Acquisition of Shoal Creek Mine

12 Months Ended

Dec. 31, 2019

Acquisition of Shoal Creek Mine [Abstract]

Acquisition of Shoal Creek Mine [Text Block]

Acquisition of Shoal Creek Mine

On December 3, 2018, the Company completed the acquisition of the Shoal Creek metallurgical coal mine, preparation plant and supporting assets located in Alabama (Shoal Creek Mine) from Drummond Company, Inc. for a purchase price of $389.8 million after customary purchase price adjustments, which was funded with available cash on hand. The acquisition expanded the Company’s seaborne metallurgical mining platform.

The acquisition excluded all liabilities other than reclamation and the Company is not responsible for other liabilities relating to the operation of the Shoal Creek Mine prior to the acquisition date, including employee benefit plans and post-employment benefits. In connection with completing the acquisition, a new collective bargaining agreement was reached with the union-represented workforce that eliminates participation in the multi-employer pension plan and replaces it with a 401(k) retirement plan.

The purchase accounting allocations were recorded in the accompanying consolidated financial statements as of, and for the period subsequent to the acquisition date. The following table summarizes the fair values of assets acquired and liabilities assumed that were recognized at the acquisition and control date as well as fair value adjustments made through December 31, 2019:

	Preliminary Allocations			Adjustments			Final Allocations
	(Dollars in millions)
Inventories	$	39.7		$	0.2		$	39.9
Property, plant, equipment and mine development	364.7			0.6			365.3
Current liabilities	(4.1		)	—			(4.1		)
Asset retirement obligations	(10.5		)	(0.8		)	(11.3		)
Total purchase price	$	389.8		$	—		$	389.8

Determining the fair value of assets acquired and liabilities assumed required judgment and the utilization of independent valuation experts, and included the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. Due to the unobservable inputs to the valuation, the fair value would be considered Level 3 in the fair value hierarchy.

The adjustments to the provisional fair values resulted from additional information obtained about facts in existence at the acquisition and control date and included rationalization adjustments in order to reconcile the aggregated fair value of the assets acquired to the amount of consideration transferred. Adjustments to provisional fair values were assumed to have been made as of the acquisition and control date. As a result, "Depreciation, depletion and amortization" would have been lower by $0.4 million, $0.5 million and $0.4 million for the fourth quarter of 2018, first quarter of 2019 and second quarter of 2019, respectively, than was previously reported. The accompanying consolidated statements of operations reflect these adjustments in the year ended December 31, 2019.

The Company has finalized the valuation of the net assets acquired and related purchase price allocation.

The results of Shoal Creek Mine for the year ended December 31, 2019 and the period December 4, 2018 through December 31, 2018 are included in the consolidated statements of operations and are reported in the Seaborne Metallurgical Mining segment. The Shoal Creek Mine contributed revenues of $12.8 million and less than $0.1 million of net income from December 4, 2018 through December 31, 2018. This excludes acquisition costs recorded during the year ended December 31, 2018 of $7.4 million, which primarily consisted of professional fees. These acquisition costs are recorded in the “Transaction costs related to business combinations and joint ventures” line item in the consolidated statements of operations.

As a result of Peabody's reorganization and change in reporting entity as described in Note 1. “Summary of Significant Accounting Policies,” the following unaudited pro forma financial information presents the estimated combined results of operations of the Company and Shoal Creek Mine, on a pro forma basis, as though the operations of the Shoal Creek Mine had been combined with the Company’s operations as of April 2, 2017. Pro forma information is not presented for the year ended December 31, 2019 because the operations of the Shoal Creek Mine are reflected in the Company’s actual consolidated results for the entire year. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had the operations of the Company and Shoal Creek Mine been combined during those periods or that may be attained in the future.

	Successor
	Year Ended December 31, 2018		April 2 through December 31, 2017
	(Dollars in millions, except per share data)
Revenues	$	6,008.4	$	4,506.2
Income from continuing operations, net of income taxes	826.6		783.3
Basic earnings per share from continuing operations	$	5.84	$	4.37
Diluted earnings per share from continuing operations	$	5.75	$	4.33

The pro forma income from continuing operations, net of income taxes includes adjustments to operating costs to reflect the additional expense for the estimated impact of the fair value adjustment for coal inventory, a reduction in postretirement benefit costs resulting from the new collective bargaining agreement described above, and the estimated impact on depreciation, depletion and amortization for the fair value adjustment for property, plant and equipment (including coal reserve assets). On a pro forma basis, the acquisition would have had no impact on taxable income due to the Company’s federal net operating losses (NOLs), as further described in Note 12. “Income Taxes.”