Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Patriot Coal CORP | a8k-2013x06_mor.htm |
| EX-99.2 - EXHIBIT - Patriot Coal CORP | a2013-06_morxex992.htm |
EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
In re Patriot Coal Corporation
Case No. (Jointly Administered) | 12-51502 |
Reporting Period: | June 30, 2013 |
Federal Tax I.D. # | 20-5622045 |
CORPORATE MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
Legal Entities and Notes to MOR | x | ||
Schedule of Cash Receipts and Disbursements | MOR-1 | x | |
Bank Account Information | MOR-1a | x | |
Copies of bank statements | x | ||
Cash disbursements journals | x | ||
Statements of Operations (Income Statement) | MOR-2 | x | |
Balance Sheets | MOR-3 | x | |
Status of Post-Petition Taxes | MOR-4 | x | |
Copies of IRS Form 6123 or payment receipt | x | ||
Copies of tax returns filed during reporting period | x | ||
Summary of Unpaid Post-Petition Debts | MOR-4 | x | |
Listing of Aged Accounts Payable | x | ||
Accounts Receivable Reconciliation and Aging | MOR-5 | x | |
Taxes Reconciliation and Aging | MOR-5 | x | |
Schedule of Payments to Professionals | MOR-6 | x | |
Post Petition Secured Notes Adequate Protection Payments | MOR-6 | x | |
Debtor Questionnaire | MOR-7 | x | |
Supplement A - Intercompany Schedules | Supplement A | x | |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ JOHN E. LUSHEFSKI | August 9, 2013 | |||
Signature of Authorized Individual* | Date | |||
John E. Lushefski | ||||
Printed Name of Authorized Individual | ||||
Senior Vice President and Chief Financial Officer | ||||
Title | ||||
* | Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company. |
In re Patriot Coal Corporation | Form No. | Legal Entities and Notes to MOR |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Listing of Debtor Entities and Notes to the Monthly Operating Report
GENERAL:
The report includes activity from the following Debtors and related Case Numbers:
Debtor | Case Number |
Patriot Coal Corporation | 12-51502 |
Affinity Mining Company | 12-52020 |
Apogee Coal Company, LLC | 12-52026 |
Appalachia Mine Services, LLC | 12-52021 |
Beaver Dam Coal Company, LLC | 12-52022 |
Big Eagle, LLC | 12-52028 |
Big Eagle Rail, LLC | 12-52027 |
Black Stallion Coal Company, LLC | 12-52030 |
Black Walnut Coal Company | 12-52029 |
Bluegrass Mine Services, LLC | 12-52031 |
Brook Trout Coal, LLC | 12-52034 |
Catenary Coal Company, LLC | 12-52036 |
Central States Coal Reserves of Kentucky, LLC | 12-52038 |
Charles Coal Company, LLC | 12-52037 |
Cleaton Coal Company | 12-52039 |
Coal Clean LLC | 12-52040 |
Coal Properties, LLC | 12-52041 |
Coal Reserve Holding Limited Liability Company No.2 | 12-52042 |
Colony Bay Coal Company | 12-52043 |
Cook Mountain Coal Company, LLC | 12-52044 |
Corydon Resources LLC | 12-52045 |
Coventry Mining Services, LLC | 12-52046 |
Coyote Coal Company LLC | 12-52047 |
Cub Branch Coal Company LLC | 12-52048 |
Dakota LLC | 12-52050 |
Day LLC | 12-52049 |
Dixon Mining Company, LLC | 12-52051 |
Dodge Hill Holding JV, LLC | 12-52053 |
Dodge Hill Mining Company, LLC | 12-52055 |
Dodge Hill of Kentucky, LLC | 12-52054 |
EACC Camps, Inc. | 12-52056 |
Eastern Associated Coal, LLC | 12-52057 |
Eastern Coal Company, LLC | 12-52059 |
Eastern Royalty, LLC | 12-52060 |
Emerald Processing, L.L.C. | 12-52061 |
Gateway Eagle Coal Company, LLC | 12-52062 |
1
In re Patriot Coal Corporation | Form No. | Legal Entities and Notes to MOR |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Listing of Debtor Entities and Notes to the Monthly Operating Report
Grand Eagle Mining, LLC | 12-52064 |
Heritage Coal Company LLC | 12-52063 |
Highland Mining Company, LLC | 12-52065 |
Hillside Mining Company | 12-52066 |
Hobet Mining, LLC | 12-52068 |
Indian Hill Company LLC | 12-52069 |
Infinity Coal Sales, LLC | 12-52070 |
Interior Holdings, LLC | 12-52072 |
IO Coal LLC | 12-52073 |
Jarrell's Branch Coal Company | 12-52075 |
Jupiter Holdings LLC | 12-52076 |
Kanawha Eagle Coal, LLC | 12-52077 |
Kanawha River Ventures I, LLC | 12-52078 |
Kanawha River Ventures II, LLC | 12-52079 |
Kanawha River Ventures III, LLC | 12-52080 |
KE Ventures, LLC | 12-52081 |
Little Creek LLC | 12-52082 |
Logan Fork Coal Company | 12-52083 |
Magnum Coal Company LLC | 12-52084 |
Magnum Coal Sales LLC | 12-52085 |
Martinka Coal Company, LLC | 12-52086 |
Midland Trail Energy LLC | 12-52087 |
Midwest Coal Resources II, LLC | 12-52088 |
Mountain View Coal Company, LLC | 12-52089 |
New Trout Coal Holdings II, LLC | 12-52090 |
Newtown Energy, Inc. | 12-52091 |
North Page Coal Corp. | 12-52092 |
Ohio County Coal Company, LLC | 12-52094 |
Panther LLC | 12-52095 |
Patriot Beaver Dam Holdings, LLC | 12-52017 |
Patriot Coal Company, L.P. | 12-52096 |
Patriot Coal Sales LLC | 12-52097 |
Patriot Coal Services LLC | 12-52102 |
Patriot Leasing Company LLC | 12-52103 |
Patriot Midwest Holdings, LLC | 12-52104 |
Patriot Reserve Holdings, LLC | 12-52105 |
Patriot Trading LLC | 12-52106 |
PCX Enterprises, Inc. | 12-52019 |
Pine Ridge Coal Company, LLC | 12-52107 |
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In re Patriot Coal Corporation | Form No. | Legal Entities and Notes to MOR |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Listing of Debtor Entities and Notes to the Monthly Operating Report
Pond Creek Land Resources, LLC | 12-52108 |
Pond Fork Processing LLC | 12-52110 |
Remington Holdings LLC | 12-52117 |
Remington II LLC | 12-52118 |
Remington LLC | 12-52119 |
Rivers Edge Mining, Inc. | 12-52120 |
Robin Land Company, LLC | 12-52121 |
Sentry Mining, LLC | 12-52123 |
Snowberry Land Company | 12-52124 |
Speed Mining LLC | 12-52125 |
Sterling Smokeless Coal Company, LLC | 12-52127 |
TC Sales Company, LLC | 12-52128 |
The Presidents Energy Company LLC | 12-52130 |
Thunderhill Coal LLC | 12-52131 |
Trout Coal Holdings, LLC | 12-52132 |
Union County Coal Co., LLC | 12-52133 |
Viper LLC | 12-52134 |
Weatherby Processing LLC | 12-52135 |
Wildcat Energy LLC | 12-52136 |
Wildcat, LLC | 12-52137 |
Will Scarlet Properties LLC | 12-52138 |
Winchester LLC | 12-52139 |
Winifrede Dock Limited Liability Company | 12-52140 |
Yankeetown Dock, LLC | 12-52141 |
Notes to the MOR:
On July 9, 2012 (the “Petition Date”), Patriot Coal Corporation (“Patriot”), as a stand-alone entity, and substantially all of its wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of New York. On December 19, 2012, the U.S. Bankruptcy Court for the Southern District of New York entered an order transferring the Chapter 11 Cases to the U.S. Bankruptcy Court for the Eastern District of Missouri (the U.S. Bankruptcy Court for the Eastern District of Missouri and/or the U.S. Bankruptcy Court for the Southern District of New York, as applicable, the "Bankruptcy Court"). The Chapter 11 Cases are being jointly administered in the Bankruptcy Court under the caption “In re: Patriot Coal Corporation, et al. (Case No. 12-51502).” Patriot's joint ventures and certain of Patriot's other subsidiaries (collectively, the “Non-Debtors”) were not included in the filing.
This Monthly Operating Report (“MOR”) has been prepared on a consolidated basis for the Debtors. The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements for Chapter 11 debtors as required by the Bankruptcy Court and is in a format intended to meet the requirements of the United States Trustee for the Eastern District of Missouri (the “U.S. Trustee”). As discussed below, this MOR is not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and does not include all of the information and footnotes required by GAAP. Therefore, there can be no assurance that the condensed consolidated financial information presented herein is complete, and readers are strongly cautioned not to place undue reliance on the MOR.
3
In re Patriot Coal Corporation | Form No. | Legal Entities and Notes to MOR |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Listing of Debtor Entities and Notes to the Monthly Operating Report
The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments but not all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material.
The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations, financial position and cash flows of the Debtors in the future.
For the reasons discussed above, the Debtors caution readers not to place undue reliance upon information contained in this MOR. For further information, refer to the consolidated financial statements and footnotes included in Patriot’s Annual Report on Form 10-K for the year ended December 31, 2012 and the Form 10-Q for the quarter ended June 30, 2013, as filed with the Securities and Exchange Commission.
No assurance can be given as to the value, if any, that may be ascribed to the Debtors’ various pre-petition liabilities and other securities. Accordingly, the Debtors urge that caution be exercised with respect to existing and future investments in any of these securities or claims against the Debtors.
Additional information about the Chapter 11 Cases, court filings and claims information is available on the internet at www.patriotcaseinfo.com.
Notes to MOR-3:
As of June 30, 2013, we have received the full proceeds from our $375 million term loan under our Debtor-in-Possession financing. Our $375 million Debtor-in-Possession financing is included in current portion of debt as the initial maturity date is October 4, 2013. The initial maturity date can be extended until December 31, 2013 subject to certain specified conditions.
As of June 30, 2013, we have $194 million in cash and cash equivalents and $50 million in a cash collateral account, which is included in "Cash collateralization deposits," on our consolidated balance sheet.
Notes to MOR-4 and MOR-5:
For status of post-petition tax payments, see disclosures as noted on MOR-4. Due to the level of detailed records, (i) copies of IRS Form 6123 or payment receipts; (ii) copies of tax returns filed during the reporting period; and (iii) a taxes aging schedule will be made available upon request.
Additionally, the Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available upon request: (i) summary of unpaid post-petition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging.
Notes to MOR-6:
The post-petition secured notes adequate protection payments schedule is not applicable as there were no such payments in June 2013.
Notes to Supplement A:
These schedules reflect the summary of intercompany balances at each individual Debtor. The listing of these amounts is not and shall not be construed as an admission of the characterization of such balances, as debt, equity or otherwise, and is not necessarily indicative of the ultimate recovery, if any, on any intercompany asset or the ultimate settlement of any intercompany liability. The Debtors reserve all rights to recharacterize, reprioritize, reclassify, recategorize or redesignate intercompany balances reported herein. Further, some of the information for individual Debtors included herein does not reflect or account for certain intercompany agreements. There can be no assurances that the individual Debtor level information
4
In re Patriot Coal Corporation | Form No. | Legal Entities and Notes to MOR |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Listing of Debtor Entities and Notes to the Monthly Operating Report
presented herein is complete or accurate, and readers are strongly cautioned not to place undue reliance on this information. This information should not be relied upon or used to estimate amounts or claims that may be recoverable from any individual Debtor in connection with a plan of reorganization or otherwise.
5
In re Patriot Coal Corporation | Form No. | MOR-1 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Schedule of Cash Receipts and Disbursements
(Amounts in thousands)
Debtor | Case Number | Cash Receipts | Cash Disbursements | ||||
Patriot Coal Corporation | 12-51502 | $ | 142,293 | $ | 47,313 | ||
Affinity Mining Company | 12-52020 | — | — | ||||
Apogee Coal Company, LLC | 12-52026 | — | 8,133 | ||||
Appalachia Mine Services, LLC | 12-52021 | — | 1,179 | ||||
Beaver Dam Coal Company, LLC | 12-52022 | — | — | ||||
Big Eagle, LLC | 12-52028 | — | 65 | ||||
Big Eagle Rail, LLC | 12-52027 | — | — | ||||
Black Stallion Coal Company, LLC | 12-52030 | — | 2,467 | ||||
Black Walnut Coal Company | 12-52029 | — | — | ||||
Bluegrass Mine Services, LLC | 12-52031 | — | — | ||||
Brook Trout Coal, LLC | 12-52034 | — | — | ||||
Catenary Coal Company, LLC | 12-52036 | — | 5,291 | ||||
Central States Coal Reserves of Kentucky, LLC | 12-52038 | — | 267 | ||||
Charles Coal Company, LLC | 12-52037 | — | — | ||||
Cleaton Coal Company | 12-52039 | — | 1 | ||||
Coal Clean LLC | 12-52040 | — | 314 | ||||
Coal Properties, LLC | 12-52041 | — | — | ||||
Coal Reserve Holding Limited Liability Company No.2 | 12-52042 | — | — | ||||
Colony Bay Coal Company | 12-52043 | — | 302 | ||||
Cook Mountain Coal Company, LLC | 12-52044 | — | — | ||||
Corydon Resources LLC | 12-52045 | — | 373 | ||||
Coventry Mining Services, LLC | 12-52046 | — | — | ||||
Coyote Coal Company LLC | 12-52047 | — | 1,136 | ||||
Cub Branch Coal Company LLC | 12-52048 | — | — | ||||
Dakota LLC | 12-52050 | — | 9 | ||||
Day LLC | 12-52049 | — | — | ||||
Dixon Mining Company, LLC | 12-52051 | — | — | ||||
Dodge Hill Holding JV, LLC | 12-52053 | — | — | ||||
Dodge Hill Mining Company, LLC | 12-52055 | — | 3,195 | ||||
Dodge Hill of Kentucky, LLC | 12-52054 | — | — | ||||
EACC Camps, Inc. | 12-52056 | — | — | ||||
Eastern Associated Coal, LLC | 12-52057 | — | 19,061 | ||||
Eastern Coal Company, LLC | 12-52059 | — | — | ||||
Eastern Royalty, LLC | 12-52060 | — | 180 | ||||
Emerald Processing, L.L.C. | 12-52061 | — | 192 | ||||
Gateway Eagle Coal Company, LLC | 12-52062 | — | 1,798 | ||||
Grand Eagle Mining, LLC | 12-52064 | — | 214 | ||||
Heritage Coal Company LLC | 12-52063 | — | 2,935 | ||||
Highland Mining Company, LLC | 12-52065 | — | 9,697 | ||||
6
In re Patriot Coal Corporation | Form No. | MOR-1 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Schedule of Cash Receipts and Disbursements
(Amounts in thousands)
Hillside Mining Company | 12-52066 | — | 3 | ||||
Hobet Mining, LLC | 12-52068 | — | 10,164 | ||||
Indian Hill Company LLC | 12-52069 | — | — | ||||
Infinity Coal Sales, LLC | 12-52070 | — | — | ||||
Interior Holdings, LLC | 12-52072 | — | — | ||||
IO Coal LLC | 12-52073 | — | 50 | ||||
Jarrell's Branch Coal Company | 12-52075 | — | 2 | ||||
Jupiter Holdings LLC | 12-52076 | — | 112 | ||||
Kanawha Eagle Coal, LLC | 12-52077 | — | 4,356 | ||||
Kanawha River Ventures I, LLC | 12-52078 | — | — | ||||
Kanawha River Ventures II, LLC | 12-52079 | — | — | ||||
Kanawha River Ventures III, LLC | 12-52080 | — | — | ||||
KE Ventures, LLC | 12-52081 | — | — | ||||
Little Creek LLC | 12-52082 | — | 83 | ||||
Logan Fork Coal Company | 12-52083 | — | — | ||||
Magnum Coal Company LLC | 12-52084 | — | 1,671 | ||||
Magnum Coal Sales LLC | 12-52085 | — | — | ||||
Martinka Coal Company, LLC | 12-52086 | — | 86 | ||||
Midland Trail Energy LLC | 12-52087 | — | 2,978 | ||||
Midwest Coal Resources II, LLC | 12-52088 | — | — | ||||
Mountain View Coal Company, LLC | 12-52089 | — | 92 | ||||
New Trout Coal Holdings II, LLC | 12-52090 | — | — | ||||
Newtown Energy, Inc. | 12-52091 | — | 1,111 | ||||
North Page Coal Corp. | 12-52092 | — | — | ||||
Ohio County Coal Company, LLC | 12-52094 | — | 21 | ||||
Panther LLC | 12-52095 | — | 9,587 | ||||
Patriot Beaver Dam Holdings, LLC | 12-52017 | — | — | ||||
Patriot Coal Company, L.P. | 12-52096 | — | 130 | ||||
Patriot Coal Sales LLC | 12-52097 | — | 3,803 | ||||
Patriot Coal Services LLC | 12-52102 | — | 2,380 | ||||
Patriot Leasing Company LLC | 12-52103 | — | 3,060 | ||||
Patriot Midwest Holdings, LLC | 12-52104 | — | — | ||||
Patriot Reserve Holdings, LLC | 12-52105 | — | — | ||||
Patriot Trading LLC | 12-52106 | — | — | ||||
PCX Enterprises, Inc. | 12-52019 | — | — | ||||
Pine Ridge Coal Company, LLC | 12-52107 | — | 441 | ||||
Pond Creek Land Resources, LLC | 12-52108 | — | — | ||||
Pond Fork Processing LLC | 12-52110 | — | — | ||||
Remington Holdings LLC | 12-52117 | — | — | ||||
7
In re Patriot Coal Corporation | Form No. | MOR-1 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Schedule of Cash Receipts and Disbursements
(Amounts in thousands)
Remington II LLC | 12-52118 | — | — | ||||
Remington LLC | 12-52119 | — | 2,750 | ||||
Rivers Edge Mining, Inc. | 12-52120 | — | 81 | ||||
Robin Land Company, LLC | 12-52121 | — | 1,827 | ||||
Sentry Mining, LLC | 12-52123 | — | — | ||||
Snowberry Land Company | 12-52124 | — | — | ||||
Speed Mining LLC | 12-52125 | — | 3,178 | ||||
Sterling Smokeless Coal Company, LLC | 12-52127 | — | — | ||||
TC Sales Company, LLC | 12-52128 | — | — | ||||
The Presidents Energy Company LLC | 12-52130 | — | — | ||||
Thunderhill Coal LLC | 12-52131 | — | — | ||||
Trout Coal Holdings, LLC | 12-52132 | — | — | ||||
Union County Coal Co., LLC | 12-52133 | — | — | ||||
Viper LLC | 12-52134 | — | — | ||||
Weatherby Processing LLC | 12-52135 | — | — | ||||
Wildcat Energy LLC | 12-52136 | — | 1,106 | ||||
Wildcat, LLC | 12-52137 | — | 7 | ||||
Will Scarlet Properties LLC | 12-52138 | — | — | ||||
Winchester LLC | 12-52139 | — | — | ||||
Winifrede Dock Limited Liability Company | 12-52140 | — | 14 | ||||
Yankeetown Dock, LLC | 12-52141 | — | — | ||||
Notes to MOR-1:
Cash receipts and disbursements are for the period June 1, 2013 through June 30, 2013.
Cash receipts are collected at the Patriot Coal Corporation entity, where the cash remains. Cash disbursements are also made from Patriot Coal Corporation; however, we allocated these disbursements based upon the entity for whom the payment was being made. Disbursements made for Non-Debtors are not included in the schedule.
8
In re Patriot Coal Corporation | Form No. | MOR-1a |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Bank Account Information
(Amounts in thousands)
Legal Entity | Case Number | Bank Name / Address | Account Number | Bank Balance | ||
Patriot Coal Corporation | 12-51502 | Bank of America, 901 Main Street, 7th Floor, Dallas, TX 75202 | 7867 | $ | 41,476 | |
Patriot Coal Corporation | 12-51502 | Bank of America, 901 Main Street, 7th Floor, Dallas, TX 75202 | 1665 | — | ||
Patriot Coal Corporation | 12-51502 | Bank of America, 901 Main Street, 7th Floor, Dallas, TX 75202 | 8796 | 125,022 | ||
Patriot Coal Corporation | 12-51502 | Bank of America, 901 Main Street, 7th Floor, Dallas, TX 75202 | 1872 | — | ||
Patriot Coal Corporation | 12-51502 | PNC Bank, 201 East Fifth Street, Cincinnati, OH 45202 | 0808 | 100 | ||
Patriot Coal Corporation | 12-51502 | PNC Bank, 201 East Fifth Street, Cincinnati, OH 45202 | 0744 | 2,000 | ||
Patriot Coal Corporation | 12-51502 | PNC Bank, 201 East Fifth Street, Cincinnati, OH 45202 | 0736 | 5,000 | ||
Patriot Coal Corporation | 12-51502 | The Private Bank and Trust, 1401 South Brentwood Blvd., Saint Louis, MO 63144 | 0847 | 20,000 | ||
Patriot Coal Corporation | 12-51502 | The Private Bank and Trust, 1401 South Brentwood Blvd., Saint Louis, MO 63144 | 9577 | 1 | ||
Patriot Coal Corporation | 12-51502 | Comerica Bank, 1717 Main Street, Dallas, TX 75201 | 0469 | closed | ||
Patriot Coal Corporation | 12-51502 | Sovereign/Santander, One Aldwyn Center, Villanova, PA 19085 | 0078 | closed | ||
Patriot Coal Corporation | 12-51502 | BB&T, 233 Wyndale Road, PO Box 1209, Abingdon, VA 24212 | 0285 | 1,008 | ||
Patriot Coal Corporation | 12-51502 | Old National Bank, PO Box 23, Henderson, KY 42419-0023 | 5798 | 18 | ||
Patriot Coal Corporation | 12-51502 | United National Bank (WV), 500 Virginia Street East, Charleston, WV 25301 | 9778 | 8 | ||
Patriot Coal Corporation | 12-51502 | Reich and Tang, 1411 Broadway, 28th Floor, New York, NY 10018 | 0688 | closed | ||
Apogee Coal Company, LLC | 12-52026 | Logan Bank and Trust Company | 3013 | 3 | ||
Appalachia Mine Services, LLC | 12-52021 | Premier Bank Boone Division, 300 State Street, Madison, WV 25130 | 9760 | 3 | ||
Catenary Coal Company, LLC | 12-52036 | City National Bank, 25 Gatewater Road, P.O. Box 7520, Charleston, WV 25356-0520 | 6124 | 7 | ||
Dodge Hill Mining Company, LLC | 12-52055 | Old National Bank, PO Box 718, Evansville, IN 47705 | 4618 | 4 | ||
Eastern Associated Coal, LLC | 12-52057 | Boone County Bank, PO Box 7, Madison, WV 25130 | 2203 | 3 | ||
Eastern Associated Coal, LLC | 12-52057 | Clear Mountain Bank, PO Box 205, Bruceton Mills, WV 26525 | 3650 | 5 | ||
Emerald Processing, L.L.C. | 12-52061 | TruPoint Bank, 1897 Lee Highway, Bristol, VA 24202 | 7076 | closed | ||
9
In re Patriot Coal Corporation | Form No. | MOR-1a |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Bank Account Information
(Amounts in thousands)
Emerald Processing, L.L.C. | 12-52061 | TruPoint Bank, 1897 Lee Highway, Bristol, VA 24202 | 4393 | closed | ||
Heritage Coal Company LLC | 12-52063 | Old National Bank, PO Box 718, Evansville, IN 47705 | 9523 | 2 | ||
Heritage Coal Company LLC | 12-52063 | Old National Bank, PO Box 966, Evansville, IN 47706 | 4012 | 55 | ||
Heritage Coal Company LLC | 12-52063 | US Bank, EP-MN-WS3C, 60 Livingston Ave, 3rd Floor, St Paul, MN 55107 | 6000 | — | ||
Highland Mining Company, LLC | 12-52065 | Old National Bank, PO Box 718, Evansville, IN 47705 | 3346 | 1 | ||
Hobet Mining, LLC | 12-52068 | United Bank, 500 Virginia Street East, Charleston, WV 25301 | 5973 | 5 | ||
Kanawha Eagle Coal, LLC | 12-52077 | Whitesville State Bank, P.O. Box 68, Whitesville, WV 25209 | 9116 | 4 | ||
Kanawha Eagle Coal, LLC | 12-52077 | BB&T , 233 Wyndale Road, PO Box 1209, Abingdon, VA 24212 | 0365 | 78 | ||
Magnum Coal Company LLC | 12-52084 | Huntington Bank, 919 5th Ave., Huntington, WV 25701 | 8169 | 25 | ||
Midland Trail Energy LLC | 12-52087 | City National Bank, 25 Gatewater Road, P.O. Box 7520, Charleston, WV 25356-0520 | 7457 | 2 | ||
Newtown Energy, Inc. | 12-52091 | TruPoint Bank, 1897 Lee Highway, Bristol, VA 24202 | 7068 | closed | ||
Newtown Energy, Inc. | 12-52091 | TruPoint Bank, 1897 Lee Highway, Bristol, VA 24202 | 4628 | closed | ||
Panther LLC | 12-52095 | City National Bank, 25 Gatewater Road, P.O. Box 7520, Charleston, WV 25356-0520 | 0773 | 1 | ||
Panther LLC | 12-52095 | City National Bank, 25 Gatewater Road, P.O. Box 7520, Charleston, WV 25356-0520 | 1670 | 3 | ||
Patriot Coal Company, L.P. | 12-52096 | Ohio Valley National Bank, PO Box 5, Henderson, KY 42420 | 9129 | 7 | ||
PCX Enterprises, Inc. | 12-52019 | Capital One Bank, 404 Fifth Ave., 4th Floor, New York, NY 10018 | 3612 | closed | ||
Pine Ridge Coal Company, LLC | 12-52107 | Whitesville State Bank, P.O. Box 68, Whitesville, WV 25209 | 6286 | closed | ||
Robin Land Company, LLC | 12-52121 | Huntington Bank, 919 5th Ave., Huntington, WV 25701 | 1897 | 2 | ||
Notes to MOR-1a:
All amounts listed above are the bank balances as of month end. Copies of bank statements and cash disbursement journals were not included with the MOR, but will be made available upon request.
10
In re Patriot Coal Corporation | Form No. | MOR-2 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Statements of Operations
For the Month Ended June 30, 2013
(Amount in thousands)
Debtor Entities | Non-Debtor Entities | Eliminations | Consolidated Patriot Coal Corporation | ||||||||||||
Revenues | |||||||||||||||
Sales | $ | 136,748 | $ | — | $ | — | $ | 136,748 | |||||||
Other revenues | 861 | — | — | 861 | |||||||||||
Total revenues | 137,609 | — | — | 137,609 | |||||||||||
Cost and expenses | |||||||||||||||
Operating costs and expenses | 137,875 | 1 | — | 137,876 | |||||||||||
Depreciation, depletion and amortization | 15,217 | — | — | 15,217 | |||||||||||
Asset retirement obligation expense | 5,877 | — | — | 5,877 | |||||||||||
Selling and administrative expenses | 3,132 | — | — | 3,132 | |||||||||||
Net loss on disposal or exchange of assets | 53 | — | — | 53 | |||||||||||
Loss (gain) from equity affiliates | (234 | ) | 4,400 | — | 4,166 | ||||||||||
Loss from non-debtor entities | 4,401 | — | (4,401 | ) | — | ||||||||||
Operating loss | (28,712 | ) | (4,401 | ) | 4,401 | (28,712 | ) | ||||||||
Interest expense and other | 4,464 | — | — | 4,464 | |||||||||||
Interest income | (2 | ) | — | — | (2 | ) | |||||||||
Loss before reorganization items and income taxes | (33,174 | ) | (4,401 | ) | 4,401 | (33,174 | ) | ||||||||
Reorganization items, net (1) | 6,964 | — | — | 6,964 | |||||||||||
Loss before income taxes | (40,138 | ) | (4,401 | ) | 4,401 | (40,138 | ) | ||||||||
Income tax benefit | — | — | — | — | |||||||||||
Net loss | $ | (40,138 | ) | $ | (4,401 | ) | $ | 4,401 | $ | (40,138 | ) | ||||
Notes to MOR-2:
(1) The Company’s reorganization items for the month ended June 30, 2013 consisted of the following:
Professional fees | $ | 3,474 | |
Accounts payable settlement losses | 442 | ||
Adjustment for rejected executory contracts and leases | 3,049 | ||
Interest income | (1 | ) | |
Reorganization items, net | $ | 6,964 | |
Professional fees are only those that are directly related to the reorganization and include fees associated with advisors to the Debtors, the statutory committee of unsecured creditors and certain secured creditors. Interest income represents interest earned on investment of proceeds from DIP financing.
11
In re Patriot Coal Corporation | Form No. | MOR-3 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Balance Sheets
June 30, 2013
(Amounts in thousands)
Debtor Entities | Non-Debtor Entities | Eliminations | Consolidated Patriot Coal Corporation | ||||||||||||
ASSETS | |||||||||||||||
Current assets | |||||||||||||||
Cash and cash equivalents | $ | 193,701 | $ | 114 | $ | — | $ | 193,815 | |||||||
Accounts receivable and other, net of allowance | 119,637 | — | — | 119,637 | |||||||||||
Inventories | 84,933 | — | — | 84,933 | |||||||||||
Prepaid expenses and other current assets | 76,051 | 458 | — | 76,509 | |||||||||||
Total current assets | 474,322 | 572 | — | 474,894 | |||||||||||
Property, plant, equipment and mine development | |||||||||||||||
Land and coal interests | 2,896,105 | — | — | 2,896,105 | |||||||||||
Buildings and improvements | 592,018 | — | — | 592,018 | |||||||||||
Machinery and equipment | 780,558 | — | — | 780,558 | |||||||||||
Less accumulated depreciation, depletion and amortization | (1,207,031 | ) | — | — | (1,207,031 | ) | |||||||||
Property, plant, equipment and mine development, net | 3,061,650 | — | — | 3,061,650 | |||||||||||
Cash collateralization deposits | 64,990 | — | — | 64,990 | |||||||||||
Investments and other assets | 16,334 | 18,129 | — | 34,463 | |||||||||||
Investments in non-debtor entities | 9,965 | — | (9,965 | ) | — | ||||||||||
Intercompany receivable (payable) | 3,362 | (3,362 | ) | — | — | ||||||||||
Total assets | $ | 3,630,623 | $ | 15,339 | $ | (9,965 | ) | $ | 3,635,997 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||||
Current liabilities | |||||||||||||||
Accounts payable and accrued expenses | $ | 241,523 | $ | 2,311 | $ | — | $ | 243,834 | |||||||
Current portion of debt | 380,881 | — | — | 380,881 | |||||||||||
Total current liabilities | 622,404 | 2,311 | — | 624,715 | |||||||||||
Long-term debt, less current maturities | 8,695 | — | — | 8,695 | |||||||||||
Asset retirement obligation | 736,372 | — | — | 736,372 | |||||||||||
Workers' compensation obligations | 258,282 | — | — | 258,282 | |||||||||||
Coal Act postretirement benefit obligations | 83,012 | — | — | 83,012 | |||||||||||
Obligation to industry fund | 32,651 | — | — | 32,651 | |||||||||||
Other noncurrent liabilities | 69,632 | 3,063 | — | 72,695 | |||||||||||
Total liabilities not subject to compromise | 1,811,048 | 5,374 | — | 1,816,422 | |||||||||||
Liabilities subject to compromise (1) | 2,157,593 | — | — | 2,157,593 | |||||||||||
Total liabilities | 3,968,641 | 5,374 | — | 3,974,015 | |||||||||||
Stockholders' equity (deficit) | (338,018 | ) | 9,965 | (9,965 | ) | (338,018 | ) | ||||||||
Total liabilities and stockholders' equity (deficit) | $ | 3,630,623 | $ | 15,339 | $ | (9,965 | ) | $ | 3,635,997 | ||||||
12
In re Patriot Coal Corporation | Form No. | MOR-3 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Balance Sheets
June 30, 2013
(Amounts in thousands)
Notes to MOR-3:
(1) Liabilities subject to compromise represent unsecured obligations that will be accounted for under a plan of reorganization. Generally, actions to enforce or otherwise affect payment of pre-petition liabilities are stayed. Accounting Standards Codification 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 lesser 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 future 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 approved payment of certain pre-petition obligations, including employee wages, salaries and certain benefits and payments to certain shippers and critical vendors. The Debtors are required to pay vendors and other providers in the ordinary course for goods and services received after the filing of the Chapter 11 Petitions and other business related payments necessary to maintain the operations of the Debtors' businesses. Obligations associated with these matters are not classified as liabilities subject to compromise.
The Debtors continue to review executory contracts and unexpired leases to determine which contracts will be rejected, assumed or renegotiated. We expect additional liabilities subject to compromise will arise due to rejection of executory contracts, including leases, and from the determination of the Bankruptcy Court (or agreement by parties in interest) of allowed claims for contingencies and other disputed amounts. Due to the uncertain nature of many of the potential claims, we cannot project the magnitude of such claims with certainty. We also expect that the assumption of additional executory contracts and unexpired leases will convert certain of the liabilities subject to compromise to liabilities not subject to compromise.
On April 26, 2013, the Bankruptcy Court entered an order authorizing the Debtors to discontinue substantially all of their non-union retiree healthcare programs, eliminate retiree life insurance benefits for current non-union employees, and cap life insurance benefits for current non-union retirees, effective July 31, 2013. Pursuant to this order, the Debtors will contribute $250,000 in cash to a VEBA trust for the benefit of current non-union retirees, and, upon emergence from bankruptcy, contribute $3.75 million in equity of the reorganized company or cash to the VEBA. The VEBA trust will be designed and administered by a Retiree Committee consisting of appointed non-union retirees. In the second quarter of 2013, Patriot recognized a curtailment gain of $6.9 million related to the termination of these plans. Patriot also reduced its postretirement benefit obligation and the corresponding unrecognized loss in accumulated other comprehensive loss by $20.7 million in relation to the settlement of these plan obligations for current non-union employees. The settlement of the terminated benefits for retirees will not be recognized until the contribution is made in full to the VEBA. The remaining balances of both the terminated and surviving non-union retiree benefit obligations remain in “Liabilities subject to compromise” at June 30, 2013.
As part of the accounting for the plan terminations, the fair value of the benefit obligations was remeasured resulting in a reduction to the postretirement benefit obligation and the corresponding unrecognized loss of $53.8 million. The change in the discount rate is the primary factor contributing to the change in the actuarial loss (discount rate of 4.71% at June 30, 2013 compared to 4.33% at December 31, 2012).
As of July 22, 2013, the Debtors have received approximately 4,250 proofs of claim, a portion of which assert, in part or in whole, unliquidated amounts. In the aggregate, total liquidated proofs of claim of approximately $305.7 billion have been filed against the Debtors. During the second quarter of 2013, the UMWA levied claims for postretirement benefit obligations against each of the Debtors, significantly increasing the total liquidated proofs of claim. New and amended claims may be filed in the future, including claims amended to assign values to claims originally filed with no designated value. We are in the process of reconciling such claims to the amounts listed in the Debtors’ books and records. Differences between liability amounts estimated by the Debtors and claims filed by creditors are being investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claims.
13
In re Patriot Coal Corporation | Form No. | MOR-3 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Balance Sheets
June 30, 2013
(Amounts in thousands)
Through the claims resolution process, we have identified a substantial number of claims that we believe should be disallowed by the Bankruptcy Court because they are duplicative, have already been satisfied, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. As of July 22, 2013, we estimate that the claims resolution process will reduce the total liquidated proof of claims by approximately $301.2 billion, primarily due to redundant claims. As of July 22, 2013, approximately 1,700 claims totaling $181.8 million have been expunged or withdrawn and the Debtors have filed an additional $17.3 million in claims objections with the Bankruptcy Court. We continue to evaluate the filed claims and expect to continue to file claim objections with the Bankruptcy Court.
In addition, as a result of this process, we may identify additional liabilities that need to be recorded or reclassified to liabilities subject to compromise and will adjust amounts as necessary. Such adjustments may be material. The determination of how liabilities will ultimately be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. Accordingly, the ultimate amount or treatment of such liabilities is not determinable at this time.
Liabilities subject to compromise at June 30, 2013 consisted of the following:
Postretirement benefit obligations, excluding Coal Act | $ | 1,440,639 | |
Unsecured debt | 458,500 | ||
Interest payable | 4,838 | ||
Rejected executory contracts and leases | 163,908 | ||
Trade payables | 71,481 | ||
Other accruals | 18,227 | ||
$ | 2,157,593 | ||
Other accruals primarily include liabilities subject to compromise related to litigation reserves, employee claims and other operating accruals.
14
In re Patriot Coal Corporation | Form No. | MOR-4 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Status of Post-Petition Taxes
For the Month Ended June 30, 2013
(Amounts in thousands)
Beginning Tax Liability | Amount Withheld and/or Accrued | Amount (Paid) Received | Ending Tax Liability | ||||||||||
Payroll Taxes - Federal, State and Local | $ | 1,966 | $ | 11,036 | $ | (10,504 | ) | $ | 2,498 | ||||
Federal Taxes, excluding Payroll Taxes | |||||||||||||
Federal Production Tax | 1,269 | 1,402 | (1,118 | ) | 1,553 | ||||||||
Federal Income Tax | — | — | — | — | |||||||||
Total Federal Taxes, excluding Payroll Taxes | 1,269 | 1,402 | (1,118 | ) | 1,553 | ||||||||
State and Local Taxes, excluding Payroll Taxes | |||||||||||||
State Production Tax | 17,564 | 7,138 | (1,507 | ) | 23,195 | ||||||||
Real Estate Tax | 4,354 | 718 | — | 5,072 | |||||||||
Personal Property Tax | 5,588 | 827 | (61 | ) | 6,354 | ||||||||
Sales Tax | 1 | — | — | 1 | |||||||||
Use Tax | 224 | 109 | (236 | ) | 97 | ||||||||
Franchise Tax | (431 | ) | 15 | (40 | ) | (456 | ) | ||||||
Other Taxes | 67 | 26 | — | 93 | |||||||||
Total State and Local Taxes, excluding Payroll Taxes | 27,367 | 8,833 | (1,844 | ) | 34,356 | ||||||||
Total Taxes | $ | 30,602 | $ | 21,271 | $ | (13,466 | ) | $ | 38,407 | ||||
Notes to MOR-4
Tax payments may include certain pre-petition payments that were authorized through motions approved by the Bankruptcy Court.
15
In re Patriot Coal Corporation | Form No. | MOR-6 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Schedule of Payments to Professionals
For the Month Ended June 30, 2013
(Amounts in thousands)
Amount Paid | ||||||||||
Professional | Role | Month | Cumulative from July 9, 2012 | |||||||
AlixPartners/AP Services | Bankruptcy & Restructuring Advisors | $ | 425 | $ | 6,120 | |||||
Blackstone Advisory Partners L.P. | Investment Banker | — | 1,278 | |||||||
Bryan Cave LLP | Restructuring & Corporate Counsel | 83 | 239 | |||||||
Carmody MacDonald P.C. | UCC Counsel | 59 | 184 | |||||||
Cole, Schotz, Miesel, Forman & Leonard, P.A. | UCC Conflicts Counsel | 17 | 657 | |||||||
Curtis, Mallet-Prevost, Colt & Mosle LLP | Conflicts Counsel | 58 | 443 | |||||||
Davis Polk & Wardwell LLP | Special Counsel | 3,915 | 23,588 | |||||||
Desai Eggmann Mason, LLC | Official Salaried Retiree Committee Counsel | 8 | 8 | |||||||
EPIQ Bankruptcy Solutions, LLC | UCC Information Agent | 38 | 56 | |||||||
GCG, Inc. | Notice, Claim & Administrative Agent | 147 | 3,224 | |||||||
Houlihan Lokey Capital, Inc. | UCC Financial Advisor & Investment Banker | 141 | 1,240 | |||||||
Kramer Levin Naftalis & Frankel, LLP | UCC Counsel | 678 | 6,635 | |||||||
Mesirow Financial Consulting, LLC | UCC Financial Advisor | 149 | 1,512 | |||||||
Stahl Cowen Crowley Addis, LLC | Official Salaried Retiree Committee Counsel | — | 232 | |||||||
Weil, Gotshal & Manges LLP | DIP Lender Counsel | 110 | 1,898 | |||||||
Willkie Farr & Gallagher LLP | DIP Lender Counsel | 567 | 2,398 | |||||||
Notes to MOR-6:
Professional fees do not include payments to professionals or consultants that are paid in the ordinary course of business.
16
In re Patriot Coal Corporation | Form No. | MOR-7 |
Case No. (Jointly Administered) | 12-51502 | |
Reporting Period: | June 30, 2013 | |
Federal Tax I.D. # | 20-5622045 | |
Debtor Questionnaire
For the Month Ended June 30, 2013
Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary. | Yes | No | Explanation | ||
1 | Have any assets been sold or transferred outside the normal course of business this reporting period? | ü | |||
2 | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | ü | |||
3 | Is the Debtor delinquent in the timely filing of any post-petition tax returns? | ü | |||
4 | Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? | ü | |||
5 | Is the Debtor delinquent in paying any insurance premium payment? | ü | |||
6 | Have any payments been made on pre-petition liabilities this reporting period? | ü | Only per motions approved by the court | ||
7 | Are any post petition receivables (accounts, notes or loans) due from related parties? | ü | Normal course of business | ||
8 | Are any post petition payroll taxes past due? | ü | |||
9 | Are any post petition State or Federal income taxes past due? | ü | |||
10 | Are any post petition real estate taxes past due? | ü | |||
11 | Are any other post petition taxes past due? | ü | |||
12 | Have any pre-petition taxes been paid during this reporting period? | ü | Only per motions approved by the court | ||
13 | Are any amounts owed to post petition creditors delinquent? | ü | |||
14 | Are any wage payments past due? | ü | |||
15 | Have any post petition loans been received by the Debtor from any party? | ü | |||
16 | Is the Debtor delinquent in paying any U.S. Trustee fees? | ü | |||
17 | Is the Debtor delinquent with any court ordered payments to attorneys or other professionals? | ü | |||
18 | Have the owners or shareholders received any compensation outside of the normal course of business? | ü | |||
17