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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

October 29, 2013

 

Contact: Cloud Peak Energy Inc.
Karla Kimrey
Vice President, Investor Relations
720-566-2932

 

CLOUD PEAK ENERGY INC. ANNOUNCES RESULTS FOR
THIRD QUARTER AND FIRST NINE MONTHS OF 2013

 

Gillette, Wyo, October 29, 2013 — Cloud Peak Energy Inc. (NYSE:CLD), one of the largest U.S. coal producers and the only pure-play Powder River Basin (“PRB”) coal company, today announced results for the third quarter and first nine months of 2013.

 

Highlights and Recent Developments

 

·                  Adjusted EBITDA(1) of $70.9 million for the third quarter of 2013 compared with $108.4 million for the third quarter of 2012.

 

·                  Third quarter of 2013 net income of $18.0 million resulting in diluted EPS of $0.29 compared to net income of $85.3 million and diluted EPS of $1.39 for the third quarter of 2012.

 

·                  Adjusted EPS(1) of $0.34 for the third quarter of 2013 compared to $0.80 for the third quarter of 2012.

 

·                  Cash and investments were $300 million and total available liquidity was $553 million as of September 30, 2013.  We generated $101 million in cash from operations for the third quarter of 2013.

 

·                  Shipments of 23.1 million tons for the third quarter of 2013 from our three operated mines compared to 24.4 million tons for the third quarter of 2012.

 

·                  Average cost per ton sold for the third quarter of 2013 decreased to $9.78 per ton from $10.81 per ton in the second quarter of 2013.

 

·                  Asian exports were 1.3 million tons in the third quarter of 2013 compared to 1.5 million tons in the third quarter of 2012.  For the full year, we continue to expect Asian exports of approximately 5 million tons.

 

·                  After careful evaluation of the estimated economics of the Maysdorf II North Tract LBA, we determined not to bid at this time.

 

Colin Marshall, President and Chief Executive Officer, commented, “As expected, shipments increased in the third quarter as customers took their contracted tons.  Our mines responded well during a wet quarter, increasing production while staying focused on cost control and achieving cost per ton of $9.78.  We see domestic market fundamentals are continuing to improve with higher natural gas prices, decreasing stockpiles of PRB coal, and continued strong burn rates.”

 

Health and Safety Record

 

During the third quarter of 2013, of our nearly 1,400 full-time mine site employees, two employees suffered reportable injuries resulting in a year-to-date MSHA All Injury Frequency Rate of 0.61, a 26% decrease from the full year 2012 rate of 0.82.  During 14 MSHA inspector days in the third quarter of 2013, we were issued one substantial and significant citation with a total fine of $540.

 


(1)                                 Defined later.

 

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Consolidated Business Results

 

The following table summarizes certain consolidated results (in millions, except per share amounts):

 

 

 

Q3

 

Q3

 

YTD

 

YTD

 

 

 

2013

 

2012

 

2013

 

2012

 

Total tons sold

 

24.2

 

25.1

 

66.4

 

68.7

 

Total revenue

 

$

374.8

 

$

425.9

 

$

1,042.9

 

$

1,141.9

 

Net income

 

$

18.0

 

$

85.3

 

$

38.1

 

$

145.6

 

Adjusted EBITDA(1)

 

$

70.9

 

$

108.4

 

$

156.5

 

$

249.8

 

Adjusted EPS(1)

 

$

0.34

 

$

0.80

 

$

0.43

 

$

1.62

 

 


(1)               Non-GAAP financial measure; please see definition and reconciliation below in this release and the attached tables.

 

Operating Segments

 

Owned and Operated Mines

 

Our Owned and Operated Mines segment comprises the results of mine site sales from our three owned and operated mines primarily to our domestic utility customers and also to our Logistics and Related Activities segment.

 

 

 

Q3

 

Q3

 

YTD

 

YTD

 

(in millions, except per ton amounts)

 

2013

 

2012

 

2013

 

2012

 

Tons sold

 

23.1

 

24.4

 

64.3

 

67.0

 

Realized price per ton sold

 

$

13.03

 

$

13.28

 

$

13.06

 

$

13.24

 

Average cost of product sold per ton

 

$

9.78

 

$

9.14

 

$

10.29

 

$

9.64

 

Adjusted EBITDA(1)

 

$

65.9

 

$

89.0

 

$

145.8

 

$

207.8

 

 


(1)               Non-GAAP financial measure; please see definition and reconciliation below in this release and the attached tables.

 

Tons sold from our Owned and Operated Mines segment were lower than the third quarter of 2012 due to operational and train delays related to several rain events.  Realized prices per ton were slightly lower than 2012 due to the impact of consistently low prices since late 2011 and indexed tons that settled relative to current low OTC prices.  Sequentially, average cost per ton declined $1.03 to $9.78 in the third quarter as compared to the previous quarter, a decrease of nearly 10%.  Compared to the prior year, cost per ton increased due to increases in strip ratios and haul distances, and the impact of fixed costs on fewer tons in 2013.  In addition, higher natural gas prices have contributed to increased explosives costs.

 

Logistics and Related Activities

 

Our Logistics and Related Activities segment comprises the results of our logistics and transportation services to our domestic and international customers.

 

 

 

Q3

 

Q3

 

YTD

 

YTD

 

(in millions)

 

2013

 

2012

 

2013

 

2012

 

Total tons delivered

 

1.4

 

1.9

 

4.2

 

4.4

 

Asian export tons

 

1.3

 

1.5

 

3.6

 

3.5

 

Revenue

 

$

70.2

 

$

110.7

 

$

203.2

 

$

273.7

 

Cost of product sold (delivered tons)

 

$

70.1

 

$

88.1

 

$

197.4

 

$

222.7

 

Adjusted EBITDA(1)

 

$

2.1

 

$

18.9

 

$

6.2

 

$

41.7

 

 


(1)         Non-GAAP financial measure; please see definition and reconciliation below in this release and the attached tables.

 

Third quarter total tons delivered from our Logistics and Related Activities segment decreased due to timing and scheduling of vessels.  We continue to expect to deliver approximately 5 million tons for the full year.  Revenue decreased as a result of lower prices on our Asian deliveries related to low Newcastle benchmark prices.  Our international coal forward financial contracts program mitigated some of this impact with a realized gain of $3.7 million in the quarter.  During the third quarter of 2013, the Newcastle benchmark price averaged approximately $73 per tonne for 2013 deliveries down from $90 per tonne this time last year.  Based on the comparative quality and transport costs, our delivered sales are generally priced between 60% and 70% of the forward Newcastle price.

 

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Balance Sheet and Cash Flow

 

Cash flow from operations totaled $144.9 million for the first nine months of 2013 compared to $202.0 million for the first nine months of 2012.  Capital expenditures (excluding capitalized interest) were $46 million, of which $10 million was financed under capital leases.

 

Unrestricted cash and investments as of September 30, 2013 were $300 million and our total available liquidity was $553 million.  At September 30, 2013, there were no borrowings under the Amended Credit Agreement or the Accounts Receivable Securitization Program.

 

Decker Update

 

On August 28, 2013, Cloud Peak Energy and Ambre Energy announced that Ambre’s purchase of our 50% interest in the Decker Mine was not expected to be completed for the foreseeable future and that the companies were in discussions and had agreed to jointly dismiss the Decker litigation without prejudice.  We are hopeful that when international coal prices improve, Ambre will be positioned to purchase our 50% interest in the Decker Mine. Completion of any future transaction would be subject to future negotiations between our companies.  In the meantime, we have been working with Ambre to optimize the Decker Mine’s operations in light of the current domestic market.  Through our participation in the Alliance for Northwest Jobs and Exports, we are continuing to work with Ambre to promote the proposed Millennium Bulk Terminal export facility.

 

Cordero Rojo Update

 

During the third quarter 2013, we decided not to bid on the Maysdorf II North LBA and to retain the cash on our balance sheet.  The decision not to invest in additional 8400 Btu coal was made in light of market conditions, access issues to the coal and other factors discussed in our August 21, 2013 press release.  This decision followed our second quarter 2013 earnings announcement that we are evaluating reducing shipments at our 8400 Btu Cordero Rojo Mine by around ten million tons per year starting in 2015.  We have adjusted our forward sales strategy for Cordero Rojo to reflect this reduction in 2015 and are continuing to evaluate how to optimize the operation in light of prevailing market conditions.  Regarding the Maysdorf II South LBA, we understand that the Bureau of Land Management is expecting to delay any future lease sales for that LBA for up to two years due to current weak markets.

 

Outlook

 

Customers are continuing to take their contracted coal and are burning down their coal inventories as a result of higher natural gas prices and steady coal burn.  We expect U.S. total coal demand for the full year 2013 to increase by around 50 million tons compared to 2012.  This rebound in demand has reduced inventories of PRB coal stockpiles to 71 million tons at the end of September, down from 92 million tons at the same time last year.  We continue to be optimistic that the steady coal burn and continued reduction in PRB inventories will lead to prices moving higher.

 

Due to the weather related operational interruptions during the summer and the heavy snow storm that hit the PRB in the first week of October we are reducing the midpoint of our shipment guidance to 88 million tons from 90 million tons and the midpoint of our Adjusted EBITDA guidance to $220 million from $230 million. The impact of lower shipments has been partially offset by good cost control across all the operations.

 

For 2014, we have currently committed to sell 79 million tons from our three company-operated mines.  Of this committed 2014 production, 69 million tons are under fixed-price contracts with a weighted-average price of $13.24 per ton.  During the quarter, we only contracted approximately 5 million tons across our mix of 8400, 8800, and 9350 Btu coal for 2014 deliveries with contracts at an average price of approximately $11.60 per ton.  The small increase in our net 2014 contracted position reflects our goal of only contracting the minimum levels we are comfortable with to allow the mines to run efficiently when prices are low.

 

For 2015, we are currently committed to sell 42 million tons from our three company-operated mines.  Of this committed 2015 production, 28 million tons are under fixed-price contracts with a weighted-average price of $13.68 per ton.

 

We are forecasting export shipments through Westshore to be approximately 5 million tons from our Logistics and Related Activities segment in 2013.  Demand from our international customers continues to be strong, and we continue to seek to fill all available capacity at Westshore.

 

“Our third quarter results demonstrate our ability to increase production while maintaining an excellent focus on cost control and efficiency through the business.  We see the outlook as positive and will work to maximize our opportunity while carefully investing

 

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capital.  We believe both domestic and international coal pricing will recover, and that Cloud Peak Energy is well placed to capitalize when that occurs,” commented Marshall.

 

Updated 2013 Guidance — Financial and Operational Estimates

 

The following table provides our current outlook and assumptions for selected 2013 consolidated financial and operational metrics:

 

Item

 

Estimate or Estimated Range

Coal shipments for our three operated mines(1)

 

87 - 89 million tons

Committed sales with fixed prices

 

Approximately 92 million tons

Anticipated realized price of produced coal with fixed prices

 

Approximately $13.04 per ton

Adjusted EBITDA(2)

 

$210 - $230 million

Net interest expense

 

Approximately $40 million

Depreciation, depletion and accretion

 

$110 - $120 million

Effective income tax rate(3)

 

Approximately 36%

Capital expenditures(4)

 

$55 - $65 million

Committed federal coal lease payments

 

$79 million

 


(1)         Inclusive of intersegment sales.

(2)         Non-GAAP financial measure; please see definition below in this release.

(3)         Excluding impact of the Tax Receivable Agreement.

(4)         Excluding federal coal lease payments.

 

Conference Call Details

 

A conference call with management is scheduled at 5:00 p.m. ET on October 29, 2013 to review the results and current business conditions.  The call will be webcast live over the internet from our website at www.cloudpeakenergy.com under “Investor Relations”.  Participants should follow the instructions provided on the website for downloading and installing the audio applications necessary to join the webcast.  Interested individuals also can access the live conference call via telephone at 877.703.6106 (domestic) or 857.244.7305 (international) and entering pass code 51095260.

 

Following the live web cast, a replay will be available at the same URL on our website for seven days.  A telephonic replay will also be available approximately two hours after the call and can be accessed by dialing 888.286.8010 (domestic) or 617.801.6888 (international) and entering pass code 47523129.  The telephonic replay will be available for seven days.

 

About Cloud Peak Energy®

 

Cloud Peak Energy Inc. (NYSE:CLD) is headquartered in Wyoming and is one of the largest U.S. coal producers and the only pure-play PRB coal company.  As one of the safest coal producers in the nation, Cloud Peak Energy specializes in the production of low sulfur, subbituminous coal.  The company owns and operates three surface coal mines in the PRB, the lowest cost major coal producing region in the nation.  The Antelope and Cordero Rojo mines are located in Wyoming and the Spring Creek Mine is located near Decker, Montana.  Cloud Peak Energy also owns rights to substantial undeveloped coal and complementary surface assets in the Northern PRB, further building the company’s long-term position to serve Asian export and domestic customers.  With approximately 1,700 employees, the company is widely recognized for its exemplary performance in its safety and environmental programs.  Cloud Peak Energy is a sustainable fuel supplier for approximately 4% of the nation’s electricity.

 

Cautionary Note Regarding Forward-Looking Statements

 

This release and our related presentation contain “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements are not statements of historical facts and often contain words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “estimate,” “seek,” “could,” “should,” “intend,” “potential,” or words of similar meaning.  Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates regarding our company, industry, economic conditions, government regulations, energy policies, and other factors.  Forward-looking statements may include, for example, (1) our outlook for 2013 and future periods for our company, the PRB and the industry in general, and our operational, financial and export guidance, including any development of future terminal capacity or increased access to existing or future capacity; (2) anticipated economic conditions and demand by domestic and Asian utilities, including the anticipated impact on demand driven by regulatory developments and uncertainties; (3) the impact of competition from natural gas and other alternative sources of energy used to generate electricity; (4) coal stockpile levels and the impacts on future demand; (5) our plans to replace and/or grow our coal tons; (6)

 

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business development and growth initiatives; (7) operational plans for our mines, including potential production decreases at our Cordero Rojo Mine; (8) our cost management efforts; (9) industry estimates of the EIA and other third party sources; (10) estimated Tax Receivable Agreement liabilities; (11) potential future completion of the sale of our 50% interest in the Decker Mine to Ambre Energy; (12) our estimates of the quality and quantity of economic coal associated with our development projects, the potential development of our Youngs Creek and other NPRB assets, and our potential exercise of options for Crow Tribal coal; and (13) other statements regarding our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other matters that do not relate strictly to historical facts. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements.  Factors that could adversely affect our future results include, for example, (a) future economic and weather conditions; (b) coal-fired power plant capacity and utilization, demand for our coal by the domestic electric generation industry, Asian export demand and terminal capacity and the prices we receive for our coal and our logistics services; (c) reductions or deferrals of purchases by major customers and our ability to renew sales contracts; (d) competition from other coal producers, natural gas producers and other sources of energy, domestically and internationally, (e) environmental, health, safety, endangered species or other legislation, regulations, treaties, court decisions or government actions, or related third-party legal challenges or changes in interpretations, including new requirements or uncertainties affecting the use, demand or price for coal or imposing additional costs, liabilities or restrictions on our mining operations, the utility industry or the logistics, transportation and terminal industries; (f) public perceptions, third-party legal challenges or governmental actions and energy policies relating to concerns about climate change, air and water quality or other environmental considerations, including emissions restrictions and governmental subsidies or mandates that make wind, solar or other alternative fuel sources more cost-effective and competitive with coal; (g) operational, geological, equipment, permit, labor, weather-related and other risks inherent in surface coal mining; (h) our ability to efficiently and safely conduct our mining operations, (i) transportation and export terminal availability, performance and costs; (j) availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; (k) our ability to acquire future coal tons through the federal LBA process and necessary surface rights and permits in a timely and cost-effective manner and the impact of third-party legal challenges, (l) access to capital and credit markets and availability and costs of credit, surety bonds, letters of credit, and insurance; (m) litigation and other contingent liabilities; (n) the potential future timing and ability of Ambre Energy to replace our outstanding reclamation and lease bonds for the Decker Mine and to purchase our 50% interest in the mine, (o) proposed Pacific Northwest export terminals are not developed in a timely manner or at all, or are developed at a smaller capacity than planned, or we are unable to finalize and enter into definitive throughput agreements for potential future capacity at proposed terminals, including the Gateway Pacific Terminal and the Millennium Bulk Terminal, (p) future development and operating costs for our development projects significantly exceed our expectations, and (q) other risk factors described from time to time in the reports and registration statements we file with the Securities and Exchange Commission (“SEC”), including those in Item 1A - Risk Factors in our most recent Form 10-K and any updates thereto in our Forms 10-Q and current reports on Forms 8-K. There may be other risks and uncertainties that are not currently known to us or that we currently believe are not material.  We make forward-looking statements based on currently available information, and we assume no obligation to, and expressly disclaim any obligation to, update or revise publicly any forward-looking statements made in this release or our related presentation, whether as a result of new information, future events or otherwise, except as required by law.

 

Non-GAAP Financial Measures

 

This release and our related presentation include the non-GAAP financial measures of (1) Adjusted EBITDA (on a consolidated basis and for our reporting segments) and (2) Adjusted Earnings Per Share (“Adjusted EPS”).  Adjusted EBITDA and Adjusted EPS are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles in the U.S. (“GAAP”).  A quantitative reconciliation of historical net income to Adjusted EBITDA and EPS (as defined below) to Adjusted EPS is found in the tables accompanying this release.

 

EBITDA represents net income, or income from continuing operations, as applicable, before (1) interest income (expense) net, (2) income tax provision, (3) depreciation and depletion, (4) amortization, and (5) accretion.  Adjusted EBITDA represents EBITDA as further adjusted to exclude specifically identified items that management believes do not directly reflect our core operations.  For the periods presented herein, the specifically identified items are: (1) adjustments to exclude the updates to the tax agreement liability, including tax impacts of our 2009 initial public offering and 2010 secondary offering, (2) adjustments for derivative financial instruments, excluding fair value mark-to-market gains or losses and including cash amounts received or paid, and (3) adjustments to exclude a significant broker contract that expired in the first quarter of 2010.  Because of the inherent uncertainty related to the items identified above, management does not believe it is able to provide a meaningful forecast of the comparable GAAP measures or a reconciliation to any forecasted GAAP measures.

 

Adjusted EPS represents diluted earnings (loss) per common share attributable to controlling interest, or diluted earnings (loss) per common share attributable to controlling interest from continuing operations, as applicable (“EPS”), adjusted to exclude the estimated per share impact of the same specifically identified items used to calculate Adjusted EBITDA as described above, adjusted at the statutory rate of 36%.

 

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Adjusted EBITDA is an additional tool intended to assist our management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations.  Adjusted EBITDA is a metric intended to assist management in evaluating operating performance, comparing performance across periods, planning and forecasting future business operations and helping determine levels of operating and capital investments.  Period-to-period comparisons of Adjusted EBITDA are intended to help our management identify and assess additional trends potentially impacting our company that may not be shown solely by period-to-period comparisons of net income or income from continuing operations.  Our chief operating decision maker uses Adjusted EBITDA as a measure of segment performance.  Consolidated Adjusted EBITDA is also used as part of our incentive compensation program for our executive officers and others.

 

We believe Adjusted EBITDA and Adjusted EPS are also useful to investors, analysts and other external users of our consolidated financial statements in evaluating our operating performance from period to period and comparing our performance to similar operating results of other relevant companies.  Adjusted EBITDA allows investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and depletion, amortization and accretion and other specifically identified items that are not considered to directly reflect our core operations.  Similarly, we believe our use of Adjusted EPS provides an appropriate measure to use in assessing our performance across periods given that this measure provides an adjustment for certain specifically identified significant items that are not considered to directly reflect our core operations, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings per share reported for a given period.

 

Our management recognizes that using Adjusted EBITDA and Adjusted EPS as performance measures has inherent limitations as compared to net income, income from continuing operations, EPS or other GAAP financial measures, as these non-GAAP measures exclude certain items, including items that are recurring in nature, which may be meaningful to investors.  Adjusted EBITDA and Adjusted EPS should not be considered in isolation and do not purport to be alternatives to net income, income from continuing operations, EPS or other GAAP financial measures as a measure of our operating performance.  Because not all companies use identical calculations, our presentations of Adjusted EBITDA and Adjusted EPS may not be comparable to other similarly titled measures of other companies.  Moreover, our presentation of Adjusted EBITDA is different than EBITDA as defined in our debt financing agreements.

 

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CLOUD PEAK ENERGY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenue

 

$

374,816

 

$

425,861

 

$

1,042,864

 

$

1,141,947

 

Costs and expenses

 

 

 

 

 

 

 

 

 

Cost of product sold (exclusive of depreciation, depletion, and accretion, shown separately)

 

295,983

 

301,893

 

853,615

 

850,911

 

Depreciation and depletion

 

26,918

 

24,661

 

75,589

 

70,337

 

Accretion

 

3,995

 

3,257

 

12,249

 

9,327

 

Derivative mark-to-market losses (gains)

 

295

 

(1,334

)

(25,641

)

(19,461

)

Selling, general and administrative expenses

 

13,201

 

13,848

 

39,642

 

41,146

 

Other operating costs

 

592

 

1,902

 

1,893

 

2,303

 

Total costs and expenses

 

340,984

 

344,227

 

957,347

 

954,563

 

Operating income

 

33,832

 

81,634

 

85,517

 

187,384

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

154

 

189

 

343

 

948

 

Interest expense

 

(9,020

)

(11,671

)

(29,819

)

(25,457

)

Tax agreement (expense) benefit

 

(10,515

)

29,000

 

(10,515

)

29,000

 

Other, net

 

2,703

 

(335

)

2,505

 

(388

)

Total other income (expense)

 

(16,678

)

17,183

 

(37,486

)

4,103

 

Income before income tax provision and earnings from unconsolidated affiliates

 

17,154

 

98,817

 

48,031

 

191,487

 

Income tax benefit (expense)

 

785

 

(13,601

)

(10,512

)

(47,509

)

Earnings from unconsolidated affiliates, net of tax

 

27

 

44

 

551

 

1,579

 

Net income

 

17,966

 

85,260

 

38,070

 

145,557

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Retiree medical plan amortization of prior service costs

 

444

 

394

 

1,331

 

1,182

 

Other postretirement plan adjustments

 

 

 

30

 

90

 

Income tax on retiree medical plan and pension adjustments

 

(160

)

(142

)

(490

)

(458

)

Other comprehensive income

 

284

 

252

 

871

 

814

 

Total comprehensive income

 

$

18,250

 

$

85,512

 

$

38,941

 

$

146,371

 

Income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

$

1.42

 

$

0.63

 

$

2.43

 

Diluted

 

$

0.29

 

$

1.39

 

$

0.62

 

$

2.39

 

Weighted-average shares outstanding - basic

 

60,658

 

60,044

 

60,632

 

60,020

 

Weighted-average shares outstanding - diluted

 

61,161

 

61,142

 

61,134

 

60,923

 

 

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CLOUD PEAK ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

219,211

 

$

197,691

 

Investments in marketable securities

 

80,646

 

80,341

 

Accounts receivable

 

85,777

 

76,117

 

Due from related parties

 

1,643

 

1,561

 

Inventories, net

 

81,954

 

81,675

 

Deferred income taxes

 

29,155

 

28,112

 

Derivative financial instruments

 

33,738

 

13,785

 

Other assets

 

21,283

 

16,513

 

Total current assets

 

553,407

 

495,795

 

Noncurrent assets

 

 

 

 

 

Property, plant and equipment, net

 

1,654,849

 

1,678,294

 

Goodwill

 

35,634

 

35,634

 

Deferred income taxes

 

90,328

 

101,075

 

Other assets

 

43,322

 

40,525

 

Total assets

 

$

2,377,540

 

$

2,351,323

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

63,137

 

$

49,589

 

Royalties and production taxes

 

144,611

 

129,351

 

Accrued expenses

 

56,435

 

50,364

 

Current portion of tax agreement liability

 

23,459

 

19,485

 

Current portion of federal coal lease obligations

 

58,958

 

63,191

 

Other liabilities

 

4,222

 

2,770

 

Total current liabilities

 

350,822

 

314,750

 

Noncurrent liabilities

 

 

 

 

 

Tax agreement liability, net of current portion

 

103,595

 

97,053

 

Senior notes

 

596,855

 

596,506

 

Federal coal lease obligations, net of current portion

 

63,970

 

122,928

 

Asset retirement obligations, net of current portion

 

222,274

 

238,991

 

Other liabilities

 

63,603

 

50,073

 

Total liabilities

 

1,401,119

 

1,420,301

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Common stock ($0.01 par value; 200,000 shares authorized; 61,294 and 61,114 shares issued and 60,898 and 60,839 outstanding at September 30, 2013 and December 31, 2012, respectively)

 

609

 

608

 

Treasury stock, at cost (396 shares and 276 shares at September 30, 2013 and December 31, 2012, respectively)

 

(5,656

)

(5,390

)

Additional paid-in capital

 

557,175

 

550,452

 

Retained earnings

 

443,883

 

405,813

 

Accumulated other comprehensive loss

 

(19,590

)

(20,461

)

Total equity

 

976,421

 

931,022

 

Total liabilities and equity

 

$

2,377,540

 

$

2,351,323

 

 

8



 

CLOUD PEAK ENERGY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

38,070

 

$

145,557

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and depletion

 

75,589

 

70,337

 

Accretion

 

12,249

 

9,327

 

Earnings from unconsolidated affiliates

 

(551

)

(1,579

)

Distributions of income from unconsolidated affiliates

 

2,000

 

1,000

 

Deferred income taxes

 

8,903

 

36,747

 

Tax agreement expense (benefit)

 

10,515

 

(29,000

)

Stock compensation expense

 

5,825

 

9,485

 

Derivative mark-to-market gains

 

(25,641

)

(19,461

)

Other

 

8,407

 

8,804

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(9,834

)

(11,052

)

Inventories, net

 

(101

)

(9,970

)

Due to or from related parties

 

(82

)

(2,351

)

Other assets

 

(5,179

)

(9,615

)

Accounts payable and accrued expenses

 

19,826

 

7,585

 

Asset retirement obligations

 

(770

)

(4,867

)

Cash received for financial derivative instruments

 

5,689

 

1,007

 

Net cash provided by operating activities

 

144,915

 

201,954

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of Youngs Creek and CX Ranch coal and land assets

 

 

(300,377

)

Purchases of property, plant and equipment

 

(35,765

)

(36,445

)

Cash paid for capitalized interest

 

(23,330

)

(42,877

)

Investments in marketable securities

 

(46,372

)

(58,611

)

Maturity and redemption of investments

 

46,067

 

53,508

 

Investment in project development

 

(4,087

)

 

Return of restricted cash

 

 

71,244

 

Partnership escrow deposit

 

 

(4,470

)

Return of partnership escrow

 

4,468

 

 

Other

 

102

 

1,847

 

Net cash used in investing activities

 

(58,917

)

(316,181

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Principal payments on federal coal leases

 

(63,191

)

(102,198

)

Payment of deferred financing fees

 

(865

)

 

Other

 

(422

)

(2,310

)

Net cash used in financing activities

 

(64,478

)

(104,508

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

21,520

 

(218,735

)

Cash and cash equivalents at beginning of period

 

197,691

 

404,240

 

Cash and cash equivalents at end of period

 

$

219,211

 

$

185,505

 

 

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 

Interest paid

 

$

43,125

 

$

57,911

 

Income taxes paid

 

$

11,419

 

$

22,017

 

Supplemental noncash investing and financing activities:

 

 

 

 

 

Non-cash interest capitalized

 

$

8,614

 

$

7,445

 

Capital expenditures included in accounts payable

 

$

5,525

 

$

4,549

 

Assets acquired under capital leases

 

$

10,222

 

$

 

 

9



 

CLOUD PEAK ENERGY INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

(in millions, except per share data)

 

Adjusted EBITDA

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Net income

 

 

 

$

18.0

 

 

 

$

85.3

 

Interest income

 

 

 

(0.2

)

 

 

(0.2

)

Interest expense

 

 

 

9.0

 

 

 

11.7

 

Income tax expense

 

 

 

(0.8

)

 

 

13.6

 

Depreciation and depletion

 

 

 

26.9

 

 

 

24.7

 

Accretion

 

 

 

4.0

 

 

 

3.3

 

EBITDA

 

 

 

57.0

 

 

 

138.3

 

Tax agreement expense (benefit) (1)

 

 

 

10.5

 

 

 

(29.0

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market losses (gains) (2)

 

$

0.3

 

 

 

$

(1.3

)

 

 

Inclusion of cash amounts received (3)

 

3.2

 

 

 

0.5

 

 

 

Total derivative financial instruments

 

 

 

3.5

 

 

 

(0.9

)

Expired significant broker contract

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

$

70.9

 

 

 

$

108.4

 

 

Adjusted EBITDA

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Net income

 

 

 

$

38.1

 

 

 

$

145.6

 

Interest income

 

 

 

(0.3

)

 

 

(0.9

)

Interest expense

 

 

 

29.8

 

 

 

25.5

 

Income tax expense

 

 

 

10.5

 

 

 

47.5

 

Depreciation and depletion

 

 

 

75.6

 

 

 

70.3

 

Accretion

 

 

 

12.2

 

 

 

9.3

 

EBITDA

 

 

 

165.9

 

 

 

297.2

 

Tax agreement expense (benefit) (1)

 

 

 

10.5

 

 

 

(29.0

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains (2)

 

$

(25.6

)

 

 

$

(19.5

)

 

 

Inclusion of cash amounts received (3)

 

5.7

 

 

 

1.0

 

 

 

Total derivative financial instruments

 

 

 

(19.9

)

 

 

(18.5

)

Expired significant broker contract

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

$

156.5

 

 

 

$

249.8

 

 


(1)         Changes to related deferred taxes are included in income tax expense.

(2)         Derivative fair value mark-to-market (gains) losses reflected on the statement of operations.

(3)         Derivative cash gains and losses reflected within operating cash flows.

 

10



 

Adjusted EPS

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Diluted earnings per common share

 

 

 

$

0.29

 

 

 

$

1.39

 

Tax agreement expense including tax impacts of IPO and Secondary Offering

 

 

 

0.01

 

 

 

(0.58

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market losses (gains)

 

$

 

 

 

$

(0.01

)

 

 

Inclusion of cash amounts received

 

0.03

 

 

 

 

 

 

Total derivative financial instruments

 

 

 

0.03

 

 

 

(0.01

)

Expired significant broker contract

 

 

 

 

 

 

 

Adjusted EPS

 

 

 

$

0.34

 

 

 

$

0.80

 

Weighted-average dilutive shares outstanding (in millions)

 

 

 

61.2

 

 

 

61.1

 

 

Adjusted EPS

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Diluted earnings per common share

 

 

 

$

0.62

 

 

 

$

2.39

 

Tax agreement expense including tax impacts of IPO and Secondary Offering

 

 

 

0.01

 

 

 

(0.58

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains

 

$

(0.27

)

 

 

$

(0.20

)

 

 

Inclusion of cash amounts received

 

0.06

 

 

 

0.01

 

 

 

Total derivative financial instruments

 

 

 

(0.21

)

 

 

(0.19

)

Expired significant broker contract

 

 

 

 

 

 

 

Adjusted EPS

 

 

 

$

0.43

 

 

 

$

1.62

 

Weighted-average dilutive shares outstanding (in millions)

 

 

 

61.1

 

 

 

60.9

 

 

11



 

Adjusted EBITDA by Segment

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Owned and Operated Mines

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

$

65.9

 

 

 

$

89.0

 

Depreciation and depletion

 

 

 

(25.0

)

 

 

(23.2

)

Accretion

 

 

 

(2.7

)

 

 

(2.2

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains (losses)

 

$

(0.2

)

 

 

$

0.3

 

 

 

Inclusion of cash amounts paid

 

0.6

 

 

 

 

 

 

Total derivative financial instruments

 

 

 

0.4

 

 

 

0.3

 

Other

 

 

 

(2.7

)

 

 

0.4

 

Operating income

 

 

 

35.9

 

 

 

64.3

 

 

 

 

 

 

 

 

 

 

 

Logistics and Related Activities

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

2.1

 

 

 

18.9

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains (losses)

 

(0.1

)

 

 

1.0

 

 

 

Inclusion of cash amounts paid

 

(3.7

)

 

 

(0.5

)

 

 

Total derivative financial instruments

 

 

 

(3.8

)

 

 

0.5

 

Operating income (loss)

 

 

 

(1.7

)

 

 

19.4

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

3.1

 

 

 

1.6

 

Depreciation and depletion

 

 

 

(2.0

)

 

 

(1.5

)

Accretion

 

 

 

(1.3

)

 

 

(1.0

)

Operating loss

 

 

 

(0.2

)

 

 

(1.0

)

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

(0.1

)

 

 

(1.0

)

Operating loss

 

 

 

(0.1

)

 

 

(1.0

)

Consolidated operating income

 

 

 

33.8

 

 

 

81.6

 

Interest income

 

 

 

0.2

 

 

 

0.2

 

Interest expense

 

 

 

(9.0

)

 

 

(11.7

)

Tax agreement expense

 

 

 

(10.5

)

 

 

29.0

 

Other, net

 

 

 

2.7

 

 

 

(0.3

)

Income tax expense

 

 

 

0.8

 

 

 

(13.6

)

Net income

 

 

 

$

18.0

 

 

 

$

85.3

 

 

12



 

Adjusted EBITDA by Segment

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Owned and Operated Mines

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

 

 

145.8

 

 

 

$

207.8

 

Depreciation and depletion

 

 

 

(72.2

)

 

 

(65.9

)

Accretion

 

 

 

(8.4

)

 

 

(6.7

)

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains (losses)

 

$

(0.5

)

 

 

$

0.3

 

 

 

Inclusion of cash amounts paid

 

0.7

 

 

 

 

 

 

Total derivative financial instruments

 

 

 

0.2

 

 

 

0.3

 

Other

 

 

 

(2.4

)

 

 

0.5

 

Operating income

 

 

 

63.0

 

 

 

136.0

 

 

 

 

 

 

 

 

 

 

 

Logistics and Related Activities

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

6.2

 

 

 

41.7

 

Derivative financial instruments:

 

 

 

 

 

 

 

 

 

Exclusion of fair value mark-to-market gains

 

26.1

 

 

 

19.1

 

 

 

Inclusion of cash amounts received

 

(6.4

)

 

 

(1.0

)

 

 

Total derivative financial instruments

 

 

 

19.7

 

 

 

18.1

 

Operating income

 

 

 

25.9

 

 

 

59.8

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

4.9

 

 

 

1.4

 

Depreciation and depletion

 

 

 

(3.4

)

 

 

(4.4

)

Accretion

 

 

 

(3.8

)

 

 

(2.6

)

Earnings from unconsolidated affiliates, net of tax

 

 

 

(0.5

)

 

 

(1.6

)

Operating loss

 

 

 

(3.1

)

 

 

(7.2

)

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

(0.4

)

 

 

(1.2

)

Operating loss

 

 

 

(0.4

)

 

 

(1.2

)

Consolidated operating income

 

 

 

85.5

 

 

 

187.4

 

Interest income

 

 

 

0.3

 

 

 

0.9

 

Interest expense

 

 

 

(29.8

)

 

 

(25.5

)

Tax agreement expense

 

 

 

(10.5

)

 

 

29.0

 

Other, net

 

 

 

2.5

 

 

 

(0.4

)

Income tax expense

 

 

 

(10.5

)

 

 

(47.5

)

Earnings from unconsolidated affiliates, net of tax

 

 

 

0.6

 

 

 

1.6

 

Net income

 

 

 

$

38.1

 

 

 

$

145.6

 

 

13



 

Tons Sold

 

 

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Year

 

Year

 

(in thousands)

 

2013

 

2013

 

2013

 

2012

 

2012

 

2012

 

2011

 

Mine

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Antelope

 

7,952

 

7,371

 

8,086

 

9,029

 

9,111

 

34,316

 

37,075

 

Cordero Rojo

 

10,054

 

8,359

 

9,231

 

9,970

 

10,201

 

39,205

 

39,456

 

Spring Creek

 

5,140

 

4,362

 

3,742

 

4,616

 

5,072

 

17,101

 

19,106

 

Decker (50% interest)

 

489

 

382

 

165

 

395

 

417

 

1,441

 

1,549

 

Total

 

23,635

 

20,473

 

21,224

 

24,009

 

24,802

 

92,063

 

97,186

 

 

14