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Exhibit 99.5

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information is based on the historical financial information of Arch Coal, Inc. (“Arch Coal”) and International Coal Group, Inc. (“ICG”) and has been prepared to reflect the merger of Atlas Acquisition Corp. (“Merger Sub”) with and into ICG and the related financing transactions. The pro forma data in the unaudited pro forma condensed combined balance sheet as of March 31, 2011 assume that the merger of Merger Sub with and into ICG was completed on that date. The data in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2010 and the three months ended March 31, 2011 assume the merger was completed at the beginning of each period.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and related notes thereto of Arch Coal and ICG.

 

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations of Arch Coal had the transactions actually occurred on the dates assumed in the unaudited pro forma condensed combined financial statements.

 

The merger of Merger Sub with and into ICG will be accounted for under the acquisition method of accounting under U.S. GAAP whereby the total purchase price is allocated to the assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The cash purchase price reflects the number of common shares of ICG tendered plus the fair value of liabilities incurred in conjunction with the merger. At this time, Arch Coal has not completed the valuation analyses to determine the fair values of ICG’s assets and liabilities; and accordingly, the unaudited pro forma condensed combined financial information includes a preliminary allocation of the purchase price based on assumptions and estimates which, while considered reasonable under the circumstances, are subject to changes, which may be material. Upon completion of a detailed valuation analysis, there may be additional increases or decreases to the recorded book values of ICG’s assets and liabilities, including, but not limited to, mineral reserves, property, plant and equipment, asset retirement obligations, coal supply agreements, commitments and contingencies and other intangible assets that will give rise to future amounts of depletion, depreciation and amortization expenses or credits that are not reflected in the information contained in this unaudited pro forma condensed combined financial information. Accordingly, once the final purchase price has been determined and the purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed combined financial information. Additionally, this unaudited pro forma condensed combined statement of operations does not reflect the cost of any integration activities or benefits from the merger and synergies that may be derived from any integration activities, both of which may have a material effect on the results of operations in periods following the completion of the merger.

 

Certain amounts in ICG’s historical balance sheets and statements of income have been conformed to Arch Coal’s presentation.

 

1



 

ARCH COAL, INC. AND SUBSIDIARIES

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31, 2010

 

 

 

Arch Coal
Historical

 

ICG
Historical

 

Pro Forma
Adjustments
Related to
Financing

 

Pro Forma
Adjustments
Related to
Merger

 

Pro Forma

 

 

 

(in thousands)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Coal sales

 

$

3,186,268

 

$

1,113,657

 

$

 

$

 

$

4,299,925

 

Costs, expenses and other

 

 

 

 

 

 

 

 

 

 

 

Cost of coal sales

 

2,395,812

 

885,739

 

 

 

3,281,551

 

Depreciation, depletion and amortization

 

365,066

 

107,682

 

 

50,372

(f)

523,120

 

Amortization of acquired sales contracts, net

 

35,606

 

(3,116

)

 

(44,582

)(g)

(12,092

)

Selling, general and administrative expenses

 

118,177

 

35,569

 

 

 

153,746

 

Change in fair value of coal derivatives and coal trading activities, net

 

8,924

 

 

 

 

8,924

 

Gain on Knight Hawk transaction

 

(41,577

)

 

 

 

(41,577

)

Other operating income, net

 

(19,724

)

(8,726

)

 

 

 

(28,450

)

 

 

2,862,284

 

1,017,148

 

 

5,790

 

3,885,222

 

Income from operations

 

323,984

 

96,509

 

 

(5,790

)

414,703

 

Interest expense, net:

 

(140,100

)

(40,736

)

(170,945

)(h)

40,736

(h)

(311,045

)

Other non-operating expense

 

 

 

 

 

 

 

 

 

 

 

Loss on early extinguishment of debt

 

(6,776

)

(29,409

)

 

 

(36,185

)

Income (loss) before income taxes

 

177,108

 

26,364

 

(170,945

)

34,946

 

67,473

 

Provision for (benefit from) income taxes

 

17,714

 

(3,750

)

(64,104

)(i)

13,104

(i)

(37,036

)

Net income

 

159,394

 

30,114

 

(106,841

)

21,842

 

104,509

 

Less: Net income attributable to noncontrolling interest

 

(537

)

(3

)

 

 

(540

)

Net income attributable to Arch Coal, Inc.

 

$

158,857

 

$

30,111

 

$

(106,841

)

$

21,842

 

$

103,969

 

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share(j)

 

$

0.98

 

 

 

 

 

 

 

$

0.49

 

Diluted earnings per common share(j)

 

$

0.97

 

 

 

 

 

 

 

$

0.49

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

162,398

 

 

 

48,000

(a)

 

 

210,398

 

Diluted

 

163,210

 

 

 

48,000

(a)

 

 

211,210

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

2



 

ARCH COAL, INC. AND SUBSIDIARIES

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31, 2011

 

 

 

Arch Coal
Historical

 

ICG
Historical

 

Pro Forma
Adjustments
Related to
Financing

 

Pro Forma
Adjustments
Related to
Merger

 

Pro Forma

 

 

 

(in thousands)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Coal sales

 

$

872,938

 

$

290,863

 

$

 

$

 

$

1,163,801

 

Costs, expenses and other

 

 

 

 

 

 

 

 

 

 

 

Cost of coal sales

 

653,684

 

225,116

 

 

 

878,800

 

Depreciation, depletion and amortization

 

83,537

 

26,545

 

 

13,019

(f)

 123,101

 

Amortization of acquired sales contracts, net

 

5,944

 

(889

)

 

(11,036

)(g)

(5,981

)

Selling, general and administrative expenses

 

30,435

 

51,152

 

 

 

81,587

 

Change in fair value of coal derivatives and coal trading activities, net

 

(1,784

)

 

 

 

(1,784

)

Gain on Knight Hawk transaction

 

 

 

 

 

 

Other operating income, net

 

(1,116

)

(10,507

)

 

 

(11,623

)

 

 

770,700

 

291,417

 

 

1,983

 

1,064,100

 

Income from operations

 

102,238

 

(554

)

 

(1,983

)

99,701

 

Interest expense, net:

 

(33,834

)

(8,110

)

(42,736

)(h)

8,110

(h)

(76,570

)

Income (loss) before income taxes

 

68,404

 

(8,664

)

(42,736

)

6,127

 

23,131

 

Provision for (benefit from) income taxes

 

12,530

 

(2,357

)

(16,026

)(i)

2,297

(i)

(3,556

)

Net income (loss)

 

55,874

 

(6,307

)

(26,710

)

3,830

 

26,687

 

Less: Net income attributable to noncontrolling interest

 

(273

)

(11

)

 

 

(284

)

Net income (loss) attributable to Arch Coal, Inc. 

 

$

55,601

 

$

(6,318

)

$

(26,710

)

$

3,830

 

$

26,403

 

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share(j) 

 

$

0.34

 

 

 

 

 

 

 

$

0.13

 

Diluted earnings per common share(j) 

 

$

0.34

 

 

 

 

 

 

 

$

0.12

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

162,576

 

 

 

48,000

(a)

 

 

210,576

 

Diluted

 

163,773

 

 

 

48,000

(a)

 

 

211,773

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

3



 

ARCH COAL, INC. AND SUBSIDIARIES

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

MARCH 31, 2011

 

 

 

Arch Coal
Historical

 

ICG
Historical

 

Pro Forma
Adjustments
Related to
Financing(a)

 

Pro Forma
Adjustments
Related to
Merger

 

Pro Forma

 

 

 

(in thousands)

 

ASSETS

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,220

 

$

186,566

 

$

3,687,569

 

$

(3,056,670

)(b)

 

 

 

 

 

 

 

 

 

 

(26,188

)(e)

 

 

 

 

 

 

 

 

 

 

 

(604,711

)(c)

$

255,786

 

Accounts receivable

 

303,317

 

111,210

 

 

 

414,527

 

Inventories

 

247,908

 

80,724

 

 

 

328,632

 

Prepaid royalties

 

42,719

 

6,737

 

 

 

49,456

 

Deferred income taxes

 

18,673

 

1,420

 

 

 

20,093

 

Coal derivative assets

 

15,952

 

 

 

 

15,952

 

Other

 

101,153

 

14,704

 

 

(2,562

)(b)

113,295

 

Total current assets

 

798,942

 

401,361

 

3,687,569

 

(3,690,131

)

1,197,741

 

Property, plant and equipment, net

 

3,263,555

 

1,051,064

 

 

3,579,182

(b)

7,893,801

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

Prepaid royalties

 

69,737

 

21,639

 

 

 

91,376

 

Goodwill

 

114,963

 

 

 

425,000

(b)

539,963

 

Deferred income taxes

 

331,242

 

 

 

 

331,242

 

Equity investments

 

204,424

 

 

 

 

204,424

 

Other

 

117,115

 

20,945

 

64,872

 

(8,937

)(b)

 

 

 

 

 

 

 

(2,759

)(b)

191,236

 

Total other assets

 

837,481

 

42,584

 

64,872

 

413,304

 

1,358,241

 

Total assets

 

$

4,899,978

 

$

1,495,009

 

$

3,752,441

 

302,355

 

$

10,449,783

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

183,866

 

$

80,294

 

 

 

$

264,160

 

Coal derivative liabilities

 

4,178

 

 

 

 

4,178

 

Accrued expenses and other current liabilities

 

228,165

 

59,777

 

 

(582

)(c)

 

 

 

 

 

 

2,903

(b)

290,263

 

Current maturities of debt and short-term borrowings

 

69,518

 

105,125

 

 

(105,125

)(c)

69,518

 

Total current liabilities

 

485,727

 

245,196

 

 

(102,804

)

628,119

 

Long-term debt

 

1,539,028

 

228,437

 

2,552,524

 

375,254

(b)

 

 

 

 

 

 

 

 

 

 

(603,691

)(c)

4,091,552

 

Asset retirement obligations

 

336,975

 

71,541

 

 

 

408,516

 

Accrued pension and postretirement benefits

 

111,692

 

84,129

 

 

 

195,821

 

Deferred income taxes

 

 

46,515

 

 

1,354,833

(b)

1,401,348

 

Other noncurrent liabilities

 

124,243

 

69,855

 

 

2,903

(b)

 

 

 

 

 

 

 

51,758

(b)

248,759

 

Total liabilities

 

2,597,665

 

745,673

 

2,552,524

 

1,078,253

 

6,974,115

 

Redeemable noncontrolling interest

 

10,718

 

 

 

 

10,718

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Common stock — Arch Coal

 

1,647

 

 

480

 

 

2,127

 

Common stock — ICG

 

 

2,042

 

 

 

(2,042

)(d)

 

Paid-in capital

 

1,740,765

 

852,812

 

1,248,927

 

(852,812

)(d)

2,989,692

 

Treasury stock, at cost

 

(53,848

)

(309

)

 

 

309

(d)

(53,848

)

Retained earnings

 

600,751

 

(101,920

)

(49,490

)

(d)

 

 

 

 

 

 

(26,188

)(e)

 

 

 

 

 

 

(11,499

)(b)

 

 

 

 

 

 

(438

)(c)

 

 

 

 

 

 

113,419

(d)

524,635

 

Accumulated other comprehensive income (loss)

 

2,280

 

(3,353

)

 

3,353

(d)

2,280

 

Total stockholders’ equity attributable to controlling interest

 

2,291,595

 

749,272

 

1,199,917

 

(775,898

)

3,464,886

 

Noncontrolling interest

 

 

64

 

 

 

64

 

Total stockholders’ equity

 

2,291,595

 

749,336

 

1,199,917

 

(775,898

)

3,464,950

 

Total liabilities and stockholders’ equity

 

$

4,899,978

 

$

1,495,009

 

$

3,752,441

 

$

302,355

 

$

10,449,783

 

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

4



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(Amounts in thousands, except per share data)

 

Note 1.                    Basis of Presentation

 

The unaudited pro forma condensed combined financial information is based on the historical financial information of Arch Coal and ICG included and incorporated by reference into this prospectus supplement and has been prepared to reflect the merger of Merger Sub with and into ICG and the related financing transactions. The pro forma data in the unaudited pro forma condensed combined balance sheet as of March 31, 2011 assume that the merger of Merger Sub with and into ICG was completed on that date. The data in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2010 and the three months ended March 31, 2011 assume the merger was completed at the beginning of each period.

 

Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are directly attributable to the merger and related financing transactions and are factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based on items directly attributable to the merger, factually supportable and expected to have a continuing impact on Arch Coal. As a result, the unaudited pro forma condensed combined statements of operations exclude acquisition costs and other costs that will not have a continuing impact on Arch Coal, although these items are reflected in the unaudited pro forma condensed combined balance sheet.

 

At this time, Arch Coal has not completed the valuation to determine the fair values of ICG’s assets and liabilities and accordingly, the unaudited pro forma condensed combined financial information was developed using a preliminary allocation of the estimated purchase price based on assumptions and estimates which are subject to changes that may be material.

 

Upon completion of a detailed valuation analysis, there may be additional increases or decreases to the recorded book values of ICG’s assets and liabilities, including, but not limited to, mineral reserves, property and equipment, coal supply agreements, asset retirement obligations, commitments and contingencies and other intangible assets that will give rise to future amounts of depletion, depreciation and amortization expenses or credits that are not reflected in this unaudited pro forma condensed combined financial information. Accordingly, once the final purchase price is determined and the purchase price allocation is completed actual results may differ materially from the information presented in this unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined statement of operations does not reflect the cost of any integration activities or benefits from the merger and synergies that may be derived from any integration activities, both of which may have a material impact on the results of operations in periods following the completion of the merger.

 

Certain amounts in ICG’s historical balance sheet and statements of income have been conformed to Arch Coal’s presentation.

 

Note 2.                    Purchase Price

 

Arch Coal acquired all of the outstanding shares of ICG for cash at a price of $14.60 for each outstanding share of ICG Common Stock. Arch Coal financed the cash portion of the purchase consideration by issuing additional debt and equity securities and by borrowing amounts under its amended and restated senior secured credit facility.

 

5



 

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION — (Continued)

 

The purchase price of the merger is as follows:

 

Number of ICG outstanding shares to be acquired

 

204,260,299

 

Cash purchase price

 

$

14.60

 

 

 

$

2,982,200

 

Settlement of share-based payment awards

 

74,470

 

Cash merger consideration

 

3,056,670

 

Change of control payment

 

$

5,806

 

Cash merger consideration

 

$

3,062,476

 

 

Reflects the payment of the cash purchase price of $3,056,670, including the settlement of employee stock options. The consideration for the merger also includes a liability incurred for a change in control payment to ICG’s Chief Executive Officer per the terms of his employment contract, which are included in the consideration for the merger.

 

Note 3.                    Pro Forma Adjustments

 


(a)               Represents the pro forma adjustments to reflect the financing for the merger, consisting of: (1) the proceeds from the issuance of notes of $2,000,000, less financing costs of $44,204; (2) the concurrent offering of 48 million shares of our common stock at an offering price of $27.00 per share, net of related costs of $46,593; and (3) $552,524 borrowed under our amended and restated senior secured credit facility to finance these transactions and pay estimated financing fees of $20,668. The pro forma adjustment for shares issued does not include 0.7 million shares of common stock Arch Coal issued on July 8, 2011 to cover underwriters’ over-allotments for net proceeds of $18.4 million.

 

(b)              Reflects allocation of purchase price to record amounts at their estimated fair value. Management has used certain estimates and assumptions in estimating fair value, however, a detailed analysis has not been performed on the individual assets and liabilities of ICG and actual results may differ materially from these estimates. The adjustment to property, plant and equipment was estimated using benchmark studies of similar acquisitions, and the adjustment to goodwill was estimated at the present value of forecasted synergies that may be realized in the merger. The fair value of long-term debt was estimated using market rates as of June 14, 2011. The adjustment to owned and leased mineral rights was estimated as the remaining amount of purchase price to be allocated after all other adjustments have been made. The detailed estimated preliminary purchase price allocation is as follows:

 

Book value of ICG’s net assets attributable to the controlling interest as of March 31, 2011

 

$

749,272

 

Adjustment to fair value property, plant and equipment, including mineral rights

 

3,579,182

 

Adjustment to write-off value of ICG’s deferred financing fees

 

(11,499

)

Adjustment to fair value of sales contracts

 

(54,517

)

Adjustment to fair value long-term debt

 

(270,129

)

Adjustment to accrued severance obligation

 

(5,806

)

Adjustment to deferred income taxes to reflect the tax impact of fair value adjustments

 

(1,354,833

)

Estimated fair value of net assets and liabilities to be acquired

 

2,631,670

 

Preliminary allocation to goodwill

 

425,000

 

Estimated purchase price

 

$

3,056,670

 

 

(c)               Reflects the pro forma adjustment associated with the repayment of the outstanding principal, accrued interest and repayment premiums for ICG’s 9.125% senior secured notes and convertible senior notes and the related loss of $438. The 9.15% senior secured notes were redeemed at their principal amount of

 

6



 

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION — (Continued)

 

$200,000 plus a “make-whole” premium of $51,600. We assume that the convertible senior notes are all converted into shares of common stock at an increased conversion rate. All but $10 outstanding principal amount of the 9.00% convertible Senior Notes due August 1, 2012 have been converted.

 

(d)              Reflects the elimination of ICG’s historical stockholders’ equity balances.

 

(e)               Reflects the payment and expensing of $26,188 of acquisition-related costs.

 

(f)                 Reflects the estimated impact on depreciation, depletion and amortization for the fair value adjustment for property, plant and equipment and owned and leased mineral rights using an estimated useful remaining life of five years for property, plant and equipment and an estimated depletion rate applied to the actual ICG production for the respective period. Arch Coal has not completed a detailed analysis of the fair values of ICG’s property, plant and equipment or mineral reserves and therefore, the actual fair values assigned may differ materially and the impact on depreciation, depletion and amortization expense may also be materially different than the estimates provided herein.

 

(g)              Reflects the estimated impact on amortization for the fair value adjustment of acquired sales contracts. Arch Coal is still reviewing the contracts acquired, and therefore, the actual fair values assigned may differ materially and the impact on amortization expense may also be materially different than the estimates provided herein.

 

(h)              Reflects the impact of the refinancing of debt and the merger on interest expense. The adjustment also includes the amortization of deferred financing fees associated with Arch Coal’s 7.000% Senior Notes due 2019 and 7.250% Senior Notes due 2021 and the amended and restated senior secured credit facility.

 

(i)                  Reflects the income tax effect of pro forma adjustments calculated at an estimated rate of 37.5%.

 

(j)                  Pro forma basic earnings per common share has been calculated based on the expected number of shares assumed to be outstanding, assuming such shares were outstanding for the full period presented.

 

7