☒
|
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)
|
|
PAGE
|
|
|
Notes to
Consolidated Financial Statements
|
|
|
June 30,
2016 |
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Assets
|
|
||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
5,610
|
|
|
$
|
3,710
|
|
Receivables
|
34,966
|
|
|
32,552
|
|
||
Inventories
|
19,299
|
|
|
23,630
|
|
||
Assets held for sale
|
1,373
|
|
|
—
|
|
||
Other current assets
|
7,189
|
|
|
4,650
|
|
||
Total current assets
|
68,437
|
|
|
64,542
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and mineral rights
|
108,496
|
|
|
104,600
|
|
||
Plant and equipment
|
259,345
|
|
|
258,877
|
|
||
|
367,841
|
|
|
363,477
|
|
||
Less accumulated depreciation, depletion and amortization
|
(110,902
|
)
|
|
(85,836
|
)
|
||
Net property, plant and equipment
|
256,939
|
|
|
277,641
|
|
||
Advanced coal royalties
|
6,257
|
|
|
10,082
|
|
||
Restricted investments
|
37,506
|
|
|
34,526
|
|
||
Intangible assets, net of accumulated amortization of $3.1 million and $2.1 million, respectively
|
27,900
|
|
|
28,933
|
|
||
Deposits and other assets
|
810
|
|
|
1,554
|
|
||
Total Assets
|
$
|
397,849
|
|
|
$
|
417,278
|
|
Liabilities and Partners' Capital
|
|
||||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
3,019
|
|
|
$
|
2,563
|
|
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade
|
19,002
|
|
|
23,132
|
|
||
Production taxes
|
15,486
|
|
|
16,586
|
|
||
Asset retirement obligations
|
18,492
|
|
|
14,075
|
|
||
Other current liabilities
|
3,143
|
|
|
3,998
|
|
||
Total current liabilities
|
59,142
|
|
|
60,354
|
|
||
Long-term debt, less current installments
|
311,450
|
|
|
298,814
|
|
||
Asset retirement obligations, less current portion
|
39,913
|
|
|
42,559
|
|
||
Other liabilities
|
2,584
|
|
|
2,397
|
|
||
Total liabilities
|
413,089
|
|
|
404,124
|
|
||
Partners' capital (deficit):
|
|
|
|
||||
Limited partners (5,733,560 and 5,711,630 units outstanding as of June 30, 2016 and December 31, 2015, respectively)
|
(11,642
|
)
|
|
(3,176
|
)
|
||
Series A Convertible Units (15,656,551 and 15,251,989 units outstanding as of June 30, 2016 and December 31, 2015, respectively)
|
(36,898
|
)
|
|
(16,760
|
)
|
||
General partner (35,291 units outstanding as of June 30, 2016 and December 31, 2015, respectively)
|
33,308
|
|
|
33,360
|
|
||
Accumulated other comprehensive loss
|
(8
|
)
|
|
(270
|
)
|
||
Total Westmoreland Resource Partners, LP (deficit) capital
|
(15,240
|
)
|
|
13,154
|
|
||
Total liabilities and partners’ capital
|
$
|
397,849
|
|
|
$
|
417,278
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Coal revenues
|
$
|
79,096
|
|
|
$
|
92,554
|
|
|
$
|
170,656
|
|
|
$
|
195,828
|
|
Non-coal revenues
|
1,371
|
|
|
2,880
|
|
|
2,293
|
|
|
6,850
|
|
||||
Total revenues
|
80,467
|
|
|
95,434
|
|
|
172,949
|
|
|
202,678
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of coal revenues
|
62,674
|
|
|
77,219
|
|
|
133,885
|
|
|
161,046
|
|
||||
Cost of non-coal revenues
|
123
|
|
|
235
|
|
|
276
|
|
|
3,390
|
|
||||
Depreciation, depletion and amortization
|
14,547
|
|
|
13,921
|
|
|
29,812
|
|
|
28,811
|
|
||||
Selling and administrative
|
2,844
|
|
|
4,677
|
|
|
6,112
|
|
|
8,847
|
|
||||
Loss on sales of assets
|
407
|
|
|
645
|
|
|
1,636
|
|
|
1,701
|
|
||||
Restructuring and impairment charges
|
4,163
|
|
|
103
|
|
|
4,701
|
|
|
656
|
|
||||
Total cost and expenses
|
84,758
|
|
|
96,800
|
|
|
176,422
|
|
|
204,451
|
|
||||
Operating income (loss)
|
(4,291
|
)
|
|
(1,366
|
)
|
|
(3,473
|
)
|
|
(1,773
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(10,247
|
)
|
|
(6,010
|
)
|
|
(20,095
|
)
|
|
(11,943
|
)
|
||||
Interest income
|
79
|
|
|
150
|
|
|
419
|
|
|
519
|
|
||||
Other income
|
30
|
|
|
130
|
|
|
54
|
|
|
222
|
|
||||
Change in fair value of warrants
|
4
|
|
|
448
|
|
|
(186
|
)
|
|
477
|
|
||||
Total other expenses
|
(10,134
|
)
|
|
(5,282
|
)
|
|
(19,808
|
)
|
|
(10,725
|
)
|
||||
Loss before income taxes
|
(14,425
|
)
|
|
(6,648
|
)
|
|
(23,281
|
)
|
|
(12,498
|
)
|
||||
Income tax benefit (expense)
|
—
|
|
|
293
|
|
|
—
|
|
|
(45
|
)
|
||||
Net loss
|
(14,425
|
)
|
|
(6,355
|
)
|
|
(23,281
|
)
|
|
(12,543
|
)
|
||||
Less net (loss) income allocated to general partner
|
(23
|
)
|
|
—
|
|
|
(37
|
)
|
|
4,054
|
|
||||
Net loss allocated to limited partners
|
$
|
(14,402
|
)
|
|
$
|
(6,355
|
)
|
|
$
|
(23,244
|
)
|
|
$
|
(16,597
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) per common limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.67
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(2.82
|
)
|
Diluted
|
(0.67
|
)
|
|
(1.08
|
)
|
|
(1.08
|
)
|
|
(2.82
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
5,899,577
|
|
|
5,878,187
|
|
|
5,892,290
|
|
|
5,878,187
|
|
||||
Diluted
|
5,899,577
|
|
|
5,878,187
|
|
|
5,892,290
|
|
|
5,878,187
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash distribution paid per common limited partner unit
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.20
|
|
Cash distribution paid per Series A convertible common unit
|
0.20
|
|
|
—
|
|
|
0.20
|
|
|
—
|
|
||||
Cash distribution paid per general partner unit
|
0.20
|
|
|
0.20
|
|
|
0.40
|
|
|
0.20
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net loss
|
$
|
(14,425
|
)
|
|
$
|
(6,355
|
)
|
|
$
|
(23,281
|
)
|
|
$
|
(12,543
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized and realized gain (loss) on available-for-sale securities
|
290
|
|
|
(449
|
)
|
|
262
|
|
|
(409
|
)
|
||||
Other comprehensive income (loss)
|
290
|
|
|
(449
|
)
|
|
262
|
|
|
(409
|
)
|
||||
Comprehensive loss attributable to the Partnership
|
$
|
(14,135
|
)
|
|
$
|
(6,804
|
)
|
|
$
|
(23,019
|
)
|
|
$
|
(12,952
|
)
|
|
Limited Partners
|
|
|
|
|
|
|
|
Total
Partners' Capital (Deficit) |
|||||||||||||||||||||||||||||||||
|
Common
|
|
Series A Convertible
|
|
Liquidation
|
|
Total
|
|
General Partner
|
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||||||||||||||||
|
Units
|
|
Capital (Deficit)
|
|
Units
|
|
Capital (Deficit)
|
|
Units
|
|
Capital
|
|
Units
|
|
Capital (Deficit)
|
|
Units
|
|
Capital
|
|
|
|||||||||||||||||||||
|
(In thousands, except shares data)
|
|||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2015
|
5,711,630
|
|
|
$
|
(3,176
|
)
|
|
15,251,989
|
|
|
$
|
(16,760
|
)
|
|
856,698
|
|
|
$
|
—
|
|
|
21,820,317
|
|
|
$
|
(19,936
|
)
|
|
35,291
|
|
|
$
|
33,360
|
|
|
$
|
(270
|
)
|
|
$
|
13,154
|
|
Net loss
|
—
|
|
|
(6,237
|
)
|
|
—
|
|
|
(17,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,244
|
)
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(23,281
|
)
|
|||||||
Equity-based compensation
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|||||||
Issuance of units to LTIP participants
|
21,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|
262
|
|
|||||||
Paid-in-kind Series A convertible unit distribution
|
—
|
|
|
—
|
|
|
404,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash distribution to unitholders
|
—
|
|
|
(2,356
|
)
|
|
—
|
|
|
(3,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,487
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(5,502
|
)
|
|||||||
Balance at June 30, 2016
|
5,733,560
|
|
|
$
|
(11,642
|
)
|
|
15,656,551
|
|
|
$
|
(36,898
|
)
|
|
856,698
|
|
|
$
|
—
|
|
|
22,246,809
|
|
|
$
|
(48,540
|
)
|
|
35,291
|
|
|
$
|
33,308
|
|
|
$
|
(8
|
)
|
|
$
|
(15,240
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(23,281
|
)
|
|
$
|
(12,543
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
29,812
|
|
|
28,811
|
|
||
Accretion of asset retirement obligations
|
2,779
|
|
|
2,518
|
|
||
Restructuring and impairment charges
|
4,701
|
|
|
656
|
|
||
Non-cash interest expense
|
4,554
|
|
|
2,664
|
|
||
Amortization of debt issuance costs
|
1,235
|
|
|
817
|
|
||
Other
|
1,950
|
|
|
1,369
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, net
|
(2,414
|
)
|
|
16,492
|
|
||
Inventories
|
4,331
|
|
|
(1,755
|
)
|
||
Accounts payable and accrued expenses
|
(6,806
|
)
|
|
(138
|
)
|
||
Deferred revenue
|
—
|
|
|
(2,513
|
)
|
||
Asset retirement obligations
|
(4,745
|
)
|
|
(2,695
|
)
|
||
Other assets and liabilities
|
2,054
|
|
|
747
|
|
||
Net cash provided by operating activities
|
14,170
|
|
|
34,430
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant, equipment and other
|
(2,529
|
)
|
|
(8,395
|
)
|
||
Advance coal royalties payments
|
(16
|
)
|
|
(3,266
|
)
|
||
Change in restricted investments
|
(2,720
|
)
|
|
1,777
|
|
||
Net proceeds from sales of assets
|
354
|
|
|
136
|
|
||
Net cash used in investing activities
|
(4,911
|
)
|
|
(9,748
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from long-term debt
|
—
|
|
|
937
|
|
||
Repayments of long-term debt
|
(1,857
|
)
|
|
(8,090
|
)
|
||
Debt issuance costs and other refinancing costs
|
—
|
|
|
(18
|
)
|
||
Transactions with Westmoreland Coal Company
|
—
|
|
|
(9,467
|
)
|
||
Cash distributions to unitholders
|
(5,502
|
)
|
|
(1,183
|
)
|
||
Net cash used in financing activities
|
(7,359
|
)
|
|
(17,821
|
)
|
||
Net increase (decrease) in cash
|
1,900
|
|
|
6,861
|
|
||
Cash, beginning of the period
|
3,710
|
|
|
6,004
|
|
||
Cash, end of the period
|
$
|
5,610
|
|
|
$
|
12,865
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
14,306
|
|
|
$
|
8,461
|
|
Non-cash transactions:
|
|
|
|
||||
Property, plant and equipment acquired with debt
|
9,259
|
|
|
5,065
|
|
||
Asset retirement obligations capitalized in mine development
|
3,400
|
|
|
2,533
|
|
||
Market value of Series A unit at date of distribution
|
3,050
|
|
|
—
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Coal stockpiles
|
$
|
4,030
|
|
|
$
|
5,683
|
|
Fuel inventories
|
1,524
|
|
|
1,953
|
|
||
Materials and supplies
|
14,062
|
|
|
16,311
|
|
||
Reserve for obsolete inventory
|
(317
|
)
|
|
(317
|
)
|
||
Total
|
$
|
19,299
|
|
|
$
|
23,630
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
7,481
|
|
|
$
|
7,409
|
|
Available-for-sale securities
|
30,025
|
|
|
27,117
|
|
||
|
$
|
37,506
|
|
|
$
|
34,526
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cost basis
|
$
|
30,114
|
|
|
$
|
27,387
|
|
Gross unrealized holding gains
|
287
|
|
|
74
|
|
||
Gross unrealized holding losses
|
(376
|
)
|
|
(344
|
)
|
||
Fair Value
|
$
|
30,025
|
|
|
$
|
27,117
|
|
|
WCC Transactions Restructuring Plan
|
||
|
(In thousands)
|
||
Balance, December 31, 2014
|
$
|
2,783
|
|
Restructuring Charges
|
656
|
|
|
Cash Payments
|
(3,311
|
)
|
|
Balance, December 31, 2015
|
128
|
|
|
Restructuring Charges
|
—
|
|
|
Cash Payments
|
(111
|
)
|
|
Balance, June 30, 2016
|
$
|
17
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Term loan facility
|
$
|
303,301
|
|
|
$
|
299,248
|
|
Capital lease obligations
|
17,326
|
|
|
9,351
|
|
||
Other
|
691
|
|
|
790
|
|
||
Total debt outstanding
|
321,318
|
|
|
309,389
|
|
||
Less debt issuance costs
|
(6,849
|
)
|
|
(8,012
|
)
|
||
Less current installments
|
(3,019
|
)
|
|
(2,563
|
)
|
||
Total debt outstanding, less current installments
|
$
|
311,450
|
|
|
$
|
298,814
|
|
|
June 30,
|
||
|
2016
|
||
|
(In thousands)
|
||
2016
|
$
|
1,357
|
|
2017
|
3,712
|
|
|
2018
|
307,480
|
|
|
2019
|
4,243
|
|
|
2020
|
1,835
|
|
|
Thereafter
|
2,691
|
|
|
Total
|
$
|
321,318
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
816
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Interest cost
|
—
|
|
|
642
|
|
|
—
|
|
|
1,285
|
|
||||
Amortization of deferred items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total net periodic benefit cost
|
$
|
—
|
|
|
$
|
1,458
|
|
|
$
|
—
|
|
|
$
|
2,917
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
—
|
|
|
$
|
623
|
|
Interest cost
|
—
|
|
|
603
|
|
|
—
|
|
|
1,228
|
|
||||
Expected return on plan assets
|
—
|
|
|
(844
|
)
|
|
—
|
|
|
(1,688
|
)
|
||||
Total net periodic benefit cost
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
163
|
|
|
Six Months Ended June 30, 2016
|
|
Year Ended December 31, 2015
|
||||
|
(In thousands)
|
||||||
Asset retirement obligations, January 1,
|
$
|
56,634
|
|
|
$
|
50,545
|
|
Accretion
|
2,779
|
|
|
5,085
|
|
||
Changes resulting from additional mines
|
—
|
|
|
2,285
|
|
||
Changes due to amount and timing of reclamation
|
4,800
|
|
|
6,265
|
|
||
Payments
|
(5,808
|
)
|
|
(7,546
|
)
|
||
Asset retirement obligations
|
58,405
|
|
|
56,634
|
|
||
Less current portion
|
(18,492
|
)
|
|
(14,075
|
)
|
||
Asset retirement obligations, less current portion
|
$
|
39,913
|
|
|
$
|
42,559
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Recognition of fair value of restricted common units over the vesting period
|
$
|
63
|
|
|
$
|
172
|
|
|
$
|
127
|
|
|
$
|
283
|
|
|
Units
|
|
Weighted Average Grant-Date Fair Value
|
|
Unamortized Compensation Expense
|
|
|||||
Non-vested at December 31, 2015
|
21,930
|
|
|
$
|
11.40
|
|
|
|
|
||
Granted
|
63,775
|
|
|
3.92
|
|
|
|
|
|||
Vested
|
(21,930
|
)
|
|
11.40
|
|
|
|
|
|||
Non-vested at June 30, 2016
|
63,775
|
|
|
$
|
3.92
|
|
|
$
|
167
|
|
1
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except shares and per share data)
|
||||||||||||||
Limited partner common units
|
|
|
|
|
|
|
|
||||||||
Weighted average units outstanding basic and diluted
1, 2
|
5,899,577
|
|
|
5,878,187
|
|
|
5,892,290
|
|
|
5,878,187
|
|
||||
Net (loss) allocated to common unitholders basic and diluted
2
|
$
|
(3,941
|
)
|
|
$
|
(6,354
|
)
|
|
$
|
(6,384
|
)
|
|
$
|
(16,597
|
)
|
Net (loss) per limited partner common unit basic and diluted
2
|
$
|
(0.67
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(2.82
|
)
|
|
|
|
|
|
|
|
|
||||||||
Series A convertible units
|
|
|
|
|
|
|
|
||||||||
Weighted average Series A convertible units outstanding basic
|
15,656,551
|
|
|
—
|
|
|
15,560,968
|
|
|
—
|
|
||||
Net loss allocated to Series A convertible units basic and diluted
2
|
$
|
(10,460
|
)
|
|
$
|
—
|
|
|
$
|
(16,859
|
)
|
|
$
|
—
|
|
Net loss per Series A convertible unit basic and diluted
2
|
$
|
(0.67
|
)
|
|
$
|
—
|
|
|
$
|
(1.08
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
General partner units
|
|
|
|
|
|
|
|
||||||||
Weighted average general partner units outstanding basic and diluted
|
35,291
|
|
|
35,291
|
|
|
35,291
|
|
|
35,291
|
|
||||
Net (loss) income allocated to general partners basic and diluted
2
|
$
|
(24
|
)
|
|
$
|
2
|
|
|
$
|
(38
|
)
|
|
$
|
4,057
|
|
Net (loss) income per general partner unit basic and diluted
2
|
$
|
(0.67
|
)
|
|
$
|
0.06
|
|
|
$
|
(1.08
|
)
|
|
$
|
114.96
|
|
|
|
|
|
|
|
|
|
||||||||
Cash distribution paid per common limited partner unit
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.20
|
|
Cash distribution paid per Series A convertible common unit
|
$
|
0.20
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
Cash distribution paid per general partner unit
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.20
|
|
|
Three Months Ended June 30, 2015
|
||||||||||
|
Limited Partner Units
|
|
Series A Convertible Units
|
|
General Partner Units
|
||||||
Predecessor Partnership basic and diluted earnings per unit
|
$
|
(1.08
|
)
|
|
$
|
—
|
|
|
$
|
(1.08
|
)
|
Impact of Kemmerer Drop basic and diluted earnings per unit
|
—
|
|
|
—
|
|
|
1.14
|
|
|||
Basic and diluted earnings per unit
|
$
|
(1.08
|
)
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
Six Months Ended June 30, 2015
|
||||||||||
|
Limited Partner Units
|
|
Series A Convertible Units
|
|
General Partner Units
|
||||||
Predecessor Partnership basic and diluted earnings per unit
|
$
|
(2.82
|
)
|
|
$
|
—
|
|
|
$
|
(2.82
|
)
|
Impact of Kemmerer Drop basic and diluted earnings per unit
|
—
|
|
|
—
|
|
|
117.78
|
|
|||
Basic and diluted earnings per unit
|
$
|
(2.82
|
)
|
|
$
|
—
|
|
|
$
|
114.96
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
||
|
(In thousands)
|
||
Balance at December 31, 2015
|
$
|
(270
|
)
|
Other comprehensive loss before reclassification
|
232
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
30
|
|
|
Balance at June 30, 2016
|
$
|
(8
|
)
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the statement where net income (loss) is presented
|
||||||
Details about accumulated other comprehensive income (loss) components
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|||||
2016
|
|
2016
|
|
||||||
|
(In thousands)
|
||||||||
Realized gains and losses on available-for-sale securities
|
$
|
30
|
|
|
$
|
30
|
|
|
Other income (loss)
|
•
|
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 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 inability to renew our mineral leases or material changes in lease royalties;
|
•
|
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;
|
•
|
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. Additional information is found in our discussion below under
Cash Distributions
;
|
•
|
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 SEC, including our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Total Revenues
|
$
|
80.5
|
|
|
$
|
95.4
|
|
|
$
|
(14.9
|
)
|
|
(15.6
|
)%
|
Net loss
|
(14.4
|
)
|
|
(6.4
|
)
|
|
(8.0
|
)
|
|
125.0
|
%
|
|||
Adjusted EBITDA
1
|
16.3
|
|
|
14.7
|
|
|
1.6
|
|
|
10.9
|
%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Coal revenues
|
$
|
79.1
|
|
|
$
|
92.6
|
|
|
$
|
(13.5
|
)
|
|
(14.6
|
)%
|
Non-coal revenues
|
1.4
|
|
|
2.8
|
|
|
(1.4
|
)
|
|
(50.0
|
)%
|
|||
Total Revenues
|
$
|
80.5
|
|
|
$
|
95.4
|
|
|
$
|
(14.9
|
)
|
|
(15.6
|
)%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Cost of coal revenues
|
$
|
62.7
|
|
|
$
|
77.2
|
|
|
$
|
(14.5
|
)
|
|
(18.8
|
)%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Depreciation, depletion and amortization
|
$
|
14.5
|
|
|
$
|
13.9
|
|
|
$
|
0.6
|
|
|
4.3
|
%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Selling and administrative
|
$
|
2.8
|
|
|
$
|
4.7
|
|
|
$
|
(1.9
|
)
|
|
(40.4
|
)%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Interest expense
|
$
|
(10.2
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(4.2
|
)
|
|
70.0
|
%
|
Interest income
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(50.0
|
)%
|
|||
Other income
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
|||
Change in fair value of warrants
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(100.0
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Total Revenues
|
$
|
172.9
|
|
|
$
|
202.7
|
|
|
$
|
(29.8
|
)
|
|
(14.7
|
)%
|
Net loss
|
(23.3
|
)
|
|
(12.5
|
)
|
|
(10.8
|
)
|
|
86.4
|
%
|
|||
Adjusted EBITDA
1
|
35.6
|
|
|
33.7
|
|
|
1.9
|
|
|
5.6
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Coal revenues
|
$
|
170.7
|
|
|
$
|
195.8
|
|
|
$
|
(25.1
|
)
|
|
(12.8
|
)%
|
Non-coal revenues
|
2.2
|
|
|
6.9
|
|
|
(4.7
|
)
|
|
(68.1
|
)%
|
|||
Total Revenues
|
$
|
172.9
|
|
|
$
|
202.7
|
|
|
$
|
(29.8
|
)
|
|
(14.7
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Cost of coal revenues
|
$
|
133.9
|
|
|
$
|
161.0
|
|
|
$
|
(27.1
|
)
|
|
(16.8
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Depreciation, depletion and amortization
|
$
|
29.8
|
|
|
$
|
28.8
|
|
|
$
|
1.0
|
|
|
3.5
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Selling and administrative
|
$
|
6.1
|
|
|
$
|
8.8
|
|
|
$
|
(2.7
|
)
|
|
(30.7
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Interest expense
|
$
|
(20.1
|
)
|
|
$
|
(11.9
|
)
|
|
$
|
(8.2
|
)
|
|
68.9
|
%
|
Interest income
|
0.4
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
(20.0
|
)%
|
|||
Other income
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(50.0
|
)%
|
|||
Change in fair value of warrants
|
(0.2
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
|
(140.0
|
)%
|
•
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to Net Loss
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(14,425
|
)
|
|
$
|
(6,355
|
)
|
|
$
|
(23,281
|
)
|
|
$
|
(12,543
|
)
|
Income tax expense
|
—
|
|
|
293
|
|
|
—
|
|
|
(45
|
)
|
||||
Interest expense
|
(10,168
|
)
|
|
(5,860
|
)
|
|
(19,676
|
)
|
|
(11,424
|
)
|
||||
Depreciation, depletion and amortization
|
14,547
|
|
|
13,921
|
|
|
29,812
|
|
|
28,811
|
|
||||
Accretion of ARO and receivable
|
1,404
|
|
|
1,270
|
|
|
2,779
|
|
|
2,518
|
|
||||
EBITDA
|
11,694
|
|
|
14,403
|
|
|
28,986
|
|
|
30,255
|
|
||||
Restructuring and impairment charges
|
4,163
|
|
|
103
|
|
|
4,701
|
|
|
656
|
|
||||
Loss on sale of assets
|
407
|
|
|
645
|
|
|
1,636
|
|
|
1,701
|
|
||||
Share-based compensation
|
63
|
|
|
172
|
|
|
127
|
|
|
283
|
|
||||
Other non-cash and non-recurring costs
1
|
(34
|
)
|
|
(578
|
)
|
|
132
|
|
|
818
|
|
||||
Adjusted EBITDA
|
16,293
|
|
|
14,745
|
|
|
35,582
|
|
|
33,713
|
|
||||
Deferred revenue
|
(3,572
|
)
|
|
(4,944
|
)
|
|
—
|
|
|
(2,513
|
)
|
||||
Reclamation and mine closure costs
|
(3,736
|
)
|
|
(2,335
|
)
|
|
(5,624
|
)
|
|
(3,261
|
)
|
||||
Maintenance capital expenditures and other capitalized items
|
(1,783
|
)
|
|
(3,584
|
)
|
|
(3,328
|
)
|
|
(6,895
|
)
|
||||
Pension and postretirement medical
|
—
|
|
|
791
|
|
|
—
|
|
|
2,116
|
|
||||
Cash interest expense, net of interest income
|
(7,179
|
)
|
|
(4,109
|
)
|
|
(13,891
|
)
|
|
(7,940
|
)
|
||||
Distributable Cash Flow
|
$
|
23
|
|
|
$
|
564
|
|
|
$
|
12,739
|
|
|
$
|
15,220
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
5.6
|
|
|
$
|
3.7
|
|
Revolving Credit Facility
|
15.0
|
|
|
15.0
|
|
||
Total
|
$
|
20.6
|
|
|
$
|
18.7
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
14,170
|
|
|
$
|
34,430
|
|
Investing activities
|
(4,911
|
)
|
|
(9,748
|
)
|
||
Financing activities
|
(7,359
|
)
|
|
(17,821
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Coal reserves
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mine development
|
351
|
|
|
404
|
|
|
531
|
|
|
679
|
|
||||
Equipment and components
|
1,432
|
|
|
3,180
|
|
|
2,797
|
|
|
6,216
|
|
||||
Total
|
$
|
1,783
|
|
|
$
|
3,584
|
|
|
$
|
3,328
|
|
|
$
|
6,895
|
|
|
|
WESTMORELAND RESOURCE PARTNERS, LP
|
|
|
|
By:
|
WESTMORELAND RESOURCES GP, LLC, its general partner
|
|
|
|
|
Date:
|
August 2, 2016
|
By:
|
/s/ Jason W. Veenstra
|
|
|
|
Jason W. Veenstra
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
|
|
|
|
Date:
|
August 2, 2016
|
By:
|
/s/ Michael J Meyer
|
|
|
|
Michael J. Meyer
|
|
|
|
Controller and Principal Accounting Officer
|
|
|
|
(Principal Accounting Officer and A Duly Authorized Officer)
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
Certificate of Limited Partnership of Westmoreland Resource Partners, LP (f/k/a Oxford Resource Partners, LP)
|
|
8-K
|
|
001-34815
|
|
2.1
|
|
8/4/2015
|
|
|
3.2
|
|
Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP
|
|
10-K
|
|
001-34815
|
|
3.2
|
|
3/6/2015
|
|
|
3.3
|
|
Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP
|
|
8-K
|
|
001-34815
|
|
2.1
|
|
8/6/2015
|
|
|
3.4
|
|
Certificate of Formation of Westmoreland Resources GP, LLC (f/k/a Oxford Resources GP, LLC)
|
|
S-1
|
|
333-165662
|
|
3.3
|
|
4/21/2010
|
|
|
3.5
|
|
Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC (f/k/a Oxford Resources GP, LLC)
|
|
8-K
|
|
001-34815
|
|
3.2
|
|
1/4/2011
|
|
|
3.6
|
|
First Amendment to Third Amended and Restated Limited Liability Company Agreement of Westmoreland Resources GP, LLC (f/k/a Oxford Resources GP, LLC)
|
|
8-K
|
|
001-34815
|
|
3.2
|
|
6/25/2013
|
|
|
3.7
|
|
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 (f/k/a Oxford Resources GP, LLC)
|
|
10-Q
|
|
001-34815
|
|
3.4B
|
|
5/6/2014
|
|
|
10.1
|
|
Fifteenth Amendment to 2010 Coal Supply Agreement (Amended and Restated Agreement), by and between Pacificorp and Westmoreland Kemmerer, LLC (successor in interest to Chevron Mining Inc.), effective July 1, 2010
|
|
|
|
|
|
|
|
|
|
X
|
10.2
|
|
Sixteenth Amendment to 2010 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC (successor in interest to Chevron Mining Inc.), effective October 4, 2011
|
|
|
|
|
|
|
|
|
|
X
|
10.3
|
|
Seventeenth Amendment to 2010 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC (f/k/a Westmoreland Kemmerer Inc.), dated and effective January 31, 2012
|
|
|
|
|
|
|
|
|
|
X
|
10.4
|
|
Eighteenth Amendment to 2010 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC, effective October 20, 2015
|
|
|
|
|
|
|
|
|
|
X
|
10.5
|
|
Nineteenth Amendment to 2010 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC, effective as of January 1, 2016
|
|
|
|
|
|
|
|
|
|
X
|
10.6
|
|
Twentieth Amendment to 2010 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC, to be effective as of January 1, 2017
|
|
|
|
|
|
|
|
|
|
X
|
10.7
|
|
2017 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC (successor in interest to Chevron Mining Inc.), effective July 1, 2010
|
|
|
|
|
|
|
|
|
|
X
|
10.8
|
|
First Amendment to 2017 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC, dated October 20, 2015
|
|
|
|
|
|
|
|
|
|
X
|
10.9
|
|
Second Amendment to 2017 Coal Supply Agreement, by and between Pacificorp and Westmoreland Kemmerer, LLC, to be effective as of January 1, 2017
|
|
|
|
|
|
|
|
|
|
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
|
ARTICLE I
|
TERM
|
2
|
|
ARTICLE II
|
SOURCE OF COAL
|
2
|
|
2.01
|
Kemmerer Mine
|
2
|
|
2.02
|
Substitute Coal
|
2
|
|
ARTICLE III
|
QUANTITIES TO BE SUPPLIED
|
3
|
|
3.01
|
Ton
|
3
|
|
3.02
|
Requirements
|
3
|
|
3.03
|
Forecast of Requirements
|
6
|
|
3.04.
|
Delivery of Requirements
|
7
|
|
3.05
|
Minimum Deliveries
|
8
|
|
3.06
|
Point of Delivery
|
8
|
|
3.07
|
Scheduling
|
8
|
|
3.08
|
Facilities
|
9
|
|
3.09
|
Reliability
|
9
|
|
ARTICLE IV
|
COAL SPECIFICATIONS, ANALYSIS AND WEIGHTS
|
12
|
|
4.01
|
Coal Specifications
|
12
|
|
4.02
|
Sampling and Analysis
|
16
|
|
4.03
|
Weighing
|
18
|
|
4.04
|
Buyer's Remedies When Coal Does Not Meet Specifications
|
18
|
|
4.05
|
Premiums
|
20
|
|
4.06
|
Penalty and Premium Adjustment.
|
20
|
|
4.07
|
Seller's Suspension of Deliveries
|
21
|
|
4.08
|
Joint Task Force
|
21
|
|
4.09
|
Buyer's Cost of Cover
|
21
|
|
ARTICLE V
|
PRICE; PRICE ADJUSTMENTS
|
22
|
|
5.01
|
Pricing
|
22
|
|
5.02
|
Base Prices
|
22
|
|
5.03
|
Adjustment from Base Prices to Calculate Purchase Prices
|
22
|
|
5.04
|
Reclamation Payment
|
26
|
|
5.05
|
Use of Indices
|
26
|
|
5.06
|
BTU Variations
|
26
|
|
5.07
|
Purchase Price Reset
|
27
|
|
ARTICLE VI
|
BILLING AND PAYMENT
|
28
|
|
6.01
|
Invoices
|
28
|
|
6.02
|
Adjustments
|
29
|
|
ARTICLE VII
|
RECORDS AND AUDITS
|
29
|
|
7.01
|
Accounting Audit
|
29
|
|
7.02
|
Adjustments and Payments
|
29
|
|
7.03
|
Examination of Records
|
30
|
|
ARTICLE VIII
|
EXCUSE
|
30
|
|
8.01
|
General
|
30
|
|
8.02
|
Notice
|
30
|
|
8.03
|
Substitute Purchases and Sales
|
31
|
|
8.04
|
Pro Rata Apportionment
|
31
|
|
8.05
|
No Make-up
|
31
|
|
8.06
|
Calculation of Excuse Tons
|
31
|
|
ARTICLE IX
|
SUCCESSORS AND ASSIGNS
|
32
|
|
9.01
|
Assignment
|
32
|
|
9.02
|
Assumption by Assignee
|
32
|
|
ARTICLE X
|
NOTICES
|
32
|
|
ARTICLE XI
|
NONWAIVER; CUMULATIVE REMEDIES
|
33
|
|
11.01
|
Nonwaiver
|
33
|
|
11.02
|
Remedies Cumulative
|
33
|
|
ARTICLE XII
|
RESOLUTION OF DISPUTES: ARBITRATION
|
33
|
|
12.01
|
Agreement to Arbitrate
|
33
|
|
12.02
|
Submission to Arbitration and Selection of Arbitrators
|
33
|
|
12.03
|
Disputes under Section 5.03(c)
|
34
|
|
ARTICLE XIII
|
MISCELLANEOUS
|
34
|
|
13.01
|
Applicable Law
|
34
|
|
13.02
|
Headings Not to Affect Construction
|
34
|
|
13.03
|
Entire Agreement; Termination of Prior Agreement; Amendments
|
34
|
|
13.04
|
Severability
|
34
|
|
13.05
|
Confidential Information
|
34
|
|
13.06
|
Conflicts of Interest
|
35
|
|
13.07
|
Defined Term;
|
36
|
|
13.08
|
Exhibits, Schedules and Forms
|
36
|
|
B.
|
Pricing Schedules
|
C.
|
Pricing Reset Schedules
|
Schedule 4:
|
Example - Changing Pricing Model to Reflect January 1, 2013 Reset Purchase Price
|
D.
|
January 1, 2016 and January l, 2019 Price Reset Example
|
F.
|
Kemmerer Gross Mine Profit Statement as of December 31, 2009
|
G.
|
Key to Indices
|
H.
|
Index. to Defined Terms
|
(i)
|
Buyer's Requirements for any Contract Year shall be determined as follows: |
(ii)
|
Seller's Delivery Obligation
for any Contract Year shall be determined as
|
3.03
|
Forecast of Requirements
.
|
3.04
|
Delivery of Requirements
.
|
3.09
|
Reliability
.
|
|
Tonnage 11Vail11ble (or make-up
|
|||||||||||||
Forecast Requirements (rounded)
|
|
Cumulative Maximum
Make Up
|
July
|
August
|
S
e
pt
|
Oct
|
Nov
|
Dec
|
Jan
|
Feb
|
Marc
It
|
April
|
May
|
June
|
******
|
******
|
******
|
******
|
******
|
******
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******
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******
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******
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******
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******
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|
(2)
Unit 3:
|
Minimum
|
Maximum.
|
Average
|
BTUs/lb (ar)
|
******
|
******
|
******
|
Ash %
(ar)
|
******
|
******
|
******
|
Moisture %
|
******
|
******
|
******
|
Sulfur Dioxide
|
|
|
|
(lbs.
SO
2
/MMBTU)
|
******
|
******
|
******
|
Calcium Oxide (CaO)
%
in Ash
|
******
|
******
|
******
|
Iron Oxide (Fe
2
O
3
)
%
in Ash
|
******
|
******
|
******
|
Combined CaO and Fe
2
O
3
in
Ash
|
******
|
******
|
******
|
|
Minimum
|
Maximum.
|
Average
|
BTUs/lb (ar)
|
******
|
******
|
******
|
Ash %
(ar)
|
******
|
******
|
******
|
Moisture %
|
******
|
******
|
******
|
Sulfur Dioxide
|
|
|
|
(lbs.
SO
2
/MMBTU)
|
******
|
******
|
******
|
Calcium Oxide (CaO)
%
in Ash
|
******
|
******
|
******
|
Iron Oxide (Fe
2
O
3
)
%
in Ash
|
******
|
******
|
******
|
Combined CaO and Fe
2
O
3
in
Ash
|
******
|
******
|
******
|
SQ
2
/MMBTU Level
|
Variance Months
|
******, but ≤ ******
|
******
|
******,
but
≤
******
|
******
|
******, but ≤
******
|
******
|
******
.but
≤ ******
|
******
|
4.02
|
Sampling and Analysis
.
|
4.03
|
Weighing
.
|
4.04
|
Buyer's Remedies When Coal Does Not Meet Specifications
.
|
(d)
|
The following remedies apply to coal delivered
to
Units 1 and 2:
|
4.09
|
Buyer's Cost of Cover
.
|
(b)
|
The Escalated Component of the Base Price
shall
be adjusted as follows:
|
(c)
|
Laws and Regulations Other than Government Impositions
.
|
(d)
|
Government Impositions
. The Purchase Price shall be increased or decreased in
|
(e)
|
Royalties and Depletion Fee
.
|
5.07
|
Purchase
Price
Reset
.
|
8.05
|
No Make-up
. Any deficiencies in coal deliveries or takes caused by an Excuse
|
Chevron Mining Inc.
|
|
Pacificorp
|
By: /s/ Frederick Nelson
|
|
By: /s/ Michael G. Dunn
|
Name: Frederick Nelson
|
|
Name: Michael G. Dunn
|
Title: President
|
|
Title: President
|
|
|
|
September 1, 2010
|
|
September 1, 2010
|
A-1
|
Form of
Initial
Estimate
|
A-2
|
Form of Final Estimate
|
A-3
|
Form of Monthly Report
|
Schedule 2:
|
Tier Pricing Calculation Example For Price Effective January 1, 2013 - EAPP Prior to Reset Calculation
|
1.
|
Seller has constructed new facilities at its Sorenson Tipple which have changed the physical point at which Seller delivers coal to Buyer and changed the weigh scale for deliveries of coal.
|
2.
|
The parties therefore desire to amend the CSA solely to reflect these physical changes.
|
1.
|
Section 3.06 as presently written shall be deleted and shall now read in its entirety as follows:
|
2.
|
Section 4.03 as presently written shall be deleted and shall now read in its entirety as follows:
|
4.03
|
Weighing
|
Chevron Mining Inc.
|
|
Pacificorp
|
By: /s/ [Illegible]
|
|
By: /s/ Cindy Crane
|
Title: President
|
|
Title: Vice President
|
|
|
|
September 30, 2011
|
|
October 4, 2011
|
A.
|
Westmoreland Kemmerer, Inc. has recently acquired the interest as Seller in the CSA.
|
B.
|
The parties desire to amend the CSA to reflect the agreements between Buyer and Seller to remove the 2013 Purchase Price Reset in connection with Buyer's consent to the assignment of the CSA to Westmoreland Kemmerer, Inc.
|
Westmoreland Kemmerer Inc.
|
|
Pacificorp
|
By: /s/ Jennifer Grafton
|
|
By: /s/ Cindy Crane
|
Title: General Counsel and Secretary
|
|
Title: Vice President
|
|
|
|
January 31, 2012
|
|
January 31, 2012
|
A.
|
The Parties desire to amend Section 8.06 of the CSA at the same time they desire to amend the COAL SUPPLY AGREEMENT between PACIFICORP and WESTMORELAND KEMMERER, INC., as successor in interest to Chevron Mining Inc., with deliveries commencing January 1, 2017 (the 2017 CSA), as set forth in the First Amendment to 2017 CSA.
|
B.
|
Seller and Buyer intend for the Eighteenth Amendment to CSA, and the First Amendment to 2017 CSA, to become effective simultaneously.
|
1.
|
Section 8.06 as presently written shall be deleted and replaced with the following:
|
(a)
|
For Excuse events declared by Seller under Section 8.01, the determination of tons affected by an Excuse event for the purpose of Section 5.02 shall be calculated by taking the total deliveries over the previous thirty-six (36) months unaffected by Excuse events
|
(b)
|
For Excuse events declared by Buyer under Section 8.01, the determination of tons affected by an Excuse event for the purpose of Section 5.02 shall be calculated by taking the total deliveries over the previous thirty-six (36) months unaffected by Excuse events divided by the number of delivery days in the previous thirty-six (36) months unaffected by Excuse events to arrive at a daily average rate of deliveries. The daily average rate of deliveries is further adjusted by a percentage calculated as follows: (i) the tons burned in the unit(s) affected by the Excuse event over the prior 36 months unaffected by Excuse events (ii) divided by the total tons burned at the Plant over the prior 36 months unaffected by Excuse events. This results in the Affected Unit(s) Daily Average. The Affected Unit(s) Daily Average shall then be multiplied by the number of days covered in the Excuse event to arrive at the excused tons. The excused tons shall reduce on a pro-rata basis the quantities contained in the two pricing tiers specified in Section 5.02 based upon and subject to the Annual Maximum. Exhibit I sets forth examples of how the Parties intend for the foregoing calculations to be applied, including the actual calculation by the Parties resulting from the Buyer’s notice, dated October 9, 2014, of an Excuse event beginning September 28, 2014.”
|
2.
|
The Parties hereby add the attached Exhibit I to the CSA.
|
3.
|
The CSA, as amended by this Eighteenth Amendment, is in full force and effect.
|
Westmoreland Kemmerer LLC
|
|
Pacificorp
|
By: /s/ Samuel Hagreen
|
|
By: /s/ Dana Ralston
|
Its: General Counsel
|
|
Title: VP COAL GEN & MINING
|
Date Signed: October 20, 2015
|
|
Date Signed: October 29, 2016
|
Westmoreland Kemmerer LLC
|
|
Pacificorp
|
By: /s/ Kevin Paprzycki
|
|
By: /s/ Dana Ralston
|
Its: CEO
|
|
Title: VP COAL GEN & MINING
|
Date Signed: 4.15.16
|
|
Date Signed: 4/22/16
|
A.
|
The Parties desire to amend Section 3.04 of the CSA at the same time they desire to amend the COAL SUPPLY AGREEMENT between PACIFICORP and WESTMORELAND KEMMERER, LLC., formerly Westmoreland Kemmerer, Inc., as successor in interest to Chevron Mining Inc., with deliveries commencing January 1, 2017 (the 2017 CSA), as set forth in the Second Amendment to 2017 CSA.
|
B.
|
Seller and Buyer intend for the Twentieth Amendment to CSA, and the Second Amendment to 2017 CSA, to become effective simultaneously.
|
1.
|
Section 3.04(c)
Over/Under Account
as presently written shall be deleted in its entirety. As a result, Exhibit E “Over/Under Account Examples” shall also be deleted in its entirety.
|
2.
|
The CSA, as amended by this Twentieth Amendment, is in full force and effect.
|
ARTICLE I
|
TERM
|
1
|
ARTICLE II
|
SOURCE OF COAL
|
1
|
2.01
|
Kemmerer Mine
|
1
|
2.02
|
Substitute Coal
|
1
|
ARTICLE III
|
QUANTITIES TO BE SUPPLIED
|
2
|
3.01
|
Ton
|
2
|
3.02
|
Requirements
|
2
|
3.03
|
Forecast of Requirements
|
5
|
3.04
|
Delivery of Requirements
|
6
|
3.05
|
Minimum Deliveries to Stockpiles
|
7
|
3.06
|
Point of Delivery
|
8
|
3.07
|
Scheduling
|
8
|
3.08
|
Facilities
|
8
|
3.09
|
Reliability
|
8
|
3.10
|
Environmental Response
|
11
|
ARTICLE IV
|
COAL SPECIFICATIONS, ANALYSIS, AND WEIGHTS
|
12
|
4.01
|
Coal Specifications
|
12
|
4.02
|
Sampling and Analysis
|
15
|
4.03
|
Weighing
|
17
|
4.04
|
[Intentionally Omitted]
|
17
|
4.05
|
[Intentionally Omitted]
|
17
|
4.06
|
[Intentionally Omitted]
|
17
|
4.07
|
[Intentionally Omitted]
|
17
|
4.08
|
Joint Task Force
|
17
|
4.09
|
Buyer's Cost of Cover
|
18
|
ARTICLE V
|
PRICE; PRICE ADJUSTMENTS
|
18
|
5.01
|
Purchase Price
|
18
|
5.02
|
Base Price
|
18
|
5.03
|
Adjustment from Base Prices to Calculate Purchase Prices
|
19
|
5.04
|
Reclamation Payment.
|
22
|
5.05
|
Use of Indices
|
22
|
5.06
|
BTU Variations
|
23
|
5.07
|
Purchase Price Reset
|
23
|
ARTICLE VI
|
BILLING AND PAYMENT
|
24
|
6.01
|
Invoices
|
24
|
6.02
|
Adjustments
|
24
|
ARTICLE VII
|
RECORDS AND AUDITS
|
24
|
7.01
|
Accounting Audit
|
24
|
7.02
|
Adjustments and Payments
|
25
|
7.03
|
Examination of Records
|
25
|
ARTICLE VIII
|
EXCUSE
|
25
|
8.01
|
General
|
25
|
8.02
|
Notice
|
26
|
8.03
|
Substitute Purchases and Sales
|
26
|
8.04
|
Pro Rata Apportionment
|
26
|
8.05
|
No Make Up
|
27
|
8.06
|
Calculation of Excuse Tons
|
27
|
ARTICLE IX
|
SUCCESSORS AND ASSIGNS
|
27
|
9.01
|
Assignment
|
27
|
9.02
|
Assumption by Assignee
|
27
|
ARTICLE X
|
NOTICES
|
27
|
ARTICLE XI
|
NONWAIYER; CUMULATIVE REMEDIES
|
28
|
11.01
|
Nonwaiver
|
28
|
11.02
|
Remedies Cumulative
|
28
|
ARTICLE XII
|
RESOLUTION OF DISPUTES: ARBITRATION
|
28
|
12.01
|
Agreement to Arbitrate
|
28
|
12.02
|
Submission to Arbitration and Selection of Arbitrators
|
28
|
12.03
|
Disputes under Section 5.03(c)
|
29
|
ARTICLE XIII
|
MISCELLANEOUS
|
29
|
13.01
|
Applicable Law
|
29
|
13.02
|
Headings Not to Affect Construction
|
29
|
13.03
|
Entire Agreement; Termination of Prior Agreement; Amendments
|
29
|
13.04
|
Severability
|
30
|
13.05
|
Confidential Information
|
30
|
13.06
|
Conflicts of Interest
|
31
|
13.07
|
Defined Terms
|
31
|
13.08
|
Exhibits, Schedules and Forms
|
31
|
A.
|
Examples (Section 4
.
02(b))
|
B.
|
Pricing Schedules
|
C.
|
Pricing Reset Schedules
|
Schedule 2:
|
Tier Pricing Calculation Example For Price Effective January l, 2013 - EAPP
Prior to
Reset Calculation
|
Schedule 3:
|
Example of Methodology Used to Calculate Kemmerer Mine Cost for Calendar Year 2012
|
Schedule 4:
|
Example - Changing Pricing Model to Reflect January 1, 2013 Reset Purchase Price
|
D.
|
January l, 2016 and January 1, 2019 Price Reset Example
|
E.
|
Over/Under Account Examples
|
F.
|
Kemmerer Gross Mine Profit Statement as of December 31, 2009
|
G.
|
Key to
Indices
|
H.
|
Index to
Defined Terms
|
(1)
|
Requirements and Delivery Obligation under Section 3.02(f);
|
(2)
|
Shortfall Tons under Section 3.04(a) and Predelivery Tons under Section 3.04(b);
|
(3)
|
Over MMBTU and Under MMBTU under Section
3.04(c);
|
(4)
|
Reliability calculations under Section 3.09, including the calculation of Reliability Deficiency Tonnage and Make Up Tonnage;
|
(5)
|
Variance
Months determined
pursuant to
Section
4.0l(e);
|
(6)
|
Tier 1and Tier 2 Purchase Prices under Section 5.01; and
|
(7)
|
The calculation of
''Excuse
Tons" under Section 8.06
|
(ii)
|
Seller's Delivery Obligation
for any Contract Year shall be determined as
|
3.09
|
Reliability
.
|
|
Tonnage 11Vail11ble (or make-up
|
|||||||||||||
Forecast Requirements (rounded)
|
|
Cumulative Maximum
Make Up
|
July
|
August
|
S
e
pt
|
Oct
|
Nov
|
Dec
|
Jan
|
Feb
|
Marc
It
|
April
|
May
|
June
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
******
|
SO
2
/MMBTU Level
|
Variance Months
|
******
but ≤
******
|
******
|
******
but ≤
******
|
******
|
******
but ≤
******
|
******
|
******
but ≤
******
|
******
|
4.05
|
[Intentionally Omitted].
|
4.06
|
[Intentionally Omitted].
|
4.07
|
[Intentionally Omitted].
|
4.09
|
Buyer's Cost of Cover
.
|
(c)
|
[Intentionally Omitted]
.
|
5.03
|
Adjustment from Base Prices to Calculate Purchase Prices
.
|
(b)
|
The Escalated Component of the Base Price shall be adjusted as follows:
|
(c)
|
Laws and Regulations Other than Government Impositions.
|
(e)
|
Royalties and Depletion Fee
.
|
ACV Adjustment
|
=
W(P) [(QA-
******
)/
******
)]
|
Chevron Mining Inc.
|
|
Pacificorp
|
By: /s/ Frederick Nelson
|
|
By: /s/ Michael G. Dunn
|
Name: Frederick Nelson
|
|
Name: Michael G. Dunn
|
Title: President
|
|
Title: President
|
|
|
|
September 1, 2010
|
|
September 1, 2010
|
Schedule 2:
|
Tier Pricing Calculation Example For Price Effective January 1, 2013 - EAPP Prior to Reset Calculation
|
A.
|
The Parties desire to amend the following portions of the 2017 CSA at the same time they desire to amend the Coal Supply Agreement dated July 1, 1992, as amended and restated in the FIFTEENTH AMENDMENT TO COAL SUPPLY AGREEMENT, effective July 1, 2010 as further amended (“CSA”) between PACIFICORP and WESTMORELAND KEMMERER, INC., as successor in interest to Chevron Mining Inc.
|
B.
|
Seller and Buyer intend for the First Amendment to 2017 CSA, and the Eighteenth Amendment to CSA, to become effective simultaneously.
|
1.
|
Section 3.02(d) as presently written shall be deleted and replaced with the following:
|
(1)
|
Except as stated in 3.02(d)(2),
Buyer may not request as Requirements (as defined in Section 3.02(f), and Seller shall not be obligated to deliver, coal in excess of ******
|
(2)
|
Notwithstanding the reductions in Annual Maximum under PacifiCorp’s notice dated August 13, 2014 as accepted and agreed by Westmoreland Kemmerer, Inc. dated March 13, 2015, for Contract Year 2017–2018, the Annual Maximum shall be ****** tons.”
|
2.
|
Section 3.02(e) as presently written shall be deleted and replaced with the following:
|
3.
|
The third and fourth sentences in Section 3.04(a)
Shortfall
as presently written shall be deleted and replaced with the following: “Except as stated below regarding the 2017 Stub Year, the total volume of Shortfall Tons to be delivered in any Contract Year shall not exceed ****** tons. In the event that the Shortfall Tons in any Contract Year (except the 2017 Stub Year) exceed ****** tons, then such failure shall constitute a breach of this Agreement and Buyer shall have any and all remedies available for such a breach. For the 2017 Stub Year only, the foregoing sentences shall apply except that the phrase “****** tons” in both sentences shall be replaced with “****** tons.”
|
4.
|
The first sentence in Section 3.05 as presently written shall be deleted and replaced with the following: “Except as stated below regarding the 2017 Stub year, if Buyer’s inventory is less than a total of ****** tons then Buyer may provide written notice to Seller that Buyer requires a plan to increase inventory of the coal. For the 2017 Stub Year only, if Buyer’s inventory is less than a total of ****** tons then Buyer may provide written notice to Seller that Buyer requires a plan to increase inventory of the coal.”
|
5.
|
Section 3.09 as presently written shall be deleted in its entirety. As a result, the definition of “Net RDT” as presently written in Section 3.02(f) shall be deleted and replaced with “equal to zero tons.”
|
6.
|
Section 8.06 as presently written shall be deleted and replaced with the following:
|
(a)
|
For Excuse events declared by Seller under Section 8.01, the determination of tons affected by an Excuse event for the purpose of Section 5.02 shall be calculated by taking the total deliveries over the previous thirty-six (36) months unaffected by Excuse events divided by the number of delivery days in the previous thirty-six (36) months unaffected by Excuse events to arrive at a daily average rate of deliveries. The daily average rate shall then be multiplied by the number of delivery days covered in the Excuse event to arrive at the excused tons. The excused tons shall reduce on a pro-rata basis the quantities contained in the two pricing tiers specified in Section 5.02 based upon and subject to the Annual Maximum.
|
(b)
|
For Excuse events declared by Buyer under Section 8.01, the determination of tons affected by an Excuse event for the purpose of Section 5.02 shall be calculated by taking the total deliveries over the previous thirty-six (36) months unaffected by Excuse events divided by the number of delivery days in the previous thirty-six (36) months unaffected by Excuse events to arrive at a daily average rate of deliveries. The daily average rate of deliveries is further adjusted by a percentage calculated as follows: (i) the tons burned in the unit(s) affected by the Excuse event over the prior 36 months unaffected by Excuse events (ii) divided by the total tons burned at the Plant over the prior 36 months unaffected by Excuse events. This results in the Affected Unit(s) Daily Average. The Affected Unit(s) Daily Average shall then be multiplied by the number of days covered in the Excuse event to arrive at the excused tons. The excused tons shall reduce on a pro-rata basis the quantities contained in the two pricing tiers specified in Section 5.02 based upon and subject to the Annual Maximum.
|
(c)
|
Exhibit I sets forth examples of how the Parties intend for the foregoing calculations to be applied.”
|
7.
|
Except as amended herein, all other portions of the 2017 CSA, are in full force and effect.
|
Westmoreland Kemmerer LLC
|
|
Pacificorp
|
By: /s/ Samuel Hagreen
|
|
By: /s/ Dana Ralston
|
Its: General Counsel
|
|
Title: VP COAL GEN & MINING
|
Date Signed: October 20, 2015
|
|
Date Signed: October 29, 2016
|
A.
|
The Parties desire to amend Section 3.04 of the 2017 CSA at the same time they desire to amend the Coal Supply Agreement dated July 1, 1992, as amended and restated in the FIFTEENTH AMENDMENT TO COAL SUPPLY AGREEMENT, effective July 1, 2010 as further amended (“CSA”) between PACIFICORP and WESTMORELAND KEMMERER, LLC., formerly Westmoreland Kemmerer, Inc., as successor in interest to Chevron Mining Inc., as set forth in the Twentieth Amendment to CSA.
|
B.
|
Seller and Buyer intend for the Second Amendment to 2017 CSA, and the Twentieth Amendment to CSA, to become effective simultaneously.
|
1.
|
Section 3.04(c)
Over/Under Account
as presently written shall be deleted in its entirety. As a result, Exhibit E “Over/Under Account Examples” shall also be deleted in its entirety.
|
2.
|
Except as amended herein, all other portions of the 2017 CSA are in full force and effect.
|
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:
|
August 2, 2016
|
/s/ Kevin A. Paprzycki
|
|
|
|
Name:
|
Kevin A. Paprzycki
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive 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:
|
August 2, 2016
|
/s/ Jason W. Veenstra
|
|
|
|
Name:
|
Jason W. Veenstra
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
Date:
|
August 2, 2016
|
/s/ Kevin A. Paprzycki
|
|
|
|
Name:
|
Kevin A. Paprzycki
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 2, 2016
|
/s/ Jason W. Veenstra
|
|
|
|
Name:
|
Jason W. Veenstra
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
Westmoreland Resources Partners, LP
|
|||||||||||||||||||||||
10-Q Safety Statistics
|
|||||||||||||||||||||||
Quarter Ended June 30, 2016
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
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)
|
|||||||||||
Kemmerer Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
48-00086
|
4
|
|
—
|
|
2
|
|
—
|
|
—
|
|
$
|
8,193
|
|
—
|
|
No
|
No
|
4
|
|
2
|
|
—
|
|
Oxford Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
33-03907
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
3,331
|
|
—
|
|
No
|
No
|
2
|
|
1
|
|
—
|
|
(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, 2016
.
|
(7)
|
Total number of mining-related fatalities during the quarter ended
June 30, 2016
.
|
(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, 2016
that fall into each of the following categories is as follows:
|