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8-K - 8-K - PEABODY ENERGY CORP | a8k-btujanuary2017mor.htm |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529
Federal Tax I.D.: 13-4004153
Reporting Period: January 2017
CORPORATE MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
Debtor Entities and Notes to MOR | x | ||
Schedule of Cash Receipts and Disbursements | MOR-1 | x | |
Bank Account Information | MOR-1a | x | |
Copies of bank reconciliations | |||
Copies of bank statements | |||
Statement of Operations | MOR-2 | x | |
Balance Sheet | MOR-3 | x | |
Statement of Cash Flows | MOR-3a | x | |
Status of Postpetition Taxes | MOR-4 | x | |
Copies of IRS Form 6123 or payment receipt | |||
Copies of tax returns filed during reporting period | |||
Status of Insurance Coverage and Premium Payments | MOR-4 | x | |
Summary of Unpaid Postpetition Debts | MOR-5 | x | |
Accounts Receivable Reconciliation and Aging | MOR-5 | x | |
Taxes Reconciliation and Aging | MOR-5 | x | |
Schedule of Payments to Professionals | MOR-6 | x | |
First and Second Lien Debt; Adequate Protection Payments | MOR-6 | x | |
Debtor Questionnaire | MOR-7 | x | |
Report of Other Significant Events | MOR-7 | x |
I declare under the 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/ Amy B. Schwetz | February 21, 2017 | |
Signature of Authorized Individual* | Date | |
Amy B. Schwetz | ||
Printed Name of Authorized Individual | ||
Executive 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.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Listing of Debtor Entities
GENERAL:
The report includes activity from the following Debtors and related Case Numbers:
Debtor | Case No. | Debtor | Case No. |
Peabody Energy Corporation | 16-42529 | Peabody Powder River Services, LLC | 16-42613 |
Peabody Investments Corp. | 16-42549 | Peabody Wyoming Services, LLC | 16-42653 |
Peabody International Services, Inc. | 16-42541 | Big Sky Coal Company | 16-42530 |
Peabody International Investments, Inc. | 16-42536 | Peabody Powder River Mining, LLC | 16-42666 |
Peabody Holding Company, LLC | 16-42592 | Peabody Caballo Mining, LLC | 16-42533 |
Peabody Operations Holding, LLC | 16-42678 | Peabody Colorado Operations, LLC | 16-42563 |
Gold Fields Mining, LLC | 16-42561 | Seneca Coal Company, LLC | 16-42652 |
Arid Operations, Inc. | 16-42562 | Twentymile Coal, LLC | 16-42669 |
Gold Fields Chile, LLC | 16-42548 | Colorado Yampa Coal Company, LLC. | 16-42560 |
Gold Fields Ortiz, LLC | 16-42578 | Moffat County Mining, LLC | 16-42636 |
Peabody Venezuela Coal Corp. | 16-42651 | Shoshone Coal Corporation | 16-42668 |
Midco Supply and Equipment Corporation | 16-42585 | Hayden Gulch Terminal, LLC | 16-42583 |
Peabody Terminal Holding Company, LLC | 16-42650 | Peabody Sage Creek Mining, LLC | 16-42625 |
Peabody Terminals, LLC | 16-42614 | Peabody Rocky Mountain Services, LLC | 16-42616 |
Peabody Midwest Operations, LLC | 16-42660 | Peabody Rocky Mountain Management Services, LLC | 16-42603 |
Dyson Creek Mining Company, LLC | 16-42621 | Peabody Colorado Services, LLC | 16-42531 |
Peabody Midwest Mining, LLC | 16-42667 | Peabody Twentymile Mining, LLC | 16-42627 |
Peabody Arclar Mining, LLC | 16-42545 | New Mexico Coal Resources, LLC | 16-42647 |
Falcon Coal Company, LLC | 16-42547 | Peabody Natural Resources Company | 16-42634 |
Sugar Camp Properties, LLC | 16-42649 | Gallo Finance Company, LLC. | 16-42586 |
United Minerals Company LLC | 16-42663 | Peabody America, LLC | 16-42609 |
Big Ridge, Inc. | 16-42553 | El Segundo Coal Company, LLC | 16-42691 |
Peabody Bear Run Mining, LLC | 16-42565 | Peabody New Mexico Services, LLC | 16-42646 |
Peabody Wild Boar Mining, LLC | 16-42672 | Peabody Western Coal Company | 16-42644 |
Peabody Bear Run Services, LLC | 16-42574 | Peabody Coalsales, LLC | 16-42539 |
Peabody Gateway Services, LLC | 16-42581 | COALSALES II, LLC | 16-42570 |
Peabody Illinois Services, LLC | 16-42610 | Peabody COALTRADE, LLC | 16-42575 |
Peabody Indiana Services, LLC | 16-42619 | Peabody COALTRADE International (CTI), LLC | 16-42590 |
Peabody Wild Boar Services, LLC | 16-42677 | Peabody Energy Solutions, Inc. | 16-42632 |
Peabody Midwest Management Services, LLC | 16-42593 | American Land Development, LLC | 16-42535 |
Peabody Midwest Services, LLC | 16-42608 | Dyson Creek Coal Company, LLC | 16-42612 |
Midwest Coal Acquistion Corporation | 16-42576 | Juniper Coal Company, LLC. | 16-42577 |
Peabody Coulterville Mining, LLC | 16-42550 | Independence Material Handling, LLC | 16-42606 |
Peabody Gateway North Mining, LLC | 16-42624 | Cottonwood Land Company | 16-42572 |
Riverview Terminal Company | 16-42664 | Cyprus Creek Land Company | 16-42534 |
Black Hills Mining Company LLC | 16-42544 | American Land Holdings of Illinois, LLC | 16-42600 |
Point Pleasant Dock Company LLC | 16-42655 | Midwest Coal Reserves of Illinois, LLC | 16-42597 |
Peabody Powder River Operations, LLC | 16-42676 | Illinois Land Holdings, LLC | 16-42599 |
West Roundup Resources, LLC | 16-42671 | Century Mineral Resources, Inc. | 16-42567 |
BTU Western Resources, Inc. | 16-42554 | American Land Holdings of Indiana, LLC | 16-42546 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Debtor | Case No. | Debtor | Case No. |
Midwest Coal Reserves of Indiana, LLC | 16-42611 | Sage Creek Land & Reserves, LLC | 16-42635 |
American Land Holdings of Kentucky, LLC | 16-42589 | Twentymile Holdings, LLC | 16-42654 |
Caseyville Dock Company, LLC | 16-42537 | American Land Holdings Of New Mexico, LLC | 16-42579 |
Peabody Recreational Lands, L.L.C. | 16-42605 | Four Star Holdings, LLC | 16-42556 |
Hillside Recreational Lands, LLC | 16-42594 | Francisco Equipment Company, LLC | 16-42568 |
Peabody-Waterside Development LLC | 16-42662 | Francisco Land Holdings Company, LLC | 16-42580 |
Cyprus Creek Land Resources LLC | 16-42602 | Francisco Mining, LLC | 16-42591 |
Peabody Development Company, LLC | 16-42558 | Kentucky Syngas, LLC | 16-42618 |
Central States Coal Reserves Of Illinois, LLC | 16-42688 | Lively Grove Energy, LLC | 16-42595 |
Central States Coal Reserves of Indiana, LLC | 16-42551 | Marigold Electricity, LLC | 16-42628 |
Peabody Natural Gas, LLC | 16-42626 | NM Equipment Company, LLC | 16-42582 |
American Land Holdings of West Virginia, LLC | 16-42571 | Peabody Archveyor, LLC | 16-42623 |
Conservancy Resources, LLC | 16-42564 | Peabody Energy Investments, Inc. | 16-42642 |
School Creek Coal Resources, LLC | 16-42643 | Peabody Magnolia Grove Holdings, LLC | 16-42587 |
American Land Holdings of Colorado, LLC | 16-42540 | Peabody Southwest, LLC | 16-42631 |
Sage Creek Holdings, LLC | 16-42670 | Peabody Southwestern Coal Company, LLC. | 16-42641 |
Peabody Electricity, LLC | 16-42532 | Peabody Williams Fork Mining, LLC | 16-42630 |
Star Lake Energy Company, L.L.C. | 16-42639 | Porcupine Production, LLC | 16-42648 |
Peabody Energy Generation Holding Company | 16-42656 | Porcupine Transportation, LLC | 16-42665 |
Thoroughbred Generating Company, L.L.C. | 16-42679 | Seneca Property, LLC | 16-42659 |
Thoroughbred Mining Company LLC | 16-42680 | Southwest Coal Holdings, LLC | 16-42674 |
Mustang Energy Company. LLC | 16-42657 | Twentymile Equipment Company, LLC | 16-42675 |
Peabody Wyoming Gas, LLC | 16-42640 | Wild Boar Equipment Company, LLC | 16-42658 |
Peabody Venture Fund, LLC | 16-42637 | Wild Boar Land Holdings Company, LLC | 16-42661 |
Peabody PowerTree Investments LLC | 16-42596 | James River Coal Terminal, LLC | 16-42569 |
Highwall Mining Services Company | 16-42588 | Peabody Employment Services, LLC | 16-42538 |
HMC Mining, LLC | 16-42566 | Kentucky United Coal LLC | 16-42573 |
PEC Equipment Company, LLC | 16-42673 | Coal Reserve Holding Limited Liability Company No. 1 | 16-42543 |
Peabody Services Holdings, LLC | 16-42645 | Peabody Asset Holdings, LLC | 16-42555 |
Caballo Grande, LLC | 16-42559 | Peabody IC Funding Corp. | 16-42615 |
Peabody Cardinal Gasification, LLC | 16-42542 | Peabody IC Holdings, LLC | 16-42601 |
Empire Land Holdings, LLC | 16-42692 | Peabody Holdings (Gibraltar) Ltd. | 16-42604 |
Peabody Trout Creek Reservoir LLC | 16-42622 | Midwest Coal Reserves of Kentucky, LLC | 16-42620 |
Pond River Land Company | 16-42629 | Peabody China, LLC | 16-42552 |
Pacific Export Resources, LLC | 16-42598 | Peabody Mongolia, LLC | 16-42617 |
Kayenta Mobile Home Park, Inc. | 16-42607 | PG INVESTMENTS SIX, L.L.C. | 16-42638 |
Peabody School Creek Mining, LLC | 16-42633 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 3
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
NOTES TO THE MONTHLY OPERATING REPORT
General Notes to the MOR:
1. | Introduction. |
On April 13, 2016 (the "Petition Date"), Peabody Energy Corporation ("Peabody") and certain of its subsidiaries and affiliates (collectively with Peabody, the "Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court"). The Debtors continue to operate their businesses and manage their properties as "debtors-in-possession" pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On April 29, 2016 the United States Trustee for the Eastern District of Missouri (the "U.S. Trustee") appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Information contained herein may differ from the Debtors' Bankruptcy Court filings on the Petition Date due to more accurate information becoming available.
2. | Accounting Principles. |
This Monthly Operating Report (the "MOR") includes information regarding the Debtors only and excludes or segregates information regarding non-Debtor affiliates. The financial statements and supplemental information contained herein are preliminary, unaudited, limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements for chapter 11 debtors as required by the Bankruptcy Court. As discussed below, the financial statements and supplemental information contained herein may not comply with generally accepted accounting principles in the United States of America ("GAAP") in all material respects. Therefore, there can be no assurance that the financial statements and supplemental information presented herein are complete, and readers are strongly cautioned not to place undue reliance on this MOR.
The unaudited condensed consolidated 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 does not include all the adjustments that would typically be made for financial statements in accordance with U.S. GAAP. Furthermore, the information contained herein has not been subject to the same level of accounting review and testing that would typically be applied to financial information in accordance with GAAP. Accordingly, upon application of such procedures, the Debtors believe that the financial information in this report could be subject to changes, and these changes could be material.
3. | General Methodology. |
The Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors' books and records may not be included in this MOR. Nevertheless, in preparing this MOR, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein, to the extent necessary.
4. | Past Performance. |
The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.
5. | Accounts Payable and Accrued Expenses. |
To the best of the Debtors' knowledge, unaudited postpetition trade payables are current as well as all premiums for insurance policies (see MOR-4).
6. | Carrying Value of Assets. |
Unless otherwise indicated, the values for assets contained in this MOR are book values as of the end of the month for the reporting period. Amounts ultimately realized from the disposition of the Debtors' assets may vary materially from the stated book value of the Debtors' assets. Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors' books and records as of the end of the month and are not based upon any estimate of their current market value. The Debtors reserve their rights to amend or adjust the value of each asset set forth herein.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 4
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
NOTES TO THE MONTHLY OPERATING REPORT
7. | Intercompany Receivables/Payables. |
In accordance with the Final Order Pursuant to Sections 345, 363(c)(1), 364, 503(b)(1) and 553 of the Bankruptcy Code: (i) Approving the Continued Use of the Debtors' Cash Management System, Bank Accounts and Business Forms; (ii) Granting a Waiver of the Requirements of Section 345(b) and Certain of the U.S. Trustee's Operating Guidelines; (iii) Permitting Continued Intercompany Transactions; (iv) Preserving and Permitting the Exercise of Intercompany Setoff Rights; and (v) Authorizing Banks to Honor Certain Transfers and Charge Certain Fees and Other Amounts [ECF No. 515], entered by the Bankruptcy Court on May 17, 2016, the Debtors maintain intercompany receivables and payables with certain Debtor and non-Debtor subsidiaries.
8. | Prepetition Liabilities. |
As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 reorganization plan unless authorized by court order. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.
9. | Postpetition Liabilities. |
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court has authorized the Debtors to pay certain prepetition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors' business and assets. To the extent such claims have been categorized as "Postpetition Liabilities" herein, the Debtors reserve the right to dispute their obligations to make such payments and not pay such amounts if they believe the payment not to be in the best interest of the Debtors' estates. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business.
10. | Allocation of Prepetition and Postpetition Liabilities. |
The Debtors have sought to record liabilities between the prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Debtors may adjust liabilities between the prepetition and postpetition periods. The liability information, except as otherwise noted, is listed as of the close of business as of January 31, 2017. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.
11. | Reservation of Rights. |
Given the complexity of the Debtors' business, inadvertent errors or omissions or the overinclusion of contracts or leases may have occurred in the preparation of this MOR. Accordingly, the Debtors hereby reserve all rights to dispute the validity, status, enforceability or the executory nature of any claim amounts, representations or other statements in this MOR and reserve the right to amend or supplement this MOR, if necessary.
Nothing contained in this MOR shall constitute a waiver of the Debtors' rights or an admission with respect to the Chapter 11 Cases, including with respect to any issues regarding the Debtors' ownership interests, substantive consolidation, equitable subordination, defenses and/or causes of action arising under chapter 5 of the Bankruptcy Code and any other applicable non-bankruptcy law.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 5
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1
SCHEDULE OF CASH RECEIPTS & DISBURSEMENTS
Period Covered: January 1 through January 31, 2017
(Dollars in millions)
Case No. | Debtor | Cash Receipts | Cash Disbursements | ||||
16-42529 | Peabody Energy Corporation | $ | 252.8 | $ | 13.5 | ||
16-42549 | Peabody Investments Corp. | 7.4 | 39.6 | ||||
16-42541 | Peabody International Services, Inc. | — | 0.2 | ||||
16-42536 | Peabody International Investments, Inc. | — | — | ||||
16-42592 | Peabody Holding Company, LLC | — | 1.2 | ||||
16-42678 | Peabody Operations Holding, LLC | — | — | ||||
16-42561 | Gold Fields Mining, LLC | — | — | ||||
16-42562 | Arid Operations, Inc. | — | — | ||||
16-42548 | Gold Fields Chile, LLC | — | — | ||||
16-42578 | Gold Fields Ortiz, LLC | — | — | ||||
16-42651 | Peabody Venezuela Coal Corp. | — | — | ||||
16-42585 | Midco Supply and Equipment Corporation | — | — | ||||
16-42650 | Peabody Terminal Holding Company, LLC | — | — | ||||
16-42614 | Peabody Terminals, LLC | — | 0.5 | ||||
16-42660 | Peabody Midwest Operations, LLC | — | — | ||||
16-42621 | Dyson Creek Mining Company, LLC | — | — | ||||
16-42667 | Peabody Midwest Mining, LLC | — | 10.9 | ||||
16-42545 | Peabody Arclar Mining, LLC | — | 3.2 | ||||
16-42547 | Falcon Coal Company, LLC | — | — | ||||
16-42649 | Sugar Camp Properties, LLC | — | — | ||||
16-42663 | United Minerals Company LLC | — | 0.1 | ||||
16-42553 | Big Ridge, Inc. | — | — | ||||
16-42565 | Peabody Bear Run Mining, LLC | — | 17.7 | ||||
16-42672 | Peabody Wild Boar Mining, LLC | — | 3.7 | ||||
16-42574 | Peabody Bear Run Services, LLC | — | 3.4 | ||||
16-42581 | Peabody Gateway Services, LLC | — | 1.2 | ||||
16-42610 | Peabody Illinois Services, LLC | — | 1.3 | ||||
16-42619 | Peabody Indiana Services, LLC | — | 3.5 | ||||
16-42677 | Peabody Wild Boar Services, LLC | — | 1.4 | ||||
16-42593 | Peabody Midwest Management Services, LLC | — | 1.7 | ||||
16-42608 | Peabody Midwest Services, LLC | — | — | ||||
16-42576 | Midwest Coal Acquistion Corporation | — | — | ||||
16-42550 | Peabody Coulterville Mining, LLC | — | 0.1 | ||||
16-42624 | Peabody Gateway North Mining, LLC | — | 2.0 | ||||
16-42664 | Riverview Terminal Company | — | — | ||||
16-42544 | Black Hills Mining Company LLC | — | — | ||||
16-42655 | Point Pleasant Dock Company LLC | — | — | ||||
16-42676 | Peabody Powder River Operations, LLC | — | — | ||||
16-42671 | West Roundup Resources, LLC | — | — | ||||
16-42554 | BTU Western Resources, Inc. | — | 13.2 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 6
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case No. | Debtor | Cash Receipts | Cash Disbursements | ||||
16-42613 | Peabody Powder River Services, LLC | — | 11.2 | ||||
16-42653 | Peabody Wyoming Services, LLC | — | — | ||||
16-42530 | Big Sky Coal Company | — | — | ||||
16-42666 | Peabody Powder River Mining, LLC | — | 54.4 | ||||
16-42533 | Peabody Caballo Mining, LLC | — | 12.3 | ||||
16-42563 | Peabody Colorado Operations, LLC | — | — | ||||
16-42652 | Seneca Coal Company, LLC | — | — | ||||
16-42669 | Twentymile Coal, LLC | — | 1.1 | ||||
16-42560 | Colorado Yampa Coal Company, LLC. | — | — | ||||
16-42636 | Moffat County Mining, LLC | — | — | ||||
16-42668 | Shoshone Coal Corporation | — | — | ||||
16-42583 | Hayden Gulch Terminal, LLC | — | — | ||||
16-42625 | Peabody Sage Creek Mining, LLC | — | — | ||||
16-42616 | Peabody Rocky Mountain Services, LLC | — | 1.8 | ||||
16-42603 | Peabody Rocky Mountain Management Services, LLC | — | 0.6 | ||||
16-42531 | Peabody Colorado Services, LLC | — | — | ||||
16-42627 | Peabody Twentymile Mining, LLC | — | 8.0 | ||||
16-42647 | New Mexico Coal Resources, LLC | — | — | ||||
16-42634 | Peabody Natural Resources Company | — | 1.3 | ||||
16-42586 | Gallo Finance Company, LLC. | — | — | ||||
16-42609 | Peabody America, LLC | — | — | ||||
16-42691 | El Segundo Coal Company, LLC | — | 4.6 | ||||
16-42646 | Peabody New Mexico Services, LLC | — | 1.7 | ||||
16-42644 | Peabody Western Coal Company | — | 15.6 | ||||
16-42539 | Peabody Coalsales, LLC | — | 0.7 | ||||
16-42570 | COALSALES II, LLC | — | 0.2 | ||||
16-42575 | Peabody COALTRADE, LLC | — | 2.3 | ||||
16-42590 | Peabody COALTRADE International (CTI), LLC | — | — | ||||
16-42632 | Peabody Energy Solutions, Inc. | — | — | ||||
16-42535 | American Land Development, LLC | — | — | ||||
16-42612 | Dyson Creek Coal Company, LLC | — | — | ||||
16-42577 | Juniper Coal Company, LLC. | — | — | ||||
16-42606 | Independence Material Handling, LLC | — | 0.1 | ||||
16-42572 | Cottonwood Land Company | — | — | ||||
16-42534 | Cyprus Creek Land Company | — | — | ||||
16-42600 | American Land Holdings of Illinois, LLC | — | — | ||||
16-42597 | Midwest Coal Reserves of Illinois, LLC | — | — | ||||
16-42599 | Illinois Land Holdings, LLC | — | — | ||||
16-42567 | Century Mineral Resources, Inc. | — | — | ||||
16-42546 | American Land Holdings of Indiana, LLC | — | 0.8 | ||||
16-42611 | Midwest Coal Reserves of Indiana, LLC | — | 0.2 | ||||
16-42589 | American Land Holdings of Kentucky, LLC | — | — | ||||
16-42537 | Caseyville Dock Company, LLC | — | — | ||||
16-42605 | Peabody Recreational Lands, L.L.C. | — | — | ||||
16-42594 | Hillside Recreational Lands, LLC | — | — |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 7
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case No. | Debtor | Cash Receipts | Cash Disbursements | ||||
16-42662 | Peabody-Waterside Development LLC | — | — | ||||
16-42602 | Cyprus Creek Land Resources LLC | — | 1.7 | ||||
16-42558 | Peabody Development Company, LLC | — | — | ||||
16-42688 | Central States Coal Reserves Of Illinois, LLC | — | — | ||||
16-42551 | Central States Coal Reserves of Indiana, LLC | — | — | ||||
16-42626 | Peabody Natural Gas, LLC | — | 0.1 | ||||
16-42571 | American Land Holdings of West Virginia, LLC | — | — | ||||
16-42564 | Conservancy Resources, LLC | — | 0.1 | ||||
16-42643 | School Creek Coal Resources, LLC | — | 13.6 | ||||
16-42540 | American Land Holdings of Colorado, LLC | — | — | ||||
16-42670 | Sage Creek Holdings, LLC | — | — | ||||
16-42532 | Peabody Electricity, LLC | — | — | ||||
16-42639 | Star Lake Energy Company, L.L.C. | — | — | ||||
16-42656 | Peabody Energy Generation Holding Company | — | — | ||||
16-42679 | Thoroughbred Generating Company, L.L.C. | — | — | ||||
16-42680 | Thoroughbred Mining Company LLC | — | — | ||||
16-42657 | Mustang Energy Company. LLC | — | — | ||||
16-42640 | Peabody Wyoming Gas, LLC | — | — | ||||
16-42637 | Peabody Venture Fund, LLC | — | — | ||||
16-42596 | Peabody PowerTree Investments LLC | — | — | ||||
16-42588 | Highwall Mining Services Company | — | — | ||||
16-42566 | HMC Mining, LLC | — | — | ||||
16-42673 | PEC Equipment Company, LLC | — | 16.6 | ||||
16-42645 | Peabody Services Holdings, LLC | — | — | ||||
16-42559 | Caballo Grande, LLC | — | — | ||||
16-42542 | Peabody Cardinal Gasification, LLC | — | — | ||||
16-42692 | Empire Land Holdings, LLC | — | — | ||||
16-42622 | Peabody Trout Creek Reservoir LLC | — | — | ||||
16-42629 | Pond River Land Company | — | — | ||||
16-42598 | Pacific Export Resources, LLC | — | — | ||||
16-42607 | Kayenta Mobile Home Park, Inc. | — | — | ||||
16-42633 | Peabody School Creek Mining, LLC | — | — | ||||
16-42635 | Sage Creek Land & Reserves, LLC | — | — | ||||
16-42654 | Twentymile Holdings, LLC | — | — | ||||
16-42579 | American Land Holdings Of New Mexico, LLC | — | — | ||||
16-42556 | Four Star Holdings, LLC | — | — | ||||
16-42568 | Francisco Equipment Company, LLC | — | — | ||||
16-42580 | Francisco Land Holdings Company, LLC | — | — | ||||
16-42591 | Francisco Mining, LLC | — | — | ||||
16-42618 | Kentucky Syngas, LLC | — | — | ||||
16-42595 | Lively Grove Energy, LLC | — | — | ||||
16-42628 | Marigold Electricity, LLC | — | — | ||||
16-42582 | NM Equipment Company, LLC | — | — | ||||
16-42623 | Peabody Archveyor, LLC | — | — | ||||
16-42642 | Peabody Energy Investments, Inc. | — | — |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 8
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case No. | Debtor | Cash Receipts | Cash Disbursements | ||||
16-42587 | Peabody Magnolia Grove Holdings, LLC | — | — | ||||
16-42631 | Peabody Southwest, LLC | — | — | ||||
16-42641 | Peabody Southwestern Coal Company, LLC. | — | — | ||||
16-42630 | Peabody Williams Fork Mining, LLC | — | — | ||||
16-42648 | Porcupine Production, LLC | — | — | ||||
16-42665 | Porcupine Transportation, LLC | — | — | ||||
16-42659 | Seneca Property, LLC | — | — | ||||
16-42674 | Southwest Coal Holdings, LLC | — | — | ||||
16-42675 | Twentymile Equipment Company, LLC | — | — | ||||
16-42658 | Wild Boar Equipment Company, LLC | — | — | ||||
16-42661 | Wild Boar Land Holdings Company, LLC | — | — | ||||
16-42569 | James River Coal Terminal, LLC | — | — | ||||
16-42538 | Peabody Employment Services, LLC | — | — | ||||
16-42573 | Kentucky United Coal LLC | — | — | ||||
16-42543 | Coal Reserve Holding Limited Liability Company No. 1 | — | — | ||||
16-42555 | Peabody Asset Holdings, LLC | 1.1 | — | ||||
16-42615 | Peabody IC Funding Corp. | — | — | ||||
16-42601 | Peabody IC Holdings, LLC | — | — | ||||
16-42604 | Peabody Holdings (Gibraltar) Ltd. | — | — | ||||
16-42620 | Midwest Coal Reserves of Kentucky, LLC | — | — | ||||
16-42552 | Peabody China, LLC | — | — | ||||
16-42617 | Peabody Mongolia, LLC | — | — | ||||
16-42638 | PG INVESTMENTS SIX, L.L.C. | — | — | ||||
Total | $ | 261.3 | $ | 267.4 |
Notes to MOR-1:
The Debtors utilize a consolidated cash management system for cash receipts and cash disbursements. Cash receipts from the sale of coal are recorded by non-Debtor P&L Receivables Company, LLC. Cash receipts reflected above for Debtor Peabody Energy Corporation include distributions from P&L Receivables Company, LLC which are generated from the sale of receivables to a consortium of unaffiliated asset-backed commercial paper conduits and banks. Cash disbursements are also made utilizing the consolidated cash management system but are shown by Debtor based upon the entity for whom the payment was made.
Disbursements made by non-Debtor subsidiaries are not included in MOR-1.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 9
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1a
BANK ACCOUNT INFORMATION
As of January 31, 2017
(Dollars in millions)
Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance | ||
COALSALES II, LLC | 16-42570 | Bank of America | 7828 | $ | — | |
Gold Fields Mining, LLC | 16-42561 | Bank of America | 7750 | — | ||
Gold Fields Mining, LLC | 16-42561 | PNC Bank | 1447 | — | ||
Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 3000 | — | ||
Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — | ||
Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — | ||
Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 8000 | — | ||
Peabody Asset Holdings, LLC | 16-42555 | Bank of America | 3574 | 2.5 | ||
Peabody Coalsales, LLC | 16-42539 | Bank of America | 7831 | — | ||
Peabody COALTRADE International (CTI), LLC | 16-42590 | PNC Bank | 0195 | — | ||
Peabody COALTRADE, LLC | 16-42575 | Bank of America | 7844 | — | ||
Peabody Coulterville Mining, LLC | 16-42550 | Coulterville Banking Center | 3141 | — | ||
Peabody Development Company, LLC | 16-42558 | PNC Bank | 1295 | — | ||
Peabody Energy Corporation | 16-42529 | Bank of America | 7721 | 34.5 | ||
Peabody Energy Corporation | 16-42529 | BBVA Compass Bancshares | 6185 | 20.1 | ||
Peabody Energy Corporation | 16-42529 | Citibank | 5856 | — | ||
Peabody Energy Corporation | 16-42529 | Citibank | 5857 | — | ||
Peabody Energy Corporation | 16-42529 | Citibank | 7362 | — | ||
Peabody Energy Corporation | 16-42529 | Goldman Sachs | 1467 | — | ||
Peabody Energy Corporation | 16-42529 | HSBC US | 7995 | — | ||
Peabody Energy Corporation | 16-42529 | PNC Bank | 5539 | 57.6 | ||
Peabody Energy Corporation | 16-42529 | Regions Bank | 0061 | 24.1 | ||
Peabody Energy Corporation | 16-42529 | Regions Bank | 0188 | 140.0 | ||
Peabody Energy Corporation | 16-42529 | Standard Chartered Bank | 8001 | — | ||
Peabody Energy Corporation | 16-42529 | TD Bank | 4661 | — | ||
Peabody Energy Corporation | 16-42529 | Texas Capital Bank | 2186 | — | ||
Peabody Energy Corporation | 16-42529 | U.S. Bank | 0672 | 0.2 | ||
Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 3458 | — | ||
Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 2953 | — | ||
Peabody Holdings (Gibraltar) Ltd. | 16-42604 | Bank of America | 8465 | 2.5 | ||
Peabody International Services, Inc. | 16-42541 | Bank of America | 2615 | — | ||
Peabody Investments Corp. | 16-42549 | Bank of America | 0622 | — | ||
Peabody Investments Corp. | 16-42549 | Bank of America | 5431 | — | ||
Peabody Investments Corp. | 16-42549 | Bank of America | 7734 | — | ||
Peabody Investments Corp. | 16-42549 | Bank of America | 7747 | — | ||
Peabody Investments Corp. | 16-42549 | Commerce Bank | 4951 | 104.0 | ||
Peabody Investments Corp. | 16-42549 | PNC Bank | 1375 | — | ||
Peabody Investments Corp. | 16-42549 | Regions Bank | 0088 | — | ||
Peabody Investments Corp. | 16-42549 | U.S. Bank | 4740 | 1.1 | ||
Peabody Investments Corp. | 16-42549 | U.S. Bank | 7836 | 0.8 | ||
Peabody Midwest Mining, LLC | 16-42667 | Bank of America | 7815 | — |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 10
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance | ||
Peabody Natural Gas, LLC | 16-42626 | Bank of America | 4219 | — | ||
Peabody Natural Gas, LLC | 16-42626 | PNC Bank | 9694 | — | ||
Peabody Natural Resources Company | 16-42634 | PNC Bank | 1439 | — | ||
Peabody Powder River Mining, LLC | 16-42666 | Bank of America | 7873 | — | ||
Peabody Recreational Lands, L.L.C. | 16-42605 | U.S. Bank | 1279 | — | ||
Peabody Rocky Mountain Management Services, LLC | 16-42603 | UMB Bank | 0270 | — | ||
Peabody Rocky Mountain Services, LLC | 16-42616 | UMB Bank | 0262 | — | ||
Peabody Western Coal Company | 16-42644 | Bank of America | 7860 | — | ||
Peabody Western Coal Company | 16-42644 | Bank of America | 0635 | — | ||
Peabody Western Coal Company | 16-42644 | U.S. Bank | 2082 | 1.0 | ||
Peabody Western Coal Company | 16-42644 | Wells Fargo Bank | 3356 | — | ||
Twentymile Coal, LLC | 16-42669 | Wells Fargo Bank | 3692 | — | ||
Total | $ | 388.4 |
Notes to MOR-1a:
The Debtors affirm that reconciliations for all open and active bank accounts are prepared and maintained by the Debtors. Bank account statements and reconciliations are not attached to this monthly operating report, but will be made available upon request of the U.S. Trustee. In addition, the Debtors affirm that no bank accounts were opened or closed during the current reporting period with the exception of those denoted in the footnotes to the table above.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 11
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
For the Month Ended January 31, 2017 | |||||||||||||||
Debtors | Non-Debtors | Eliminations | Consolidated | ||||||||||||
Revenues | |||||||||||||||
Sales | $ | 253.0 | $ | 104.7 | $ | — | $ | 357.7 | |||||||
Other revenues | (0.6 | ) | 71.6 | (0.4 | ) | 70.6 | |||||||||
Total revenues | 252.4 | 176.3 | (0.4 | ) | 428.3 | ||||||||||
Costs and expenses | |||||||||||||||
Operating costs and expenses (exclusive of items shown separately below) | 201.4 | 106.2 | (0.4 | ) | 307.2 | ||||||||||
Depreciation, depletion and amortization | 20.8 | 14.3 | — | 35.1 | |||||||||||
Asset retirement obligations | 3.0 | 1.7 | — | 4.7 | |||||||||||
Selling and administrative expenses | 10.3 | 1.5 | — | 11.8 | |||||||||||
Other operating income: | |||||||||||||||
Net gain on disposal of assets | (0.1 | ) | — | — | (0.1 | ) | |||||||||
Income from equity affiliates and investment in subsidiaries (1) | (57.0 | ) | (5.7 | ) | 57.5 | (5.2 | ) | ||||||||
Operating profit | 74.0 | 58.3 | (57.5 | ) | 74.8 | ||||||||||
Interest expense | 11.1 | 1.6 | (1.7 | ) | 11.0 | ||||||||||
Interest income | (0.8 | ) | (1.9 | ) | 1.7 | (1.0 | ) | ||||||||
Reorganization items, net | 10.5 | — | — | 10.5 | |||||||||||
Income from continuing operations before income taxes | 53.2 | 58.6 | (57.5 | ) | 54.3 | ||||||||||
Income tax provision | 2.2 | 0.1 | — | 2.3 | |||||||||||
Income from continuing operations, net of income taxes | 51.0 | 58.5 | (57.5 | ) | 52.0 | ||||||||||
Loss from discontinued operations, net of income taxes | (0.9 | ) | (0.7 | ) | — | (1.6 | ) | ||||||||
Net income | 50.1 | 57.8 | (57.5 | ) | 50.4 | ||||||||||
Less: Net income attributable to noncontrolling interests | — | 0.3 | — | 0.3 | |||||||||||
Net income attributable to common stockholders | $ | 50.1 | $ | 57.5 | $ | (57.5 | ) | $ | 50.1 |
(1) Income from equity affiliates and investments in subsidiaries in the Debtors' results includes Non-Debtors' income of $57.5 million.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 12
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
Notes to MOR-2:
The Company's reorganization items for the month ended January 31, 2017 consisted of the following:
Debtors | Non-Debtors | Consolidated | |||||||||
Professional fees | $ | 10.7 | $ | — | $ | 10.7 | |||||
Accounts payable settlement (gains) losses | — | — | — | ||||||||
Adjustment for rejected executory contracts | — | — | — | ||||||||
Interest income | (0.2 | ) | — | (0.2 | ) | ||||||
Reorganization items, net | $ | 10.5 | $ | — | $ | 10.5 |
Professional fees are only those that are directly related to the reorganization and include, among other things, fees associated with advisors to the Debtors, the statutory committee of unsecured creditors and certain secured and unsecured creditors.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 13
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
As of January 31, 2017 | |||||||||||||||
Debtors | Non-Debtors | Eliminations | Consolidated | ||||||||||||
Assets | |||||||||||||||
Current assets | |||||||||||||||
Cash and cash equivalents | $ | 388.4 | $ | 577.4 | $ | — | $ | 965.8 | |||||||
Restricted cash | 13.8 | 28.8 | — | 42.6 | |||||||||||
Accounts receivable, net | — | 360.5 | (3.9 | ) | 356.6 | ||||||||||
Receivables from affiliates, net | 211.5 | — | (211.5 | ) | — | ||||||||||
Inventories | 99.9 | 129.0 | — | 228.9 | |||||||||||
Assets from coal trading activities, net | 0.5 | 1.2 | — | 1.7 | |||||||||||
Other current assets | 78.5 | 425.9 | (1.6 | ) | 502.8 | ||||||||||
Total current assets | 792.6 | 1,522.8 | (217.0 | ) | 2,098.4 | ||||||||||
Property, plant, equipment and mine development, net | 4,851.8 | 3,889.7 | — | 8,741.5 | |||||||||||
Investments and other assets | 4,358.7 | 606.7 | (4,042.1 | ) | 923.3 | ||||||||||
Notes receivable from affiliates, net | 1,043.7 | — | (1,043.7 | ) | — | ||||||||||
Total assets | $ | 11,046.8 | $ | 6,019.2 | $ | (5,302.8 | ) | $ | 11,763.2 | ||||||
Liabilities and Stockholders’ Equity | |||||||||||||||
Current liabilities | |||||||||||||||
Current portion of long-term debt | $ | 18.9 | $ | 0.5 | $ | — | $ | 19.4 | |||||||
Payables to affiliates, net | — | 211.5 | (211.5 | ) | — | ||||||||||
Income taxes payable | — | 3.3 | (1.6 | ) | 1.7 | ||||||||||
Liabilities from coal trading activities, net | 0.1 | 0.7 | — | 0.8 | |||||||||||
Accounts payable and accrued expenses | 530.7 | 381.1 | (3.9 | ) | 907.9 | ||||||||||
Total current liabilities | 549.7 | 597.1 | (217.0 | ) | 929.8 | ||||||||||
Deferred income taxes | 13.8 | 5.7 | — | 19.5 | |||||||||||
Notes payable to affiliates, net | — | 1,043.7 | (1,043.7 | ) | — | ||||||||||
Other noncurrent liabilities | 1,652.8 | 322.7 | — | 1,975.5 | |||||||||||
Total liabilities not subject to compromise | 2,216.3 | 1,969.2 | (1,260.7 | ) | 2,924.8 | ||||||||||
Liabilities subject to compromise | 8,435.4 | — | — | 8,435.4 | |||||||||||
Total liabilities | 10,651.7 | 1,969.2 | (1,260.7 | ) | 11,360.2 | ||||||||||
Peabody Energy Corporation stockholders’ equity | 395.1 | 4,042.1 | (4,042.1 | ) | 395.1 | ||||||||||
Noncontrolling interests | — | 7.9 | — | 7.9 | |||||||||||
Total stockholders’ equity | 395.1 | 4,050.0 | (4,042.1 | ) | 403.0 | ||||||||||
Total liabilities and stockholders’ equity | $ | 11,046.8 | $ | 6,019.2 | $ | (5,302.8 | ) | $ | 11,763.2 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 14
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
Notes to MOR-3:
See below for a breakdown of liabilities subject to compromise:
As of January 31, 2017 | |||
Debt | $ | 8,080.3 | |
Interest payable | 172.6 | ||
Environmental liabilities (1) | 61.9 | ||
Trade payables | 57.6 | ||
Postretirement benefit obligations (2) | 31.2 | ||
Other accrued liabilities | 31.8 | ||
Liabilities subject to compromise | $ | 8,435.4 |
(1) Balance includes liabilities for environmental claims and litigation arising from historical, non-coal producing operations.
(2) Balance includes liabilities for unfunded non-qualified pension plans, all the participants of which are former employees.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 15
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3a
UNUAUDITED STATEMENT OF CASH FLOWS
(Dollars in millions)
For the Month Ended January 31, 2017 | |||||||||||||||
Debtors | Non-Debtors | Eliminations | Consolidated | ||||||||||||
Cash Flows From Operating Activities | |||||||||||||||
Net income | $ | 50.1 | $ | 57.8 | $ | (57.5 | ) | $ | 50.4 | ||||||
Loss from discontinued operations, net of income taxes | 0.9 | 0.7 | — | 1.6 | |||||||||||
Income from continuing operations, net of income taxes | 51.0 | 58.5 | (57.5 | ) | 52.0 | ||||||||||
Adjustments to reconcile income from continuing operations, net of income taxes to net cash provided by operating activities: | |||||||||||||||
Depreciation, depletion and amortization | 20.8 | 14.3 | — | 35.1 | |||||||||||
Noncash interest expense | 0.2 | — | — | 0.2 | |||||||||||
Deferred income taxes | 0.2 | 0.3 | — | 0.5 | |||||||||||
Noncash share-based compensation | 0.6 | — | — | 0.6 | |||||||||||
Net gain on disposal of assets | (0.1 | ) | — | — | (0.1 | ) | |||||||||
Income from equity affiliates and investment in subsidiaries | (57.0 | ) | (5.7 | ) | 57.5 | (5.2 | ) | ||||||||
Reclassification from other comprehensive income for terminated hedge contracts | 9.1 | — | — | 9.1 | |||||||||||
Noncash reorganization items, net | 4.0 | 0.1 | — | 4.1 | |||||||||||
Changes in current assets and liabilities: | |||||||||||||||
Accounts receivable | (10.3 | ) | 125.1 | — | 114.8 | ||||||||||
Intercompany activity related to securitization program, net | 12.1 | (12.1 | ) | — | — | ||||||||||
Inventories | (3.5 | ) | (21.8 | ) | — | (25.3 | ) | ||||||||
Net assets from coal trading activities | 0.4 | (1.9 | ) | — | (1.5 | ) | |||||||||
Other current assets | (8.3 | ) | (3.1 | ) | — | (11.4 | ) | ||||||||
Accounts payable and accrued expenses | (12.1 | ) | (65.6 | ) | — | (77.7 | ) | ||||||||
Restricted cash | (2.2 | ) | 9.0 | — | 6.8 | ||||||||||
Asset retirement obligations | 1.4 | 1.5 | — | 2.9 | |||||||||||
Accrued postretirement benefit costs | 0.1 | — | — | 0.1 | |||||||||||
Accrued pension costs | 1.9 | — | — | 1.9 | |||||||||||
Other, net | (3.1 | ) | (0.3 | ) | — | (3.4 | ) | ||||||||
Net cash provided by continuing operations | 5.2 | 98.3 | — | 103.5 | |||||||||||
Net cash used in discontinued operations | (0.2 | ) | (1.3 | ) | — | (1.5 | ) | ||||||||
Net cash provided by operating activities | 5.0 | 97.0 | — | 102.0 | |||||||||||
Cash Flows From Investing Activities | |||||||||||||||
Additions to property, plant, equipment and mine development | (2.6 | ) | — | — | (2.6 | ) | |||||||||
Changes in accrued expenses related to capital expenditures | (0.8 | ) | (1.2 | ) | — | (2.0 | ) | ||||||||
Proceeds from disposal of assets, net of notes receivable | 0.1 | — | — | 0.1 | |||||||||||
Contributions to joint ventures | — | (40.8 | ) | — | (40.8 | ) | |||||||||
Distributions from joint ventures | — | 37.9 | — | 37.9 | |||||||||||
Advances to related parties | — | (0.1 | ) | — | (0.1 | ) | |||||||||
Repayments of loans from related parties | — | 0.8 | — | 0.8 | |||||||||||
Other, net | (0.5 | ) | (0.3 | ) | — | (0.8 | ) | ||||||||
Net cash used in investing activities | (3.8 | ) | (3.7 | ) | — | (7.5 | ) | ||||||||
Cash Flows From Financing Activities | |||||||||||||||
Repayments of long-term debt | (0.4 | ) | (0.4 | ) | — | (0.8 | ) | ||||||||
Distributions to noncontrolling interests | — | (0.1 | ) | — | (0.1 | ) | |||||||||
Other, net | (0.1 | ) | — | — | (0.1 | ) | |||||||||
Transactions with affiliates, net | (6.8 | ) | 6.8 | — | — | ||||||||||
Net cash (used in) provided by financing activities | (7.3 | ) | 6.3 | — | (1.0 | ) | |||||||||
Net change in cash and cash equivalents | (6.1 | ) | 99.6 | — | 93.5 | ||||||||||
Cash and cash equivalents at beginning of period | 394.5 | 477.8 | — | 872.3 | |||||||||||
Cash and cash equivalents at end of period | $ | 388.4 | $ | 577.4 | $ | — | $ | 965.8 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 16
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Notes to MOR-3a:
The beginning and ending cash balances do not include restricted cash.
In accordance with Peabody's securitization facility, most receivables generated from the Debtors' coal sales are sold to P&L Receivables Company, LLC, a non-Debtor entity. The cash collected relating to these receivables is paid to a lockbox held by P&L Receivables Company, LLC, and receipts in excess of amounts required to back outstanding letters of credit under the securitization facility are subsequently transferred to Peabody Energy Corporation in order to fund current operating expenses.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 17
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-4
STATUS OF POSTPETITION TAXES
To the best of the Debtors' knowledge, as of the date hereof, (i) all taxes incurred postpetition by the Debtors (the "Postpetition Taxes") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Postpetition Taxes. For the purpose of this attestation, "Postpetition Taxes" is meant to encompass severance taxes, coal excise taxes, sales and use taxes, employment and wage-related taxes, franchise taxes and fees, property taxes, foreign taxes, income taxes, and other taxes incurred postpetition by the Debtors.
Due to the level of detailed records copies of IRS form 6123 or payment receipts and copies of tax returns filed during the reporting period will be made available upon request.
STATUS OF INSURANCE COVERAGE AND PREMIUM PAYMENTS
To the best of the Debtors' knowledge, as of the date hereof, (i) all premiums for insurance programs maintained by the Debtors (the "Insurance Premiums") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Insurance Premiums.
MOR-5
SUMMARY OF UNPAID POSTPETITION DEBTS; ACCOUNTS RECEIVABLE RECONCILIATION AND AGING; TAXES RECONCILIATION AND AGING
Notes to MOR-5:
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 postpetition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging.
Due to the level of detailed records, a taxes aging schedule will be made available upon request.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 18
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-6
PAYMENTS TO RETAINED PROFESSIONALS
(Dollars in millions)
Professional | Role | Amount Paid During the Month Ended January 31, 2017 | Cumulative Paid from April 13, 2016 through January 31, 2017 | ||||
Debtors' Retained Professionals | |||||||
Jones Day | Legal counsel | $ | 2.0 | $ | 12.6 | ||
Armstrong Teasdale LLP | Legal counsel | — | 0.9 | ||||
FTI Consulting, Inc. | Financial advisor | 1.3 | 8.0 | ||||
Kurtzman Carson Consultants, LLC | Claims, balloting and noticing agent | 0.1 | 2.3 | ||||
Lazard Freres & Co., LLC | Investment banker | 0.3 | 1.9 | ||||
Quinn Emanuel Urquhart & Sullivan | Legal counsel | — | 3.8 | ||||
Ernst & Young LLP | Auditor and tax advisor | — | 0.7 | ||||
KPMG LLP | Tax advisor | — | 0.5 | ||||
Wilmer Cutler Pickering Hale & Dorr LLP | Legal counsel | 0.1 | 0.7 | ||||
Official Committee of Unsecured Creditors' Retained Professionals | |||||||
Morrison & Foerster LLP | Legal counsel | — | 4.4 | ||||
Curtis Mallet-Prevost, Colt & Mosle, LLP | Legal counsel | — | 2.6 | ||||
Spencer Fane LLP | Legal counsel | — | 0.1 | ||||
Berkeley Research Group, LLC | Financial advisor | — | 3.9 | ||||
Jefferies LLC | Investment banker | — | 0.9 | ||||
Blackacre LLC | Independent expert | 0.1 | 0.4 | ||||
Total Payments to Retained Professionals | $ | 3.9 | $ | 43.7 |
Notes to MOR-6:
Payments to ordinary course professionals and reimbursement of professionals engaged by the debtor-in-possession financing lenders and first lien lenders are not included in MOR-6.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 19
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-6
FIRST AND SECOND LIEN DEBT
As of January 31, 2017
(Dollars in millions)
Principal | Beginning Balance | Principal Advances, Net of Original Issue Discounts | Debt Issuance Costs | Repayments | Amortization of Debt Issuance Costs and Original Issue Discounts | Ending Balance | ||||||||||||||||||
Revolver (1) | $ | 1,558.1 | $ | — | $ | — | $ | — | $ | — | $ | 1,558.1 | ||||||||||||
Term Loan B Facility | 1,154.5 | — | — | — | — | 1,154.5 | ||||||||||||||||||
10% Senior Notes | 962.3 | — | — | — | — | 962.3 | ||||||||||||||||||
Terminated derivative contracts (2) | 257.3 | — | — | — | — | 257.3 | ||||||||||||||||||
Total | $ | 3,932.2 | $ | — | $ | — | $ | — | $ | — | $ | 3,932.2 |
(1) Principal advances under the Debtors' revolver include previously issued letters of credit drawn in support of other obligations.
(2) As a result of the Debtors' bankruptcy filings, counterparties to certain derivative contracts terminated the agreements shortly thereafter in accordance with contractual terms and the Debtors recorded liabilities equivalent to the termination value of each contract. Such liabilities are considered first lien debt.
ADEQUATE PROTECTION PAYMENTS
For the Month Ended January 31, 2017
(Dollars in millions)
Accrued Interest/Fees | Beginning Balance | Interest and Fees Incurred | Repayments | Ending Balance | ||||||||||||
Revolver | $ | 0.1 | $ | 4.4 | $ | (4.5 | ) | $ | — | |||||||
Term Loan B Facility | 0.1 | 4.3 | — | 4.4 | ||||||||||||
Terminated derivative contracts | — | 0.7 | (0.7 | ) | — | |||||||||||
Letters of credit and surety | 0.9 | 0.2 | (0.1 | ) | 1.0 | |||||||||||
Total | $ | 1.1 | $ | 9.6 | $ | (5.3 | ) | $ | 5.4 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 20
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
DEBTOR QUESTIONNAIRE
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? | X | The Debtors made payments in connection with an exit financing commitment letter and an accounts receivable securitization program commitment letter which were approved by the Bankruptcy Court. | |
2. | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | X | ||
3. | Is the Debtor delinquent in the timely filing of any postpetition tax returns? | X | ||
4. | Are workers compensation, general liability or other necessary insurance coverages expired or canceled, or has the Debtor received notice of expiration or cancellation of such policies? | X | ||
5. | Is the Debtor delinquent in paying any insurance premium payments? | X | See MOR-4 | |
6. | Have any payments been made on prepetition liabilities this reporting period? | X | The Debtors have made payments on prepetition liabilities as allowed by orders entered by the Bankruptcy Court. The Debtors also inadvertently remitted payments of $1,700,000 to holders of notes receivable. All such payments were subsequently returned to the Debtors. | |
7. | Are any postpetition receivables (accounts, notes or loans) due from related parties? | X | Intercompany receivables per Note 7 of the General Notes to the MOR | |
8. | Are any postpetition payroll taxes past due? | X | See MOR-4 | |
9. | Are any postpetition State or Federal income taxes past due? | X | See MOR-4 | |
10. | Are any postpetition real estate taxes past due? | X | See MOR-4 | |
11. | Are any other postpetition taxes past due? | X | See MOR-4 | |
12. | Have any prepetition taxes been paid during this reporting period? | X | The Debtors have made payments on prepetition taxes as allowed by orders entered by the Bankruptcy Court. | |
13. | Are any amounts owed to postpetition creditors delinquent? | X | ||
14. | Are any wage payments past due? | X | ||
15. | Have any post petition loans been received by the Debtor from any party? | X | DIP Term Loan per MOR-6 | |
16. | Is the Debtor delinquent in paying any U.S. Trustee fees? | X | ||
17. | Is the Debtor delinquent with Court ordered payments to attorneys or other professionals? | X | ||
18. | Have the owners or shareholders received any compensation outside of the normal course of business? | X |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 21
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
REPORT OF OTHER SIGNIFICANT EVENTS
In late December 2016, the Debtors filed (a) their Joint Plan of Reorganization (the Plan); (b) the Disclosure Statement related to the Plan (the Disclosure Statement); (c) their solicitation procedures motion related to the Plan and the Disclosure Statement (the Solicitation Procedures Motion) and (d) a motion (the PSA Motion) for approval of, among other things (i) the Private Placement Agreement, the Backstop Commitment Agreement and the Plan Support Agreement (all as defined in the PSA Motion) and (ii) certain procedures related to the Debtors' contemplated rights offering and the payment of related expenses.
On January 4, 2017, the United States Trustee filed a document noting amendments to the Official Committee of Unsecured Creditors appointed in these chapter 11 cases (the Creditors' Committee).
On January 6, 2017, the Creditors' Committee filed a joinder to the Debtors' previously-filed motion for summary judgment in the adversary proceeding captioned: Four Star Holdings, LLC v. Bowie Resource Holdings, LLC (Adversary Proceeding Case No. 16-04073) (the Four Star Adversary Proceeding). On January 12, 2017, the Court entered an order (a) vacating the trial date set in the Four Star Adversary Proceeding and (b) suspending parties' compliance with other deadlines set in the Four Star Adversary Proceeding. On February 7, 2017, the Bankruptcy Court entered an order granting the Debtors' motion for summary judgment in the Four Star Adversary Proceeding stating it would award the Debtors $20 million plus interest at 8.5% per year running from April 15, 2016, attorneys' fees and costs after a hearing on March 9, 2017, at which the Debtors will have an opportunity to prove their attorneys' fees and costs incurred in procuring the judgment.
On January 6, 2017, the Debtors filed a motion for an order extending the time during which the Debtors may remove actions to federal court (the 9027 Motion). On January 9 and January 10, 2017, the Bankruptcy Court entered orders dismissing, without prejudice, two previously-filed adversary proceedings that related to the PSA Motion.
On January 11, 2017, the Debtors filed a motion for an order authorizing the Debtors to (a) enter into an exit financing commitment letter and related agreements and (b) incur and pay certain related fees and/or premiums, indemnities, costs and expenses (the Exit Facility Motion). The Debtors also filed motions to (a) expedite the hearing for the Exit Facility Motion so that it could be heard on January 26, 2017 and (b) file certain confidential documentation related to the Exit Facility Motion under seal.
On January 12, 2017, the Debtors filed a motion for approval of bidding procedures related to the sale of a certain asset (the Bidding Procedures Motion). On January 13, 2017, the Debtors filed two omnibus claims objections. On January 16, 2017, the Debtors filed Exhibits B and C to the Disclosure Statement - the Debtors' Liquidation Analysis and Financial Projections.
On January 17, 2017, (a) the Debtors filed a motion (the APS Settlement Motion) to approve a settlement concerning the adversary proceeding captioned: Peabody COALSALES, LLC v. Arizona Public Service Company and PacifiCorp (Adversary Proceeding Case No. 16-04066) and (b) both the Debtors and the Creditors' Committee filed objections to a previously-filed motion to appoint an equity committee (the Equity Committee Motion).
On January 18, 2017, the Debtors filed a notice of a joint settlement with the Creditors' Committee, the terms of which are incorporated into the Second Amended Plan (defined below). On January 19, 2017, (a) the Debtors filed an objection to a previously-filed motion to take discovery of the Debtors (the Discovery Motion) and (b) the Bankruptcy Court entered a stipulation and order granting limited relief from the automatic stay to certain litigation claimants. In addition, on January 19, 2017, the Bankruptcy Court denied the Equity Committee Motion.
On January 23, 2017, (a) the Bankruptcy Court entered a stipulation and agreed order resolving a motion previously filed by certain Wells Fargo entities for, among other things, relief from the automatic stay and (b) an individual filed a motion for the appointment of an official committee of retail noteholders (the Retail Noteholder Committee Motion). On January 24, 2017, a creditor filed a verified motion and complaint regarding the PSA Motion, which motion was denied by the Bankruptcy Court the following day. On January 25, 2017, the Creditors' Committee filed a statement in support of approval of the PSA Motion and the Disclosure Statement. On January 25, 2017, the Debtors filed (a) amended versions of the Plan and the Disclosure Statement and (b) several claims objections.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 22
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Leading up to the Bankruptcy Court's hearing on January 26, 2017, several parties filed objections to the Disclosure Statement, the PSA Motion, the Solicitation Procedures Motion, the Exit Facility Motion and the Bidding Procedures Motion. At the January 26 hearing, these objections were either (a) consensually resolved with the Debtors or (b) overruled by the Bankruptcy Court. Accordingly, at the January 26 hearing, the Bankruptcy Court approved the Disclosure Statement and granted the PSA Motion, the Solicitation Procedures Motion, the Exit Facility Motion and the Bidding Procedures Motion. In addition, at the January 26 hearing, the Bankruptcy Court granted, among others: (a) several claims objections; (b) certain motions regarding the assumption and/or rejection of executory contracts; (c) the 9027 Motion; and (d) the APS Settlement Motion. The Bankruptcy Court also denied the Discovery Motion at the January 26 hearing. The Bankruptcy Court entered the majority of orders concerning matters heard at the January 26 hearing on January 27, 2017, excluding the orders regarding the Discovery Motion and the Bidding Procedures Motion, which were both entered on January 30, 2017.
In addition, on January 26, 2017, Century Indemnity Company and Pacific Employers Insurance Company filed a complaint and commenced an adversary proceeding (Adv. Proceeding Case No. 17-04010) against Debtor Gold Fields Mining, LLC and certain other Debtors.
On January 27, 2017, the Debtors filed (a) second amended versions of the Plan (the Second Amended Plan) and the Disclosure Statement; (b) a motion to enter into a commitment letter and related agreements with respect to an amendment to and the continuation of the Debtors' accounts receivable securitization facility (the ARS Motion) and (c) a motion to schedule a hearing on the ARS Motion.
On January 30, 2017, (a) the Bankruptcy Court entered an order extending the period during which the Debtors have the exclusive right to propose a plan of reorganization to February 15, 2017 and (b) multiple professionals retained in these chapter 11 cases filed applications for compensation. On January 31, 2017, the Bankruptcy Court entered an amended order granting the PSA Motion.
On February 1, 2017, certain entities filed a notice of appeal regarding the Bankruptcy Court's approval of the PSA Motion (additional notices of appeal related to the PSA Motion were filed on February 6, 2017) (collectively, the PSA Appeals). Also on February 1, 2017, the Debtors filed (a) a motion to further extend the Debtors' exclusive periods regarding the proposal of a plan of reorganization and the related solicitation period (the Third Exclusivity Motion); (b) a motion related to the Debtors hedging activities (the Hedging Motion); and (c) a motion for approval of certain contract assumption and rejection procedures (the Contract Procedures Motion).
On February 2, 2017, the Debtors filed additional claims objections. On February 3, 2017, one of the Debtors' professionals retained in these chapter 11 cases filed an application for compensation.
In orders entered on February 8 and February 9, 2017, the PSA Appeals were dismissed by the appellate court. Also on February 8, 2017, both the Debtors and the Creditors' Committee filed objections to the Retail Noteholder Committee Motion. On February 10, 2017, certain entities filed a notice of appeal regarding the Bankruptcy Court's order approving the Bidding Procedures Motion and a corresponding motion for leave to appeal.
On February 8, 2017, the Debtors issued a press release and filed a Current Report on Form 8-K announcing the pricing of a $950.0 million senior secured term loan. The term loan will mature in 2022 and bear interest at a fluctuating rate of LIBOR plus 4.50% per annum, with a 1.00% LIBOR floor. The closing of the term loan is expected to occur on April 3, 2017, concurrently with the anticipated effective date of the Plan and subject to confirmation of the Plan and customary closing conditions and final documentation. The proceeds from the term loan will be used to fund a portion of the distributions to creditors provided for under the Plan.
On February 15, 2017, Peabody Securities Finance Corporation (the Issuer), a Delaware corporation and wholly owned subsidiary of Peabody Energy Corporation, a Delaware corporation (the Company), entered into an indenture (the Indenture) between the Issuer and Wilmington Trust, National Association, as trustee (the Trustee), relating to the issuance by the Issuer of $500.0 million aggregate principal amount of 6.000% senior secured notes due 2022 (the 2022 Notes) and $500.0 million aggregate principal amount of 6.375% senior secured notes due 2025 (the 2025 Notes and, together with the 2022 Notes, the Notes). The Notes were sold on February 15, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the Securities Act). The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 23
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
The 2022 Notes bear interest at a rate of 6.000% per annum. Interest on the 2022 Notes is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2017. The 2022 Notes mature on March 31, 2022. The 2025 Notes bear interest at a rate of 6.375% per annum. Interest on the 2025 Notes is payable semi-annually in arrears on March 31 and September 30 of each year, commencing on September 30, 2017. The 2025 Notes mature on March 31, 2025.
The Notes are being issued in connection with the Plan. Further information regarding the Notes can be found in the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2017.
On February 15, 2017, the Bankruptcy Court (a) granted (i) the Third Exclusivity Motion; (ii) the Hedging Motion; (iii) the Contract Procedures Motion; and (iv) certain claims objections and (b) denied the Retail Noteholder Committee Motion.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 24