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8-K - FORM 8-K - WESTMORELAND COAL Co | c14160e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - WESTMORELAND COAL Co | c14160exv99w2.htm |
EXHIBIT 99.1
Westmoreland Coal Company | 2 N. Cascade Ave., 2nd Floor |
|
(719) 442-2600 Telephone | Colorado Springs, CO 80903 |
Westmoreland Reports
Year End 2010 Results
Year End 2010 Results
Colorado Springs, CO March 10, 2011 Westmoreland Coal Company (NYSE AMEX: WLB) today
reported its results for 2010.
Highlights:
| Operating income increased $52.3 million (164.6%) during 2010 from a loss of $31.8 million to a profit of $20.5 million. |
| Adjusted EBITDA increased $51.3 million (169.4%) during 2010 to $81.6 million as compared to $30.3 million in 2009. |
| Net loss applicable to common shareholders of $1.9 million ($0.17 per diluted share) for 2010 compared to a net loss of $28.7 million ($2.88 per diluted share) for 2009. The 2010 $1.9 million net loss includes $3.4 million of non-cash, mark-to-market expense relating to the conversion feature in the Companys convertible notes. |
| Total revenues were $506.1 million for 2010, 14.1% higher than revenues for 2009. |
| Westmoreland continued its strong safety performance again achieving reportable and lost time incident rates approximately 72% of the national averages for surface operations for both the fourth quarter and all of 2010. |
During 2010, we increased our operating profit by over $52 million by improving both our coal
and power operating results while significantly driving down our heritage costs said Keith E.
Alessi, Westmorelands President and CEO. Absent the mark-to-market expense on our convertible
debt feature, we would have posted a net income for 2010. Our coal operations achieved strong cost
performance during the year, while again demonstrating our commitment to safety by significantly
beating the national surface mine averages.
With the closing of our $150 million senior secured notes issued on February 4th, we have
significantly enhanced our liquidity position, strengthened our balance sheet, and positioned the
company for the future. The refinancing expenses and the conversion premium on our convertible
debt will result in a first quarter charge of approximately $20 million. Absent those charges, we
expect our results to continue to improve in 2011.
Westmorelands 2010 net loss includes $3.4 million of mark-to-market expense from the
conversion feature on the Companys convertible notes and $1.4 million of debt discount
amortization expense also associated with the accounting requirements for the convertible notes.
Westmorelands 2009 net loss includes a $17.1 million non-cash income tax benefit resulting
from other comprehensive income gains, $5.1 million of income from the favorable valuation of the
conversion feature in the Companys convertible notes, a $0.8 million gain related to the
settlement of a
heritage benefit claim, and $4.8 million of expense related to the settlement of a customer
dispute.
Excluding the $4.8 million of expense related to the convertible notes in 2010 and the $18.1
million of income in 2009 discussed above, our 2010 net loss decreased by $49.7 million.
The Companys revenues in 2010 increased to $506.1 million compared with $443.4 million in
2009. This increase was primarily driven by a $56.9 million increase in coal segment revenue due
to price increases under existing coal supply agreements, the start of new agreements, and the
significant customer shutdowns we experienced during 2009.
Westmorelands Adjusted EBITDA increased from $30.3 million in 2009 to $81.6 million in 2010.
Coal Segment
The following table shows comparative coal results between 2010 and 2009:
Year Ended December 31, | ||||||||||||||||
Increase / (Decrease) | ||||||||||||||||
2010 | 2009 | $ | % | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues |
$ | 418,058 | $ | 361,206 | $ | 56,852 | 15.7 | % | ||||||||
Operating income |
32,922 | 476 | 32,446 | 6816.4 | % | |||||||||||
Adjusted EBITDA |
81,681 | 51,207 | 30,474 | 59.5 | % | |||||||||||
Tons sold millions of equivalent tons |
25.2 | 24.3 | 0.9 | 3.7 | % | |||||||||||
Operating income per ton sold |
$ | 1.31 | $ | 0.02 | $ | 1.29 | 6568.9 | % |
The Companys coal revenues for 2010 increased to $418.1 million compared with $361.2 million
in 2009. This $56.9 million increase occurred primarily from the 0.9 million increase in tons sold
due to the 2009 customer shutdowns, as well as price increases and the start of new agreements in
2010.
Coal segment operating income increased to $32.9 million in 2010 compared to $0.5 million in
2009. Excluding the $4.8 million expense related to the 2009 reclamation claim, our coal segment
operating income increased by $27.6 million. This increase was primarily driven by the factors
which increased revenue and strong cost management performance.
Coal segment Adjusted EBITDA increased to $81.7 million in 2010 compared to $51.2 million in
2009.
Power Segment
The following table shows comparative power results between 2010 and 2009:
Year Ended December 31, | ||||||||||||||||
Increase / (Decrease) | ||||||||||||||||
2010 | 2009 | $ | % | |||||||||||||
(In thousands) | ||||||||||||||||
Revenues |
$ | 87,999 | $ | 82,162 | $ | 5,837 | 7.1 | % | ||||||||
Operating income |
11,721 | 7,672 | 4,049 | 52.8 | % | |||||||||||
Adjusted EBITDA |
22,664 | 18,117 | 4,547 | 25.1 | % | |||||||||||
Megawatts hours |
1,620 | 1,486 | 134 | 9.0 | % |
The Companys power segment revenues for 2010 increased to $88.0 million compared to $82.2
million in 2009. This $5.8 million increase occurred primarily from an increase in megawatt hours
sold as a result of a planned major maintenance outage, which occurs every five years, and a
significant unplanned outage, both of which occurred in 2009. No comparable outages occurred in
2010.
Power segment operating income increased to $11.7 million in 2010 compared to $7.7 million in
2009. This $4.0 million increase was primarily from increased megawatt hours sold and decreased
maintenance expenses as a result of the planned and unplanned maintenance outages discussed above.
Power segment Adjusted EBITDA increased to $22.7 million in 2010 compared to $18.1 million in
2009.
Heritage Segment
The Companys 2010 heritage costs were $16.0 million compared to $31.8 million in 2009.
Excluding a gain on a heritage legal claim settlement of $0.8 million in 2009, our heritage segment
operating expenses decreased by $16.6 million. This decrease was primarily due to the agreement we
entered into which modernized how we provide prescription drug benefits to our retirees.
Heritage segment Adjusted EBITDA decreased to a negative $16.0 million in 2010 from a negative
$31.8 million in 2009.
Corporate Segment
The Companys corporate segment operating expenses in 2010 remained consistent with expenses
for 2009.
Corporate segment Adjusted EBITDA decreased to a negative $6.8 million from a negative $7.3
million in 2009.
Nonoperating Results (including other income (expense), income tax benefit, and net loss
attributable to noncontrolling interest)
The Companys 2010 other expense increased to $23.8 million compared with $14.5 million of
expense for 2009. This is primarily due to the $9.9 million impact of the fair value adjustment on
the Companys convertible debt instrument and related amortization of debt discount.
The Companys 2010 income tax benefit was $0.1 million in 2010 compared with $17.1 million in
2009. Excluding the $17.1 million tax effect of other comprehensive income gains, the 2010 income
tax benefit remained consistent with 2009.
The Companys 2010 net loss attributable to noncontrolling interest was $2.6 million compared
to $1.8 million in 2009. This increase was due to an increase in the adjustment to reduce losses
from a partially owned consolidated coal segment subsidiary.
Cash Flow from Operations
Cash provided by operating activities increased $15.9 million in 2010 compared to 2009
primarily as a result of a $26.0 million reduction in net loss in 2010. The increase in operating
cash flows was partially offset by the $17.9 million decrease in cash receipts due to a
contractually scheduled decrease in the payments ROVA collects from its customer.
Cash used in investing activities decreased $9.4 million in 2010 compared to 2009 primarily as
a result of the reduction in our capital spending in 2010. Additions to property, plant and
equipment were $22.8 million in 2010 compared to $34.5 million in 2009.
Cash used in financing activities in 2010 remained consistent with 2009.
The Companys working capital deficit at December 31, 2010 decreased by $39.2 million to
approximately $35.8 million compared to a $75.0 million deficit at December 31, 2009 primarily as a
result of a decrease in current installments of long-term debt and the payment of a settlement for
reclamation claims.
Liquidity
Following the February 4, 2011 senior secured note offering, the Company significantly
increased its cash and overall liquidity position. As the Company expects further increases in its
2011 coal operating profits and a continuation of its reduced heritage expenditures, it anticipates
that its cash flows from operations, cash on hand and available borrowing capacity will be
sufficient to meet its investing, financing, and working capital requirements for the foreseeable
future.
In the Companys Form 10-K for the period ended December 31, 2010, the Company did not receive
the going concern explanatory paragraph by its independent registered public accounting firm that
it did in 2009.
Conference Call
A conference call regarding Westmoreland Coal Companys 2010 results will be held on Thursday,
March 10, 2011, at 10:00 a.m. Eastern Time. Call-in instructions are available on the Companys
web site and have been provided in a separate news release.
Safety
Safety performance at Westmoreland mines continues to be significantly better than the
national average for surface operations. Westmoreland mines had reportable and lost time incident
rates year to date through the fourth quarter of 1.31 and 0.88 versus the national surface mine
rates of 1.83 and 1.23, respectively. The reportable incident rate for 2010 compared favorably to
the fourth quarter 2009 rate of 1.38. The lost time rate for the fourth quarter of 2009 was
slightly better than 2010 at 0.74.
In addition, Westmoreland received state and industry safety awards during 2010, which
includes the following awards:
| Montana Governors Safety Award for large mines: Absaloka Mine |
| Montana Governors Safety Award for small mines: Savage Mine |
| North Dakota Lignite Energy Council Safety Excellence Award: Beulah Mine |
| Rocky Mountain Coal Mining Institutes Safety Award for Surface Mines: Savage Mine |
Additional Information
Westmoreland Coal Company is the oldest independent coal company in the United States. The
Companys coal operations include coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas. Its power operations include ownership of
the two-unit ROVA coal-fired power plant in North Carolina. For more information visit
www.westmoreland.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements. Forward-looking statements can be
identified by words such as anticipates, intends, plans, seeks, believes, estimates,
expects and similar references to future periods. Examples of forward-looking statements
include, but are not limited to, Mr. Alessis comment that we expect our results to continue to
improve in 2011, that the Company expects further increases in its 2011 coal operating profits and
a continuation of its reduced heritage expenditures, and that the Company anticipates that its cash
flows from operations, cash on hand and available borrowing capacity will be sufficient to meet its
investing, financing, and working capital requirements for the foreseeable future.
Forward-looking statements are based on the Companys current expectations and assumptions
regarding its business, the economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. The Companys actual results may differ materially
from those contemplated by the forward-looking statements. The Company cautions you therefore
against relying on any of these forward-looking statements. They are statements neither of
historical fact nor guarantees or assurances of future performance. Important factors that could
cause actual results to differ materially from those in the forward-looking statements include
political, economic, business, competitive, market, weather and regulatory conditions and the
following:
| changes in our postretirement medical benefit and pension obligations and the impact of the recently enacted healthcare legislation; |
| changes in our black lung obligations, changes in our experience related to black lung claims, and the impact of the recently enacted healthcare legislation; |
| our potential inability to expand or continue current coal operations due to limitations in obtaining bonding capacity for new mining permits; |
| our potential inability to maintain compliance with debt covenant and waiver agreement requirements; |
| the potential inability of our subsidiaries to pay dividends to us due to restrictions in our debt arrangements, reductions in planned coal deliveries or other business factors; |
| risks associated with the structure of ROVAs contracts with its lenders, coal suppliers and power purchaser, which could dramatically affect the overall profitability of ROVA; |
| the effect of Environmental Protection Agency inquiries and regulations on the operations of ROVA; |
| the effect of prolonged maintenance or unplanned outages at our operations or those of our major power generating customers; |
| future legislation and changes in regulations, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases; and |
| the other factors that are described in Risk Factors in the Companys Form 10-K for fiscal year 2010. |
Any forward-looking statements made by the Company in this news release speaks only as of the
date on which it was made. Factors or events that could cause the Companys actual results to
differ may emerge from time-to-time, and it is not possible for the Company to predict all of them.
The Company undertakes no obligation to publicly update any forward-looking statements, whether as
a result of new information, future developments or otherwise, except as may be required by law.
# # #
Contact: Kevin Paprzycki (719) 442-2600
Contact: Kevin Paprzycki (719) 442-2600
Westmoreland Coal Company and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Consolidated Statements of Operations (Unaudited)
Years Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands, except per share data) | ||||||||||||
Revenues |
$ | 506,057 | $ | 443,368 | $ | 509,696 | ||||||
Cost and expenses: |
||||||||||||
Cost of sales |
394,827 | 373,070 | 409,795 | |||||||||
Depreciation, depletion and amortization |
44,690 | 44,254 | 41,387 | |||||||||
Selling and administrative |
39,481 | 40,612 | 40,513 | |||||||||
Heritage health benefit expenses |
14,421 | 28,074 | 33,452 | |||||||||
Restructuring charges |
| | 2,009 | |||||||||
Loss (gain) on sales of assets |
226 | 191 | (1,425 | ) | ||||||||
Other operating income |
(8,109 | ) | (11,059 | ) | | |||||||
485,536 | 475,142 | 525,731 | ||||||||||
Operating income (loss) |
20,521 | (31,774 | ) | (16,035 | ) | |||||||
Other income (expense): |
||||||||||||
Interest expense |
(22,992 | ) | (23,733 | ) | (23,130 | ) | ||||||
Interest expense attributable to beneficial
conversion feature |
| | (8,146 | ) | ||||||||
Loss on extinguishment of debt |
| | (5,178 | ) | ||||||||
Interest income |
1,747 | 3,218 | 5,125 | |||||||||
Other income (loss) |
(2,587 | ) | 5,991 | (284 | ) | |||||||
(23,832 | ) | (14,524 | ) | (31,613 | ) | |||||||
Loss before income taxes |
(3,311 | ) | (46,298 | ) | (47,648 | ) | ||||||
Income tax (benefit) expense |
(141 | ) | (17,136 | ) | 919 | |||||||
Net loss |
(3,170 | ) | (29,162 | ) | (48,567 | ) | ||||||
Less net loss attributable to noncontrolling interest |
(2,645 | ) | (1,817 | ) | | |||||||
Net loss attributable to the Parent company |
(525 | ) | (27,345 | ) | (48,567 | ) | ||||||
Less preferred stock dividend requirements |
1,360 | 1,360 | 1,360 | |||||||||
Net loss applicable to common shareholders |
$ | (1,885 | ) | $ | (28,705 | ) | $ | (49,927 | ) | |||
Net loss per share applicable to common shareholders: |
||||||||||||
Basic and diluted |
$ | (0.17 | ) | $ | (2.88 | ) | $ | (5.25 | ) | |||
Weighted average number of common shares outstanding |
||||||||||||
Basic and diluted |
10,791 | 9,967 | 9,512 |
See accompanying Notes to Consolidated Financial Statements.
Westmoreland Coal Company and Subsidiaries
Summary Financial Information (Unaudited)
Summary Financial Information (Unaudited)
December 31, | ||||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Cash Flow |
||||||||
Net cash provided by operating activities |
$ | 45,353 | $ | 29,448 | ||||
Net cash used in investing activities |
(29,180 | ) | (38,597 | ) | ||||
Net cash used in financing activities |
(20,917 | ) | (20,273 | ) |
December 31, | ||||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Balance Sheet Data (Unaudited) |
||||||||
Total assets |
$ | 750,306 | $ | 772,728 | ||||
Total debt |
$ | 242,104 | $ | 254,695 | ||||
Working capital deficit |
$ | (35,793 | ) | $ | (74,976 | ) | ||
Total deficit |
$ | (162,355 | ) | $ | (141,799 | ) | ||
Common shares outstanding |
11,161 | 10,346 |
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands) | ||||||||||||
Adjusted EBITDA |
||||||||||||
Coal |
$ | 81,681 | $ | 51,207 | $ | 57,743 | ||||||
Power |
22,664 | 18,117 | 26,493 | |||||||||
Heritage |
(15,968 | ) | (31,770 | ) | (35,497 | ) | ||||||
Corporate |
(6,761 | ) | (7,253 | ) | (9,944 | ) | ||||||
Total |
$ | 81,616 | $ | 30,301 | $ | 38,795 | ||||||
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands) | ||||||||||||
Reconciliation of Adjusted EBITDA to Net income |
||||||||||||
Net (Loss) |
$ | (3,170 | ) | $ | (29,162 | ) | $ | (48,567 | ) | |||
Income tax (benefit) expense from continuing operations |
(141 | ) | (17,136 | ) | 919 | |||||||
Other (income) loss |
2,587 | (5,991 | ) | 284 | ||||||||
Interest income |
(1,747 | ) | (3,218 | ) | (5,125 | ) | ||||||
Loss on extinguishment of debt |
| | 5,178 | |||||||||
Interest expense attributable to beneficial conversion feature |
| | 8,146 | |||||||||
Interest expense |
22,992 | 23,733 | 23,130 | |||||||||
Depreciation, depletion and amortization |
44,690 | 44,254 | 41,387 | |||||||||
Accretion of ARO and receivable, net |
11,540 | 9,974 | 9,528 | |||||||||
Amortization of intangible assets and liabilities |
590 | 279 | 598 | |||||||||
EBITDA |
77,341 | 22,733 | 35,478 | |||||||||
Restructuring charges |
| | 2,009 | |||||||||
Customer reclamation claim |
| 4,825 | | |||||||||
(Gain)/loss on sale of assets |
226 | 191 | (1,425 | ) | ||||||||
Share-based compensation |
4,049 | 2,552 | 2,733 | |||||||||
Adjusted EBITDA |
$ | 81,616 | $ | 30,301 | $ | 38,795 | ||||||
EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not
required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are included in
this press release because they are key metrics used by management to assess the Companys
operating performance and the Company believes that EBITDA and Adjusted EBITDA are useful to an
investor in evaluating the Companys operating performance because these measures:
| are used widely by investors to measure a companys 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 the Companys operations from period to period by removing the effect of the Companys capital structure and asset base from its operating results. |
Neither EBITDA nor Adjusted EBITDA is a measure calculated in accordance with GAAP. The items
excluded from EBITDA and Adjusted EBITDA are significant in assessing the Companys operating
results. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be
considered in isolation from, or as a substitute for, analysis of the Companys results as reported
under GAAP. For example, EBITDA and Adjusted EBITDA:
| do not reflect the Companys cash expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments; |
| do not reflect income tax expenses or the cash requirements necessary to pay income taxes; |
| do not reflect changes in, or cash requirements for, the Companys 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 the Companys debt obligations. |
In addition, although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted
EBITDA do not reflect any cash requirements for such replacements. Other companies in the Companys
industry and in other industries may calculate EBITDA and Adjusted EBITDA differently from the way
that the Company does, limiting their usefulness as comparative measures. Because of these
limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash
available to us to invest in the growth of the Companys business. The Company compensates for
these limitations by relying primarily on its GAAP results and using EBITDA and Adjusted EBITDA
only as supplemental data.