Fresh-Start Condensed Balance Sheet |
The following balance sheet illustrates the impacts of the implementation of the Plan and the application of fresh start accounting, which results in the opening balance sheet of the Successor company.
| | | | | | | | | | | | | | | | | As of October 1, 2016 (In thousands) | Predecessor (a) | | Effect of Plan (b) | | Fresh Start Adjustments (c) | | Successor | Assets | | | | | | | | Current assets | |
| | |
| | | | | Cash and cash equivalents | $ | 400,205 |
| | $ | (199,718 | ) | (d) | $ | — |
| | $ | 200,487 |
| Short term investments | 111,451 |
| | — |
| | — |
| | 111,451 |
| Restricted cash | 81,563 |
| | — |
| | — |
| | 81,563 |
| Trade accounts receivable | 165,522 |
| | — |
| | — |
| | 165,522 |
| Other receivables | 17,227 |
| | — |
| | 779 |
| (j) | 18,006 |
| Inventories | 159,410 |
| | — |
| | (21,078 | ) | (k) | 138,332 |
| Prepaid royalties | 4,805 |
| | — |
| | — |
| | 4,805 |
| Deferred income taxes | — |
| | — |
| | — |
| | — |
| Coal derivative assets | 2,180 |
| | — |
| | — |
| | 2,180 |
| Other current assets | 36,960 |
| | 6,367 |
| | 53,851 |
| (l) | 97,178 |
| Total current assets | 979,323 |
| | (193,351 | ) | | 33,552 |
| | 819,524 |
| | | | | | | | | Property, plant and equipment, net | 3,434,941 |
| | — |
| | (2,363,829 | ) | (m) | 1,071,112 |
| Other assets | |
| | |
| | | | | Prepaid royalties | 20,997 |
| | — |
| | (20,997 | ) | (n) | — |
| Equity investments | 164,232 |
| | — |
| | (61,606 | ) | (o) | 102,626 |
| Other noncurrent assets | 58,569 |
| | 34,495 |
| (e) | 37,503 |
| (p) | 130,567 |
| Total other assets | 243,798 |
| | 34,495 |
| | (45,100 | ) | | 233,193 |
| Total assets | $ | 4,658,062 |
| | $ | (158,856 | ) | | $ | (2,375,377 | ) | | $ | 2,123,829 |
| | | | | | | | | Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | Liabilities not subject to compromise | |
| | |
| | | | | Accounts payable | $ | 74,595 |
| | $ | — |
| | $ | (250 | ) | (q) | $ | 74,345 |
| Accrued expenses and other current liabilities | 225,739 |
| | (36,331 | ) | (f) | 26,644 |
| (r) | 216,052 |
| Current maturities of debt | 3,397 |
| | 3,265 |
| (g) | — |
| | 6,662 |
| Total current liabilities | 303,731 |
| | (33,066 | ) | | 26,394 |
| | 297,059 |
| Long-term debt | 30,037 |
| | 323,235 |
| (g) | — |
| | 353,272 |
| Asset retirement obligations | 394,699 |
| | — |
| | (60,570 | ) | (s) | 334,129 |
| Accrued pension benefits | 23,716 |
| | — |
| | 24,565 |
| (t) | 48,281 |
| Accrued other postretirement benefits | 87,123 |
| | — |
| | 24,836 |
| (t) | 111,959 |
| Accrued workers’ compensation | 119,828 |
| | — |
| | 74,520 |
| (u) | 194,348 |
| Deferred income taxes | — |
| | — |
| | — |
| | — |
| Other noncurrent liabilities | 96,410 |
| | — |
| | 888 |
| (v) | 97,298 |
| Total liabilities not subject to compromise | 1,055,544 |
| | 290,169 |
| | 90,633 |
| | 1,436,346 |
| | | | | | | | | Liabilities subject to compromise | 5,278,612 |
| | (5,278,612 | ) | (h) | — |
| | — |
| | | | | | | | | Total liabilities | 6,334,156 |
| | (4,988,443 | ) | | 90,633 |
| | 1,436,346 |
| | | | | | | | | Stockholders’ equity (deficit) | |
| | |
| | | | | Common stock, predecessor | 2,145 |
| | (2,145 | ) | (i) | — |
| | — |
| Common stock, successor | — |
| | 250 |
| (b) | — |
| | 250 |
| Paid-in capital, predecessor | 3,056,307 |
| | (3,056,307 | ) | (i) | — |
| | — |
| Paid-in capital, successor | — |
| | 687,233 |
| (b) | — |
| | 687,233 |
| Treasury stock, at cost | (53,863 | ) | | 53,863 |
| (i) | — |
| | — |
| Accumulated earnings (deficit) | (4,678,977 | ) | | 7,146,693 |
| (i) | (2,467,716 | ) | | — |
| Accumulated other comprehensive income (loss) | (1,706 | ) | | — |
| | 1,706 |
| | — |
| Total stockholders’ equity (deficit) | (1,676,094 | ) | | 4,829,587 |
| | (2,466,010 | ) | | 687,483 |
| Total liabilities and stockholders’ equity (deficit) | $ | 4,658,062 |
| | $ | (158,856 | ) | | $ | (2,375,377 | ) | | $ | 2,123,829 |
|
| | (a) | Represents the Predecessor consolidated balance sheet as of October 1, 2016. |
| | (b) | Represents amounts recorded for the implementation of the Plan on the Effective Date. This includes the settlement of liabilities subject to compromise through a combination of cash payments, the issuance of new common stock and warrants and the issuance of new debt. The following is the calculation of the total pre-tax gain on the settlement of the liabilities subject to compromise: |
| | | | | | | | In thousands | Liabilities subject to compromise | | $ | 5,278,612 |
| Less amounts issued to settle claims: | | | Common stock (at par) Successor | | (250 | ) | Warrants Successor | | (14,822 | ) | Paid-in capital Successor | | (672,411 | ) | Issuance of Term Loan Successor | | (326,500 | ) | Cash payment to settle claims and professional fees | | (122,525 | ) | | | | Total pre-tax gain on plan effects | | $ | 4,142,104 |
|
| | (c) | Represents the fresh start accounting adjustments required to record the assets and liabilities of the Company at fair value. |
| | (d) | The following table reflects the use of cash at emergence: |
| | | | | | | | In thousands | Payment to secured lenders | | $ | 43,496 |
| Payments to unsecured creditors | | 42,399 |
| Final adequate protection payment | | 36,331 |
| Collateral requirements | | 31,665 |
| Professional fees | | 31,630 |
| Other | | 14,197 |
| | | | Total cash outflow at emergence | | $ | 199,718 |
|
| | (e) | Represents amounts paid for required collateral deposits. |
| | (f) | Represents the final adequate protection payments made to the secured lenders. |
| | (g) | Represents the fair value of the $326.5 million new term loan of which $3.3 million is shown within current maturities of debt. |
| | (h) | Liabilities subject to compromise include unsecured or under-secured liabilities incurred prior to the Chapter 11 filing; and consists of the following: |
| | | | | | Previously Reported Balance Sheet Line | | In thousands | Debt | | $ | 5,026,806 |
| Accrued expenses and other current liabilities | | 136,295 |
| Accounts payable | | 106,297 |
| Other noncurrent liabilities | | 9,214 |
| | | | Total liabilities subject to compromise | | $ | 5,278,612 |
|
| | (i) | Reflects the impacts of the reorganization adjustments: |
| | | | | | | | In thousands | Total pre-tax gain on settlement of claims | | $ | 4,142,104 |
| Cancellation of predecessor common stock | | 2,145 |
| Cancellation of predecessor paid-in capital | | 3,056,307 |
| Cancellation of predecessor treasury stock | | (53,863 | ) | | | | Net impact on accumulated earnings (deficit) | | $ | 7,146,693 |
|
| | (j) | Represents adjustments to record other receivables at fair value which includes an $0.8 million short-term receivable related to insurance coverage for self-insured workers’ compensation obligations. |
| | (k) | Represents the following fair value adjustments: a $7.3 million increase related to coal inventory which was fair valued at estimated selling prices less the sum of selling costs, shipping costs and a reasonable profit allowance for the selling effort offset by a $28.4 million reduction in critical spare parts inventory. During fresh start accounting, the Company changed its accounting policy with respect to critical spare parts with long lead times; previously these items were valued within inventory, but prospectively, these items will be capitalized within property, plant and equipment when purchased and depreciated over the life of the related equipment. |
| | (l) | Represents the short-term portion of above market coal sales contracts of $71.1 million offset by $11.3 million in reductions related to prepaid balances. The fair value of sales contracts was estimated using a discounted cash flow model and will be amortized into earnings as the coal is shipped throughout the term of the associated contracts. |
| | (m) | Represents a $2.4 billion reduction in property, plant and equipment to estimated fair value as discussed below: |
| | | | | | | | | | | | Predecessor | Fresh Start Adjustments | Successor | (in thousands) | | | | Net Coal Properties | $ | 2,358,779 |
| $ | (1,971,314 | ) | $ | 387,465 |
| Net Plant & Equipment | 812,888 |
| (405,259 | ) | 407,629 |
| Net Deferred Charges | 263,274 |
| 12,744 |
| 276,018 |
| | | | | | $ | 3,434,941 |
| $ | (2,363,829 | ) | $ | 1,071,112 |
|
The fair value of coal properties was established at $387.5 million utilizing a discounted cash flow model and the market approach. The market approach was used to provide a starting value of the coal mineral reserves without consideration for economic obsolescence. The DCF model was based on assumptions market participants would use in the pricing of these assets as well as projections of revenues and expenditures that would be incurred to mine or maintain these coal reserves through the life of mine. The basis of the DCF analysis was the Company’s prepared projections which included a variety of estimates and assumptions, such as pricing and demand for coal. The Company’s pricing was based on its view of the market taking into account third party forward pricing curves adjusted for the quality of products sold by the Company.
The fair value of plant and equipment was set at $407.6 million utilizing both market and cost approaches. The market approach was used to estimate the value of assets where detailed information for the asset was available and an active market was identified with a sufficient number of sales of comparable property that could be independently verified through reliable sources. The cost approach was utilized where there were limitations in the secondary equipment market to derive values from. The first step in the cost approach is the estimation of the cost required to replace the asset via construction or purchasing a new asset with similar utility adjusting for depreciation due to physical deterioration, functional obsolescence due to technology changes and economic obsolescence due to external factors such as regulatory changes. Useful lives were assigned to all assets based on remaining future economic benefit of each asset.
The fair value of deferred charges represents the corresponding asset related to the asset retirement obligation discussed in item (q) below.
| | (n) | Represents a fair value adjustment to a long-term prepaid royalty balance that the Company has concluded should not be assigned value based on market conditions and after considering economic obsolescence. |
| | (o) | Represents a fair value adjustment to the Company’s equity investments in Knight Hawk Holdings, LLC, a coal producer in the Illinois Basin; and Dominion Terminal Associates which operates a ground storage-to-vessel coal trans-loading facility in Newport News, Virginia. Equity investments were fair valued in a manner similar to the Company’s wholly-owned subsidiaries using a discounted cash flow model and comparable company approach. The discount rate selected was 14% and due to the unobservable nature of the inputs, the fair values are considered Level 3 in the fair value hierarchy. |
| | (p) | Represents the long-term portion of above market coal sales contracts of $26.0 million and $18.6 million related to a long-term insurance receivable related to insurance coverage for self-insured workers’ compensation obligations partially offset by $13.2 million in reductions related to prepaid balances. The fair value of sales contracts was estimated using a discounted cash flow model and will be amortized into earnings as the coal is shipped throughout the term of the associated contracts. |
| | (q) | Represents a fair value adjustment to miscellaneous accounts payable. |
| | (r) | Represents fair value adjustments for the following: a $27.8 million increase related to the short-term portion of below market sales contracts offset by fair value adjustments to establish the current portion of pension, postretirement and workers’ compensation liabilities. The fair value of sales contracts was estimated using a discounted cash flow model and will be amortized into earnings as the coal is shipped throughout the term of the associated contracts. |
| | (s) | Represents the fair value adjustment related to the Company’s asset retirement obligations which was calculated using discounted cash flow models based on current mine plans using the guidance provided within Accounting Standard Codification 410-20, “Asset Retirement Obligations.” The discount rates ranged from 7.06% to 9.08%. |
| | (t) | Pension and postretirement benefits were fair valued based on plan assets and employee benefit obligations at October 1, 2016. The benefit obligations were computed using the applicable October 1, 2016 discount rates. In conjunction with fresh start accounting, the Company updated its mortality rate table assumptions and corridor assumption. |
| | (u) | Represents fair value adjustments for workers’ compensation benefits, including occupational disease benefits, that were actuarially determined using the guidance provided within Accounting Standard Codification 712, “Non-retirement Post-employment Benefits.” Upon emergence, the Company’s accounting policy is to actuarially calculate this liability. Prior to emergence, the Company had accounted for its liability based on outstanding reserves calculated per third party administrators. |
| | (v) | Represents the following fair value adjustments: $3.9 million increase related to the long-term portion of below market sales contracts partially offset by $3.1 million reduction in miscellaneous noncurrent liabilities. The fair value of sales contracts was estimated using a discounted cash flow model and will be amortized into earnings as the coal is shipped throughout the term of the associated contracts. |
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