Delaware
|
23-1128670
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
9540 South Maroon Circle, Suite 200
Englewood, CO
|
80112
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company.)
|
Smaller reporting company
|
o
|
|
|
PAGE
|
ITEM 1 -
|
||
ITEM 1 -
|
||
ITEM 2 -
|
||
ITEM 3 -
|
||
ITEM 4 -
|
||
ITEM 1 -
|
||
ITEM 1A -
|
||
ITEM 2 -
|
||
ITEM 4 -
|
||
ITEM 6 -
|
||
|
||
|
||
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,876
|
|
|
$
|
14,258
|
|
Receivables:
|
|
|
|
||||
Trade
|
136,720
|
|
|
143,052
|
|
||
Loan and lease receivables
|
9,258
|
|
|
10,493
|
|
||
Contractual third-party reclamation receivables
|
16,320
|
|
|
12,462
|
|
||
Other
|
14,497
|
|
|
19,923
|
|
||
|
176,795
|
|
|
185,930
|
|
||
Inventories
|
138,759
|
|
|
133,855
|
|
||
Deferred income taxes
|
15,181
|
|
|
13,083
|
|
||
Other current assets
|
13,567
|
|
|
13,645
|
|
||
Total current assets
|
380,178
|
|
|
360,771
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and mineral rights
|
504,353
|
|
|
500,226
|
|
||
Plant and equipment
|
1,006,901
|
|
|
956,112
|
|
||
|
1,511,254
|
|
|
1,456,338
|
|
||
Less accumulated depreciation, depletion and amortization
|
595,962
|
|
|
528,676
|
|
||
Net property, plant and equipment
|
915,292
|
|
|
927,662
|
|
||
Loan and lease receivables
|
58,627
|
|
|
73,180
|
|
||
Advanced coal royalties
|
18,725
|
|
|
17,508
|
|
||
Reclamation deposits
|
76,952
|
|
|
77,907
|
|
||
Restricted investments and bond collateral
|
128,167
|
|
|
164,389
|
|
||
Contractual third-party reclamation receivables, less current portion
|
99,040
|
|
|
104,021
|
|
||
Investment in joint venture
|
32,465
|
|
|
33,409
|
|
||
Intangible assets, net of accumulated amortization of $16.3 million and $15.3 million at June 30, 2015 and December 31, 2014, respectively
|
30,254
|
|
|
31,315
|
|
||
Other assets
|
37,906
|
|
|
39,416
|
|
||
Total Assets
|
$
|
1,777,606
|
|
|
$
|
1,829,578
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Liabilities and Shareholders’ Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
42,566
|
|
|
$
|
43,136
|
|
Revolving lines of credit
|
2,500
|
|
|
9,576
|
|
||
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade and other accrued liabilities
|
126,864
|
|
|
149,514
|
|
||
Interest payable
|
16,911
|
|
|
2,699
|
|
||
Production taxes
|
46,756
|
|
|
45,747
|
|
||
Workers’ compensation
|
661
|
|
|
671
|
|
||
Postretirement medical benefits
|
13,263
|
|
|
13,263
|
|
||
SERP
|
368
|
|
|
368
|
|
||
Deferred revenue
|
13,176
|
|
|
13,175
|
|
||
Asset retirement obligations
|
49,860
|
|
|
43,289
|
|
||
Other current liabilities
|
27,177
|
|
|
52,459
|
|
||
Total current liabilities
|
340,102
|
|
|
373,897
|
|
||
Long-term debt, less current installments
|
990,768
|
|
|
932,075
|
|
||
Workers’ compensation, less current portion
|
6,148
|
|
|
6,315
|
|
||
Excess of black lung benefit obligation over trust assets
|
11,638
|
|
|
11,252
|
|
||
Postretirement medical benefits, less current portion
|
293,340
|
|
|
293,156
|
|
||
Pension and SERP obligations, less current portion
|
44,925
|
|
|
49,779
|
|
||
Deferred revenue, less current portion
|
30,097
|
|
|
35,255
|
|
||
Asset retirement obligations, less current portion
|
401,403
|
|
|
409,456
|
|
||
Intangible liabilities, net of accumulated amortization of $14.0 million and $13.5 million at June 30, 2015 and December 31, 2014, respectively
|
4,004
|
|
|
4,538
|
|
||
Deferred income taxes
|
45,704
|
|
|
34,852
|
|
||
Other liabilities
|
32,268
|
|
|
28,448
|
|
||
Total liabilities
|
2,200,397
|
|
|
2,179,023
|
|
||
Shareholders’ deficit:
|
|
|
|
||||
Preferred stock of $1.00 par value
|
|
|
|
||||
Authorized 5,000,000 shares; no issued and outstanding shares at June 30, 2015 and 91,669 shares issued and outstanding at December 31, 2014
|
—
|
|
|
92
|
|
||
Common stock of $0.01 par value as of June 30, 2015 and $2.50 par value as of December 31, 2014
|
|
|
|
||||
Authorized 30,000,000 shares; issued and outstanding 17,952,320 shares at June 30, 2015 and 17,102,777 shares at December 31, 2014
|
180
|
|
|
42,756
|
|
||
Other paid-in capital
|
228,362
|
|
|
185,644
|
|
||
Accumulated other comprehensive loss
|
(145,686
|
)
|
|
(124,296
|
)
|
||
Accumulated deficit
|
(517,242
|
)
|
|
(468,902
|
)
|
||
Total Westmoreland Coal Company shareholders’ deficit
|
(434,386
|
)
|
|
(364,706
|
)
|
||
Noncontrolling interest
|
11,595
|
|
|
15,261
|
|
||
Total deficit
|
(422,791
|
)
|
|
(349,445
|
)
|
||
Total Liabilities and Deficit
|
$
|
1,777,606
|
|
|
$
|
1,829,578
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
348,959
|
|
|
$
|
287,956
|
|
|
$
|
720,444
|
|
|
$
|
468,159
|
|
Cost, expenses and other:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
285,480
|
|
|
248,389
|
|
|
587,189
|
|
|
387,019
|
|
||||
Depreciation, depletion and amortization
|
34,263
|
|
|
24,479
|
|
|
72,322
|
|
|
40,538
|
|
||||
Selling and administrative
|
28,508
|
|
|
28,709
|
|
|
55,228
|
|
|
42,040
|
|
||||
Heritage health benefit expenses
|
2,162
|
|
|
3,388
|
|
|
5,221
|
|
|
6,932
|
|
||||
Loss (gain) on sale/disposal of assets
|
784
|
|
|
(43
|
)
|
|
1,013
|
|
|
(5
|
)
|
||||
Restructuring charges
|
103
|
|
|
7,543
|
|
|
656
|
|
|
7,941
|
|
||||
Derivative loss
|
6,178
|
|
|
5,930
|
|
|
902
|
|
|
5,930
|
|
||||
Income from equity affiliates
|
(1,653
|
)
|
|
(799
|
)
|
|
(3,678
|
)
|
|
(799
|
)
|
||||
Other operating loss
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||
|
355,825
|
|
|
317,596
|
|
|
718,853
|
|
|
489,747
|
|
||||
Operating income (loss)
|
(6,866
|
)
|
|
(29,640
|
)
|
|
1,591
|
|
|
(21,588
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(25,304
|
)
|
|
(21,786
|
)
|
|
(50,039
|
)
|
|
(42,584
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(12,635
|
)
|
|
—
|
|
|
(12,635
|
)
|
||||
Interest income
|
2,567
|
|
|
1,582
|
|
|
4,707
|
|
|
1,884
|
|
||||
Gain (loss) on foreign exchange
|
(1,313
|
)
|
|
2,649
|
|
|
795
|
|
|
(4,141
|
)
|
||||
Other income
|
534
|
|
|
483
|
|
|
726
|
|
|
576
|
|
||||
|
(23,516
|
)
|
|
(29,707
|
)
|
|
(43,811
|
)
|
|
(56,900
|
)
|
||||
Loss before income taxes
|
(30,382
|
)
|
|
(59,347
|
)
|
|
(42,220
|
)
|
|
(78,488
|
)
|
||||
Income tax expense
|
7,469
|
|
|
3,807
|
|
|
9,509
|
|
|
3,697
|
|
||||
Net loss
|
(37,851
|
)
|
|
(63,154
|
)
|
|
(51,729
|
)
|
|
(82,185
|
)
|
||||
Less net loss attributable to noncontrolling interest
|
(1,246
|
)
|
|
—
|
|
|
(3,392
|
)
|
|
—
|
|
||||
Net loss attributable to Westmoreland Coal Company
|
(36,605
|
)
|
|
(63,154
|
)
|
|
(48,337
|
)
|
|
(82,185
|
)
|
||||
Less preferred stock dividend requirements
|
—
|
|
|
209
|
|
|
—
|
|
|
470
|
|
||||
Net loss applicable to common shareholders
|
$
|
(36,605
|
)
|
|
$
|
(63,363
|
)
|
|
$
|
(48,337
|
)
|
|
$
|
(82,655
|
)
|
Net loss per share applicable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(2.04
|
)
|
|
$
|
(4.19
|
)
|
|
$
|
(2.72
|
)
|
|
$
|
(5.52
|
)
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
17,926
|
|
|
15,136
|
|
|
17,775
|
|
|
14,962
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Net loss
|
$
|
(37,851
|
)
|
|
$
|
(63,154
|
)
|
|
$
|
(51,729
|
)
|
|
$
|
(82,185
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement plans:
|
|
|
|
|
|
|
|
||||||||
Amortization of accumulated actuarial gains or losses, pension
|
1,157
|
|
|
359
|
|
|
2,267
|
|
|
717
|
|
||||
Adjustments to accumulated actuarial losses and transition obligations, pension
|
(488
|
)
|
|
—
|
|
|
(285
|
)
|
|
—
|
|
||||
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit
|
327
|
|
|
5
|
|
|
654
|
|
|
10
|
|
||||
Tax effect of other comprehensive income gains
|
225
|
|
|
64
|
|
|
(350
|
)
|
|
(224
|
)
|
||||
Change in foreign currency translation adjustment
|
4,924
|
|
|
9,477
|
|
|
(22,216
|
)
|
|
9,477
|
|
||||
Unrealized and realized gains and losses on available-for-sale securities
|
(1,785
|
)
|
|
—
|
|
|
(1,460
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
4,360
|
|
|
9,905
|
|
|
(21,390
|
)
|
|
9,980
|
|
||||
Comprehensive loss attributable to the Parent company
|
$
|
(33,491
|
)
|
|
$
|
(53,249
|
)
|
|
$
|
(73,119
|
)
|
|
$
|
(72,205
|
)
|
|
Preferred Stock
|
|
Common Stock
|
|
Other
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Accumulated
Deficit
|
|
Non-controlling
Interest |
|
Total
Deficit
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
(In thousands, except shares data)
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2014
|
91,669
|
|
|
$
|
92
|
|
|
17,102,777
|
|
|
$
|
42,756
|
|
|
$
|
185,644
|
|
|
$
|
(124,296
|
)
|
|
$
|
(468,902
|
)
|
|
$
|
15,261
|
|
|
$
|
(349,445
|
)
|
Preferred dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
WMLP distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(274
|
)
|
|
(274
|
)
|
|||||||
Common stock issued as compensation
|
—
|
|
|
—
|
|
|
60,422
|
|
|
97
|
|
|
3,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,603
|
|
|||||||
Conversion and redemption of convertible notes and securities
|
(91,669
|
)
|
|
(92
|
)
|
|
604,557
|
|
|
1,511
|
|
|
(1,738
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
184,564
|
|
|
406
|
|
|
(3,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,234
|
)
|
|||||||
Change in par value of common stock from $2.50 to $0.01
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,590
|
)
|
|
44,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,337
|
)
|
|
(3,392
|
)
|
|
(51,729
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,390
|
)
|
|
—
|
|
|
—
|
|
|
(21,390
|
)
|
|||||||
Balance at June 30, 2015
|
—
|
|
|
$
|
—
|
|
|
17,952,320
|
|
|
$
|
180
|
|
|
$
|
228,362
|
|
|
$
|
(145,686
|
)
|
|
$
|
(517,242
|
)
|
|
$
|
11,595
|
|
|
$
|
(422,791
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(51,729
|
)
|
|
$
|
(82,185
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
72,322
|
|
|
40,538
|
|
||
Accretion of asset retirement obligation and receivable
|
14,112
|
|
|
9,288
|
|
||
Share-based compensation
|
3,646
|
|
|
2,445
|
|
||
Loss (gain) on sale/disposal of assets
|
1,013
|
|
|
(5
|
)
|
||
Non-cash interest expense
|
2,664
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
4,997
|
|
|
1,209
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
12,635
|
|
||
Loss on derivatives
|
902
|
|
|
5,930
|
|
||
Loss (gain) on foreign exchange
|
(795
|
)
|
|
4,141
|
|
||
Income from equity affiliates
|
(3,678
|
)
|
|
(799
|
)
|
||
Distributions from equity affiliates
|
2,289
|
|
|
730
|
|
||
Deferred income tax
|
10,265
|
|
|
3,854
|
|
||
Other
|
(1,470
|
)
|
|
89
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
1,283
|
|
|
(11,270
|
)
|
||
Inventories
|
(8,789
|
)
|
|
22,770
|
|
||
Accounts payable and accrued expenses
|
(1,560
|
)
|
|
8,538
|
|
||
Deferred revenue
|
(6,141
|
)
|
|
(8,424
|
)
|
||
Accrual for workers’ compensation
|
(1,269
|
)
|
|
(125
|
)
|
||
Asset retirement obligations
|
(10,914
|
)
|
|
(3,362
|
)
|
||
Other assets and liabilities
|
(15,098
|
)
|
|
4,576
|
|
||
Net cash provided by operating activities
|
12,050
|
|
|
10,573
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(38,554
|
)
|
|
(17,361
|
)
|
||
Change in restricted investments and bond collateral and reclamation deposits
|
(10,598
|
)
|
|
(30,517
|
)
|
||
Cash released from escrow for acquisition
|
34,000
|
|
|
—
|
|
||
Cash payments related to acquisitions and other
|
(35,887
|
)
|
|
(322,637
|
)
|
||
Cash acquired related to acquisitions
|
2,782
|
|
|
8,103
|
|
||
Proceeds from the sale of restricted investments
|
12,396
|
|
|
246
|
|
||
Payments related to loan and lease receivables
|
(2,466
|
)
|
|
(1,120
|
)
|
||
Receipts from loan and lease receivables
|
12,606
|
|
|
2,164
|
|
||
Other
|
1,193
|
|
|
131
|
|
||
Net cash used in investing activities
|
(24,528
|
)
|
|
(360,991
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Change in book overdrafts
|
2,256
|
|
|
1,605
|
|
||
Borrowings from long-term debt, net of debt premium
|
79,359
|
|
|
454,219
|
|
||
Repayments of long-term debt
|
(33,724
|
)
|
|
(97,538
|
)
|
||
Borrowings on revolving lines of credit
|
35,175
|
|
|
10,000
|
|
||
Repayments on revolving lines of credit
|
(42,251
|
)
|
|
(10,000
|
)
|
||
Debt issuance costs and other refinancing costs
|
(4,252
|
)
|
|
(27,053
|
)
|
||
Other
|
(596
|
)
|
|
(277
|
)
|
||
Net cash provided by financing activities
|
35,967
|
|
|
330,956
|
|
||
Effect of foreign exchange rates on cash
|
(1,871
|
)
|
|
(1,038
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
21,618
|
|
|
(20,500
|
)
|
||
Cash and cash equivalents, beginning of period
|
14,258
|
|
|
61,110
|
|
||
Cash and cash equivalents, end of period
|
$
|
35,876
|
|
|
$
|
40,610
|
|
Non-cash transactions:
|
|
|
|
||||
Accrued purchases of property and equipment
|
$
|
5,770
|
|
|
$
|
10,456
|
|
Capital leases and other financing sources
|
12,763
|
|
|
13,010
|
|
|
Provisional
as of
June 30,
2015
|
||
Purchase Price:
|
|
||
Cash paid - Initial payment
|
$
|
34.0
|
|
Cash received - Working capital adjustment
|
(1.6
|
)
|
|
Net cash consideration
|
$
|
32.4
|
|
|
|
||
Preliminary allocation of purchase price:
|
|
||
Assets:
|
|
||
Cash and cash equivalents
|
$
|
2.8
|
|
Inventories - materials and supplies
|
2.0
|
|
|
Other current assets
|
0.1
|
|
|
Total current assets
|
4.9
|
|
|
Land and mineral rights
|
13.5
|
|
|
Plant and equipment
|
24.7
|
|
|
Total Assets
|
43.1
|
|
|
Liabilities:
|
|
||
Trade payables and other accrued liabilities
|
(5.1
|
)
|
|
Asset retirement obligations
|
(1.0
|
)
|
|
Total current liabilities
|
(6.1
|
)
|
|
Asset retirement obligations, less current portion
|
(2.8
|
)
|
|
Other liabilities
|
(1.8
|
)
|
|
Total Liabilities
|
(10.7
|
)
|
|
Net fair value
|
$
|
32.4
|
|
|
Provisional
as of
June 30,
2015
|
||
Purchase Price:
|
|
||
Cash paid at closing
|
$
|
30.0
|
|
Contingent consideration
|
3.5
|
|
|
Fair value of outstanding WMLP units
(1)
|
10.8
|
|
|
Total purchase consideration
|
$
|
44.3
|
|
|
|
||
Preliminary allocation of purchase price:
|
|
||
Assets:
|
|
||
Trade receivables and other
|
$
|
22.5
|
|
Inventories - materials and supplies
|
7.4
|
|
|
Inventories - coal
|
6.6
|
|
|
Other current assets
|
1.3
|
|
|
Total current assets
|
37.8
|
|
|
Land and mineral rights
|
39.5
|
|
|
Plant and equipment
|
134.0
|
|
|
Advanced coal royalties
|
9.2
|
|
|
Restricted investments and bond collateral
|
10.6
|
|
|
Intangible assets
|
31.0
|
|
|
Other assets
|
0.2
|
|
|
Total Assets
|
262.3
|
|
|
Liabilities:
|
|
||
Trade payables and other accrued liabilities
|
(19.1
|
)
|
|
Asset retirement obligations
|
(7.8
|
)
|
|
Other current liabilities
|
(4.0
|
)
|
|
Total current liabilities
|
(30.9
|
)
|
|
Long-term debt, less current installments
|
(160.1
|
)
|
|
Asset retirement obligations, less current portion
|
(23.9
|
)
|
|
Warrants
|
(2.0
|
)
|
|
Other liabilities
|
(1.1
|
)
|
|
Total Liabilities
|
(218.0
|
)
|
|
Net Assets
|
44.3
|
|
|
Non-controlling Interest
|
(10.8
|
)
|
|
Invested Equity
|
$
|
33.5
|
|
|
Final
as of
December 31,
2014
|
||
Purchase Price:
|
|
||
Cash paid - Initial payment
|
$
|
282.8
|
|
Cash paid - Working capital adjustment
|
39.8
|
|
|
Total cash consideration
|
$
|
322.6
|
|
|
|
||
Allocation of purchase price:
|
|
||
Assets:
|
|
||
Cash and cash equivalents
|
$
|
26.2
|
|
Receivables
|
78.1
|
|
|
Inventories - materials and supplies
|
52.0
|
|
|
Inventories - coal
|
79.8
|
|
|
Loan and lease receivables
|
11.2
|
|
|
Deferred tax assets
|
8.2
|
|
|
Other current assets
|
3.4
|
|
|
Total current assets
|
258.9
|
|
|
Land and mineral rights
|
202.6
|
|
|
Plant and equipment
|
114.8
|
|
|
Loan and lease receivables
|
79.1
|
|
|
Contractual third-party reclamation receivables, less current portion
|
6.8
|
|
|
Investment in joint venture
|
36.0
|
|
|
Intangible assets
|
37.0
|
|
|
Other assets
|
8.7
|
|
|
Total Assets
|
743.9
|
|
|
Liabilities:
|
|
||
Current installments of long-term debt
|
(36.3
|
)
|
|
Trade payables and other accrued liabilities
|
(136.1
|
)
|
|
Asset retirement obligations
|
(7.8
|
)
|
|
Total current liabilities
|
(180.2
|
)
|
|
Long-term debt, less current installments
|
(86.3
|
)
|
|
Asset retirement obligations, less current portion
|
(122.9
|
)
|
|
Deferred tax liabilities
|
(31.9
|
)
|
|
Total Liabilities
|
(421.3
|
)
|
|
Net fair value
|
$
|
322.6
|
|
(In thousands, except per share data)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2014
|
|
2014
|
||||
Total Revenues
|
|
|
|
||||
As reported
|
$
|
287,956
|
|
|
$
|
468,159
|
|
Pro forma (unaudited)
|
$
|
435,933
|
|
|
$
|
901,726
|
|
|
|
|
|
|
|||
Operating Income
|
|
|
|
||||
As reported
|
$
|
(29,640
|
)
|
|
$
|
(21,588
|
)
|
Pro forma (unaudited)
|
$
|
(43,648
|
)
|
|
$
|
(7,473
|
)
|
|
|
|
|
||||
Net loss applicable to common shareholders
|
|
|
|
||||
As reported
|
$
|
(63,363
|
)
|
|
$
|
(82,655
|
)
|
Pro forma (unaudited)
|
$
|
(65,836
|
)
|
|
$
|
(64,455
|
)
|
|
|
|
|
||||
Net loss per share applicable to common shareholders
|
|
|
|
||||
As reported
|
$
|
(4.19
|
)
|
|
$
|
(5.52
|
)
|
Pro forma (unaudited)
|
$
|
(4.35
|
)
|
|
$
|
(4.31
|
)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Coal stockpiles
|
$
|
45,504
|
|
|
$
|
41,795
|
|
Coal fuel inventories
|
9,541
|
|
|
6,531
|
|
||
Materials and supplies
|
86,705
|
|
|
88,584
|
|
||
Reserve for obsolete inventory
|
(2,991
|
)
|
|
(3,055
|
)
|
||
Total
|
$
|
138,759
|
|
|
$
|
133,855
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Coal - U.S. Segment:
|
|
|
|
||||
Reclamation bond collateral:
|
|
|
|
||||
Kemmerer Mine
|
$
|
25,271
|
|
|
$
|
25,282
|
|
Absaloka Mine
|
11,798
|
|
|
11,781
|
|
||
Rosebud Mine
|
3,145
|
|
|
3,145
|
|
||
Beulah Mine
|
1,270
|
|
|
1,270
|
|
||
Buckingham acquisition escrow
|
—
|
|
|
34,000
|
|
||
Coal - Canada Segment:
|
|
|
|
||||
Reclamation bond collateral - PMRU
|
18,214
|
|
|
18,199
|
|
||
Reclamation bond collateral - CVRI
|
31,869
|
|
|
31,866
|
|
||
Coal - WMLP Segment:
|
|
|
|
||||
Reclamation bond collateral - WMLP
|
8,320
|
|
|
10,634
|
|
||
Power Segment:
|
|
|
|
||||
Power contract collateral
|
12,600
|
|
|
12,600
|
|
||
Corporate Segment:
|
|
|
|
||||
Postretirement medical benefit bonds
|
8,829
|
|
|
8,780
|
|
||
Workers’ compensation bonds
|
6,851
|
|
|
6,832
|
|
||
Total restricted investments and bond collateral
|
$
|
128,167
|
|
|
$
|
164,389
|
|
|
Carrying Value
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||
|
(In thousands)
|
|
|
||||||
Cash and cash equivalents
|
$
|
92,718
|
|
|
$
|
92,718
|
|
|
Level 1
|
Time deposits
|
2,455
|
|
|
2,455
|
|
|
Level 1
|
||
Available-for-sale
|
32,994
|
|
|
32,994
|
|
|
Level 1
|
||
|
$
|
128,167
|
|
|
$
|
128,167
|
|
|
|
Cost basis
|
$
|
33,814
|
|
Gross unrealized holding gains
|
230
|
|
|
Gross unrealized holding losses
|
(1,050
|
)
|
|
Fair value
|
$
|
32,994
|
|
|
Cost Basis
|
|
Fair Value
|
||||
|
(In thousands)
|
||||||
Due within one year
|
$
|
1,128
|
|
|
$
|
1,068
|
|
Due in five years or less
|
15,135
|
|
|
14,832
|
|
||
Due after five years to ten years
|
4,356
|
|
|
4,125
|
|
||
Due in more than ten years
|
13,195
|
|
|
12,969
|
|
||
|
$
|
33,814
|
|
|
$
|
32,994
|
|
5.
|
RESTRUCTURING CHARGES
|
Restructure Liability as of
|
|
|
|
|
|
Restructure Liability as of
|
||||||||
December 31, 2014
|
|
Restructuring Charges
|
|
Restructuring Payments
|
|
June 30, 2015
|
||||||||
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Restructure Liability as of
|
|
|
|
|
|
Restructure Liability as of
|
||||||||
December 31, 2014
|
|
Restructuring Charges
|
|
Restructuring Payments
|
|
June 30, 2015
|
||||||||
$
|
8.8
|
|
|
$
|
0.7
|
|
|
$
|
7.1
|
|
|
$
|
2.4
|
|
|
Total Debt Outstanding
|
||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
8.75% Notes due 2022
|
$
|
350,000
|
|
|
$
|
350,000
|
|
WCC Term Loan Facility due 2020
|
422,875
|
|
|
350,000
|
|
||
WMLP Term Loan Facility due 2018
|
175,838
|
|
|
175,000
|
|
||
Capital lease obligations
|
89,862
|
|
|
109,351
|
|
||
Revolving line of credit
|
2,500
|
|
|
9,576
|
|
||
Other
|
8,876
|
|
|
4,062
|
|
||
Debt discount
|
(14,117
|
)
|
|
(13,202
|
)
|
||
Total debt outstanding
|
1,035,834
|
|
|
984,787
|
|
||
Less current installments
|
(45,066
|
)
|
|
(52,712
|
)
|
||
Total debt outstanding, less current installments
|
$
|
990,768
|
|
|
$
|
932,075
|
|
|
As of June 30, 2015
|
||
|
(In thousands)
|
||
2015
|
$
|
25,074
|
|
2016
|
41,322
|
|
|
2017
|
32,151
|
|
|
2018
|
187,299
|
|
|
2019
|
9,066
|
|
|
Thereafter
|
755,039
|
|
|
Total
|
1,049,951
|
|
|
Less: debt discount
|
(14,117
|
)
|
|
Total debt
|
$
|
1,035,834
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1,054
|
|
|
$
|
822
|
|
|
$
|
2,108
|
|
|
$
|
1,645
|
|
Interest cost
|
2,907
|
|
|
3,203
|
|
|
5,815
|
|
|
6,407
|
|
||||
Amortization of deferred items
|
327
|
|
|
4
|
|
|
654
|
|
|
9
|
|
||||
Total net periodic benefit cost
|
$
|
4,288
|
|
|
$
|
4,029
|
|
|
$
|
8,577
|
|
|
$
|
8,061
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Former mining operations
|
$
|
2,034
|
|
|
$
|
2,402
|
|
|
$
|
4,068
|
|
|
$
|
4,807
|
|
Current operations
|
2,254
|
|
|
1,627
|
|
|
4,509
|
|
|
3,254
|
|
||||
Total net periodic benefit cost
|
$
|
4,288
|
|
|
$
|
4,029
|
|
|
$
|
8,577
|
|
|
$
|
8,061
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
376
|
|
|
$
|
500
|
|
|
$
|
882
|
|
|
$
|
1,000
|
|
Interest cost
|
1,971
|
|
|
1,638
|
|
|
3,957
|
|
|
3,384
|
|
||||
Expected return on plan assets
|
(2,680
|
)
|
|
(2,154
|
)
|
|
(5,319
|
)
|
|
(4,307
|
)
|
||||
Settlements
|
(347
|
)
|
|
—
|
|
|
(347
|
)
|
|
—
|
|
||||
Amortization of deferred items
|
1,140
|
|
|
359
|
|
|
2,250
|
|
|
719
|
|
||||
Total net periodic pension cost
|
$
|
460
|
|
|
$
|
343
|
|
|
$
|
1,423
|
|
|
$
|
796
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Health care benefits
|
$
|
2,049
|
|
|
$
|
2,376
|
|
|
$
|
4,097
|
|
|
$
|
4,650
|
|
Combined benefit fund payments
|
462
|
|
|
512
|
|
|
925
|
|
|
1,025
|
|
||||
Workers’ compensation benefits
|
112
|
|
|
124
|
|
|
222
|
|
|
260
|
|
||||
Black lung benefits
|
(461
|
)
|
|
376
|
|
|
(23
|
)
|
|
997
|
|
||||
Total
|
$
|
2,162
|
|
|
$
|
3,388
|
|
|
$
|
5,221
|
|
|
$
|
6,932
|
|
9.
|
ASSET RETIREMENT OBLIGATIONS, CONTRACTUAL THIRD-PARTY RECLAMATION RECEIVABLE AND RECLAMATION DEPOSITS
|
|
Asset
Retirement
Obligation
|
|
Contractual
Third-Party
Reclamation
Receivable
|
|
Reclamation
Deposits
|
||||||
|
(In thousands)
|
||||||||||
Coal - U.S.
|
$
|
296,067
|
|
|
$
|
109,223
|
|
|
$
|
76,952
|
|
Coal - Canada
|
121,312
|
|
|
6,137
|
|
|
—
|
|
|||
Coal - WMLP
|
32,886
|
|
|
—
|
|
|
—
|
|
|||
Power
|
998
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
451,263
|
|
|
$
|
115,360
|
|
|
$
|
76,952
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Asset retirement obligations, beginning of year (including current portion)
|
$
|
452,745
|
|
|
$
|
279,864
|
|
Accretion
|
19,452
|
|
|
14,003
|
|
||
Liabilities settled
|
(17,484
|
)
|
|
(10,250
|
)
|
||
Changes due to amount and timing of reclamation
|
1,769
|
|
|
—
|
|
||
Asset retirement obligations acquired
|
3,769
|
|
|
102,075
|
|
||
Changes due to foreign currency translation
|
(8,988
|
)
|
|
3,692
|
|
||
Asset retirement obligations, end of period
|
451,263
|
|
|
389,384
|
|
||
Less current portion
|
(49,860
|
)
|
|
(31,131
|
)
|
||
Asset retirement obligations, less current portion
|
$
|
401,403
|
|
|
$
|
358,253
|
|
|
Carrying Value
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||
|
(In thousands)
|
|
|
||||||
Cash and cash equivalents
|
$
|
43,725
|
|
|
$
|
43,725
|
|
|
Level 1
|
Available-for-sale securities
|
33,227
|
|
|
33,227
|
|
|
Level 1
|
||
|
$
|
76,952
|
|
|
$
|
76,952
|
|
|
|
Cost basis
|
$
|
33,454
|
|
Gross unrealized holding gains
|
617
|
|
|
Gross unrealized holding losses
|
(844
|
)
|
|
Fair value
|
$
|
33,227
|
|
|
Cost Basis
|
|
Fair Value
|
||||
|
(In thousands)
|
||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
Due in five years or less
|
18,393
|
|
|
18,425
|
|
||
Due after five years to ten years
|
6,118
|
|
|
5,839
|
|
||
Due in more than ten years
|
8,943
|
|
|
8,963
|
|
||
|
$
|
33,454
|
|
|
$
|
33,227
|
|
Derivative Instruments
|
|
Balance Sheet Location
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Contracts to purchase power
|
|
Other current liabilities
|
|
$
|
7,921
|
|
|
$
|
8,265
|
|
Contracts to purchase power
|
|
Other liabilities
|
|
26,469
|
|
|
21,103
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Derivative Instruments
|
|
Statement of
Operations Location
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Canadian dollar foreign exchange forward contracts
|
|
Gain (loss) on foreign exchange
|
|
$
|
—
|
|
|
$
|
581
|
|
|
$
|
—
|
|
|
$
|
(6,209
|
)
|
Contracts to purchase power
|
|
Derivative loss
|
|
(6,178
|
)
|
|
(5,930
|
)
|
|
(902
|
)
|
|
(5,930
|
)
|
•
|
Level 1, defined as observable inputs such as quoted prices in active markets for identical assets.
|
•
|
Level 2, defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
Fixed Interest Rate
|
|
Variable Interest Rate
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
December 31, 2014
|
$
|
345,498
|
|
|
$
|
348,250
|
|
|
$
|
341,300
|
|
|
$
|
344,750
|
|
June 30, 2015
|
$
|
345,736
|
|
|
$
|
329,000
|
|
|
$
|
413,022
|
|
|
$
|
412,303
|
|
|
Pension
|
|
Postretirement
medical benefits |
|
Unrealized gains and losses on available-for-sale
securities, net |
|
Foreign currency translation adjustment
|
|
Tax effect of
other
comprehensive
income gains
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance at December 31, 2014
|
$
|
(36,065
|
)
|
|
$
|
(39,716
|
)
|
|
$
|
413
|
|
|
$
|
(17,880
|
)
|
|
$
|
(31,048
|
)
|
|
$
|
(124,296
|
)
|
Other comprehensive income (loss) before reclassifications
|
(285
|
)
|
|
—
|
|
|
(1,584
|
)
|
|
(22,216
|
)
|
|
(350
|
)
|
|
(24,435
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
2,267
|
|
|
654
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
3,045
|
|
||||||
Balance at June 30, 2015
|
$
|
(34,083
|
)
|
|
$
|
(39,062
|
)
|
|
$
|
(1,047
|
)
|
|
$
|
(40,096
|
)
|
|
$
|
(31,398
|
)
|
|
$
|
(145,686
|
)
|
Details about accumulated other comprehensive loss components
|
|
Amount reclassified from accumulated other
comprehensive loss
1
|
|
Affected line item
in the statement
where net loss is presented
|
||||||
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
|
||||||
Available-for sale securities
|
|
|
|
|
|
|
||||
Realized gains and losses on available-for sale securities
|
|
$
|
110
|
|
|
$
|
124
|
|
|
Other income (loss)
|
|
|
|
|
|
|
|
||||
Amortization of defined benefit pension items
|
|
|
|
|
|
|
||||
Prior service costs
|
|
$
|
2
|
|
|
$
|
4
|
|
|
|
Actuarial losses
|
|
1,155
|
|
|
2,263
|
|
|
2
|
||
Total
|
|
$
|
1,157
|
|
|
$
|
2,267
|
|
|
|
Amortization of postretirement medical items
|
|
|
|
|
|
|
||||
Prior service costs
|
|
$
|
(159
|
)
|
|
$
|
(318
|
)
|
|
3
|
Actuarial losses
|
|
486
|
|
|
972
|
|
|
3
|
||
Total
|
|
$
|
327
|
|
|
$
|
654
|
|
|
|
(1)
|
Amounts in parentheses indicate debits to income/loss.
|
(2)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. (See Note 7 - Pension for additional details)
|
(3)
|
These accumulated other comprehensive loss components are included in the computation of net periodic postretirement medical cost. (See Note 7 - Postretirement Medical Benefits for additional details)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Recognition of fair value of restricted stock units, stock options and SARs over vesting period; and issuance of stock
|
$
|
1,161
|
|
|
$
|
1,388
|
|
|
$
|
1,824
|
|
|
$
|
2,116
|
|
Contributions of stock to the Company’s 401(k) plan
|
963
|
|
|
329
|
|
|
1,822
|
|
|
329
|
|
||||
Total share-based compensation expense
|
$
|
2,124
|
|
|
$
|
1,717
|
|
|
$
|
3,646
|
|
|
$
|
2,445
|
|
|
Units
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Unamortized
Compensation
Expense
(In thousands)
|
|
|||||
Non-vested at December 31, 2014
|
409,362
|
|
|
$
|
13.87
|
|
|
|
|
||
Granted
|
262,555
|
|
|
28.26
|
|
|
|
|
|||
Vested
|
(247,528
|
)
|
|
10.53
|
|
|
|
|
|||
Forfeited
|
(60,241
|
)
|
|
10.57
|
|
|
|
|
|||
Non-vested at June 30, 2015
|
364,148
|
|
|
$
|
28.57
|
|
|
$
|
8,750
|
|
(1)
|
(1)
|
Expected to be recognized over the next
three years
.
|
|
Stock Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life
(In years)
|
|
Aggregate Intrinsic
Value
(In thousands)
|
|
Unamortized
Compensation
Expense
(In thousands)
|
|||||||
Outstanding at December 31, 2014
|
110,806
|
|
|
$
|
22.15
|
|
|
|
|
|
|
|
||||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Outstanding and exercisable at June 30, 2015
|
110,806
|
|
|
$
|
22.15
|
|
|
2.7
|
|
$
|
—
|
|
|
$
|
—
|
|
|
SARs
|
|
Weighted
Average Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life
(In years)
|
|
Aggregate Intrinsic
Value
(In thousands)
|
|
Unamortized
Compensation
Expense
(In thousands)
|
|||||||
Outstanding at December 31, 2014
|
16,943
|
|
|
$
|
25.44
|
|
|
|
|
|
|
|
||||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Outstanding and exercisable at June 30, 2015
|
16,943
|
|
|
$
|
25.44
|
|
|
0.9
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||||||
Convertible securities
|
—
|
|
|
654
|
|
|
—
|
|
|
654
|
|
Restricted stock units, stock options and SARs
|
492
|
|
|
674
|
|
|
492
|
|
|
674
|
|
Total shares excluded from diluted shares calculation
|
492
|
|
|
1,328
|
|
|
492
|
|
|
1,328
|
|
|
Coal -
U.S.
(1)
|
|
Coal - Canada
(2)
|
|
Coal - WMLP
(3)
|
|
Power
|
|
Heritage
|
|
Corporate and Eliminations
(4)
|
|
Consolidated
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
$
|
170,138
|
|
|
$
|
106,162
|
|
|
$
|
59,515
|
|
|
$
|
21,334
|
|
|
$
|
—
|
|
|
$
|
(8,190
|
)
|
|
$
|
348,959
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||||
Depreciation, depletion, and amortization
|
13,655
|
|
|
8,611
|
|
|
9,563
|
|
|
2,476
|
|
|
—
|
|
|
(42
|
)
|
|
34,263
|
|
|||||||
Operating income (loss)
|
404
|
|
|
9,524
|
|
|
(539
|
)
|
|
(9,035
|
)
|
|
(2,400
|
)
|
|
(4,820
|
)
|
|
(6,866
|
)
|
|||||||
Total assets
|
712,824
|
|
|
593,045
|
|
|
290,023
|
|
|
170,126
|
|
|
16,241
|
|
|
(4,653
|
)
|
|
1,777,606
|
|
|||||||
Capital expenditures
|
10,255
|
|
|
9,879
|
|
|
4,864
|
|
|
528
|
|
|
—
|
|
|
1
|
|
|
25,527
|
|
|||||||
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
$
|
150,107
|
|
|
$
|
116,046
|
|
|
$
|
—
|
|
|
$
|
21,803
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287,956
|
|
Restructuring charges
|
491
|
|
|
6,646
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
305
|
|
|
7,543
|
|
|||||||
Depreciation, depletion, and amortization
|
13,283
|
|
|
8,671
|
|
|
—
|
|
|
2,486
|
|
|
—
|
|
|
39
|
|
|
24,479
|
|
|||||||
Operating income (loss)
|
(423
|
)
|
|
(12,709
|
)
|
|
—
|
|
|
(9,473
|
)
|
|
(3,559
|
)
|
|
(3,476
|
)
|
|
(29,640
|
)
|
|||||||
Total assets
|
670,375
|
|
|
687,185
|
|
|
—
|
|
|
165,763
|
|
|
15,664
|
|
|
44,734
|
|
|
1,583,721
|
|
|||||||
Capital expenditures
|
6,533
|
|
|
7,495
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
63
|
|
|
14,311
|
|
|||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
$
|
366,528
|
|
|
$
|
209,405
|
|
|
$
|
127,082
|
|
|
$
|
41,984
|
|
|
$
|
—
|
|
|
$
|
(24,555
|
)
|
|
$
|
720,444
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
656
|
|
|||||||
Depreciation, depletion, and amortization
|
27,741
|
|
|
19,876
|
|
|
19,743
|
|
|
4,962
|
|
|
—
|
|
|
—
|
|
|
72,322
|
|
|||||||
Operating income (loss)
|
11,669
|
|
|
19,388
|
|
|
(5,056
|
)
|
|
(8,618
|
)
|
|
(5,749
|
)
|
|
(10,043
|
)
|
|
1,591
|
|
|||||||
Total assets
|
712,824
|
|
|
593,045
|
|
|
290,023
|
|
|
170,126
|
|
|
16,241
|
|
|
(4,653
|
)
|
|
1,777,606
|
|
|||||||
Capital expenditures
|
20,654
|
|
|
13,928
|
|
|
6,434
|
|
|
1,107
|
|
|
—
|
|
|
(3,569
|
)
|
|
38,554
|
|
|||||||
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues
|
$
|
308,298
|
|
|
$
|
116,046
|
|
|
$
|
—
|
|
|
$
|
43,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
468,159
|
|
Restructuring charges
|
491
|
|
|
6,646
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
305
|
|
|
7,941
|
|
|||||||
Depreciation, depletion, and amortization
|
26,780
|
|
|
8,671
|
|
|
—
|
|
|
5,009
|
|
|
—
|
|
|
78
|
|
|
40,538
|
|
|||||||
Operating income (loss)
|
12,275
|
|
|
(12,709
|
)
|
|
—
|
|
|
(7,731
|
)
|
|
(7,389
|
)
|
|
(6,034
|
)
|
|
(21,588
|
)
|
|||||||
Total assets
|
670,375
|
|
|
687,185
|
|
|
—
|
|
|
165,763
|
|
|
15,664
|
|
|
44,734
|
|
|
1,583,721
|
|
|||||||
Capital expenditures
|
9,586
|
|
|
7,495
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
25
|
|
|
17,361
|
|
(1)
|
The Buckingham Acquisition was completed on January 1, 2015. For the
three and six months ended
June 30, 2015
, revenues for Buckingham were
$15.4 million
and
$45.5 million
and operating loss was
$2.3 million
and
$1.4 million
, respectively.
|
(2)
|
The Canadian Operations were acquired on April 28, 2014, therefore, information for the
three and six months ended
June 30, 2014
includes approximately two months of operations.
|
(3)
|
The operations reported under the segment Coal - WMLP were acquired on December 31, 2014, therefore, there is no activity for the
three and six months ended
June 30, 2014
.
|
(4)
|
The Coal - WMLP segment recorded revenues of
$6.6 million
and
$21.1 million
for intersegment revenues to the Coal - U.S. segment for the
three and six months ended
June 30, 2015
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Income (loss) from operations
|
$
|
(6,866
|
)
|
|
$
|
(29,640
|
)
|
|
$
|
1,591
|
|
|
$
|
(21,588
|
)
|
Loss on extinguishment of debt
|
—
|
|
|
(12,635
|
)
|
|
—
|
|
|
(12,635
|
)
|
||||
Interest expense
|
(25,304
|
)
|
|
(21,786
|
)
|
|
(50,039
|
)
|
|
(42,584
|
)
|
||||
Interest income
|
2,567
|
|
|
1,582
|
|
|
4,707
|
|
|
1,884
|
|
||||
Gain (loss) on foreign exchange
|
(1,313
|
)
|
|
2,649
|
|
|
795
|
|
|
(4,141
|
)
|
||||
Other income
|
534
|
|
|
483
|
|
|
726
|
|
|
576
|
|
||||
Loss before income taxes
|
$
|
(30,382
|
)
|
|
$
|
(59,347
|
)
|
|
$
|
(42,220
|
)
|
|
$
|
(78,488
|
)
|
ITEM 2
|
—
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
our ability to effectively manage WMLP;
|
•
|
our efforts to effectively integrate the operations we acquired in the Canadian Acquisition with our existing business and our ability to manage our expanded operations following the acquisition;
|
•
|
our ability to realize growth opportunities and cost synergies as a result of the addition of our Canadian Operations;
|
•
|
our substantial level of indebtedness and our ability to adhere to financial covenants related to our borrowing arrangements;
|
•
|
the ability of our hedging arrangement with respect to our ROVA facility to generate free cash flow due to the fully hedged position through March 2019;
|
•
|
changes in our post-retirement medical benefit and pension obligations and the impact of the recently enacted healthcare legislation on our employee health benefit costs;
|
•
|
inaccuracies in our estimates of our coal reserves;
|
•
|
the effect of consummating financing, acquisition or disposition transactions;
|
•
|
our potential inability to expand or continue current coal operations due to limitations in obtaining bonding capacity for new mining permits, and/or increases in our mining costs as a result of increased bonding expenses;
|
•
|
the effect of prolonged maintenance or unplanned outages at our operations or those of our major power generating customers;
|
•
|
the inability to control costs, recognize favorable tax credits and/or receive adequate train traffic at our open market mine operations;
|
•
|
competition within our industry and with producers of competing energy sources;
|
•
|
our relationships with, and other conditions affecting, our customers;
|
•
|
the availability and costs of key supplies or commodities, such as diesel fuel, steel and explosives;
|
•
|
potential title defects or loss of leasehold interests in our properties, which could result in unanticipated costs or an inability to mine the properties;
|
•
|
the effect of legal and administrative proceedings, settlements, investigations and claims, including any related to citations and orders issued by regulatory authorities, and the availability of related insurance coverage;
|
•
|
existing and future legislation and regulation affecting both our coal mining operations and our customers’ coal usage, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases;
|
•
|
the effect of the Environmental Protection Agency’s and Canadian and provincial governments’ inquiries and regulations on the operations of the power plants to which we provide coal; and
|
•
|
other factors that are described in “Risk Factors” in our
2014
Form 10-K and any subsequent quarterly filing on Form 10-Q.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Derivative loss
|
$
|
(6,178
|
)
|
|
$
|
(5,930
|
)
|
|
$
|
(902
|
)
|
|
$
|
(5,930
|
)
|
Gain (loss) on foreign exchange
|
(1,313
|
)
|
|
2,649
|
|
|
795
|
|
|
(4,141
|
)
|
||||
Restructuring charges
|
(103
|
)
|
|
(7,543
|
)
|
|
(656
|
)
|
|
(7,941
|
)
|
||||
Acquisition and transition costs
|
—
|
|
|
(20,175
|
)
|
|
—
|
|
|
(20,463
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
(12,635
|
)
|
|
—
|
|
|
(12,635
|
)
|
||||
Incremental interest incurred before close of Canadian Acquisition
|
—
|
|
|
(5,047
|
)
|
|
—
|
|
|
(11,191
|
)
|
||||
Canadian Acquisition bridge facility commitment fee
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,875
|
)
|
||||
Impact (pre-tax)
|
$
|
(7,594
|
)
|
|
$
|
(48,681
|
)
|
|
$
|
(763
|
)
|
|
$
|
(67,176
|
)
|
•
|
We recorded $6.2 million and $0.9 million of derivative losses related to ROVA’s purchased-power contracts for the three and six months ended June 30, 2015, respectively.
|
•
|
We recorded a $1.3 million loss and $0.8 million gain on foreign exchange for the three and six months ended June 30, 2015, respectively, due to currency fluctuations.
|
•
|
We recorded $0.1 million and $0.7 million of restructuring charges for the three and six months ended June 30, 2015, respectively, related to the WMLP Transactions that are included in
Restructuring charges
.
|
•
|
We recorded $20.2 million and $20.5 million of acquisition and transition costs for the three and six months ended June 30, 2014, respectively, as a result of our Canadian Acquisition, which includes the impact on cost of sales related to the sale of inventory written up to fair value in the acquisition.
|
•
|
We recorded $12.6 million of loss on extinguishment of debt for the three and six months ended June 30, 2014 related to the payoff of the term debt held by Westmoreland Mining LLC. This loss included an $11.6 million make-whole payment with the remaining loss due to the write-off of unamortized debt issuance costs.
|
•
|
We recorded $7.5 million and $7.9 million of restructuring charges for the three and six months ended June 30, 2014, respectively, related to a restructuring plan in order to reduce our overall cost structure. Most of the restructuring charges related to our Canadian Operations and included termination benefits and outplacement costs.
|
•
|
We recorded $5.9 million of derivative losses for the three and six months ended June 30, 2014 related to ROVA's purchased power contract.
|
•
|
We recorded $5.0 million and $11.2 million of incremental interest expense for the three and six months ended June 30, 2014, respectively, related to our issuance of $425 million aggregate principal amount of senior notes in connection with the Canadian Acquisition (the “Redeemed Notes”), which were redeemed in December 2014 in connection with our issuance of the 8.75% Notes. This incremental interest represents interest expense from the February 7, 2014 closing date of the Redeemed Notes to the April 28, 2014 closing date of the Canadian Acquisition.
|
•
|
We recorded a $2.6 million gain on foreign exchange for the three months ended June 30, 2014 and a $4.1 million loss on foreign exchange for the six months ended June 30, 2014. The majority of this gain and loss relates to two foreign currency exchange forward contracts to purchase Canadian Dollars in order to hedge a portion of our exposure to fluctuating rates of exchange on Canadian Dollar-denominated Canadian Acquisition cash flows.
|
•
|
We recorded $4.9 million of interest expense for the six months ended June 30, 2014 related to the Canadian Acquisition bridge facility. Upon closing of a $425 million private offering, our bridge facility commitment expired unexercised and as a result; the related commitment fee of $4.9 million was expensed and is included in
Interest expense.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Revenues
|
$
|
349.0
|
|
|
$
|
288.0
|
|
|
$
|
61.0
|
|
|
21.2
|
%
|
Net loss applicable to common shareholders
|
(36.6
|
)
|
|
(63.4
|
)
|
|
26.8
|
|
|
(42.3
|
)%
|
|||
Adjusted EBITDA
(1)
|
55.3
|
|
|
39.6
|
|
|
15.7
|
|
|
39.6
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands, except per ton data)
|
|||||||||||||
Revenues
|
$
|
170,138
|
|
|
$
|
150,107
|
|
|
$
|
20,031
|
|
|
13.3
|
%
|
Operating income (loss)
|
404
|
|
|
(423
|
)
|
|
827
|
|
|
(195.5
|
)%
|
|||
Adjusted EBITDA
(1)
|
18,694
|
|
|
24,039
|
|
|
(5,345
|
)
|
|
(22.2
|
)%
|
|||
Tons sold—millions of equivalent tons
|
6.4
|
|
|
6.4
|
|
|
—
|
|
|
—
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
Increase / (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands, except per ton data)
|
|||||||||||||
Revenues
|
$
|
106,162
|
|
|
$
|
116,046
|
|
|
$
|
(9,884
|
)
|
|
(8.5
|
)%
|
Operating income (loss)
|
9,524
|
|
|
(12,709
|
)
|
|
22,233
|
|
|
(174.9
|
)%
|
|||
Adjusted EBITDA
(1)
|
32,915
|
|
|
21,988
|
|
|
10,927
|
|
|
49.7
|
%
|
|||
Tons sold—millions of equivalent tons
|
5.9
|
|
|
4.1
|
|
|
1.8
|
|
|
43.9
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Three Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per ton data)
|
||||||
Revenues
|
$
|
59,515
|
|
|
$
|
—
|
|
Operating income (loss)
|
(539
|
)
|
|
—
|
|
||
Adjusted EBITDA
(1)
|
10,667
|
|
|
—
|
|
||
Tons sold—millions of equivalent tons
|
1.0
|
|
|
—
|
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|||||||||||||
Revenues
|
$
|
21,334
|
|
|
$
|
21,803
|
|
|
$
|
(469
|
)
|
|
(2.2
|
)%
|
Operating income (loss)
|
(9,035
|
)
|
|
(9,473
|
)
|
|
438
|
|
|
(4.6
|
)%
|
|||
Adjusted EBITDA
(1)
|
(614
|
)
|
|
(789
|
)
|
|
175
|
|
|
(22.2
|
)%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|||||||||||||
Heritage segment operating expenses
|
$
|
2,400
|
|
|
$
|
3,559
|
|
|
$
|
(1,159
|
)
|
|
(32.6
|
)%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|||||||||||||
Corporate segment operating expenses
|
$
|
4,820
|
|
|
$
|
3,476
|
|
|
$
|
1,344
|
|
|
38.7
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|
|
|||||||||||
Revenues
|
$
|
720.4
|
|
|
$
|
468.2
|
|
|
$
|
252.2
|
|
|
53.9
|
%
|
Net loss applicable to common shareholders
|
(48.3
|
)
|
|
(82.7
|
)
|
|
34.4
|
|
|
(41.6
|
)%
|
|||
Adjusted EBITDA
(1)
|
111.3
|
|
|
68.7
|
|
|
42.6
|
|
|
62.0
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Six Months Ended June 30, 2015
|
||
|
(In millions)
|
||
Decrease in our Coal - U.S. operating income primarily due to mining conditions, weather impacts, and an unplanned customer outage
|
$
|
(13.7
|
)
|
Results of our Coal - Canada segment due to the Canadian Acquisition
|
13.0
|
|
|
Results of the Coal - WMLP segment due to the WMLP Acquisition
|
(12.2
|
)
|
|
Increase in interest expense due to increased debt levels
|
(10.1
|
)
|
|
Decrease in our power segment operating income due to unfavorable power prices
|
(6.4
|
)
|
|
Increase due to other factors
|
(2.6
|
)
|
|
Total
|
$
|
(32.0
|
)
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands, except per ton data)
|
|
|
|||||||||||
Revenues
|
$
|
366,528
|
|
|
$
|
308,298
|
|
|
$
|
58,230
|
|
|
18.9
|
%
|
Operating income (loss)
|
11,669
|
|
|
12,275
|
|
|
(606
|
)
|
|
(4.9
|
)%
|
|||
Adjusted EBITDA
(1)
|
48,372
|
|
|
54,332
|
|
|
(5,960
|
)
|
|
(11.0
|
)%
|
|||
Tons sold—millions of equivalent tons
|
13.3
|
|
|
13.2
|
|
|
0.1
|
|
|
0.8
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
Increase / (Decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands, except per ton data)
|
|
|
|||||||||||
Revenues
|
$
|
209,405
|
|
|
$
|
116,046
|
|
|
$
|
93,359
|
|
|
80.4
|
%
|
Operating income (loss)
|
19,388
|
|
|
(12,709
|
)
|
|
32,097
|
|
|
(252.6
|
)%
|
|||
Adjusted EBITDA
(1)
|
57,838
|
|
|
21,988
|
|
|
35,850
|
|
|
163.0
|
%
|
|||
Tons sold—millions of equivalent tons
|
11.2
|
|
|
4.1
|
|
|
7.1
|
|
|
173.2
|
%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per ton data)
|
||||||
Revenues
|
$
|
127,082
|
|
|
$
|
—
|
|
Operating income (loss)
|
(5,056
|
)
|
|
—
|
|
||
Adjusted EBITDA
(1)
|
20,257
|
|
|
—
|
|
||
Tons sold—millions of equivalent tons
|
2.2
|
|
|
—
|
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|
|
|||||||||||
Revenues
|
$
|
41,984
|
|
|
$
|
43,815
|
|
|
$
|
(1,831
|
)
|
|
(4.2
|
)%
|
Operating income (loss)
|
(8,618
|
)
|
|
(7,731
|
)
|
|
(887
|
)
|
|
11.5
|
%
|
|||
Adjusted EBITDA
(1)
|
(3,227
|
)
|
|
4,043
|
|
|
(7,270
|
)
|
|
(179.8
|
)%
|
(1)
|
Adjusted EBITDA, a non-GAAP measure, is defined and reconciled to net loss at the end of this “Results of Operations” section.
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|
|
|||||||||||
Heritage segment operating expenses
|
$
|
5,749
|
|
|
$
|
7,389
|
|
|
$
|
(1,640
|
)
|
|
(22.2
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(In thousands)
|
|
|
|||||||||||
Corporate segment operating expenses
|
$
|
7,724
|
|
|
$
|
6,034
|
|
|
$
|
1,690
|
|
|
28.0
|
%
|
•
|
are used widely by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; and
|
•
|
help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from our operating results.
|
•
|
do not reflect our cash expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments;
|
•
|
do not reflect income tax expenses or the cash requirements necessary to pay income taxes;
|
•
|
do not reflect changes in, or cash requirements for, our working capital needs; and
|
•
|
do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on certain of our debt obligations.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to Net loss
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(37,851
|
)
|
|
$
|
(63,154
|
)
|
|
$
|
(51,729
|
)
|
|
$
|
(82,185
|
)
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
7,469
|
|
|
3,807
|
|
|
9,509
|
|
|
3,697
|
|
||||
Interest income
|
(2,567
|
)
|
|
(1,582
|
)
|
|
(4,707
|
)
|
|
(1,884
|
)
|
||||
Interest expense
|
25,304
|
|
|
21,786
|
|
|
50,039
|
|
|
42,584
|
|
||||
Depreciation, depletion and amortization
|
34,263
|
|
|
24,479
|
|
|
72,322
|
|
|
40,538
|
|
||||
Accretion of ARO and receivable
|
7,077
|
|
|
5,809
|
|
|
14,108
|
|
|
9,288
|
|
||||
Amortization of intangible assets and liabilities
|
(253
|
)
|
|
157
|
|
|
(506
|
)
|
|
310
|
|
||||
EBITDA
|
33,442
|
|
|
(8,698
|
)
|
|
89,036
|
|
|
12,348
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
103
|
|
|
7,543
|
|
|
656
|
|
|
7,941
|
|
||||
Loss (gain) on foreign exchange
|
1,313
|
|
|
(2,649
|
)
|
|
(795
|
)
|
|
4,141
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
12,635
|
|
|
—
|
|
|
12,635
|
|
||||
Acquisition related costs
(1)
|
—
|
|
|
20,175
|
|
|
1,400
|
|
|
20,463
|
|
||||
Customer payments received under loan and lease receivables
(2)
|
11,418
|
|
|
3,285
|
|
|
15,521
|
|
|
3,285
|
|
||||
Derivative loss
|
6,178
|
|
|
5,930
|
|
|
902
|
|
|
5,930
|
|
||||
Loss (gain) on sale/disposal of assets and other adjustments
|
703
|
|
|
(385
|
)
|
|
943
|
|
|
(440
|
)
|
||||
Share-based compensation
|
2,124
|
|
|
1,718
|
|
|
3,646
|
|
|
2,445
|
|
||||
Adjusted EBITDA
|
$
|
55,281
|
|
|
$
|
39,554
|
|
|
$
|
111,309
|
|
|
$
|
68,748
|
|
(1)
|
Includes the impact of cost of sales related to the sale of inventory written up to fair value in the WMLP acquisition.
|
(2)
|
Represents a return of and on capital. These amounts are not included in operating income or operating cash flows, as the capital outlays are treated as loan and lease receivables, but are included within Adjusted EBITDA so that the cash received by the Company is treated consistently with all other contracts within the Company that do not result in loan and lease receivable accounting.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA by Segment
|
|
|
|
|
|
|
|
||||||||
Coal - U.S.
|
$
|
18,694
|
|
|
$
|
24,039
|
|
|
$
|
48,372
|
|
|
$
|
54,332
|
|
Coal - Canada
|
32,915
|
|
|
21,988
|
|
|
57,838
|
|
|
21,988
|
|
||||
Coal - WMLP
|
10,667
|
|
|
—
|
|
|
20,257
|
|
|
—
|
|
||||
Power
|
(614
|
)
|
|
(789
|
)
|
|
(3,227
|
)
|
|
4,043
|
|
||||
Heritage
|
(2,401
|
)
|
|
(3,559
|
)
|
|
(5,749
|
)
|
|
(7,389
|
)
|
||||
Corporate
|
(3,980
|
)
|
|
(2,125
|
)
|
|
(6,182
|
)
|
|
(4,226
|
)
|
||||
Total
|
$
|
55,281
|
|
|
$
|
39,554
|
|
|
$
|
111,309
|
|
|
$
|
68,748
|
|
|
June 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
35.9
|
|
|
$
|
14.3
|
|
Corporate revolving line of credit
|
51.3
|
|
|
16.9
|
|
||
Total
|
$
|
87.2
|
|
|
$
|
31.2
|
|
|
Restricted Group
|
|
Unrestricted Group
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance sheet information as of June 30, 2015:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
23,048
|
|
|
$
|
12,828
|
|
|
$
|
35,876
|
|
Total current assets
|
$
|
336,197
|
|
|
$
|
43,981
|
|
|
$
|
380,178
|
|
Total assets
|
$
|
1,487,583
|
|
|
$
|
290,023
|
|
|
$
|
1,777,606
|
|
Total current liabilities
|
$
|
305,497
|
|
|
$
|
34,605
|
|
|
$
|
340,102
|
|
Total debt
|
$
|
859,964
|
|
|
$
|
175,870
|
|
|
$
|
1,035,834
|
|
Total liabilities
|
$
|
1,966,064
|
|
|
$
|
234,333
|
|
|
$
|
2,200,397
|
|
|
|
|
|
|
|
||||||
Statement of operations information for the six months ended June 30, 2015:
|
|
|
|
|
|
||||||
Revenues
|
$
|
593,362
|
|
|
$
|
127,082
|
|
|
$
|
720,444
|
|
Operating costs and expenses
|
586,715
|
|
|
132,138
|
|
|
718,853
|
|
|||
Operating income (loss)
|
6,647
|
|
|
(5,056
|
)
|
|
1,591
|
|
|||
Other income and expenses
|
(32,636
|
)
|
|
(11,175
|
)
|
|
(43,811
|
)
|
|||
Loss before income taxes
|
(25,989
|
)
|
|
(16,231
|
)
|
|
(42,220
|
)
|
|||
Income tax expense
|
9,509
|
|
|
—
|
|
|
9,509
|
|
|||
Net loss
|
(35,498
|
)
|
|
(16,231
|
)
|
|
(51,729
|
)
|
|||
Less net loss attributable to noncontrolling interest
|
—
|
|
|
(3,392
|
)
|
|
(3,392
|
)
|
|||
Net loss attributable to the Parent company
|
$
|
(35,498
|
)
|
|
$
|
(12,839
|
)
|
|
$
|
(48,337
|
)
|
|
Six Months Ended June 30,
|
|
2015 Remaining
Expected
Amounts
|
||||||||
|
2015
|
|
2014
|
|
|||||||
|
(In millions)
|
||||||||||
Postretirement medical benefits
|
$
|
6.8
|
|
|
$
|
5.6
|
|
|
$
|
5.4
|
|
Combined Benefit Fund premiums
|
0.9
|
|
|
1.0
|
|
|
1.1
|
|
|||
Workers’ compensation benefits
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|||
Total heritage health payments
|
$
|
7.9
|
|
|
$
|
6.8
|
|
|
$
|
6.7
|
|
|
|
|
|
|
|
||||||
Pension contributions
|
$
|
3.3
|
|
|
$
|
1.1
|
|
|
$
|
0.5
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
12,050
|
|
|
$
|
10,573
|
|
Investing activities
|
(24,528
|
)
|
|
(360,991
|
)
|
||
Financing activities
|
35,967
|
|
|
330,956
|
|
ITEM 3
|
—
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 4
|
—
CONTROLS AND PROCEDURES.
|
ITEM 1
|
—
LEGAL PROCEEDINGS.
|
ITEM 1A
|
—
RISK FACTORS.
|
ITEM 2
|
—
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|||
April 1, 2015
|
92,661
|
|
|
$
|
26.61
|
|
(1)
|
Shares purchased as indicated in this table represent the withholding of a portion of restricted shares to cover taxes on vested restricted shares and were not made pursuant to a publicly announced share repurchase plan or program.
|
ITEM 4
|
—
MINE SAFETY DISCLOSURE.
|
ITEM 6
|
—
EXHIBITS.
|
|
|
WESTMORELAND COAL COMPANY
|
|
|
|
Date:
|
July 30, 2015
|
/s/ Kevin A. Paprzycki
|
|
|
Kevin A. Paprzycki
|
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer and A Duly Authorized Officer)
|
|
|
|
Date:
|
July 30, 2015
|
/s/ Nathan M. Troup
|
|
|
Nathan M. Troup
|
|
|
Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer and A Duly Authorized Officer)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
713
|
|
|
$
|
697
|
|
Receivables:
|
|
|
|
||||
Intercompany receivable
|
26,684
|
|
|
—
|
|
||
Other
|
2,360
|
|
|
3,157
|
|
||
|
29,044
|
|
|
3,157
|
|
||
Deferred income taxes
|
4,548
|
|
|
4,548
|
|
||
Other current assets
|
746
|
|
|
770
|
|
||
Total current assets
|
35,051
|
|
|
9,172
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Plant and equipment
|
4,086
|
|
|
4,079
|
|
||
Less accumulated depreciation, depletion and amortization
|
3,061
|
|
|
2,976
|
|
||
Net property, plant and equipment
|
1,025
|
|
|
1,103
|
|
||
Restricted investments and bond collateral
|
15,680
|
|
|
32,612
|
|
||
Investment in subsidiaries
|
350,191
|
|
|
373,562
|
|
||
Intercompany receivable/payable
|
200,140
|
|
|
215,401
|
|
||
Other assets
|
23,020
|
|
|
19,804
|
|
||
Total Assets
|
$
|
625,107
|
|
|
$
|
651,654
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Liabilities and Shareholders’ Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
7,750
|
|
|
$
|
7,000
|
|
Revolving lines of credit
|
2,500
|
|
|
9,576
|
|
||
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade and other accrued liabilities
|
6,227
|
|
|
14,824
|
|
||
Interest payable
|
16,764
|
|
|
2,437
|
|
||
Workers’ compensation
|
661
|
|
|
671
|
|
||
Postretirement medical benefits
|
11,094
|
|
|
11,094
|
|
||
SERP
|
368
|
|
|
368
|
|
||
Intercompany payable
|
—
|
|
|
21,988
|
|
||
Other current liabilities
|
1,645
|
|
|
1,225
|
|
||
Total current liabilities
|
47,009
|
|
|
69,183
|
|
||
Long-term debt, less current installments
|
754,507
|
|
|
683,298
|
|
||
Workers’ compensation, less current portion
|
6,148
|
|
|
6,315
|
|
||
Excess of black lung benefit obligation over trust assets
|
11,638
|
|
|
11,252
|
|
||
Postretirement medical benefits, less current portion
|
183,783
|
|
|
186,376
|
|
||
Pension and SERP obligations, less current portion
|
24,456
|
|
|
25,178
|
|
||
Deferred income taxes
|
5,365
|
|
|
4,548
|
|
||
Other liabilities
|
420
|
|
|
626
|
|
||
Intercompany payable
|
14,572
|
|
|
14,323
|
|
||
Total liabilities
|
1,047,898
|
|
|
1,001,099
|
|
||
Shareholders’ deficit:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
92
|
|
||
Common stock
|
180
|
|
|
42,756
|
|
||
Other paid-in capital
|
228,362
|
|
|
185,644
|
|
||
Accumulated other comprehensive loss
|
(145,686
|
)
|
|
(124,296
|
)
|
||
Accumulated deficit
|
(517,242
|
)
|
|
(468,902
|
)
|
||
Total shareholders’ deficit
|
(434,386
|
)
|
|
(364,706
|
)
|
||
Noncontrolling interests in consolidated subsidiaries
|
11,595
|
|
|
15,261
|
|
||
Total deficit
|
(422,791
|
)
|
|
(349,445
|
)
|
||
Total Liabilities and Deficit
|
$
|
625,107
|
|
|
$
|
651,654
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost, expenses and other:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(501
|
)
|
|
(247
|
)
|
|
(1,007
|
)
|
|
(471
|
)
|
||||
Depreciation, depletion and amortization
|
42
|
|
|
79
|
|
|
85
|
|
|
156
|
|
||||
Selling and administrative
|
4,481
|
|
|
12,003
|
|
|
8,738
|
|
|
16,968
|
|
||||
Heritage health benefit expenses
|
1,963
|
|
|
3,178
|
|
|
4,832
|
|
|
6,504
|
|
||||
Loss on sale/disposal of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring charges
|
—
|
|
|
796
|
|
|
—
|
|
|
796
|
|
||||
|
5,985
|
|
|
15,809
|
|
|
12,648
|
|
|
23,953
|
|
||||
Operating loss
|
(5,985
|
)
|
|
(15,809
|
)
|
|
(12,648
|
)
|
|
(23,953
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(17,155
|
)
|
|
(18,609
|
)
|
|
(33,698
|
)
|
|
(37,282
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(62
|
)
|
||||
Interest income
|
4,929
|
|
|
145
|
|
|
8,864
|
|
|
269
|
|
||||
Gain (loss) on foreign exchange
|
—
|
|
|
1,557
|
|
|
(2
|
)
|
|
(5,233
|
)
|
||||
Other income
|
(6
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
|
(12,232
|
)
|
|
(16,970
|
)
|
|
(24,841
|
)
|
|
(42,308
|
)
|
||||
Loss before income taxes and income of consolidated subsidiaries
|
(18,217
|
)
|
|
(32,779
|
)
|
|
(37,489
|
)
|
|
(66,261
|
)
|
||||
Equity in income of subsidiaries
|
(17,045
|
)
|
|
(30,462
|
)
|
|
(14,214
|
)
|
|
(16,148
|
)
|
||||
Loss before income taxes
|
(35,262
|
)
|
|
(63,241
|
)
|
|
(51,703
|
)
|
|
(82,409
|
)
|
||||
Income tax expense (benefit)
|
2,589
|
|
|
(87
|
)
|
|
26
|
|
|
(224
|
)
|
||||
Net loss
|
(37,851
|
)
|
|
(63,154
|
)
|
|
(51,729
|
)
|
|
(82,185
|
)
|
||||
Less net loss attributable to noncontrolling interest
|
(1,246
|
)
|
|
—
|
|
|
(3,392
|
)
|
|
—
|
|
||||
Net loss attributable to the Parent company
|
$
|
(36,605
|
)
|
|
$
|
(63,154
|
)
|
|
$
|
(48,337
|
)
|
|
$
|
(82,185
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Net loss
|
$
|
(37,851
|
)
|
|
$
|
(63,154
|
)
|
|
(51,729
|
)
|
|
$
|
(82,185
|
)
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement plans:
|
|
|
|
|
|
|
|
||||||||
Amortization of accumulated actuarial gains or losses, pension
|
1,157
|
|
|
359
|
|
|
2,267
|
|
|
717
|
|
||||
Adjustments to accumulated actuarial losses and transition obligations, pension
|
(488
|
)
|
|
—
|
|
|
(285
|
)
|
|
—
|
|
||||
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefits
|
327
|
|
|
5
|
|
|
654
|
|
|
10
|
|
||||
Tax effect of other comprehensive income gains or losses
|
225
|
|
|
64
|
|
|
(350
|
)
|
|
(224
|
)
|
||||
Change in foreign currency translation adjustment
|
4,924
|
|
|
9,477
|
|
|
(22,216
|
)
|
|
9,477
|
|
||||
Unrealized and realized gains and losses on available-for-sale securities
|
(1,785
|
)
|
|
—
|
|
|
(1,460
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
4,360
|
|
|
9,905
|
|
|
(21,390
|
)
|
|
9,980
|
|
||||
Comprehensive loss attributable to Westmoreland Coal Company
|
$
|
(33,491
|
)
|
|
$
|
(53,249
|
)
|
|
$
|
(73,119
|
)
|
|
$
|
(72,205
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(51,729
|
)
|
|
$
|
(82,185
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Equity in income of subsidiaries
|
14,214
|
|
|
16,148
|
|
||
Depreciation, depletion and amortization
|
85
|
|
|
156
|
|
||
Non-cash tax benefits
|
(350
|
)
|
|
(224
|
)
|
||
Share-based compensation
|
1,640
|
|
|
1,934
|
|
||
Amortization of deferred financing costs
|
2,520
|
|
|
494
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
62
|
|
||
Loss on foreign exchange
|
5
|
|
|
5,233
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, net
|
797
|
|
|
943
|
|
||
Excess of black lung benefit obligation over trust assets
|
386
|
|
|
1,166
|
|
||
Deferred income tax
|
817
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
5,732
|
|
|
17,348
|
|
||
Accrual for workers’ compensation
|
(177
|
)
|
|
(125
|
)
|
||
Accrual for postretirement medical benefits
|
(2,490
|
)
|
|
(885
|
)
|
||
Pension and SERP obligations
|
324
|
|
|
166
|
|
||
Other assets and liabilities
|
(4,538
|
)
|
|
(7,429
|
)
|
||
Distributions received from subsidiaries
|
909
|
|
|
76,800
|
|
||
Net cash provided by (used in) operating activities
|
(31,855
|
)
|
|
29,602
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(9
|
)
|
|
16
|
|
||
Change in restricted investments and bond collateral and reclamation deposits
|
(122
|
)
|
|
(48,188
|
)
|
||
Cash payments related to Canadian acquisition
|
—
|
|
|
(282,788
|
)
|
||
Cash received from escrow for acquisition
|
17,000
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
16,869
|
|
|
(330,960
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Change in book overdraft
|
1,000
|
|
|
—
|
|
||
Borrowings from long-term debt, net of debt discount and premium
|
75,000
|
|
|
454,219
|
|
||
Repayments of long-term debt
|
(2,125
|
)
|
|
(1,015
|
)
|
||
Borrowings on revolving lines of credit
|
25,175
|
|
|
—
|
|
||
Repayments of revolving lines of credit
|
(32,251
|
)
|
|
—
|
|
||
Debt issuance costs and other refinancing costs
|
(6,109
|
)
|
|
(15,407
|
)
|
||
Dividends/distributions
|
(3
|
)
|
|
(470
|
)
|
||
Redemption of preferred stock
|
(319
|
)
|
|
—
|
|
||
Exercise of stock options
|
—
|
|
|
193
|
|
||
Transactions with Parent/affiliates
|
(45,366
|
)
|
|
(147,974
|
)
|
||
Net cash provided by financing activities
|
15,002
|
|
|
289,546
|
|
||
Net increase in cash and cash equivalents
|
16
|
|
|
(11,812
|
)
|
||
Cash and cash equivalents, beginning of year
|
697
|
|
|
25,326
|
|
||
Cash and cash equivalents, end of year
|
$
|
713
|
|
|
$
|
13,514
|
|
1.
|
LINES OF CREDIT AND LONG-TERM DEBT
|
|
Total Debt Outstanding
|
||||||
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
8.75% Notes due 2022
|
$
|
350,000
|
|
|
$
|
350,000
|
|
WCC Term Loan Facility due 2020
|
422,875
|
|
|
350,000
|
|
||
Revolving line of credit
|
2,500
|
|
|
9,576
|
|
||
Other
|
3,500
|
|
|
3,500
|
|
||
Debt discount
|
(14,118
|
)
|
|
(13,202
|
)
|
||
Total debt outstanding
|
764,757
|
|
|
699,874
|
|
||
Less current installments
|
(10,250
|
)
|
|
(16,576
|
)
|
||
Total debt outstanding, less current installments
|
$
|
754,507
|
|
|
$
|
683,298
|
|
|
As of June 30, 2015
|
||
|
(In thousands)
|
||
2015
|
$
|
8,125
|
|
2016
|
4,250
|
|
|
2017
|
4,250
|
|
|
2018
|
4,250
|
|
|
2019
|
4,250
|
|
|
Thereafter
|
753,750
|
|
|
Total
|
778,875
|
|
|
Less: debt discount
|
(14,118
|
)
|
|
Total debt
|
$
|
764,757
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit
Number
|
Exhibit Description
|
Form
|
File
Number
|
Exhibit
|
Filing
Date
|
Filed
Herewith
|
|
|
|
|
|
|
|
2.1
|
Contribution Agreement, dated June 1, 2015, by and between Westmoreland Resource Partners, LP and Westmoreland Coal Company
|
8-K
|
001-11155
|
2.1
|
6/2/2015
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Westmoreland Coal Company, as amended May 19, 2015
|
|
|
|
|
X
|
10.1
|
Second Amendment, dated as of May 29, 2015, to the Second Amended and Restated Loan and Security Agreement dated December 16, 2014, by and among Westmoreland Coal Company, certain of its subsidiaries, The PrivateBank and Trust Company, as administrative agent, and lenders party thereto
|
|
|
|
|
X
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
X
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
|
|
|
|
|
X
|
32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
X
|
95.1
|
Mine Safety Disclosure
|
|
|
|
|
X
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Definition Document
|
|
|
|
|
X
|
Lender
|
US Revolving Loan Commitment
|
Canadian Revolving Loan Commitment
|
The PrivateBank and Trust Company
|
(i) $15,000,000
OR
(ii) $27,500,000 between June 15, 2015, and August 15, 2015 and during any Seasonal Increase Loan Amount Period
|
$10,000,000
|
Bank of the West
|
(i) $15,000,000
OR
(ii) $27,500,000 between June 15, 2015, and August 15, 2015 and during any Seasonal Increase Loan Amount Period
|
$10,000,000
|
Total
|
(i) $30,000,000
OR
(ii) $55,000,000 between June 15, 2015, and August 15, 2015 and during any Seasonal Increase Loan Amount Period
|
$20,000,000
|
US BORROWERS:
|
WESTMORELAND COAL COMPANY
,
a Delaware corporation
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Secretary |
|
WESTMORELAND ENERGY LLC
,
a Delaware limited liability company
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND – NORTH CAROLINA POWER, L.L.C.
, a Virginia limited liability company
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WEI-ROANOKE VALLEY, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND – ROANOKE VALLEY, L.P.
,
a Delaware limited partnership
By: WEI-Roanoke Valley, Inc.,
its general partner
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
US BORROWERS:
|
WESTMORELAND PARTNERS
,
a Virginia general partnership
By: Westmoreland-Roanoke Valley, L.P.,
its general partner
By: WEI-Roanoke Valley, Inc.,
its general partner
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary
By: Westmoreland-North Carolina Power, L.L.C.,
its general partner
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND RESOURCES, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND KEMMERER, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND COAL SALES COMPANY, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
US BORROWERS:
|
WRI PARTNERS, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WCC LAND HOLDING COMPANY,
INC.
, a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND CANADA LLC
,
a Delaware limited liability company
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Secretary |
|
WESTMORELAND ENERGY SERVICES, INC.
, a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND MINING LLC
,
a Delaware limited liability company
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTERN ENERGY COMPANY
,
a Montana corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
US BORROWERS:
|
TEXAS WESTMORELAND COAL CO.
,
a Montana corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
WESTMORELAND SAVAGE CORPORATION
, a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
DAKOTA WESTMORELAND CORPORATION
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
|
BUCKINGHAM COAL COMPANY, LLC
,
an Ohio limited liability company
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen
Secretary |
CANADIAN BORROWERS:
|
WESTMORELAND CANADIAN INVESTMENTS, L.P.
,
a limited partnership organized and existing under the laws of the Province of Quebec
By: Westmoreland Canada LLC,
its general partner
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Secretary |
|
WESTMORELAND CANADA HOLDINGS, INC.
,
a corporation organized and existing under the laws of the Province of Alberta
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
CANADIAN BORROWERS:
|
WESTMORELAND PRAIRIE RESOURCES INC.
,
a corporation organized and existing under the laws of the Province of Alberta
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
|
PRAIRIE MINES & ROYALTY ULC
,
an unlimited liability company organized under the laws of the Province of Alberta
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
|
COAL VALLEY RESOURCES INC.
,
a corporation organized and existing under the laws of the Province of Alberta
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
|
PRAIRIE COAL LTD.
,
a corporation organized and existing under the laws of the Province of Saskatchewan
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
|
WILLOWVAN MINING LTD.
,
a corporation organized and existing under the laws of the Province of Saskatchewan
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
CANADIAN BORROWERS:
|
POPLAR RIVER COAL MINING PARTNERSHIP
,
a partnership organized and existing under the laws of the Province of Saskatchewan
By: Prairie Mines & Royalty ULC,
its partner
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton
Assistant Secretary |
WCC BV:
|
WCC HOLDING B.V.
,
a B.V. organized and existing under the laws of the Netherlands
By:
/s/ Jason William Veenstra
Jason William Veenstra
Managing Director A
By:
/s/ R.H.W. Funnekotter
R.H.W. Funnekotter
Managing Director B |
ADMINISTRATIVE AGENT
AND A LENDER: |
THE PRIVATEBANK AND TRUST COMPANY
By:
/s/ Douglas Colletti
Douglas Colletti
Managing Director |
LENDER:
|
BANK OF THE WEST
By:
/s/ Mark Sunderland
Mark Sunderland
Vice President |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Westmoreland Coal Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 30, 2015
|
/s/ Keith E. Alessi
|
|
|
Name: Keith E. Alessi
|
|
|
Title: Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Westmoreland Coal Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
July 30, 2015
|
/s/ Kevin A. Paprzycki
|
|
|
Name: Kevin A. Paprzycki
|
|
|
Title: Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
Date:
|
July 30, 2015
|
/s/ Keith E. Alessi
|
|
|
Name: Keith E. Alessi
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date:
|
July 30, 2015
|
/s/ Kevin A. Paprzycki
|
|
|
Name: Kevin A. Paprzycki
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Westmoreland Coal Company
|
|||||||||||||||||||||||
10-Q Safety Statistics
|
|||||||||||||||||||||||
Quarter Ended June 30, 2015
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
Received
|
Received
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
Total
|
Notice of
|
Notice of
|
Legal
|
|
|
|||||||||||
|
|
|
Section
|
|
|
Total Dollar
|
Number
|
Pattern of
|
Potential
|
Actions
|
Legal
|
Legal
|
|||||||||||
Mine or
|
|
|
104(d)
|
|
|
Value of
|
of
|
Violations
|
to Have
|
Pending
|
Actions
|
Actions
|
|||||||||||
Operating
|
Section
|
Section
|
Citations
|
Section
|
Section
|
MSHA
|
Mining
|
Under
|
Pattern
|
as of
|
Initiated
|
Resolved
|
|||||||||||
Name/MSHA
|
104 S&S
|
104(b)
|
and
|
110(b)(2)
|
107(a)
|
Assessments
|
Related
|
Section
|
Under
|
Last Day
|
During
|
During
|
|||||||||||
Identification
|
Citations
|
Orders
|
Orders
|
Violations
|
Orders
|
Proposed
|
Fatalities
|
(yes/no)
|
(yes/no)
|
of Period
|
Period
|
Period
|
|||||||||||
Number
|
(#)(1)
|
(#)(2)
|
(#)(3)
|
(#)(4)
|
(#)(5)
|
(#)(6)
|
(#)(7)
|
(#)(8)
|
(#)(8)
|
(#)(9)
|
(#)(9)
|
(#)(9)
|
|||||||||||
Rosebud Mine &
Crusher Conveyor
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
24-01747
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
Absaloka Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
24-00910
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
272,039
|
|
—
|
|
No
|
No
|
21
|
|
16
|
|
—
|
|
Savage Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
24-00106
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
Jewett Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
41-03164
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
200
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
Beulah Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
32-00043
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
2,936
|
|
—
|
|
No
|
No
|
1
|
|
1
|
|
—
|
|
Kemmerer Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
48-00086
|
2
|
|
—
|
|
—
|
|
—
|
|
1
|
|
$
|
10,323
|
|
—
|
|
No
|
No
|
11
|
|
8
|
|
2
|
|
Buckingham Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
33-04526
|
10
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
38,501
|
|
—
|
|
No
|
No
|
38
|
|
9
|
|
39
|
|
Oxford Mines
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
33-03907
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
1,600
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
(1)
|
Mine Act Section 104(a) citations are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal mine safety or health hazard.
|
(2)
|
Mine Act Section 104(b) orders are for alleged failures to totally abate a citation within the period of time specified in the citation.
|
(3)
|
Mine Act Section 104(d) citations and orders are for an alleged unwarrantable failure to comply with mandatory health or safety standards.
|
(4)
|
Total number of flagrant violations issued under Section 110(b)(2) of the Mine Act.
|
(5)
|
Mine Act Section 107(a) orders are for alleged conditions or practices that could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition.
|
(6)
|
Total dollar value of MSHA assessments proposed during the quarter ended June 30, 2015.
|
(7)
|
Total number of mining-related fatalities during the quarter ended June 30, 2015.
|
(8)
|
Mine Act Section 104(e) written notices are for an alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of a coal mine health or safety hazard, or the potential to have such a pattern.
|
(9)
|
Any pending legal action before the Federal Mine Safety and Health Review Commission (the “Commission”) involving a coal mine owned and operated by us. The number of legal actions pending as of June 30, 2015 that fall into each of the following categories is as follows:
|