Supplemental Guarantor and Non-Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Supplemental Guarantor and Non-Guarantor Financial Information [Abstract] | |
Supplemental Guarantor and Non-Guarantor Financial Information | Supplemental Guarantor and Non-Guarantor Financial Information |
In accordance with the indentures governing the 9.875% Senior Notes due December 2020 and the 8.50% Senior Notes due April 2021 (collectively the "senior notes"), certain 100% owned U.S. domestic restricted subsidiaries of the Company have fully and unconditionally guaranteed the senior notes on a joint and several basis. Effective November 10, 2014, the subsidiaries that comprise the Company's West Virginia operations were added as guarantors under the indentures governing the senior notes. Prior period balances have been restated to present these subsidiaries as guarantors. The following tables present unaudited condensed consolidating financial information for (i) the Company, (ii) the issuer of the senior notes, (iii) the subsidiaries which are guarantors under the senior notes, and (iv) the subsidiaries which are not guarantors of the senior notes: |
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) |
31-Mar-15 |
(in thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
ASSETS | | | | | | | | | | | | | | |
|
Cash and cash equivalents | $ | 394,156 | | | $ | 281 | | | $ | 40,269 | | | $ | — | | | $ | 434,706 | |
|
Trade receivables, net | — | | | 81,359 | | | 8,139 | | | — | | | 89,498 | |
|
Other receivables | 123,094 | | | 1,984 | | | 1,170 | | | — | | | 126,248 | |
|
Intercompany receivables | — | | | 205,976 | | | 4,949 | | | (210,925 | ) | | — | |
|
Inventories | — | | | 110,545 | | | 61,790 | | | — | | | 172,335 | |
|
Deferred income taxes | 15,984 | | | — | | | 833 | | | — | | | 16,817 | |
|
Prepaid expenses | 5,162 | | | 33,427 | | | 1,572 | | | — | | | 40,161 | |
|
Other current assets | 171 | | | 6,675 | | | 2,120 | | | — | | | 8,966 | |
|
Total current assets | 538,567 | | | 440,247 | | | 120,842 | | | (210,925 | ) | | 888,731 | |
|
Mineral interests, net | — | | | 133,458 | | | 2,686,282 | | | — | | | 2,819,740 | |
|
Property, plant and equipment, net | 6,978 | | | 686,071 | | | 730,998 | | | — | | | 1,424,047 | |
|
Investment in subsidiaries | 3,160,580 | | | 6,528 | | | — | | | (3,167,108 | ) | | — | |
|
Other long-term assets | 43,085 | | | 13,445 | | | 13,389 | | | — | | | 69,919 | |
|
Total assets | $ | 3,749,210 | | | $ | 1,279,749 | | | $ | 3,551,511 | | | $ | (3,378,033 | ) | | $ | 5,202,437 | |
|
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
|
Accounts payable | $ | 6,643 | | | $ | 35,921 | | | $ | 4,983 | | | $ | — | | | $ | 47,547 | |
|
Accrued expenses | 85,059 | | | 57,215 | | | 13,371 | | | — | | | 155,645 | |
|
Intercompany payables | 210,925 | | | — | | | — | | | (210,925 | ) | | — | |
|
Pension and other postretirement benefits obligation | 473 | | | 28,937 | | | — | | | — | | | 29,410 | |
|
Other current liabilities | 170,696 | | | 26,640 | | | 16,261 | | | — | | | 213,597 | |
|
Current debt | 3,001,037 | | | 11,090 | | | 3,147 | | | — | | | 3,015,274 | |
|
Total current liabilities | 3,474,833 | | | 159,803 | | | 37,762 | | | (210,925 | ) | | 3,461,473 | |
|
Pension and other postretirement benefits obligation | 10,516 | | | 632,937 | | | — | | | — | | | 643,453 | |
|
Deferred income taxes | 26,206 | | | — | | | 678,498 | | | — | | | 704,704 | |
|
Other long-term liabilities | 40,506 | | | 98,928 | | | 56,224 | | | — | | | 195,658 | |
|
Total liabilities | 3,552,061 | | | 891,668 | | | 772,484 | | | (210,925 | ) | | 5,005,288 | |
|
Stockholders' equity | 197,149 | | | 388,081 | | | 2,779,027 | | | (3,167,108 | ) | | 197,149 | |
|
Total liabilities and stockholders' equity | $ | 3,749,210 | | | $ | 1,279,749 | | | $ | 3,551,511 | | | $ | (3,378,033 | ) | | $ | 5,202,437 | |
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) |
31-Dec-14 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
ASSETS | | | | | | | | | | | | | | |
|
Cash and cash equivalents | $ | 421,533 | | | $ | 1,117 | | | $ | 45,882 | | | $ | — | | | $ | 468,532 | |
|
Trade receivables, net | — | | | 88,959 | | | 2,098 | | | — | | | 91,057 | |
|
Other receivables | 123,659 | | | 2,193 | | | 1,185 | | | — | | | 127,037 | |
|
Intercompany receivables | — | | | 206,118 | | | 14,952 | | | (221,070 | ) | | — | |
|
Inventories | — | | | 110,882 | | | 90,716 | | | — | | | 201,598 | |
|
Deferred income taxes | 15,986 | | | — | | | 833 | | | — | | | 16,819 | |
|
Prepaid expenses | 3,424 | | | 40,044 | | | 2,722 | | | — | | | 46,190 | |
|
Other current assets (1) | 106 | | | 7,029 | | | 2,150 | | | — | | | 9,285 | |
|
Total current assets | 564,708 | | | 456,342 | | | 160,538 | | | (221,070 | ) | | 960,518 | |
|
Mineral interests, net | — | | | 135,377 | | | 2,701,424 | | | — | | | 2,836,801 | |
|
Property, plant and equipment, net | 7,558 | | | 726,478 | | | 732,261 | | | — | | | 1,466,297 | |
|
Investment in subsidiaries | 3,233,399 | | | 6,459 | | | — | | | (3,239,858 | ) | | — | |
|
Other long-term assets (1) | 43,420 | | | 17,857 | | | 6,471 | | | — | | | 67,748 | |
|
| $ | 3,849,085 | | | $ | 1,342,513 | | | $ | 3,600,694 | | | $ | (3,460,928 | ) | | $ | 5,331,364 | |
|
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current debt | $ | — | | | $ | 7,209 | | | $ | 5,118 | | | $ | — | | | $ | 12,327 | |
|
Accounts payable | 2,296 | | | 30,697 | | | 5,987 | | | — | | | 38,980 | |
|
Accrued expenses | 43,088 | | | 60,762 | | | 21,468 | | | — | | | 125,318 | |
|
Intercompany payables | 221,070 | | | — | | | — | | | (221,070 | ) | | — | |
|
Pension and other postretirement benefits obligation | 95 | | | 28,937 | | | — | | | — | | | 29,032 | |
|
Other current liabilities | 168,444 | | | 27,172 | | | 20,336 | | | — | | | 215,952 | |
|
Total current liabilities | 434,993 | | | 154,777 | | | 52,909 | | | (221,070 | ) | | 421,609 | |
|
Long-term debt (1) | 3,063,121 | | | 5,704 | | | 53 | | | — | | | 3,068,878 | |
|
Pension and other postretirement benefits obligation | 10,502 | | | 630,729 | | | — | | | — | | | 641,231 | |
|
Deferred income taxes | 23,766 | | | — | | | 706,919 | | | — | | | 730,685 | |
|
Other long-term liabilities | 35,122 | | | 96,599 | | | 55,659 | | | — | | | 187,380 | |
|
Total liabilities | 3,567,504 | | | 887,809 | | | 815,540 | | | (221,070 | ) | | 5,049,783 | |
|
Stockholders' equity | 281,581 | | | 454,704 | | | 2,785,154 | | | (3,239,858 | ) | | 281,581 | |
|
| $ | 3,849,085 | | | $ | 1,342,513 | | | $ | 3,600,694 | | | $ | (3,460,928 | ) | | $ | 5,331,364 | |
|
|
(1) In the current quarter, the Company adopted ASU 2015-03 to present debt issuance costs as a direct deduction to the carrying amount of debt. The adoption of this guidance has been applied on a retrospective basis. See Note 1 to the Condensed Consolidated Financial Statements for additional information. |
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
(UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2015 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Revenues: | | | | | | | | | | | | | | |
|
Sales | $ | — | | | $ | 248,370 | | | $ | 37,276 | | | $ | — | | | $ | 285,646 | |
|
Miscellaneous income | 453 | | | 255 | | | 4,572 | | | — | | | 5,280 | |
|
Total revenues | 453 | | | 248,625 | | | 41,848 | | | — | | | 290,926 | |
|
Cost and expenses: | | | | | | | | | | | | | | |
|
Cost of sales (exclusive of depreciation and depletion) | — | | | 232,416 | | | 52,277 | | | — | | | 284,693 | |
|
Depreciation and depletion | 575 | | | 36,264 | | | 22,343 | | | — | | | 59,182 | |
|
Selling, general and administrative | 5,383 | | | 12,495 | | | 3,183 | | | — | | | 21,061 | |
|
Other postretirement benefits | (67 | ) | | 12,400 | | | — | | | — | | | 12,333 | |
|
Total costs and expenses | 5,891 | | | 293,575 | | | 77,803 | | | — | | | 377,269 | |
|
Operating loss | (5,438 | ) | | (44,950 | ) | | (35,955 | ) | | — | | | (86,343 | ) |
|
Interest expense, net | (76,356 | ) | | (195 | ) | | (1,685 | ) | | — | | | (78,236 | ) |
|
Gain on extinguishment of debt | 58,626 | | | — | | | — | | | — | | | 58,626 | |
|
Loss before income tax benefit | (23,168 | ) | | (45,145 | ) | | (37,640 | ) | | — | | | (105,953 | ) |
|
Income tax benefit | — | | | — | | | (25,757 | ) | | — | | | (25,757 | ) |
|
Equity in net losses of subsidiaries | (57,028 | ) | | — | | | — | | | 57,028 | | | — | |
|
Net loss | $ | (80,196 | ) | | $ | (45,145 | ) | | $ | (11,883 | ) | | $ | 57,028 | | | $ | (80,196 | ) |
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
(UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2014 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Revenues: | | | | | | | | | | | | | | |
|
Sales | $ | — | | | $ | 324,911 | | | $ | 80,318 | | | $ | — | | | $ | 405,229 | |
|
Miscellaneous income | 655 | | | 1,879 | | | 6,122 | | | — | | | 8,656 | |
|
Total revenues | 655 | | | 326,790 | | | 86,440 | | | — | | | 413,885 | |
|
Cost and expenses: | | | | | | | | | | | | | |
|
Cost of sales (exclusive of depreciation and depletion) | — | | | 254,041 | | | 95,834 | | | — | | | 349,875 | |
|
Depreciation and depletion | 648 | | | 38,101 | | | 37,675 | | | — | | | 76,424 | |
|
Selling, general and administrative | 1,153 | | | 13,858 | | | 5,768 | | | — | | | 20,779 | |
|
Other postretirement benefits | (44 | ) | | 13,913 | | | — | | | — | | | 13,869 | |
|
Total costs and expenses | 1,757 | | | 319,913 | | | 139,277 | | | — | | | 460,947 | |
|
Operating income (loss) | (1,102 | ) | | 6,877 | | | (52,837 | ) | | — | | | (47,062 | ) |
|
Interest income (expense), net | (72,404 | ) | | 7,234 | | | (262 | ) | | — | | | (65,432 | ) |
|
Loss on extinguishment of debt | (13,889 | ) | | — | | | — | | | — | | | (13,889 | ) |
|
Other loss | (1,700 | ) | | — | | | (56 | ) | | — | | | (1,756 | ) |
|
Income (loss) before income tax expense (benefit) | (89,095 | ) | | 14,111 | | | (53,155 | ) | | — | | | (128,139 | ) |
|
Income tax expense (benefit) | (18,561 | ) | | 2,629 | | | (20,029 | ) | | — | | | (35,961 | ) |
|
Equity in net losses of subsidiaries | (21,644 | ) | | — | | | — | | | 21,644 | | | — | |
|
Net income (loss) | $ | (92,178 | ) | | $ | 11,482 | | | $ | (33,126 | ) | | $ | 21,644 | | | $ | (92,178 | ) |
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE |
INCOME (LOSS) (UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2015 |
(in thousands) |
|
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Net loss | $ | (80,196 | ) | | $ | (45,145 | ) | | $ | (11,883 | ) | | $ | 57,028 | | | $ | (80,196 | ) |
|
Other comprehensive income (loss): | | | | | | | | | | | | | |
|
Change in pension and other postretirement benefit plans, net of tax | 3,699 | | | 3,550 | | | — | | | (3,550 | ) | | 3,699 | |
|
Change in foreign currency translation adjustment | (18,325 | ) | | — | | | (18,325 | ) | | 18,325 | | | (18,325 | ) |
|
Total other comprehensive income (loss) | (14,626 | ) | | 3,550 | | | (18,325 | ) | | 14,775 | | | (14,626 | ) |
|
Total comprehensive loss | $ | (94,822 | ) | | $ | (41,595 | ) | | $ | (30,208 | ) | | $ | 71,803 | | | $ | (94,822 | ) |
|
|
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE |
INCOME (LOSS) (UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2014 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Net income (loss) | $ | (92,178 | ) | | $ | 11,482 | | | $ | (33,126 | ) | | $ | 21,644 | | | $ | (92,178 | ) |
|
Other comprehensive income (loss): | | | | | | | | | | | | | |
|
Change in pension and other postretirement benefit plans, net of tax | 3,519 | | | 3,804 | | | — | | | (3,804 | ) | | 3,519 | |
|
Change in unrealized gain on hedges, net of tax | 1,679 | | | 3 | | | — | | | (3 | ) | | 1,679 | |
|
Change in foreign currency translation adjustment | 2,164 | | | — | | | 2,164 | | | (2,164 | ) | | 2,164 | |
|
Total other comprehensive income | 7,362 | | | 3,807 | | | 2,164 | | | (5,971 | ) | | 7,362 | |
|
Total comprehensive income (loss) | $ | (84,816 | ) | | $ | 15,289 | | | $ | (30,962 | ) | | $ | 15,673 | | | $ | (84,816 | ) |
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2015 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Cash flows provided by (used in) operating activities | $ | 29,810 | | | $ | (35,097 | ) | | $ | (7,612 | ) | | $ | — | | | $ | (12,899 | ) |
|
INVESTING ACTIVITIES | | | | | | | | | | | | | |
|
Additions to property, plant and equipment | (360 | ) | | (16,195 | ) | | (812 | ) | | — | | | (17,367 | ) |
|
Proceeds from sale of property, plant and equipment | — | | | 1,329 | | | — | | | — | | | 1,329 | |
|
Other | — | | | — | | | 356 | | | — | | | 356 | |
|
Cash flows used in investing activities | (360 | ) | | (14,866 | ) | | (456 | ) | | — | | | (15,682 | ) |
|
FINANCING ACTIVITIES | | | | | | | | | | | | | |
|
Retirements of debt | — | | | (1,760 | ) | | (1,735 | ) | | — | | | (3,495 | ) |
|
Advances from (to) consolidated entities | (56,767 | ) | | 50,887 | | | 5,880 | | | — | | | — | |
|
Other | (60 | ) | | — | | | — | | | — | | | (60 | ) |
|
Cash flows provided by (used in) financing activities | (56,827 | ) | | 49,127 | | | 4,145 | | | — | | | (3,555 | ) |
|
Effect of foreign exchange rates on cash | — | | | — | | | (1,690 | ) | | — | | | (1,690 | ) |
|
Net decrease in cash and cash equivalents | (27,377 | ) | | (836 | ) | | (5,613 | ) | | — | | | (33,826 | ) |
|
Cash and cash equivalents at beginning of period | 421,533 | | | 1,117 | | | 45,882 | | | — | | | 468,532 | |
|
Cash and cash equivalents at end of period | $ | 394,156 | | | $ | 281 | | | $ | 40,269 | | | $ | — | | | $ | 434,706 | |
|
WALTER ENERGY, INC. AND SUBSIDIARIES |
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
(UNAUDITED) |
THREE MONTHS ENDED MARCH 31, 2014 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
(Issuer) | Subsidiaries | Subsidiaries | Consolidated |
Cash flows provided by (used in) operating activities | $ | (100,236 | ) | | $ | 146,110 | | | $ | (10,484 | ) | | $ | — | | | $ | 35,390 | |
|
INVESTING ACTIVITIES | | | | | | | | | | | | | |
|
Additions to property, plant and equipment | (1,421 | ) | | (9,117 | ) | | (1,743 | ) | | — | | | (12,281 | ) |
|
Intercompany loans made | (2,500 | ) | | — | | | — | | | 2,500 | | | — | |
|
Other | — | | | — | | | (151 | ) | | — | | | (151 | ) |
|
Cash flows used in investing activities | (3,921 | ) | | (9,117 | ) | | (1,894 | ) | | 2,500 | | | (12,432 | ) |
|
FINANCING ACTIVITIES | | | | | | | | | | | | | |
|
Proceeds from issuance of debt | 553,000 | | | — | | | — | | | — | | | 553,000 | |
|
Retirements of debt | (406,566 | ) | | (1,511 | ) | | (1,847 | ) | | — | | | (409,924 | ) |
|
Dividends paid | (626 | ) | | — | | | — | | | — | | | (626 | ) |
|
Debt issuance costs | (20,343 | ) | | — | | | — | | | — | | | (20,343 | ) |
|
Advances from (to) consolidated entities | 124,182 | | | (135,728 | ) | | 11,546 | | | — | | | — | |
|
Intercompany notes borrowings | — | | | — | | | 2,500 | | | (2,500 | ) | | — | |
|
Other | (119 | ) | | (47 | ) | | — | | | — | | | (166 | ) |
|
Cash flows provided by (used in) financing activities | 249,528 | | | (137,286 | ) | | 12,199 | | | (2,500 | ) | | 121,941 | |
|
Effect of foreign exchange rates on cash | — | | | — | | | (1,002 | ) | | — | | | (1,002 | ) |
|
Net increase (decrease) in cash and cash equivalents | 145,371 | | | (293 | ) | | (1,181 | ) | | — | | | 143,897 | |
|
Cash and cash equivalents at beginning of period | 234,150 | | | 1,620 | | | 25,048 | | | — | | | 260,818 | |
|
Cash and cash equivalents at end of period | $ | 379,521 | | | $ | 1,327 | | | $ | 23,867 | | | $ | — | | | $ | 404,715 | |
|
| | | | | | | | | | | | | | | | | | | | |