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8-K/A - 8-K/A - Westmoreland Resource Partners, LPform8-k.htm
EX-23.1 - EXHIBIT 23.1 - Westmoreland Resource Partners, LPex-231.htm
EX-99.1 - EXHIBIT 99.1 - Westmoreland Resource Partners, LPex-991.htm
EX-99.3 - EXHIBIT 99.3 - Westmoreland Resource Partners, LPexhibit993.htm

Exhibit 99.2











FINANCIAL STATEMENTS

Westmoreland Kemmerer, LLC (Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Six Months Ended June 30, 2015 and 2014
(Unaudited)




WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)

Contents
Financial Statements

 
Balance Sheets

3

Statements of Operations

4

Statements of Comprehensive Income

5

Statements of Shareholder's Equity

6

Statements of Cash Flows

7

Notes to Financial Statements

8






WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Balance Sheets
(Unaudited)
 
June 30,
 
December 31,
 
2015
 
2014
ASSETS
(in thousands)
Current assets:
 
 
 
Cash and cash equivalents
$
99

 
$
83

Accounts receivable
 
 
 
Trade
11,471

 
17,572

Other
97

 
99

 
11,568

 
17,671

Inventory
11,370

 
10,472

Deferred income taxes
984

 
903

Prepaid expenses
1,449

 
2,356

Total current assets
25,470

 
31,485

Property, plant and equipment, at cost
 
 
 
Land and mineral rights
21,301

 
21,301

Plant and equipment
124,529

 
115,855

 
145,830

 
137,156

Less accumulated depreciation, depletion and amortization
(43,772
)
 
(34,773
)
Net property, plant and equipment
102,058

 
102,383

Restricted investments and bond collateral
25,271

 
25,282

Deferred income taxes
17,350

 
15,477

Total assets
$
170,149

 
$
174,627

LIABILITIES AND SHAREHOLDER'S EQUITY
 
 
 
Current liabilities:
 
 
 
Current installments of long-term debt
$
2,574

 
$
2,310

Accounts payable
10,685

 
10,607

Deferred revenue

 
2,513

Payable to related party
1,188

 
450

Accrued production taxes
15,451

 
17,157

Postretirement medical benefits
436

 
436

Asset retirement obligations
2,691

 
2,658

Total current liabilities
33,025

 
36,131

Long-term debt, less current installments
8,797

 
9,321

Deferred tax liabilities
62,566

 

Postretirement medical cost, less current portion
17,557

 
60,245

Pension obligations
16,770

 
17,762

Asset retirement obligations, less current portion
210

 
16,202

Total liabilities
138,925

 
139,661

Shareholder's equity:
 
 
 
Common stock of $.01 par value. Authorized, issued and outstanding 100 shares at
December 31, 2014 and 2013


 

Additional paid-in-capital
50,683

 
50,835

Advances from (to) Parent
(25,994
)
 
(16,527
)
Accumulated other comprehensive income
603

 
658

Retained earnings
5,932

 

Total Westmoreland Kemmerer, Inc. shareholder's equity
31,224

 
34,966

Total liabilities and shareholder's equity
$
170,149

 
$
174,627

See accompanying Notes to Financial Statements.





WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Statements of Operations
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Revenues
$
37,518

 
$
39,893

 
$
79,041

 
$
83,016

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales
31,951

 
27,800

 
62,973

 
56,880

Depreciation, depletion and amortization
4,358

 
4,150

 
9,067

 
8,216

Selling and administrative
1,608

 
1,231

 
3,230

 
2,641

Loss on sale of assets
(7
)
 

 
16

 
(3
)
Other operating expense
4

 

 
4

 

 
37,914

 
33,181

 
75,290

 
67,734

Operating income
(396
)
 
6,712

 
3,751

 
15,282

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(138
)
 
(101
)
 
(291
)
 
(142
)
Interest income
151

 
127

 
520

 
133

Other
130

 
114

 
222

 
153

 
143

 
140

 
451

 
144

Income before income taxes
(253
)
 
6,852

 
4,202

 
15,426

Income tax expense
(293
)
 
595

 
45

 
2,782

Net income
$
40

 
$
6,257

 
$
4,157

 
$
12,644

See accompanying Notes to Financial Statements.





WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Net income
$
40

 
$
6,257

 
$
4,157

 
$
12,644

Other comprehensive income (loss):
 
 
 
 
 
 
 
Adjustments to and amortization of accumulated actuarial gains or losses,
postretirement medical benefits


 
(119
)
 

 
(238
)
Unrealized and realized gains and losses on available-for-sale securities

(670
)
 

 
(630
)
 

Tax effect

221

 

 
221

 

 
(449
)
 
(119
)
 
(409
)
 
(238
)
Comprehensive income attributable to Westmoreland Kemmerer, Inc.

$
(409
)
 
$
6,138

 
$
3,748

 
$
12,406

See accompanying Notes to Financial Statements.





WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Statements of Shareholder's Equity
Six Months Ended June 30, 20015
(Unaudited)
 
Additional Paid-in Capital
 
Advance from (to) Parent
 
Accumulated Other Comprehensive Income (Loss)
 
Retained Earnings
 
Total Shareholder's Equity
 
(in thousands)
Balance at December 31, 2014
$
50,481

 
$
(16,527
)
 
$
1,012

 
$

 
$
34,966

Westmoreland Coal Company common stock issued as compensation

202

 

 

 

 
202

Transactions with Parent/affiliates


 
(9,467
)
 

 
1,775

 
(7,692
)
Other comprehensive loss


 

 
(409
)
 

 
(409
)
Net income


 

 

 
4,157

 
4,157

Balance at June 30, 2015
$
50,683

 
$
(25,994
)
 
$
603

 
$
5,932

 
$
31,224

See accompanying Notes to Financial Statements.





WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
Statements of Cash Flows
(Unaudited)
 
Six Months Ended June 30,
 
2015
 
2014
 
(in thousands)
Cash flows from operating activities:
 
 
 
Net income
$
4,157

 
$
12,644

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
9,067

 
8,216

Accretion of asset retirement obligation and receivable
886

 
807

Share-based compensation
202

 
42

Loss on sales of assets
16

 
(3
)
(Loss) gain on sales of investment securities
(138
)
 

Changes in:
 
 
 
Accounts receivable
6,103

 
6,687

Inventories
(898
)
 
555

Accounts payable and accrued production taxes
(129
)
 
2,473

Payable to related parties
738

 
(161
)
Deferred revenues
(2,513
)
 
(3,969
)
Asset retirement obligations
(261
)
 
(226
)
Accrual for postretirement medical benefit
2,321

 
1,674

Pension obligations
(205
)
 
(236
)
Other assets and liabilities
821

 
2,329

Net cash provided by operating activities
20,167

 
30,832

Cash flows from investing activities:
 
 
 
Additions to property, plant and equipment
(5,227
)
 
(2,312
)
Increase in restricted investments and bond collateral
(10,343
)
 
(111
)
Proceeds from the sale of investments
9,862

 

Proceeds from sales of assets
10

 

Net cash used in investing activities
(5,698
)
 
(2,423
)
Cash flows from financing activities:
 
 
 
Repayments of long-term debt
(6,261
)
 
(960
)
Transactions with Parent/affiliates
937

 

Distributions
(9,129
)
 
(30,000
)
Net cash used in financing activities
(14,453
)
 
(30,960
)
Net (decrease) increase in cash and cash equivalent
16

 
(2,551
)
Cash and cash equivalents, beginning of the year
83

 
7,942

Cash and cash equivalents, end of the year
$
99

 
$
5,391

Supplemental disclosures of cash flow information:

 
 
 
Noncash transactions:

 
 
 
Capital leases

5,065

 
12,936

See accompanying Notes to Financial Statements.




WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


1. Summary of Significant Accounting Policies
Basis of Operations
Westmoreland Kemmerer, Inc., a wholly owned subsidiary of Westmoreland Coal Company, or WCC, or the Parent, owns a surface coal mining operation located in southwestern Wyoming. On January 31, 2012, WCC acquired the Kemmerer Mine. Coal produced from the Kemmerer Mine is sold to electric utilities and various industrial customers based in the north central region of the United States. Westmoreland Coal Company owns and operates Westmoreland Kemmerer, Inc. On December 31, 2014, WCC completed the acquisition of Westmoreland Resources GP, LLC (the “GP”), the general partner of Westmoreland Resource Partners, LP (“WMLP”) and, concurrent with the GP acquisition, all of the royalty- bearing coal reserves owned by Westmoreland Kemmerer, Inc. were contributed to WCC. The basis of the royalty-bearing coal reserves transferred to WCC was the book value of $33.2 million. Also on December 31, 2014, WCC then contributed these royalty- bearing coal reserves to WMLP. In June 2015, Westmoreland Kemmerer, Inc. was converted into a limited liability company, Westmoreland Kemmerer, LLC ("WKL" or the "Company"). The conversion to an LLC had no impact on the basis of accounting for the entity. See Note 11, Subsequent Events, for a discussion of the contribution of WKL to the WMLP on August 1, 2015.
The Company’s financial statements reflect substantially all of its costs of doing business. Common expenses incurred by the Parent on behalf of the Company are charged to the Company based on proportional cost allocations. The Company believes the allocations used are reasonable; however, these financial statements may not necessarily be representative of a stand-alone company.
The Company’s financial statements have been prepared in accordance with United States generally accepted accounting principles and require use of management’s estimates. The financial information contained in these financial statements is unaudited, but reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial information for the periods shown. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015.
These quarterly financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended December 31, 2014 (the “2014 Audited Financials”). The accounting principles followed by the Company are set forth in the the 2014 Audited Financials. Most of the descriptions of the accounting principles and other footnote disclosures previously made have been omitted in this report so long as the interim information presented is not misleading or inconsistent.
WCC Liquidity
The Company anticipates that its cash from operations, cash on hand and available WCC borrowing capacity will be sufficient to meet its investing, financing, and working capital requirements for the foreseeable future.
Under WCC’s revolving credit agreement, the maximum available borrowing amount is $50 million, with an additional seasonal increase of $25 million to the maximum borrowing amount between June 15th and August 15th of each year. The revolver may support an equal amount of letters of credit, which would reduce the balance available under the WCC revolving credit agreement. At June 30, 2015, availability on the revolver was $51.3 million with $21.2 million supporting letters of credit.
Debt Obligations
As of June 30, 2015, the Company is among the guarantors for the following material debt obligations of the Parent(1) $350.0 million in aggregate principal amount of 8.75% senior secured notes (the “8.75% Notes”); and (2) a secured term loan facility in the aggregate principal amount of $422.9 million (the “WCC Term Loan Facility”). The 8.75% Notes and the WCC Term Loan Facility are each guaranteed by the Company, Westmoreland Energy LLC, Westmoreland Mining LLC and Westmoreland Resources, Inc. and their respective subsidiaries (other than Absaloka Coal, LLC, Westmoreland Risk Management, Inc. and certain other immaterial subsidiaries).



WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Fair Value
The Company is required to disclose the fair value of financial instruments. The carrying amounts of cash equivalents, accounts receivable and accounts payable reflected on the balance sheet approximates the fair value of these instruments due to the short duration to maturities.
Fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value and is defined as:
Level 1, defined as observable inputs such as quoted prices in active markets for identical assets. Level 1 assets include available-for-sale equity securities generally valued based on independent third-party market prices.
Level 2, defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s non-recurring fair value measurements include asset retirement obligations. The Company determines the estimated fair value of its asset retirement obligations by calculating the present value of estimated cash flows related to reclamation liabilities using level 3 inputs. The significant inputs used to calculate such liabilities includes estimates of costs to be incurred, the Company’s credit adjusted discount rate, inflation rates and estimated dates of reclamation. The asset retirement liability is accreted to its present value each period.
See Note 3 for further disclosures related to the Company’s fair value estimates.
Accounting Pronouncements Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification (ASC) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal 2017 and can be adopted by the Company either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its results of operations, cash flows and financial position.
In August 2014, the FASB issued ASU 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements.



WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Inventories
Inventories consisted of the following (in thousands):
 
June 30,
 
December 31,
 
2015
 
2014
Coal
$
700

 
$
275

Materials and supplies
11,042

 
10,569

Reserve for obsolete inventory
(372
)
 
(372
)
Total
$
11,370

 
$
10,472


3. Restricted Investments and Bond Collateral
The Company’s restricted investments and bond collateral consisted of the following (in thousands):
 
June 30,
 
December 31,
 
2015
 
2014
Reclamation bond collateral
$
25,271

 
$
25,282

The Company’s carrying value and estimated fair value of its restricted investments and bond collateral at June 30, 2015 were as follows (in thousands):
 
Carrying Value
 
Fair Value
 
Fair Value Hierarchy
Cash and cash equivalents
$
664

 
$
664

 
Level 1
Available-for-sale securities
24,607

 
24,607

 
Level 1
 
$
25,271

 
$
25,271

 
 
These accounts include available-for-sale securities. Available-for-sale securities are reported at fair value with unrealized gains and losses excluded from earnings and reported in Accumulated other comprehensive income (loss).
Available-for-Sale Restricted Investments and Bond Collateral
The cost basis, gross unrealized holding gains and losses and fair value of available-for-sale securities at June 30, 2015 are as follows:
 
June 30,
 
2015
Cost basis
$
25,343

Gross unrealized holding gains
84

Gross unrealized holding losses
(820
)
Fair value
$
24,607

Maturities of available-for sale securities are as follows at June 30, 2015:



WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 
Cost Basis
 
Fair Value
 
(in thousands)
Due in five year or less
$
9,852

 
$
9,562

Due after five years to ten years
4,168

 
3,935

Due in more than ten years
11,323

 
11,110

 
$
25,343

 
$
24,607


4. Long-Term Debt
The amounts outstanding under the Company’s long-term debt consisted of the following at June 30, 2015:
 
Total Debt Outstanding
 
(in thousands)
Capital lease obligations
$
10,482

Other debt
889

 
11,371

Less current portion
(2,574
)
Total debt outstanding, less current portion
$
8,797

The following table presents aggregate contractual debt maturities of all long-term debt:
 
As of June 30, 2015
 
(in thousands)
2015
$
1,260

2016
2,560

2017
2,425

2018
2,470

2019
2,459

Thereafter
197

Total debt
$
11,371

The Company engages in leasing transactions for equipment utilized in its mining operations. At June 30, 2015, the capital leases outstanding had a weighted average interest rate of 3.11% and mature at various dates beginning in 2016 through 2020. During the six months ended June 30, 2015, the Company acquired $5.1 million of equipment under capital leases.




WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Postretirement Medical Benefits
The Company provides postretirement medical benefits pursuant to collective bargaining agreements. These benefits are provided through self-insured programs.
The components of net periodic postretirement medical benefit cost are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Components of net periodic benefit cost:
 
 
 
 
 
Service cost
$
816

 
$
650

 
$
1,632

 
$
1,300

Interest cost
642

 
626

 
1,285

 
1,252

Amortization of deferred items

 
(119
)
 

 
(239
)
Total net periodic benefit cost
$
1,458

 
$
1,157

 
$
2,917

 
$
2,313

These costs are included in the accompanying statements of operations in Cost of sales and Selling and administrative expenses.
6. Pension
Defined Benefit Pension Plans
The Company provides a defined benefit pension plan to qualified full-time employees pursuant to a collective bargaining agreement. Benefits are generally based on years of service and a specific dollar amount per year of service as specified in the plan agreement.
The components of net periodic benefit cost are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
(in thousands)
Components of net periodic benefit cost:
 
 
 
 
 
Service cost
$
244

 
$
280

 
$
623

 
$
561

Interest cost
603

 
430

 
1,228

 
859

Amortization of deferred items
(844
)
 
(596
)
 
(1,688
)
 
(1,192
)
Total net periodic benefit cost
$
3

 
$
114

 
$
163

 
$
228

These costs are included in the accompanying statements of operations in Cost of sales and Selling and administrative expenses.



WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

7. Asset Retirement Obligations
Changes in the Company’s asset retirement obligations were as follows:
 
Six Months Ended June 30,
 
2015
 
2014
 
(in thousands)
Asset retirement obligations, beginning of period
$
18,860

 
$
17,174

Accretion
886

 
807

Liabilities settled
(285
)
 
(252
)
Asset retirement obligations, end of year
19,461

 
17,729

Less current portion
(2,691
)
 
(2,023
)
Asset retirement obligations, less current portion
$
16,770

 
$
15,706

As permittee, the Company is responsible for the total amount.
8.
Commitments and Contingencies
The company is subject to litigation in the ordinary course of business. No material litigation exists.
9.
Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated Other Comprehensive Income (Loss)
The following table reflects the changes in accumulated other comprehensive income (loss) by component:
 
Pension
 
Postretirement Medical Benefits
 
Available for Sale Securities
 
Accumulated Other Comprehensive Income (Loss)
 
(in thousands)
Balance at December 31, 2014
$
(1,599
)
 
$
2,718

 
$
(107
)
 
$
1,012

Other comprehensive income (loss) before reclassifications

 

 
(768
)
 
(768
)
Amounts reclassified from accumulated other comprehensive income (loss)

 

 
138

 
138

Balance at June 30, 2015
$
(1,599
)
 
$
2,718

 
$
(737
)
 
$
382

The following table reflects the reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2015 (in thousands):
Details about accumulated other comprehensive income (loss) components
Amount reclassified from accumulated other comprehensive income loss
Affected line item in the statement where net income (loss) is presented
Three Months Ended June 30, 2015
 
Six Months Ended June 30, 2015
Realized gains and losses on available-for-sale securities
$
123

 
$
138

Other income

10.
Related Party Transactions
The Company was allocated audit and tax fees and information technology costs incurred by its Parent. For the six months ended June 30, 2015 and 2014, these fees were $0.6 million, and $0.4 million, respectively, which are included in Selling and administrative expenses.



WESTMORELAND KEMMERER, LLC
(Formerly Westmoreland Kemmerer, Inc.)
(A Wholly Owned Subsidiary of Westmoreland Coal Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Advances to Parent of $9.5 million for the six months ended June 30, 2015 represent the net movement of cash from the Company's bank accounts to bank accounts held by WCC.
Additionally, in December 2014, the Company entered into an arm's length agreement to mine certain coal reserves contributed to WCC in connection with WCC's acquisition of the GP. Under this lease, the Company pays a per ton royalty as these coal reserves are mined. For the three and six months ended June 30, 2015, the Company recognized royalties of $1.6 million and $3.4 million, respectively, which was included in Cost of sales, with $1.6 million included in Accounts payable at June 30, 2015.
11.
Subsequent Events
On August 1, 2015, WCC contributed 100% of the outstanding equity interests in WKL to WMLP in exchange for $115 million of cash and $115 million of new WMLP Series A Convertible Units at a price of $7.54 per unit (the "Contribution"). Immediately prior to the Contribution, in accordance with the terms of the Contribution agreement, all employees of WKL became employees of Parent, and Parent assumed all employee related liabilities, including, but not limited to all liabilities related to postretirement pension and postretirement medical plans. Parent also retained all deferred and current income tax balances. As of August 1, 2015, WKL no longer had access to the WCC's revolving line of credit.
The Company has evaluated subsequent events through October 14, 2015, the date of issuance of the financial statements.