☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
77-0695453
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
Westmoreland Resource Partners, LP
|
|||||||
|
(Successor)
|
|||||||
|
As of
March 31, 2015 |
|
|
As of
December 31, 2014 |
||||
Assets
|
(Unaudited)
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
$
|
1,785
|
|
|
|
$
|
5,921
|
|
Receivables:
|
|
|
|
|
||||
Trade
|
23,560
|
|
|
|
22,710
|
|
||
Other
|
116
|
|
|
|
116
|
|
||
|
23,676
|
|
|
|
22,826
|
|
||
Inventory
|
12,696
|
|
|
|
14,013
|
|
||
Other current assets
|
2,637
|
|
|
|
1,317
|
|
||
Total current assets
|
40,794
|
|
|
|
44,077
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Land and mineral rights
|
72,993
|
|
|
|
71,715
|
|
||
Plant and equipment
|
133,949
|
|
|
|
134,029
|
|
||
|
206,942
|
|
|
|
205,744
|
|
||
Less accumulated depreciation, depletion and amortization
|
(9,801
|
)
|
|
|
—
|
|
||
Net property, plant and equipment
|
197,141
|
|
|
|
205,744
|
|
||
Advanced coal royalties
|
11,498
|
|
|
|
9,153
|
|
||
Restricted investments and bond collateral
|
9,534
|
|
|
|
10,621
|
|
||
Intangible assets, net of accumulated amortization of $0.5 million and $0 in March 31, 2015 and December 31, 2014, respectively
|
30,483
|
|
|
|
31,000
|
|
||
Deferred financing costs, net
|
6,607
|
|
|
|
6,993
|
|
||
Total Assets
|
$
|
296,057
|
|
|
|
$
|
307,588
|
|
|
Westmoreland Resource Partners, LP
|
|||||||
|
(Successor)
|
|||||||
|
As of
March 31, 2015 |
|
|
As of
December 31, 2014 |
||||
Liabilities and Partners' Capital
|
(Unaudited)
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current installments of long-term debt
|
$
|
6
|
|
|
|
$
|
6
|
|
Accounts payable and accrued expenses:
|
|
|
|
|
||||
Trade
|
19,469
|
|
|
|
19,135
|
|
||
Production taxes
|
975
|
|
|
|
1,033
|
|
||
Accrued compensation
|
401
|
|
|
|
1,531
|
|
||
Asset retirement obligations
|
9,855
|
|
|
|
7,783
|
|
||
Other current liabilities
|
1,434
|
|
|
|
4,007
|
|
||
Total current liabilities
|
32,140
|
|
|
|
33,495
|
|
||
Long-term debt, less current installments
|
176,354
|
|
|
|
175,029
|
|
||
Asset retirement obligations, less current portion
|
22,714
|
|
|
|
23,902
|
|
||
Warrants
|
1,952
|
|
|
|
1,981
|
|
||
Other liabilities
|
160
|
|
|
|
160
|
|
||
Total liabilities
|
233,320
|
|
|
|
234,567
|
|
||
Partners' capital:
|
|
|
|
|
||||
Limited partners (5,711,630 and 5,505,087 units outstanding as of March 31, 2015 and December 31, 2014, respectively)
|
29,328
|
|
|
|
39,549
|
|
||
General partner (35,291 units outstanding as of March 31, 2015 and December 31, 2014)
|
33,409
|
|
|
|
33,472
|
|
||
Total partners’ capital
|
62,737
|
|
|
|
73,021
|
|
||
Total liabilities and partners’ capital
|
$
|
296,057
|
|
|
|
$
|
307,588
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended March 31, 2015
|
|
|
Three Months Ended March 31, 2014
|
||||
Revenues:
|
|
|
|
|
||||
Coal revenues
|
$
|
61,750
|
|
|
|
$
|
76,770
|
|
Royalty revenues
|
1,870
|
|
|
|
99
|
|
||
Non-coal revenues
|
3,947
|
|
|
|
1,135
|
|
||
Total Revenues
|
67,567
|
|
|
|
78,004
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of coal revenues (excluding depreciation, depletion and amortization)
|
54,651
|
|
|
|
65,726
|
|
||
Cost of non-coal revenues
|
3,155
|
|
|
|
402
|
|
||
Depreciation, depletion and amortization
|
10,180
|
|
|
|
11,224
|
|
||
Selling and administrative
|
2,548
|
|
|
|
3,656
|
|
||
Loss on sale/disposal of assets
|
1,034
|
|
|
|
204
|
|
||
Restructuring charges
|
553
|
|
|
|
75
|
|
||
Total cost and expenses
|
72,121
|
|
|
|
81,287
|
|
||
Operating loss
|
(4,554
|
)
|
|
|
(3,283
|
)
|
||
Other (expense) income:
|
|
|
|
|
||||
Interest expense
|
(5,780
|
)
|
|
|
(6,870
|
)
|
||
Interest income
|
—
|
|
|
|
1
|
|
||
Change in fair value of warrants
|
29
|
|
|
|
(415
|
)
|
||
Total other expenses
|
(5,751
|
)
|
|
|
(7,284
|
)
|
||
Net loss
|
(10,305
|
)
|
|
|
(10,567
|
)
|
||
Less net loss attributable to noncontrolling interest
|
—
|
|
|
|
381
|
|
||
Net loss attributable to WMLP unitholders
|
(10,305
|
)
|
|
|
(10,186
|
)
|
||
Less net loss allocated to general partner
|
(63
|
)
|
|
|
(202
|
)
|
||
Net loss allocated to limited partners
|
$
|
(10,242
|
)
|
|
|
$
|
(9,984
|
)
|
|
|
|
|
|
||||
Net loss per limited partner unit:
|
|
|
|
|
||||
Basic
|
$
|
(1.74
|
)
|
|
|
$
|
(4.92
|
)
|
Diluted
|
$
|
(1.74
|
)
|
|
|
$
|
(4.92
|
)
|
|
|
|
|
|
||||
Weighted average number of limited partner units outstanding:
|
|
|
|
|
||||
Basic
|
5,878,187
|
|
|
|
2,055,033
|
|
||
Diluted
|
5,878,187
|
|
|
|
2,055,033
|
|
|
|
Limited Partners
|
|
|
|
|
|
Total
Partners'
Capital
|
||||||||||||||||||||||||
|
|
Common
|
|
Liquidation
|
|
Total
|
|
General Partner
|
|
|||||||||||||||||||||||
Successor
|
|
Units
|
|
Capital
|
|
Units
|
|
Capital
|
|
Units
|
|
Capital
|
|
Units
|
|
Capital
|
|
|||||||||||||||
Balance at December 31, 2014
|
|
5,505,087
|
|
|
$
|
39,549
|
|
|
856,698
|
|
|
$
|
—
|
|
|
6,361,785
|
|
|
$
|
39,549
|
|
|
35,291
|
|
|
$
|
33,472
|
|
|
$
|
73,021
|
|
Net (loss) income
|
|
—
|
|
|
(10,242
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,242
|
)
|
|
—
|
|
|
(63
|
)
|
|
(10,305
|
)
|
|||||
Common unit distributions
|
|
206,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity-based compensation
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Balance at March 31, 2015
|
|
5,711,630
|
|
|
$
|
29,328
|
|
|
856,698
|
|
|
$
|
—
|
|
|
6,568,328
|
|
|
$
|
29,328
|
|
|
35,291
|
|
|
$
|
33,409
|
|
|
$
|
62,737
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended
March 31, 2015 |
|
|
Three Months Ended
March 31, 2014 |
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
$
|
(10,305
|
)
|
|
|
$
|
(10,567
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
10,180
|
|
|
|
11,224
|
|
||
Accretion of asset retirement obligations
|
804
|
|
|
|
565
|
|
||
Restructuring charges
|
553
|
|
|
|
75
|
|
||
Equity-based compensation
|
21
|
|
|
|
456
|
|
||
Loss on sale/disposal of assets
|
1,034
|
|
|
|
204
|
|
||
Non-cash interest expense
|
1,327
|
|
|
|
1,862
|
|
||
Amortization of deferred financing costs
|
405
|
|
|
|
946
|
|
||
Other
|
(29
|
)
|
|
|
415
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables, net
|
(850
|
)
|
|
|
(1,432
|
)
|
||
Inventories
|
1,317
|
|
|
|
(1,894
|
)
|
||
Accounts payable and accrued expenses
|
276
|
|
|
|
610
|
|
||
Accrued compensation
|
(1,130
|
)
|
|
|
34
|
|
||
Asset retirement obligations
|
(818
|
)
|
|
|
(612
|
)
|
||
Other assets and liabilities
|
(3,165
|
)
|
|
|
(1,069
|
)
|
||
Net cash (used in) provided by operating activities
|
(380
|
)
|
|
|
817
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to property, plant, equipment and other
|
(4,842
|
)
|
|
|
(2,622
|
)
|
||
Change in restricted investments and bond collateral
|
1,087
|
|
|
|
549
|
|
||
Net proceeds from sales of assets
|
19
|
|
|
|
294
|
|
||
Net cash used in investing activities
|
(3,736
|
)
|
|
|
(1,779
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayments of long-term debt
|
(2
|
)
|
|
|
—
|
|
||
Borrowings on revolving lines of credit
|
—
|
|
|
|
6,500
|
|
||
Repayment on revolving lines of credit
|
—
|
|
|
|
(4,000
|
)
|
||
Debt issuance costs and other refinancing costs
|
(18
|
)
|
|
|
9
|
|
||
Net cash (used in) provided by financing activities
|
(20
|
)
|
|
|
2,509
|
|
||
Net increase (decrease) in cash and cash equivalent
|
(4,136
|
)
|
|
|
1,547
|
|
||
Cash and cash equivalents, beginning of the period
|
5,921
|
|
|
|
3,089
|
|
||
Cash and cash equivalents, end of the period
|
$
|
1,785
|
|
|
|
$
|
4,636
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended
March 31, 2015 |
|
|
Three Months Ended
March 31, 2014 |
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
$
|
4,047
|
|
|
|
$
|
4,075
|
|
Non-cash transactions:
|
|
|
|
|
||||
Asset retirement obligations capitalized in mine development
|
1,038
|
|
|
|
(158
|
)
|
||
Market value of common units vested in LTIP
|
—
|
|
|
|
180
|
|
•
|
“We,” “us,” “our,” “WMLP,” or the "Partnership” means the business and operations of Westmoreland Resource Partners, LP, the parent entity, as well as its consolidated subsidiaries.
|
•
|
Our “GP” means Westmoreland Resources GP, LLC, the general partner of Westmoreland Resource Partners, LP.
|
Estimated purchase consideration
|
|
||
Market value of limited partners' units
|
$
|
10.8
|
|
Cash paid
|
33.5
|
|
|
Total consideration
|
$
|
44.3
|
|
|
|
||
Estimated fair value of liabilities assumed:
|
|
||
Debt
|
$
|
160.1
|
|
Asset retirement obligations
|
31.7
|
|
|
Other liabilities
|
0.2
|
|
|
Warrants
|
2.0
|
|
|
Total estimated fair value of liabilities assumed
|
194.0
|
|
|
Total estimated purchase consideration:
|
$
|
238.3
|
|
|
|
||
Preliminary allocation of estimated purchase consideration:
|
|
||
Working capital
|
$
|
14.7
|
|
Land and mineral rights
|
38.6
|
|
|
Plant and equipment
|
134.0
|
|
|
Advanced coal royalities
|
9.2
|
|
|
Restricted investments and bond collateral
|
10.6
|
|
|
Intangible asset
|
31.0
|
|
|
Other assets
|
0.2
|
|
|
Total preliminary allocation of estimated purchase consideration:
|
$
|
238.3
|
|
|
Westmoreland Resource Partners, LP
|
||||||
|
(Successor)
|
||||||
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Coal
|
$
|
5,206
|
|
|
$
|
6,590
|
|
Fuel inventory
|
1,545
|
|
|
1,860
|
|
||
Materials and supplies
|
5,945
|
|
|
5,563
|
|
||
Total
|
$
|
12,696
|
|
|
$
|
14,013
|
|
|
Westmoreland Resource Partners, LP
(Successor)
|
||||||||||||||
|
As of December 31, 2014
|
|
Three Months Ended March 31, 2015
|
|
As of March 31, 2015
|
||||||||||
|
Liability
|
|
Charges
|
|
Payments
|
|
Liability
|
||||||||
Severance and other termination costs
|
$
|
2,783
|
|
|
$
|
553
|
|
|
$
|
(2,943
|
)
|
|
$
|
393
|
|
|
Westmoreland Resource Partners, LP
(Successor) |
||||||||||
|
Charges
|
|
|
||||||||
|
For the Three Months Ended March 31, 2015
|
|
Incurred Through March 31,
2015 |
|
Total Expected
Restructuring Expenses |
||||||
Severance and other termination costs
|
$
|
553
|
|
|
$
|
3,336
|
|
|
$
|
3,436
|
|
|
Westmoreland Resource Partners, LP
|
||||||
|
(Successor)
|
||||||
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Prepaid Insurance
|
$
|
1,829
|
|
|
$
|
418
|
|
Other
|
808
|
|
|
899
|
|
||
Total
|
$
|
2,637
|
|
|
$
|
1,317
|
|
|
Westmoreland Resource Partners, LP
|
|||||||
|
(Successor)
|
|||||||
|
March 31,
|
|
|
December 31,
|
||||
|
2015
|
|
|
2014
|
||||
First lien debt:
|
|
|
|
|
||||
Term loan
|
$
|
175,000
|
|
|
|
$
|
175,000
|
|
Paid-in-kind interest
|
1,327
|
|
|
|
—
|
|
||
Total first lien debt
|
176,327
|
|
|
|
175,000
|
|
||
Notes payable
|
33
|
|
|
|
35
|
|
||
Total debt
|
176,360
|
|
|
|
175,035
|
|
||
Less current portion
|
(6
|
)
|
|
|
(6
|
)
|
||
Long-term debt
|
$
|
176,354
|
|
|
|
$
|
175,029
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended
March 31, 2015 |
|
|
Three Months Ended
March 31, 2014 |
||||
Asset retirement obligations, January 1,
|
$
|
31,685
|
|
|
|
$
|
31,654
|
|
Accretion
|
804
|
|
|
|
565
|
|
||
Changes resulting from additional mines
|
442
|
|
|
|
—
|
|
||
Changes due to amount and timing of reclamation
|
596
|
|
|
|
(188
|
)
|
||
Payments
|
(958
|
)
|
|
|
(615
|
)
|
||
Asset retirement obligations, March 31,
|
32,569
|
|
|
|
31,416
|
|
||
Less current portion
|
(9,855
|
)
|
|
|
(7,420
|
)
|
||
Asset retirement obligations, less current portion
|
$
|
22,714
|
|
|
|
$
|
23,996
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended
March 31, 2015 |
|
|
Three Months Ended
March 31, 2014 |
||||
Recognition of fair value of restricted common units over the vesting period
|
$
|
21
|
|
|
|
$
|
456
|
|
|
Westmoreland Resource Partners, LP
|
|
|
Oxford Resource Partners, LP
|
||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
|
Three Months Ended March 31, 2015
|
|
|
Three Months Ended March 31, 2014
|
||||
|
|
|
||||||
Limited partner units
|
|
|
|
|
||||
Average units outstanding basic and diluted
1, 2
|
5,878,187
|
|
|
|
2,055,033
|
|
||
Net loss allocated to limited partners basic and diluted
2
|
$
|
(10,244
|
)
|
|
|
$
|
(10,014
|
)
|
Net loss per limited partner unit basic and diluted
2
|
$
|
(1.74
|
)
|
|
|
$
|
(4.92
|
)
|
|
|
|
|
|
||||
General partner units
|
|
|
|
|
||||
Average units outstanding basic and diluted
|
35,291
|
|
|
|
35,291
|
|
||
Net loss allocated to general partners basic and diluted
2
|
$
|
(61
|
)
|
|
|
$
|
(172
|
)
|
Net loss per general partner unit basic and diluted
|
$
|
(1.74
|
)
|
|
|
$
|
(4.92
|
)
|
•
|
Our substantial level of indebtedness and our ability to adhere to financial covenants related to our borrowing arrangements;
|
•
|
Inaccuracies in our estimates of our coal reserves;
|
•
|
The effect of consummating financing, acquisition and/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;
|
•
|
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, explosives and tires;
|
•
|
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 inquiries into and regulations of the operations of the power plants to which we provide coal;
|
•
|
Our ability to pay our quarterly distributions which substantially depends upon our future operating performance (which may be affected by prevailing economic conditions in the coal industry), debt covenants, and financial, business and other factors, some of which are beyond our control;
|
•
|
Adequacy and sufficiency of our internal controls;
|
•
|
Our potential need to recognize additional impairment and/or restructuring expenses associated with our operations, as well as any changes to previously identified impairment or restructuring expense estimates, including additional impairment and restructuring expenses associated with our Illinois Basin operations; and
|
•
|
Other factors that are described in “Risk Factors” in this report and under the heading “Risk Factors” found in our other reports filed with the Securities and Exchange Commission (“SEC”), including our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.
|
•
|
References to “we,” “us,” “our” or the “Partnership” mean the business and operations of Westmoreland Resource Partners, LP, the parent company, as well as its consolidated subsidiaries.
|
•
|
References to “WMLP” mean Westmoreland Resource Partners, LP, individually as the parent company, and not on a consolidated basis.
|
•
|
References to “GP” mean Westmoreland Resources GP, LLC, the managing general partner of Westmoreland Resource Partners, LP also referred to as our general partner.
|
•
|
References to “WCC” means Westmoreland Coal Company who owns 100% of Westmoreland Resources GP, LLC and, indirectly, the related incentive distribution rights and
79%
of the common units of Westmoreland Resource Partners, LP.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Total Revenues
|
$
|
67,567
|
|
|
|
$
|
78,004
|
|
|
$
|
(10,437
|
)
|
|
(13.4
|
)%
|
Net loss
|
(10,305
|
)
|
|
|
(10,567
|
)
|
|
262
|
|
|
2.5
|
%
|
|||
Adjusted EBITDA
1
|
9,553
|
|
|
|
9,241
|
|
|
312
|
|
|
3.4
|
%
|
|||
Distributable Cash Flow
2
|
3,195
|
|
|
|
1,850
|
|
|
1,345
|
|
|
72.7
|
%
|
|||
Tons sold - millions of equivalent tons
|
1.1
|
|
|
|
1.4
|
|
|
(0.3
|
)
|
|
(21.4
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Coal revenues
|
$
|
61,750
|
|
|
|
$
|
76,770
|
|
|
$
|
(15,020
|
)
|
|
(19.6
|
)%
|
Royalty revenues
|
1,870
|
|
|
|
99
|
|
|
1,771
|
|
|
1,788.9
|
%
|
|||
Non-coal revenues
|
3,947
|
|
|
|
1,135
|
|
|
2,812
|
|
|
247.8
|
%
|
|||
Total Revenues
|
$
|
67,567
|
|
|
|
$
|
78,004
|
|
|
$
|
(10,437
|
)
|
|
(13.4
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Cost of coal revenues (excluding depreciation, depletion and amortization)
|
$
|
54,651
|
|
|
|
$
|
65,726
|
|
|
$
|
(11,075
|
)
|
|
(16.9
|
)%
|
•
|
Equipment repair and maintenance expense per ton sold increased $1.02 per ton to $4.42 per ton for the
three
months ended
March 31, 2015
from $3.39 per ton for the
three
months ended
March 31, 2014
. This increase of $1.02 per ton is the result of incurring equipment maintenance during the
three
months ended
March 31, 2015
deferred from fiscal 2014, combined with a
20.6%
decrease in tons sold for the
three
months ended
March 31, 2015
compared with the
three
months ended
March 31, 2014
.
|
•
|
Transportation expense per ton sold increased $0.76 per ton to $8.44 per ton for the
three
months ended
March 31, 2015
from $7.68 per ton for the
three
months ended
March 31, 2014
. The increase of $0.76 per ton was attributed to longer haul routes to meet customer demand.
|
•
|
Labor and benefit expenses per ton sold increased 8.4% to $9.73 per ton for the
three
months ended
March 31, 2015
from $8.98 per ton for the
three
months ended
March 31, 2014
. This increase of $0.75 per ton was attributed to a $0.44 per ton increase in wages and a $0.31 per ton increase in employee benefits. The $0.44 per ton increase in wages is primarily the result of raises implemented in mid-
2014
in response to competition in the labor market from the growing oil and gas drilling business in southeastern Ohio. The $0.31 per ton increase in employee benefits is primarily the result of higher health insurance cost per employee.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Depreciation, depletion and amortization
|
$
|
10,180
|
|
|
|
$
|
11,224
|
|
|
$
|
(1,044
|
)
|
|
(9.3
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Selling and administrative
|
$
|
2,548
|
|
|
|
$
|
3,656
|
|
|
$
|
(1,108
|
)
|
|
(30.3
|
)%
|
|
Three Months Ended March 31,
|
|||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
||||
|
(in thousands)
|
|||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
||||
Loss on sale/disposal of assets
|
1,034
|
|
|
|
204
|
|
|
830
|
|
|
406.9
|
%
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
2015
|
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(in thousands)
|
||||||||||||||
|
(Successor)
|
|
|
(Predecessor)
|
|
|
|
|
|||||||
Less net loss attributable to noncontrolling interest
|
$
|
—
|
|
|
|
$
|
381
|
|
|
$
|
(381
|
)
|
|
(100.0
|
)%
|
•
|
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 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 March 31,
|
|||||||
|
2015
|
|
|
2014
|
||||
|
(in thousands)
|
|||||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
Reconciliation of Net Loss to Adjusted EBITDA
|
|
|
|
|
||||
Net loss
|
$
|
(10,305
|
)
|
|
|
$
|
(10,567
|
)
|
Interest expense, net of interest income
|
5,780
|
|
|
|
6,869
|
|
||
Depreciation, depletion and amortization
|
10,180
|
|
|
|
11,224
|
|
||
Accretion of ARO
|
804
|
|
|
|
565
|
|
||
EBITDA
|
6,459
|
|
|
|
8,091
|
|
||
Restructuring and impairment charges
|
553
|
|
|
|
75
|
|
||
Change in fair value of warrants
|
(29
|
)
|
|
|
415
|
|
||
Acquisition related costs
1
|
1,400
|
|
|
|
—
|
|
||
Loss on sale/disposal of assets
|
1,034
|
|
|
|
204
|
|
||
Unit-based compensation
|
21
|
|
|
|
456
|
|
||
Other non-recurring costs
|
115
|
|
|
|
—
|
|
||
Adjusted EBITDA
|
9,553
|
|
|
|
9,241
|
|
||
Noncontrolling interest's Adjusted EBITDA
|
—
|
|
|
|
(94
|
)
|
||
Cash interest expense, net of interest income
|
(4,047
|
)
|
|
|
(4,060
|
)
|
||
Other maintenance capital expenditures
|
(1,353
|
)
|
|
|
(2,622
|
)
|
||
Reclamation and mine closure costs
|
(958
|
)
|
|
|
(615
|
)
|
||
Distributable Cash Flow
|
$
|
3,195
|
|
|
|
$
|
1,850
|
|
|
Three Months Ended March 31,
|
|||||||
|
2015
|
|
|
2014
|
||||
|
(in thousands)
|
|||||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
$
|
(380
|
)
|
|
|
$
|
817
|
|
Investing activities
|
(3,736
|
)
|
|
|
(1,779
|
)
|
||
Financing activities
|
(20
|
)
|
|
|
2,509
|
|
|
Three Months Ended March 31,
|
|||||||
|
2015
|
|
|
2014
|
||||
|
(in thousands)
|
|||||||
|
(Successor)
|
|
|
(Predecessor)
|
||||
Coal reserves
|
$
|
—
|
|
|
|
$
|
3
|
|
Mine development
|
275
|
|
|
|
189
|
|
||
Equipment and components
|
1,295
|
|
|
|
2,430
|
|
||
Total
|
$
|
1,570
|
|
|
|
$
|
2,622
|
|
|
|
WESTMORELAND RESOURCE PARTNERS, LP
|
|
|
|
By:
|
WESTMORELAND RESOURCES GP, LLC, its general partner
|
|
|
|
|
Date:
|
April 28, 2015
|
By:
|
/s/ KEVIN A. PAPRZYCKI
|
|
|
|
Kevin A. Paprzycki
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
|
|
|
|
Date:
|
April 28, 2015
|
By:
|
/s/ MICHAEL J. MEYER
|
|
|
|
Michael J. Meyer
|
|
|
|
Controller
|
|
|
|
(Principal Accounting Officer and A Duly Authorized Officer)
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Certificate of Limited Partnership of Westmoreland Resource Partners, LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Commission File No. 333-165662) filed on March 24, 2010)
|
|
|
|
3.1A
|
|
Certificate of Amendment to Certificate of Limited Partnership of Westmoreland Resource Partners, LP executed as of December 23, 2014 to be effective December 30, 2014 (incorporated by reference to Exhibit 3.1A to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2014 filed on March 6, 2015)
|
|
|
|
3.2
|
|
Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP dated December 31, 2014 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2014 filed on March 6, 2015)
|
|
|
|
3.3
|
|
Certificate of Formation of Westmoreland Resources GP, LLC (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1 (Commission File No. 333-165662) filed on April 21, 2010)
|
|
|
|
3.3A
|
|
Certificate of Amendment to Certificate of Formation of Westmoreland Resources GP, LLC executed as of December 23, 2014 to be effective December 30, 2014 (incorporated by reference to Exhibit 3.3A to the Annual Report on Form 10-K (Commission File No. 001-34815) for the year ended December 31, 2014 filed on March 6, 2015)
|
|
|
|
3.4
|
|
Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC dated January 1, 2012 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on January 4, 2011)
|
|
|
|
3.4A
|
|
First Amendment to Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC dated June 24, 2013 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on June 25, 2013)
|
|
|
|
3.4B
|
|
First Amendment to Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC executed as of March 12, 2014 to be effective as of June 24, 2013, entered into to correct, clarify, supersede and replace in its entirety the First Amendment to Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC dated June 24, 2013 (incorporated by reference to Exhibit 3.4B to the Quarterly Report on Form 10-Q (Commission File No. 001-34815) for the quarter ended March 31, 2014 filed on May 6, 2014)
|
|
|
|
10.1*
†
|
|
Coal Purchase and Sale Agreement No. 10-62-15-900, dated as of February 26, 2015, by and between Oxford Mining Company, LLC and AEP Generation Resources, Inc.
|
|
|
|
10.2
|
|
Services Agreement, dated as of March 13, 2015, by and between Westmoreland Resources GP, LLC and Westmoreland Resource Partners, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on March 16, 2015)
|
|
|
|
10.3
|
|
Amendment No. 1 to Financing Agreement, dated as of March 13, 2015, by and among Oxford Mining Company, LLC, Westmoreland Resource Partners, LP and each of its subsidiaries, the lenders party there to and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (Commission File No. 001-34815) filed on March 16, 2015)
|
|
|
|
10.4*
|
|
Award Agreement for Grant of Phantom Units to Non-Employee Directors dated March 2, 2015 under the Westmoreland Resource Partners, LP Amended and Restated Long-Term Incentive Plan.
|
|
|
|
31.1*
|
|
Certification of Keith E. Alessi, Chief Executive Officer of Westmoreland Resources GP, LLC, the general partner of Westmoreland Resource Partners, LP, for the March 31, 2015 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Kevin A. Paprzycki, Chief Financial Officer and Treasurer of Westmoreland Resources GP, LLC, the general partner of Westmoreland Resource Partners, LP, for the March 31, 2015 Quarterly Report on Form 10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32*
|
|
Certification of Keith E. Alessi, Chief Executive Officer of Westmoreland Resources GP, LLC, the general partner of Westmoreland Resource Partners, LP, and Kevin A. Paprzycki, Chief Financial Officer and Treasurer of Westmoreland Resources GP, LLC, the general partner of Westmoreland Resource Partners, LP, for the March 31, 2015 Quarterly Report on Form 10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
95*
|
|
Mine Safety Disclosure
|
|
|
|
101*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014; (ii) our Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014; (iii) our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; (iv) our Condensed Consolidated Statements of Partners’ Capital for the three months ended March 31, 2015; and (v) the notes to our Condensed Consolidated Financial Statements (this information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended)
|
|
|
|
*
|
|
Filed herewith (or furnished in the case of Exhibits 32 and 101).
|
#
|
|
Compensatory plan or arrangement.
|
†
|
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
|
Contract Year
|
Contract Quantity (in Tons)
|
Contract RFR Quantity (in Tons)
|
2016
|
1,300,000
|
400,000
|
2017
|
1,200,000
|
300,000
|
2018
|
750,000
|
200,000
|
|
“As-Received” Basis
|
||
|
Contracted Specification(s)
|
Half-Month Suspension Limit(s) (A)*
|
Shipment Rejection Limit(s) (B)(D)(E)*
|
Ash (%)
|
[***]
|
[***]
|
[***]
|
Heating Value (Btu/lb.)
|
[***]
|
[***]
|
[***]
|
Moisture (%)
|
[***]
|
[***]
|
[***]
|
Sulfur Dioxide
(lbs. SO
2
/mmBtu)
(C)*
|
[***]
|
[***]
|
[***]
|
Ash Fusion Temp
. (H=½w)
o
F Red. Atm. (E)*
|
[***]
|
[***]
|
[***]
|
Chlorine
(% dry)
(E)*
|
[***]
|
[***]
|
[***]
|
Hardgrove Grindability
|
[***]
|
[***]
|
[***]
|
Mercury
(lbs./TBtu) (F)*
|
[***]
|
[***]
|
[***]
|
Volatile Matter
(%)
(E)*
|
[***]
|
[***]
|
[***]
|
Sizing:
|
[***]
|
(A) =
|
the Half-Month weighted average analysis result (as determined under Article VIII).
|
(B) =
|
the analysis result of the sample (or composite of samples, if more than one) representing each Shipment of Coal.
|
(C) =
|
For the purpose of determining the pounds of sulfur dioxide per million Btu, the figures shall be rounded to the nearest one hundredth. For example, [***] pounds SO
2
per million Btu shall mean [***] pounds SO
2
per million Btu, while [***] pounds SO
2
per million Btu shall mean [***] pounds SO
2
per million Btu and shall be deemed, for example, not to have met a [***] pounds SO
2
per million Btu specification.
|
(D) =
|
Buyer shall also have the right to reject any Coal that: 1) exceeds [***]% capable of passing a [***] square wire cloth sieve; 2) is not free flowing and free of extraneous material upon unloading; 3) has intermediate sizes (including fines) added or removed.; and 4) is either smoking or in some form of combustion
.
|
Contract Year
|
Contract Quantity Price per Ton
|
Contract RFR Quantity Price per Ton
|
[***]
|
$[***]
|
$[***]
|
[***]
|
$[***]
|
$[***]
|
[***]
|
$[***]
|
$[***]
|
|
|
|
|
|
Mine Name
|
All mines of Oxford Mining Company, LLC and its affiliates.
|
|||
Surface or Underground
|
Surface
|
|||
Coal Seam(s)
|
Various
|
|||
County(ies)/State
|
Various in Ohio
|
|||
MSHA Mine ID No.
|
Various
|
|||
|
|
|||
Environmental Permit Nos.
|
|
|||
|
|
Plant:
|
Conesville Plant Units 5 & 6
|
|
a.
|
Commercial general liability insurance with a limit of not less than $1,000,000 each occurrence and aggregate.
|
b.
|
Commercial automobile liability insurance with a limit for bodily injury and property damage of not less than $5,000,000 each accident.
|
a.
|
Commercial Excess or Umbrella liability with not less than $4,000,000 each occurrence and aggregate limit.
|
a.
|
Coverage for the legal liability of Seller and its subcontractors under the worker’s compensation laws of the state in which the work is to be performed.
|
b.
|
Employer’s liability coverage in an amount not less than $1,000,000 for each accident shall be included.
|
1.
|
Grant of Phantom Units
. Effective on the Grant Date set forth above, Westmoreland Resource Partners, LP (“Westmoreland LP”) hereby grants to you as Grantee _____ [NUMBER] Phantom Units under the Amended and Restated Long-Term Incentive Plan of Westmoreland LP (the “Plan”) on the terms and conditions set forth in this Award Agreement for Grant of Phantom Units to Non-Employee Director (this “Agreement”) and in the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. This grant is made to you in consideration of your future service as a non-employee director of Westmoreland LP’s general partner (a “Westmoreland LP Director”).
|
2.
|
Vesting
.
The Phantom Units granted hereunder shall vest in full on the Vesting Date if you are continuing to serve as a Westmoreland LP Director on such Vesting Date. If and at such time as you cease to serve as a Westmoreland LP Director prior to the Vesting Date, the Phantom Units granted hereunder automatically shall be forfeited without any rights thereto on your part.
|
3.
|
Issuance of Common Units Following Vesting
. As soon as administratively practicable after the vesting of the Phantom Units, Westmoreland LP shall cause that number of the Common Units of the Company (“Common Units”) equal to the number of Phantom Units awarded hereunder to be issued to you in book-entry form.
|
4.
|
Transfer Limitations
. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
5.
|
Partnership Agreement Provisions
. Upon the issuance of the Common Units to you, you shall be subject to those terms and conditions of the Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP dated December 31, 2014, as amended from time to time (the “Partnership Agreement”), that are applicable to a limited partner owning Common Units.
|
6.
|
Restrictions
. By accepting this grant, you agree that any Common Units that you may acquire upon issuance of the Common Units pursuant hereto shall not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) any Common Units issued to you hereunder may bear such restrictions as Westmoreland LP deems appropriate in order to assure compliance with applicable securities laws, (b) Westmoreland
|
7.
|
Rights as Unitholder
. You shall have the right to vote and receive distributions on Common Units awarded hereunder and all of the other privileges of a unitholder of Westmoreland LP with respect to such Common Units only from the date of issuance to you of such Common Units in book-entry form in your name as provided herein.
|
8.
|
Insider Trading Policy
. The terms of any insider trading policy with respect to Common Units are incorporated herein by reference. The timing of the issuance of any Common Units pursuant hereto shall be subject to and comply with such policy.
|
9.
|
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of any successor or successors of Westmoreland LP and upon any person lawfully claiming under you.
|
10.
|
Entire Agreement
.
This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all of the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereunder and any Common Units hereafter issued hereunder in accordance with the terms hereof.
|
11.
|
Modifications
. Any modification of this Agreement shall be effective only if it is in writing and signed by both of the parties.
|
12.
|
Governing Law
. This Agreement, the grant of Phantom Units made hereunder and the issuance of Common Units hereunder upon vesting of such Phantom Units shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Westmoreland Resource Partners, LP;
|
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:
|
April 28, 2015
|
/s/ Keith E. Alessi
|
|
|
|
Name:
|
Keith E. Alessi
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
April 28, 2015
|
/s/ Keith E. Alessi
|
|
|
|
Name:
|
Keith E. Alessi
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
April 28, 2015
|
/s/ Kevin A. Paprzycki
|
|
|
|
Name:
|
Kevin A. Paprzycki
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Westmoreland Resource Partners, LP;
|
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:
|
April 28, 2015
|
/s/ Kevin A. Paprzycki
|
|
|
|
Name:
|
Kevin A. Paprzycki
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
Oxford
Complex |
MSHA
Mine ID |
MSHA Mine Name
|
(A)
Section
104 S&S Citations (#) |
(B)
Section
104(b) Orders (#) |
(C)
Section
104(d) Citations & Orders (#) |
(D)
Section
110(b)(2) Violations (#) |
(E)
Section
107(a)
Orders
(#)
|
(F)
Total Value of Proposed MSHA
Assessments
1
($)
|
(G)
Fatalities
(#)
|
|||||||||||||||||
Muhlenberg
|
1518134
|
Halls Creek
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
1518912
|
Island Dock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
1519365
|
Schoate Preparation Plant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
1519452
|
Star
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
1519466
|
Rose France
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
1519655
|
Geibel
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Belmont
|
3300965
|
Rice #1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3302937
|
Loading Dock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
3303758
|
Valley Mining Inc.
Auger #1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Cadiz
|
3304413
|
Standing Stone Mine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3304414
|
Snyder Mine
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
||||
3304538
|
Dairy Jean
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
||||
4609067
|
Crosscreek Mine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Harrison
|
3304577
|
Harrison Resources, LLC Sexton 2 Pit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
New Lexington
|
3304336
|
Oxford Mining #3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3304637
|
Athens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Noble
|
3303770
|
Rice #2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3304624
|
King Crum
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
||||
3304624
|
Oxford Guemsey
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Plainfield
|
3303288
|
Rice #7
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3303907
|
Conesville Plant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
3304180
|
Coshocton Strip
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
3304213
|
Oxford Mining #2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Tuscarawas
|
3303930
|
Lisbon Mine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
3304179
|
Tuscarawas Strip
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
||||
3304181
|
Stark Strip
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
TOTAL
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$
|
800
|
|
|
—
|
|
|