Delaware
|
001-11155
|
23-1128670
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
9540 South Maroon Circle,
Suite 300
Englewood, CO
|
80112
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Tenth Amendment to Second Amended and Restated Loan and Security Agreement dated May 9, 2017
|
99.1
|
|
Westmoreland Coal Company Press Release dated May 15, 2017
|
99.2
|
|
Westmoreland Coal Company Investor Presentation dated May 15, 2017
|
|
WESTMORELAND COAL COMPANY
|
|
|
|
|
|
|
|
Date: May 15, 2017
|
By:
|
/s/ Jennifer S. Grafton
|
|
|
Jennifer S. Grafton
Chief Administrative Officer, Chief Legal Officer and Secretary
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Tenth Amendment to Second Amended and Restated Loan and Security Agreement dated May 9, 2017
|
99.1
|
|
Westmoreland Coal Company Press Release dated May 15, 2017
|
99.2
|
|
Westmoreland Coal Company Investor Presentation dated May 15, 2017
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
US BORROWERS:
|
WESTMORELAND COAL COMPANY
,
a Delaware corporation
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton Chief Administrative Officer & 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 COAL SALES COMPANY, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen Secretary |
|
WRI PARTNERS, INC.
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen Secretary |
US BORROWERS:
|
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 Vice President and 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 |
|
TEXAS WESTMORELAND COAL CO.
,
a Montana corporation
By:
/s/ Samuel N. Hagreen
Samuel N. Hagreen Secretary |
US BORROWERS:
|
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 |
|
HAYSTACK COAL COMPANY
,
a Delaware corporation
By:
/s/ Samuel N. Hagreen
Name: Samuel N. Hagreen Its: 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 Vice President and Secretary |
CANADIAN BORROWERS:
|
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 |
|
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 |
|
|
|
WCC BV:
|
WCC HOLDING B.V.
,
a B.V. organized and existing under the laws of the Netherlands
By:
/s/ Jennifer S. Grafton
Jennifer S. Grafton Managing Director A
By:
/s/ Clemens Cornelis van den Broek
Clemens Cornelis van den Broek Managing Director B |
|
|
|
ADMINISTRATIVE AGENT
AND A LENDER: |
THE PRIVATEBANK AND TRUST COMPANY
By:
/s/ Douglas Colletti
Douglas Colletti Managing Director |
|
|
|
LENDER:
|
EAST WEST BANK
By:
/s/John E. Kolb
Name: John E. Kolb Its: Vice President |
|
|
|
|
News Release
|
|
|
Westmoreland Reports First Quarter 2017 Results; Reiterates Full-Year Guidance
|
•
|
Revenues of
$339.7 million
from
12.4 million
tons sold
|
•
|
Net loss applicable to common shareholders of
$36.8 million
, or
$1.98
per share
|
•
|
Adjusted EBITDA of
$88.2 million
, including approximately $47 million accelerated from the Capital Power payment
|
•
|
Cash flow
used in
operating activities of
$0.7 million
|
•
|
Free cash flow of
$42.6 million
, which also includes the accelerated Capital Power payment
|
|
Three Months Ended March 31, 2017
|
||
|
Reportable Rate
|
|
Lost Time Rate
|
U.S. Surface Operations
|
1.82
|
|
1.51
|
U.S. National Surface Average
|
1.35
|
|
0.82
|
Percentage
|
135%
|
|
184%
|
|
|
|
|
U.S. Underground Operations
|
1.64
|
|
0.82
|
U.S. National Underground Average
|
4.95
|
|
3.56
|
Percentage
|
33%
|
|
23%
|
|
|
|
|
Canadian Operations
|
0.69
|
|
0.34
|
Guidance Summary
|
2017
|
Coal tons sold
|
40 - 50 million tons
|
Adjusted EBITDA
|
$280 - $310 million
|
Free cash flow
|
$115 - $140 million
|
Capital expenditures
|
$40 - $50 million
|
Cash interest
|
approximately $95 million
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(In thousands, except tons sold data)
|
|||||||||||||
Westmoreland Consolidated
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
339,737
|
|
|
$
|
355,854
|
|
|
$
|
(16,117
|
)
|
|
(4.5
|
)%
|
Operating (loss) income
|
(11,088
|
)
|
|
7,619
|
|
|
(18,707
|
)
|
|
*
|
|
|||
Adjusted EBITDA
|
88,217
|
|
|
63,651
|
|
|
24,566
|
|
|
38.6
|
%
|
|||
Tons sold—millions of equivalent tons
|
12.4
|
|
|
13.8
|
|
|
(1.4
|
)
|
|
(10.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal - U.S.
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
137,368
|
|
|
$
|
155,990
|
|
|
$
|
(18,622
|
)
|
|
(11.9
|
)%
|
Operating income
|
4,336
|
|
|
7,667
|
|
|
(3,331
|
)
|
|
(43.4
|
)%
|
|||
Adjusted EBITDA
|
27,469
|
|
|
30,350
|
|
|
(2,881
|
)
|
|
(9.5
|
)%
|
|||
Tons sold—millions of equivalent tons
|
4.7
|
|
|
6.0
|
|
|
(1.3
|
)
|
|
(21.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal - Canada
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
109,015
|
|
|
$
|
93,756
|
|
|
$
|
15,259
|
|
|
16.3
|
%
|
Operating (loss) income
|
(7,104
|
)
|
|
12,103
|
|
|
(19,207
|
)
|
|
*
|
|
|||
Adjusted EBITDA
|
59,235
|
|
|
23,325
|
|
|
35,910
|
|
|
154.0
|
%
|
|||
Tons sold—millions of equivalent tons
|
6.0
|
|
|
5.8
|
|
|
0.2
|
|
|
3.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal - WMLP
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
74,805
|
|
|
$
|
92,481
|
|
|
$
|
(17,676
|
)
|
|
(19.1
|
)%
|
Operating income
|
1,282
|
|
|
809
|
|
|
473
|
|
|
58.5
|
%
|
|||
Adjusted EBITDA
|
12,869
|
|
|
19,280
|
|
|
(6,411
|
)
|
|
(33.3
|
)%
|
|||
Tons sold—millions of equivalent tons
|
1.7
|
|
|
2.0
|
|
|
(0.3
|
)
|
|
(15.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Power
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
21,227
|
|
|
$
|
21,995
|
|
|
$
|
(768
|
)
|
|
(3.5
|
)%
|
Operating loss
|
(753
|
)
|
|
(5,801
|
)
|
|
5,048
|
|
|
87.0
|
%
|
|||
Adjusted EBITDA
|
(3,373
|
)
|
|
(3,348
|
)
|
|
(25
|
)
|
|
(0.7
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Revenues
|
$
|
339,737
|
|
|
$
|
355,854
|
|
Cost, expenses and other:
|
|
|
|
||||
Cost of sales
|
284,604
|
|
|
281,125
|
|
||
Depreciation, depletion and amortization
|
36,567
|
|
|
37,015
|
|
||
Selling and administrative
|
30,426
|
|
|
27,399
|
|
||
Heritage health benefit expenses
|
3,298
|
|
|
3,015
|
|
||
(Gain) loss on sale/disposal of assets
|
(166
|
)
|
|
336
|
|
||
Derivative (gain) loss
|
(2,384
|
)
|
|
2,600
|
|
||
Income from equity affiliates
|
(1,520
|
)
|
|
(1,293
|
)
|
||
Other operating gain
|
—
|
|
|
(1,962
|
)
|
||
|
350,825
|
|
|
348,235
|
|
||
Operating (loss) income
|
(11,088
|
)
|
|
7,619
|
|
||
Other (expense) income:
|
|
|
|
||||
Interest expense
|
(29,261
|
)
|
|
(28,927
|
)
|
||
Interest income
|
893
|
|
|
1,791
|
|
||
Loss on foreign exchange
|
(467
|
)
|
|
(1,387
|
)
|
||
Other income (loss)
|
2,158
|
|
|
(122
|
)
|
||
|
(26,677
|
)
|
|
(28,645
|
)
|
||
Loss before income taxes
|
(37,765
|
)
|
|
(21,026
|
)
|
||
Income tax benefit
|
(465
|
)
|
|
(47,935
|
)
|
||
Net (loss) income
|
(37,300
|
)
|
|
26,909
|
|
||
Less net loss attributable to noncontrolling interest
|
(499
|
)
|
|
(498
|
)
|
||
Net (loss) income applicable to common shareholders
|
$
|
(36,801
|
)
|
|
$
|
27,407
|
|
Net (loss) income per share applicable to common shareholders:
|
|
|
|
||||
Basic and diluted
|
$
|
(1.98
|
)
|
|
$
|
1.50
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
18,572
|
|
|
18,262
|
|
||
Diluted
|
18,572
|
|
|
18,269
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
75,438
|
|
|
$
|
60,082
|
|
Receivables:
|
|
|
|
||||
Trade
|
131,124
|
|
|
140,731
|
|
||
Loan and lease receivables
|
—
|
|
|
5,867
|
|
||
Other
|
11,053
|
|
|
13,261
|
|
||
Total receivables
|
142,177
|
|
|
159,859
|
|
||
Inventories
|
120,298
|
|
|
125,515
|
|
||
Other current assets
|
24,836
|
|
|
32,258
|
|
||
Total current assets
|
362,749
|
|
|
377,714
|
|
||
Land, mineral rights, property, plant and equipment
|
1,635,151
|
|
|
1,617,938
|
|
||
Less accumulated depreciation, depletion and amortization
|
818,032
|
|
|
782,417
|
|
||
Net property, plant and equipment
|
817,119
|
|
|
835,521
|
|
||
Loan and lease receivables, less current portion
|
—
|
|
|
44,474
|
|
||
Advanced coal royalties
|
18,837
|
|
|
18,722
|
|
||
Reclamation deposits
|
75,511
|
|
|
74,362
|
|
||
Restricted investments and bond collateral
|
145,642
|
|
|
144,913
|
|
||
Investment in joint venture
|
26,992
|
|
|
26,951
|
|
||
Other assets
|
63,966
|
|
|
62,252
|
|
||
Total Assets
|
$
|
1,510,816
|
|
|
$
|
1,584,909
|
|
Liabilities and Shareholders’ Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
72,710
|
|
|
$
|
86,272
|
|
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade and other accrued liabilities
|
117,280
|
|
|
142,233
|
|
||
Interest payable
|
14,679
|
|
|
22,458
|
|
||
Production taxes
|
47,081
|
|
|
44,995
|
|
||
Postretirement medical benefits
|
14,892
|
|
|
14,892
|
|
||
Deferred revenue
|
19,984
|
|
|
15,253
|
|
||
Asset retirement obligations
|
31,362
|
|
|
32,207
|
|
||
Other current liabilities
|
20,121
|
|
|
20,964
|
|
||
Total current liabilities
|
338,109
|
|
|
379,274
|
|
||
Long-term debt, less current installments
|
1,019,432
|
|
|
1,022,794
|
|
||
Postretirement medical benefits, less current portion
|
309,217
|
|
|
308,709
|
|
||
Pension and SERP obligations, less current portion
|
43,819
|
|
|
43,982
|
|
||
Deferred revenue, less current portion
|
13,524
|
|
|
16,251
|
|
||
Asset retirement obligations, less current portion
|
457,166
|
|
|
451,834
|
|
||
Other liabilities
|
52,171
|
|
|
52,182
|
|
||
Total liabilities
|
2,233,438
|
|
|
2,275,026
|
|
||
Shareholders’ deficit:
|
|
|
|
||||
Common stock of $.01 par value: Authorized 30,000,000 shares; Issued and outstanding 18,572,233 at March 31, 2017 and 18,570,642 at December 31, 2016
|
186
|
|
|
186
|
|
||
Other paid-in capital
|
249,441
|
|
|
248,143
|
|
||
Accumulated other comprehensive loss
|
(175,037
|
)
|
|
(179,072
|
)
|
||
Accumulated deficit
|
(794,536
|
)
|
|
(757,367
|
)
|
||
Total shareholders’ deficit
|
(719,946
|
)
|
|
(688,110
|
)
|
||
Noncontrolling interests in consolidated subsidiaries
|
(2,676
|
)
|
|
(2,007
|
)
|
||
Total deficit
|
(722,622
|
)
|
|
(690,117
|
)
|
||
Total Liabilities and Shareholders' Deficit
|
$
|
1,510,816
|
|
|
$
|
1,584,909
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(37,300
|
)
|
|
$
|
26,909
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating ac
tivities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
36,567
|
|
|
37,015
|
|
||
Accretion of asset retirement obligation
|
11,295
|
|
|
7,007
|
|
||
Share-based compensation
|
1,347
|
|
|
2,580
|
|
||
Non-cash interest expense
|
2,296
|
|
|
2,269
|
|
||
Amortization of deferred financing costs
|
2,626
|
|
|
3,214
|
|
||
(Gain) loss on derivative instruments
|
(2,384
|
)
|
|
2,600
|
|
||
Loss on foreign exchange
|
467
|
|
|
1,387
|
|
||
Income from equity affiliates
|
(1,520
|
)
|
|
(1,293
|
)
|
||
Distributions from equity affiliates
|
1,671
|
|
|
1,451
|
|
||
Deferred income tax benefit
|
(465
|
)
|
|
(47,973
|
)
|
||
Other
|
(1,474
|
)
|
|
(2,926
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
12,250
|
|
|
(10,052
|
)
|
||
Inventories
|
5,156
|
|
|
(7,323
|
)
|
||
Accounts payable and accrued expenses
|
(21,905
|
)
|
|
7,698
|
|
||
Interest payable
|
(7,787
|
)
|
|
(5,600
|
)
|
||
Deferred revenue
|
2,005
|
|
|
3,389
|
|
||
Other assets and liabilities
|
7,104
|
|
|
(18,247
|
)
|
||
Asset retirement obligations
|
(10,659
|
)
|
|
18,449
|
|
||
Net cash (used in) provided by operating activities
|
(710
|
)
|
|
20,554
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(7,210
|
)
|
|
(5,548
|
)
|
||
Change in restricted investments
|
(1,171
|
)
|
|
(3,172
|
)
|
||
Cash payments related to acquisitions
|
(3,580
|
)
|
|
(126,865
|
)
|
||
Proceeds from sales of assets
|
466
|
|
|
1,626
|
|
||
Receipts from loan and lease receivables
|
50,488
|
|
|
1,620
|
|
||
Payments related to loan and lease receivables
|
—
|
|
|
(312
|
)
|
||
Other
|
(293
|
)
|
|
79
|
|
||
Net cash provided by (used in) investing activities
|
38,700
|
|
|
(132,572
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from long-term debt, net of debt discount
|
—
|
|
|
121,225
|
|
||
Repayments of long-term debt
|
(22,368
|
)
|
|
(9,018
|
)
|
||
Borrowings on revolving lines of credit
|
123,200
|
|
|
77,500
|
|
||
Repayments on revolving lines of credit
|
(123,200
|
)
|
|
(79,500
|
)
|
||
Debt issuance costs and other refinancing costs
|
—
|
|
|
(2,927
|
)
|
||
Other
|
(178
|
)
|
|
(262
|
)
|
||
Net cash (used in) provided by financing activities
|
(22,546
|
)
|
|
107,018
|
|
||
Effect of exchange rate changes on cash
|
(88
|
)
|
|
(182
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
15,356
|
|
|
(5,182
|
)
|
||
Cash and cash equivalents, beginning of period
|
60,082
|
|
|
22,936
|
|
||
Cash and cash equivalents, end of period
|
$
|
75,438
|
|
|
$
|
17,754
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
31,951
|
|
|
$
|
30,397
|
|
•
|
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;
|
•
|
are used by rating agencies, lenders and other parties to evaluate creditworthiness; and
|
•
|
help investors to more meaningfully evaluate and compare the results of Westmoreland’s operations from period to period by removing the effect of the Company’s capital structure and asset base from the Company’s operating results.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Adjusted EBITDA by Segment
|
|
|
|
||||
Coal - U.S.
|
$
|
27,469
|
|
|
$
|
30,350
|
|
Coal - Canada
|
59,235
|
|
|
23,325
|
|
||
Coal - WMLP
|
12,869
|
|
|
19,280
|
|
||
Power
|
(3,373
|
)
|
|
(3,348
|
)
|
||
Heritage
|
(3,670
|
)
|
|
(3,481
|
)
|
||
Corporate
|
(4,313
|
)
|
|
(2,475
|
)
|
||
Total
|
$
|
88,217
|
|
|
$
|
63,651
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Reconciliation of Net (Loss) Income to Adjusted EBITDA
|
|
|
|
||||
Net (loss) income
|
$
|
(37,300
|
)
|
|
$
|
26,909
|
|
Income tax benefit
|
(465
|
)
|
|
(47,935
|
)
|
||
Interest income
|
(893
|
)
|
|
(1,791
|
)
|
||
Interest expense
|
29,261
|
|
|
28,927
|
|
||
Depreciation, depletion and amortization
|
36,567
|
|
|
37,015
|
|
||
Accretion of asset retirement obligation
|
11,295
|
|
|
9,618
|
|
||
Amortization of intangible assets and liabilities
|
(267
|
)
|
|
(167
|
)
|
||
EBITDA
|
38,198
|
|
|
52,576
|
|
||
Loss on foreign exchange
|
467
|
|
|
1,387
|
|
||
Acquisition-related costs
|
—
|
|
|
435
|
|
||
Customer payments received under loan and lease receivables
(1)
|
50,489
|
|
|
2,660
|
|
||
Derivative (gain) loss
|
(2,384
|
)
|
|
2,600
|
|
||
Loss on sale/disposal of assets and other adjustments
|
100
|
|
|
1,413
|
|
||
Share-based compensation
|
1,347
|
|
|
2,580
|
|
||
Adjusted EBITDA
|
$
|
88,217
|
|
|
$
|
63,651
|
|
(1)
|
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 is treated consistently with all other contracts that do not result in loan and lease receivable accounting. On March 24, 2017, Westmoreland received $52.5 million from its customer at the Genesee mine, representing an accelerated repayment of all outstanding loan and lease receivables. While Westmoreland will continue to provide contract mining services at the Genesee mine, all future capital expenditures at the Genesee mine will be funded by the customer. Accordingly, there will be no additional payments from the customer at the Genesee mine in the form of loan and lease repayments, but Westmoreland will earn a management fee pursuant a contract mining arrangement.
|
Reconciliation of Net Cash (Used in) Provided by Operating Activities to Free Cash Flow
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net cash (used in) provided by operating activities
|
$
|
(710
|
)
|
|
$
|
20,554
|
|
Less cash paid for property, plant and equipment
|
(7,210
|
)
|
|
(5,548
|
)
|
||
Net customer payments received under loan and lease receivables
|
50,488
|
|
|
1,308
|
|
||
Free cash flow
|
$
|
42,568
|
|
|
$
|
16,314
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA by Segment
|
|
|
|
|
|
|
|
||||||||
Coal - U.S.
|
$
|
30,350
|
|
|
$
|
20,848
|
|
|
$
|
38,020
|
|
|
$
|
37,347
|
|
Coal - Canada
|
23,325
|
|
|
14,342
|
|
|
18,562
|
|
|
32,181
|
|
||||
Coal - WMLP
|
19,280
|
|
|
16,303
|
|
|
22,686
|
|
|
21,044
|
|
||||
Power
|
(3,348
|
)
|
|
614
|
|
|
507
|
|
|
5,854
|
|
||||
Heritage
|
(3,481
|
)
|
|
(3,518
|
)
|
|
(3,326
|
)
|
|
(3,083
|
)
|
||||
Corporate
|
(2,475
|
)
|
|
(3,033
|
)
|
|
(2,916
|
)
|
|
(4,228
|
)
|
||||
Total
|
$
|
63,651
|
|
|
$
|
45,556
|
|
|
$
|
73,533
|
|
|
$
|
89,115
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
26,909
|
|
|
$
|
(29,397
|
)
|
|
$
|
(18,607
|
)
|
|
$
|
(7,777
|
)
|
Income tax expense (benefit)
|
(47,935
|
)
|
|
(100
|
)
|
|
(1,625
|
)
|
|
1,601
|
|
||||
Interest income
|
(1,791
|
)
|
|
(2,356
|
)
|
|
(1,374
|
)
|
|
(1,914
|
)
|
||||
Interest expense
|
28,927
|
|
|
30,860
|
|
|
30,882
|
|
|
31,150
|
|
||||
Depreciation, depletion and amortization
|
37,015
|
|
|
35,223
|
|
|
40,859
|
|
|
72,170
|
|
||||
Accretion of ARO
|
9,618
|
|
|
10,332
|
|
|
10,280
|
|
|
10,193
|
|
||||
Amortization of intangible assets and liabilities
|
(167
|
)
|
|
(260
|
)
|
|
(225
|
)
|
|
(158
|
)
|
||||
EBITDA
|
52,576
|
|
|
44,302
|
|
|
60,190
|
|
|
105,265
|
|
||||
(Gain) loss on foreign exchange
|
1,387
|
|
|
364
|
|
|
(220
|
)
|
|
(816
|
)
|
||||
Acquisition-related costs
|
435
|
|
|
133
|
|
|
—
|
|
|
—
|
|
||||
Customer payments received under loan and lease receivables
|
2,660
|
|
|
2,727
|
|
|
2,582
|
|
|
5,095
|
|
||||
Derivative loss (gain)
|
2,600
|
|
|
(5,878
|
)
|
|
5,442
|
|
|
(26,219
|
)
|
||||
Loss on sale/disposal of assets and other adjustments
|
1,413
|
|
|
1,954
|
|
|
4,148
|
|
|
4,131
|
|
||||
Share-based compensation
|
2,580
|
|
|
1,954
|
|
|
1,391
|
|
|
1,659
|
|
||||
Adjusted EBITDA
|
$
|
63,651
|
|
|
$
|
45,556
|
|
|
$
|
73,533
|
|
|
$
|
89,115
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Adjusted EBITDA by Segment
|
|
|
|
|
|
|
|
||||||||
Coal - U.S.
|
$
|
23,121
|
|
|
$
|
17,208
|
|
|
$
|
16,884
|
|
|
$
|
19,922
|
|
Coal - Canada
|
23,702
|
|
|
32,702
|
|
|
21,439
|
|
|
27,901
|
|
||||
Coal - WMLP
|
19,005
|
|
|
15,175
|
|
|
15,648
|
|
|
16,306
|
|
||||
Power
|
(2,613
|
)
|
|
(614
|
)
|
|
75
|
|
|
3,895
|
|
||||
Heritage
|
(3,348
|
)
|
|
(2,401
|
)
|
|
(2,950
|
)
|
|
(6,897
|
)
|
||||
Corporate
|
(2,202
|
)
|
|
(3,980
|
)
|
|
(3,224
|
)
|
|
(1,922
|
)
|
||||
Total
|
$
|
57,665
|
|
|
$
|
58,090
|
|
|
$
|
47,872
|
|
|
$
|
59,205
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Reconciliation of Net Loss to Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(16,024
|
)
|
|
$
|
(39,415
|
)
|
|
$
|
(52,875
|
)
|
|
$
|
(110,781
|
)
|
Income tax expense (benefit)
|
2,040
|
|
|
7,556
|
|
|
4,362
|
|
|
(33,848
|
)
|
||||
Interest income
|
(2,140
|
)
|
|
(2,567
|
)
|
|
(1,555
|
)
|
|
(1,731
|
)
|
||||
Interest expense
|
23,999
|
|
|
24,850
|
|
|
25,865
|
|
|
26,597
|
|
||||
Depreciation, depletion and amortization
|
39,908
|
|
|
36,332
|
|
|
37,240
|
|
|
26,848
|
|
||||
Accretion of ARO
|
9,702
|
|
|
9,748
|
|
|
9,812
|
|
|
9,630
|
|
||||
Amortization of intangible assets and liabilities
|
(253
|
)
|
|
(253
|
)
|
|
(250
|
)
|
|
(254
|
)
|
||||
EBITDA
|
57,232
|
|
|
36,251
|
|
|
22,599
|
|
|
(83,539
|
)
|
||||
Restructuring charges
|
553
|
|
|
103
|
|
|
—
|
|
|
—
|
|
||||
(Gain) loss on foreign exchange
|
(2,109
|
)
|
|
1,313
|
|
|
(1,678
|
)
|
|
(1,200
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5,385
|
|
|
—
|
|
||||
Loss on impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
136,210
|
|
||||
Acquisition-related costs
|
1,400
|
|
|
—
|
|
|
3,070
|
|
|
1,489
|
|
||||
Customer payments received under loan and lease receivables
|
4,103
|
|
|
11,418
|
|
|
8,731
|
|
|
2,876
|
|
||||
Derivative loss (gain)
|
(5,276
|
)
|
|
6,178
|
|
|
5,815
|
|
|
(1,130
|
)
|
||||
Loss on sale/disposal of assets and other adjustments
|
240
|
|
|
703
|
|
|
2,008
|
|
|
2,339
|
|
||||
Share-based compensation
|
1,522
|
|
|
2,124
|
|
|
1,942
|
|
|
2,160
|
|
||||
Adjusted EBITDA
|
$
|
57,665
|
|
|
$
|
58,090
|
|
|
$
|
47,872
|
|
|
$
|
59,205
|
|