8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 1, 2020

Arch Coal, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13105	43-0921172
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

CityPlace One
One CityPlace Drive, Suite 300
St. Louis, Missouri 63141
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code:  (314) 994-2700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value	ARCH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 7.01 Regulation FD Disclosure.

On May 1, 2020, Arch Coal, Inc. (the “Company”) issued a press release announcing that it will change its name to Arch Resources, Inc., effective May 15, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated May 1, 2020.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2020	Arch Coal, Inc.
	By:	/s/ Robert G. Jones
		Robert G. Jones
		Senior Vice President – Law, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News from

Arch Coal, Inc.

FOR FURTHER INFORMATION:

Investor Relations

314/994-2897

FOR IMMEDIATE RELEASE

Arch Coal to Change its Name to Arch Resources

New Name Highlights Focus on Metallurgical Markets and Global Steel Industry

ST. LOUIS, May 1, 2020 – Arch Coal, Inc. (NYSE: ARCH) announced today that it is changing its name to Arch Resources, Inc., effective May 15, 2020. The name change underscores the company’s ongoing transition to a premier producer of metallurgical products for the global steel industry.

“The name change we are announcing today reinforces Arch’s strong and sustained pivot towards metallurgical markets and the global steel value chain, which we believe offer superior long-term return opportunities for our shareholders,” said John W. Eaves, Arch’s executive chair. “We have made tremendous progress in executing a fundamental shift in the company’s strategic focus, and the new name will better reflect the value proposition and growth potential of our business going forward.”

“The name change highlights Arch’s intensifying focus on our metallurgical franchise and our steel-producing customer base,” said Paul A. Lang, Arch’s chief executive officer and president. “Arch produces some of the world’s highest quality metallurgical products for the global marketplace, and the startup of our world class Leer South metallurgical mine in 2021 will deliver another step change advance in our shift towards metallurgical markets. Arch is moving forward with clear strategic priorities and is well-positioned for growth and success as a leading producer of metallurgical products for the steelmaking industry.”

The startup of the Leer South longwall mine will solidify Arch’s position as the world’s leading producer of premium High-Vol A metallurgical products. Arch currently derives 70 percent of its normalized operating cash flow from its metallurgical segment, and expects that percentage to grow appreciably over time. The company is directing more than 90 percent of its capital budget to its metallurgical portfolio in 2020.

In its legacy thermal business segments, Arch remains focused on generating free cash flow. Since October 2016, Arch’s thermal segments have generated nearly $700 million in adjusted EBITDA¹ while expending just $100 million in maintenance capital. “We believe this systematic monetization of our thermal assets is the most value-creating and responsible path forward for our shareholders,” Lang said.

¹ Adjusted EBITDA is defined and reconciled in the “Reconciliation of Non-GAAP measures” in this release.

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“In combination with iron ore, our metallurgical products are indispensable in the primary production of steel,” Lang continued. “We expect primary steel to play an essential role in the revitalization of the global economy as it recovers from the current disruption – and an equally critical role in the construction of a new economy supported by mass transit systems, wind turbines and electric vehicles.”

At the time of the name change on May 15, 2020, Arch plans to launch a new corporate website highlighting its steel-focused value proposition. The new website will include a robust discussion of the company’s commitment to environmental, social and governance principles. The company’s NYSE ticker symbol will remain ARCH.

Arch is a premier producer of high-quality metallurgical products for the global steel industry. The company operates large, modern and highly efficient mines that consistently set the industry standard for both mine safety and environmental stewardship.

Forward-Looking Statements: This press release contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “should,” “appears,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties arise from the COVID-19 pandemic, including its adverse effects on businesses, economies, and financial markets worldwide; changes in the demand for our coal by the global electric generation and steel industries; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from competition within our industry and with producers of competing energy sources; from our ability to successfully acquire or develop coal reserves; from operational, geological, permit, labor and weather-related factors; from the Tax Cuts and Jobs Act and other tax reforms; from the effects of foreign and domestic trade policies, actions or disputes; from fluctuations in the amount of cash we generate from operations, which could impact, among other things, our ability to pay dividends or repurchase shares in accordance with our announced capital allocation plan; from our ability to successfully integrate the operations that we acquire; from our ability to complete the joint venture transaction with Peabody Energy in a timely manner, including obtaining regulatory approvals and satisfying other closing conditions; from our ability to achieve expected synergies from the joint venture; from our ability to successfully integrate the operations of certain mines in the joint venture; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors described from time to time in the reports we file with the Securities and Exchange Commission.

# # #

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Arch Coal, Inc. and Subsidiaries

Reconciliation of Non-GAAP Measures

(In thousands)

Adjusted EBITDA

Adjusted EBITDA is defined as net income attributable to the Company before the effect of net interest expense, income taxes, depreciation, depletion and amortization, accretion on asset retirement obligations, amortization of sales contracts and nonoperating expenses. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of the Company's core operating performance.

Adjusted EBITDA is not a measure of financial performance in accordance with generally accepted accounting principles, and items excluded from Adjusted EBITDA are significant in understanding and assessing our financial condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income, income from operations, cash flows from operations or as a measure of our profitability, liquidity or performance under generally accepted accounting principles.  The Company uses adjusted EBITDA to measure the operating performance of its segments and allocate resources to the segments.  Furthermore, analogous measures are used by industry analysts and investors to evaluate our operating performance. Investors should be aware that our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The table below shows how we calculate Adjusted EBITDA.

	Three Months Ended March 31,			Twelve Months Ended December 31,									October 2, through December 31,
	2020			2019			2018			2017			2016			Cumulative Total
	(Unaudited)															(Unaudited)
Net income (loss)	$	(25,299	)	$	233,799		$	312,577		$	238,450		$	33,449		$	792,976
Provision for (benefit from) income taxes		(1,791	)		248			(52,476	)		(35,255	)		1,156			(88,118	)
Interest expense, net		2,129			6,794			13,689			24,256			10,754			57,622
Depreciation, depletion and amortization		31,308			112,055			119,563			122,464			32,604			417,994
Accretion on asset retirement obligations		5,006			20,548			27,970			30,209			7,634			91,367
Amortization of sales contracts, net		-			(434	)		11,107			53,985			796			65,454
Costs related to proposed joint venture with Peabody Energy		3,664			13,816			-			-			-			17,480
Loss on sale of Coal-Mac LLC		-			9,008			-			-			-			9,008
Loss (Gain) on sale of Lone Mountain Processing LLC		-			4,304			-			(21,297	)		-			(16,993	)
Preference Rights Lease Application settlement income		-			(39,000	)		-			-			-			(39,000	)
Severance costs related to voluntary separation plan		5,828			-			-			-			-			5,828
Gain on property insurance recovery related to Mountain Laurel longwall		(9,000	)		-			-			-			-			(9,000	)
Non-service related pension and postretirement benefit costs		1,096			2,053			3,202			1,940			(32	)		8,259
Net loss resulting from early retirement of debt and debt restructuring		-			-			485			2,547			-			3,032
Reorganization items, net		(26	)		(24	)		1,661			2,398			759			4,768
Fresh start coal inventory fair value adjustment		-			-			-			-			7,345			7,345
Adjusted EBITDA	$	12,915		$	363,167		$	437,778		$	419,697		$	94,465		$	1,328,022
EBITDA from idled or otherwise disposed operations		5,099			12,926			2,492			3,253			1,596			25,366
Selling, general and administrative expenses		22,745			95,781			100,300			87,952			23,193			329,971
Other		59			(14,488	)		4,099			(6,398	)		(1,511	)		(18,239	)
Segment Adjusted EBITDA from coal operations	$	40,818		$	457,386		$	544,669		$	504,504		$	117,743		$	1,665,120
Segment Adjusted EBITDA
Metallurgical		42,720			305,363			349,524			243,616			30,819			972,042
Powder River Basin	$	(582	)	$	110,528		$	126,525		$	158,882		$	55,765			451,118
Other Thermal		(1,320	)		41,495			68,620			102,006			31,159			241,960
Total Segment Adjusted EBITDA	$	(1,902	)	$	152,023		$	195,145		$	260,888		$	86,924		$	693,078

XML

Cover	May 01, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 01, 2020
Entity File Number	1-13105
Entity Registrant Name	Arch Coal, Inc.
Entity Central Index Key	0001037676
Entity Tax Identification Number	43-0921172
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	CityPlace One
Entity Address, Address Line Two	One CityPlace Drive, Suite 300
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63141
City Area Code	314
Local Phone Number	994-2700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	ARCH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false