 240,966 | |
Property, plant and equipment | | 851,981 | |
Deferred income tax assets | | 24,432 | |
Other long-term assets | | 1,831 | |
Current liabilities | | (141,611 | ) |
Contract obligations | | (306,960 | ) |
Asset retirement obligations | | (104,305 | ) |
Other long-term liabilities | | (2,575 | ) |
Total identifiable net assets acquired | | $ | 563,759 | |
No goodwill has been recorded in connection with this acquisition as the purchase consideration equaled the fair value of the net assets acquired.
The following pro forma summary reflects consolidated results of operation as if the Curragh acquisition had occurred on January 1, 2018 (unaudited).
(US$ thousands) | | Six Months Ended June 30, 2018 | |
| | | |
Revenue | | 1,116,183 | |
Net Income | | 111,178 | |
The pro forma financial information was prepared based on historical financial information and has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Curragh acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results.
20
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 1, 2018 and are not necessarily indicative of the Company’s consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, depreciation of property and equipment, and do not include any anticipated synergies or other expected benefits that may be realized from the Curragh acquisition.
The pro forma results for the six months ended June 30, 2018 exclude non-recurring adjustments of $53.8 million of transaction costs.
4. Segment Information
The Company has a portfolio of operating mines and development projects in Queensland, Australia and in the states of Pennsylvania, Virginia and West Virginia in the USA. The Company operates its business along four reportable segments: Curragh, Buchanan, Logan and Greenbrier. These segments are grouped based on geography. Factors affecting and differentiating the financial performance of each of these four reportable segments generally include coal quality, geology, and coal marketing opportunities, mining and transportation methods and regulatory issues. The Company believes this method of segment reporting reflects both the way its business segments are currently managed and the way the performance of each segment is evaluated. The four segments consist of similar operating activities as each segment produces similar products.
The organization of the four reportable segments reflects how Coronado’s chief operating decision maker, or CODM, manages and allocates resources to the various components. The CODM uses Adjusted EBITDA as the primary metric to measure each segment’s operating performance.
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, depletion and amortization, other foreign exchange losses and loss on debt extinguishment. “Other and corporate” relates to additional financial information for the corporate function such as accounting, treasury, legal, human resources, compliance, and tax. As such, the corporate function is not determined to be a reportable segment but is discretely disclosed for purposes of reconciliation to the Company’s consolidated financials.
Reportable segment results as of and for the three and six months ended June 30, 2019 and 2018 are presented below.
| | Curragh (1) | | Buchanan | | Logan | | Greenbrier | | Other and Corporate | | Total | |
| | ($ thousands) | |
Three months ended June 30, 2019 | | | | | | | | | | | | | |
Total revenues | | 412,810 | | 128,713 | | 81,610 | | 19,324 | | — | | 642,457 | |
Adjusted EBITDA | | 151,561 | | 60,289 | | 18,126 | | 1,227 | | (8,912 | ) | 222,291 | |
Net income/(loss) | | 91,024 | | 34,600 | | 7,968 | | (1,959 | ) | (14,127 | ) | 117,506 | |
Total assets | | 1,182,652 | | 511,095 | | 315,252 | | 145,846 | | 63,638 | | 2,218,483 | |
Capital expenditures (2) | | 9,341 | | 13,476 | | 12,671 | | 1,279 | | — | | 36,767 | |
| | | | | | | | | | | | | |
Three months ended June 30, 2018 | | | | | | | | | | | | | |
Total revenues | | 387,379 | | 126,292 | | 59,230 | | 18,294 | | 335 | | 591,530 | |
Adjusted EBITDA | | 99,979 | | 35,257 | | 10,710 | | (188 | ) | (6,570 | ) | 139,188 | |
Net income/(loss) | | 54,217 | | 24,755 | | 3,989 | | 3,845 | | (27,484 | ) | 59,322 | |
Total assets | | 1,287,848 | | 500,502 | | 259,963 | | 145,454 | | 115,076 | | 2,308,843 | |
Capital expenditures (2) | | 17,838 | | 7,973 | | 4,623 | | 381 | | 160 | | 30,975 | |
| | | | | | | | | | | | | |
Six months ended June 30, 2019 | | | | | | | | | | | | | |
Total revenues | | 794,182 | | 251,437 | | 155,919 | | 32,797 | | — | | 1,234,335 | |
Adjusted EBITDA | | 271,709 | | 116,401 | | 35,291 | | (81 | ) | (17,965 | ) | 405,355 | |
Net income/(loss) | | 159,758 | | 66,919 | | 15,523 | | (5,033 | ) | (22,841 | ) | 214,326 | |
Total assets | | 1,182,652 | | 511,095 | | 315,252 | | 145,846 | | 63,638 | | 2,218,483 | |
Capital expenditures (2) | | 15,431 | | 28,200 | | 20,318 | | 2,478 | | 3 | | 66,430 | |
| | | | | | | | | | | | | |
Six months ended June 30, 2018 | | | | | | | | | | | | | |
Total revenues | | 387,379 | | 260,501 | | 112,655 | | 38,188 | | 960 | | 799,683 | |
Adjusted EBITDA | | 99,979 | | 99,701 | | 15,501 | | 983 | | (74,336 | ) | 141,828 | |
Net income/(loss) | | 54,217 | | 76,843 | | 2,748 | | (6,176 | ) | (91,981 | ) | 35,651 | |
Total assets | | 1,287,848 | | 500,502 | | 259,963 | | 145,454 | | 115,076 | | 2,308,843 | |
Capital expenditures (2) | | 17,838 | | 15,628 | | 13,191 | | 559 | | 430 | | 47,646 | |
(1) On March 29, 2018, Coronado acquired the Curragh Mining business from Wesfarmers Limited. Curragh is a separate reportable segment due to having separate management, location, assets, and operations. Curragh is located in central Queensland, Australia and the reportable segment produces a wide variety of metallurgical coal.
(2) Capital expenditures includes financing fees incurred through other financial liabilities for the purchase of certain equipment.
21
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
The reconciliation of Adjusted EBITDA to net income attributable to the Company for the three and six months ended June 30, 2019 and 2018 are as follows:
| | Three months ended June 30, | | Six months ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | |
| | (US$ thousands) | | (US$ thousands) | |
Net income | | $ | 117,506 | | 59,322 | | $ | 214,326 | | 35,651 | |
Depreciation, depletion and amortization | | 45,508 | | 42,594 | | 85,279 | | 64,402 | |
Interest expense (net of income) | | 9,087 | | 18,987 | | 17,264 | | 25,488 | |
Other foreign exchange (gains) losses | | 3,157 | | 5,290 | | (557 | ) | 6,848 | |
Loss on retirement of debt | | — | | — | | — | | 3,905 | |
Income tax expense | | 47,033 | | 12,995 | | 89,043 | | 5,534 | |
Consolidated Adjusted EBITDA | | $ | 222,291 | | 139,188 | | $ | 405,355 | | 141,828 | |
Disaggregation of Revenue
The Company disaggregates the revenue from contracts with customers by major product group for each of the Company’s segments, as the company believes it best depicts the nature, amount, timing and uncertainty of revenues and cash flows. All revenue is recognized at point in time.
| | Three months ended June 30, 2019 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other and Corporate | | Total | |
| | (US $ thousands) | |
Product Groups | | | | | | | | | | | | | |
Metallurgical coal | | $ | 377,016 | | 125,837 | | 68,053 | | 17,766 | | — | | 588,672 | |
Thermal coal | | 26,687 | | 2,827 | | 12,058 | | 446 | | — | | 42,018 | |
Total coal revenue | | 403,703 | | 128,664 | | 80,111 | | 18,212 | | — | | 630,690 | |
Other(1) | | 9,107 | | 49 | | 1,499 | | 1,112 | | — | | 11,767 | |
Total | | $ | 412,810 | | 128,713 | | 81,610 | | 19,324 | | — | | 642,457 | |
| | Three months ended June 30, 2018 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other and Corporate | | Total | |
| | (US$ thousands) | |
Product Groups | | | | | | | | | | | | | |
Metallurgical coal | | $ | 349,486 | | 122,771 | | 47,443 | | 17,427 | | — | | 537,127 | |
Thermal coal | | 25,048 | | 3,521 | | 11,787 | | 27 | | — | | 40,383 | |
Total coal revenue | | 374,534 | | 126,292 | | 59,230 | | 17,454 | | — | | 577,510 | |
Other(1) | | 12,845 | | — | | — | | 840 | | 335 | | 14,020 | |
Total | | $ | 387,379 | | 126,292 | | 59,230 | | 18,294 | | 335 | | 591,530 | |
| | Six months ended June 30, 2019 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other and Corporate | | Total | |
| | (US $ thousands) | |
Product Groups | | | | | | | | | | | | | |
Metallurgical coal | | $ | 727,964 | | 245,047 | | 131,421 | | 31,067 | | — | | 1,135,499 | |
Thermal coal | | 47,978 | | 6,306 | | 22,208 | | 496 | | — | | 76,988 | |
Total coal revenue | | 775,942 | | 251,353 | | 153,629 | | 31,563 | | — | | 1,212,487 | |
Other(1) | | 18,240 | | 84 | | 2,290 | | 1,234 | | — | | 21,848 | |
Total | | $ | 794,182 | | 251,437 | | 155,919 | | 32,797 | | — | | 1,234,335 | |
| | Six months ended June 30, 2018 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other and Corporate | | Total | |
| | (US$ thousands) | |
Product Groups | | | | | | | | | | | | | |
Metallurgical coal | | $ | 349,486 | | 253,335 | | 93,201 | | 35,982 | | — | | 732,004 | |
Thermal coal | | 25,048 | | 7,127 | | 19,454 | | 713 | | — | | 52,342 | |
Total coal revenue | | 374,534 | | 260,462 | | 112,655 | | 36,695 | | — | | 784,346 | |
Other(1) | | 12,845 | | 39 | | — | | 1,493 | | 960 | | 15,337 | |
Total | | $ | 387,379 | | 260,501 | | 112,655 | | 38,188 | | 960 | | 799,683 | |
(1) Other revenue for Curragh includes the amortization of the Stanwell non-market coal supply contract obligation liability.
22
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
5. Expenses
Other, net
| | Three months ended June 30, | | Six months ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | |
| | (US$ thousands) | | (US$ thousands) | |
Loss on foreign exchange swap | | $ | — | | — | | $ | — | | (15,695 | ) |
Other foreign exchange (losses) gains | | (3,157 | ) | (5,290 | ) | 557 | | (6,848 | ) |
Other (expenses) income | | 168 | | 2,899 | | 485 | | (4,303 | ) |
Total Other, net | | $ | (2,989 | ) | (2,391 | ) | $ | 1,042 | | (26,846 | ) |
6. Inventories
(US$ thousands) | | June 30, 2019 | | December 31, 2018 | |
Raw coal | | $ | 54,407 | | $ | 20,106 | |
Saleable coal | | 23,051 | | 26,374 | |
Total coal inventories | | 77,458 | | 46,480 | |
Supplies inventory | | 51,966 | | 48,623 | |
Total inventories | | $ | 129,424 | | $ | 95,103 | |
7. Property, Plant and Equipment
(US$ thousands) | | June 30, 2019 | | December 31, 2018 | |
Land | | $ | 27,035 | | $ | 26,845 | |
Buildings and improvements | | 83,831 | | 89,027 | |
Plant, machinery, mining equipment and transportation vehicles | | 794,619 | | 765,432 | |
Mineral rights and reserves | | 464,680 | | 464,680 | |
Office and computer equipment | | 3,752 | | 3,700 | |
Mine development | | 487,156 | | 479,152 | |
Asset retirement obligation asset | | 83,894 | | 80,993 | |
Construction in process | | 81,423 | | 43,691 | |
| | 2,026,390 | | 1,953,520 | |
Less accumulated depreciation, depletion and amortization | | 423,303 | | 334,962 | |
Net property, plant and equipment | | $ | 1,603,087 | | $ | 1,618,558 | |
8. Goodwill and Other Intangible Assets
a) Acquired Intangible Assets
| | June 30, 2019 | |
(US$ thousands) | | Weighted average amortization period (years) | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | |
Intangible assets: | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | |
Mining permits - Greenbrier | | 14 | | $ | 1,500 | | 800 | | 700 | |
Mining permits - Logan | | 15 | | 1,642 | | 717 | | 925 | |
Mining permits - Buchanan | | 28 | | 4,000 | | 404 | | 3,596 | |
Total intangible assets | | | | $ | 7,142 | | 1,921 | | 5,221 | |
| | December 31, 2018 | |
(US$ thousands) | | Weighted average amortization period (years) | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | |
Intangible assets: | | | | | | | | | |
Amortizing intangible assets: | | | | | | | | | |
Mining permits - Greenbrier | | 14 | | $ | 1,500 | | 760 | | 740 | |
Mining permits - Logan | | 15 | | 1,642 | | 638 | | 1,004 | |
| | | | | | | | | |
Mining permits - Buchanan | | 28 | | 4,000 | | 342 | | 3,658 | |
Total intangible assets | | | | $ | 7,142 | | 1,740 | | 5,402 | |
23
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
Amortization expense is charged using the straight-line method over the useful lives of the respective intangible asset. The aggregate amount of amortization expense for amortizing intangible assets for the three months ended June 30, 2019 and 2018 was $0.1 million and $0.1 million, respectively. The aggregate amount of amortization expense for amortizing intangible assets for the six months ended June 30, 2019 and 2018 was $0.2 million and $0.2 million, respectively.
b) Goodwill
In connection with the Buchanan acquisition on March 31, 2016, the Company recorded goodwill in the amount of $28.0 million. The balance of goodwill as at both June 30, 2019 and December 31, 2018 was $28.0 million.
9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
(US$ thousands) | | June 30, 2019 | | December 31, 2018 | |
Wages and employee benefits | | $ | 64,520 | | $ | 50,819 | |
Taxes other than income taxes | | 8,221 | | 6,512 | |
Accrued royalties | | 50,648 | | 49,129 | |
Accrued freight costs | | 29,118 | | 26,509 | |
Accrued mining fees | | 52,187 | | 45,615 | |
Cash flow hedge derivative liability | | — | | 5,311 | |
Acquisition related accruals | | 30,186 | | 30,349 | |
Other liabilities | | 17,471 | | 29,252 | |
Total accrued expenses and other current liabilities | | $ | 252,351 | | $ | 243,496 | |
Included within acquisition related accruals is an amount outstanding for stamp duty payable on the Curragh acquisition of $30.2 million. This amount was outstanding as at June 30, 2019 and December 31, 2018 pending financial assessment to be made by the Office of State Revenue in Queensland, Australia.
10. Leases
On January 1, 2019, the Company adopted ASC 842, Leases. Changes to the Company’s accounting policy as a result of adoption are discussed below.
From time to time, the Company enters into mining services contracts which may include embedded leases of mining equipment and other contractual agreements to lease mining equipment and facilities. Based upon the Company’s assessment of the terms of a specific lease agreement, the Company classifies a lease as either finance or operating.
a) Finance Leases
ROU assets related to finance leases are presented in Property, plant and equipment, net on the unaudited Condensed Consolidated Balance Sheet. Lease liabilities related to finance leases are presented in “Lease Liabilities” (current) and “Lease Liabilities” (non-current) on the unaudited Condensed Consolidated Balance Sheet.
Finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
b) Operating Leases
ROU assets related to operating leases are presented as Right of use assets — operating leases, net on the unaudited Condensed Consolidated Balance Sheet. Lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in “Lease Liabilities” (current) and “Lease Liabilities” (non-current) on the unaudited Condensed Consolidated Balance Sheet.
Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease
24
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expensed as incurred and are not included in determining the present value. As at June 30, 2019 the unaudited Condensed Consolidated Balance Sheet included $41.5 million of operating lease liabilities relating to equipment embedded within mining service contracts.
Information related to Company’s right-of use assets and related lease liabilities are as follows:
(US$ thousands) | | Three month ended June 30, 2019 | | Six months ended June 30, 2019 | |
Operating lease costs | | $ | 6,378 | | 12,861 | |
Cash paid for operating lease liabilities | | 4,049 | | 11,073 | |
| | | | | |
Finance lease costs: | | | | | |
Amortization of right of use assets | | 628 | | 1,221 | |
Interest on lease liabilities | | 52 | | 108 | |
Total finance lease costs | | $ | 680 | | 1,329 | |
(US$ thousands) | | June 30, 2019 | | December 31, 2018 | |
Operating leases: | | | | | |
Operating lease right-of-use assets | | 64,343 | | — | |
| | | | | |
Finance leases: | | | | | |
Property and equipment | | 7,881 | | 7,074 | |
Accumulated depreciation | | (4,135 | ) | (2,914 | ) |
Property and equipment, net | | 3,746 | | 4,160 | |
| | | | | |
Current operating lease obligations | | 26,863 | | — | |
Operating lease liabilities, less current portion | | 51,064 | | — | |
Total operating lease liabilities | | 77,927 | | — | |
| | | | | |
Current finance lease obligations | | 1,265 | | 1,308 | |
Finance lease liabilities, less current portion | | 1,838 | | 2,481 | |
Total Finance lease liabilities | | 3,103 | | 3,789 | |
| | | | | |
Total Lease liability | | 81,030 | | 3,789 | |
| | June 30, 2019 | |
Weighted Average Remaining Lease Term (Years) | | | |
Weighted average remaining lease term — finance leases | | 1.18 | |
Weighted average remaining lease term — operating leases | | 3.24 | |
| | | |
Weighted Average Discount Rate | | | |
Weighted discount rate — finance lease | | 6.25 | % |
Weighted discount rate — operating lease | | 7.94 | % |
25
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
The Company’s operating leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the terms deemed reasonable to exercise. Maturities of lease liabilities are as follows:
(US$ thousands) | | Operating lease | | Finance lease | |
Year ending December 31, | | | | | |
2019 | | $ | 16,013 | | $ | 712 | |
2020 | | 30,436 | | 2,568 | |
2021 | | 22,362 | | — | |
2022 | | 8,434 | | — | |
2023 | | 8,427 | | — | |
Thereafter | | 2,103 | | — | |
Total lease payments | | 87,775 | | 3,280 | |
Less imputed interest | | (9,848 | ) | (177 | ) |
Total lease liability | | $ | 77,927 | | $ | 3,103 | |
11. Income Taxes
The Company is a corporation for U.S. federal and state income tax purposes. The Company’s accounting predecessor, Coronado Group LLC, was and is treated as a flow-through entity for U.S. federal income tax purposes and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, the historical results of operations and other financial information set forth in the Company’s registration statement on Form 10, as amended, filed with the SEC and ASX on June 28, 2019, for periods prior to the incorporation of the Company and the Reorganization Transaction do not include any provision for U.S. income taxes.
For the three and six months ended June 30, 2019 and 2018, the Company estimated its annual effective tax rate and applied this effective tax rate to its year-to-date pretax income at the end of the interim reporting period. The tax effect of unusual or infrequently occurring items, including effects of changes in tax laws or rates and changes in judgment about the realizability of deferred tax assets, are reported in the interim period in which they occur. The Company’s 2019 estimated annual effective tax rate, including discrete items, is 29.4%. The Company had income tax expense of $47.0 million and $89.0 million for the three and six months ended June 30, 2019 respectively.
Income tax expense of $13.0 million for the three months ended June 30, 2018 and $5.5 million for the six months ended June 30, 2018 related solely to the Company’s Australian Operations and was calculated based on effective tax rate for the period, before any discrete items, of 13%.
The Company’s U.S. entities had no income tax expense for the three and six months ended June 30, 2018 because prior to September 19, 2018 they were treated as partnerships for U.S. income tax purposes.
12. Interest Bearing Liabilities
The Company has a Multicurrency Revolving Syndicated Facility Agreement, or SFA, dated September 15, 2018, comprising of Facility A ($350 million loan facility) and Facility B (A$370 million bank guarantee facility). The SFA provides that the Company may borrow funds from Facility A for a period of one, two, three or six months, each referred to as a Term. The interest rate is set at the commencement of each Term. At the end of each Term, the Company may elect to repay the loan or extend any loan amount outstanding for a further period of one, two, three or six months. The Term of the loan cannot extend beyond the termination date of the SFA, being February 15, 2022.
During the period January 1, 2019 to June 30, 2019 the Company borrowed $104.0 million under the SFA to fund the dividend payment made on March 29, 2019 of $299.7 million, and for other working capital purposes. The funds borrowed were fully repaid by June 30, 2019. There were no interest-bearing liabilities outstanding under the SFA at June 30, 2019 and at December 31, 2018.
13. Contract Obligations
The following is a summary of the contract obligations as of June 30, 2019:
(US$ thousands) | | Short-term | | Long-term | | Total | |
Coal leases contract liability | | $ | 843 | | 21,774 | | 22,617 | |
Stanwell below market coal supply agreement | | 34,223 | | 202,659 | | 236,882 | |
| | $ | 35,066 | | 224,433 | | 259,499 | |
26
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
The following is a summary of the contract obligations as of December 31, 2018:
(US$ thousands) | | Short-term | | Long-term | | Total | |
Terminal services contract liability | | $ | 2,717 | | 11,549 | | 14,266 | |
Coal leases contract liability | | 844 | | 22,354 | | 23,198 | |
Stanwell below market coal supply agreement | | 35,555 | | 219,675 | | 255,230 | |
| | $ | 39,116 | | 253,578 | | 292,694 | |
On adoption of ASC 842 — Leases the Terminal services contract liability was eliminated against the Terminal services Right of Use Asset on the unaudited Condensed Consolidated Balance Sheet.
14. Deferred Consideration Liability
On August 14, 2018 the Company completed the purchase of the Stanwell Reserved Area, or the SRA, adjacent to the current Curragh mining tenements. This area was acquired on a deferred consideration basis and on acquisition the Company recognized a “Right-to-mine-asset” and a corresponding deferred consideration liability of $155.2 million, calculated using a pre-tax discount rate of 13% representing fair value of the arrangements and the date of acquisition. The deferred consideration liability will reflect passage of time changes by way of an annual accretion at the pre-tax discount rate of 13% while the liability will decrease as domestic coal is supplied to Stanwell from the SRA. The accretion of deferred consideration is recognized in “Interest expense, net” in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.
(US$ thousands) | | June 30, 2019 | | December 31, 2018 | |
Stanwell Reserved Area deferred consideration | | $ | 164,148 | | 155,332 | |
| | $ | 164,148 | | 155,332 | |
15. Earnings per Share
Basic earnings per share of common stock is computed by dividing net income attributable to the Company for the period, by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. There were no traded shares of common stock outstanding prior to October 23, 2018, therefore no earnings per share information has been presented for any period prior to that date.
Basic and diluted earnings per share was calculated as follows (in thousands, except per share data):
(US$ thousands, except per share data) | | Three months ended June 30, 2019 | | Six months ended June 30, 2019 | |
Numerator: | | | | | |
Net Income | | $ | 117,506 | | $ | 214,326 | |
Less: Net income attributable to Non-controlling interest | | (4 | ) | (4 | ) |
Net Income attributable to Company stockholders | | $ | 117,510 | | $ | 214,330 | |
Denominator: | | | | | |
Weighted-average shares of common stock outstanding | | 96,652 | | 96,652 | |
Effects of dilutive shares | | 3 | | 4 | |
Weighted average diluted shares of common stock outstanding | | 96,655 | | 96,656 | |
Earnings Per Share (US$): | | | | | |
Basic | | $ | 1.22 | | $ | 2.22 | |
Dilutive | | $ | 1.22 | | $ | 2.22 | |
16. Derivatives and Fair Value Measurement
a) Derivatives
The Company may use derivative financial instruments to manage its risk in the normal course of operations, including foreign currency risks, price risk related to forecast purchase of raw materials (such as gas or diesel) and interest rate risk. Derivatives are exclusively used for cashflow hedges purposes and hedging for speculative purposes is strictly prohibited under the Treasury Risk Management Policy approved by our Board of Directors.
In 2018, the Company entered into forward derivative contracts with an aggregate notional amount of $44.6 million to hedge its exposure to diesel fuel prices for diesel fuel that is used in the operations at Curragh. The aggregated notional amount of these
27
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
derivative contracts at June 30, 2019 was $24.0 million. During the three months ended June 30, 2019 the Company entered into additional derivative contracts, with a notional amount of $59.1 million, to hedge its exposure to diesel fuel prices in relation to Curragh consumption of diesel fuel in 2020. The aggregate notional amount for all outstanding derivative contracts was $ 83.1 million at June 30, 2019. The forward diesel fuel contracts were designated as cash flow hedges.
The fair value of derivatives reflected in the accompanying unaudited Condensed Consolidated Balance Sheet are set forth in the table below:
| | | | June 30, 2019 | | December 31, 2018 | |
(US$ thousands) | | Classification | | Derivative asset | | Derivative liability | | Derivative asset | | Derivative liability | |
Forward fuel contracts | | Other current liabilities | | — | | — | | — | | 5,402 | |
| | Other current asset | | 2,317 | | — | | — | | — | |
| | Other non-current assets | | 1,308 | | — | | — | | — | |
| | | | 3,625 | | — | | — | | 5,402 | |
The forward fuel contracts were designated as cash flow hedges. The following table presents our details of these outstanding hedge contracts:
| | June 30, 2019 | | December 31, 2018 | |
(in thousands) | | Notional amount | | Unit of measure | | Varying maturity dates | | Notional amount | | Unit of measure | | Varying maturity dates | |
Designated forward fuel contracts | | 176,342 | | Liters | | July 2019 — December 2020 | | 93,420 | | Liters | | January 2019 — December 2019 | |
Other derivatives
During the six months ended June 30, 2018 the Company entered into a foreign exchange swap contract to hedge against the exposure fluctuations in the Australian Dollar against the U.S. Dollar on the purchase price of Curragh between the Agreement date and the completion date. The Company elected not to formally designate the swaps as cash flow hedges. As such, the Company accounted for the foreign exchange swaps as an economic hedge and recorded at fair value at the end of each reporting period. Pursuant with ASC 815, the foreign exchange swaps were initially recorded at fair value and all subsequent changes were recorded to “Other, net” (see Note 5 — “Other, net”) within the unaudited Condensed Consolidated Statements of Operations. As of June 30, 2019, the Company did not have any foreign exchange swaps outstanding.
b) Fair Value of Financial Instruments
The fair value of a financial instrument is the amount that will be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial instruments involve uncertainty and cannot be determined with precision.
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 Inputs: Other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Financial Instruments Measured on a Recurring Basis
As of June 30, 2019, the Company has the following liabilities that are required to be measured at fair value on a recurring basis:
· Forward commodity contracts: valued based on a valuation that is corroborated by the use of market-based pricing (Level 2)
· Contingent royalty: fair value is determined using the Black-Scholes option pricing formula (Level 3)
· VSM: fair value is determined using the projected cash flow analysis (Level 3)
The following tables set forth the hierarchy of the Company’s net financial liabilities positions for which fair value is measured on a recurring basis as of June 30, 2019:
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Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
(US$ thousands) | | Level 1 | | Level 2 | | Level 3 | | Total | |
Forward commodity contracts | | $ | — | | 3,625 | | — | | 3,625 | |
Contingent royalty | | — | | — | | 10,073 | | 10,073 | |
VSM | | — | | — | | 351 | | 351 | |
| | $ | — | | 3,625 | | 10,424 | | 14,049 | |
The Company’s net financial liability positions for which fair value is measured on a recurring basis as of December 31, 2018 was as follows:
(US$ thousands) | | Level 1 | | Level 2 | | Level 3 | | Total | |
Forward commodity contracts | | $ | — | | 5,402 | | — | | 5,402 | |
Contingent royalty | | — | | — | | 17,216 | | 17,216 | |
VSM | | — | | — | | 12,987 | | 12,987 | |
| | $ | — | | 5,402 | | 30,203 | | 35,605 | |
Contingent Royalty Consideration
Key assumptions in the valuation include the gross sales price forecast, export volume forecast, volatility, the risk-free rate, and credit-spread of the Company.
| | Quantitative Information about Level 3 Fair Value Measurements |
(US$ thousands) | | Fair value at June 30, 2019 | | Valuation technique | | Unobservable input | | Range (Weighted Avg.) |
Contingent Royalty Liability(1) | | $ | 10,073 | | Black-Scholes Options model | | Gross sales price forecast per ton | | $104.0 to $111.9 ($109.8) |
| | | | | | Export volume forecast (000’s) | | 5,221 tons over 21 months |
| | | | | | Volatility | | 15.6% |
| | | | | | Risk-free rate | | 2.11% to 2.37% (2.29%) |
| | | | | | Company credit spread | | 0.072 |
| | | | | | | | | |
(1) $6.9 million of this amount is classified as a current liability with the remaining $3.1 million classified as a non-current liability.
Value Share Mechanism
Key assumptions in the valuation sales price forecast, expected volume forecast, tax rate and Foreign Exchange, or FX, rate.
| | Quantitative Information about Level 3 Fair Value Measurements |
(US$ thousands) | | Fair value at June 30, 2019 | | Valuation technique | | Unobservable input | | Range (Weighted Avg.) |
Value Share Mechanism (VSM) | | $ | 351 | | Projected cash flows | | Gross sales price forecast per ton | | $131.3 to $146.8 ($137.8) |
| | | | | | Tax rate | | 30.00% |
| | | | | | FX rate | | 0.7020 |
| | | | | | | | | |
Given the remaining period of the VSM obligation is short-term, the valuation technique has been changed from Monte Carlo simulation to a projected cash flow analysis.
29
Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
The following is a summary of all the activity related to the contingent royalty liability and value share mechanism:
| | Six months ended June 30, 2019 activity | |
(US$ thousands) | | Account classification | | Contingent Royalty Liability | | VSM | | Incurred royalties | | Total | |
Beginning balance at January 1, 2019: | | | | $ | 17,216 | | 12,987 | | 8,295 | | 38,498 | |
Statement of Operation activity: | | | | | | | | | | | |
Contingent liability / VSM expense incurred | | Other royalties | | | | | | 15,105 | | 15,105 | |
Decrease in VSM Liability value | | Other royalties | | | | (12,636 | ) | | | (12,636 | ) |
Decrease in Contingent Royalty Liability value | | Other royalties | | (7,143 | ) | | | | | (7,143 | ) |
Total Statement of Operations activity: | | | | $ | (7,143 | ) | (12,636 | ) | 15,105 | | (4,674 | ) |
Cash paid to CONSOL/Wesfarmers | | | | | | | | (18,384 | ) | (18,384 | ) |
Balance sheet: | | | | | | | | | | | |
Royalties payable to CONSOL/Wesfarmers | | Accrued expenses and other liabilities | | | | | | 5,016 | | 5,016 | |
VSM Liability | | Contingent royalty consideration—current | | | | 351 | | | | 351 | |
Contingent Royalty Liability | | Contingent royalty consideration | | 10,073 | | | | | | 10,073 | |
Total liabilities | | | | $ | 10,073 | | 351 | | 5,016 | | 15,440 | |
There are no other fair value measurements of assets and liabilities that are measured at fair value on a nonrecurring basis as of June 30, 2019 and December 31, 2018.
Other Financial Instruments
The following methods and assumptions are used to estimate the fair value of other financial instruments as of June 30, 2019 and December 31, 2018:
· Cash and restricted cash, accounts receivable, accounts payable, accrued expenses, lease liabilities and other current financial liabilities: The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets approximate fair value due to the short maturity of these instruments.
· Deposits and reclamation bonds, lease liabilities and other financial liabilities: The fair values approximate the carrying values reported in the unaudited Condensed Consolidated Balance Sheets.
17. Commitments
a) Mineral Leases
The Company leases mineral interests and surface rights from land owners under various terms and royalty rates. The future minimum royalties under these leases are as follows:
(US$ thousands) | | Amount | |
Year ending December 31, | | | |
2019 | | 2,624 | |
2020 | | 5,313 | |
2021 | | 5,175 | |
2022 | | 5,010 | |
2023 | | 4,935 | |
Thereafter | | 25,884 | |
Total | | 48,941 | |
Mineral leases are not in scope of ASC 842 and continue to be accounted for under the guidance in ASC 932, Extractive Activities — Mining.
b) Other commitments
As of June 30, 2019, purchase commitments for capital expenditures were $23.8 million, all of which is obligated within the next 12 months.
The Company has entered into fixed price contracts to purchase fuel for the U.S. Operations. As of June 30, 2019, the commitment for fuel purchases were $5.6 million, all of which is obligated within the six months to December 31, 2019.
In Australia, the Company has generally secured the ability to transport coal through rail contracts and coal export terminal contracts that are primarily funded through take-or-pay arrangements with terms ranging up to 11 years. In the U.S., the Company typically negotiates its rail and coal terminal on an annual basis. As of June 30, 2019, these Australian and U.S. commitments under take-or-pay arrangements totaled $1.04 billion, of which approximately $90.3 million is obligated within the next year.
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Coronado Global Resources, Inc.
Notes to Consolidated Financial Statements
18. Related-Party Transactions
X-Coal
During the three and six months ended June 30, 2019 the Company sold coal to Xcoal Energy and Resources, or Xcoal, an entity associated with Non-Executive director, Mr. Ernie Thrasher. Revenues from Xcoal of $135.3 million and $98.5 million, respectively, are recorded as coal revenues on the unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2019 and 2018. Revenues from Xcoal of $293.2 million and $213.0 million, respectively, are recorded as coal revenues on the unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2019 and 2018. At June 30, 2019 amounts due from Xcoal in respect of coal sales were $59.7 million. As of December 31, 2018, amounts due from Xcoal in respect of coal sales were $36.0 million. These balances are included in related party receivables.
19. Contingencies
In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as letters of credit and performance or surety bonds. No liabilities related to these arrangements are reflected in the Company’s unaudited Condensed Consolidated Balance Sheet. Management does not expect any material losses to result from these guarantees or off-balance sheets financial instruments.
Facility B of the SFA provides A$370 million for issuing bank guarantees in Australian dollars. At June 30, 2019 Facility B of the SFA had been utilized to issue A$ 268.5 million of bank guarantees on behalf of the Company. In order to satisfy an obligation to provide a U.S. dollar bank guarantee to a third party, on June 12, 2019, the Company entered into a Bank Guarantee Facility Agreement with Westpac Banking Corporation with a limit of $28.6 million. At June 30, 2019, this facility was fully utilized to issue a bank guarantee to a third party for $28.6 million.
Curragh is a co-defendant to proceedings in the Queensland Supreme Court brought by Aurizon. Aurizon’s claim relates to costs relating to the co-defendants’ use of the Wiggins Island Coal Export Terminal Pty Ltd, or WICET, rail links, in particular, whether the “First Milestone Target Date”, which triggers certain “WIRP Fee” payments under the Wiggins Island Rail Project Deed, or WIRP Deed, has been achieved. On June 27, 2019, the Queensland Supreme Court delivered judgements in favor of Aurizon against Coronado Curragh Pty Ltd and the other co-defendants. The Company intends to continue to strongly contest the matter. The Company, together with the other co-defendants, lodged a notice of appeal of the Queensland Supreme Court judgement on July 25, 2019. It is currently expected that, were Aurizon successful in the ultimate result of the litigation and expert determinations, Coronado Curragh Pty Ltd would be required to pay approximately A$2.3 million per annum for the term of the WIRP Deed (which is 233 months). Resolution of this dispute would also result in the Company’s below rail access to WICET (of 1.5 MMtpa) becoming a firm contractual capacity entitlement (and the subject of a 20 year take-or-pay access agreement) instead of an ad hoc entitlement only. The Company’s unaudited Condensed Consolidated Balance Sheet includes an estimated loss contingency associated with these proceedings of approximately $4.2 million and $3.5 million as at June 30, 2019 and December 31, 2018, respectively.
From time to time, the Company becomes a party to other legal proceedings in the ordinary course of business in Australia, the U.S. and other countries where the Company does business. Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its financial condition, results of operations or cash flows.
The liabilities recorded in relation to the above litigations do not include estimated future costs associated with legal representation, which, in accordance with the Company’s policy, are expensed as incurred. In management’s opinion, the Company is not currently involved in any legal proceedings, which individually or in the aggregate could have a material effect on the financial condition, results of operations and/or liquidity of the Company.
20. Subsequent Events
On August 5, 2019, the Board of Directors declared a fully franked interim dividend of $0.112 per Chess Depository Instrument, or CDI. The dividend will have a record date of August 26, 2019, payable on September 20, 2019. Holders of CDIs trading on the ASX who elect to receive the dividend in Australian currency will be paid based on the exchange rate on the record date. The ex-dividend date will be August 23, 2019.
On August 5, 2019, the Board of directors declared a return of capital of $0.298 per CDI. The return of capital will have a record date of August 26, 2019, payable on September 20, 2019. Holders of CDIs trading on the ASX who elect to receive the return of capital in Australian currency will be paid based on the exchange rate on the record date.
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Appendix A — Cautionary Notice Regarding Forward-Looking Statement
This report contains forward-looking statements concerning our business, operations, financial performance and condition, the coal, steel and other industries, as well as our plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements may be identified by words such as “may,” “could,” “believes,” “estimates,” “expects,” “intends,” “considers”, “forecasts”, “targets” and other similar words that involve risk and uncertainties. Forward-looking statements provide management’s current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company’s control, that are described in our Registration Statement on Form 10 Amendment No.2 filed with the ASX and SEC on 28 June 2019, as well as additional factors we may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at our website at www.coronadoglobal.com.au. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties
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Appendix B — Reconciliation of Non-GAAP Financial Measures
How We Evaluate Our Operations
We evaluate our operations based on the volume of coal we can safely produce and sell in compliance with regulatory standards, and the prices we receive for our coal. Our sales volume and sales prices are largely dependent upon the terms of our coal sales contracts, for which prices generally are set based on daily index averages or on a quarterly basis.
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include: (i) safety and environmental metrics; (ii) sales volumes and average realized price per Mt sold, which we define as coal revenues divided by sales volume; (iii) Met sales volumes and average realized met price per Mt sold, which we define as met coal revenues divided by met sales volume; (iv) average segment mining costs per Mt sold, which we define as cost of coal revenues divided by sales volumes; and (v) average segment operating costs per Mt sold, which we define as segment operating costs divided by sales volumes.
Coal revenues are shown on our statement of operations and comprehensive income exclusive of other revenues. Operating expenses are inclusive of cost of coal revenues, freight expense, Stanwell rebate and other royalties and exclude depreciation, depletion and amortization, and selling, general, and administrative expenses. Cost of coal revenues is shown on our statement of operations and comprehensive income exclusive of freight expense, Stanwell rebate, other royalties, depreciation, depletion and amortization and selling, general and administrative expenses. Cost of coal revenues excludes these cost components as our chief operating decision maker, or CODM, does not view these costs as directly attributable to the production of coal. We believe our presentation of cost of coal revenues is useful to investors in providing an accurate view of the costs directly attributable to the production of coal in our mining costs segment. Additionally, for our international sales contracts, we typically bear the cost of freight from our mines to the applicable outbound shipping port, while freight costs from the port to the end destination are typically borne by the customer. For our domestic sales, customers typically bear the cost of freight. As such, freight expenses are excluded from cost of coal revenues to allow for consistency and comparability in evaluating our operating performance.
This report which includes a discussion of results of operations includes references to and analysis of certain non-GAAP measures (as described below) which are financial measures not recognised in accordance with U.S. GAAP. Non-GAAP financial measures are used by the Company and investors to measure operating performance.
Management uses a variety of financial and operating metrics to analyse performance. These metrics are significant factors in assessing operating results and profitability. These financial and operating metrics include: (i) safety and environmental metrics; (ii) Adjusted EBITDA (iii) sales volumes and average realised price per Mt or metallurgical coal sold, which we define as metallurgical coal revenues divided by metallurgical sales volume; and (iv) average mining costs per Mt sold, which we define as cost of coal revenues divided by sales volumes.
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, depletion and amortization, other foreign exchange losses and loss on debt extinguishment. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies. A reconciliation of Adjusted EBITDA to its most directly comparable measure under U.S. GAAP is included below. In addition, we present Adjusted EBITDA on a supplemental pro forma basis.
Segment Adjusted EBITDA is defined as Adjusted EBITDA by operating and reporting segment, adjusted for certain transactions, eliminations or adjustments that our CODM does not consider for making decisions to allocate resources among segments or assessing segment performance. Segment EBITDA is used as a supplemental financial measure by management and by external users of our financial statements such as investors, industry analysts and lenders to assess the operating performance of the business.
The pro forma reconciliation for the comparative six months ended June 30, 2018, presented in the table below, has been derived from the unaudited consolidated pro forma statements of operations included in Appendix C and give effect to each of the Curragh acquisition as if it had occurred on January 1, 2018.
Reconciliations of certain forward-looking non-GAAP financial measures, including our 2019 EBITDA guidance, to the most directly comparable GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of items impacting comparability and the periods in which such items may be recognised. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
33
1. Mining and operating costs for Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018
A reconciliation of segment costs and expenses, segment operating costs, and segment mining costs is shown below:
| | For Six Months Ended June 30, 2019 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other / Corporate | | Total Consolidated | |
Total costs and expenses | | 564,658 | | 157,770 | | 134,457 | | 39,703 | | 18,156 | | 914,744 | |
Less: Selling, general and administrative expense | | (332 | ) | — | | — | | — | | (17,979 | ) | (18,311 | ) |
Less: Depreciation, depletion and amortization | | (42,157 | ) | (22,675 | ) | (13,532 | ) | (6,738 | ) | (177 | ) | (85,279 | ) |
Total operating costs | | 522,169 | | 135,095 | | 120,925 | | 32,965 | | — | | 811,154 | |
Less: Other royalties | | (77,100 | ) | (4,284 | ) | (9,996 | ) | (2,042 | ) | — | | (93,422 | ) |
Less: Stanwell rebate | | (94,674 | ) | — | | — | | — | | — | | (94,674 | ) |
Less: Freight expenses | | (78,194 | ) | (526 | ) | (6,164 | ) | (4,478 | ) | — | | (89,362 | ) |
Total mining costs | | 272,201 | | 130,285 | | 104,765 | | 26,445 | | — | | 533,696 | |
| | For Six Months Ended June 30, 2018 | |
| | Curragh | | Buchanan | | Logan | | Greenbrier | | Other / Corporate | | Total Consolidated | |
Total costs and expenses | | 309,469 | | 183,678 | | 112,148 | | 45,120 | | 51,844 | | 702,259 | |
Less: Selling, general and administrative expense | | (439 | ) | — | | — | | — | | (51,844 | ) | (52,283 | ) |
Less: Depreciation, depletion and amortization | | (22,019 | ) | (22,864 | ) | (12,704 | ) | (6,815 | ) | — | | (64,402 | ) |
Total operating costs | | 287,011 | | 160,814 | | 99,444 | | 38,305 | | — | | 585,574 | |
Less: Other royalties | | (38,242 | ) | (35,132 | ) | (7,000 | ) | (2,613 | ) | — | | (82,987 | ) |
Less: Stanwell rebate | | (32,812 | ) | — | | — | | — | | — | | (32,812 | ) |
Less: Freight expenses | | (38,294 | ) | (1,805 | ) | (3,269 | ) | (1,787 | ) | — | | (45,155 | ) |
Total mining costs | | 177,663 | | 123,877 | | 89,175 | | 33,905 | | — | | 424,620 | |
| | For six Months Ended June 30, 2019 | | For six Months Ended June 30, 2018 Pro forma | |
Total costs and expenses | | 914,744 | | 942,885 | |
Less: Selling, general and administrative expense | | 18,311 | | 15,977 | |
Less: Depreciation, depletion and amortization | | 85,279 | | 86,636 | |
Total operating costs | | 811,154 | | 840,272 | |
Less: Other royalties | | 93,422 | | 112,230 | |
Less: Stanwell rebate | | 94,674 | | 75,939 | |
Less: Freight expenses | | 89,362 | | 81,977 | |
Total mining costs | | 533,696 | | 570,126 | |
Sales Volume (Mt) | | 10,386 | | 9,863 | |
Average mining costs per tonne sold | | $ | 51.4/t | | 57.8/t | |
| | | | | | |
2. Average Realised Price Reconciliation
| | For the six months ended June 30, 2019 | |
(In US$’000, except for volume data) | | Australian Operations | | U.S. Operations | | Consolidated | |
Total Revenues | | 794,182 | | 440,153 | | 1,234,335 | |
Less: Other revenues | | 18,240 | | 3,608 | | 21,848 | |
Total coal revenues | | 775,942 | | 436,545 | | 1,212,487 | |
Less: Thermal coal revenues | | 47,978 | | 29,010 | | 76,989 | |
Metallurgical coal revenues | | 727,964 | | 407,535 | | 1,135,499 | |
Volume of Metallurgical coal sold (Mt) | | 4,778 | | 3,482 | | 8,260 | |
Average realised metallurgical coal price per Mt sold | | $ | 152.3/t | | $ | 117.0/t | | $ | 137.5/t | |
| | | | | | | | | | |
34
| | For the six months ended June 30, 2018 | |
(In US$’000, except for volume data) | | Australian Operations | | U.S. Operations | | Consolidated | |
Total Revenues | | 703,879 | | 412,304 | | 1,116,183 | |
Less: Other revenues | | 15,851 | | 2,492 | | 18,342 | |
Total coal revenues | | 688,028 | | 409,812 | | 1,097,841 | |
Less: Thermal coal revenues | | 49,217 | | 27,294 | | 76,512 | |
Metallurgical coal revenues | | 638,811 | | 382,518 | | 1,021,329 | |
Volume of Metallurgical coal sold (Mt) | | 4,124 | | 3,514 | | 7,638 | |
Average realised metallurgical coal price per Mt sold | | 154.9/t | | 108.9/t | | 133.7/t | |
3. Adjusted EBITDA
| | For Three Months Ended June 30, | | For Six Months Ended June 30, | |
| | 2019 | | 2018 | | 2019 | | 2018 | |
| | ($ in thousands) | |
Reconciliation to Adjusted EBITDA: | | | | | | | | | |
Net Income | | 117,506 | | 59,322 | | 214,326 | | 35,651 | |
Add: Depreciation, depletion and amortization | | 45,508 | | 42,594 | | 85,279 | | 64,402 | |
Add: Interest expense (net of income) | | 9,087 | | 18,987 | | 17,264 | | 25,488 | |
Add: Other foreign exchange losses (gains) | | 3,157 | | 5,290 | | (557 | ) | 6,848 | |
Add: Loss on retirement of debt | | — | | — | | — | | 3,905 | |
Add: Income tax expense | | 47,033 | | 12,995 | | 89,043 | | 5,534 | |
Adjusted EBITDA | | 222,291 | | 139,188 | | 405,355 | | 141,828 | |
4. Pro Forma Curragh financial information
A reconciliation of unaudited pro forma financial data is shown below:
($ in thousands) | | Historical Curragh in US GAAP | | Post-Acquisition | | For six months Ended June 30, | |
Curragh Segment Pro forma | | January 1, 2018 - March 29, 2018 | | March 30, 2018 - June 30, 2018 | | Total Pro forma 2018 | |
Sales Volume (MMt) | | 2.7 | | 3.1 | | 5.8 | |
Total revenues ($) | | 316,500 | | 387,379 | | 703,879 | |
Coal revenues ($) | | 313,494 | | 374,534 | | 688,028 | |
Average realized price per Mt sold | | 114.3 | | 121.2 | | 118.8 | |
Met Sales Volume (MMt) | | 1.9 | | 2.2 | | 4.1 | |
Met coal Revenues ($) | | 289,325 | | 349,486 | | 638,811 | |
Average realized met price per Mt sold ($) | | 150.6 | | 158.3 | | 154.7 | |
Mining costs ($) | | 145,506 | | 177,699 | | 323,205 | |
Mining cost per Mt sold ($) | | 53.1 | | 57.5 | | 55.8 | |
Operating costs ($) | | 254,698 | | 286,913 | | 541,611 | |
Operating costs per Mt sold ($) | | 94.3 | | 92.9 | | 93.6 | |
Segment Adjusted EBITDA ($) | | 64,785 | | 99,979 | | 164,764 | |
($ in thousands) | | Historical Curragh in US GAAP | | Post-Acquisition | | For six months Ended June 30, | |
Curragh Segment Pro forma Reconciliation to Adjusted EBITDA: | | January 1, 2018 - March 29, 2018 | | March 30, 2018 - June 30, 2018 | | Total Pro forma 2018 | |
Net Income (loss) | | (308,947 | ) | 54,217 | | (254,730 | ) |
Add: Income tax expense (benefit) | | 17,772 | | 23,867 | | 41,639 | |
Add: Interest expense (net of income) | | 341,703 | | (124 | ) | 341,579 | |
Add: Depreciation, depletion and amortization | | 14,257 | | 22,019 | | 36,276 | |
Adjusted EBITDA | | 64,785 | | 99,979 | | 164,764 | |
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5. Net tangible asset backing per Ordinary Share/ CDI
| | June 30, 2019 | |
| | ($ in thousands) | |
Total Assets | | 2,218,483 | |
Less: Goodwill | | 28,008 | |
Less: Intangible assets | | 5,221 | |
Less: Total liabilities | | 1,044,531 | |
Net tangible assets | | 1,140,723 | |
| | | |
Number of ordinary shares | | 96,651,692 | |
Net tangible assets backing per ordinary Security $ | | 11.80 | |
Number of CDIs | | 966,516,920 | |
Net tangible assets backing per CDI $ | | 1.18 | |
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Appendix C — Unaudited Pro Forma Combined Financial Information
The following unaudited consolidated pro forma statements of operations present the combination of the historical financial statements of Coronado and Curragh, adjusted to give effect to the acquisition of Wesfarmers Curragh Pty Ltd by Coronado, we refer to as the Curragh acquisition.
The unaudited consolidated pro forma statement of operations for the six months ended June 30, 2018 combine the historical consolidated statement of operations of Coronado and the historical combined statement of operations for Curragh, giving effect to the acquisition of Wesfarmers Curragh Pty Ltd by Coronado as if they had been consummated on January 1, 2018. This will facilitate a pro forma comparison between the six months ended June 30, 2019 and June 30, 2018 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. We believe a discussion of these two periods is more meaningful as it is on a comparable basis.
The unaudited consolidated pro forma statements of operations do not reflect the costs of any integration activities or benefits. The unaudited pro forma adjustments are based upon current available information and assumptions that Coronado believes to be reasonable. The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages.
The unaudited consolidated pro forma statements of operations are for informational purposes only and are not intended to represent or to be indicative of the actual results of operations or financial position that the combined business of Coronado and Curragh would have reported had the transactions been completed as of the dates set forth in the unaudited consolidated pro forma statements of operations and should not be taken as being indicative of Coronado’s future consolidated results of operation. The actual results may differ significantly from those reflected in the unaudited consolidated pro forma statements of operations for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited consolidated pro forma statements of operations and actual amounts. As a result, the pro forma consolidated information does not purport to be indicative of what the results of operations would have been had the transaction been completed on the applicable dates of the unaudited consolidated pro forma statements of operations.
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Unaudited consolidated pro forma statement of operations for the six months ended June 30, 2018
(U.S. dollars and AUD in thousands)
| | | | Historical 1 January 2018 to 29 March 2018 | | | | | |
| | Historical | | | | | | Note 2(b) | | | | Note 2(c) | | Pro Forma | | | |
| | Coronado | | | | | | IFRS to US | | Curragh | | Curragh in | | adjustments | | | |
| | Global | | | | Note 2(a) | | GAAP | | in US | | USD and US | | Pro forma | | | | Consolidated | |
| | Resources Inc. | | Curragh | | Reclassification | | Adjustments | | GAAP | | GAAP | | adjustments | | Note 2 | | pro forma | |
| | USD | | AUD | | AUD | | AUD | | AUD | | USD | | USD | | | | USD | |
Revenues: | | | | | | | | | | | | | | | | | | | |
Coal revenues | | 561,363 | | 406,696 | | — | | — | | 406,696 | | 313,494 | | — | | | | 874,857 | |
Coal revenues from related parties | | 222,983 | | — | | — | | — | | — | | — | | — | | | | 222,983 | |
Other Revenues | | 15,337 | | — | | — | | — | | — | | — | | 3,006 | | (d) | | 18,343 | |
Total Revenues | | 799,683 | | 406,696 | | — | | — | | 406,696 | | 313,494 | | 3,006 | | | | 1,116,183 | |
Cost and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of coal revenues (exclusive of items shown separately below) | | 424,620 | | 204,132 | | (15,367 | ) | — | | 188,765 | | 145,506 | | — | | | | 570,126 | |
Depreciation, depletion and amortization | | 64,402 | | — | | 16,971 | | 1,525 | | 18,496 | | 14,257 | | 7,977 | | (e) | | 86,636 | |
Freight expense | | 45,155 | | — | | 47,769 | | — | | 47,769 | | 36,822 | | — | | | | 81,977 | |
Stanwell rebate | | 32,812 | | — | | 55,949 | | — | | 55,949 | | 43,127 | | — | | | | 75,939 | |
Other royalty expenses | | 82,987 | | 93,886 | | (55,949 | ) | — | | 37,937 | | 29,243 | | — | | | | 112,230 | |
Impairment | | — | | (263,097 | ) | — | | 263,097 | | — | | — | | — | | | | — | |
Selling, general, and administrative expenses | | 52,283 | | 50,098 | | (47,769 | ) | — | | 2,329 | | 1,795 | | (38,101 | ) | (f) | | 15,977 | |
Total costs and expenses | | 702,259 | | 85,019 | | 1,604 | | 264,622 | | 351,245 | | 270,750 | | (30,124 | ) | | | 942,885 | |
Operating income | | 97,424 | | 321,677 | | (1,604 | ) | (264,622 | ) | 55,451 | | 42,744 | | 33,130 | | | | 173,298 | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | |
Interest income | | 585 | | — | | — | | — | | — | | — | | — | | | | 585 | |
Interest expense | | (26,073 | ) | (444,895 | ) | 1,604 | | — | | (443,291 | ) | (341,703 | ) | 336,058 | | (g) | | (31,718 | ) |
Loss on debt extinguishment | | (3,905 | ) | — | | — | | — | | — | | — | | 3,905 | | (h) | | — | |
Other, net | | (26,846 | ) | 10,098 | | — | | — | | 10,098 | | 7,784 | | 15,695 | | (i) | | (3,367 | ) |
Total other income (loss), net | | (56,239 | ) | (434,797 | ) | 1,604 | | — | | (433,193 | ) | (333,919 | ) | 355,658 | | | | (34,500 | ) |
Income before tax | | 41,185 | | (113,120 | ) | — | | (264,622 | ) | (377,742 | ) | (291,175 | ) | 388,788 | | | | 138,798 | |
Income tax expense | | (5,534 | ) | (102,443 | ) | — | | 79,387 | | (23,056 | ) | (17,772 | ) | (4,314 | ) | (j) | | (27,620 | ) |
Net income | | 35,651 | | (215,563 | ) | — | | (185,235 | ) | (400,798 | ) | (308,947 | ) | 384,474 | | | | 111,178 | |
Less: Net loss attributable to noncontrolling interest | | (4 | ) | — | | — | | — | | — | | — | | — | | | | (4 | ) |
Net income (loss) attributable to Coronado Global Resources Inc. | | 35,655 | | (215,563 | ) | — | | (185,235 | ) | (400,798 | ) | (308,947 | ) | 384,474 | | | | 111,182 | |
Earnings per share of common stock | | | | | | | | | | | | | | | | | | | |
Basic | | 0.37 | | — | | — | | — | | — | | — | | — | | | | $ | 1.15 | |
Diluted | | 0.37 | | — | | — | | — | | — | | — | | — | | | | $ | 1.15 | |
Average common shares outstanding | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 96,651,692 | | — | | — | | — | | — | | — | | — | | | | 96,651,692 | |
Diluted | | $ | 96,656,067 | | — | | — | | — | | — | | — | | — | | | | 96,656,067 | |
See accompanying notes to the unaudited pro forma consolidated statement of operations.
Note 1. Basis of Preparation
The accompanying unaudited consolidated pro forma statement of operations was prepared in accordance with Article 11 of Regulation S-X and presents the pro forma combined results of operations of Coronado based upon the historical financial statements of each of Coronado and Curragh, after giving effect to the Curragh acquisition and change in tax status, and are intended to reflect the impact of the Curragh acquisition and change in tax status on Coronado’s statement of operations. The accompanying unaudited consolidated pro forma statement of operations has been prepared using, and should be read in conjunction with the consolidated financial statements of Coronado for the three and six months ended June 30, 2019. Assumptions and estimates underlying the pro forma adjustments are described in these notes.
The accompanying unaudited consolidated pro forma statement of operations is presented for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by Coronado if the Curragh acquisition had been consummated as of the beginning of the periods presented or that will be achieved in the future. The unaudited consolidated pro forma statement of operations does not reflect the costs of any integration activities or benefits that may result from realization of synergies expected to result from the Curragh acquisition. In addition, throughout the period presented in the unaudited consolidated pro forma statement of operations until the date of acquisition on March 29, 2018, the operations of Curragh were conducted and accounted for as part of the former shareholder. Curragh’s unaudited combined financial information has been derived from the former shareholder’s historical accounting records and reflect certain allocations of direct costs and expenses. All of the allocations and estimates in such financial information are based on assumptions that the management of the former shareholder believes are reasonable. In the opinion of management, the unaudited consolidated pro forma statement of operations includes all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the period presented. Curragh’s financial information does not necessarily represent the financial position of Curragh had it been operated as a stand-alone company during the period.
The unaudited consolidated pro forma statement of operations combines the historical consolidated statement of operations of Coronado for the three and six months ended June 30, 2018 and the unaudited combined financial information of Wesfarmers Curragh Pty Ltd for the three months ended March 29, 2018, giving effect to the Curragh acquisition as if both had been consummated on January 1, 2018.
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Note 2. Income Statement Adjustments
The unaudited consolidated pro forma statement of operations reflects the following adjustments ($ in thousands):
a) Reclassifications
These adjustments represent reclassifications to conform the accounting presentation of Curragh’s financial statements to Coronado’s financial statements.
b) International Financial Reporting Standards, or IFRS, to U.S. GAAP adjustments (in AUD)
Impairment was adjusted as follows:
| | June 30, 2018 | |
Elimination of Curragh’s impairment reversal(1) | | 263,097 | |
Total IFRS to U.S. GAAP adjustment to impairment expense | | 263,097 | |
(1) Represents the removal of the IFRS, impairment reversal consistent with pushing back the U.S. GAAP acquisition fair values to January 1, 2018 and the prohibition under U.S. GAAP of the reversal of impairment expense.
Depreciation, depletion and amortization was adjusted as follows:
| | June 30, 2018 | |
Adjustment to accretion of Curragh asset retirement obligation(1) | | 1,525 | |
Total IFRS to U.S. GAAP adjustment to depreciation, depletion and amortization expense | | 1,525 | |
(1) Under U.S. GAAP, a company-specific risk adjusted discount rate is used which is higher than the discount rate required by IFRS. The higher discount rate under U.S. GAAP reduces the asset retirement obligation, or ARO, booked initially and results in a higher accretion expense each period as the discounted ARO balance increases.
See Note J for discussion of the calculation of the income tax expense.
c) USD translation rate
In order to translate the Curragh AUD results into USD, an exchange rate of .7708 was utilized. This represents the average exchange rate for the period from January 1, 2018 to June 30, 2018.
d) Other revenues
Other revenues were adjusted as follows:
| | June 30, 2018 | |
Amortization of the Stanwell below market CSA(1) | | 3,006 | |
Total pro forma adjustment to other revenues | | 3,006 | |
(1) Relates to the amortization of the Stanwell below market coal supply agreement, or CSA. The Stanwell below market CSA represents the fair value attributable to the Australian coal supply obligation arising from the Coronado Curragh business combination.
e) Depreciation, depletion and amortization
Depreciation, depletion and amortization were adjusted as follows:
| | June 30, 2018 | |
Adjustment to depreciation of Curragh assets acquired(1) | | 7,977 | |
Total pro forma adjustment to depreciation, depletion and amortization | | 7,977 | |
(1) Represents the adjustment to Curragh’s historical depreciation and amortization as a result of preliminary fair value adjustments to the acquired depreciable assets, mineral reserves and amortizable intangible assets.
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f) Selling, general and administrative
Selling, general and administrative expenses were adjusted as follows:
| | June 30, 2018 | |
Transaction costs(1) | | (38,101 | ) |
Total pro forma adjustment to selling, general and administrative expenses | | (38,101 | ) |
(1) Relates to advisory and legal fees incurred in the year ended June 30, 2018, which are directly attributable to the Curragh acquisition, but which are not expected to have a continuing impact on results following the consummation of the Curragh acquisition.
g) Interest expense
Interest expense was adjusted as follows:
| | June 30, 2018 | |
Eliminate intercompany interest expense(1) | | 341,702 | |
Reversal of Bank of American Term Loan(2) | | 3,828 | |
Recognition of DB Term Loan interest expense(3)(4) | | (8,117 | ) |
Amortization of DB Term Loan debt issuance costs and discount(5) | | (1,355 | ) |
Total pro forma adjustment to interest expense | | 336,058 | |
(1) Represents the removal of the historical interest charge in relation to an intercompany loan Curragh had with its previous shareholder which was assigned to Coronado upon acquisitions and is therefore eliminated in consolidation.
(2) Represents the reversal of interest expense related to the Bank of America Term Loan on Coronado’s Statement of Operations. This loan was extinguished on March 29, 2018 in conjunction with the acquisition of Curragh. In order to represent the financing in-place as if the acquisition occurred on January 1, 2018, the effects of this note have been removed.
(3) Represents additional interest expense related to the DB Term Loan. This $700 million loan, established on March 29, 2018, was used to partially finance the acquisition of Curragh and the additional interest charge reflects this loan as if it were in existence on January 1, 2018. The assumed interest rate for the three months to March 29, 2018 was 8.802%, representing LIBOR plus a 6.5% spread. This is the actual interest rate of the loan at origination. Due to the proximity of the assumed origination (January 1, 2018) and the actual origination (March 29, 2018) as well as the fact the loan was extinguished on October 24, 2018, the interest rate at March 29, 2018 was determined to be representative and more meaningful for the pro forma adjustment than utilizing the current rate.
(4) For each one-eighth of 1% change in estimated interest rate associated with the $700 million DB Term Loan, interest expense would increase or decrease by $.4 million for the six months ended June 30, 2018.
(5) Represents the additional amortization of debt issuance costs and the debt discount associated with the DB Term Loan.
h) Loss on debt extinguishment
Loss on debt extinguishment was adjusted as follows:
| | June 30, 2018 | |
Reversal of debt extinguishment related to the Bank of America Term Loan(1) | | 3,905 | |
Total pro forma adjustment to loss on debt extinguishment expense | | 3,905 | |
(1) Represents the reversal of the debt extinguishment expense related to the Bank of America Term Loan on Coronado’s Statement of Operations. This loan was extinguished on March 29, 2018 in conjunction with the acquisition of Curragh. In order to represent the financing in-place as if the acquisition occurred on January 1, 2018, the effects of this note have been removed.
i) Other, net
Other, net was adjusted as follows:
| | June 30, 2018 | |
Transaction costs(1) | | 15,695 | |
Total pro forma adjustment to selling, general and administrative expenses | | 15,695 | |
(1) Relates to the loss on Foreign Exchange, or FX, swap incurred in the six months ended June 30, 2018, which is directly attributable to the Curragh acquisition as it locked in the USD exchange rate in advance of the purchase of Curragh. This loss on FX swap is not expected to have a continuing impact on results following the consummation of the Curragh acquisition.
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j) Income tax provisions
For purposes of the unaudited pro forma condensed combined financial statements, an Australian statutory tax rate of approximately 30% has been used for pro forma adjustments related to Curragh. A U.S. blended statutory tax rate (Federal and State) of approximately 27% has been used for pro forma adjustments related to the U.S. LLC’s. This does not reflect Coronado’s effective tax rate, which will include other tax items such as state and foreign taxes as well as other tax charges and benefits, and does not take into account any historical or possible future tax events that may impact Coronado following the consummation of the Curragh acquisition.
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