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Section 1: 8-K (8-K)

felp-8k_20170930.htm

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): November 9, 2017

 

 

FORESIGHT ENERGY LP

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-36503

 

80-0778894

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

211 North Broadway

Suite 2600

Saint Louis, MO

 

 

 

63102

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: (314) 932-6160

 

 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 (see General Instruction A.2. below):

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))

 

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 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 9, 2017, Foresight Energy LP (the “Partnership”) announced via press release its earnings and operating results for the three months ended September 30, 2017.  A copy of the Partnership’s press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished under Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any 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

 

 

99.1 Press release issued by Foresight Energy LP on November 9, 2017.

 

 


 

 

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, thereunto duly authorized.

 

 

Foresight Energy LP

 

 

By:

 

Foresight Energy GP LLC,

 

 

its general partner

 

 

By:

 

/s/ Robert D. Moore

 

 

Robert D. Moore

 

 

President, Chairman and Chief Executive Officer

 

 

Date: November 9, 2017

 

 

 

(Back To Top)

Section 2: EX-99.1 (EX-99.1)

felp-ex991_6.htm

 

 

Exhibit 99.1

 

Foresight Energy LP Reports Third Quarter 2017 Results

 

Third Quarter 2017 Highlights:

 

Coal sales of $229.7 million on sales volumes of 5.2 million tons

Net loss attributable to limited partner units of $13.6 million or $(0.07) per common unit and ($0.13) per subordinated unit

 

Adjusted EBITDA of $66.8 million

Cash flows from operations of $60.0 million

 

Declared cash distribution to common unitholders of $0.0605 per unit

 

ST.  LOUIS, Missouri (BUSINESS WIRE) November 9, 2017 — Foresight Energy LP (“Foresight” or the “Partnership”) (NYSE: FELP) today reported financial and operating results for the third quarter of 2017.  Foresight generated quarterly coal sales revenues of $229.7 million on sales volumes of 5.2 million tons resulting in Adjusted EBITDA of $66.8 million, cash flows from operations of $60.0 million and a net loss attributable to limited partner units of $13.6 million, or $(0.07) per common unit and $(0.13) per subordinated unit.  Results for the third quarter 2017 included the benefit of $15.6 million of contract amortization partially offset by approximately $10.1 million of incremental depreciation, depletion and amortization (“DD&A”).  The contract amortization and incremental DD&A is a function of pushdown accounting adopted in conjunction with the previously disclosed March 2017 refinancing transaction.  

 

“Driven primarily by the improvement in the export market, Foresight had another exceptional quarter generating $60 million of cash from operations driven by sales volumes of 5.2 million tons. Operationally, we safely and efficiently produced approximately 5.3 million tons during the quarter, an increase of 11% compared to the same period last year,” stated Mr. Robert D. Moore, Chairman, President, and Chief Executive Officer.  

 

Foresight also announced that due to the Partnership’s strong operating performance during the third quarter the Board of Directors of its General Partner approved a quarterly cash distribution of $0.0605 per unit.  The distribution is payable on November 30, 2017 for unitholders of record on November 20, 2017.

 

Third Quarter Financial Results

 

Coal sales totaled $229.7 million for the third quarter 2017 compared to $228.5 million for the third quarter 2016, representing a modest increase of $1.2 million.  The increase in coal sales revenues was driven by a $0.55 per ton improvement in coal sales realizations on relatively flat sales volumes.  The improvement in coal sales realizations per ton was principally driven by customer mix, specifically more heavily weighted to the export market, relative to the prior year quarter as well as year over year improvement in the API2 price on tons sold into the export market.      

 

Cost of coal produced was $122.8 million, or $23.43 per ton sold, for the third quarter 2017 compared to $110.3 million, or $20.90 per ton sold, for the same period of 2016.  The increase during the current year quarter was driven largely by a $4.3 million non-cash adjustment to the fair value of inventory due to the application of pushdown accounting.  Additionally, the 2016 quarter included the recognition of $10.5 million of insurance recoveries related to direct mitigation costs in 2015 and 2016 from the Hillsboro combustion event.     

 

Transportation costs increased $6.1 million compared to the prior year period due to a higher mix of export shipments in the 2017 period.  

 

 

1

 

 


 

 

Other expenses for the third quarter 2017 improved significantly compared to the third quarter 2016 as the prior year quarter included expenses related to the debt restructuring transaction completed in August 2016.  Compared to the prior year period, interest expense improved by $2.0 million due to the refinancing transaction completed in March 2017.  Additionally, the 2016 quarter included charges of $17.8 million directly related to the August 2016 debt restructuring transaction.      

 

Foresight generated operating cash flows of $60.0 million during third quarter 2017 and ended the quarter with $24.9 million in cash and $158.5 million of available borrowing capacity, net of outstanding letters of credit, under its revolving credit facility.  During the third quarter 2017, capital expenditures totaled $15.2 million, a slight increase of $0.5 million compared to the quarter ended September 30, 2016.  

 

Foresight adopted pushdown reporting as of March 31, 2017 as a result of Murray Energy obtaining control of its general partner.  As required by pushdown reporting, the Partnership revalued its balance sheet on the change of control date and therefore certain financial statement line items are not comparable to prior periods.  As such, operational results for the quarter ended September 30, 2017 were recorded on the successor financial statements.  However, pushdown reporting did not materially affect coal sales, which is generally comparable to prior periods.  Cost of coal produced was impacted by an inventory adjustment of $4.3 million in the current quarter and $8.9 million on a year to date basis.  

 

Guidance for 2017

 

Based on Foresight’s contracted position, recent performance, and its current outlook on pricing and the coal markets in general, the Partnership is reaffirming, updating and providing the following guidance for 2017:

 

Sales Volumes – Based on year-to-date sales volumes, current committed position and expectations for the remainder of 2017, Foresight is narrowing its projected sales volumes to be between 21.3 and 21.7 million tons, with over 5.0 million tons expected to be sold into the international market.  

 

Adjusted EBITDA – Based on the projected sales volumes and operating cost structure, Foresight currently expects to generate Adjusted EBITDA in a range of $290 to $300 million.

 

Capital Expenditures – Total 2017 capital expenditures are estimated to be between $72 and $77 million.  

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws.  These statements contain words such aspossible, intend, will, if and expect” and can be impacted by numerous factors, including risks relating to the securities markets, the impact of adverse market conditions affecting business of the Partnership, adverse changes in laws including with respect to tax and regulatory matters and other risks.  There can be no assurance that actual results will not differ from those expected by management of the Partnership.  Known material factors that could cause actual results to differ from those in the forward-looking statements are described in Part I, Item 1A.  Risk Factors of the Partnerships Annual Report on Form 10-K filed on March 12017.  The Partnership undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which the Partnership becomes aware of, after the date hereof.

 

Non-GAAP Financial Measures

 

Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of the Partnership’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

 

the Partnerships operating performance as compared to other publicly traded partnerships, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;

the Partnerships ability to incur and service debt and fund capital expenditures; and

the viability of acquisitions and other capital expenditure projects and the returns on investment of various expansion and

growth opportunities.

 

The Partnership defines Adjusted EBITDA as net income (loss) attributable to controlling interests before interest, income taxes, depreciation, depletion, amortization and accretion.  Adjusted EBITDA is also adjusted for equity-based compensation, losses/gains on commodity derivative contracts, settlements of derivative contracts, a change in the fair value of the warrant liability and material nonrecurring or other items which may not reflect the trend of future results.  As it relates to commodity derivative contracts, the

 

2

 

 


 

 

Adjusted EBITDA calculation removes the total impact of derivative gains/losses on net income (loss) during the period and then adds/deducts to Adjusted EBITDA the amount of aggregate settlements during the period.  

The Partnership believes the presentation of Adjusted EBITDA provides useful information to investors in assessing the Partnership’s financial condition and results of operations.  Adjusted EBITDA should not be considered an alternative to net (loss) income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with U.S. GAAP, nor should Adjusted EBITDA be considered an alternative to operating surplus, adjusted operating surplus or other definitions in the Partnership’s partnership agreement.  Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, of the items that affects net (loss) income.  Additionally, because Adjusted EBITDA may be defined differently by other companies in the industry, and the Partnerships definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, the utility of such a measure is diminished.  For a reconciliation of Adjusted EBITDA to net (loss) income attributable to controlling interests, please see the table below.

 

This press release references forward-looking estimates of Adjusted EBITDA projected to be generated by the Partnership during the year ending December 31, 2017. A reconciliation of estimated 2017 Adjusted EBITDA to U.S. GAAP net income (loss) is not provided because U.S. GAAP net income (loss) for the projection period is not assessable. The exercise of fair valuing Foresight’s assets and liabilities as of March 31, 2017 is not yet complete; therefore, an estimate of net income (loss), or a reconciliation thereof to Adjusted EBITDA, cannot reasonably be provided at this time. The effects of applying pushdown accounting are generally excluded from Adjusted EBITDA therefore it does not materially impact our ability to forecast Adjusted EBITDA.

 

About Foresight Energy LP

 

Foresight is a leading producer and marketer of thermal coal controlling over 2 billion tons of coal reserves in the Illinois Basin. Foresight currently operates two longwall mining complexes with three longwall mining systems (Williamson (one longwall mining system) and Sugar Camp (two longwall mining systems)), one continuous mining operation (Macoupin) and the Sitran river terminal on the Ohio River. Foresight’s operations are strategically located near multiple rail and river transportation access points, providing transportation cost certainty and flexibility to direct shipments to the domestic and international markets.

 

Contact

 

Gary M.  Broadbent

Director of Investor and Media Relations

740-338-3100

Investor.relations@foresight.com

Media@coalsource.com

 

 

 

 

 

 

 


 

3

 

 


 

 

Foresight Energy LP

Unaudited Condensed Consolidated Balance Sheets

(In Thousands)

 

(Successor)

 

 

 

(Predecessor)

 

 

September 30,

 

 

 

December 31,

 

 

2017

 

 

 

2016

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

24,899

 

 

 

$

103,690

 

Accounts receivable

 

25,760

 

 

 

 

54,905

 

Due from affiliates

 

13,145

 

 

 

 

16,891

 

Financing receivables - affiliate

 

3,078

 

 

 

 

2,904

 

Inventories, net

 

75,135

 

 

 

 

43,052

 

Prepaid royalties

 

 

 

 

 

3,136

 

Deferred longwall costs

 

5,374

 

 

 

 

13,310

 

Coal derivative assets

 

 

 

 

 

7,650

 

Other prepaid expenses and current assets

 

19,046

 

 

 

 

21,443

 

Contract-based intangibles

 

16,174

 

 

 

 

 

Total current assets

 

182,611

 

 

 

 

266,981

 

Property, plant, equipment and development, net

 

2,436,279

 

 

 

 

1,318,937

 

Due from affiliates

 

947

 

 

 

 

1,843

 

Financing receivables - affiliate

 

64,904

 

 

 

 

67,235

 

Prepaid royalties, net

 

834

 

 

 

 

13,765

 

Other assets

 

16,653

 

 

 

 

20,250

 

Contract-based intangibles

 

4,741

 

 

 

 

 

Total assets

$

2,706,969

 

 

 

$

1,689,011

 

Liabilities and partners’ capital (deficit)

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

$

60,867

 

 

 

$

368,993

 

Current portion of sale-leaseback financing arrangements

 

4,062

 

 

 

 

1,372

 

Accrued interest

 

26,942

 

 

 

 

29,760

 

Accounts payable

 

67,713

 

 

 

 

60,971

 

Accrued expenses and other current liabilities

 

54,447

 

 

 

 

43,592

 

Asset retirement obligations

 

8,167

 

 

 

 

7,273

 

Due to affiliates

 

10,028

 

 

 

 

20,904

 

Contract-based intangibles

 

27,985

 

 

 

 

 

Total current liabilities

 

260,211

 

 

 

 

532,865

 

Long-term debt and capital lease obligations

 

1,274,343

 

 

 

 

1,022,070

 

Sale-leaseback financing arrangements

 

196,816

 

 

 

 

190,497

 

Asset retirement obligations

 

37,579

 

 

 

 

37,644

 

Warrant liability

 

 

 

 

 

51,169

 

Other long-term liabilities

 

46,247

 

 

 

 

9,359

 

Contract-based intangibles

 

145,822

 

 

 

 

 

Total liabilities

 

1,961,018

 

 

 

 

1,843,604

 

Limited partners' capital (deficit):

 

 

 

 

 

 

 

 

Common unitholders (77,644 and 66,105 units outstanding as of September 30, 2017 and December 31, 2016, respectively)

 

459,349

 

 

 

 

100,628

 

Subordinated unitholder (64,955 units outstanding as of September 30, 2017 and December 31, 2016)

 

286,602

 

 

 

 

(255,221

)

Total partners' capital (deficit)

 

745,951

 

 

 

 

(154,593

)

Total liabilities and partners' capital (deficit)

$

2,706,969

 

 

 

$

1,689,011

 

 

 

4

 

 


 

 

Foresight Energy LP

Unaudited Condensed Consolidated Statements of Operations

(In Thousands)

 

 

(Successor)

 

 

(Predecessor)

 

 

(Successor)

 

 

(Predecessor)

 

 

(Predecessor)

 

 

Three Months Ended

September 30, 2017

 

 

Three Months Ended

September 30, 2016

 

 

Period From

April 1, 2017 through

September 30, 2017

 

 

Period From

January 1, 2017

through

March 31, 2017

 

 

Nine Months Ended

September 30, 2016

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coal sales

$

229,670

 

 

$

228,472

 

 

$

434,186

 

 

$

227,813

 

 

$

615,662

 

Other revenues

 

2,770

 

 

 

2,353

 

 

 

5,347

 

 

 

2,581

 

 

 

7,249

 

Total revenues

 

232,440

 

 

 

230,825

 

 

 

439,533

 

 

 

230,394

 

 

 

622,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of coal produced (excluding depreciation, depletion and amortization)

 

122,839

 

 

 

110,311

 

 

 

228,629

 

 

 

117,762

 

 

 

311,557

 

Cost of coal purchased

 

 

 

 

183

 

 

 

 

 

 

7,973

 

 

 

733

 

Transportation

 

39,414

 

 

 

33,324

 

 

 

67,672

 

 

 

37,726

 

 

 

96,679

 

Depreciation, depletion and amortization

 

53,754

 

 

 

43,637

 

 

 

103,291

 

 

 

39,298

 

 

 

125,521

 

Contract amortization

 

(15,611

)

 

 

 

 

 

(6,878

)

 

 

 

 

 

 

Accretion on asset retirement obligations

 

726

 

 

 

844

 

 

 

1,454

 

 

 

710

 

 

 

2,532

 

Selling, general and administrative

 

7,858

 

 

 

7,340

 

 

 

15,135

 

 

 

6,554

 

 

 

18,648

 

Transition and reorganization costs

 

 

 

 

 

 

 

 

 

 

 

 

 

6,889

 

Loss on commodity derivative contracts

 

1,101

 

 

 

5,987

 

 

 

2,218

 

 

 

1,492

 

 

 

17,270

 

Other operating (income) expense, net

 

(48

)

 

 

(2,215

)

 

 

(13,538

)

 

 

451

 

 

 

(2,124

)

Operating income

 

22,407

 

 

 

31,414

 

 

 

41,550

 

 

 

18,428

 

 

 

45,206

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

35,988

 

 

 

37,939

 

 

 

71,408

 

 

 

43,380

 

 

 

105,269

 

Debt restructuring costs

 

 

 

 

6,072

 

 

 

 

 

 

 

 

 

21,702

 

Change in fair value of warrants

 

 

 

 

(1,452

)

 

 

 

 

 

(9,278

)

 

 

(1,452

)

Loss on early extinguishment of debt

 

 

 

 

13,186

 

 

 

 

 

 

95,510

 

 

 

13,294

 

Net loss

 

(13,581

)

 

 

(24,331

)

 

 

(29,858

)

 

 

(111,184

)

 

 

(93,607

)

Less: net (loss) income attributable to noncontrolling interests

 

 

 

 

(45

)

 

 

 

 

 

 

 

 

169

 

Net loss attributable to controlling interests

$

(13,581

)

 

$

(24,286

)

 

$

(29,858

)

 

$

(111,184

)

 

$

(93,776

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available to limited partner units - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unitholders

$

(5,097

)

 

$

(12,249

)

 

$

(13,887

)

 

$

(56,259

)

 

$

(47,135

)

Subordinated unitholder

$

(8,484

)

 

$

(12,037

)

 

$

(15,971

)

 

$

(54,925

)

 

$

(46,641

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per limited partner unit - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common unitholders

$

(0.07

)

 

$

(0.19

)

 

$

(0.18

)

 

$

(0.85

)

 

$

(0.72

)

Subordinated unitholder

$

(0.13

)

 

$

(0.19

)

 

$

(0.25

)

 

$

(0.85

)

 

$

(0.72

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average limited partner units outstanding - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common units

 

77,510

 

 

 

66,098

 

 

 

76,893

 

 

 

66,533

 

 

 

65,737

 

Subordinated units

 

64,955

 

 

 

64,955

 

 

 

64,955

 

 

 

64,955

 

 

 

64,955

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per limited partner unit

$

0.0647

 

 

$

 

 

$

0.0647

 

 

$

 

 

$

 

 

5

 

 


 

 

Foresight Energy LP

Unaudited Condensed Consolidated Statements of Cash Flows

(In Thousands)

 

(Successor)

 

 

(Predecessor)

 

 

 

 

 

 

Period From

April 1, 2017 through

September 30, 2017

 

 

Period From

January 1, 2017

through

March 31, 2017

 

 

(Predecessor)

Nine Months Ended

September 30, 2016

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(29,858

)

 

$

(111,184

)

 

$

(93,607

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

103,291

 

 

 

39,298

 

 

 

125,521

 

Amortization of debt discount and deferred issuance costs

 

1,273

 

 

 

6,365

 

 

 

 

Contract amortization

 

(6,878

)

 

 

 

 

 

 

Equity-based compensation

 

439

 

 

 

318

 

 

 

4,711

 

Loss on commodity derivative contracts

 

2,218

 

 

 

1,492

 

 

 

17,270

 

Settlements of commodity derivative contracts

 

320

 

 

 

3,724

 

 

 

13,112

 

Realized gains on coal derivatives included in investing activities

 

 

 

 

(3,520

)

 

 

 

Transition and reorganization expenses paid by Foresight Reserves

 

 

 

 

 

 

 

2,333

 

Current period interest expense converted into debt

 

 

 

 

 

 

 

31,484

 

Change in fair value of warrants

 

 

 

 

(9,278

)

 

 

 

Debt extinguishment expense

 

 

 

 

95,510

 

 

 

11,125

 

Other

 

8,915

 

 

 

1,321

 

 

 

9,025

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

9,450

 

 

 

19,695

 

 

 

(3,297

)

Due from/to affiliates, net

 

6,923

 

 

 

(13,157

)

 

 

8,627

 

Inventories

 

(22,159

)

 

 

(917

)

 

 

9,737

 

Prepaid expenses and other assets

 

(6,331

)

 

 

(2,375

)

 

 

(2,549

)

Prepaid royalties

 

6,240

 

 

 

(241

)

 

 

2,699

 

Commodity derivative assets and liabilities

 

266

 

 

 

(532

)

 

 

2,624

 

Accounts payable

 

(582

)

 

 

7,324

 

 

 

(3,121

)

Accrued interest

 

22,493

 

 

 

(9,803

)

 

 

3,380

 

Accrued expenses and other current liabilities

 

1,188

 

 

 

(3,430

)

 

 

5,843

 

Other

 

1,300

 

 

 

1,782

 

 

 

1,422

 

Net cash provided by operating activities

 

98,508

 

 

 

22,392

 

 

 

146,339

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Investment in property, plant, equipment and development

 

(36,960

)

 

 

(19,908

)

 

 

(28,031

)

Return of investment on financing arrangements with Murray Energy

 

1,452

 

 

 

705

 

 

 

1,997

 

Settlement of certain coal derivatives

 

 

 

 

3,520

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

 

 

1,898

 

 

 

 

Other

 

 

 

 

 

 

 

2,359

 

Net cash used in investing activities

 

(35,508

)

 

 

(13,785

)

 

 

(23,675

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Net change in borrowings under revolving credit facility

 

 

 

 

(352,500

)

 

 

 

Net change in borrowings under A/R securitization program

 

(10,300

)

 

 

7,000

 

 

 

(12,200

)

Proceeds from other long-term debt

 

 

 

 

1,234,438

 

 

 

 

Payments on debt and capital lease obligations

 

(23,539

)

 

 

(970,721

)

 

 

(34,152

)

Proceeds from issuance of common units to Murray Energy

 

 

 

 

60,586

 

 

 

 

Distributions paid

 

(5,026

)

 

 

 

 

 

(182

)

Debt extinguishment costs

 

 

 

 

(57,645

)

 

 

 

Debt issuance costs paid

 

 

 

 

(27,328

)

 

 

(15,825

)

Other

 

(3,471

)

 

 

(1,892

)

 

 

(996

)

Net cash used in financing activities

 

(42,336

)

 

 

(108,062

)

 

 

(63,355

)

Net increase (decrease) in cash and cash equivalents

 

20,664

 

 

 

(99,455

)

 

 

59,309

 

Cash and cash equivalents, beginning of period

 

4,235

 

 

 

103,690

 

 

 

17,538

 

Cash and cash equivalents, end of period

$

24,899

 

 

$

4,235

 

 

$

76,847

 

 

6

 

 


 

 

 

Reconciliation of U.S. GAAP Net Loss Attributable to Controlling Interests to Adjusted EBITDA (In Thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Successor)

Three Months Ended

September 30, 2017

 

 

(Predecessor)

Three Months Ended

September 30, 2016

 

 

(Successor)

Period From

April 1, 2017 through

September 30, 2017

 

 

(Predecessor)

Period From

January 1, 2017

through

March 31, 2017

 

 

Combined - Period From

January 1, 2017

through

September 30, 2017

 

 

(Predecessor)

Nine Months Ended

September 30, 2016

 

 

Net loss attributable to controlling interests (1)

$

(13,581

)

 

$

(24,286

)

 

$

(29,858

)

 

$

(111,184

)

 

$

(141,042

)

 

$

(93,776

)

 

Interest expense, net

 

35,988

 

 

 

37,939

 

 

 

71,408

 

 

 

43,380

 

 

 

114,788

 

 

 

105,269

 

 

Depreciation, depletion and amortization

 

53,754

 

 

 

43,637

 

 

 

103,291

 

 

 

39,298

 

 

 

142,589

 

 

 

125,521

 

 

Accretion on asset retirement obligations

 

726

 

 

 

844

 

 

 

1,454

 

 

 

710

 

 

 

2,164

 

 

 

2,532

 

 

Contract amortization

 

(15,611

)

 

 

 

 

 

(6,878

)

 

 

 

 

 

(6,878

)

 

 

 

 

Noncash impact of recording coal inventory to fair value in pushdown accounting

 

4,306

 

 

 

 

 

 

8,868

 

 

 

 

 

 

8,868

 

 

 

 

 

Transition and reorganization costs  (excluding amounts included in equity-based compensation below) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,575

 

 

Equity-based compensation

 

228

 

 

 

284

 

 

 

439

 

 

 

318

 

 

 

757

 

 

 

4,711

 

 

Loss on commodity derivative contracts

 

1,101

 

 

 

5,987

 

 

 

2,218

 

 

 

1,492

 

 

 

3,710

 

 

 

17,270

 

 

Settlements of commodity derivative contracts

 

(124

)

 

 

3,191

 

 

 

320

 

 

 

3,724

 

 

 

4,044

 

 

 

13,112

 

 

Debt restructuring costs

 

 

 

 

6,072

 

 

 

 

 

 

 

 

 

 

 

 

21,702

 

 

Change in fair value of warrants

 

 

 

 

(1,452

)

 

 

 

 

 

(9,278

)

 

 

(9,278

)

 

 

(1,452

)

 

Loss on early extinguishment of debt

 

 

 

 

13,186

 

 

 

 

 

 

95,510

 

 

 

95,510

 

 

 

13,294

 

 

Adjusted EBITDA

$

66,787

 

 

$

85,402

 

 

$

151,262

 

 

$

63,970

 

 

$

215,232

 

 

$

210,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) - Included in net loss attributable to controlling interests during the three months ended September 30, 2017, the combined period from January 1, 2017, through September 30, 2017, and the nine months ended September 30, 2016, was insurance proceeds of $1.5 million, $14.3 million, and $10.5 million, respectively, from the Hillsboro mine combustion event.

 

 

(2) - Excludes equity-based compensation of $4.3 million which was recorded in transition and reorganization costs in the statement of operations for the nine months ended September 30, 2016.

 

7

 

 


 

 

 

Operating Metrics (In Thousands, Except per Unit Data)

 

 

 

(Successor)

Three Months Ended

September 30, 2017

 

 

(Predecessor)

Three Months Ended

September 30, 2016

 

 

(Successor)

Period From

April 1, 2017 through

September 30, 2017

 

 

(Predecessor)

Period From

January 1, 2017

through

March 31, 2017

 

 

Combined - Period From

January 1, 2017

through

September 30, 2017

 

 

(Predecessor)

Nine Months Ended

September 30, 2016

 

 

Produced tons sold

 

5,242