☒
|
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
|
|
|
September 30,
2016 |
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Assets
|
|
||||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
8,866
|
|
|
$
|
3,710
|
|
Receivables
|
38,752
|
|
|
32,552
|
|
||
Inventories
|
18,531
|
|
|
23,630
|
|
||
Assets held for sale
|
1,128
|
|
|
—
|
|
||
Other current assets
|
4,413
|
|
|
4,650
|
|
||
Total current assets
|
71,690
|
|
|
64,542
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land and mineral rights
|
109,650
|
|
|
104,600
|
|
||
Plant and equipment
|
255,212
|
|
|
258,877
|
|
||
|
364,862
|
|
|
363,477
|
|
||
Less accumulated depreciation, depletion and amortization
|
(120,169
|
)
|
|
(85,836
|
)
|
||
Net property, plant and equipment
|
244,693
|
|
|
277,641
|
|
||
Advanced coal royalties
|
7,816
|
|
|
10,082
|
|
||
Restricted investments
|
37,765
|
|
|
34,526
|
|
||
Intangible assets, net of accumulated amortization of $3.6 million and $2.1 million, respectively
|
27,383
|
|
|
28,933
|
|
||
Deposits and other assets
|
720
|
|
|
1,554
|
|
||
Total Assets
|
$
|
390,067
|
|
|
$
|
417,278
|
|
Liabilities and Partners’ Capital
|
|
||||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
3,330
|
|
|
$
|
2,563
|
|
Accounts payable and accrued expenses:
|
|
|
|
||||
Trade
|
13,929
|
|
|
23,132
|
|
||
Deferred revenue
|
2,301
|
|
|
—
|
|
||
Production taxes
|
18,406
|
|
|
16,586
|
|
||
Asset retirement obligations
|
18,238
|
|
|
14,075
|
|
||
Other current liabilities
|
3,208
|
|
|
3,998
|
|
||
Total current liabilities
|
59,412
|
|
|
60,354
|
|
||
Long-term debt, less current installments
|
312,586
|
|
|
298,814
|
|
||
Asset retirement obligations, less current portion
|
39,204
|
|
|
42,559
|
|
||
Other liabilities
|
2,668
|
|
|
2,397
|
|
||
Total liabilities
|
413,870
|
|
|
404,124
|
|
||
Partners’ capital (deficit):
|
|
|
|
||||
Limited partners (5,733,560 and 5,711,630 units outstanding as of September 30, 2016 and December 31, 2015, respectively)
|
(13,905
|
)
|
|
(3,176
|
)
|
||
Series A Convertible Units (15,656,551 and 15,251,989 units outstanding as of September 30, 2016 and December 31, 2015, respectively)
|
(43,154
|
)
|
|
(16,760
|
)
|
||
General partner (35,291 units outstanding as of September 30, 2016 and December 31, 2015, respectively)
|
33,293
|
|
|
33,360
|
|
||
Accumulated other comprehensive loss
|
(37
|
)
|
|
(270
|
)
|
||
Total Westmoreland Resource Partners, LP (deficit) capital
|
(23,803
|
)
|
|
13,154
|
|
||
Total liabilities and partners’ capital
|
$
|
390,067
|
|
|
$
|
417,278
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Coal revenues
|
$
|
89,576
|
|
|
$
|
93,000
|
|
|
$
|
260,232
|
|
|
$
|
288,827
|
|
Non-coal revenues
|
733
|
|
|
1,327
|
|
|
3,026
|
|
|
8,178
|
|
||||
Total revenues
|
90,309
|
|
|
94,327
|
|
|
263,258
|
|
|
297,005
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of coal revenues
|
65,822
|
|
|
77,625
|
|
|
199,707
|
|
|
238,671
|
|
||||
Cost of non-coal revenues
|
127
|
|
|
234
|
|
|
403
|
|
|
3,624
|
|
||||
Depreciation, depletion and amortization
|
11,554
|
|
|
15,471
|
|
|
41,366
|
|
|
44,281
|
|
||||
Selling and administrative
|
3,178
|
|
|
4,039
|
|
|
9,290
|
|
|
12,885
|
|
||||
Loss on sales of assets
|
302
|
|
|
1,334
|
|
|
1,938
|
|
|
3,035
|
|
||||
Restructuring and impairment charges
|
3,366
|
|
|
—
|
|
|
8,067
|
|
|
656
|
|
||||
Total cost and expenses
|
84,349
|
|
|
98,703
|
|
|
260,771
|
|
|
303,152
|
|
||||
Operating income (loss)
|
5,960
|
|
|
(4,376
|
)
|
|
2,487
|
|
|
(6,147
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(10,438
|
)
|
|
(8,731
|
)
|
|
(30,533
|
)
|
|
(20,674
|
)
|
||||
Interest income
|
216
|
|
|
187
|
|
|
635
|
|
|
707
|
|
||||
Other income
|
68
|
|
|
2
|
|
|
122
|
|
|
224
|
|
||||
Change in fair value of warrants
|
(82
|
)
|
|
308
|
|
|
(268
|
)
|
|
785
|
|
||||
Total other expenses
|
(10,236
|
)
|
|
(8,234
|
)
|
|
(30,044
|
)
|
|
(18,958
|
)
|
||||
Loss before income taxes
|
(4,276
|
)
|
|
(12,610
|
)
|
|
(27,557
|
)
|
|
(25,105
|
)
|
||||
Income tax expense
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(157
|
)
|
||||
Net loss
|
(4,276
|
)
|
|
(12,722
|
)
|
|
(27,557
|
)
|
|
(25,262
|
)
|
||||
Less net (loss) income allocated to general partner
|
(7
|
)
|
|
135
|
|
|
(44
|
)
|
|
4,189
|
|
||||
Net loss allocated to limited partners
|
$
|
(4,269
|
)
|
|
$
|
(12,857
|
)
|
|
$
|
(27,513
|
)
|
|
$
|
(29,451
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.27
|
)
|
|
$
|
(1.30
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(4.12
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
5,899,577
|
|
|
5,878,187
|
|
|
5,894,737
|
|
|
5,878,187
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash distribution paid per common limited partner unit
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.60
|
|
|
$
|
0.40
|
|
Cash distribution paid per Series A convertible common unit
|
0.20
|
|
|
—
|
|
|
0.40
|
|
|
—
|
|
||||
Cash distribution paid per general partner unit
|
0.20
|
|
|
0.20
|
|
|
0.60
|
|
|
0.40
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net loss
|
$
|
(4,276
|
)
|
|
$
|
(12,722
|
)
|
|
$
|
(27,557
|
)
|
|
$
|
(25,262
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized and realized (loss) gain on available-for-sale securities
|
(29
|
)
|
|
(251
|
)
|
|
233
|
|
|
(751
|
)
|
||||
Transferred to WCC
|
—
|
|
|
160
|
|
|
—
|
|
|
660
|
|
||||
Other comprehensive (loss) income
|
(29
|
)
|
|
(91
|
)
|
|
233
|
|
|
(91
|
)
|
||||
Comprehensive loss attributable to the Partnership
|
$
|
(4,305
|
)
|
|
$
|
(12,813
|
)
|
|
$
|
(27,324
|
)
|
|
$
|
(25,353
|
)
|
|
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 units 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
|
—
|
|
|
(7,382
|
)
|
|
—
|
|
|
(20,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,513
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(27,557
|
)
|
|||||||
Equity-based compensation
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||||
Issuance of units to LTIP participants
|
21,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
233
|
|
|||||||
Paid-in-kind Series A convertible unit distribution
|
—
|
|
|
—
|
|
|
404,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404,562
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash distribution to unitholders
|
—
|
|
|
(3,537
|
)
|
|
—
|
|
|
(6,263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,800
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(9,823
|
)
|
|||||||
Balance at September 30, 2016
|
5,733,560
|
|
|
$
|
(13,905
|
)
|
|
15,656,551
|
|
|
$
|
(43,154
|
)
|
|
856,698
|
|
|
$
|
—
|
|
|
22,246,809
|
|
|
$
|
(57,059
|
)
|
|
35,291
|
|
|
$
|
33,293
|
|
|
$
|
(37
|
)
|
|
$
|
(23,803
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(27,557
|
)
|
|
$
|
(25,262
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
41,366
|
|
|
44,281
|
|
||
Accretion of asset retirement obligations
|
4,209
|
|
|
3,795
|
|
||
Restructuring and impairment charges
|
8,067
|
|
|
656
|
|
||
Non-cash interest expense
|
6,879
|
|
|
4,617
|
|
||
Amortization of debt issuance costs
|
1,953
|
|
|
1,483
|
|
||
Other
|
2,396
|
|
|
2,490
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, net
|
(6,200
|
)
|
|
5,937
|
|
||
Inventories
|
5,099
|
|
|
76
|
|
||
Accounts payable and accrued expenses
|
(9,100
|
)
|
|
(6,392
|
)
|
||
Accrued interest expense
|
241
|
|
|
1,909
|
|
||
Deferred revenue
|
2,301
|
|
|
(2,513
|
)
|
||
Asset retirement obligations
|
(7,413
|
)
|
|
(4,584
|
)
|
||
Other assets and liabilities
|
3,201
|
|
|
2,338
|
|
||
Net cash provided by operating activities
|
25,442
|
|
|
28,831
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property, plant, equipment and other
|
(4,780
|
)
|
|
(11,596
|
)
|
||
Advance coal royalties payments
|
(33
|
)
|
|
(3,284
|
)
|
||
Change in restricted investments
|
(2,977
|
)
|
|
38
|
|
||
Net proceeds from sales of assets
|
498
|
|
|
308
|
|
||
Cost of acquisition
|
—
|
|
|
(115,000
|
)
|
||
Net cash used in investing activities
|
(7,292
|
)
|
|
(129,534
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from long-term debt
|
—
|
|
|
120,937
|
|
||
Repayments of long-term debt
|
(3,171
|
)
|
|
(9,096
|
)
|
||
Debt issuance costs and other refinancing costs
|
—
|
|
|
(3,196
|
)
|
||
Cash distributions to unitholders
|
(9,823
|
)
|
|
(2,367
|
)
|
||
Net cash (used in) provided by financing activities
|
(12,994
|
)
|
|
106,278
|
|
||
Net increase in cash
|
5,156
|
|
|
5,575
|
|
||
Cash, beginning of the period
|
3,710
|
|
|
6,004
|
|
||
Cash, end of the period
|
$
|
8,866
|
|
|
$
|
11,579
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
21,460
|
|
|
$
|
12,710
|
|
Non-cash transactions:
|
|
|
|
||||
Property, plant and equipment acquired with debt
|
9,259
|
|
|
5,065
|
|
||
Asset retirement obligations capitalized in mine development
|
4,273
|
|
|
3,778
|
|
||
Fair value of Series A Units in excess of net assets received
|
—
|
|
|
115,000
|
|
||
Market value of Series A units at date of distribution
|
3,050
|
|
|
—
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Coal stockpiles
|
$
|
4,266
|
|
|
$
|
5,683
|
|
Fuel inventories
|
1,589
|
|
|
1,953
|
|
||
Materials and supplies
|
12,993
|
|
|
16,311
|
|
||
Reserve for obsolete inventory
|
(317
|
)
|
|
(317
|
)
|
||
Total
|
$
|
18,531
|
|
|
$
|
23,630
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
7,156
|
|
|
$
|
7,409
|
|
Available-for-sale securities
|
30,609
|
|
|
27,117
|
|
||
|
$
|
37,765
|
|
|
$
|
34,526
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cost basis
|
$
|
30,584
|
|
|
$
|
27,387
|
|
Gross unrealized holding gains
|
296
|
|
|
74
|
|
||
Gross unrealized holding losses
|
(271
|
)
|
|
(344
|
)
|
||
Fair Value
|
$
|
30,609
|
|
|
$
|
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
|
(128
|
)
|
|
Balance, September 30, 2016
|
$
|
—
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Term loan facility
|
$
|
304,757
|
|
|
$
|
299,248
|
|
Capital lease obligations
|
16,686
|
|
|
9,351
|
|
||
Other
|
640
|
|
|
790
|
|
||
Total debt outstanding
|
322,083
|
|
|
309,389
|
|
||
Less debt issuance costs
|
(6,167
|
)
|
|
(8,012
|
)
|
||
Less current installments
|
(3,330
|
)
|
|
(2,563
|
)
|
||
Total debt outstanding, less current installments
|
$
|
312,586
|
|
|
$
|
298,814
|
|
|
September 30,
|
||
|
2016
|
||
|
(In thousands)
|
||
2016
|
667
|
|
|
2017
|
3,712
|
|
|
2018
|
308,936
|
|
|
2019
|
4,243
|
|
|
2020
|
1,834
|
|
|
Thereafter
|
2,691
|
|
|
Total
|
$
|
322,083
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
1,904
|
|
Interest cost
|
—
|
|
|
214
|
|
|
—
|
|
|
1,499
|
|
||||
Amortization of deferred items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total net periodic benefit cost
|
$
|
—
|
|
|
$
|
486
|
|
|
$
|
—
|
|
|
$
|
3,403
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
727
|
|
Interest cost
|
—
|
|
|
205
|
|
|
—
|
|
|
1,433
|
|
||||
Expected return on plan assets
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
(1,969
|
)
|
||||
Total net periodic benefit cost
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
191
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Series A convertible units
|
3,132
|
|
|
—
|
|
|
6,263
|
|
|
—
|
|
Limited Partner common units
|
1,181
|
|
|
1,176
|
|
|
3,537
|
|
|
2,352
|
|
General Partner units
|
8
|
|
|
8
|
|
|
23
|
|
|
15
|
|
|
Nine Months Ended September 30, 2016
|
|
Year Ended December 31, 2015
|
||||
|
(In thousands)
|
||||||
Asset retirement obligations, January 1,
|
$
|
56,634
|
|
|
$
|
50,545
|
|
Accretion
|
4,209
|
|
|
5,085
|
|
||
Changes resulting from additional mines
|
653
|
|
|
2,285
|
|
||
Changes due to amount and timing of reclamation
|
5,023
|
|
|
6,265
|
|
||
Payments
|
(9,077
|
)
|
|
(7,546
|
)
|
||
Asset retirement obligations
|
57,442
|
|
|
56,634
|
|
||
Less current portion
|
(18,238
|
)
|
|
(14,075
|
)
|
||
Asset retirement obligations, less current portion
|
$
|
39,204
|
|
|
$
|
42,559
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Recognition of fair value of restricted common units over the vesting period
|
$
|
63
|
|
|
$
|
93
|
|
|
$
|
190
|
|
|
$
|
376
|
|
|
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 September 30, 2016
|
63,775
|
|
|
$
|
3.92
|
|
|
$
|
104
|
|
1
|
|
September 30, 2016
|
|
December 31, 2015
|
||
Series A convertible units
|
15,656,551
|
|
|
15,251,989
|
|
Series B convertible units
|
—
|
|
|
—
|
|
Liquidation units
|
856,698
|
|
|
856,698
|
|
Warrants
|
166,557
|
|
|
166,557
|
|
Limited Partner common units
|
5,733,560
|
|
|
5,711,630
|
|
General Partner units
|
35,291
|
|
|
35,291
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss attributable to the Partnership
|
$
|
(4,276
|
)
|
|
$
|
(12,722
|
)
|
|
$
|
(27,557
|
)
|
|
$
|
(25,262
|
)
|
Less:
|
|
|
|
|
|
|
|
||||||||
Paid and declared distributions on Series A Units
|
2,087
|
|
|
3,050
|
|
|
8,349
|
|
|
3,050
|
|
||||
Series A units share of undistributed loss
|
(4,789
|
)
|
|
(8,294
|
)
|
|
(28,106
|
)
|
|
(8,294
|
)
|
||||
Paid and declared distributions on Warrants
|
22
|
|
|
33
|
|
|
88
|
|
|
99
|
|
||||
Paid and declared distributions on General Partner Units
|
8
|
|
|
8
|
|
|
23
|
|
|
23
|
|
||||
General Partner units share of undistributed income (loss)
|
(11
|
)
|
|
129
|
|
|
(63
|
)
|
|
4,099
|
|
||||
Net loss available to Limited Partners
|
$
|
(1,593
|
)
|
|
$
|
(7,648
|
)
|
|
$
|
(7,848
|
)
|
|
$
|
(24,239
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common units used in computation of Limited Partners' net loss per common unit (basic and diluted)
1,2
|
5,899,577
|
|
|
5,878,187
|
|
|
5,894,737
|
|
|
5,878,187
|
|
||||
Limited Partners' net loss per common unit (basic and diluted)
|
$
|
(0.27
|
)
|
|
$
|
(1.30
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(4.12
|
)
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Predecessor Partnership basic and diluted earnings per unit
|
$
|
(1.65
|
)
|
|
$
|
(4.47
|
)
|
Impact of Kemmerer Drop basic and diluted earnings per unit
|
0.35
|
|
|
0.35
|
|
||
Basic and diluted earnings per unit
|
$
|
(1.30
|
)
|
|
$
|
(4.12
|
)
|
|
Accumulated Other Comprehensive Income (Loss)
|
||
|
(In thousands)
|
||
Balance at December 31, 2015
|
$
|
(270
|
)
|
Other comprehensive loss before reclassification
|
149
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
84
|
|
|
Balance at September 30, 2016
|
$
|
(37
|
)
|
|
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 September 30,
|
|
Nine Months Ended September 30,
|
|
|||||
2016
|
|
2016
|
|
||||||
|
(In thousands)
|
|
|
||||||
Realized gains and losses on available-for-sale securities
|
$
|
54
|
|
|
$
|
84
|
|
|
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 September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Total Revenues
|
$
|
90.3
|
|
|
$
|
94.3
|
|
|
$
|
(4.0
|
)
|
|
(4.2
|
)%
|
Net loss
|
(4.3
|
)
|
|
(12.7
|
)
|
|
8.4
|
|
|
(66.1
|
)%
|
|||
Adjusted EBITDA
1
|
22.7
|
|
|
16.1
|
|
|
6.6
|
|
|
41.0
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Coal revenues
|
$
|
89.6
|
|
|
$
|
93.0
|
|
|
$
|
(3.4
|
)
|
|
(3.7
|
)%
|
Non-coal revenues
|
0.7
|
|
|
1.3
|
|
|
(0.6
|
)
|
|
(46.2
|
)%
|
|||
Total Revenues
|
$
|
90.3
|
|
|
$
|
94.3
|
|
|
$
|
(4.0
|
)
|
|
(4.2
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Cost of coal revenues
|
$
|
65.8
|
|
|
$
|
77.6
|
|
|
$
|
(11.8
|
)
|
|
(15.2
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Depreciation, depletion and amortization
|
$
|
11.6
|
|
|
$
|
15.5
|
|
|
$
|
(3.9
|
)
|
|
(25.2
|
)%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Selling and administrative
|
$
|
3.2
|
|
|
$
|
4.0
|
|
|
$
|
(0.8
|
)
|
|
(20.0
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Total Revenues
|
$
|
263.3
|
|
|
$
|
297.0
|
|
|
$
|
(33.7
|
)
|
|
(11.3
|
)%
|
Net loss
|
(27.6
|
)
|
|
(25.3
|
)
|
|
(2.3
|
)
|
|
9.1
|
%
|
|||
Adjusted EBITDA
1
|
58.3
|
|
|
49.8
|
|
|
8.5
|
|
|
17.1
|
%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Coal revenues
|
$
|
260.2
|
|
|
$
|
288.8
|
|
|
$
|
(28.6
|
)
|
|
(9.9
|
)%
|
Non-coal revenues
|
3.1
|
|
|
8.2
|
|
|
(5.1
|
)
|
|
(62.2
|
)%
|
|||
Total Revenues
|
$
|
263.3
|
|
|
$
|
297.0
|
|
|
$
|
(33.7
|
)
|
|
(11.3
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Cost of coal revenues
|
$
|
199.7
|
|
|
$
|
238.7
|
|
|
$
|
(39.0
|
)
|
|
(16.3
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Depreciation, depletion and amortization
|
$
|
41.4
|
|
|
$
|
44.3
|
|
|
$
|
(2.9
|
)
|
|
(6.5
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Selling and administrative
|
$
|
9.3
|
|
|
$
|
12.9
|
|
|
$
|
(3.6
|
)
|
|
(27.9
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
|
|
|
|
Increase / (Decrease)
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(In millions)
|
|||||||||||||
Interest expense
|
$
|
(30.5
|
)
|
|
$
|
(20.7
|
)
|
|
$
|
(9.8
|
)
|
|
47.3
|
%
|
Interest income
|
0.6
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
(14.3
|
)%
|
|||
Other income
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(50.0
|
)%
|
|||
Change in fair value of warrants
|
(0.3
|
)
|
|
0.8
|
|
|
(1.1
|
)
|
|
(137.5
|
)%
|
•
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to Net Loss
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(4,276
|
)
|
|
$
|
(12,722
|
)
|
|
$
|
(27,557
|
)
|
|
$
|
(25,262
|
)
|
Income tax expense
|
—
|
|
|
112
|
|
|
—
|
|
|
157
|
|
||||
Interest expense
|
10,222
|
|
|
8,544
|
|
|
29,898
|
|
|
19,967
|
|
||||
Depreciation, depletion and amortization
|
11,554
|
|
|
15,471
|
|
|
41,366
|
|
|
44,281
|
|
||||
Accretion of ARO and receivable
|
1,430
|
|
|
1,279
|
|
|
4,209
|
|
|
3,797
|
|
||||
EBITDA
|
18,930
|
|
|
12,684
|
|
|
47,916
|
|
|
42,940
|
|
||||
Restructuring and impairment charges
|
3,366
|
|
|
—
|
|
|
8,067
|
|
|
656
|
|
||||
Loss on sale of assets
|
302
|
|
|
1,334
|
|
|
1,938
|
|
|
3,035
|
|
||||
Share-based compensation
|
63
|
|
|
93
|
|
|
190
|
|
|
376
|
|
||||
Other non-cash and non-recurring costs
1
|
14
|
|
|
1,949
|
|
|
146
|
|
|
2,767
|
|
||||
Adjusted EBITDA
|
22,675
|
|
|
16,060
|
|
|
58,257
|
|
|
49,774
|
|
||||
Deferred revenue
|
2,301
|
|
|
—
|
|
|
2,301
|
|
|
(2,513
|
)
|
||||
Reclamation and mine closure costs
|
(3,483
|
)
|
|
(2,171
|
)
|
|
(9,107
|
)
|
|
(5,432
|
)
|
||||
Maintenance capital expenditures and other capitalized items
|
(2,171
|
)
|
|
(4,699
|
)
|
|
(5,499
|
)
|
|
(11,736
|
)
|
||||
Pension and postretirement medical
|
—
|
|
|
436
|
|
|
—
|
|
|
2,552
|
|
||||
Cash interest expense, net of interest income
|
(7,182
|
)
|
|
(5,923
|
)
|
|
(21,073
|
)
|
|
(13,863
|
)
|
||||
Distributable Cash Flow
|
$
|
12,140
|
|
|
$
|
3,703
|
|
|
$
|
24,879
|
|
|
$
|
18,782
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
8.9
|
|
|
$
|
3.7
|
|
Revolving Credit Facility
|
15.0
|
|
|
15.0
|
|
||
Total
|
$
|
23.9
|
|
|
$
|
18.7
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
25,442
|
|
|
$
|
28,831
|
|
Investing activities
|
(7,292
|
)
|
|
(129,534
|
)
|
||
Financing activities
|
(12,994
|
)
|
|
106,278
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Coal reserves
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mine development
|
281
|
|
|
437
|
|
|
810
|
|
|
1,117
|
|
||||
Equipment and components
|
1,892
|
|
|
4,263
|
|
|
4,691
|
|
|
10,479
|
|
||||
Total
|
$
|
2,173
|
|
|
$
|
4,700
|
|
|
$
|
5,501
|
|
|
$
|
11,596
|
|
|
|
WESTMORELAND RESOURCE PARTNERS, LP
|
|
|
|
By:
|
WESTMORELAND RESOURCES GP, LLC, its general partner
|
|
|
|
|
Date:
|
November 1, 2016
|
By:
|
/s/ Jason W. Veenstra
|
|
|
|
Jason W. Veenstra
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
|
|
|
|
Date:
|
November 1, 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
|
|
Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Westmoreland Resource Partners, LP
|
|
|
|
|
|
|
|
|
|
X
|
3.5
|
|
Certificate of Formation of Westmoreland Resources GP, LLC (f/k/a Oxford Resources GP, LLC)
|
|
S-1
|
|
333-165662
|
|
3.3
|
|
4/21/2010
|
|
|
3.6
|
|
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
|
|
|
3.7
|
|
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
|
|
|
3.8
|
|
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
|
|
Exchange Agreement, dated as of October 28, 2016, by and between Westmoreland Coal Company and Westmoreland Resource Partners, LP
|
|
|
|
|
|
|
|
|
|
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
|
Series B Convertible Units held Prior to Conversion:
Certificates evidencing Series B Convertible Units to be Converted (attached herewith, duly endorsed):
Series B Convertible Units Being Converted Hereby:
Common Units Due:
Series B Convertible Units held After Conversion:
Name(s) for Common Unit Certificate:
Address for Delivery of Certificate:
|
|
||||
|
|
|
|
|
|
WESTMORELAND RESOURCE PARTNERS, LP
|
|||
|
By: Westmoreland Resources GP, LLC, its general partner
|
|||
|
By:
/s/ Samuel N. Hagreen
__________
Name: Samuel N. Hagreen
|
|||
|
Title: Secretary
|
|||
|
|
|||
|
WESTMORELAND COAL COMPANY
|
|||
|
|
|||
|
By:
/s/ Jennifer S. Grafton
______________
Name: Jennifer S. Grafton
|
|||
|
Title: Chief Administrative Officer, SVP and Secretary
|
|||
|
|
|||
|
|
|||
|
|
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:
|
November 1, 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:
|
November 1, 2016
|
/s/ Jason W. Veenstra
|
|
|
|
Name:
|
Jason W. Veenstra
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
|
|
|
(Principal Financial Officer and A Duly Authorized Officer)
|
Date:
|
November 1, 2016
|
/s/ Kevin A. Paprzycki
|
|
|
|
Name:
|
Kevin A. Paprzycki
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
November 1, 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 September 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
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
5,601
|
|
—
|
|
No
|
No
|
10
|
|
6
|
|
—
|
|
Oxford Mine
|
|
|
|
|
|
|
|
|
|
|
|
|
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33-03907
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$
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342
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No
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No
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1
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—
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(1)
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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.
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(2)
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Mine Act Section 104(b) orders are for alleged failures to totally abate a citation within the period of time specified in the citation.
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(3)
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Mine Act Section 104(d) citations and orders are for an alleged unwarrantable failure to comply with mandatory health or safety standards.
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(4)
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Total number of flagrant violations issued under Section 110(b)(2) of the Mine Act.
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(5)
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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.
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(6)
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Total dollar value of MSHA assessments proposed during the quarter ended
September 30, 2016
.
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(7)
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Total number of mining-related fatalities during the quarter ended
September 30, 2016
.
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(8)
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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.
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(9)
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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
September 30, 2016
that fall into each of the following categories is as follows:
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