UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to .
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification Number) |
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(Address of principal executive offices) | (Zip code) | |
Registrant’s telephone number, including area code: ( (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
At October 18, 2021 there were
TABLE OF CONTENTS
2
Part I
FINANCIAL INFORMATION
Item 1.Financial Statements.
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
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Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| 2021 |
| 2020 |
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(Unaudited) | (Unaudited) | ||||||||||||
Revenues | $ | | $ | | $ | | $ | | |||||
Costs, expenses and other operating |
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Cost of sales (exclusive of items shown separately below) |
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Depreciation, depletion and amortization |
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Accretion on asset retirement obligations |
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Change in fair value of coal derivatives and coal trading activities, net |
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Selling, general and administrative expenses |
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Costs related to proposed joint venture with Peabody Energy |
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Asset impairment and restructuring | — | | — | | |||||||||
Gain on property insurance recovery related to Mountain Laurel longwall |
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Gain on divestitures |
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Other operating income, net |
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Income (loss) from operations |
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Interest expense, net |
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Interest expense |
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Interest and investment income |
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Income (loss) before nonoperating expenses |
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Nonoperating (expenses) income |
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Non-service related pension and postretirement benefit costs |
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Reorganization items, net |
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Income (loss) before income taxes |
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Provision for (benefit from) income taxes |
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Net income (loss) | $ | | $ | ( | $ | | $ | ( | |||||
Net income (loss) per common share |
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Basic earnings (loss) per share | $ | | $ | ( | $ | | $ | ( | |||||
Diluted earnings (loss) per share | $ | | $ | ( | $ | | $ | ( | |||||
Weighted average shares outstanding |
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Basic weighted average shares outstanding |
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Diluted weighted average shares outstanding |
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Dividends declared per common share | $ | — | $ | — | $ | — | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
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Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
| 2021 |
| 2020 |
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| 2020 | ||||||
(Unaudited) | (Unaudited) | ||||||||||||
Net income (loss) | $ | | $ | ( | $ | | $ | ( | |||||
Derivative instruments |
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Comprehensive income (loss) before tax |
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Income tax benefit (provision) |
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Pension, postretirement and other post-employment benefits |
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Comprehensive income (loss) before tax |
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Income tax benefit (provision) |
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Available-for-sale securities |
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Comprehensive income (loss) before tax |
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Income tax benefit (provision) |
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Total other comprehensive income (loss) |
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Total comprehensive income (loss) | $ | | $ | ( | $ | | $ | ( |
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
| September 30, 2021 |
| December 31, 2020 | |||
Assets | (Unaudited) | |||||
Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Short-term investments |
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Restricted cash |
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Trade accounts receivable (net of $ |
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Other receivables |
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Inventories |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Other assets |
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Equity investments |
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Other noncurrent assets |
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Total other assets |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable | $ | | $ | | ||
Accrued expenses and other current liabilities |
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Current maturities of debt |
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Total current liabilities |
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Long-term debt |
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Asset retirement obligations |
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Accrued pension benefits |
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Accrued postretirement benefits other than pension |
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Accrued workers’ compensation |
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Other noncurrent liabilities |
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Total liabilities |
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Stockholders' equity |
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Common stock, $ |
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Paid-in capital |
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Retained earnings |
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Treasury stock, |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended September 30, | ||||||
| 2021 |
| 2020 | |||
Operating activities |
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Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile to cash from operating activities: |
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Depreciation, depletion and amortization |
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Accretion on asset retirement obligations |
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Deferred income taxes |
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Employee stock-based compensation expense |
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Amortization relating to financing activities |
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Gain on property insurance recovery related to Mountain Laurel longwall |
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Gain on disposals and divestitures, net |
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Reclamation work completed |
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Non-cash asset impairment and restructuring | — | | ||||
Changes in: |
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Receivables |
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Inventories |
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Accounts payable, accrued expenses and other current liabilities |
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Income taxes, net |
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Other |
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Cash provided by operating activities |
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Investing activities |
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Capital expenditures |
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Minimum royalty payments |
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Proceeds from disposals and divestitures |
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Purchases of short-term investments |
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Proceeds from sales of short-term investments |
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Investments in and advances to affiliates, net |
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Proceeds from property insurance recovery related to Mountain Laurel longwall | — | | ||||
Cash used in investing activities |
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Financing activities |
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Payments on term loan |
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Proceeds from equipment financing | | | ||||
Proceeds from tax exempt bonds | | | ||||
Net payments on other debt |
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Debt financing costs |
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Dividends paid |
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Payments for taxes related to net share settlement of equity awards |
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Cash provided by financing activities |
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(Decrease) increase in cash and cash equivalents, including restricted cash |
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Cash and cash equivalents, including restricted cash, beginning of period | $ | | $ | | ||
Cash and cash equivalents, including restricted cash, end of period | $ | | $ | | ||
Cash and cash equivalents, including restricted cash, end of period | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted Cash | | | ||||
$ | | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
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| Treasury |
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Common | Paid-In | Stock at | Comprehensive | |||||||||||||||
Stock | Capital | Retained Earnings | Cost | Income (loss) | Total | |||||||||||||
(In thousands) | ||||||||||||||||||
Balances, January 1, 2021 |
| $ | |
| $ | | $ | | $ | ( | $ | ( | $ | | ||||
Total comprehensive income (loss) |
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Employee stock-based compensation | — | | | — | — | | ||||||||||||
Issuance of | | — | — | — | — | | ||||||||||||
Common stock withheld related to net share settlement of equity awards | — | ( | — | — | — | ( | ||||||||||||
Balances at March 31, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Total comprehensive income (loss) |
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Employee stock-based compensation |
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Balances at June 30, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Total comprehensive income (loss) |
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Employee stock-based compensation |
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Warrants exercised |
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Balances at September 30, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
Arch Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
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Common | Paid-In | Stock at | Comprehensive | |||||||||||||||
Stock | Capital | Retained Earnings | Cost | Income (loss) | Total | |||||||||||||
(In thousands) | ||||||||||||||||||
Balances, January 1, 2020 |
| $ | |
| $ | |
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| $ | ( |
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Dividends on common shares ($ |
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Total comprehensive income (loss) |
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Employee stock-based compensation | — | | — | — | — | | ||||||||||||
Common stock withheld related to net share settlement of equity awards |
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Balances at March 31, 2020 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
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Total comprehensive income (loss) |
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Employee stock-based compensation |
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Common stock withheld related to net share settlement of equity awards |
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Dividend Equivalents earned on RSU grants |
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Balances at June 30, 2020 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Total comprehensive income (loss) |
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Employee stock-based compensation |
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Common stock withheld related to net share settlement of equity awards |
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Dividend Equivalents earned on RSU grants |
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Balances at September 30, 2020 | $ | | $ | | $ | | $ | ( | $ | ( | $ | |
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
Arch Resources, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Arch Resources, Inc. (“Arch Resources”) and its subsidiaries (“Arch” or the “Company”). Unless the context indicates otherwise, the terms “Arch” and the “Company” are used interchangeably in this Quarterly Report on Form 10-Q. The Company’s primary business is the production of metallurgical and thermal coal from underground and surface mines located throughout the United States, for sale to steel producers, utility companies, and industrial accounts both in the United States and around the world. The Company currently operates mining complexes in West Virginia, Wyoming and Colorado. All subsidiaries are wholly owned. Intercompany transactions and accounts have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and U.S. Securities and Exchange Commission regulations. In the opinion of management, all adjustments, consisting of normal, recurring accruals considered necessary for a fair presentation, have been included. Results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021. These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission.
2. Accounting Policies
Recently Adopted Accounting Guidance
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes.” ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The ASU is effective for public companies for fiscal years beginning after December 15, 2020, and interim periods therein with early adoption permitted. The Company adopted this ASU with minimal impact to the Company’s financial statements.
Recent Accounting Guidance Issued Not Yet Effective
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from
9
the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.
3. Joint Venture with Peabody Energy
The Company incurred expenses of $
4. Gain on Property Insurance Recovery Related to Mountain Laurel Longwall
The Company recorded a gain of $
5. Asset Impairment and Restructuring
During the third quarter of 2020, the Company determined that indicators of impairment existed with respect to certain of its thermal long-lived assets. As a result, the Company recorded impairment charges during both the three and nine months ended September 30, 2020 of $
The Company recorded $
10
6. Accumulated Other Comprehensive Income (Loss)
The following items are included in accumulated other comprehensive income (loss) (“AOCI”), net of tax:
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Postretirement | Accumulated | |||||||||||
and Other Post- | Other | |||||||||||
Derivative | Employment | Available-for- | Comprehensive | |||||||||
Instruments | Benefits | Sale Securities | Income (loss) | |||||||||
| (In thousands) | |||||||||||
Balance at December 31, 2020 | $ | ( | $ | ( | $ | ( |
| $ | ( | |||
Unrealized losses |
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Amounts reclassified from accumulated other comprehensive income (loss) |
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Balances at September 30, 2021 | $ | ( | $ | ( | $ | ( |
| $ | ( |
The following amounts were reclassified out of AOCI:
Three Months Ended September 30, | Nine Months Ended September 30, |
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Details About AOCI Components |
| 2021 |
| 2020 |
| 2021 |
| 2020 |
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| Statements of Operations | ||||
(In thousands) | |||||||||||||||
Coal hedges | $ | — | $ | | $ | — | $ | | Revenues | ||||||
Interest rate hedges |
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| Interest expense | |||||
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