0000837173-15-000044.txt : 20150820 0000837173-15-000044.hdr.sgml : 20150820 20150820170517 ACCESSION NUMBER: 0000837173-15-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150820 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150820 DATE AS OF CHANGE: 20150820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Walter Energy, Inc. CENTRAL INDEX KEY: 0000837173 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 133429953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13711 FILM NUMBER: 151066836 BUSINESS ADDRESS: STREET 1: 3000 RIVERCHASE GALLERIA STREET 2: SUITE 1700 CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 205-745-2000 MAIL ADDRESS: STREET 1: 3000 RIVERCHASE GALLERIA STREET 2: SUITE 1700 CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER COMPANY: FORMER CONFORMED NAME: WALTER INDUSTRIES INC /NEW/ DATE OF NAME CHANGE: 19950207 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 8-K 1 july2015bafform8-k.htm 8-K 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 20, 2015
 

 
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-13711
 
13-3429953
(State or other jurisdiction of
 incorporation)
 
Commission File No.
 
(I.R.S. Employer Identification No.)
 
3000 Riverchase Galleria, Suite 1700
Birmingham, Alabama 35244
(205) 745-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
N/A
(Former name or former address, if changed since last report)
 

 
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:
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 7.01 Regulation FD Disclosure
As previously disclosed, on July 15, 2015, Walter Energy, Inc., a Delaware corporation (“Walter Energy” or the “Company”) and certain of the Company’s wholly owned domestic subsidiaries, filed voluntary 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 Chapter 11 cases are being administered under the caption In re Walter Energy, Inc., et al., Case No. 15-02741-TOM11.
On August 20, 2015, the Debtors filed their monthly bankruptcy administrator form for the period ended July 31, 2015 (the “Monthly Bankruptcy Administrator Form”) with the Court. The Monthly Bankruptcy Administrator Form is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
Any financial information included in the Monthly Bankruptcy Administrator Form (the “financial information”) was not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial information does not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States. The Company’s independent accountants have not examined, compiled or otherwise applied procedures to the financial information and, accordingly, do not express an opinion or any other form of assurance with respect to the financial information. The inclusion of the financial information herein should not be regarded as an indication that the Company or their affiliates or representatives consider the financial information to be a reliable prediction of future events, and the financial information should not be relied upon as such. Neither the Company nor any of their affiliates or representatives has made or makes any representation to any person regarding the ultimate outcome of the Company’s restructuring compared to the financial information, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the financial information was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the financial information are shown to be in error.

The information contained in this Item 7.01 shall not be deemed to be “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, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Financial and Operating Data
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Bankruptcy Administrator Form, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Company cannot predict what the ultimate value of any of its securities may be and it remains too early to determine whether holders of any such securities will receive any distribution in the Debtors’ reorganization. In particular, in most cases under Chapter 11 of the Bankruptcy Code, holders of equity securities receive little or no recovery of value from their investment. The Monthly Bankruptcy Administrator Form is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Northern District of Alabama and the Bankruptcy Court. The Monthly Bankruptcy Administrator Form was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Monthly Bankruptcy Administrator Form does not include all of the information and footnotes required by GAAP. Therefore, the Monthly Bankruptcy Administrator Form does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Bankruptcy Administrator Form is complete. The Monthly Bankruptcy Administrator Form also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Bankruptcy Administrator Form should not be viewed as indicative of future results.





Cautionary Note Regarding Forward-Looking Statements

This Current Report and the related exhibits contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations of Walter Energy or its management at the time of this Current Report, as well as any estimates or projections for the outcome of events that have not yet occurred at the time of this Current Report. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will” and similar terms and expressions. All forward-looking statements made by Walter Energy are predictions and not guarantees of future performance and are subject to various risks, uncertainties and factors relating to Walter Energy’s operations and business environment, and the progress of its Chapter 11 bankruptcy proceedings, all of which are difficult to predict and many of which are beyond Walter Energy’s control, which could cause Walter Energy’s actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Such factors include, but are not limited to: those described under the “Risk Factors” section and elsewhere in Walter Energy’s most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which are available on Walter Energy’s website at www.walterenergy.com and on the SEC’s website at www.sec.gov; unfavorable economic, financial and business conditions; risks and uncertainties relating to the bankruptcy filing by Walter Energy, including, but not limited to, (i) Walter Energy’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 case, including maintaining strategic control as debtor-in-possession, (ii) the ability of Walter Energy and its subsidiaries to negotiate, develop, confirm and consummate a plan of reorganization, (iii) the effects of Walter Energy’s bankruptcy filing on Walter Energy and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 case as well the outcome of all other pending litigation and the outcome of the Chapter 11 case in general, (v) the length of time that Walter Energy will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings, (vi) risks associated with third party motions in the Chapter 11 case, which may interfere with Walter Energy’s ability to confirm and consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings on Walter Energy’s liquidity or results of operations, and (viii) increased advisory costs to execute Walter Energy’s reorganization; the impact of the NYSE’s suspension of trading and commencement of delisting proceedings on the liquidity and market price of Walter Energy’s common stock and on Walter Energy’s ability to access the public capital markets; the uncertainty that any trading market for Walter Energy’s common stock will exist or develop in the over-the-counter markets; and other risks and uncertainties. Forward-looking statements made by Walter Energy in this Current Report, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for Walter Energy to predict these events or how they may affect it or its anticipated results. Walter Energy does not undertake any obligation to publicly update or review any forward-looking statements except as may be required by law, whether as a result of new information, future developments or otherwise. In light of these risks and uncertainties, readers should keep in mind that the events referenced by any forward-looking statements made in this Current Report and the related exhibits may not occur and should not place undue reliance on any forward-looking statements.

Walter Energy cautions that the trading in its securities during the pendency of Chapter 11 proceedings is highly speculative and poses substantial risks. A joint plan of reorganization could result in Walter Energy’s outstanding common stock being diluted or extinguished, and the holders of Walter Energy’s common stock may not receive any distribution or other favorable treatment within the Chapter 11 proceedings or pursuant to any confirmed plan of reorganization based on any securities held. Accordingly, Walter Energy’s future performance and financial results may differ materially and/or adversely from those expressed or implied in any forward-looking statements made by Walter Energy in this Current Report.

Item 9.01.
Financial Statements and Exhibits
 
(d)    Exhibits

Exhibit No.
 
Exhibit Description
 
 
 
99.1
 
Monthly Bankruptcy Administrator Form for the period ended July 31, 2015, filed with the United States Bankruptcy Court for the Northern District of Alabama.






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.

                            
 
WALTER ENERGY, INC.
 
 
 
Date: August 20, 2015
By:
/s/ Earl H. Doppelt
 
 
Earl H. Doppelt, Executive Vice President,
 
 
General Counsel and Secretary






EXHIBIT INDEX
 
Exhibit No.
 
Exhibit Description
 
 
 
99.1
 
Monthly Bankruptcy Administrator Form for the period ended July 31, 2015, filed with the United States Bankruptcy Court for the Northern District of Alabama.



EX-99.1 2 exhibit991august202015.htm EXHIBIT 99.1 Exhibit


UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
 
 
 
 
 
 
In re:
 
 
 
 
 
 
Chapter 11
 
 
 
 
 
 
 
 
 
 
 
 
WALTER ENERGY, INC. et al.;
 
 
 
 
Case No: 15-02741-TOM11
 
 
 
 
 
 
 
 
 
 
Debtors.
 
 
 
 
 
 
Jointly Administered
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MONTHLY BANKRUPTCY ADMINISTRATOR FORM FOR THE PERIOD
 
 
ENDED JULY 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEBTORS' ADDRESS:
3000 Riverchase Galleria, Suite 1700
 
 
 
 
 
 
Birmingham, AL 35244
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEBTORS' ATTORNEYS:
Kelley A. Cornish, Esq.
 
 
 
 
 
 
 
Paul, Weiss, Rifkind, Wharton & Garrison, LLP
 
 
 
 
 
 
1285 Avenue of the Americas
 
 
 
 
 
 
 
New York, New York 10019
 
 
 
 
 
 
 
and
 
 
 
 
 
 
 
 
 
Claudia R. Tobler, Esq.
 
 
 
 
 
 
 
Paul, Weiss, Rifkind, Wharton & Garrison, LLP
 
 
 
 
 
 
2001 K Street NW
 
 
 
 
 
 
 
 
Washington, DC 20006-1047
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REPORT PREPARER:
WALTER ENERGY, INC. et al.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
I CERTIFY THAT THE ABOVE INFORMATION IS TRUE TO THE BEST OF MY KNOWLEDGE AND BELIEF.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DATE: August 20, 2015
 
/s/ Brian M. Chopin
 
 
 
 
Brian M. Chopin, Acting Chief Accounting Officer & Corporate Controller
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






 
UNITED STATES BANKRUPTCY COURT
 
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11
 
 
Reporting Period:
 
July 31, 2015
 
 
 
 
 
 
 
Federal Tax I.D. #
 
13-3429953
 
 
 
 
 
 
CORPORATE BANKRUPTCY ADMINISTRATOR FORM
 
 
 
 
 
Operating reports are to be filed monthly, in duplicate, with the Bankruptcy Clerk's Office by the 15th of each month
 
 
 
 
 
 
 
 
 
 
 
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
 
Legal Entities and Notes to BAF
 
X
 
 
Business Debtor's Affirmations
BA-01
X
 
 
Business Debtor's Cash Receipts & Disbursements
BA-02 (Part 1)
X
 
 
Income Statement
BA-02 (Part 2)
X
 
 
Business Debtor's Accounts Receivable
BA-02 (A)
X
 
 
Business Debtor's Actual Disbursements
BA-02 (B)
X
 
 
Business Debtor's Payments to Secured Creditors
BA-02 (C)
 
See Notes to BAF
 
Business Debtor's Tax Payments
BA-02 (D)
 
See BA-01
 
Business Debtor's Bank Accounts
BA-03 (Part 1)
X
 
 
Gross Payroll
BA-03 (Part 2)
X
 
 
Inventory
BA-03 (Part 3)
X
 
 
Payments Made to Pre-Petition Unsecured Creditors
BA-03 (Part 4)
 
See BA-01
 
Business Debtor's Post-Petition Accounts Payable
BA-03 (A)
X
 
 
Balance Sheet
BA-04
X
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11
 
 
Reporting Period:
July 31, 2015
 
 
 
 
 
 
Federal Tax I.D. #
13-3429953
 
 
 
 
LEGAL ENTITIES AND NOTES TO THE BANKRUPTCY ADMINISTRATOR FORM
 
 
 
 
GENERAL:
 
 
 
The report includes activity from the following Debtors and related case numbers:
 
 
 
 
 
Debtor
Case Number
 
 
 
 
 
 
Walter Energy, Inc.
15-02741-TOM-11
 
 
Atlantic Development and Capital, LLC
15-02747-TOM-11
 
 
Atlantic Leaseco, LLC
15-02773-TOM-11
 
 
Blue Creek Coal Sales, Inc.
15-02750-TOM-11
 
 
Blue Creek Energy, Inc.
15-02752-TOM-11
 
 
J.W. Walter, Inc.
15-02755-TOM-11
 
 
Jefferson Warrior Railroad Company, Inc.
15-02759-TOM-11
 
 
Jim Walter Homes, LLC
15-02762-TOM-11
 
 
Jim Walter Resources, Inc.
15-02743-TOM-11
 
 
Maple Coal Co., LLC
15-02764-TOM-11
 
 
Sloss-Sheffield Steel & Iron Company
15-02766-TOM-11
 
 
SP Machine, Inc.
15-02746-TOM-11
 
 
Taft Coal Sales & Associates, Inc.
15-02751-TOM-11
 
 
Tuscaloosa Resources, Inc.
15-02753-TOM-11
 
 
V Manufacturing Company
15-02754-TOM-11
 
 
Walter Black Warrior Basin LLC
15-02756-TOM-11
 
 
Walter Coke, Inc.
15-02744-TOM-11
 
 
Walter Energy Holdings, LLC
15-02758-TOM-11
 
 
Walter Exploration & Production LLC
15-02757-TOM-11
 
 
Walter Home Improvement, Inc.
15-02760-TOM-11
 
 
Walter Land Company
15-02761-TOM-11
 
 
Walter Minerals, Inc.
15-02763-TOM-11
 
 
Walter Natural Gas, LLC
15-02765-TOM-11
 
 
 
 
 
 
GENERAL NOTES:
 
 
 
 
 
 
 
The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply in all material respects with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In addition, the financial statements and supplemental information contained herein represent condensed consolidated information.
 
The unaudited consolidated financial statements have been derived from the books and records of Walter Energy, Inc. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with U.S. GAAP, and upon application of such procedures, the Debtors' believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments, but does not include all adjustments that would typically be made for financial statements in accordance with U.S. GAAP.
 
 
 
 
The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future adjustment.
 
 
 
 
The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.






    
UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11
 
 
Reporting Period:
July 31, 2015
 
 
 
 
 
 
Federal Tax I.D. #
13-3429953
 
 
 
 
NOTES TO THE BANKRUPTCY ADMINISTRATOR FORM
 
 
 
 
Notes to BA-02 (Part 1):
 
 
 
The Debtors cash receipts & disbursements presented cover the weeks ended July 18, 2015, July 25, 2015 and August 1, 2015.
 
 
 
 
Cash is received and disbursed as described in the Debtors' motion to approve their cash management system and is consistent with the Debtors' cash management practices.
 
 
 
 
Cash receipts and disbursements related to transfers among the Debtor entities are not included in this schedule.
 
 
 
 
The Debtors' age customer accounts receivables in the normal course of the Debtors' operations. Other receivables primarily represent receivables from vendors and other relationships. Historically, write-offs have been insignificant for these accounts and therefore, the Debtors do not monitor on an aging basis.
 
 
 
 
The Debtors have not entered into agreements for debtor-in-possession (DIP) financing.
 
 
 
 
Notes to BA-02 (Part 2):
 
 
 
 
 
 
 
The income statement presented reflects the condensed consolidated statement of operations for Walter Energy, Inc. and consolidated subsidiaries.
 
 
 
 
Notes to BA-02 (A):
 
 
 
 
 
 
 
The Debtors accounts receivable aging is presented as of July 31, 2015.
 
 
 
 
Notes to BA-02 (B):
 
 
 
 
 
 
 
The Debtors actual disbursements presented cover the weeks ended July 18, 2015, July 25, 2015 and August 1, 2015.
 
 
 
 
Notes to BA-02 (C):
 
 
 
 
 
 
 
The Debtors have made no post-petition payments to Secured Creditors during the month ended July 31, 2015.
 
 
 
 
Notes to BA-03 (Part 1):
 
 
 
All amounts listed are the bank balances for the Debtors as of July 31, 2015. Bank statements are available upon request.
 
 
 
 
The Debtors have not included any ordinary course intercompany transfers between affiliates. In the ordinary course of business, the Debtors are obligated to withhold amounts from the paychecks of employees in connection with various withholding requirements.  The Debtors believe that these amounts do not constitute property of the estate and, accordingly, are not responsive to this question. 
 
 
 
 
Notes to BA-03 (Part 2):
 
 
 
 
 
 
 
The payroll disbursements presented to insiders represents post-petition payments of salary, severance, bonus, car allowance, expense reimbursement, etc. for the month ending July 31, 2015.
 
 
 
 





UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11
 
 
Reporting Period:
July 31, 2015
 
 
 
 
 
 
Federal Tax I.D. #
13-3429953
 
 
 
 
NOTES TO THE BANKRUPTCY ADMINISTRATOR FORM (CONTINUED)
 
 
 
 
Notes to BA-03 (Part 3):
 
 
 
 
 
 
 
The schedule of inventory presented reflects the balance for Walter Energy, Inc. and consolidated subsidiaries as of July 31, 2015.
 
 
 
 
Notes to BA-03 (A):
 
 
 
 
 
 
 
The Debtors post-petition accounts payable aging is presented as of July 31, 2015.
 
 
 
 
Notes to BA-04:
 
 
 
 
 
 
 
The balance sheet presented reflects the condensed consolidated balance sheet for Walter Energy, Inc. and consolidated subsidiaries.
 
 
 
 
Liabilities subject to compromise represent undersecured or unsecured obligations that will be accounted for under the plan of reorganization. Generally, actions to enforce or otherwise affect payment of pre-petition liabilities are stayed. Accounting Standards Codification ("ASC") 852 requires pre-petition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lessor amounts. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 process, and remain subject to further adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, and other events. Liabilities subject to compromise also include certain items that may be assumed under the plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise.
 
 
 
 
The Bankruptcy Court has approved payment of certain pre-petition obligations necessary to maintain the operations of the Debtor's businesses and obligations associated with these matters are not classified as liabilities subject to compromise.
 
 
 
 
Differences between liability amounts estimated by the Debtors and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination as to the amount of the allowable claim. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. The Debtors will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustment may be material. In light of the expected number of creditors, the claims resolutions process may take considerable time to complete. Accordingly, the ultimate amount or treatment of such liablities is not determinable at this time.






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11
 
 
Reporting Period:
July 31, 2015
 
 
 
 
BA-01
Federal Tax I.D. #
13-3429953
 
 
 
 
BUSINESS DEBTOR'S AFFIRMATIONS
 
 
 
 
 
Must be completed each month. If the answer to any of the questions is “No”, provide a detailed explanation of each item. Attach additional sheets if necessary.
Yes
No
1

All undisputed post petition business taxes have been paid/deposited in a timely manner.
X
 
1a

All undisputed post petition individual taxes have been paid/deposited in a timely manner.
 
N/A
2

Adequate insurance on all assets/property including fire, theft, liability, collision and casualty and workman's compensation (if applicable) is currently in full force and effect.
X
 
3

New books and records were opened and are being maintained daily.
X
 
4

Copies of all banks statements and reconciliations are attached.
 
See BA-03 (Part 1)
5

I have otherwise complied with all requirements of the Chapter 11 Operating Order.
X
 
6

All financial statements filed with the Bankruptcy Clerk's Office are prepared in accordance with generally accepted accounting principles.
 
See General Notes
7

All payments of pre-petition obligations were made pursuant to applicable Orders entered by the Bankruptcy Court.
X
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
 
 
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11
 
 
 
 
Reporting Period:

July 31, 2015
 
 
 
 
 
 
BA-02 (Part 1)
 
 
Federal Tax I.D. #

13-3429953
 
 
 
 
 
 
BUSINESS DEBTORS CASH RECEIPTS & DISBURSEMENTS
Period Covered: Weeks Ended 7/18/15, 7/25/15 and 8/1/15 (000's)
 
 
 
 
 
 
 
 
 
 
 
 
A
RECEIPTS:
 
 
 
 
 
Sales/AR Receipts
$
45,758

 
 
 
 
Other Receipts
1,424

 
 
 
 
 
 
 
 
B
TOTAL RECEIPTS:
 
 
 
 
  (Total of A)
 
$
47,182

 
 
 
 
 
 
 
C
BUSINESS DISBURSEMENTS
 
 
 
 
Payroll, Benefits & Pension
$
19,788

 
 
 
Leases, Taxes, Utilities, Fuel, Insurance
1,619

 
 
 
Freight & Royalties
4,910

 
 
 
Other Expenditures
8,170

 
 
 
 
 
 
 
 
D
TOTAL DISBURSEMENTS
 
$
34,487

 
 
(Total of C)
 
 
 
 
 
 
 
 
 
 
E
SURPLUS OR DEFICIT
 
$
12,695

 
 
  (Total of B minus D)
 
 
 
 
 
 
 
 
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11

 
Reporting Period:
July 31, 2015

 
 
 
 
BA-02 (Part 2)
Federal Tax I.D. #
13-3429953

 
 
 
 
CONDENSED CONSOLIDATED INCOME STATEMENT
(000's)
 
 
 
 
 
 
 
 
 
 
 
For the Month Ended
 
 
 
July 31, 2015
Revenues:
 
 
 
Sales
 
 
$
53,989

Miscellaneous income
 
 
3,135

Total revenues
 
 
57,124

Costs and expenses:
 
 
 
Cost of sales (exclusive of depreciation and depletion)
 
61,060

Depreciation and depletion
 
 
11,915

Selling, general and administrative
 
 
7,760

Other postretirement benefits
 
 
4,111

Restructuring charges
 
 
4,084

Total costs and expenses
 
 
88,930

Operating loss
 
 
(31,806
)
Interest expense, net
 
 
(18,527
)
Loss before reorganization items and income tax benefit
 
(50,333
)
Reorganization items, net
 
 
(2,169
)
Loss before income tax benefit
 
 
(52,502
)
Income tax benefit
 
 
(1,430
)
Net loss
 
 
$
(51,072
)
 
 
 
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11
 
 
Reporting Period:

July 31, 2015
 
 
 
 
BA-02 (A)
Federal Tax I.D. #

13-3429953
 
 
 
 
BUSINESS DEBTOR'S ACCOUNTS RECEIVABLE
(000's)
 
 
 
 
 
 
 
 
 
Accounts Receivable Aging
As of July 31, 2015
 
 
 
 
 
 
0 - 29 days old
$
40,359

 
 
30 - 59 days old
2,978

 
 
60 - 89 days old
16

 
 
90 - 119 days old

 
 
120 + days old
1,361

 
 
Inactive

 
 
Less: unapplied/credits and unearned revenue
(5
)
 
 
   Total customer accounts receivables
44,709

 
 
Other receivables
1,920

 
 
Less: Reserves
(1,361
)
 
 
   Total Accounts Receivable (Debtors)
45,268

 
 
   Total Accounts Receivable (Non-Debtors)
14,394

 
 
Total Accounts Receivable
$
59,662

 
 
 
 
 






    
UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
In re Walter Energy, Inc. et al.
 
 
Case No. (Jointly Administered)
15-02741-TOM11

 
Reporting Period:
July 31, 2015

 
 
 
BA-02 (B)
Federal Tax I.D. #
13-3429953

 
 
 
BUSINESS DEBTOR'S ACTUAL DISBURSEMENTS
Period Covered: Weeks Ended 7/18/15, 7/25/15 and 8/1/15 (000's)
 
 
 
Debtor
Case Number
Total Disbursements during Period
 
 
 
Walter Energy, Inc.
15-02741-TOM-11
$
11,995

Atlantic Development and Capital, LLC
15-02747-TOM-11
9

Atlantic Leaseco, LLC
15-02773-TOM-11
54

Blue Creek Coal Sales, Inc.
15-02750-TOM-11

Blue Creek Energy, Inc.
15-02752-TOM-11

J.W. Walter, Inc.
15-02755-TOM-11

Jefferson Warrior Railroad Company, Inc.
15-02759-TOM-11

Jim Walter Homes, LLC
15-02762-TOM-11

Jim Walter Resources, Inc.
15-02743-TOM-11
18,681

Maple Coal Co., LLC
15-02764-TOM-11
1,207

Sloss-Sheffield Steel & Iron Company
15-02766-TOM-11

SP Machine, Inc.
15-02746-TOM-11

Taft Coal Sales & Associates, Inc.
15-02751-TOM-11
455

Tuscaloosa Resources, Inc.
15-02753-TOM-11

V Manufacturing Company
15-02754-TOM-11

Walter Black Warrior Basin LLC
15-02756-TOM-11
333

Walter Coke, Inc.
15-02744-TOM-11
1,681

Walter Energy Holdings, LLC
15-02758-TOM-11

Walter Exploration & Production LLC
15-02757-TOM-11

Walter Home Improvement, Inc.
15-02760-TOM-11

Walter Land Company
15-02761-TOM-11

Walter Minerals, Inc.
15-02763-TOM-11
72

Walter Natural Gas, LLC
15-02765-TOM-11

 
 
$
34,487

 
 
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
 
 
Case No. (Jointly Administered)
15-02741-TOM11
 
 
 
 
 
Reporting Period:
July 31, 2015
 
 
 
 
 
 
 
 
 
BA-03 (Part 1)
 
 
 
Federal Tax I.D. #
13-3429953
 
 
 
 
 
 
 
 
 
Bank Account Information
(000's)
 
 
 
 
 
 
 
 
Company
Financial Institution
Account Number
Account Description
City
State/Province
Country
Balance in USD
Blue Creek Coal Sales, Inc.
Bank of America
8159
Depository Account
Richmond
VA
USA

Jim Walter Resources, Inc.
Bank of America
1375
Depository Account
Richmond
VA
USA

Taft Coal Sales & Associates, Inc.
Bank of America
3478
Depository Account
Richmond
VA
USA

Tuscaloosa Resources, Inc.
Bank of America
2722
Depository Account
Richmond
VA
USA

Walter Black Warrior Basin, LLC
Bank of America
2801
Depository Account
Richmond
VA
USA

Walter Coke, Inc.
Bank of America
1388
Depository Account
Richmond
VA
USA

Walter Energy, Inc.
Bank of America
8039
Concentration, Wire Transfer, and ACH Transfer Account
Richmond
VA
USA
35,112

Atlantic Development & Capital LLC
Branch Bank and Trust
5246
TPA Rockwood Casualty Disbursement Account
Wilson
NC
USA

Atlantic Development & Capital LLC
Branch Bank and Trust
6897
Concentration, Wire Transfer, and Disbursement Account
Wilson
NC
USA
5,006

Atlantic LeaseCo LLC
Branch Bank and Trust
4989
Operating Account
Wilson
NC
USA

Maple Coal Co. LLC
Branch Bank and Trust
4970
Operating Account
Wilson
NC
USA

Blue Creek Coal Sales, Inc.
JP Morgan Chase
8663
Depository Account
New York
NY
USA
1

Jim Walter Resources, Inc.
JP Morgan Chase
8648
Depository Account
New York
NY
USA
13,769

Walter Black Warrior Basin, LLC
JP Morgan Chase
8671
Depository Account
New York
NY
USA
2,210

Walter Coke, Inc.
JP Morgan Chase
8655
Depository Account
New York
NY
USA
1

Walter Energy, Inc.
JP Morgan Chase
8630
Concentration, Wire Transfer, and ACH Transfer Account
New York
NY
USA
15,686

Blue Creek Coal Sales, Inc.
Regions Bank
9117
Disbursement Account
Birmingham
AL
USA

Blue Creek Energy, Inc.
Regions Bank
6085
Operating Account
Birmingham
AL
USA
100

Jim Walter Homes LLC
Regions Bank
9709
Disbursement Account
Birmingham
AL
USA

Jim Walter Resources, Inc.
Regions Bank
9652
Accounts Payable Disbursement Account
Birmingham
AL
USA

Jim Walter Resources, Inc.
Regions Bank
5682
Payroll Account
Birmingham
AL
USA

Jim Walter Resources, Inc.
Regions Bank
1275
Workman's Compensation Disbursement Account
Birmingham
AL
USA

Taft Coal Sales & Associates, Inc.
Regions Bank
6548
Disbursement Account
Birmingham
AL
USA

Tuscaloosa Resources, Inc.
Regions Bank
9660
Disbursement Account
Birmingham
AL
USA

Walter Black Warrior Basin, LLC
Regions Bank
9679
Disbursement Account
Birmingham
AL
USA

Walter Coke, Inc.
Regions Bank
9687
Accounts Payable Disbursement Account
Birmingham
AL
USA

Walter Coke, Inc.
Regions Bank
1711
Payroll Account
Birmingham
AL
USA

Walter Coke, Inc.
Regions Bank
1283
Retiree Medical Claims Disbursement Account
Birmingham
AL
USA

Walter Coke, Inc.
Regions Bank
9357
Worker's Compensation Disbursement Account
Birmingham
AL
USA

Walter Energy, Inc.
Regions Bank
7949
Concentration, Wire Transfer, and ACH Transfer Account
Birmingham
AL
USA
26,283

Walter Energy, Inc.
Regions Bank
9695
Disbursement Account
Birmingham
AL
USA

Walter Energy, Inc.
Regions Bank
3815
Depository Account
Birmingham
AL
USA






Walter Land Company
Regions Bank
1321
Operating Account
Birmingham
AL
USA

Walter Minerals
Regions Bank
1348
Operating Account
Birmingham
AL
USA

Walter Energy, Inc.
Scotiabank
9712
Operating Account
Toronto
Ontario
CA
835

Walter Energy, Inc.
Scotiabank
2316
Operating Account
Toronto
Ontario
CA
11

Walter Energy, Inc.
Bank of America
8831
Money Market Investment Account
Richmond
VA
USA
8,563

Walter Energy, Inc.
Comerica
1822
Trust Account and Investment Portal
Dallas
TX
USA
100,299

 
 
 
 
 
 
 
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11

 
Reporting Period:
 
July 31, 2015

 
 
 
 
BA-03 (Part 2)
Federal Tax I.D. #
 
13-3429953

 
 
 
 
Gross Payroll - Payments to Insiders
(000's)
 
 
 
 
 
 
 
 
Insiders
Title
Amount Paid During Period
Total Paid to Date
Scheller, Walt
Chief Executive Officer
$
35

$
35

Harvey, Bill
Chief Financial Officer
20

20

Madden, Mike
Chief Marketing Officer
17

17

Doppelt, Earl
General Council
19

19

Donnelly, Rich
President
16

16

Stickel, Dan
President
16

16

Farrell, Carol
President
11

11

Leonard, Joseph
Board Member
2

2

Wagner, AJ
Board Member
1

1

 
 
 
 
Total Payments to Insiders
$
137

$
137

 
 
 
 
 
 
 
 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11
 
Reporting Period:
 
July 31, 2015
 
 
 
 
BA-03 (Part 3)
Federal Tax I.D. #

13-3429953
 
 
 
 
INVENTORY
(000's)
 
 
 
 
 
 
As of July 31, 2015
 
 
Coal
$
116,362

 
 
Raw material, supplies and other
54,538

 
 
Total inventories
$
170,900

 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
 
In re Walter Energy, Inc. et al.
 
 
 
 
 
 
 
Case No. (Jointly Administered)
 
15-02741-TOM11
 
Reporting Period:
 
July 31, 2015
 
 
 
 
BA-03 (A)
Federal Tax I.D. #

13-3429953
 
 
 
 
BUSINESS DEBTOR'S POST-PETITION ACCOUNTS PAYABLE
(000's)
 
 
 
 
 
Post-Petition Accounts Payable Aging
As of July 31, 2015
 
 
 
 
 
 
0 - 29 days old
$
4,764

 
 
30 - 59 days old

 
 
60 - 89 days old

 
 
90 - 119 days old

 
 
120 + days old

 
 
Inactive

 
 
Less: Unapplied/credits

 
 
   Total trade accounts payable (Debtors)
4,764

 
 
Other payables (Debtors)
9,618

 
 
   Total accounts payable (Debtors)
14,382

 
 
   Total accounts payable (Non-Debtors)
3,724

 
 
   Total accounts payable
$
18,106

 






UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
 
 
 
In re Walter Energy, Inc. et al.
 
 
Case No. (Jointly Administered)
15-02741-TOM11

 
Reporting Period:
July 31, 2015

 
 
 
BA-04
Federal Tax I.D. #
13-3429953

 
 
 
CONDENSED CONSOLIDATED BALANCE SHEET
(000's)
 
 
 
 
 
 As of
 
 
July 31, 2015
ASSETS
  
Cash and cash equivalents
$
236,792

Trade receivables, net
59,662

Other receivables
129,159

Inventories
170,900

Deferred income taxes
16,247

Prepaid expenses
52,409

Other current assets
2,519

Total current assets
667,688

Mineral interests, net
446,376

Property, plant and equipment, net
894,665

Other long-term assets
74,691

Total assets
$
2,083,420

 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  
Liabilities not subject to compromise
 
Accounts payable
$
18,106

Accrued expenses
53,284

Other current liabilities
41,472

Current debt
976

Total current liabilities
113,838

Deferred income taxes
69,338

Other long-term liabilities
160,777

Total liabilities not subject to compromise
343,953

Liabilities subject to compromise
4,023,018

Total liabilities
4,366,971

Stockholders' equity (deficit):
  

Preferred stock, $0.01 par value per share

Common stock, $0.01 par value per share
807

Capital in excess of par value
1,679,845

Accumulated deficit
(3,755,830
)
Accumulated other comprehensive loss
(208,373
)
Total stockholders' equity (deficit)
(2,283,551
)
Total liabilities and stockholders' equity (deficit)
$
2,083,420