Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Walter Energy, Inc. | |
Entity Central Index Key | 837,173 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 80,746,088 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 267,003 | $ 468,532 |
Trade receivables, net | 71,670 | 91,057 |
Other receivables | 128,735 | 127,037 |
Inventories | 162,106 | 201,598 |
Deferred income taxes | 16,247 | 16,819 |
Prepaid expenses | 52,194 | 46,190 |
Other current assets | 9,080 | 9,285 |
Total current assets | 707,035 | 960,518 |
Mineral interests, net | 446,570 | 2,836,801 |
Property, plant and equipment, net | 903,685 | 1,466,297 |
Other long-term assets | 70,422 | 67,748 |
Total assets | 2,127,712 | 5,331,364 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Accounts payable | 50,752 | 38,980 |
Accrued expenses | 129,400 | 125,318 |
Pension and other postretirement benefits obligation | 29,788 | 29,032 |
Liability for uncertain tax positions | 166,100 | 164,348 |
Other current liabilities | 53,411 | 51,604 |
Current debt | 3,025,849 | 12,327 |
Total current liabilities | 3,455,300 | 421,609 |
Long-term debt | 0 | 3,068,878 |
Deferred income taxes | 70,037 | 730,685 |
Pension and other postretirement benefits obligation | 645,879 | 641,231 |
Other long-term liabilities | 188,425 | 187,380 |
Total liabilities | 4,359,641 | 5,049,783 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value per share: Authorized - 20,00,000 shares; none issued | 0 | 0 |
Common stock, $0.01 par value per share: Authorized—200,000,000 shares; issued—80,747,089 and 71,978,113 shares, respectively | 807 | 720 |
Capital in excess of par value | 1,679,576 | 1,668,407 |
Accumulated deficit | (3,704,758) | (1,169,498) |
Accumulated deficit | (207,554) | (218,048) |
Total stockholders' equity (deficit) | (2,231,929) | 281,581 |
Total liabilities and stockholders' equity (deficit) | $ 2,127,712 | $ 5,331,364 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, Authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, Authorized shares | 200,000,000 | 200,000,000 |
Common stock, issued shares | 80,747,089 | 71,978,113 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Sales | $ 193,835 | $ 377,982 | $ 479,481 | $ 783,211 |
Miscellaneous income | 2,792 | 369 | 8,072 | 9,025 |
Total revenues | 196,627 | 378,351 | 487,553 | 792,236 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 225,867 | 343,761 | 510,560 | 693,636 |
Depreciation and depletion | 51,478 | 69,816 | 110,660 | 146,240 |
Selling, general and administrative | 28,229 | 19,002 | 49,290 | 39,781 |
Other postretirement benefits | 12,333 | 13,869 | 24,666 | 27,738 |
Restructuring charges | 2,446 | 8,299 | 2,446 | 8,299 |
Asset impairments | 2,897,928 | 23,043 | 2,897,928 | 23,043 |
Total costs and expenses | 3,218,281 | 477,790 | 3,595,550 | 938,737 |
Operating loss | (3,021,654) | (99,439) | (3,107,997) | (146,501) |
Interest expense, net | (74,851) | (73,402) | (153,087) | (138,834) |
Gain (loss) on extinguishment of debt | 0 | 11,397 | 58,626 | (2,492) |
Other income (loss), net | 0 | 978 | 0 | (778) |
Loss before income tax benefit | (3,096,505) | (160,466) | (3,202,458) | (288,605) |
Income tax benefit | (641,441) | (9,075) | (667,198) | (45,036) |
Net loss | $ (2,455,064) | $ (151,391) | $ (2,535,260) | $ (243,569) |
Net loss per share: | ||||
Basic and diluted net loss per share (in usd per share) | $ (30.33) | $ (2.33) | $ (32.86) | $ (3.81) |
Dividends per share (in dollars per share) | $ 0 | $ 0.01 | $ 0 | $ 0.02 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,455,064) | $ (151,391) | $ (2,535,260) | $ (243,569) |
Other comprehensive income: | ||||
Change in pension and other postretirement benefit plans (net of tax: $2,441 and $4,883 and $2,154 and $4,322 for the three and six months ended June 30, 2015 and 2014, respectively) | 3,700 | 3,498 | 7,399 | 7,017 |
Change in unrealized gain on hedges (net of tax: $1,034 for the six months ended June 30, 2014) | 0 | 0 | 0 | 1,679 |
Change in foreign currency translation adjustment | 21,420 | 11,264 | 3,095 | 13,428 |
Total other comprehensive income | 25,120 | 14,762 | 10,494 | 22,124 |
Total comprehensive loss | $ (2,429,944) | $ (136,629) | $ (2,524,766) | $ (221,445) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in pension and postretirement benefit plans, tax | $ 2,441 | $ 4,883 | $ 2,154 | $ 4,322 |
Change in unrealized gain on hedges, tax | $ 0 | $ 0 | $ 0 | $ 1,034 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2014 | $ 281,581 | $ 720 | $ 1,668,407 | $ (1,169,498) | $ (218,048) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (2,535,260) | 0 | 0 | (2,535,260) | 0 |
Other comprehensive income, net of tax | 10,494 | 0 | 0 | 0 | 10,494 |
Stock based compensation | 4,307 | 0 | 4,307 | 0 | 0 |
Issuance of common stock in connection with the extinguishment of debt | 7,007 | 87 | 6,920 | 0 | 0 |
Other | (58) | 0 | (58) | 0 | 0 |
Balance at Jun. 30, 2015 | $ (2,231,929) | $ 807 | $ 1,679,576 | $ (3,704,758) | $ (207,554) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (2,535,260) | $ (243,569) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and depletion | 110,660 | 146,240 |
Deferred income tax benefit | (665,413) | (41,257) |
Amortization of debt issuance costs and debt discount, net | 7,065 | 8,356 |
(Gain) loss on extinguishment of debt | (58,626) | 2,492 |
Impairment charges | 2,897,928 | 23,043 |
Other | 29,993 | 16,140 |
Decrease (increase) in current assets: | ||
Trade receivables, net | 19,375 | 11,326 |
Other receivables | (1,699) | 23,384 |
Inventories | 32,504 | 30,774 |
Prepaid expenses and other current assets | (5,762) | (6,437) |
Increase (decrease) in current liabilities: | ||
Accounts payable | 12,344 | (32,227) |
Accrued interest | 23,348 | 9,168 |
Accrued expenses and other current liabilities | (13,587) | 13,559 |
Cash flows used in operating activities | (147,130) | (39,008) |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (48,332) | (43,476) |
Proceeds from sale of property, plant and equipment | 1,706 | 0 |
Other | 589 | (350) |
Cash flows used in investing activities | (46,037) | (43,826) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 0 | 553,000 |
Retirements of debt | (7,048) | (414,124) |
Dividends paid | 0 | (1,284) |
Debt issuance costs | 0 | (21,325) |
Other | (60) | (191) |
Cash flows provided by (used in) financing activities | (7,108) | 116,076 |
Effect of foreign exchange rates on cash | (1,254) | (588) |
Net increase (decrease) in cash and cash equivalents | (201,529) | 32,654 |
Cash and cash equivalents at beginning of period | 468,532 | 260,818 |
Cash and cash equivalents at beginning of period | $ 267,003 | $ 293,472 |
Business and Basis of Presentat
Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Walter Energy, Inc. ("Walter Energy"), together with its consolidated subsidiaries (the "Company"), is a leading producer and exporter of metallurgical coal for the global steel industry from underground and surface mines with mineral reserves located in the United States ("U.S."), Canada and the United Kingdom ("U.K."). The Company also extracts, processes, markets and/or possesses mineral reserves of thermal coal and anthracite coal, as well as produces metallurgical coke and coal bed methane gas. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2014 included in the Company's Annual Report filed on Form 10-K with the U.S. Securities and Exchange Commission. The balance sheet at December 31, 2014 has been derived from the audited consolidated balance sheet for the year ended December 31, 2014 included in the Company's Annual Report filed on Form 10-K. Filing Under Chapter 11 of the United States Bankruptcy Code On July 15, 2015 (the "Petition Date"), Walter Energy and certain of its wholly owned domestic subsidiaries (the "Filing Subsidiaries" and together with Walter Energy, the “Debtors”), filed voluntary petitions for reorganization (the petitions collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Court”). The Company’s Canadian and U.K. Operations are not included in the filings. The Debtors' Chapter 11 Cases (collectively, the "Chapter 11 Cases") are being administered under the caption In re Walter Energy, Inc., et al. , Case No. 15-02741-TOM. The Debtors have filed a motion with the Court seeking to jointly administer all of the Debtors’ Chapter 11 Cases under the caption In re Walter Energy, Inc., et al . The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The filings of the Bankruptcy Petitions constituted an event of default under the indentures governing the outstanding senior notes, the 2011 Credit Agreement and the Company's other debt obligations, all as further described in Note 6 to the Condensed Consolidated Financial Statements, and all principal, interest and other amounts due thereunder became immediately due and payable. Any efforts to enforce such payment obligations are automatically stayed as a result of the Bankruptcy Petitions and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. Restructuring Support Agreement In connection with the Bankruptcy Petitions, Walter Energy entered into a Restructuring Support Agreement, dated as of July 15, 2015 (the “Support Agreement”), among Walter Energy, on behalf of itself and the Filing Subsidiaries, certain holders of first-lien claims in connection with the 2011 Credit Agreement (the “First Lien Lenders”) and certain holders of Walter Energy’s 9.50% Senior Secured Notes due 2019 (the “First Lien Noteholders” and collectively with the First Lien Lenders, the “First Lien Claimholders” and the First Lien Claimholders party to the Support Agreement, the “Supporting First Lien Creditors”), providing that the Supporting First Lien Creditors will support a restructuring of the Company, subject to the terms and conditions of the Support Agreement. The Support Agreement provides for, among other things, (a) a consensual debt-to-equity conversion of the debt under the 2011 Credit Agreement and Walter Energy’s 9.50% Senior Secured Notes due 2019 pursuant to a Chapter 11 plan (the “Plan”) and (b) Walter Energy’s consensual use of the First Lien Claimholders’ cash collateral (the “Cash Collateral”) for no more than seven months to allow Walter Energy to pursue confirmation of the Plan, subject to the terms and conditions of the order authorizing the use of Cash Collateral and the Support Agreement. The Support Agreement further provides that if a Triggering Event (as defined in the Support Agreement) has occurred, holders of a majority in principal amount of First Lien Claims (as defined in the Support Agreement) held by the Supporting First Lien Creditors can, by providing notice to Walter Energy, cause Walter Energy to abandon the Plan process and to pursue a sale of substantially all of the assets of Walter Energy pursuant to Sections 105, 363 and 365 of the Bankruptcy Code on the terms set forth in the Support Agreement. A “Triggering Event” is defined in the Support Agreement to include, among other things, failure to meet certain milestones with respect to achieving confirmation and consummation of the Plan on the timeline set forth in the Support Agreement and certain other events. The Support Agreement may be terminated upon the occurrence of certain events, including: (a) certain breaches by Walter Energy or the Supporting First Lien Creditors under the Support Agreement; (b) the failure to meet certain milestones with respect to achieving confirmation and consummation of the Plan; (c) the amendment or modification of certain documents, including the Plan, without the consent of the Supporting First Lien Creditors; and (d) the determination by Walter Energy’s board of directors, upon the advice of counsel, that fiduciary obligations require Walter Energy to terminate the Walter Energy’s obligations under the Support Agreement. The Debtors have filed with the Court a motion to approve their assumption of the Support Agreement. That motion is scheduled for hearing before the Court on August 18th and 19th of 2015. Agreement to Use Cash Collateral and Interim Approval of Same The First Lien Claimholders' hold first priority liens on substantially all of the Debtors’ material assets, including, without limitation, (a) substantially all personal property, including cash, deposit accounts, accounts, and investments, (b) equity interests in all material (direct and indirect) domestic subsidiaries of Walter Energy, and (c) substantially all material real property holdings, including mineral leaseholds in Alabama and elsewhere and “as extracted” collateral (collectively, the “Collateral”). The Collateral includes Cash Collateral, as such term is defined Section 363(a) of the Bankruptcy Code. The Debtors’ use of the cash collateral on which the holders of the First Lien Lenders hold liens is critical to the Debtors’ ability to operate in the ordinary course during the Chapter 11 Cases. Accordingly, prior to the Petition Date, the Debtors' negotiated with the Supporting First Lien Creditors an agreement to use the Cash Collateral, in accordance with the terms of the Support Agreement and subject to approval of the Court. On the Petition Date, the Debtors filed with the Court a motion (the “Cash Collateral Motion”) for entry of interim and final orders to authorize the use of the Cash Collateral, to grant the First Lien Claimholders adequate protection for the use of such Cash Collateral, and to modify the automatic stay to the extent necessary to implement such agreement. On the Petition Date, the Court heard and approved on an interim basis the Cash Collateral Motion. In consideration of the Debtors’ use of Cash Collateral and to ensure that the First Lien Claimholders are adequately protected, the Cash Collateral Motion requested, among other things, that the First Lien Claimholders (i) be granted first-priority replacement liens on all real or personal property of the Debtors and their estates (including, subject to entry of the final order, avoidance actions arising under Chapter 5 of the Bankruptcy Code), subject only to designated carve-out for funding of certain administrative expenses and certain permitted liens, (ii) be paid interest in cash when due based on 80% of the applicable non-default rate, pursuant to the terms of the applicable first lien debt documents, and (iii) be granted superpriority administrative expense claims against the Debtors on account of any diminution in value under Section 507(b) of the Bankruptcy Code. The Debtors also seek the establishment of a carve-out on the terms set forth in the Cash Collateral Order to fund the payout of, among other things, certain specified allowed administrative claims. As described above and in the Cash Collateral Motion, the Debtors’ use of Cash Collateral terminates upon the occurrence of certain triggering events set forth in the Support Agreement, and the Debtors are required to use the Cash Collateral in compliance with the terms of the Cash Collateral Order and related consolidated budget. At the first-day hearings held on the Petition Date, the Court entered an interim order approving the Cash Collateral Motion (the “Interim Cash Collateral Order”), pursuant to which the Debtors received interim approval to use the Cash Collateral in accordance with the terms of the Interim Cash Collateral Order and a consolidated cash collateral budget acceptable to the Supporting First Lien Creditors (the “Cash Collateral Budget”). The Court has scheduled the final hearing on the Cash Collateral Motion for August 18th and 19th of 2015. Reorganization Process On the Petition Date, the Court issued certain additional interim and final orders with respect to the Debtors’ first-day motions and other operating motions that allow the Debtors to operate their businesses in the ordinary course. The first-day motions provided for, among other things, the payment of certain pre-petition employee and retiree expenses and benefits, the use of the Debtors' existing cash management system, the payment of certain pre-petition amounts to certain critical vendors and possessory lien holders, the ability to pay certain pre-petition taxes and regulatory fees, the payment of certain pre-petition claims owed on account of insurance policies and programs, and the continuation of the Debtors’ surety bond programs and utility services. With respect to those first-day motions for which only interim approval has been granted, the Bankruptcy Court has scheduled final hearings on such motions for August 18th and 19th of 2015. Immediately after filing the Bankruptcy Petitions, the Company began notifying all known current or potential creditors of the Debtors of the bankruptcy filings. Subject to certain exceptions under the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically enjoined, or stayed, the continuation of any judicial or administrative proceedings or other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the filing of the Bankruptcy Petitions. Thus, for example, most creditor actions to obtain possession of property from the Debtors, or to create, perfect or enforce any lien against the Debtors' property, or to collect on monies owed or otherwise exercise rights or remedies with respect to a pre-petition claim are enjoined unless and until the Court lifts the automatic stay. Under Section 365 and other relevant sections of the Bankruptcy Code, the Debtors may assume, assume and assign, or reject certain executory contracts and unexpired leases, including leases of real property and equipment, subject to the approval of the Court and certain other conditions. A Chapter 11 plan (including the Plan) determines the rights and satisfaction of claims of various creditors and security holders and is subject to the ultimate outcome of negotiations and the Court's decisions through the date on which a Chapter 11 plan (including the Plan) is confirmed. The Debtors currently expect that any proposed Chapter 11 plan (including the Plan), among other things, would provide mechanisms for settlement of the Debtors' pre-petition obligations, changes to certain operational cost drivers, treatment of the Company’s existing equity holders, treatment of potential income tax liabilities and certain corporate governance and administrative matters pertaining to a reorganized Walter Energy. Any proposed Chapter 11 plan will (and the Plan may) be subject to revision prior to submission to the Court based upon discussions with the Debtors' creditors and other interested parties and thereafter in response to creditor claims and objections and the requirements of the Bankruptcy Code or the Court. There can be no assurance that the Debtors will be able to secure approval for the Plan or any other Chapter 11 plan from the Court or that any Chapter 11 plan will be accepted by the Debtors' creditors. Under the priority rankings established by the Bankruptcy Code, unless creditors agree otherwise, pre-petition liabilities and post-petition liabilities must be satisfied in full before stockholders are entitled to receive any distribution or retain any property under a Chapter 11 plan (including the Plan). The ultimate recovery to creditors and/or stockholders, if any, will not be determined until confirmation of a Chapter 11 plan (including the Plan). No assurance can be given as to what values, if any, will be ascribed to each of these constituencies or what types or amounts of distributions, if any, they would receive. A Chapter 11 plan (including the Plan) could result in holders of certain liabilities and/or securities, including common stock, receiving no distribution on account of their interests and cancellation of their holdings. Because of such possibilities, there is significant uncertainty regarding the value of the Company's liabilities and securities, including Walter Energy's common stock. At this time, there is no assurance that the Company will be able to restructure as a going concern or successfully propose or implement a Chapter 11 plan (including the Plan). For periods subsequent to filing the Bankruptcy Petitions, the Company will apply the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 852, Reorganizations, in preparing its consolidated financial statements. ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain revenues, expenses, realized gains and losses and provisions for losses that are realized or incurred in the bankruptcy proceedings will be recorded in a reorganization line item on the consolidated statements of operations. In addition, the pre-petition obligations that may be impacted by the bankruptcy reorganization process will be classified on the balance sheet in liabilities subject to compromise. These liabilities are reported at the amounts expected to be allowed by the Court, even if they may be settled for lesser amounts. Going Concern Matters The accompanying unaudited Condensed Consolidated Financial Statements and related notes have been prepared assuming that the Company will continue as a going concern, although the Bankruptcy Petitions noted above, weak coal market industry conditions, depressed metallurgical coal prices, reduced steel production and reduced global steel demand raise substantial doubt about the Company's ability to continue as a going concern. Accordingly, the financial statements and related notes do not include any adjustments related to the recoverability and classification of recorded assets or to the amounts and classification of liabilities or any other adjustments that would be required should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon, among other things, market conditions and its ability to improve profitability, meet certain conditions of the Support Agreement as noted above and obtain confirmation of the Plan or another Chapter 11 plan by the Court, and the Company's ability to successfully implement the Plan or another Chapter 11 plan. As a result of the Bankruptcy Petitions, the realization of assets and the satisfaction of liabilities are subject to uncertainty. While operating as a debtor-in-possession pursuant to the Bankruptcy Code, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Court or as otherwise permitted in the ordinary course of business (and subject to restrictions in the Support Agreement), for amounts other than those reflected in the accompanying consolidated financial statements. Further, the Plan, or another Chapter 11 plan, could materially change the amounts and classifications of assets and liabilities reported in the Company's Condensed Consolidated Financial Statements. New Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) . ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the recognized debt liability. Previously reported other current assets, other long-term assets and long-term debt have been revised to reflect the retrospective application. The following reflects the revisions for the year ended December 31, 2014: December 31, 2014 Other current assets, prior to revision $ 19,542 Revision of debt issuance costs (10,257 ) Other current assets, as revised $ 9,285 Other long-term assets, prior to revision $ 112,256 Revision of debt issuance costs (44,508 ) Other long-term assets, as revised $ 67,748 Long-term debt, prior to revision $ 3,123,643 Revision of debt issuance costs (54,765 ) Long-term debt, as revised $ 3,068,878 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring Costs and Asset Impairment Charges [Abstract] | |
Restructuring | Restructuring In the second quarter of 2015, the Company idled the West Virginia Maple underground mine and implemented workforce reductions at its corporate headquarters and its Alabama and Canadian operations. The Company recognized restructuring charges of approximately $1.3 million in the U.S. Operations segment, $0.8 million in the Canadian and U.K. Operations segment and $0.3 million in the Other segment for the three and six months ended June 30, 2015. In the second quarter of 2014, the Company idled the Canadian operations, which included the Wolverine, Brule and Willow Creek mines in the Canadian and U.K. Operations segment. The Wolverine Mine was placed on idle status in April 2014 and the Brazion operations (which include the operations of Brule and Willow Creek) were placed on idle status in June 2014. The Company recognized restructuring charges of approximately $7.1 million in the Canadian and U.K. Operations segment, $0.7 million in the U.S. Operations segment and $0.5 million in the Other segment for the three and six months ended June 30, 2014. All of these amounts are presented as restructuring charges in the Condensed Consolidated Statements of Operations. |
Asset Impairment
Asset Impairment | 6 Months Ended |
Jun. 30, 2015 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment | Asset Impairment Property, plant and equipment and other long-lived assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the long-lived asset or asset group may not be recoverable. As a result of the depressed metallurgical coal market associated with global coal supply and demand factors and a reduction in global steel production and steel demand, the Company determined that indicators of impairment existed with respect to property, plant and equipment and mineral interest reserves during the second quarter of 2015. The Company's asset groups generally consist of the assets and applicable liabilities of one or more mines and preparation plants and associated coal reserves for which the cash flows are largely independent of cash flows of other mines, preparation plants and associated coal reserves. The Company performed a recoverability analysis as of May 1, 2015 and determined that the net undiscounted cash flows were less than the carrying values for the Wolverine, Brule, Willow Creek and Belcourt Saxon long-lived assets within the Canadian and U.K. Operations segment. As a result, the Company estimated the fair value of the asset groups using a discounted cash flow analysis using marketplace participant assumptions which constituted Level 3 fair value inputs. The discounted cash flow analysis is dependent on a number of significant management estimates about future performance including sales volumes and prices, which are based on third party global long-term pricing forecasts for each product, costs to produce, income taxes, capital spending, working capital changes and the after-tax weighted average cost of capital. The estimates of costs to produce include labor, fuel, explosives, supplies and other major components of mining. The Company estimated the fair value of certain property, plant and equipment using the market approach. To the extent that the carrying values of the asset groups exceeded the fair value, the Company recorded an asset impairment charge. The Company recorded asset impairment charges related to the previously discussed asset groups in the Canadian and U.K. Operations segment of $2.9 billion . These impairment charges reduced the carrying value of mineral interest reserves by $2.4 billion and property, plant and equipment by $508.5 million and are included in asset impairments within the Condensed Consolidated Statements of Operations. On May 2, 2014, the Company reached an agreement in principle to sell the Blue Creek Coal Terminal and associated properties (collectively "BCCT"), located in Mobile, Alabama, to the Alabama State Port Authority for $25.0 million . Additionally, the parties amended and extended the existing coal handling agreement. The BCCT assets were part of the U.S. Operations segment. The Company recognized an impairment charge of approximately $23.0 million in the second quarter of 2014 in anticipation of the sale of the BCCT. This charge is included in asset impairments in the Condensed Consolidated Statements of Operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows (in thousands): June 30, 2015 December 31, 2014 Coal $ 106,443 $ 136,335 Raw materials, supplies and other 55,663 65,263 Total inventories $ 162,106 $ 201,598 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company estimates its annual effective tax rate based on projected financial income for the full year at the end of each interim reporting period unless projected financial income for the full year is close to break even, in which case the annual effective tax rate could distort the income tax provision for an interim period. When this happens, the Company calculates the interim income tax provision using actual year to date financial results for certain jurisdictions. This method results in an income tax provision based solely on the year to date financial taxable income or loss for those jurisdictions. In order to further reduce distortion of the effective tax rate, the Company excludes jurisdictions from the annual effective tax rate that are forecasted to generate ordinary losses for which no tax benefit can be recognized due to lack of evidence of future realization. In all scenarios, the tax effect of unusual or infrequently occurring items, including effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company utilizes the asset and liability method of accounting for income taxes and records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon the Company's review of all positive and negative evidence, including its three year cumulative pre-tax book loss, it concluded that a full valuation allowance should continue to be recorded against its U.S. net deferred tax assets at June 30, 2015. Management also determined that sufficient negative evidence exists to conclude that it is more likely than not that the Canadian deferred income tax assets of $351.7 million as of the beginning of the year will not be realized. In recognition of this risk, the Company increased the valuation allowance on Canadian deferred income tax assets by $323.9 million during the six months ended June 30, 2015. The Company believes the U.K. operations will have sufficient future sources of taxable income from the reversal of taxable temporary differences to utilize its non-capital losses prior to expiration. In the future, if the Company determines that it is more likely than not that it will realize its U.S. and/or Canadian net deferred tax assets, it will reverse the applicable portion of the valuation allowance and recognize an income tax benefit in the period in which such determination is made. The Company recognized an income tax benefit of $667.2 million for the six months ended June 30, 2015 compared with an income tax benefit of $45.0 million for the six months ended June 30, 2014 . The increase in the income tax benefit was primarily due to the reduction of $986.0 million of deferred tax liabilities related to the impairment of the Canadian mineral interests and property, plant and equipment recorded in the current period, see Note 3 to the Condensed Consolidated Financial Statements. The quarterly tax benefit associated with the impairment charge was partially offset by the $323.9 million increase to the Canadian valuation allowance. A $3.6 million tax benefit was also recorded during the period ended June 30, 2015 to reflect the carryback of certain U.S. net operating losses generated in previous tax years. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following (dollars in thousands): June 30, December 31, Weighted Average Stated Interest Rate at June 30, 2015 Final 2011 term loan B $ 978,178 $ 978,178 7.25% 2018 9.50% senior secured notes 970,000 970,000 9.50% 2019 11.00% / 12.00% senior secured PIK toggle notes 360,500 350,000 11.00% / 12.00% 2020 9.875% senior notes 388,000 388,000 9.88% 2020 8.50% senior notes (1) 383,275 450,000 8.50% 2021 Other (2) 10,797 18,085 Various Various Debt discount, net (16,096 ) (18,293 ) Debt issuance costs (48,805 ) (54,765 ) Total debt 3,025,849 3,081,205 Less: current debt (2) (3,025,849 ) (12,327 ) Total long-term debt $ — $ 3,068,878 _______________________________________________________________________________ (1) On March 6, 2015, the Company issued an aggregate of 8.65 million shares of its common stock in exchange for $66.7 million of its 8.50% Senior Notes due 2021 and recognized a net gain on extinguishment of debt of $58.6 million in the six months ended June 30, 2015. (2) Includes capital lease obligations and an equipment financing agreement. Event of Default The filing of the Bankruptcy Petitions described in Note 1 of the Condensed Consolidated Financial Statements constitutes an event of default that accelerated the Company's obligations under the following debt instruments (the "Debt Instruments") as of July 15, 2015: • Credit Agreement, dated as of April 1, 2011, with respect to approximately $978.2 million outstanding under a term loan and $70.2 million of letters of credit outstanding under a revolving loan (as amended, the “2011 Credit Agreement”) as of July 15, 2015, plus accrued and unpaid interest of $8.8 million as of July 15, 2015; • Indenture, dated as of September 27, 2013, with respect to an aggregate principal amount of approximately $970.0 million of 9.50% Senior Secured Notes due 2019, plus accrued and unpaid interest of $23.0 million as of July 15, 2015; • Indenture, dated as of March 27, 2014, with respect to an aggregate principal amount of approximately $360.5 million of 11.00% / 12.00% Senior Secured Lien PIK Toggle Notes due 2020, plus accrued and unpaid interest of $12.0 million as of July 15, 2015; • Indenture, dated as of November 21, 2012, with respect to an aggregate principal amount of approximately $388.0 million of 9.875% Senior Notes due 2020, plus accrued and unpaid interest of $22.4 million as of July 15, 2015; • Indenture, dated as of March 27, 2013, with respect to an aggregate principal amount of approximately $383.3 million of 8.50% Senior Notes due 2021, plus accrued and unpaid interest of $8.1 million as of July 15, 2015; and • Other debt obligations, which include capital lease obligations and equipment financing obligations. As a result of the commencement of the Chapter 11 Cases, any efforts to collect or otherwise enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Bankruptcy Petitions and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits | Pension and Other Postretirement Benefits The components of net periodic benefit cost are as follows (in thousands): Pension Benefits Other Postretirement For the three months ended June 30, For the three months ended June 30, 2015 2014 2015 2014 Components of net periodic benefit cost: Service cost $ 2,178 $ 1,701 $ 1,875 $ 1,944 Interest cost 3,297 3,316 6,351 7,726 Expected return on plan assets (3,696 ) (4,553 ) — — Amortization of prior service cost (credit) 169 61 (1,552 ) 307 Amortization of net actuarial loss 1,865 550 5,659 3,892 Settlement loss — 843 — — Net periodic benefit cost $ 3,813 $ 1,918 $ 12,333 $ 13,869 Pension Benefits Other Postretirement For the six months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 Components of net periodic benefit cost: Service cost $ 4,356 $ 3,402 $ 3,750 $ 3,888 Interest cost 6,594 6,664 12,702 15,452 Expected return on plan assets (7,392 ) (9,106 ) — — Amortization of prior service cost (credit) 338 122 (3,104 ) 614 Amortization of net actuarial loss 3,730 1,192 11,318 7,784 Settlement loss — 1,627 — — Net periodic benefit cost $ 7,626 $ 3,901 $ 24,666 $ 27,738 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share A reconciliation of the basic and diluted net loss per share computations for the three and six months ended June 30, 2015 and 2014 , respectively, is as follows (in thousands, except per share data): For the three months ended June 30, 2015 2014 Numerator: Net loss $ (2,455,064 ) $ (151,391 ) Denominator: Average number of common shares outstanding (1) 80,941 65,024 Basic and diluted net loss per share $ (30.33 ) $ (2.33 ) For the six months ended June 30, 2015 2014 Numerator: Net loss $ (2,535,260 ) $ (243,569 ) Denominator: Average number of common shares outstanding (1) 77,151 63,983 Basic and diluted net loss per share $ (32.86 ) $ (3.81 ) _______________________________________________________________________________ (1) Basic earnings per share is computed by dividing net loss by the average number of common shares outstanding during the reporting period. In periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share; therefore, the effect of dilutive securities is zero for such periods. The weighted average number of stock options and restricted stock units outstanding for the three months ended June 30, 2015 and 2014 totaling 2,650,893 and 1,886,269 , respectively, were excluded from the calculation above because their effect would have been anti-dilutive. Additionally, the weighted average number of stock options and restricted stock units outstanding for the six months ended June 30, 2015 and 2014 totaling 2,391,103 and 1,347,812 , respectively, were excluded from the calculation above because their effect would have been anti-dilutive. The tables below sets forth stock options exercised and restricted stock units vested for the three and six months ended June 30, 2015 and 2014 : For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 Stock options exercised — 8,659 — 18,300 Restricted stock units vested 23,388 42,849 119,009 78,552 Total 23,388 51,508 119,009 96,852 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Income Tax Litigation The Company files income tax returns in the U.S., Canada, U.K., and in various state, provincial and local jurisdictions which are routinely examined by tax authorities in these jurisdictions. The statute of limitations related to the U.S. consolidated federal income tax returns is closed for years prior to August 31, 1983 and for the years ended May 31, 1997, 1998 and 1999. The impact of any U.S. federal changes for these years on state income taxes remains subject to examination for a period up to five years after formal notification to the states. The Company generally remains subject to income tax in various states for prior periods ranging from three to eleven years depending on jurisdiction. In the Company's major non-U.S. jurisdictions, tax years are typically subject to examination for three to six years. On December 27, 1989, a predecessor of the Company and certain of the predecessor's affiliates each filed a voluntary petition for reorganization under the Bankruptcy Code (the "1989 Bankruptcy Cases") in the United States Bankruptcy Court for the Middle District of Florida, Tampa Division (the "Florida Bankruptcy Court"). The Company emerged from bankruptcy on March 17, 1995 (the "Effective Date") pursuant to the Amended Joint Plan of Reorganization dated as of December 9, 1994, as modified on March 1, 1995 (as so modified the "Consensual Plan"). Although the Consensual Plan was confirmed and became effective, the Florida Bankruptcy Court retains jurisdiction over, among other things, the resolution of disputed prepetition claims against the Company and other matters that may arise in connection with or related to the Consensual Plan, including claims related to federal income taxes. In connection with the 1989 Bankruptcy Cases, the Internal Revenue Service ("IRS") filed a proof of claim in the Florida Bankruptcy Court (the "Proof of Claim") for a substantial amount of taxes, interest and penalties with respect to fiscal years ended August 31, 1983 through May 31, 1994. The Company filed an adversary proceeding in the Florida Bankruptcy Court disputing the Proof of Claim (the "Adversary Proceeding") and various issues have been litigated in the Florida Bankruptcy Court. An opinion was issued by the Florida Bankruptcy Court in June 2010 with respect to two of the disputed issues. The Florida Bankruptcy Court instructed both parties to submit a final order addressing all issues that have been litigated for the tax years 1983 through 1995 in the Adversary Proceeding by late August 2010. At the request of both parties, the Florida Bankruptcy Court granted an extension of time of 90 days from the initial submission date to submit the final order. Additional extensions of time to submit the proposed final order were granted in November 2010, February 2011, May 2011, September 2011, January 2013, May 2013 and December 2013. The issues that were the subject of the Florida Bankruptcy Court's opinion may be subject to appeal. The amounts initially asserted by the Proof of Claim do not reflect the subsequent resolution of certain issues by agreement between the parties. The Company believes that any exposure with respect to those issues in the Proof of Claim is limited to interest and possible penalties and the amount of tax ultimately assessed can be offset by tax reductions in years after 1995. With respect to the tax years ended May 31, 2000 through December 31, 2008, the IRS has completed its audits of the Company's federal income tax returns for these years. The IRS issued 30 -Day Letters to the Company in June 2010 and July 2012, proposing changes to tax for these tax years. The Company believes its tax filing positions have substantial merit and filed a formal protest with the IRS within the prescribed 30 -day time limit for those issues which have not been previously settled or conceded. The IRS filed a rebuttal to the Company's formal protest and the case was assigned to the Appeals Division of the IRS. The Appeals Division convened a hearing on March 8, 2011 and heard arguments from both parties as to issues not settled or conceded for the 2000 through 2008 audit periods. In September 2014, the IRS Appeals Office returned these tax periods to IRS Examination Division to be placed into suspense pending the resolution of the tax periods that are at issue in the Florida Bankruptcy Court. The disputed issues in these audit periods are similar to the issues remaining in the Proof of Claim. On July 15, 2015, the Debtors filed the Bankruptcy Petitions for relief under the Bankruptcy Code ("the 2015 Bankruptcy Cases") in the Court. In connection with the 2015 Bankruptcy Cases, the Company intends to seek a comprehensive resolution of all outstanding federal tax issues, including, to the extent possible, issues relating to the Proof of Claim asserted in the 1989 Bankruptcy Cases and the Adversary Proceeding. With respect to the 2009 through 2013 tax years, the IRS is conducting an audit of the Company's federal income tax returns for those years. Since the examination is ongoing, any resulting tax deficiency or overpayment cannot be estimated at this time. During 2015, the statute of limitations for assessing additional income tax deficiencies will expire for certain tax years in several state tax jurisdictions. The expiration of the statute of limitations for these years is expected to have an immaterial impact on the total uncertain income tax positions and net income. It is reasonably possible that the amount of unrecognized tax benefits will change in the next twelve months. As of June 30, 2015, the Company had $33.0 million of accruals for unrecognized tax benefits on the matters subject to disposition. Due to the uncertainty related to the potential outcome of these matters, any possible changes in unrecognized tax benefits cannot be reasonably estimated. The Company believes that all of its current and prior tax filing positions have substantial merit and intends to vigorously defend any tax claims asserted. The Company believes that it has sufficient accruals to address any claims, including interest and penalties, and does not believe that any potential difference between the final settlements and the amounts accrued will have a material effect on the Company's financial position, but such potential difference could be material to results of operations in a future reporting period. Environmental Matters The Company is subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the construction and operation of its plants, mines and other facilities and with respect to remediating environmental conditions that may exist at its own and other properties. The Company believes that it is in substantial compliance with federal, state and local environmental laws and regulations. The Company accrues for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and can be reasonably estimated. Walter Coke, Inc. Walter Coke, Inc. ("Walter Coke") entered into a decree order in 1989 (the "1989 Order") relative to a Resource Conservation Recovery Act ("RCRA") compliance program mandated by the Environmental Protection Agency ("EPA"). A RCRA Facility Investigation ("RFI") Work Plan was prepared which proposed investigative tasks to assess the presence of contamination at the Walter Coke facility. In 2004, the EPA re-directed Walter Coke's RFI efforts toward completion of the Environmental Indicator ("EI") determinations for the Current Human Exposures, which were approved and finalized for Walter Coke's Birmingham facility in 2005. In 2008, as a follow-up to the EI determination, the EPA requested that Walter Coke perform additional soil sampling and testing in the neighborhoods surrounding its facility. The results of this sampling and testing were submitted to the EPA for review in 2009. In conjunction with the plan, Walter Coke agreed to remediate portions of 23 properties based on the 2009 sampling and that process was completed in 2012. In 2011, the EPA notified Walter Coke in the form of a General Notice Letter that it proposed that the offsite remediation project ("35th Avenue Superfund Site") be classified and managed as a Superfund site under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), allowing other Potentially Responsible Parties ("PRPs") to potentially be held responsible. Under CERCLA authority, the EPA proceeded directly with the offsite sampling work and deferred any further enforcement actions or decisions. In March 2013, the EPA released the North Birmingham Air Toxics Risk Assessment showing the air quality around Company facilities to be acceptable. In August 2013, the Agency for Toxic Substances and Disease Registry ("ATSDR") released a report concerning past, present and future exposures to residential soils in North Birmingham and concluded that there is no public health hazard. In September 2013, the EPA sent an "Offer to Conduct Work" letter to Walter Coke and four other PRPs notifying them that the EPA had completed sampling at 1,100 residential properties and that 400 properties exceeded Regional Removal Management Levels ("RMLs") and offered the PRPs an opportunity to cleanup 50 Phase I properties. The Company has notified the EPA that it has declined the Offer to Conduct Work. In July 2014, the Jefferson County Department of Health ("JCDH") said that there are no apparent health risks to individuals living in North Birmingham. In August 2014, the EPA sent an “Offer to Conduct Work” letter to Walter Coke and five other PRPs and offered the PRPs an opportunity to cleanup 30 Phase II properties. The Company has notified the EPA that it has declined the Offer to Conduct Work. In September 2014, the EPA proposed to add the 35th Avenue Superfund Site to the National Priorities List ("NPL"). The EPA has accepted and is reviewing comments to the proposed listing. In April 2015, ATSDR released an evaluation of air exposures to communities adjacent to the 35th Avenue Superfund Site and concluded that current exposures are unlikely to result in harmful effects in individuals and that the current estimated cumulative cancer risks are within the EPA's target risk range. In response to an informal EPA request, on June 30, 2015, the Company corresponded with the EPA declining to negotiate a potential consent order concerning the performance of future work and the EPA’s past costs. The Company understands that the EPA made a similar request to the other identified PRPs. In connection with that request, the EPA informally indicated that, as of April 2015, it had incurred approximately $17.0 million in costs at the 35th Avenue Superfund Site. The Company has not been provided any documentation for or otherwise independently verified that claim. The EPA also indicated that it will continue expending additional monies at the 35th Avenue Superfund Site if no PRP agrees to assume the work. The EPA has thus far not responded to various technical showings that the Company has made indicating that the conditions at the 35th Avenue Superfund Site appear to be inconsistent with the Company’s operations and that they are more likely the result of other industrial and/or non-industrial sources. For this and other reasons, the Company continues to believe that it has meritorious defenses to any claim for response costs that the EPA or a third party may assert. The Company also notes that if it were found liable, numerous issues would require determination in order to ascertain the extent of such liability, including without limitation the relative contributions of other PRPs thus far identified and possible PRPs not thus far named by the EPA. A RCRA Section 3008(h) Administrative Order on Consent (the "2012 Order") with the effective date of September 24, 2012 was signed by Walter Coke and the EPA. The 2012 Order declared that all of the approved investigation tasks of the RFI Work Plans required by the 1989 Order had been completed by Walter Coke and that the 1989 Order was terminated and is no longer in effect. The objectives of the 2012 Order are to perform Corrective Measure Studies, implement remedies if necessary, and implement and maintain institutional controls if required at the Walter Coke facility. The Company has incurred costs to investigate the presence of contamination at the Walter Coke facility and to define remediation actions to address this environmental liability in accordance with the agreements reached with the EPA under the RFI and the residential soil sampling conducted by Walter Coke in the neighborhoods surrounding its facility. At June 30, 2015, the Company had an amount accrued that is probable and can be reasonably estimated for the costs to be incurred to identify and define remediation actions, as well as to perform certain remedial tasks which can be quantified. As of June 30, 2015, the amount of this accrual was not material to the Company's consolidated financial statements. While it is probable that the Company will incur additional future costs to remediate environmental liabilities at the Walter Coke facility, the amount of such additional costs cannot be reasonably estimated at this time. Although no assurances can be given that the Company will not be required in the future to make material expenditures relating to the Walter Coke site or other sites, management does not believe at this time that the cleanup costs, if any, associated with these sites will have a material adverse effect on the Company's consolidated financial statements, but such cleanup costs could be material to the Company's results of operations in a future reporting period. Securities Class Actions and Shareholder Derivative Actions On January 26, 2012 and March 15, 2012, putative class actions were filed against Walter Energy and some of its current and former senior executive officers in the U.S. District Court for the Northern District of Alabama ( Rush v. Walter Energy, Inc., et al. ). The three executive officers named in the complaints are: Keith Calder, Walter Energy's former CEO; Walter Scheller, Walter Energy's current CEO and a director; and Neil Winkelmann, former President of Walter Energy's Canadian and U.K. operations (collectively the "Individual Defendants"). The complaints were filed by Peter Rush and Michael Carney, purported shareholders of Walter Energy who each seek to represent a class of Walter Energy shareholders who purchased common stock between April 20, 2011 and September 21, 2011. These complaints allege that Walter Energy and the Individual Defendants made false and misleading statements regarding the Company's operations outlook for the second quarter of 2011. The complaints further allege that Walter Energy and the Individual Defendants knew that these statements were misleading and failed to disclose material facts that were necessary in order to make the statements not misleading. Plaintiffs claimed violations of Section 10(b) of the Securities Exchange Act of 1934 (the "1934 Act"), Rule 10b-5 promulgated thereunder, and Section 20(a) of the 1934 Act. On May 30, 2012, the two actions were consolidated into In re Walter Energy, Inc. Securities Litigation . The court also appointed the Government of Bermuda Contributory and Public Service Superannuation Pension Plans as well as the Stephen C. Beaulieu Revocable Trust to be lead plaintiffs and approved lead plaintiffs' selection of Robbins Geller Rudman & Dowd LLP and Kessler Topaz Meltzer & Check, LLP as lead plaintiffs' counsel for the consolidated action. On August 20, 2012, Lead Plaintiffs filed a consolidated amended class action complaint in this action. The consolidated amended complaint names as an additional defendant Joseph Leonard, a current director and former interim CEO of Walter Energy, in addition to the previously named defendants. Defendants filed a Motion to Dismiss the amended complaint on October 4, 2012. On January 29, 2013, the court denied that motion without prejudice. Defendants answered the complaint on February 15, 2013. Plaintiffs filed a motion for class certification on August 15, 2013. On March 18, 2014, the Court denied Plaintiffs' motion for class certification without prejudice to refiling and rebriefing and stayed this litigation pending a decision by the United States Supreme Court in Halliburton Co., et al. v. Erica P. John Fund, Inc. (" Halliburton II "). Following the U.S. Supreme Court's decision in Halliburton II on June 23, 2014, Plaintiffs filed a renewed motion for class certification on August 29, 2014. Defendants' filed their opposition on October 28, 2014, and Plaintiffs' Reply was filed on January 30, 2015. On May 14, 2015, the Court denied plaintiffs' renewed motion for class certification without prejudice. All other deadlines have been stayed by the Court. On June 12, 2015, the court issued a stipulated order dismissing, without prejudice, all claims brought against Walter Energy. On July 15, 2015, the remaining parties in the securities class action executed a settlement agreement which resolves all claims for $25.0 million . The settlement payment will be funded by the Company's Directors and Officers liability insurance policy. On July 15, 2015, plaintiffs filed a motion for preliminary approval of the settlement agreement and the settlement is subject to court approval. On February 7, 2012, a shareholder derivative lawsuit was filed in the 10th Judicial Circuit of Alabama ( Israni v. Clark et al. ). On February 10, 2012, a second shareholder derivative suit was filed in the same court ( Himmel v. Scheller et al. ), and on February 16, 2012 a third derivative suit was filed ( Walters v. Scheller et al. ). All three complaints named as defendants the Company's then current Board of Directors, Keith Calder and Neil Winkelmann. The Company was named as a nominal defendant in each complaint. The three complaints allege similar claims to those alleged in the Rush complaint. The complaints variously assert state law claims for breaches of fiduciary duties for alleged failures to maintain internal controls and to properly manage the Company, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control. The three derivative actions seek among other things, recovery for the Company for damages that the Company suffered as a result of alleged wrongful conduct. On April 11, 2012, the Court consolidated these shareholder derivative suits. Walter Energy thereafter entered into a stipulation with the lead plaintiffs in the consolidated derivative suit, pursuant to which all proceedings in the derivative action were stayed pending the filing of the consolidated amended complaint in the class action. On September 19, 2012, lead plaintiffs filed a consolidated shareholder derivative complaint. This action has been stayed pending the resolution of summary judgment motions in the putative securities class action. The derivative plaintiffs will have certain rights to participate in discovery taken in the federal securities action. On March 1, 2012, a shareholder derivative lawsuit was filed in the U.S. District Court for the Northern District of Alabama ( Makohin v. Clark, et al. ). On September 27, 2012, a second shareholder derivative lawsuit was filed in the same court ( Sinerius v. Beatty, et al. ). Both complaints name as defendants the Company's then current Board of Directors and Keith Calder. The Company is named as a nominal defendant in each complaint. These complaints, like the state court derivative claims, allege similar facts to those alleged in the Rush complaint. The Makohin complaint asserts state law claims for breaches of fiduciary duties and unjust enrichment, while the Sinerius complaint asserts these same claims as well as claims for abuse of control and gross mismanagement. Both actions seek, among other things, recovery for the Company for damages that the Company suffered as a result of alleged wrongful conduct and restitution from defendants of all profits, benefits and other compensation that they wrongfully obtained. Like the state court derivative action, both of these cases have been stayed pending resolution of summary judgment motions in the putative securities class action. The federal derivative plaintiffs will also have certain rights to participate in discovery taken in the federal securities action. Walter Energy and the other named defendants believe that there is no merit to the claims alleged in these shareholder derivative lawsuits and intend to vigorously defend these actions. Miscellaneous Litigation Wolverine Mine In connection with the idling of the Wolverine Mine in April 2014, approximately 302 unionized employees represented by the United Steelworkers of America, Local 1-424 (“USW Local 1-424”) were laid off. There were also a number of non-union staff employees whose jobs were affected by the idling. If the Company does not recall the affected unionized employees to work prior to April 15, 2016, then the Company would be required to pay contractual severance of two weeks’ pay per year of service, to a maximum of ten weeks, for each unionized employee pursuant to USW Local 1-424, and additional sums that would be payable pursuant to local labour laws to both unionized and non-union employees. The Company has estimated the additional severance costs of up to CAD $12.0 million , subject to various defenses the Company believes it has to the amount of individual severance claims. The Company continues to evaluate operating strategies to achieve value from the Wolverine reserves which could impact the potential future severance payments. For example, if the Company recalls employees to work within 24 months of their date of layoff, no severance payments would be owed. The Company has not accrued any of this potential severance liability because the ultimate outcome is uncertain. The Company and its subsidiaries are parties to a number of other lawsuits arising in the ordinary course of their businesses. The Company records costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company's future results of operations cannot be predicted with certainty as any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, the Company believes that the final outcome of such other litigation will not have a material adverse effect on the Company's consolidated financial statements. Effect of Automatic Stay The Debtors filed voluntary petitions for relief under the Bankruptcy Code on July 15, 2015 (the “Petition Date”) in the Bankruptcy Court. Each of the Debtors continues to operate its business and manage its property as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. Subject to certain exceptions under the Bankruptcy Code, the filing of the Debtors’ Chapter 11 Cases, pursuant to Section 362(a) of the Bankruptcy Code, automatically enjoined, or stayed, among other things, the continuation of most judicial or administrative proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. Thus, the automatic stay may have no effect on certain matters described above. The Debtors have notified their respective local counsel to file notices of the bankruptcy filings and suggestions of stay in the applicable matters for which they represent one or more of the Debtors. Without limitation, the Company’s counsel in the shareholder derivative actions pending in the 10th Judicial Circuit of Alabama and the U.S. District Court for the Northern District of Alabama, which are described above, filed a notice of bankruptcy and suggestion of stay, as those matters are property of the Company’s bankruptcy estate under Section 541 of the Bankruptcy Code. Commitments and Contingencies—Other In the opinion of management, accruals associated with contingencies incurred in the normal course of business are sufficient. Resolution of existing known contingencies is not expected to significantly affect the Company's financial position and results of operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2015 , net of tax (in thousands): Pension and other postretirement benefit plans Foreign currency translation adjustment Total Beginning balance as of December 31, 2014 $ (198,969 ) $ (19,079 ) $ (218,048 ) Other comprehensive income before reclassifications — 3,095 3,095 Amounts reclassified from accumulated other comprehensive loss 7,399 — (1) 7,399 Net current-period other comprehensive income 7,399 3,095 10,494 Ending balance as of June 30, 2015 $ (191,570 ) $ (15,984 ) $ (207,554 ) (1) Foreign currency translation adjustments are reclassified from accumulated other comprehensive loss to earnings upon sale or substantially complete liquidation of an investment in a foreign entity. The following table presents amounts reclassified out of each component of accumulated other comprehensive loss for the six months ended June 30, 2015 (in thousands): Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Condensed Consolidated Statements of Operations Amortization of pension and other postretirement benefit plans: Prior service credit $ (2,766 ) (a) Net actuarial loss 15,048 (a) 12,282 Total before tax (4,883 ) Income tax benefit $ 7,399 Net of tax (a) Amortization of pension benefit items are included in cost of sales (exclusive of depreciation and depletion) and selling, general and administrative expense while amortization of postretirement benefit items are included in other postretirement benefits within the Condensed Consolidated Statements of Operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy has been established for valuing assets and liabilities based on how transparent (observable) the inputs are that are used to determine fair value, with the inputs considered most observable categorized as Level 1 and those that are the least observable categorized as Level 3. Hierarchy levels are defined as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and Level 3: Unobservable inputs that are supported by little or no market data which require the reporting entity to develop its own assumptions. The Company had no assets or liabilities measured at fair value on a recurring basis as of June 30, 2015 or December 31, 2014 . The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected: Cash and cash equivalents, receivables and accounts payable —The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate fair value. Cash equivalents represent highly-liquid instruments and constitute Level 1 fair value measurements. Debt —All of the Company's outstanding debt is carried at cost. There were no borrowings outstanding under the revolver at June 30, 2015 or December 31, 2014 . The estimated fair value of the Company's debt is based on observable market data (Level 2). The carrying amounts and fair values of the Company's long-term debt (excluding capital lease obligations, equipment financing agreements, and debt discounts and debt issuance costs on the revolver of $1.2 million and $0.2 million , respectively, as of June 30, 2015 and $1.5 million and $0.3 million , respectively, as of December 31, 2014 ) are presented below (in thousands): June 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value 2011 term loan B (1) $ 955,263 $ 523,325 $ 951,583 $ 755,936 9.50% senior secured notes (2) $ 951,131 $ 533,500 $ 949,537 $ 759,025 11.00%/12.00% senior secured PIK toggle notes (3) $ 353,560 $ 19,828 $ 342,631 $ 113,750 9.875% senior notes (4) $ 379,243 $ 10,670 $ 378,664 $ 77,600 8.50% senior notes (5) $ 377,257 $ 9,582 $ 442,481 $ 85,500 _______________________________________________________________________________ (1) Net of debt discount and debt issuance costs of $10.2 million and $12.7 million , respectively, as of June 30, 2015 and $11.9 million and $14.7 million , respectively, as of December 31, 2014 . (2) Net of debt discount and debt issuance costs of $2.6 million and $16.3 million , respectively, as of June 30, 2015 and $2.7 million and $17.8 million , respectively, as of December 31, 2014 . (3) Net of debt issuance costs of $6.9 million and $7.4 million as of June 30, 2015 and December 31, 2014 , respectively. (4) Net of debt discount and debt issuance costs of $2.1 million and $6.7 million , respectively, as of June 30, 2015 and $2.2 million and $7.1 million , respectively, as of December 31, 2014 . (5) Net of debt issuance costs of $6.0 million and $7.5 million as of June 30, 2015 and December 31, 2014 , respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company's reportable segments are strategic business units arranged geographically which have separate management teams. The business units have been aggregated into the U.S. Operations, Canadian and U.K. Operations, and Other reportable segments. The primary business of both the U.S. Operations and Canadian and U.K. Operations segments is mining and exporting metallurgical coal for the steel industry. The Other segment primarily includes unallocated corporate expenses. The accounting policies of the segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . The Company evaluates performance primarily based on operating income (loss) of the respective segments. Summarized financial information of the Company's reportable segments is shown in the following tables (in thousands): For the three months ended For the six months ended 2015 2014 2015 2014 Revenues: U.S. Operations $ 188,311 $ 298,685 $ 439,322 $ 629,349 Canadian and U.K. Operations 7,486 79,044 46,500 160,621 Other 830 622 1,731 2,266 Total revenues $ 196,627 $ 378,351 $ 487,553 $ 792,236 Segment operating loss: U.S. Operations $ (78,163 ) $ (30,409 ) $ (124,926 ) $ (24,539 ) Canadian and U.K. Operations (2,928,775 ) (66,426 ) (2,963,096 ) (119,044 ) Other (14,716 ) (2,604 ) (19,975 ) (2,918 ) Total operating loss (3,021,654 ) (99,439 ) (3,107,997 ) (146,501 ) Interest expense, net (74,851 ) (73,402 ) (153,087 ) (138,834 ) Gain (loss) on extinguishment of debt — 11,397 58,626 (2,492 ) Other income (loss), net — 978 — (778 ) Loss before income tax benefit (3,096,505 ) (160,466 ) (3,202,458 ) (288,605 ) Income tax benefit (641,441 ) (9,075 ) (667,198 ) (45,036 ) Net loss $ (2,455,064 ) $ (151,391 ) $ (2,535,260 ) $ (243,569 ) Depreciation and depletion: U.S. Operations $ 34,915 $ 37,694 $ 72,065 $ 76,760 Canadian and U.K. Operations 15,964 31,509 37,421 68,219 Other 599 613 1,174 1,261 Total $ 51,478 $ 69,816 $ 110,660 $ 146,240 Capital expenditures: U.S. Operations $ 29,706 $ 29,490 $ 46,373 $ 39,741 Canadian and U.K. Operations 1,020 1,435 1,361 2,044 Other 239 270 598 1,691 Total $ 30,965 $ 31,195 $ 48,332 $ 43,476 June 30, December 31, Segment assets: U.S. Operations $ 995,426 $ 1,122,850 Canadian and U.K. Operations 562,994 3,538,073 Other 569,292 670,441 Total $ 2,127,712 $ 5,331,364 |
Supplemental Guarantor and Non-
Supplemental Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Guarantor and Non-Guarantor Financial Information | |
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. 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) JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total ASSETS Cash and cash equivalents $ 230,340 $ — $ 36,663 $ — $ 267,003 Trade receivables, net — 70,005 1,665 — 71,670 Other receivables 125,524 2,684 527 — 128,735 Intercompany receivables 4,401 134,300 — (138,701 ) — Inventories — 100,627 61,479 — 162,106 Deferred income taxes 15,984 — 263 — 16,247 Prepaid expenses 8,118 40,773 3,303 — 52,194 Other current assets 164 6,673 2,243 — 9,080 Total current assets 384,531 355,062 106,143 (138,701 ) 707,035 Mineral interests, net — 132,125 314,445 — 446,570 Property, plant and equipment, net 6,618 683,146 213,921 — 903,685 Investment in subsidiaries 814,796 6,477 — (821,273 ) — Other long-term assets 39,909 13,533 16,980 — 70,422 Total assets $ 1,245,854 $ 1,190,343 $ 651,489 $ (959,974 ) $ 2,127,712 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Accounts payable $ 19,875 $ 27,073 $ 3,804 $ — $ 50,752 Accrued expenses 66,462 51,039 11,899 — 129,400 Intercompany payables 134,300 — 4,401 (138,701 ) — Pension and other postretirement benefits obligation 851 28,937 — — 29,788 Liability for uncertain tax positions 161,271 — 4,829 — 166,100 Other current liabilities 12,001 26,238 15,172 — 53,411 Current debt 3,015,052 9,361 1,436 — 3,025,849 Total current liabilities 3,409,812 142,648 41,541 (138,701 ) 3,455,300 Deferred income taxes 27,432 — 42,605 — 70,037 Pension and other postretirement benefits obligation 10,457 635,422 — — 645,879 Other long-term liabilities 30,082 100,469 57,874 — 188,425 Total liabilities 3,477,783 878,539 142,020 (138,701 ) 4,359,641 Stockholders' equity (deficit): (2,231,929 ) 311,804 509,469 (821,273 ) (2,231,929 ) Total liabilities and stockholders' equity (deficit) $ 1,245,854 $ 1,190,343 $ 651,489 $ (959,974 ) $ 2,127,712 WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) DECEMBER 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total 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 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 43,420 17,857 6,471 — 67,748 Total assets $ 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 Liability for uncertain tax positions 156,486 — 7,862 — 164,348 Other current liabilities 11,958 27,172 12,474 — 51,604 Total current liabilities 434,993 154,777 52,909 (221,070 ) 421,609 Long-term debt 3,063,121 5,704 53 — 3,068,878 Deferred income taxes 23,766 — 706,919 — 730,685 Pension and other postretirement benefits obligation 10,502 630,729 — — 641,231 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 Total liabilities and stockholders' equity $ 3,849,085 $ 1,342,513 $ 3,600,694 $ (3,460,928 ) $ 5,331,364 WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 183,315 $ 10,520 $ — $ 193,835 Miscellaneous income (loss) 775 2,630 (613 ) — 2,792 Total revenues 775 185,945 9,907 — 196,627 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 203,680 22,187 — 225,867 Depreciation and depletion 599 34,012 16,867 — 51,478 Selling, general and administrative 14,458 10,998 2,773 — 28,229 Other postretirement benefits (66 ) 12,399 — — 12,333 Restructuring charges 355 1,322 769 — 2,446 Asset impairments — — 2,897,928 — 2,897,928 Total costs and expenses 15,346 262,411 2,940,524 — 3,218,281 Operating loss (14,571 ) (76,466 ) (2,930,617 ) — (3,021,654 ) Interest income (expense), net (75,234 ) (166 ) 549 — (74,851 ) Loss before income tax benefit (89,805 ) (76,632 ) (2,930,068 ) — (3,096,505 ) Income tax benefit (3,239 ) — (638,202 ) — (641,441 ) Equity in net losses of subsidiaries (2,368,498 ) — — 2,368,498 — Net loss $ (2,455,064 ) $ (76,632 ) $ (2,291,866 ) $ 2,368,498 $ (2,455,064 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 298,199 $ 79,783 $ — $ 377,982 Miscellaneous income (loss) 324 1,851 (1,806 ) — 369 Total revenues 324 300,050 77,977 — 378,351 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 244,186 99,575 — 343,761 Depreciation and depletion 613 36,154 33,049 — 69,816 Selling, general and administrative 1,961 11,647 5,394 — 19,002 Other postretirement benefits (44 ) 13,913 — — 13,869 Restructuring charges 514 681 7,104 — 8,299 Asset impairments — 23,043 — — 23,043 Total costs and expenses 3,044 329,624 145,122 — 477,790 Operating loss (2,720 ) (29,574 ) (67,145 ) — (99,439 ) Interest expense, net (72,338 ) (251 ) (813 ) — (73,402 ) Gain on extinguishment of debt 11,397 — — — 11,397 Other income (loss), net 981 — (3 ) — 978 Loss before income tax expense (benefit) (62,680 ) (29,825 ) (67,961 ) — (160,466 ) Income tax expense (benefit) 16,128 (6,988 ) (18,215 ) — (9,075 ) Equity in net losses of subsidiaries (72,583 ) — — 72,583 — Net loss $ (151,391 ) $ (22,837 ) $ (49,746 ) $ 72,583 $ (151,391 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 431,685 $ 47,796 $ — $ 479,481 Miscellaneous income 1,228 2,885 3,959 — 8,072 Total revenues 1,228 434,570 51,755 — 487,553 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 436,096 74,464 — 510,560 Depreciation and depletion 1,174 70,276 39,210 — 110,660 Selling, general and administrative 19,841 23,493 5,956 — 49,290 Other postretirement benefits (133 ) 24,799 — — 24,666 Restructuring charges 355 1,322 769 — 2,446 Asset impairments — — 2,897,928 — 2,897,928 Total costs and expenses 21,237 555,986 3,018,327 — 3,595,550 Operating loss (20,009 ) (121,416 ) (2,966,572 ) — (3,107,997 ) Interest expense, net (151,590 ) (361 ) (1,136 ) — (153,087 ) Gain on extinguishment of debt 58,626 — — — 58,626 Loss before income tax benefit (112,973 ) (121,777 ) (2,967,708 ) — (3,202,458 ) Income tax benefit (3,239 ) — (663,959 ) — (667,198 ) Equity in net losses of subsidiaries (2,425,526 ) — — 2,425,526 — Net loss $ (2,535,260 ) $ (121,777 ) $ (2,303,749 ) $ 2,425,526 $ (2,535,260 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 623,110 $ 160,101 $ — $ 783,211 Miscellaneous income 979 3,730 4,316 — 9,025 Total revenues 979 626,840 164,417 — 792,236 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 498,227 195,409 — 693,636 Depreciation and depletion 1,261 74,255 70,724 — 146,240 Selling, general and administrative 3,114 25,505 11,162 — 39,781 Other postretirement benefits (88 ) 27,826 — — 27,738 Restructuring charges 514 681 7,104 — 8,299 Asset impairments — 23,043 — — 23,043 Total costs and expenses 4,801 649,537 284,399 — 938,737 Operating loss (3,822 ) (22,697 ) (119,982 ) — (146,501 ) Interest expense, net (144,742 ) 6,983 (1,075 ) — (138,834 ) Loss on extinguishment of debt (2,492 ) — — — (2,492 ) Other loss, net (719 ) — (59 ) — (778 ) Loss before income tax benefit (151,775 ) (15,714 ) (121,116 ) — (288,605 ) Income tax benefit (2,433 ) (4,359 ) (38,244 ) — (45,036 ) Equity in net losses of subsidiaries (94,227 ) — — 94,227 — Net loss $ (243,569 ) $ (11,355 ) $ (82,872 ) $ 94,227 $ (243,569 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (2,455,064 ) $ (76,632 ) $ (2,291,866 ) $ 2,368,498 $ (2,455,064 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 3,700 3,550 — (3,550 ) 3,700 Change in foreign currency translation adjustment 21,420 — 21,420 (21,420 ) 21,420 Total other comprehensive income 25,120 3,550 21,420 (24,970 ) 25,120 Total comprehensive loss $ (2,429,944 ) $ (73,082 ) $ (2,270,446 ) $ 2,343,528 $ (2,429,944 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (151,391 ) $ (22,837 ) $ (49,746 ) $ 72,583 $ (151,391 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 3,498 3,187 — (3,187 ) 3,498 Change in foreign currency translation adjustment 11,264 — 11,264 (11,264 ) 11,264 Total other comprehensive income 14,762 3,187 11,264 (14,451 ) 14,762 Total comprehensive loss $ (136,629 ) $ (19,650 ) $ (38,482 ) $ 58,132 $ (136,629 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (2,535,260 ) $ (121,777 ) $ (2,303,749 ) $ 2,425,526 $ (2,535,260 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 7,399 7,100 — (7,100 ) 7,399 Change in foreign currency translation adjustment 3,095 — 3,095 (3,095 ) 3,095 Total other comprehensive income 10,494 7,100 3,095 (10,195 ) 10,494 Total comprehensive loss $ (2,524,766 ) $ (114,677 ) $ (2,300,654 ) $ 2,415,331 $ (2,524,766 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (243,569 ) $ (11,355 ) $ (82,872 ) $ 94,227 $ (243,569 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 7,017 6,991 — (6,991 ) 7,017 Change in unrealized gain on hedges, net of tax 1,679 3 — (3 ) 1,679 Change in foreign currency translation adjustment 13,428 — 13,428 (13,428 ) 13,428 Total other comprehensive income 22,124 6,994 13,428 (20,422 ) 22,124 Total comprehensive loss $ (221,445 ) $ (4,361 ) $ (69,444 ) $ 73,805 $ (221,445 ) WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Cash flows provided by (used in) operating activities $ 22,008 $ (151,526 ) $ (17,612 ) $ — $ (147,130 ) INVESTING ACTIVITIES Additions to property, plant and equipment (598 ) (44,984 ) (2,750 ) — (48,332 ) Proceeds from sale of property, plant and equipment — 1,454 252 — 1,706 Other — — 589 — 589 Cash flows used in investing activities (598 ) (43,530 ) (1,909 ) — (46,037 ) FINANCING ACTIVITIES Retirements of debt — (3,550 ) (3,498 ) — (7,048 ) Advances from (to) consolidated entities (212,543 ) 197,489 15,054 — — Other (60 ) — — — (60 ) Cash flows provided by (used in) financing activities (212,603 ) 193,939 11,556 — (7,108 ) Effect of foreign exchange rates on cash — — (1,254 ) — (1,254 ) Net decrease in cash and cash equivalents (191,193 ) (1,117 ) (9,219 ) — (201,529 ) Cash and cash equivalents at beginning of period 421,533 1,117 45,882 — 468,532 Cash and cash equivalents at end of period $ 230,340 $ — $ 36,663 $ — $ 267,003 WALTER ENERGY, INC. AND SUBSIDIARIES SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Cash flows provided by (used in) operating activities $ (112,535 ) $ 98,093 $ (24,566 ) $ — $ (39,008 ) INVESTING ACTIVITIES Additions to property, plant and equipment (1,691 ) (37,459 ) (4,326 ) — (43,476 ) Intercompany loans made (3,700 ) — — 3,700 — Intercompany loans received 1,828 — — (1,828 ) — Other — — (350 ) — (350 ) Cash flows used in investing activities (3,563 ) (37,459 ) (4,676 ) 1,872 (43,826 ) FINANCING ACTIVITIES Proceeds from issuance of debt 553,000 — — — 553,000 Retirements of debt (406,566 ) (3,685 ) (3,873 ) — (414,124 ) Dividends paid (1,284 ) — — — (1,284 ) Debt issuance costs (21,325 ) — — — (21,325 ) Advances from (to) consolidated entities 13,934 (53,903 ) 39,969 — — Intercompany notes borrowings — — 3,700 (3,700 ) — Intercompany notes payments — — (1,828 ) 1,828 — Other (191 ) — — — (191 ) Cash flows provided by (used in) financing activities 137,568 (57,588 ) 37,968 (1,872 ) 116,076 Effect of foreign exchange rates on cash — — (588 ) — (588 ) Net increase in cash and cash equivalents 21,470 3,046 8,138 — 32,654 Cash and cash equivalents at beginning of period 234,150 1,620 25,048 — 260,818 Cash and cash equivalents at end of period $ 255,620 $ 4,666 $ 33,186 $ — $ 293,472 |
Business and Basis of Present22
Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2014 included in the Company's Annual Report filed on Form 10-K with the U.S. Securities and Exchange Commission. The balance sheet at December 31, 2014 has been derived from the audited consolidated balance sheet for the year ended December 31, 2014 included in the Company's Annual Report filed on Form 10-K. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) . ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the recognized debt liability. |
Business and Basis of Present23
Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of revision of balance sheet in relation to early adoption of accounting standards | The following reflects the revisions for the year ended December 31, 2014: December 31, 2014 Other current assets, prior to revision $ 19,542 Revision of debt issuance costs (10,257 ) Other current assets, as revised $ 9,285 Other long-term assets, prior to revision $ 112,256 Revision of debt issuance costs (44,508 ) Other long-term assets, as revised $ 67,748 Long-term debt, prior to revision $ 3,123,643 Revision of debt issuance costs (54,765 ) Long-term debt, as revised $ 3,068,878 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories are summarized as follows (in thousands): June 30, 2015 December 31, 2014 Coal $ 106,443 $ 136,335 Raw materials, supplies and other 55,663 65,263 Total inventories $ 162,106 $ 201,598 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of debt instruments | Debt consisted of the following (dollars in thousands): June 30, December 31, Weighted Average Stated Interest Rate at June 30, 2015 Final 2011 term loan B $ 978,178 $ 978,178 7.25% 2018 9.50% senior secured notes 970,000 970,000 9.50% 2019 11.00% / 12.00% senior secured PIK toggle notes 360,500 350,000 11.00% / 12.00% 2020 9.875% senior notes 388,000 388,000 9.88% 2020 8.50% senior notes (1) 383,275 450,000 8.50% 2021 Other (2) 10,797 18,085 Various Various Debt discount, net (16,096 ) (18,293 ) Debt issuance costs (48,805 ) (54,765 ) Total debt 3,025,849 3,081,205 Less: current debt (2) (3,025,849 ) (12,327 ) Total long-term debt $ — $ 3,068,878 _______________________________________________________________________________ (1) On March 6, 2015, the Company issued an aggregate of 8.65 million shares of its common stock in exchange for $66.7 million of its 8.50% Senior Notes due 2021 and recognized a net gain on extinguishment of debt of $58.6 million in the six months ended June 30, 2015. (2) Includes capital lease obligations and an equipment financing agreement. |
Pension and Other Postretirem26
Pension and Other Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of net periodic benefit cost | The components of net periodic benefit cost are as follows (in thousands): Pension Benefits Other Postretirement For the three months ended June 30, For the three months ended June 30, 2015 2014 2015 2014 Components of net periodic benefit cost: Service cost $ 2,178 $ 1,701 $ 1,875 $ 1,944 Interest cost 3,297 3,316 6,351 7,726 Expected return on plan assets (3,696 ) (4,553 ) — — Amortization of prior service cost (credit) 169 61 (1,552 ) 307 Amortization of net actuarial loss 1,865 550 5,659 3,892 Settlement loss — 843 — — Net periodic benefit cost $ 3,813 $ 1,918 $ 12,333 $ 13,869 Pension Benefits Other Postretirement For the six months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 Components of net periodic benefit cost: Service cost $ 4,356 $ 3,402 $ 3,750 $ 3,888 Interest cost 6,594 6,664 12,702 15,452 Expected return on plan assets (7,392 ) (9,106 ) — — Amortization of prior service cost (credit) 338 122 (3,104 ) 614 Amortization of net actuarial loss 3,730 1,192 11,318 7,784 Settlement loss — 1,627 — — Net periodic benefit cost $ 7,626 $ 3,901 $ 24,666 $ 27,738 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of the basic and diluted net loss per share computations | A reconciliation of the basic and diluted net loss per share computations for the three and six months ended June 30, 2015 and 2014 , respectively, is as follows (in thousands, except per share data): For the three months ended June 30, 2015 2014 Numerator: Net loss $ (2,455,064 ) $ (151,391 ) Denominator: Average number of common shares outstanding (1) 80,941 65,024 Basic and diluted net loss per share $ (30.33 ) $ (2.33 ) For the six months ended June 30, 2015 2014 Numerator: Net loss $ (2,535,260 ) $ (243,569 ) Denominator: Average number of common shares outstanding (1) 77,151 63,983 Basic and diluted net loss per share $ (32.86 ) $ (3.81 ) _______________________________________________________________________________ (1) Basic earnings per share is computed by dividing net loss by the average number of common shares outstanding during the reporting period. In periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share; therefore, the effect of dilutive securities is zero for such periods. The weighted average number of stock options and restricted stock units outstanding for the three months ended June 30, 2015 and 2014 totaling 2,650,893 and 1,886,269 , respectively, were excluded from the calculation above because their effect would have been anti-dilutive. Additionally, the weighted average number of stock options and restricted stock units outstanding for the six months ended June 30, 2015 and 2014 totaling 2,391,103 and 1,347,812 , respectively, were excluded from the calculation above because their effect would have been anti-dilutive. |
Schedule of stock options exercised and restricted stock units vested | The tables below sets forth stock options exercised and restricted stock units vested for the three and six months ended June 30, 2015 and 2014 : For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 Stock options exercised — 8,659 — 18,300 Restricted stock units vested 23,388 42,849 119,009 78,552 Total 23,388 51,508 119,009 96,852 |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of changes in accumulated other comprehensive income (loss) by component | The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2015 , net of tax (in thousands): Pension and other postretirement benefit plans Foreign currency translation adjustment Total Beginning balance as of December 31, 2014 $ (198,969 ) $ (19,079 ) $ (218,048 ) Other comprehensive income before reclassifications — 3,095 3,095 Amounts reclassified from accumulated other comprehensive loss 7,399 — (1) 7,399 Net current-period other comprehensive income 7,399 3,095 10,494 Ending balance as of June 30, 2015 $ (191,570 ) $ (15,984 ) $ (207,554 ) (1) Foreign currency translation adjustments are reclassified from accumulated other comprehensive loss to earnings upon sale or substantially complete liquidation of an investment in a foreign entity. |
Schedule of amounts reclassified out of each component of accumulated other comprehensive income (loss) | The following table presents amounts reclassified out of each component of accumulated other comprehensive loss for the six months ended June 30, 2015 (in thousands): Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Condensed Consolidated Statements of Operations Amortization of pension and other postretirement benefit plans: Prior service credit $ (2,766 ) (a) Net actuarial loss 15,048 (a) 12,282 Total before tax (4,883 ) Income tax benefit $ 7,399 Net of tax (a) Amortization of pension benefit items are included in cost of sales (exclusive of depreciation and depletion) and selling, general and administrative expense while amortization of postretirement benefit items are included in other postretirement benefits within the Condensed Consolidated Statements of Operations. |
Fair Value of Financial Instr29
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and fair values of long-term debt (excluding capital obligations and equipment financing agreement) | The carrying amounts and fair values of the Company's long-term debt (excluding capital lease obligations, equipment financing agreements, and debt discounts and debt issuance costs on the revolver of $1.2 million and $0.2 million , respectively, as of June 30, 2015 and $1.5 million and $0.3 million , respectively, as of December 31, 2014 ) are presented below (in thousands): June 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value 2011 term loan B (1) $ 955,263 $ 523,325 $ 951,583 $ 755,936 9.50% senior secured notes (2) $ 951,131 $ 533,500 $ 949,537 $ 759,025 11.00%/12.00% senior secured PIK toggle notes (3) $ 353,560 $ 19,828 $ 342,631 $ 113,750 9.875% senior notes (4) $ 379,243 $ 10,670 $ 378,664 $ 77,600 8.50% senior notes (5) $ 377,257 $ 9,582 $ 442,481 $ 85,500 _______________________________________________________________________________ (1) Net of debt discount and debt issuance costs of $10.2 million and $12.7 million , respectively, as of June 30, 2015 and $11.9 million and $14.7 million , respectively, as of December 31, 2014 . (2) Net of debt discount and debt issuance costs of $2.6 million and $16.3 million , respectively, as of June 30, 2015 and $2.7 million and $17.8 million , respectively, as of December 31, 2014 . (3) Net of debt issuance costs of $6.9 million and $7.4 million as of June 30, 2015 and December 31, 2014 , respectively. (4) Net of debt discount and debt issuance costs of $2.1 million and $6.7 million , respectively, as of June 30, 2015 and $2.2 million and $7.1 million , respectively, as of December 31, 2014 . (5) Net of debt issuance costs of $6.0 million and $7.5 million as of June 30, 2015 and December 31, 2014 , respectively. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Summarized financial information by reportable segment | Summarized financial information of the Company's reportable segments is shown in the following tables (in thousands): For the three months ended For the six months ended 2015 2014 2015 2014 Revenues: U.S. Operations $ 188,311 $ 298,685 $ 439,322 $ 629,349 Canadian and U.K. Operations 7,486 79,044 46,500 160,621 Other 830 622 1,731 2,266 Total revenues $ 196,627 $ 378,351 $ 487,553 $ 792,236 Segment operating loss: U.S. Operations $ (78,163 ) $ (30,409 ) $ (124,926 ) $ (24,539 ) Canadian and U.K. Operations (2,928,775 ) (66,426 ) (2,963,096 ) (119,044 ) Other (14,716 ) (2,604 ) (19,975 ) (2,918 ) Total operating loss (3,021,654 ) (99,439 ) (3,107,997 ) (146,501 ) Interest expense, net (74,851 ) (73,402 ) (153,087 ) (138,834 ) Gain (loss) on extinguishment of debt — 11,397 58,626 (2,492 ) Other income (loss), net — 978 — (778 ) Loss before income tax benefit (3,096,505 ) (160,466 ) (3,202,458 ) (288,605 ) Income tax benefit (641,441 ) (9,075 ) (667,198 ) (45,036 ) Net loss $ (2,455,064 ) $ (151,391 ) $ (2,535,260 ) $ (243,569 ) Depreciation and depletion: U.S. Operations $ 34,915 $ 37,694 $ 72,065 $ 76,760 Canadian and U.K. Operations 15,964 31,509 37,421 68,219 Other 599 613 1,174 1,261 Total $ 51,478 $ 69,816 $ 110,660 $ 146,240 Capital expenditures: U.S. Operations $ 29,706 $ 29,490 $ 46,373 $ 39,741 Canadian and U.K. Operations 1,020 1,435 1,361 2,044 Other 239 270 598 1,691 Total $ 30,965 $ 31,195 $ 48,332 $ 43,476 June 30, December 31, Segment assets: U.S. Operations $ 995,426 $ 1,122,850 Canadian and U.K. Operations 562,994 3,538,073 Other 569,292 670,441 Total $ 2,127,712 $ 5,331,364 |
Supplemental Guarantor and No31
Supplemental Guarantor and Non-Guarantor Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Guarantor and Non-Guarantor Financial Information | |
Schedule of supplemental condensed consolidating balance sheets | SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total ASSETS Cash and cash equivalents $ 230,340 $ — $ 36,663 $ — $ 267,003 Trade receivables, net — 70,005 1,665 — 71,670 Other receivables 125,524 2,684 527 — 128,735 Intercompany receivables 4,401 134,300 — (138,701 ) — Inventories — 100,627 61,479 — 162,106 Deferred income taxes 15,984 — 263 — 16,247 Prepaid expenses 8,118 40,773 3,303 — 52,194 Other current assets 164 6,673 2,243 — 9,080 Total current assets 384,531 355,062 106,143 (138,701 ) 707,035 Mineral interests, net — 132,125 314,445 — 446,570 Property, plant and equipment, net 6,618 683,146 213,921 — 903,685 Investment in subsidiaries 814,796 6,477 — (821,273 ) — Other long-term assets 39,909 13,533 16,980 — 70,422 Total assets $ 1,245,854 $ 1,190,343 $ 651,489 $ (959,974 ) $ 2,127,712 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Accounts payable $ 19,875 $ 27,073 $ 3,804 $ — $ 50,752 Accrued expenses 66,462 51,039 11,899 — 129,400 Intercompany payables 134,300 — 4,401 (138,701 ) — Pension and other postretirement benefits obligation 851 28,937 — — 29,788 Liability for uncertain tax positions 161,271 — 4,829 — 166,100 Other current liabilities 12,001 26,238 15,172 — 53,411 Current debt 3,015,052 9,361 1,436 — 3,025,849 Total current liabilities 3,409,812 142,648 41,541 (138,701 ) 3,455,300 Deferred income taxes 27,432 — 42,605 — 70,037 Pension and other postretirement benefits obligation 10,457 635,422 — — 645,879 Other long-term liabilities 30,082 100,469 57,874 — 188,425 Total liabilities 3,477,783 878,539 142,020 (138,701 ) 4,359,641 Stockholders' equity (deficit): (2,231,929 ) 311,804 509,469 (821,273 ) (2,231,929 ) Total liabilities and stockholders' equity (deficit) $ 1,245,854 $ 1,190,343 $ 651,489 $ (959,974 ) $ 2,127,712 SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) DECEMBER 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total 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 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 43,420 17,857 6,471 — 67,748 Total assets $ 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 Liability for uncertain tax positions 156,486 — 7,862 — 164,348 Other current liabilities 11,958 27,172 12,474 — 51,604 Total current liabilities 434,993 154,777 52,909 (221,070 ) 421,609 Long-term debt 3,063,121 5,704 53 — 3,068,878 Deferred income taxes 23,766 — 706,919 — 730,685 Pension and other postretirement benefits obligation 10,502 630,729 — — 641,231 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 Total liabilities and stockholders' equity $ 3,849,085 $ 1,342,513 $ 3,600,694 $ (3,460,928 ) $ 5,331,364 |
Schedule of supplemental condensed consolidating statements of operations | SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 183,315 $ 10,520 $ — $ 193,835 Miscellaneous income (loss) 775 2,630 (613 ) — 2,792 Total revenues 775 185,945 9,907 — 196,627 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 203,680 22,187 — 225,867 Depreciation and depletion 599 34,012 16,867 — 51,478 Selling, general and administrative 14,458 10,998 2,773 — 28,229 Other postretirement benefits (66 ) 12,399 — — 12,333 Restructuring charges 355 1,322 769 — 2,446 Asset impairments — — 2,897,928 — 2,897,928 Total costs and expenses 15,346 262,411 2,940,524 — 3,218,281 Operating loss (14,571 ) (76,466 ) (2,930,617 ) — (3,021,654 ) Interest income (expense), net (75,234 ) (166 ) 549 — (74,851 ) Loss before income tax benefit (89,805 ) (76,632 ) (2,930,068 ) — (3,096,505 ) Income tax benefit (3,239 ) — (638,202 ) — (641,441 ) Equity in net losses of subsidiaries (2,368,498 ) — — 2,368,498 — Net loss $ (2,455,064 ) $ (76,632 ) $ (2,291,866 ) $ 2,368,498 $ (2,455,064 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 298,199 $ 79,783 $ — $ 377,982 Miscellaneous income (loss) 324 1,851 (1,806 ) — 369 Total revenues 324 300,050 77,977 — 378,351 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 244,186 99,575 — 343,761 Depreciation and depletion 613 36,154 33,049 — 69,816 Selling, general and administrative 1,961 11,647 5,394 — 19,002 Other postretirement benefits (44 ) 13,913 — — 13,869 Restructuring charges 514 681 7,104 — 8,299 Asset impairments — 23,043 — — 23,043 Total costs and expenses 3,044 329,624 145,122 — 477,790 Operating loss (2,720 ) (29,574 ) (67,145 ) — (99,439 ) Interest expense, net (72,338 ) (251 ) (813 ) — (73,402 ) Gain on extinguishment of debt 11,397 — — — 11,397 Other income (loss), net 981 — (3 ) — 978 Loss before income tax expense (benefit) (62,680 ) (29,825 ) (67,961 ) — (160,466 ) Income tax expense (benefit) 16,128 (6,988 ) (18,215 ) — (9,075 ) Equity in net losses of subsidiaries (72,583 ) — — 72,583 — Net loss $ (151,391 ) $ (22,837 ) $ (49,746 ) $ 72,583 $ (151,391 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 431,685 $ 47,796 $ — $ 479,481 Miscellaneous income 1,228 2,885 3,959 — 8,072 Total revenues 1,228 434,570 51,755 — 487,553 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 436,096 74,464 — 510,560 Depreciation and depletion 1,174 70,276 39,210 — 110,660 Selling, general and administrative 19,841 23,493 5,956 — 49,290 Other postretirement benefits (133 ) 24,799 — — 24,666 Restructuring charges 355 1,322 769 — 2,446 Asset impairments — — 2,897,928 — 2,897,928 Total costs and expenses 21,237 555,986 3,018,327 — 3,595,550 Operating loss (20,009 ) (121,416 ) (2,966,572 ) — (3,107,997 ) Interest expense, net (151,590 ) (361 ) (1,136 ) — (153,087 ) Gain on extinguishment of debt 58,626 — — — 58,626 Loss before income tax benefit (112,973 ) (121,777 ) (2,967,708 ) — (3,202,458 ) Income tax benefit (3,239 ) — (663,959 ) — (667,198 ) Equity in net losses of subsidiaries (2,425,526 ) — — 2,425,526 — Net loss $ (2,535,260 ) $ (121,777 ) $ (2,303,749 ) $ 2,425,526 $ (2,535,260 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Revenues: Sales $ — $ 623,110 $ 160,101 $ — $ 783,211 Miscellaneous income 979 3,730 4,316 — 9,025 Total revenues 979 626,840 164,417 — 792,236 Cost and expenses: Cost of sales (exclusive of depreciation and depletion) — 498,227 195,409 — 693,636 Depreciation and depletion 1,261 74,255 70,724 — 146,240 Selling, general and administrative 3,114 25,505 11,162 — 39,781 Other postretirement benefits (88 ) 27,826 — — 27,738 Restructuring charges 514 681 7,104 — 8,299 Asset impairments — 23,043 — — 23,043 Total costs and expenses 4,801 649,537 284,399 — 938,737 Operating loss (3,822 ) (22,697 ) (119,982 ) — (146,501 ) Interest expense, net (144,742 ) 6,983 (1,075 ) — (138,834 ) Loss on extinguishment of debt (2,492 ) — — — (2,492 ) Other loss, net (719 ) — (59 ) — (778 ) Loss before income tax benefit (151,775 ) (15,714 ) (121,116 ) — (288,605 ) Income tax benefit (2,433 ) (4,359 ) (38,244 ) — (45,036 ) Equity in net losses of subsidiaries (94,227 ) — — 94,227 — Net loss $ (243,569 ) $ (11,355 ) $ (82,872 ) $ 94,227 $ (243,569 ) |
Schedule of supplemental condensed consolidating statements of comprehensive income (loss) | SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (151,391 ) $ (22,837 ) $ (49,746 ) $ 72,583 $ (151,391 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 3,498 3,187 — (3,187 ) 3,498 Change in foreign currency translation adjustment 11,264 — 11,264 (11,264 ) 11,264 Total other comprehensive income 14,762 3,187 11,264 (14,451 ) 14,762 Total comprehensive loss $ (136,629 ) $ (19,650 ) $ (38,482 ) $ 58,132 $ (136,629 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (2,455,064 ) $ (76,632 ) $ (2,291,866 ) $ 2,368,498 $ (2,455,064 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 3,700 3,550 — (3,550 ) 3,700 Change in foreign currency translation adjustment 21,420 — 21,420 (21,420 ) 21,420 Total other comprehensive income 25,120 3,550 21,420 (24,970 ) 25,120 Total comprehensive loss $ (2,429,944 ) $ (73,082 ) $ (2,270,446 ) $ 2,343,528 $ (2,429,944 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (2,535,260 ) $ (121,777 ) $ (2,303,749 ) $ 2,425,526 $ (2,535,260 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 7,399 7,100 — (7,100 ) 7,399 Change in foreign currency translation adjustment 3,095 — 3,095 (3,095 ) 3,095 Total other comprehensive income 10,494 7,100 3,095 (10,195 ) 10,494 Total comprehensive loss $ (2,524,766 ) $ (114,677 ) $ (2,300,654 ) $ 2,415,331 $ (2,524,766 ) SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Net loss $ (243,569 ) $ (11,355 ) $ (82,872 ) $ 94,227 $ (243,569 ) Other comprehensive income: Change in pension and other postretirement benefit plans, net of tax 7,017 6,991 — (6,991 ) 7,017 Change in unrealized gain on hedges, net of tax 1,679 3 — (3 ) 1,679 Change in foreign currency translation adjustment 13,428 — 13,428 (13,428 ) 13,428 Total other comprehensive income 22,124 6,994 13,428 (20,422 ) 22,124 Total comprehensive loss $ (221,445 ) $ (4,361 ) $ (69,444 ) $ 73,805 $ (221,445 ) |
Schedule of supplemental condensed consolidating statement of cash flows | SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Cash flows provided by (used in) operating activities $ 22,008 $ (151,526 ) $ (17,612 ) $ — $ (147,130 ) INVESTING ACTIVITIES Additions to property, plant and equipment (598 ) (44,984 ) (2,750 ) — (48,332 ) Proceeds from sale of property, plant and equipment — 1,454 252 — 1,706 Other — — 589 — 589 Cash flows used in investing activities (598 ) (43,530 ) (1,909 ) — (46,037 ) FINANCING ACTIVITIES Retirements of debt — (3,550 ) (3,498 ) — (7,048 ) Advances from (to) consolidated entities (212,543 ) 197,489 15,054 — — Other (60 ) — — — (60 ) Cash flows provided by (used in) financing activities (212,603 ) 193,939 11,556 — (7,108 ) Effect of foreign exchange rates on cash — — (1,254 ) — (1,254 ) Net decrease in cash and cash equivalents (191,193 ) (1,117 ) (9,219 ) — (201,529 ) Cash and cash equivalents at beginning of period 421,533 1,117 45,882 — 468,532 Cash and cash equivalents at end of period $ 230,340 $ — $ 36,663 $ — $ 267,003 SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Total Cash flows provided by (used in) operating activities $ (112,535 ) $ 98,093 $ (24,566 ) $ — $ (39,008 ) INVESTING ACTIVITIES Additions to property, plant and equipment (1,691 ) (37,459 ) (4,326 ) — (43,476 ) Intercompany loans made (3,700 ) — — 3,700 — Intercompany loans received 1,828 — — (1,828 ) — Other — — (350 ) — (350 ) Cash flows used in investing activities (3,563 ) (37,459 ) (4,676 ) 1,872 (43,826 ) FINANCING ACTIVITIES Proceeds from issuance of debt 553,000 — — — 553,000 Retirements of debt (406,566 ) (3,685 ) (3,873 ) — (414,124 ) Dividends paid (1,284 ) — — — (1,284 ) Debt issuance costs (21,325 ) — — — (21,325 ) Advances from (to) consolidated entities 13,934 (53,903 ) 39,969 — — Intercompany notes borrowings — — 3,700 (3,700 ) — Intercompany notes payments — — (1,828 ) 1,828 — Other (191 ) — — — (191 ) Cash flows provided by (used in) financing activities 137,568 (57,588 ) 37,968 (1,872 ) 116,076 Effect of foreign exchange rates on cash — — (588 ) — (588 ) Net increase in cash and cash equivalents 21,470 3,046 8,138 — 32,654 Cash and cash equivalents at beginning of period 234,150 1,620 25,048 — 260,818 Cash and cash equivalents at end of period $ 255,620 $ 4,666 $ 33,186 $ — $ 293,472 |
Business and Basis of Present32
Business and Basis of Presentation (Details) - USD ($) $ in Thousands | Jul. 15, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Revision of Loss on Extinguishment of Debt | |||
Other current assets | $ 9,080 | $ 9,285 | |
Revision of debt issuance costs | (48,805) | (54,765) | |
Other long-term assets | 70,422 | 67,748 | |
Long-term debt | $ 0 | 3,068,878 | |
Prior to revision | |||
Revision of Loss on Extinguishment of Debt | |||
Other current assets | 19,542 | ||
Other long-term assets | 112,256 | ||
Long-term debt | 3,123,643 | ||
New Accounting Pronouncement, Early Adoption, Effect | |||
Revision of Loss on Extinguishment of Debt | |||
Other current assets | 9,285 | ||
Other long-term assets | 67,748 | ||
Long-term debt | 3,068,878 | ||
Debt issuance cost, other current assets | New Accounting Pronouncement, Early Adoption, Effect | |||
Revision of Loss on Extinguishment of Debt | |||
Revision of debt issuance costs | (10,257) | ||
Debt issuance cost, other long-term assets | New Accounting Pronouncement, Early Adoption, Effect | |||
Revision of Loss on Extinguishment of Debt | |||
Revision of debt issuance costs | (44,508) | ||
Debt issuance cost, long-term debt | New Accounting Pronouncement, Early Adoption, Effect | |||
Revision of Loss on Extinguishment of Debt | |||
Revision of debt issuance costs | (54,765) | ||
Subsequent Event | |||
Revision of Loss on Extinguishment of Debt | |||
Interest due under Restructuring Agreement (as a percent) | 80.00% | ||
9.50% senior secured notes | |||
Revision of Loss on Extinguishment of Debt | |||
Weighted average stated interest rate (as a percent) | 9.50% | ||
Revision of debt issuance costs | $ (16,300) | $ (17,800) | |
9.50% senior secured notes | Subsequent Event | |||
Revision of Loss on Extinguishment of Debt | |||
Weighted average stated interest rate (as a percent) | 9.50% |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Asset impairments and restructuring | ||||
Restructuring charges | $ 2,446 | $ 8,299 | $ 2,446 | $ 8,299 |
Other | ||||
Asset impairments and restructuring | ||||
Restructuring charges | 300 | |||
U.S. Operations | ||||
Asset impairments and restructuring | ||||
Restructuring charges | 1,300 | 800 | 700 | |
Canadian and U.K. Operations | ||||
Asset impairments and restructuring | ||||
Restructuring charges | 800 | $ 1,300 | ||
Corporate Segment [Member] | ||||
Asset impairments and restructuring | ||||
Restructuring charges | $ 300 | 500 | ||
Wolverine, Brule and Willow Creek mines | Other | ||||
Asset impairments and restructuring | ||||
Restructuring charges | 500 | |||
Wolverine, Brule and Willow Creek mines | U.S. Operations | ||||
Asset impairments and restructuring | ||||
Restructuring charges | 700 | |||
Wolverine, Brule and Willow Creek mines | Canadian and U.K. Operations | ||||
Asset impairments and restructuring | ||||
Restructuring charges | $ 7,100 | $ 7,100 |
Asset Impairment (Details)
Asset Impairment (Details) - USD ($) $ in Thousands | May. 02, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Asset Impairment Charges | $ 2,897,928 | $ 23,043 | $ 2,897,928 | $ 23,043 | |
Proceeds from sale of property, plant and equipment | $ 1,706 | $ 0 | |||
BCCT | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Proceeds from sale of property, plant and equipment | $ 25,000 | ||||
Impairment charge recognized | $ 23,000 | ||||
Mining Properties and Mineral Rights | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Asset Impairment Charges | 2,400,000 | ||||
Mining Properties and Mineral Rights | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Asset Impairment Charges | $ 508,500 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Coal | $ 106,443 | $ 136,335 |
Raw materials, supplies and other | 55,663 | 65,263 |
Total inventories | $ 162,106 | $ 201,598 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||||
Deferred Tax Assets, Deferred Income | $ 351,700 | ||||
Increase in deferred income tax assets | $ 323,900 | $ 323,900 | |||
Income tax benefit | 641,441 | $ 9,075 | 667,198 | $ 45,036 | |
Reduction of deferred tax liabilities | 986,000 | $ 986,000 | |||
U.S. Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit | $ 3,600 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) shares in Thousands, $ in Thousands | Mar. 06, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 3,025,849 | $ 3,025,849 | $ 3,081,205 | |||
Debt discount, net | (16,096) | (16,096) | (18,293) | |||
Debt issuance costs | (48,805) | (48,805) | (54,765) | |||
Less: current debt | (3,025,849) | (3,025,849) | (12,327) | |||
Total long-term debt | 0 | 0 | 3,068,878 | |||
Common stock issued in exchange of debt instrument (in shares) | 8,650 | |||||
Gain (loss) on extinguishment of debt | 0 | $ 11,397 | 58,626 | $ (2,492) | ||
2011 term loan B | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 978,178 | 978,178 | 978,178 | |||
Debt discount, net | (10,200) | (10,200) | (11,900) | |||
Debt issuance costs | $ (12,700) | $ (12,700) | (14,700) | |||
Weighted average stated interest rate (as a percent) | 7.25% | 7.25% | ||||
9.50% senior secured notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 970,000 | $ 970,000 | 970,000 | |||
Debt discount, net | (2,600) | (2,600) | (2,700) | |||
Debt issuance costs | $ (16,300) | $ (16,300) | (17,800) | |||
Weighted average stated interest rate (as a percent) | 9.50% | 9.50% | ||||
11.00% / 12.00% senior secured PIK toggle notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 360,500 | $ 360,500 | 350,000 | |||
Debt issuance costs | $ (6,900) | $ (6,900) | (7,400) | |||
11.00% / 12.00% senior secured PIK toggle notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average stated interest rate (as a percent) | 11.00% | 11.00% | ||||
11.00% / 12.00% senior secured PIK toggle notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average stated interest rate (as a percent) | 12.00% | 12.00% | ||||
9.875% senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 388,000 | $ 388,000 | 388,000 | |||
Debt discount, net | (2,100) | (2,100) | (2,200) | |||
Debt issuance costs | $ (6,700) | $ (6,700) | (7,100) | |||
Weighted average stated interest rate (as a percent) | 9.875% | 9.875% | ||||
8.50% senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 383,275 | $ 383,275 | 450,000 | |||
Debt issuance costs | $ (6,000) | $ (6,000) | (7,500) | |||
Weighted average stated interest rate (as a percent) | 8.50% | 8.50% | ||||
Aggregate principal amount of debt exchanged | $ 66,700 | |||||
Gain (loss) on extinguishment of debt | $ 58,600 | |||||
Other | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 10,797 | $ 10,797 | $ 18,085 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | Jul. 15, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 3,025,849 | $ 3,081,205 | |
Accrued expenses | 129,400 | 125,318 | |
2011 term loan B | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 978,178 | 978,178 | |
Weighted average stated interest rate (as a percent) | 7.25% | ||
9.50% senior secured notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 970,000 | 970,000 | |
Weighted average stated interest rate (as a percent) | 9.50% | ||
11.00% / 12.00% senior secured PIK toggle notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 360,500 | 350,000 | |
11.00% / 12.00% senior secured PIK toggle notes | Minimum | |||
Debt Instrument [Line Items] | |||
Weighted average stated interest rate (as a percent) | 11.00% | ||
11.00% / 12.00% senior secured PIK toggle notes | Maximum | |||
Debt Instrument [Line Items] | |||
Weighted average stated interest rate (as a percent) | 12.00% | ||
9.875% senior notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 388,000 | 388,000 | |
Weighted average stated interest rate (as a percent) | 9.875% | ||
8.50% senior notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 383,275 | $ 450,000 | |
Weighted average stated interest rate (as a percent) | 8.50% | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 70,200 | ||
Subsequent Event | 2011 term loan B | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | 978,200 | ||
Accrued expenses | 8,800 | ||
Subsequent Event | 9.50% senior secured notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | 970,000 | ||
Accrued expenses | $ 23,000 | ||
Weighted average stated interest rate (as a percent) | 9.50% | ||
Subsequent Event | 11.00% / 12.00% senior secured PIK toggle notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 360,500 | ||
Accrued expenses | $ 12,000 | ||
Subsequent Event | 11.00% / 12.00% senior secured PIK toggle notes | Minimum | |||
Debt Instrument [Line Items] | |||
Weighted average stated interest rate (as a percent) | 11.00% | ||
Subsequent Event | 11.00% / 12.00% senior secured PIK toggle notes | Maximum | |||
Debt Instrument [Line Items] | |||
Weighted average stated interest rate (as a percent) | 12.00% | ||
Subsequent Event | 9.875% senior notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 388,000 | ||
Accrued expenses | $ 22,400 | ||
Weighted average stated interest rate (as a percent) | 9.875% | ||
Subsequent Event | 8.50% senior notes | |||
Debt Instrument [Line Items] | |||
Debt and Capital Lease Obligations | $ 383,300 | ||
Accrued expenses | $ 8,100 | ||
Weighted average stated interest rate (as a percent) | 8.50% |
Pension and Other Postretirem39
Pension and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Pension Benefits | ||||
Components of net periodic benefit cost: | ||||
Service cost | $ 2,178 | $ 1,701 | $ 4,356 | $ 3,402 |
Interest cost | 3,297 | 3,316 | 6,594 | 6,664 |
Expected return on plan assets | (3,696) | (4,553) | (7,392) | (9,106) |
Amortization of prior service cost (credit) | 169 | 61 | 338 | 122 |
Amortization of net actuarial loss | 1,865 | 550 | 3,730 | 1,192 |
Settlement loss | 0 | 843 | 0 | 1,627 |
Net periodic benefit cost | 3,813 | 1,918 | 7,626 | 3,901 |
Other Postretirement Benefits | ||||
Components of net periodic benefit cost: | ||||
Service cost | 1,875 | 1,944 | 3,750 | 3,888 |
Interest cost | 6,351 | 7,726 | 12,702 | 15,452 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost (credit) | (1,552) | 307 | (3,104) | 614 |
Amortization of net actuarial loss | 5,659 | 3,892 | 11,318 | 7,784 |
Settlement loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ 12,333 | $ 13,869 | $ 24,666 | $ 27,738 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (2,455,064) | $ (151,391) | $ (2,535,260) | $ (243,569) |
Denominator: | ||||
Average number of common shares outstanding (in shares) | 80,941,000 | 65,024,000 | 77,151,000 | 63,983,000 |
Basic and diluted net loss per share (in usd per share) | $ (30.33) | $ (2.33) | $ (32.86) | $ (3.81) |
Anti-dilutive securities excluded from earnings per share calculation | 2,650,893 | 1,886,269 | 2,391,103 | 1,347,812 |
Share-based awards exercised or released | ||||
Stock options exercised (in shares) | 0 | 8,659 | 0 | 18,300 |
Restricted stock units vested (in shares) | 23,388 | 42,849 | 119,009 | 78,552 |
Total | 23,388 | 51,508 | 119,009 | 96,852 |
Commitments and Contingencies (
Commitments and Contingencies (Details) CAD in Millions, $ in Millions | May. 30, 2012action | Mar. 15, 2012officer | Jan. 26, 2012officer | Aug. 31, 2014propertyparty | Apr. 30, 2014CADemployee | Sep. 30, 2013propertyparty | Feb. 29, 2012complaint | Jun. 30, 2010issue | Jul. 15, 2015 | Jun. 30, 2015USD ($) | Dec. 31, 2012property | Apr. 30, 2015USD ($) |
Commitments and contingencies | ||||||||||||
Disputed Proof of Claim Issues | issue | 2 | |||||||||||
Extension period to submit proposed final order | 90 days | |||||||||||
Comment letter period | 30 days | |||||||||||
Accruals for unrecognized tax benefits related to disposition | $ | $ 33 | |||||||||||
Number of employees terminated | employee | 302 | |||||||||||
Wolverine Mine Severance Estimate | CAD | CAD 12 | |||||||||||
Length of time to recall employees | 24 months | |||||||||||
Environmental Matters | Walter Coke, Inc. | ||||||||||||
Commitments and contingencies | ||||||||||||
Number of properties that the entity has agreed to remediate | 23 | |||||||||||
Number of other PRP's in which "Offer to Conduct Work" letter was sent to | party | 5 | 4 | ||||||||||
Number of residential properties whose sampling has been completed by EPA | 1,100 | |||||||||||
Number of properties exceeding Regional Removal Management Levels (RML's) | 400 | |||||||||||
Number of Phase I properties offered to Potentially Responsible Parties PRP's for cleanup | 50 | |||||||||||
Number of Phase II Properties Offered to Other Potentially Responsible Parties for Clean Up | 30 | |||||||||||
EPA costs incurred at 35th Avenue Superfund Site | $ | $ 17 | |||||||||||
Securities Class Actions and Shareholder Derivative Actions | ||||||||||||
Commitments and contingencies | ||||||||||||
Number of executive directors as defendants | officer | 3 | 3 | ||||||||||
Number of actions | action | 2 | |||||||||||
Number of complaints | complaint | 3 | |||||||||||
Maximum | ||||||||||||
Commitments and contingencies | ||||||||||||
Number of years the state impact of any federal changes remains subject to examination | 5 years | |||||||||||
Number of years the Company remains subject to income tax in various states for prior periods | 11 years | |||||||||||
Number of years for which the tax years are typically subject to examination in the major non-U.S. jurisdictions | 6 years | |||||||||||
Minimum | ||||||||||||
Commitments and contingencies | ||||||||||||
Number of years the Company remains subject to income tax in various states for prior periods | 3 years | |||||||||||
Number of years for which the tax years are typically subject to examination in the major non-U.S. jurisdictions | 3 years | |||||||||||
Subsequent Event | Securities Class Actions and Shareholder Derivative Actions | ||||||||||||
Commitments and contingencies | ||||||||||||
Litigation Settlement, Amount | 25 |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Changes in accumulated other comprehensive income (loss) by component | ||||
Balance at the beginning of the period | $ (218,048) | |||
Other comprehensive income before reclassifications | 3,095 | |||
Amounts reclassified from accumulated other comprehensive loss | 7,399 | |||
Total other comprehensive income | $ 25,120 | $ 14,762 | 10,494 | $ 22,124 |
Balance at the end of the period | (207,554) | (207,554) | ||
Pension and other postretirement benefit plans | ||||
Changes in accumulated other comprehensive income (loss) by component | ||||
Balance at the beginning of the period | (198,969) | |||
Other comprehensive income before reclassifications | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 7,399 | |||
Total other comprehensive income | 7,399 | |||
Balance at the end of the period | (191,570) | (191,570) | ||
Foreign currency translation adjustment | ||||
Changes in accumulated other comprehensive income (loss) by component | ||||
Balance at the beginning of the period | (19,079) | |||
Other comprehensive income before reclassifications | 3,095 | |||
Total other comprehensive income | 3,095 | |||
Balance at the end of the period | $ (15,984) | $ (15,984) |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Loss (Details 2) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Amounts reclassified out of each component of accumulated other comprehensive income (loss) | |
Total before tax | $ 12,282 |
Income tax benefit | (4,883) |
Net of tax | 7,399 |
Amortization of pension and postretirement benefit plans | Amount Reclassified from Accumulated Other Comprehensive Loss | |
Amounts reclassified out of each component of accumulated other comprehensive income (loss) | |
Prior service credit | (2,766) |
Net actuarial loss | $ 15,048 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt | ||
Debt discount | $ 16,096 | $ 18,293 |
Debt issuance costs | 48,805 | 54,765 |
Debt and Capital Lease Obligations | 3,025,849 | 3,081,205 |
Revolving Credit Facility | ||
Debt | ||
Debt discount | 1,200 | 1,500 |
Debt issuance costs | 200 | 300 |
2011 term loan B | ||
Debt | ||
Debt discount | 10,200 | 11,900 |
Debt issuance costs | $ 12,700 | 14,700 |
Weighted average stated interest rate (as a percent) | 7.25% | |
Debt and Capital Lease Obligations | $ 978,178 | 978,178 |
9.50% senior secured notes | ||
Debt | ||
Debt discount | 2,600 | 2,700 |
Debt issuance costs | $ 16,300 | 17,800 |
Weighted average stated interest rate (as a percent) | 9.50% | |
Debt and Capital Lease Obligations | $ 970,000 | 970,000 |
11.00% / 12.00% senior secured PIK toggle notes | ||
Debt | ||
Debt issuance costs | 6,900 | 7,400 |
Debt and Capital Lease Obligations | 360,500 | 350,000 |
9.875% senior notes | ||
Debt | ||
Debt discount | 2,100 | 2,200 |
Debt issuance costs | $ 6,700 | 7,100 |
Weighted average stated interest rate (as a percent) | 9.875% | |
Debt and Capital Lease Obligations | $ 388,000 | 388,000 |
8.50% senior notes | ||
Debt | ||
Debt issuance costs | $ 6,000 | 7,500 |
Weighted average stated interest rate (as a percent) | 8.50% | |
Debt and Capital Lease Obligations | $ 383,275 | 450,000 |
Carrying Amount | 2011 term loan B | ||
Debt | ||
Debt and Capital Lease Obligations | 955,263 | 951,583 |
Carrying Amount | 9.50% senior secured notes | ||
Debt | ||
Debt and Capital Lease Obligations | 951,131 | 949,537 |
Carrying Amount | 11.00% / 12.00% senior secured PIK toggle notes | ||
Debt | ||
Debt and Capital Lease Obligations | 353,560 | 342,631 |
Carrying Amount | 9.875% senior notes | ||
Debt | ||
Debt and Capital Lease Obligations | 379,243 | 378,664 |
Carrying Amount | 8.50% senior notes | ||
Debt | ||
Debt and Capital Lease Obligations | 377,257 | 442,481 |
Fair Value | 2011 term loan B | ||
Debt | ||
Debt | 523,325 | 755,936 |
Fair Value | 9.50% senior secured notes | ||
Debt | ||
Debt | 533,500 | 759,025 |
Fair Value | 11.00% / 12.00% senior secured PIK toggle notes | ||
Debt | ||
Debt | 19,828 | 113,750 |
Fair Value | 9.875% senior notes | ||
Debt | ||
Debt | 10,670 | 77,600 |
Fair Value | 8.50% senior notes | ||
Debt | ||
Debt | $ 9,582 | $ 85,500 |
Minimum | 11.00% / 12.00% senior secured PIK toggle notes | ||
Debt | ||
Weighted average stated interest rate (as a percent) | 11.00% | |
Maximum | 11.00% / 12.00% senior secured PIK toggle notes | ||
Debt | ||
Weighted average stated interest rate (as a percent) | 12.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Revenues: | |||||
Total revenues | $ 196,627 | $ 378,351 | $ 487,553 | $ 792,236 | |
Segment operating income (loss): | |||||
Total operating loss | (3,021,654) | (99,439) | (3,107,997) | (146,501) | |
Interest expense, net | (74,851) | (73,402) | (153,087) | (138,834) | |
Gain (loss) on extinguishment of debt | 0 | 11,397 | 58,626 | (2,492) | |
Other income (loss), net | 0 | 978 | 0 | (778) | |
Loss before income tax benefit | (3,096,505) | (160,466) | (3,202,458) | (288,605) | |
Income tax benefit | (641,441) | (9,075) | (667,198) | (45,036) | |
Net loss | (2,455,064) | (151,391) | (2,535,260) | (243,569) | |
Depreciation and depletion: | |||||
Total depreciation and depletion | 51,478 | 69,816 | 110,660 | 146,240 | |
Capital expenditures: | |||||
Total capital expenditures | 30,965 | 31,195 | 48,332 | 43,476 | |
Segment assets: | |||||
Total segment assets | 2,127,712 | 2,127,712 | $ 5,331,364 | ||
U.S. Operations | |||||
Segment operating income (loss): | |||||
Income tax benefit | (3,600) | ||||
Operating segment | U.S. Operations | |||||
Revenues: | |||||
Total revenues | 188,311 | 298,685 | 439,322 | 629,349 | |
Segment operating income (loss): | |||||
Total operating loss | (78,163) | (30,409) | (124,926) | (24,539) | |
Depreciation and depletion: | |||||
Total depreciation and depletion | 34,915 | 37,694 | 72,065 | 76,760 | |
Capital expenditures: | |||||
Total capital expenditures | 29,706 | 29,490 | 46,373 | 39,741 | |
Segment assets: | |||||
Total segment assets | 995,426 | 995,426 | 1,122,850 | ||
Operating segment | Canadian and U.K. Operations | |||||
Revenues: | |||||
Total revenues | 7,486 | 79,044 | 46,500 | 160,621 | |
Segment operating income (loss): | |||||
Total operating loss | (2,928,775) | (66,426) | (2,963,096) | (119,044) | |
Depreciation and depletion: | |||||
Total depreciation and depletion | 15,964 | 31,509 | 37,421 | 68,219 | |
Capital expenditures: | |||||
Total capital expenditures | 1,020 | 1,435 | 1,361 | 2,044 | |
Segment assets: | |||||
Total segment assets | 562,994 | 562,994 | 3,538,073 | ||
Other | |||||
Revenues: | |||||
Total revenues | 830 | 622 | 1,731 | 2,266 | |
Segment operating income (loss): | |||||
Total operating loss | (14,716) | (2,604) | (19,975) | (2,918) | |
Depreciation and depletion: | |||||
Total depreciation and depletion | 599 | 613 | 1,174 | 1,261 | |
Capital expenditures: | |||||
Total capital expenditures | 239 | $ 270 | 598 | $ 1,691 | |
Segment assets: | |||||
Total segment assets | $ 569,292 | $ 569,292 | $ 670,441 |
Supplemental Guarantor and No46
Supplemental Guarantor and Non-Guarantor Financial Information (Narrative) (Details) - Jun. 30, 2015 | Total |
Debt Instrument [Line Items] | |
Percentage of ownership interest in subsidiaries | 100.00% |
9.875% senior notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 9.875% |
8.50% senior notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 8.50% |
Supplemental Guarantor and No47
Supplemental Guarantor and Non-Guarantor Financial Information (Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 267,003 | $ 468,532 | $ 293,472 | $ 260,818 |
Trade receivables, net | 71,670 | 91,057 | ||
Other receivables | 128,735 | 127,037 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 162,106 | 201,598 | ||
Deferred income taxes | 16,247 | 16,819 | ||
Prepaid expenses | 52,194 | 46,190 | ||
Other current assets | 9,080 | 9,285 | ||
Total current assets | 707,035 | 960,518 | ||
Mineral interests, net | 446,570 | 2,836,801 | ||
Property, plant and equipment, net | 903,685 | 1,466,297 | ||
Investment in subsidiaries | 0 | 0 | ||
Other long-term assets | 70,422 | 67,748 | ||
Total assets | 2,127,712 | 5,331,364 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Accounts payable | 50,752 | 38,980 | ||
Accrued expenses | 129,400 | 125,318 | ||
Intercompany payables | 0 | 0 | ||
Pension and other postretirement benefits obligation | 29,788 | 29,032 | ||
Liability for uncertain tax positions | 166,100 | 164,348 | ||
Other current liabilities | 53,411 | 51,604 | ||
Current debt | 3,025,849 | 12,327 | ||
Total current liabilities | 3,455,300 | 421,609 | ||
Long-term debt | 0 | 3,068,878 | ||
Deferred income taxes | 70,037 | 730,685 | ||
Pension and other postretirement benefits obligation | 645,879 | 641,231 | ||
Other long-term liabilities | 188,425 | 187,380 | ||
Total liabilities | 4,359,641 | 5,049,783 | ||
Total stockholders' equity (deficit) | (2,231,929) | 281,581 | ||
Total liabilities and stockholders' equity (deficit) | 2,127,712 | 5,331,364 | ||
Reportable legal entities | Parent (Issuer) | ||||
ASSETS | ||||
Cash and cash equivalents | 230,340 | 421,533 | 255,620 | 234,150 |
Trade receivables, net | 0 | 0 | ||
Other receivables | 125,524 | 123,659 | ||
Intercompany receivables | 4,401 | 0 | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 15,984 | 15,986 | ||
Prepaid expenses | 8,118 | 3,424 | ||
Other current assets | 164 | 106 | ||
Total current assets | 384,531 | 564,708 | ||
Mineral interests, net | 0 | 0 | ||
Property, plant and equipment, net | 6,618 | 7,558 | ||
Investment in subsidiaries | 814,796 | 3,233,399 | ||
Other long-term assets | 39,909 | 43,420 | ||
Total assets | 1,245,854 | 3,849,085 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Accounts payable | 19,875 | 2,296 | ||
Accrued expenses | 66,462 | 43,088 | ||
Intercompany payables | 134,300 | 221,070 | ||
Pension and other postretirement benefits obligation | 851 | 95 | ||
Liability for uncertain tax positions | 161,271 | 156,486 | ||
Other current liabilities | 12,001 | 11,958 | ||
Current debt | 3,015,052 | 0 | ||
Total current liabilities | 3,409,812 | 434,993 | ||
Long-term debt | 3,063,121 | |||
Deferred income taxes | 27,432 | 23,766 | ||
Pension and other postretirement benefits obligation | 10,457 | 10,502 | ||
Other long-term liabilities | 30,082 | 35,122 | ||
Total liabilities | 3,477,783 | 3,567,504 | ||
Total stockholders' equity (deficit) | (2,231,929) | 281,581 | ||
Total liabilities and stockholders' equity (deficit) | 1,245,854 | 3,849,085 | ||
Reportable legal entities | Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 1,117 | 4,666 | 1,620 |
Trade receivables, net | 70,005 | 88,959 | ||
Other receivables | 2,684 | 2,193 | ||
Intercompany receivables | 134,300 | 206,118 | ||
Inventories | 100,627 | 110,882 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses | 40,773 | 40,044 | ||
Other current assets | 6,673 | 7,029 | ||
Total current assets | 355,062 | 456,342 | ||
Mineral interests, net | 132,125 | 135,377 | ||
Property, plant and equipment, net | 683,146 | 726,478 | ||
Investment in subsidiaries | 6,477 | 6,459 | ||
Other long-term assets | 13,533 | 17,857 | ||
Total assets | 1,190,343 | 1,342,513 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Accounts payable | 27,073 | 30,697 | ||
Accrued expenses | 51,039 | 60,762 | ||
Intercompany payables | 0 | 0 | ||
Pension and other postretirement benefits obligation | 28,937 | 28,937 | ||
Liability for uncertain tax positions | 0 | 0 | ||
Other current liabilities | 26,238 | 27,172 | ||
Current debt | 9,361 | 7,209 | ||
Total current liabilities | 142,648 | 154,777 | ||
Long-term debt | 5,704 | |||
Deferred income taxes | 0 | 0 | ||
Pension and other postretirement benefits obligation | 635,422 | 630,729 | ||
Other long-term liabilities | 100,469 | 96,599 | ||
Total liabilities | 878,539 | 887,809 | ||
Total stockholders' equity (deficit) | 311,804 | 454,704 | ||
Total liabilities and stockholders' equity (deficit) | 1,190,343 | 1,342,513 | ||
Reportable legal entities | Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 36,663 | 45,882 | 33,186 | 25,048 |
Trade receivables, net | 1,665 | 2,098 | ||
Other receivables | 527 | 1,185 | ||
Intercompany receivables | 0 | 14,952 | ||
Inventories | 61,479 | 90,716 | ||
Deferred income taxes | 263 | 833 | ||
Prepaid expenses | 3,303 | 2,722 | ||
Other current assets | 2,243 | 2,150 | ||
Total current assets | 106,143 | 160,538 | ||
Mineral interests, net | 314,445 | 2,701,424 | ||
Property, plant and equipment, net | 213,921 | 732,261 | ||
Investment in subsidiaries | 0 | 0 | ||
Other long-term assets | 16,980 | 6,471 | ||
Total assets | 651,489 | 3,600,694 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Accounts payable | 3,804 | 5,987 | ||
Accrued expenses | 11,899 | 21,468 | ||
Intercompany payables | 4,401 | 0 | ||
Pension and other postretirement benefits obligation | 0 | 0 | ||
Liability for uncertain tax positions | 4,829 | 7,862 | ||
Other current liabilities | 15,172 | 12,474 | ||
Current debt | 1,436 | 5,118 | ||
Total current liabilities | 41,541 | 52,909 | ||
Long-term debt | 53 | |||
Deferred income taxes | 42,605 | 706,919 | ||
Pension and other postretirement benefits obligation | 0 | 0 | ||
Other long-term liabilities | 57,874 | 55,659 | ||
Total liabilities | 142,020 | 815,540 | ||
Total stockholders' equity (deficit) | 509,469 | 2,785,154 | ||
Total liabilities and stockholders' equity (deficit) | 651,489 | 3,600,694 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Trade receivables, net | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Intercompany receivables | (138,701) | (221,070) | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | (138,701) | (221,070) | ||
Mineral interests, net | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Investment in subsidiaries | (821,273) | (3,239,858) | ||
Other long-term assets | 0 | 0 | ||
Total assets | (959,974) | (3,460,928) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Accounts payable | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Intercompany payables | (138,701) | (221,070) | ||
Pension and other postretirement benefits obligation | 0 | 0 | ||
Liability for uncertain tax positions | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Current debt | 0 | 0 | ||
Total current liabilities | (138,701) | (221,070) | ||
Long-term debt | 0 | |||
Deferred income taxes | 0 | 0 | ||
Pension and other postretirement benefits obligation | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | (138,701) | (221,070) | ||
Total stockholders' equity (deficit) | (821,273) | (3,239,858) | ||
Total liabilities and stockholders' equity (deficit) | $ (959,974) | $ (3,460,928) |
Supplemental Guarantor and No48
Supplemental Guarantor and Non-Guarantor Financial Information (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Sales | $ 193,835 | $ 377,982 | $ 479,481 | $ 783,211 |
Miscellaneous income | 2,792 | 369 | 8,072 | 9,025 |
Total revenues | 196,627 | 378,351 | 487,553 | 792,236 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 225,867 | 343,761 | 510,560 | 693,636 |
Depreciation and depletion | 51,478 | 69,816 | 110,660 | 146,240 |
Selling, general and administrative | 28,229 | 19,002 | 49,290 | 39,781 |
Other postretirement benefits | 12,333 | 13,869 | 24,666 | 27,738 |
Restructuring charges | 2,446 | 8,299 | 2,446 | 8,299 |
Asset impairments | 2,897,928 | 23,043 | 2,897,928 | 23,043 |
Total costs and expenses | 3,218,281 | 477,790 | 3,595,550 | 938,737 |
Operating loss | (3,021,654) | (99,439) | (3,107,997) | (146,501) |
Interest expense, net | (74,851) | (73,402) | (153,087) | (138,834) |
Gain (loss) on extinguishment of debt | 0 | 11,397 | 58,626 | (2,492) |
Other income (loss), net | 0 | 978 | 0 | (778) |
Loss before income tax benefit | (3,096,505) | (160,466) | (3,202,458) | (288,605) |
Income tax expense (benefit) | (641,441) | (9,075) | (667,198) | (45,036) |
Equity in net losses of subsidiaries | 0 | 0 | 0 | 0 |
Net loss | (2,455,064) | (151,391) | (2,535,260) | (243,569) |
Reportable legal entities | Parent (Issuer) | ||||
Revenues: | ||||
Sales | 0 | 0 | 0 | 0 |
Miscellaneous income | 775 | 324 | 1,228 | 979 |
Total revenues | 775 | 324 | 1,228 | 979 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 0 | 0 | 0 | 0 |
Depreciation and depletion | 599 | 613 | 1,174 | 1,261 |
Selling, general and administrative | 14,458 | 1,961 | 19,841 | 3,114 |
Other postretirement benefits | (66) | (44) | (133) | (88) |
Restructuring charges | 355 | 514 | 355 | 514 |
Asset impairments | 0 | 0 | 0 | 0 |
Total costs and expenses | 15,346 | 3,044 | 21,237 | 4,801 |
Operating loss | (14,571) | (2,720) | (20,009) | (3,822) |
Interest expense, net | (75,234) | (72,338) | (151,590) | (144,742) |
Gain (loss) on extinguishment of debt | 11,397 | 58,626 | (2,492) | |
Other income (loss), net | 981 | (719) | ||
Loss before income tax benefit | (89,805) | (62,680) | (112,973) | (151,775) |
Income tax expense (benefit) | (3,239) | 16,128 | (3,239) | (2,433) |
Equity in net losses of subsidiaries | (2,368,498) | (72,583) | (2,425,526) | (94,227) |
Net loss | (2,455,064) | (151,391) | (2,535,260) | (243,569) |
Reportable legal entities | Guarantor Subsidiaries | ||||
Revenues: | ||||
Sales | 183,315 | 298,199 | 431,685 | 623,110 |
Miscellaneous income | 2,630 | 1,851 | 2,885 | 3,730 |
Total revenues | 185,945 | 300,050 | 434,570 | 626,840 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 203,680 | 244,186 | 436,096 | 498,227 |
Depreciation and depletion | 34,012 | 36,154 | 70,276 | 74,255 |
Selling, general and administrative | 10,998 | 11,647 | 23,493 | 25,505 |
Other postretirement benefits | 12,399 | 13,913 | 24,799 | 27,826 |
Restructuring charges | 1,322 | 681 | 1,322 | 681 |
Asset impairments | 0 | 23,043 | 0 | 23,043 |
Total costs and expenses | 262,411 | 329,624 | 555,986 | 649,537 |
Operating loss | (76,466) | (29,574) | (121,416) | (22,697) |
Interest expense, net | (166) | (251) | (361) | 6,983 |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | |
Other income (loss), net | 0 | 0 | ||
Loss before income tax benefit | (76,632) | (29,825) | (121,777) | (15,714) |
Income tax expense (benefit) | 0 | (6,988) | 0 | (4,359) |
Equity in net losses of subsidiaries | 0 | 0 | 0 | 0 |
Net loss | (76,632) | (22,837) | (121,777) | (11,355) |
Reportable legal entities | Non-Guarantor Subsidiaries | ||||
Revenues: | ||||
Sales | 10,520 | 79,783 | 47,796 | 160,101 |
Miscellaneous income | (613) | (1,806) | 3,959 | 4,316 |
Total revenues | 9,907 | 77,977 | 51,755 | 164,417 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 22,187 | 99,575 | 74,464 | 195,409 |
Depreciation and depletion | 16,867 | 33,049 | 39,210 | 70,724 |
Selling, general and administrative | 2,773 | 5,394 | 5,956 | 11,162 |
Other postretirement benefits | 0 | 0 | 0 | 0 |
Restructuring charges | 769 | 7,104 | 769 | 7,104 |
Asset impairments | 2,897,928 | 0 | 2,897,928 | 0 |
Total costs and expenses | 2,940,524 | 145,122 | 3,018,327 | 284,399 |
Operating loss | (2,930,617) | (67,145) | (2,966,572) | (119,982) |
Interest expense, net | 549 | (813) | (1,136) | (1,075) |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | |
Other income (loss), net | (3) | (59) | ||
Loss before income tax benefit | (2,930,068) | (67,961) | (2,967,708) | (121,116) |
Income tax expense (benefit) | (638,202) | (18,215) | (663,959) | (38,244) |
Equity in net losses of subsidiaries | 0 | 0 | 0 | 0 |
Net loss | (2,291,866) | (49,746) | (2,303,749) | (82,872) |
Eliminations | ||||
Revenues: | ||||
Sales | 0 | 0 | 0 | 0 |
Miscellaneous income | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and depletion) | 0 | 0 | 0 | 0 |
Depreciation and depletion | 0 | 0 | 0 | 0 |
Selling, general and administrative | 0 | 0 | 0 | 0 |
Other postretirement benefits | 0 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | 0 | 0 |
Asset impairments | 0 | 0 | 0 | 0 |
Total costs and expenses | 0 | 0 | 0 | 0 |
Operating loss | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Gain (loss) on extinguishment of debt | 0 | 0 | 0 | |
Other income (loss), net | 0 | 0 | ||
Loss before income tax benefit | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in net losses of subsidiaries | 2,368,498 | 72,583 | 2,425,526 | 94,227 |
Net loss | $ 2,368,498 | $ 72,583 | $ 2,425,526 | $ 94,227 |
Supplemental Guarantor and No49
Supplemental Guarantor and Non-Guarantor Financial Information (Comprehensive Income/Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental guarantor and non-guarantor financial information | ||||
Net loss | $ (2,455,064) | $ (151,391) | $ (2,535,260) | $ (243,569) |
Other comprehensive income (loss) | ||||
Change in pension and other postretirement benefit plans, net of tax | 3,700 | 3,498 | 7,399 | 7,017 |
Change in unrealized gain on hedges, net of tax | 0 | 0 | 0 | 1,679 |
Change in foreign currency translation adjustment | 21,420 | 11,264 | 3,095 | 13,428 |
Total other comprehensive income | 25,120 | 14,762 | 10,494 | 22,124 |
Total comprehensive loss | (2,429,944) | (136,629) | (2,524,766) | (221,445) |
Reportable legal entities | Parent (Issuer) | ||||
Supplemental guarantor and non-guarantor financial information | ||||
Net loss | (2,455,064) | (151,391) | (2,535,260) | (243,569) |
Other comprehensive income (loss) | ||||
Change in pension and other postretirement benefit plans, net of tax | 3,700 | 3,498 | 7,399 | 7,017 |
Change in unrealized gain on hedges, net of tax | 1,679 | |||
Change in foreign currency translation adjustment | 21,420 | 11,264 | 3,095 | 13,428 |
Total other comprehensive income | 25,120 | 14,762 | 10,494 | 22,124 |
Total comprehensive loss | (2,429,944) | (136,629) | (2,524,766) | (221,445) |
Reportable legal entities | Guarantor Subsidiaries | ||||
Supplemental guarantor and non-guarantor financial information | ||||
Net loss | (76,632) | (22,837) | (121,777) | (11,355) |
Other comprehensive income (loss) | ||||
Change in pension and other postretirement benefit plans, net of tax | 3,550 | 3,187 | 7,100 | 6,991 |
Change in unrealized gain on hedges, net of tax | 3 | |||
Change in foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Total other comprehensive income | 3,550 | 3,187 | 7,100 | 6,994 |
Total comprehensive loss | (73,082) | (19,650) | (114,677) | (4,361) |
Reportable legal entities | Non-Guarantor Subsidiaries | ||||
Supplemental guarantor and non-guarantor financial information | ||||
Net loss | (2,291,866) | (49,746) | (2,303,749) | (82,872) |
Other comprehensive income (loss) | ||||
Change in pension and other postretirement benefit plans, net of tax | 0 | 0 | 0 | 0 |
Change in unrealized gain on hedges, net of tax | 0 | |||
Change in foreign currency translation adjustment | 21,420 | 11,264 | 3,095 | 13,428 |
Total other comprehensive income | 21,420 | 11,264 | 3,095 | 13,428 |
Total comprehensive loss | (2,270,446) | (38,482) | (2,300,654) | (69,444) |
Eliminations | ||||
Supplemental guarantor and non-guarantor financial information | ||||
Net loss | 2,368,498 | 72,583 | 2,425,526 | 94,227 |
Other comprehensive income (loss) | ||||
Change in pension and other postretirement benefit plans, net of tax | (3,550) | (3,187) | (7,100) | (6,991) |
Change in unrealized gain on hedges, net of tax | (3) | |||
Change in foreign currency translation adjustment | (21,420) | (11,264) | (3,095) | (13,428) |
Total other comprehensive income | (24,970) | (14,451) | (10,195) | (20,422) |
Total comprehensive loss | $ 2,343,528 | $ 58,132 | $ 2,415,331 | $ 73,805 |
Supplemental Guarantor and No50
Supplemental Guarantor and Non-Guarantor Financial Information (Cash Flow) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental guarantor and non-guarantor financial information | ||
Cash flows provided by (used in) operating activities | $ (147,130) | $ (39,008) |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (48,332) | (43,476) |
Proceeds from sale of property, plant and equipment | 1,706 | 0 |
Intercompany loans made | 0 | |
Intercompany loans received | 0 | |
Other | 589 | (350) |
Cash flows used in investing activities | (46,037) | (43,826) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 0 | 553,000 |
Retirements of debt | (7,048) | (414,124) |
Dividends paid | 0 | (1,284) |
Debt issuance costs | 0 | (21,325) |
Advances from (to) consolidated entities | 0 | 0 |
Intercompany notes borrowings | 0 | |
Intercompany notes payments | 0 | |
Other | (60) | (191) |
Cash flows provided by (used in) financing activities | (7,108) | 116,076 |
Effect of foreign exchange rates on cash | (1,254) | (588) |
Net increase (decrease) in cash and cash equivalents | (201,529) | 32,654 |
Cash and cash equivalents at beginning of period | 468,532 | 260,818 |
Cash and cash equivalents at beginning of period | 267,003 | 293,472 |
Reportable legal entities | Parent (Issuer) | ||
Supplemental guarantor and non-guarantor financial information | ||
Cash flows provided by (used in) operating activities | 22,008 | (112,535) |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (598) | (1,691) |
Proceeds from sale of property, plant and equipment | 0 | |
Intercompany loans made | (3,700) | |
Intercompany loans received | 1,828 | |
Other | 0 | 0 |
Cash flows used in investing activities | (598) | (3,563) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 553,000 | |
Retirements of debt | 0 | (406,566) |
Dividends paid | (1,284) | |
Debt issuance costs | (21,325) | |
Advances from (to) consolidated entities | (212,543) | 13,934 |
Intercompany notes borrowings | 0 | |
Intercompany notes payments | 0 | |
Other | (60) | (191) |
Cash flows provided by (used in) financing activities | (212,603) | 137,568 |
Effect of foreign exchange rates on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (191,193) | 21,470 |
Cash and cash equivalents at beginning of period | 421,533 | 234,150 |
Cash and cash equivalents at beginning of period | 230,340 | 255,620 |
Reportable legal entities | Guarantor Subsidiaries | ||
Supplemental guarantor and non-guarantor financial information | ||
Cash flows provided by (used in) operating activities | (151,526) | 98,093 |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (44,984) | (37,459) |
Proceeds from sale of property, plant and equipment | 1,454 | |
Intercompany loans made | 0 | |
Intercompany loans received | 0 | |
Other | 0 | 0 |
Cash flows used in investing activities | (43,530) | (37,459) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 0 | |
Retirements of debt | (3,550) | (3,685) |
Dividends paid | 0 | |
Debt issuance costs | 0 | |
Advances from (to) consolidated entities | 197,489 | (53,903) |
Intercompany notes borrowings | 0 | |
Intercompany notes payments | 0 | |
Other | 0 | 0 |
Cash flows provided by (used in) financing activities | 193,939 | (57,588) |
Effect of foreign exchange rates on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (1,117) | 3,046 |
Cash and cash equivalents at beginning of period | 1,117 | 1,620 |
Cash and cash equivalents at beginning of period | 0 | 4,666 |
Reportable legal entities | Non-Guarantor Subsidiaries | ||
Supplemental guarantor and non-guarantor financial information | ||
Cash flows provided by (used in) operating activities | (17,612) | (24,566) |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (2,750) | (4,326) |
Proceeds from sale of property, plant and equipment | 252 | |
Intercompany loans made | 0 | |
Intercompany loans received | 0 | |
Other | 589 | (350) |
Cash flows used in investing activities | (1,909) | (4,676) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 0 | |
Retirements of debt | (3,498) | (3,873) |
Dividends paid | 0 | |
Debt issuance costs | 0 | |
Advances from (to) consolidated entities | 15,054 | 39,969 |
Intercompany notes borrowings | 3,700 | |
Intercompany notes payments | (1,828) | |
Other | 0 | 0 |
Cash flows provided by (used in) financing activities | 11,556 | 37,968 |
Effect of foreign exchange rates on cash | (1,254) | (588) |
Net increase (decrease) in cash and cash equivalents | (9,219) | 8,138 |
Cash and cash equivalents at beginning of period | 45,882 | 25,048 |
Cash and cash equivalents at beginning of period | 36,663 | 33,186 |
Eliminations | ||
Supplemental guarantor and non-guarantor financial information | ||
Cash flows provided by (used in) operating activities | 0 | 0 |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | 0 | 0 |
Proceeds from sale of property, plant and equipment | 0 | |
Intercompany loans made | 3,700 | |
Intercompany loans received | (1,828) | |
Other | 0 | 0 |
Cash flows used in investing activities | 0 | 1,872 |
FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 0 | |
Retirements of debt | 0 | 0 |
Dividends paid | 0 | |
Debt issuance costs | 0 | |
Advances from (to) consolidated entities | 0 | 0 |
Intercompany notes borrowings | (3,700) | |
Intercompany notes payments | 1,828 | |
Other | 0 | 0 |
Cash flows provided by (used in) financing activities | 0 | (1,872) |
Effect of foreign exchange rates on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at beginning of period | $ 0 | $ 0 |