SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ' |
SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION | ' | ' |
SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | |
Pursuant to the indenture governing the 10.75% Senior Notes, certain 100% owned subsidiaries of the Company have fully and unconditionally guaranteed the notes on a joint and several basis. | 18 | SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION | | | | | | | | | | | | | | | | | | | | | | | |
| Pursuant to the indenture governing the 10.75% Senior Notes, certain 100% owned subsidiaries of the Company have fully and unconditionally guaranteed the notes on a joint and several basis. |
Guarantees of the Senior Notes will be released under certain circumstances, including: | Guarantees of the Senior Notes will be released under certain circumstances, including: |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | -1 | in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor Subsidiary, by way of merger, consolidation or otherwise, a sale or other disposition of all of the Equity Interests of such Guarantor Subsidiary then held by the Issuers or any Restricted Subsidiary; provided, that the sale or other disposition does not violate the “Asset Sales” provisions of the Indenture; | | | | | | | | | | | | | | | | | | | | | | | |
-1 | in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor Subsidiary, by way of merger, consolidation or otherwise, a sale or other disposition of all of the Equity Interests of such Guarantor Subsidiary then held by the Issuers or any Restricted Subsidiary; provided, that the sale or other disposition does not violate the “Asset Sales” provisions of the Indenture; | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | -2 | if such Guarantor Subsidiary is designated as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, upon effectiveness of such designation; | | | | | | | | | | | | | | | | | | | | | | | |
-2 | if such Guarantor Subsidiary is designated as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, upon effectiveness of such designation; | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | -3 | upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the indenture) or upon satisfaction and discharge of the Indenture; | | | | | | | | | | | | | | | | | | | | | | | |
-3 | upon Legal Defeasance or Covenant Defeasance (as such terms are defined in the indenture) or upon satisfaction and discharge of the Indenture; | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | -4 | upon the liquidation or dissolution of such Guarantor Subsidiary, provided no event of default has occurred and is continuing; or | | | | | | | | | | | | | | | | | | | | | | | |
-4 | upon the liquidation or dissolution of such Guarantor Subsidiary, provided no event of default has occurred and is continuing; or | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | -5 | at such time as such Guarantor Subsidiary is no longer required to be a Guarantor Subsidiary of the Senior Notes as described in the Indenture, provided no event of default has occurred and is continuing. | | | | | | | | | | | | | | | | | | | | | | | |
-5 | at such time as such Guarantor Subsidiary is no longer required to be a Guarantor Subsidiary of the Senior Notes as described in the Indenture, provided no event of default has occurred and is continuing. | | | | | | | | | | | | | | | | | | | | | | | | The following tables present unaudited consolidating financial information for (i) the issuer of the notes (Westmoreland Coal Company), (ii) the co-issuer of the notes (Westmoreland Partners), (iii) the guarantors under the notes, and (iv) the entities that are not guarantors under the notes. |
The following tables present unaudited consolidating financial information for (i) the issuer of the notes (Westmoreland Coal Company), (ii) the co-issuer of the notes (Westmoreland Partners), (iii) the guarantors under the notes, and (iv) the entities that are not guarantors under the notes. The following tables are historical and present WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. The effects of the changes to guarantors that took place on July 31, 2014 are presented below these tables with an explanatory paragraph. | Certain amounts in prior periods have been reclassified to conform with the presentation of 2013. These reclassifications affected only the statements of cash flows. The following tables are historical and present WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. The effects of the changes to guarantors that took place on July 31, 2014 are presented below these tables with an explanatory paragraph. |
CONSOLIDATING BALANCE SHEETS(1) | |
March 31, 2014 | CONSOLIDATING BALANCE SHEETS (1) |
(In thousands) | December 31, 2013 |
| (In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuer | Subsidiaries | Guarantor | Adjustments | Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
| | Subsidiaries | | Issuer | Subsidiaries | Guarantor | Adjustments |
Current assets: | | | | | | | | | | | | | | | Subsidiaries | |
Cash and cash equivalents | | $ | 28,759 | | | $ | 4,043 | | | $ | 8,794 | | | $ | 20,304 | | | $ | — | | | $ | 61,900 | | Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 25,326 | | | $ | 3,341 | | | $ | 7,942 | | | $ | 24,501 | | | $ | — | | | $ | 61,110 | |
Receivables: | | | | | | | | | | | | |
Trade | | — | | | 12,456 | | | 22,857 | | | 29,402 | | | — | | | 64,715 | | Receivables: | | | | | | | | | | | | |
Trade | | — | | | 12,934 | | | 17,389 | | | 35,873 | | | — | | | 66,196 | |
Contractual third-party reclamation receivables | | — | | | — | | | 44 | | | 8,169 | | | — | | | 8,213 | |
Contractual third-party reclamation receivables | | — | | | — | | | 44 | | | 8,443 | | | — | | | 8,487 | |
Intercompany receivable/payable | | (2,263 | ) | | — | | | 3,499 | | | (33,946 | ) | | 32,710 | | | — | |
Intercompany receivable/payable | | (3,568 | ) | | — | | | 4,384 | | | (33,681 | ) | | 32,865 | | | — | |
Other | | 273 | | | 208 | | | 244 | | | 681 | | | (31 | ) | | 1,375 | |
Other | | 95 | | | 210 | | | 2,974 | | | 1,831 | | | (24 | ) | | 5,086 | |
| | (1,990 | ) | | 12,664 | | | 26,644 | | | 4,306 | | | 32,679 | | | 74,303 | |
| | (3,473 | ) | | 13,144 | | | 24,791 | | | 12,466 | | | 32,841 | | | 79,769 | |
Inventories | | — | | | 1,845 | | | 15,133 | | | 18,469 | | | — | | | 35,447 | |
Inventories | | — | | | 6,161 | | | 16,077 | | | 17,735 | | | (1 | ) | | 39,972 | |
Restricted investments and bond collateral | | 16,900 | | | — | | | — | | | — | | | — | | | 16,900 | |
Deferred income taxes | | — | | | — | | | 870 | | | — | | | (870 | ) | | — | |
Other current assets | | 7,044 | | | 425 | | | 3,168 | | | 6,005 | | | 1 | | | 16,643 | |
Restricted investments and bond collateral | | — | | | 5,998 | | | — | | | — | | | — | | | 5,998 | |
Total current assets | | 50,713 | | | 18,977 | | | 53,739 | | | 49,084 | | | 32,680 | | | 205,193 | |
Other current assets | | 6,115 | | | 143 | | | 6,883 | | | 5,049 | | | — | | | 18,190 | |
Property, plant and equipment: | | | | | | | | | | | | |
Land and mineral rights | | — | | | 1,395 | | | 104,640 | | | 172,163 | | | — | | | 278,198 | | Total current assets | | 27,968 | | | 28,787 | | | 56,563 | | | 59,751 | | | 31,970 | | | 205,039 | |
|
Plant and equipment | | 3,966 | | | 220,932 | | | 245,368 | | | 202,923 | | | — | | | 673,189 | | Property, plant and equipment: | | | | | | | | | | | | |
Land and mineral rights | | — | | | 1,395 | | | 104,631 | | | 172,163 | | | (1 | ) | | 278,188 | |
| | 3,966 | | | 222,327 | | | 350,008 | | | 375,086 | | | — | | | 951,387 | |
Plant and equipment | | 3,939 | | | 220,872 | | | 229,998 | | | 202,886 | | | 1 | | | 657,696 | |
Less accumulated depreciation, depletion and amortization | | 2,781 | | | 74,177 | | | 138,718 | | | 246,079 | | | (1 | ) | | 461,754 | |
| | 3,939 | | | 222,267 | | | 334,629 | | | 375,049 | | | — | | | 935,884 | |
Net property, plant and equipment | | 1,185 | | | 148,150 | | | 211,290 | | | 129,007 | | | 1 | | | 489,633 | |
Less accumulated depreciation, depletion and amortization | | 2,705 | | | 71,653 | | | 132,189 | | | 239,302 | | | (1 | ) | | 445,848 | |
Advanced coal royalties | | — | | | — | | | 3,000 | | | 4,263 | | | — | | | 7,263 | |
Net property, plant and equipment | | 1,234 | | | 150,614 | | | 202,440 | | | 135,747 | | | 1 | | | 490,036 | |
Reclamation deposits | | — | | | — | | | — | | | 75,315 | | | — | | | 75,315 | |
Advanced coal royalties | | — | | | — | | | 3,000 | | | 4,311 | | | — | | | 7,311 | |
Restricted investments and bond collateral | | 469,385 | | | — | | | 36,615 | | | 17,483 | | | — | | | 523,483 | |
Reclamation deposits | | — | | | — | | | — | | | 74,921 | | | — | | | 74,921 | |
Contractual third-party reclamation receivables | | — | | | — | | | 302 | | | 87,734 | | | — | | | 88,036 | |
Restricted investments and bond collateral | | 15,134 | | | — | | | 36,619 | | | 17,482 | | | — | | | 69,235 | |
Intangible assets | | — | | | 871 | | | — | | | 228 | | | — | | | 1,099 | |
Contractual third-party reclamation receivables | | — | | | — | | | 293 | | | 88,010 | | | — | | | 88,303 | |
Investment in subsidiaries | | 237,926 | | | — | | | — | | | 3,770 | | | (241,696 | ) | | — | |
Intangible assets | | — | | | 1,283 | | | — | | | 238 | | | (1 | ) | | 1,520 | |
Other assets | | 15,563 | | | — | | | 569 | | | 4,493 | | | (3,500 | ) | | 17,125 | |
Investment in subsidiaries | | 266,847 | | | — | | | — | | | 3,770 | | | (270,617 | ) | | — | |
Total assets | | $ | 774,772 | | | $ | 167,998 | | | $ | 305,515 | | | $ | 371,377 | | | $ | (212,515 | ) | | $ | 1,407,147 | |
Other assets | | 8,636 | | | — | | | 586 | | | 3,098 | | | (2,000 | ) | | 10,320 | |
____________________ |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | Total assets | | $ | 319,819 | | | $ | 180,684 | | | $ | 299,501 | | | $ | 387,328 | | | $ | (240,647 | ) | | $ | 946,685 | |
|
CONSOLIDATING BALANCE SHEETS(1) | ____________________ |
March 31, 2014 | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
(In thousands) | CONSOLIDATING BALANCE SHEETS (1) |
| December 31, 2013 |
| (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | |
Issuer | Subsidiaries | Guarantor | Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Subsidiaries | | Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
Current liabilities | | | | | | | | | | | | | Issuer | Subsidiaries | Guarantor | Adjustments |
Current installments of long-term debt | | $ | 22,785 | | | $ | — | | | $ | 4,596 | | | $ | 21,205 | | | $ | — | | | $ | 48,586 | | | | Subsidiaries | |
Current liabilities | | | | | | | | | | | | |
Accounts payable and accrued expenses: | | | | | | | | | | | | | Current installments of long-term debt | | $ | 20,392 | | | $ | — | | | $ | 2,790 | | | $ | 21,161 | | | $ | — | | | $ | 44,343 | |
Trade | | 9,000 | | | 6,331 | | | 14,710 | | | 32,557 | | | — | | | 62,598 | |
Accounts payable and accrued expenses: | | | | | | | | | | | | |
Production taxes | | — | | | 405 | | | 22,442 | | | 23,947 | | | — | | | 46,794 | | Trade | | 4,122 | | | 10,119 | | | 12,522 | | | 30,743 | | | 1 | | | 57,507 | |
|
Workers’ compensation | | 712 | | | — | | | — | | | — | | | — | | | 712 | | Production taxes | | — | | | 3 | | | 17,429 | | | 24,472 | | | 1 | | | 41,905 | |
|
Postretirement medical benefits | | 12,042 | | | — | | | 329 | | | 1,583 | | | 1 | | | 13,955 | | Workers’ compensation | | 717 | | | — | | | — | | | — | | | — | | | 717 | |
|
SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | | Postretirement medical benefits | | 12,042 | | | — | | | 329 | | | 1,583 | | | 1 | | | 13,955 | |
|
Deferred revenue | | — | | | 9,581 | | | 4,813 | | | 1,640 | | | — | | | 16,034 | | SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | |
|
Asset retirement obligations | | — | | | — | | | 3,554 | | | 18,673 | | | — | | | 22,227 | | Deferred revenue | | — | | | 9,024 | | | 3,969 | | | 1,075 | | | — | | | 14,068 | |
|
Other current liabilities | | 19,196 | | | 5,053 | | | — | | | 172 | | | (31 | ) | | 24,390 | | Asset retirement obligations | | — | | | — | | | 3,104 | | | 20,250 | | | (1 | ) | | 23,353 | |
|
Total current liabilities | | 64,125 | | | 21,370 | | | 50,444 | | | 99,777 | | | (30 | ) | | 235,686 | | Other current liabilities | | 11,302 | | | 5,053 | | | 317 | | | 142 | | | (24 | ) | | 16,790 | |
|
Long-term debt, less current installments | | 677,385 | | | — | | | 12,912 | | | 64,848 | | | (3,500 | ) | | 751,645 | | Total current liabilities | | 48,965 | | | 24,199 | | | 40,460 | | | 99,426 | | | (22 | ) | | 213,028 | |
|
Workers’ compensation, less current portion | | 6,680 | | | — | | | — | | | — | | | — | | | 6,680 | | Long-term debt, less current installments | | 224,582 | | | — | | | 2,664 | | | 70,248 | | | (2,000 | ) | | 295,494 | |
|
Excess of black lung benefit obligation over trust assets | | 9,376 | | | — | | | — | | | — | | | — | | | 9,376 | | Workers’ compensation, less current portion | | 6,744 | | | — | | | — | | | — | | | — | | | 6,744 | |
|
Postretirement medical benefits, less current portion | | 185,447 | | | — | | | 50,472 | | | 35,356 | | | — | | | 271,275 | | Excess of black lung benefit obligation over trust assets | | 8,675 | | | — | | | — | | | — | | | — | | | 8,675 | |
|
Pension and SERP obligations, less current portion | | 12,921 | | | 98 | | | 9,494 | | | 1,011 | | | — | | | 23,524 | | Postretirement medical benefits, less current portion | | 185,858 | | | — | | | 49,418 | | | 35,098 | | | — | | | 270,374 | |
|
Deferred revenue, less current portion | | — | | | 38,325 | | | — | | | 4,974 | | | — | | | 43,299 | | Pension and SERP obligations, less current portion | | 13,069 | | | 99 | | | 9,381 | | | 1,627 | | | — | | | 24,176 | |
|
Asset retirement obligations, less current portion | | — | | | 909 | | | 51,300 | | | 206,827 | | | — | | | 259,036 | | Deferred revenue, less current portion | | — | | | 41,297 | | | — | | | 5,271 | | | (1 | ) | | 46,567 | |
|
Intangible liabilities | | — | | | 5,339 | | | — | | | — | | | — | | | 5,339 | | Asset retirement obligations, less current portion | | — | | | 892 | | | 50,472 | | | 205,147 | | | — | | | 256,511 | |
|
Other liabilities | | 6,440 | | | — | | | — | | | 1,063 | | | — | | | 7,503 | | Intangible liabilities | | — | | | 5,606 | | | — | | | — | | | — | | | 5,606 | |
|
Intercompany receivable/payable | | 18,613 | | | — | | | (4,326 | ) | | 5,633 | | | (19,920 | ) | | — | | Other liabilities | | 5,939 | | | — | | | 6,220 | | | 1,450 | | | (6,220 | ) | | 7,389 | |
|
Total liabilities | | 980,987 | | | 66,041 | | | 170,296 | | | 419,489 | | | (23,450 | ) | | 1,613,363 | | Intercompany receivable/payable | | 13,866 | | | — | | | 525 | | | 6,434 | | | (20,825 | ) | | — | |
|
Shareholders’ deficit | | | | | | | | | | | | | Total liabilities | | 507,698 | | | 72,093 | | | 159,140 | | | 424,701 | | | (29,068 | ) | | 1,134,564 | |
Preferred stock | | 121 | | | — | | | — | | | — | | | — | | | 121 | |
Shareholders’ deficit | | | | | | | | | | | | |
Common stock | | 37,155 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 37,155 | | Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | |
|
Other paid-in capital | | 134,953 | | | 52,842 | | | 92,896 | | | 66,027 | | | (211,766 | ) | | 134,952 | | Common stock | | 36,479 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 36,479 | |
|
Accumulated other comprehensive loss | | (63,369 | ) | | (162 | ) | | 17,372 | | | (13,937 | ) | | (3,273 | ) | | (63,369 | ) | Other paid-in capital | | 134,861 | | | 52,835 | | | 94,370 | | | 64,401 | | | (211,606 | ) | | 134,861 | |
|
Accumulated earnings (deficit) | | (315,075 | ) | | 49,272 | | | 24,841 | | | (100,334 | ) | | 26,221 | | | (315,075 | ) | Accumulated other comprehensive income (loss) | | (63,595 | ) | | (164 | ) | | 17,492 | | | (14,153 | ) | | (3,175 | ) | | (63,595 | ) |
|
Total equity (deficit) | | (206,215 | ) | | 101,957 | | | 135,219 | | | (48,112 | ) | | (189,065 | ) | | (206,216 | ) | Accumulated earnings (deficit) | | (295,784 | ) | | 55,915 | | | 28,389 | | | (87,753 | ) | | 3,449 | | | (295,784 | ) |
|
Total liabilities and shareholders’ deficit | | $ | 774,772 | | | $ | 167,998 | | | $ | 305,515 | | | $ | 371,377 | | | $ | (212,515 | ) | | $ | 1,407,147 | | Total Westmoreland Coal Company shareholders’ deficit | | (187,879 | ) | | 108,591 | | | 140,361 | | | (37,373 | ) | | (211,579 | ) | | (187,879 | ) |
|
____________________ | Noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
| Total equity (deficit) | | (187,879 | ) | | 108,591 | | | 140,361 | | | (37,373 | ) | | (211,579 | ) | | (187,879 | ) |
CONSOLIDATING BALANCE SHEETS(1) |
December 31, 2013 | Total liabilities and shareholders’ deficit | | $ | 319,819 | | | $ | 180,684 | | | $ | 299,501 | | | $ | 387,328 | | | $ | (240,647 | ) | | $ | 946,685 | |
(In thousands) |
| ____________________ |
| (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | CONSOLIDATING BALANCE SHEETS (1) |
Issuer | Subsidiaries | Guarantor | Adjustments | December 31, 2012 |
| | Subsidiaries | | (In thousands) |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 25,326 | | | $ | 3,341 | | | $ | 7,942 | | | $ | 24,501 | | | $ | — | | | $ | 61,110 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Receivables: | | | | | | | | | | | | | Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
Trade | | — | | | 12,934 | | | 17,389 | | | 35,873 | | | — | | | 66,196 | | Issuer | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
Contractual third-party reclamation receivables | | — | | | — | | | 44 | | | 8,443 | | | — | | | 8,487 | | Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 14,836 | | | $ | 4,545 | | | $ | 5,362 | | | $ | 6,867 | | | $ | — | | | $ | 31,610 | |
Intercompany receivable/payable | | (3,568 | ) | | — | | | 4,384 | | | (33,681 | ) | | 32,865 | | | — | |
Receivables: | | | | | | | | | | | | |
Other | | 95 | | | 210 | | | 2,974 | | | 1,831 | | | (24 | ) | | 5,086 | | Trade | | — | | | 13,018 | | | 13,428 | | | 33,591 | | | — | | | 60,037 | |
|
| | (3,473 | ) | | 13,144 | | | 24,791 | | | 12,466 | | | 32,841 | | | 79,769 | | Contractual third-party reclamation receivables | | — | | | — | | | 56 | | | 10,151 | | | — | | | 10,207 | |
|
Inventories | | — | | | 6,161 | | | 16,077 | | | 17,735 | | | (1 | ) | | 39,972 | | Intercompany receivable/payable | | (8,002 | ) | | — | | | 5,667 | | | (30,641 | ) | | 32,976 | | | — | |
|
Deferred income taxes | | — | | | — | | | 870 | | | — | | | (870 | ) | | — | | Other | | 77 | | | — | | | 16,806 | | | 1,182 | | | (14,845 | ) | | 3,220 | |
|
Restricted investments and bond collateral | | — | | | 5,998 | | | — | | | — | | | — | | | 5,998 | | | | (7,925 | ) | | 13,018 | | | 35,957 | | | 14,283 | | | 18,131 | | | 73,464 | |
|
Other current assets | | 6,115 | | | 143 | | | 6,883 | | | 5,049 | | | — | | | 18,190 | | Inventories | | — | | | 3,047 | | | 16,538 | | | 18,149 | | | — | | | 37,734 | |
|
Total current assets | | 27,968 | | | 28,787 | | | 56,563 | | | 59,751 | | | 31,970 | | | 205,039 | | Other current assets | | 739 | | | 298 | | | 5,550 | | | 9,917 | | | — | | | 16,504 | |
|
Property, plant and equipment: | | | | | | | | | | | | | Total current assets | | 7,650 | | | 20,908 | | | 63,407 | | | 49,216 | | | 18,131 | | | 159,312 | |
Land and mineral rights | | — | | | 1,395 | | | 104,631 | | | 172,163 | | | (1 | ) | | 278,188 | |
Property, plant and equipment: | | | | | | | | | | | | |
Plant and equipment | | 3,939 | | | 220,872 | | | 229,998 | | | 202,886 | | | 1 | | | 657,696 | | Land and mineral rights | | — | | | 1,395 | | | 91,741 | | | 168,605 | | | — | | | 261,741 | |
|
| | 3,939 | | | 222,267 | | | 334,629 | | | 375,049 | | | — | | | 935,884 | | Plant and equipment | | 3,198 | | | 219,857 | | | 215,751 | | | 196,914 | | | — | | | 635,720 | |
|
Less accumulated depreciation, depletion and amortization | | 2,705 | | | 71,653 | | | 132,189 | | | 239,302 | | | (1 | ) | | 445,848 | | | | 3,198 | | | 221,252 | | | 307,492 | | | 365,519 | | | — | | | 897,461 | |
|
Net property, plant and equipment | | 1,234 | | | 150,614 | | | 202,440 | | | 135,747 | | | 1 | | | 490,036 | | Less accumulated depreciation, depletion and amortization | | 2,364 | | | 61,474 | | | 108,151 | | | 212,632 | | | — | | | 384,621 | |
|
Advanced coal royalties | | — | | | — | | | 3,000 | | | 4,311 | | | — | | | 7,311 | | Net property, plant and equipment | | 834 | | | 159,778 | | | 199,341 | | | 152,887 | | | — | | | 512,840 | |
|
Reclamation deposits | | — | | | — | | | — | | | 74,921 | | | — | | | 74,921 | | Advanced coal royalties | | — | | | — | | | 500 | | | 3,816 | | | — | | | 4,316 | |
|
Restricted investments and bond collateral | | 15,134 | | | — | | | 36,619 | | | 17,482 | | | — | | | 69,235 | | Reclamation deposits | | — | | | — | | | — | | | 72,718 | | | — | | | 72,718 | |
|
Contractual third-party reclamation receivables | | — | | | — | | | 293 | | | 88,010 | | | — | | | 88,303 | | Restricted investments and bond collateral | | 15,183 | | | 5,990 | | | 39,208 | | | 26,828 | | | — | | | 87,209 | |
|
Intangible assets | | — | | | 1,283 | | | — | | | 238 | | | (1 | ) | | 1,520 | | Contractual third-party reclamation receivables | | — | | | — | | | 327 | | | 83,831 | | | — | | | 84,158 | |
|
Investment in subsidiaries | | 266,847 | | | — | | | — | | | 3,770 | | | (270,617 | ) | | — | | Intangible assets | | — | | | 2,923 | | | — | | | 280 | | | — | | | 3,203 | |
|
Other assets | | 8,636 | | | — | | | 586 | | | 3,098 | | | (2,000 | ) | | 10,320 | | Investment in subsidiaries | | 248,565 | | | — | | | (792 | ) | | 3,770 | | | (251,543 | ) | | — | |
|
Total assets | | $ | 319,819 | | | $ | 180,684 | | | $ | 299,501 | | | $ | 387,328 | | | $ | (240,647 | ) | | $ | 946,685 | | Other assets | | 10,267 | | | — | | | 635 | | | 3,457 | | | (2,000 | ) | | 12,359 | |
|
____________________ | Total assets | | $ | 282,499 | | | $ | 189,599 | | | $ | 302,626 | | | $ | 396,803 | | | $ | (235,412 | ) | | $ | 936,115 | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
CONSOLIDATING BALANCE SHEETS(1) | ____________________ |
December 31, 2013 | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
(In thousands) | |
| CONSOLIDATING BALANCE SHEETS (1) |
| December 31, 2012 |
| | | | | | | | | | | | | | | | | | | | | | | | | (In thousands) |
Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Issuer | Subsidiaries | Subsidiaries | Adjustments | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current installments of long-term debt | | $ | 20,392 | | | $ | — | | | $ | 2,790 | | | $ | 21,161 | | | $ | — | | | $ | 44,343 | | Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
Issuer | Subsidiaries | Subsidiaries | Adjustments |
Accounts payable and accrued expenses: | | | | | | | | | | | | | Current liabilities | | | | | | | | | | | | |
Trade | | 4,122 | | | 10,119 | | | 12,522 | | | 30,743 | | | 1 | | | 57,507 | | Current installments of long-term debt | | $ | (1,548 | ) | | $ | — | | | $ | 1,939 | | | $ | 23,400 | | | $ | — | | | $ | 23,791 | |
|
Production taxes | | — | | | 3 | | | 17,429 | | | 24,472 | | | 1 | | | 41,905 | | Accounts payable and accrued expenses: | | | | | | | | | | | | |
Trade | | 4,707 | | | 4,978 | | | 15,163 | | | 42,085 | | | (14,840 | ) | | 52,093 | |
Workers’ compensation | | 717 | | | — | | | — | | | — | | | — | | | 717 | |
Production taxes | | — | | | 3 | | | 10,014 | | | 23,211 | | | — | | | 33,228 | |
Postretirement medical benefits | | 12,042 | | | — | | | 329 | | | 1,583 | | | 1 | | | 13,955 | |
Workers’ compensation | | 820 | | | — | | | — | | | — | | | — | | | 820 | |
SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | |
Postretirement medical benefits | | 12,494 | | | — | | | 87 | | | 1,487 | | | — | | | 14,068 | |
Deferred revenue | | — | | | 9,024 | | | 3,969 | | | 1,075 | | | — | | | 14,068 | |
SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | |
Asset retirement obligations | | — | | | — | | | 3,104 | | | 20,250 | | | (1 | ) | | 23,353 | |
Deferred revenue | | — | | | 8,788 | | | 2,997 | | | 1,037 | | | — | | | 12,822 | |
Other current liabilities | | 11,302 | | | 5,053 | | | 317 | | | 142 | | | (24 | ) | | 16,790 | |
Asset retirement obligations | | — | | | — | | | 3,519 | | | 18,719 | | | — | | | 22,238 | |
Total current liabilities | | 48,965 | | | 24,199 | | | 40,460 | | | 99,426 | | | (22 | ) | | 213,028 | |
Other current liabilities | | 11,312 | | | — | | | 10 | | | 144 | | | (4 | ) | | 11,462 | |
Long-term debt, less current installments | | 224,582 | | | — | | | 2,664 | | | 70,248 | | | (2,000 | ) | | 295,494 | |
Total current liabilities | | 28,175 | | | 13,769 | | | 33,729 | | | 110,083 | | | (14,844 | ) | | 170,912 | |
Workers’ compensation, less current portion | | 6,744 | | | — | | | — | | | — | | | — | | | 6,744 | |
Long-term debt, less current installments | | 245,456 | | | — | | | 2,473 | | | 91,269 | | | (2,000 | ) | | 337,198 | |
Excess of black lung benefit obligation over trust assets | | 8,675 | | | — | | | — | | | — | | | — | | | 8,675 | |
Workers’ compensation, less current portion | | 8,710 | | | — | | | — | | | — | | | — | | | 8,710 | |
Postretirement medical benefits, less current portion | | 185,858 | | | — | | | 49,418 | | | 35,098 | | | — | | | 270,374 | |
Excess of black lung benefit obligation over trust assets | | 8,356 | | | — | | | — | | | — | | | — | | | 8,356 | |
Pension and SERP obligations, less current portion | | 13,069 | | | 99 | | | 9,381 | | | 1,627 | | | — | | | 24,176 | |
Postretirement medical benefits, less current portion | | 224,336 | | | — | | | 55,981 | | | 39,458 | | | — | | | 319,775 | |
Deferred revenue, less current portion | | — | | | 41,297 | | | — | | | 5,271 | | | (1 | ) | | 46,567 | |
Pension and SERP obligations, less current portion | | 29,265 | | | 289 | | | 19,346 | | | 5,350 | | | — | | | 54,250 | |
Asset retirement obligations, less current portion | | — | | | 892 | | | 50,472 | | | 205,147 | | | — | | | 256,511 | |
Deferred revenue, less current portion | | — | | | 50,239 | | | — | | | 6,652 | | | — | | | 56,891 | |
Intangible liabilities | | — | | | 5,606 | | | — | | | — | | | — | | | 5,606 | |
Asset retirement obligations, less current portion | | — | | | 829 | | | 40,063 | | | 200,717 | | | — | | | 241,609 | |
Other liabilities | | 5,939 | | | — | | | 6,220 | | | 1,450 | | | (6,220 | ) | | 7,389 | |
Intangible liabilities | | — | | | 6,625 | | | — | | | — | | | — | | | 6,625 | |
Intercompany receivable/payable | | 13,866 | | | — | | | 525 | | | 6,434 | | | (20,825 | ) | | — | |
Other liabilities | | 701 | | | — | | | 15,677 | | | 1,642 | | | — | | | 18,020 | |
Total liabilities | | 507,698 | | | 72,093 | | | 159,140 | | | 424,701 | | | (29,068 | ) | | 1,134,564 | |
Intercompany receivable/payable | | 23,731 | | | — | | | (7,972 | ) | | 35,787 | | | (51,546 | ) | | — | |
Shareholders’ deficit | | | | | | | | | | | | |
Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | | Total liabilities | | 568,730 | | | 71,751 | | | 159,297 | | | 490,958 | | | (68,390 | ) | | 1,222,346 | |
|
Common stock | | 36,479 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 36,479 | | Shareholders’ deficit | | | | | | | | | | | | |
Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | |
Other paid-in capital | | 134,861 | | | 52,835 | | | 94,370 | | | 64,401 | | | (211,606 | ) | | 134,861 | |
Common stock | | 35,502 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 35,502 | |
Accumulated other comprehensive loss | | (63,595 | ) | | (164 | ) | | 17,492 | | | (14,153 | ) | | (3,175 | ) | | (63,595 | ) |
Other paid-in capital | | 130,852 | | | 52,807 | | | 93,456 | | | 62,539 | | | (208,802 | ) | | 130,852 | |
Accumulated earnings (deficit) | | (295,784 | ) | | 55,915 | | | 28,389 | | | (87,753 | ) | | 3,449 | | | (295,784 | ) |
Accumulated other comprehensive loss | | (148,345 | ) | | (372 | ) | | (4,987 | ) | | (24,492 | ) | | 29,851 | | | (148,345 | ) |
Total equity (deficit) | | (187,879 | ) | | 108,591 | | | 140,361 | | | (37,373 | ) | | (211,579 | ) | | (187,879 | ) |
Accumulated earnings (deficit) | | (289,727 | ) | | 65,408 | | | 54,750 | | | (132,334 | ) | | 12,176 | | | (289,727 | ) |
Total liabilities and shareholders’ deficit | | $ | 319,819 | | | $ | 180,684 | | | $ | 299,501 | | | $ | 387,328 | | | $ | (240,647 | ) | | $ | 946,685 | |
Total Westmoreland Coal Company shareholders’ deficit | | (271,558 | ) | | 117,848 | | | 143,329 | | | (94,155 | ) | | (167,022 | ) | | (271,558 | ) |
____________________ |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | Noncontrolling interest | | (14,673 | ) | | — | | | — | | | — | | | — | | | (14,673 | ) |
CONSOLIDATING STATEMENTS OF OPERATIONS(1) |
Three Months Ended March 31, 2014 | Total equity (deficit) | | (286,231 | ) | | 117,848 | | | 143,329 | | | (94,155 | ) | | (167,022 | ) | | (286,231 | ) |
(In thousands) |
| Total liabilities and shareholders’ deficit | | $ | 282,499 | | | $ | 189,599 | | | $ | 302,626 | | | $ | 396,803 | | | $ | (235,412 | ) | | $ | 936,115 | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | ____________________ |
| Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Issuer | Subsidiaries | Subsidiaries | Adjustments | | |
Revenues | $ | — | | | $ | 22,012 | | | $ | 64,292 | | | $ | 93,898 | | | $ | — | | | $ | 180,202 | | | CONSOLIDATING STATEMENTS OF OPERATIONS (1) |
| Year Ended December 31, 2013 |
Costs and expenses: | | | | | | | | | | | | | (In thousands) |
Cost of sales | — | | | 16,454 | | | 50,558 | | | 71,618 | | | — | | | 138,630 | | | |
| | |
Depreciation, depletion and amortization | 76 | | | 2,524 | | | 6,269 | | | 7,190 | | | — | | | 16,059 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Selling and administrative | 3,746 | | | 894 | | | 2,994 | | | 5,697 | | | — | | | 13,331 | | | Issuer | Subsidiaries | Subsidiaries | Adjustments | |
| Revenues | $ | — | | | $ | 87,567 | | | $ | 214,481 | | | $ | 414,085 | | | $ | (41,447 | ) | | $ | 674,686 | | |
Heritage health benefit expenses | 3,326 | | | — | | | — | | | 218 | | | — | | | 3,544 | | | |
| Costs and expenses: | | | | | | | | | | | | |
Loss (gain) on sales of assets | — | | | — | | | (1 | ) | | 39 | | | — | | | 38 | | | Cost of sales | — | | | 63,794 | | | 174,204 | | | 338,769 | | | (41,447 | ) | | 535,320 | | |
| |
Restructuring charges | — | | | 397 | | | — | | | — | | | — | | | 397 | | | Depreciation, depletion and amortization | 354 | | | 10,178 | | | 27,452 | | | 29,247 | | | — | | | 67,231 | | |
| |
Other operating income | — | | | — | | | 150 | | | — | | | — | | | 150 | | | Selling and administrative | 12,339 | | | 3,609 | | | 11,092 | | | 23,681 | | | — | | | 50,721 | | |
| |
| 7,148 | | | 20,269 | | | 59,970 | | | 84,762 | | | — | | | 172,149 | | | Heritage health benefit expenses | 12,361 | | | — | | | — | | | 1,057 | | | — | | | 13,418 | | |
| |
Operating income (loss) | (7,148 | ) | | 1,743 | | | 4,322 | | | 9,136 | | | — | | | 8,053 | | | Loss (gain) on sales of assets | — | | | — | | | 115 | | | (189 | ) | | — | | | (74 | ) | |
| |
Other income (expense): | | | | | | | | | | | | | Restructuring charges | — | | | 5,078 | | | — | | | — | | | — | | | 5,078 | | |
Interest expense | (18,673 | ) | | (44 | ) | | (110 | ) | | (1,978 | ) | | 7 | | | (20,798 | ) | | |
| Other operating income | — | | | — | | | (22,367 | ) | | (3 | ) | | — | | | (22,370 | ) | |
Interest income | 123 | | | 4 | | | 25 | | | 157 | | | (7 | ) | | 302 | | | |
| | 25,054 | | | 82,659 | | | 190,496 | | | 392,562 | | | (41,447 | ) | | 649,324 | | |
Loss on foreign exchange | (6,790 | ) | | — | | | — | | | — | | | — | | | (6,790 | ) | | |
| Operating income (loss) | (25,054 | ) | | 4,908 | | | 23,985 | | | 21,523 | | | — | | | 25,362 | | |
Other income | 1 | | | — | | | 55 | | | 37 | | | — | | | 93 | | | |
| Other income (expense): | | | | | | | | | | | | |
| (25,339 | ) | | (40 | ) | | (30 | ) | | (1,784 | ) | | — | | | (27,193 | ) | | Interest expense | (30,417 | ) | | (39 | ) | | (295 | ) | | (9,221 | ) | | 35 | | | (39,937 | ) | |
| |
Income (loss) before income taxes and income of consolidated subsidiaries | (32,487 | ) | | 1,703 | | | 4,292 | | | 7,352 | | | — | | | (19,140 | ) | | Loss on extinguishment of debt | (64 | ) | | — | | | — | | | — | | | — | | | (64 | ) | |
| |
Equity in income of subsidiaries | 13,319 | | | — | | | — | | | — | | | (13,319 | ) | | — | | | Interest income | 165 | | | 26 | | | 522 | | | 688 | | | (35 | ) | | 1,366 | | |
| |
Income (loss) before income taxes | (19,168 | ) | | 1,703 | | | 4,292 | | | 7,352 | | | (13,319 | ) | | (19,140 | ) | | Other income | 1 | | | — | | | 328 | | | 35 | | | — | | | 364 | | |
| |
Income tax expense (benefit) | (138 | ) | | — | | | (1,511 | ) | | 6,626 | | | (5,087 | ) | | (110 | ) | | | (30,315 | ) | | (13 | ) | | 555 | | | (8,498 | ) | | — | | | (38,271 | ) | |
| |
Net income (loss) | (19,030 | ) | | 1,703 | | | 5,803 | | | 726 | | | (8,232 | ) | | (19,030 | ) | | Income (loss) before income taxes and income of consolidated subsidiaries | (55,369 | ) | | 4,895 | | | 24,540 | | | 13,025 | | | — | | | (12,909 | ) | |
| |
Less net loss attributable to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | Equity in income of subsidiaries | 42,347 | | | — | | | — | | | — | | | (42,347 | ) | | — | | |
| |
Net income (loss) attributable to the Parent company | $ | (19,030 | ) | | $ | 1,703 | | | $ | 5,803 | | | $ | 726 | | | $ | (8,232 | ) | | $ | (19,030 | ) | | Loss before income taxes | (13,022 | ) | | 4,895 | | | 24,540 | | | 13,025 | | | (42,347 | ) | | (12,909 | ) | |
| |
____________________ | Income tax expense (benefit) | (4,895 | ) | | 680 | | | 8,461 | | | (47 | ) | | (8,981 | ) | | (4,782 | ) | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | |
| Net income (loss) | (8,127 | ) | | 4,215 | | | 16,079 | | | 13,072 | | | (33,366 | ) | | (8,127 | ) | |
CONSOLIDATING STATEMENTS OF OPERATIONS(1) | |
Three Months Ended March 31, 2013 | Less net loss attributable to noncontrolling interest | (3,430 | ) | | — | | | — | | | — | | | — | | | (3,430 | ) | |
(In thousands) | |
| Net income (loss) attributable to the Parent company | $ | (4,697 | ) | | $ | 4,215 | | | $ | 16,079 | | | $ | 13,072 | | | $ | (33,366 | ) | | $ | (4,697 | ) | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | ____________________ |
| Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Issuer | Subsidiaries | Subsidiaries | Adjustments | | |
Revenues | $ | — | | | $ | 19,336 | | | $ | 50,687 | | | $ | 100,401 | | | $ | (8,976 | ) | | $ | 161,448 | | | CONSOLIDATING STATEMENTS OF OPERATIONS (1) |
| Year Ended December 31, 2012 |
Costs and expenses: | | | | | | | | | | | | | (In thousands) |
Cost of sales | — | | | 16,954 | | | 40,421 | | | 82,022 | | | (8,976 | ) | | 130,421 | | | |
| | |
Depreciation, depletion and amortization | 94 | | | 2,531 | | | 5,189 | | | 6,612 | | | — | | | 14,426 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Selling and administrative | 3,054 | | | 855 | | | 2,637 | | | 5,341 | | | — | | | 11,887 | | | Issuer | Subsidiaries | Subsidiaries | Adjustments | |
| Revenues | $ | — | | | $ | 81,285 | | | $ | 184,506 | | | $ | 366,105 | | | $ | (31,459 | ) | | $ | 600,437 | | |
Heritage health benefit expenses | 3,689 | | | — | | | — | | | 262 | | | — | | | 3,951 | | | |
| Costs and expenses: | | | | | | | | | | | | |
Gain on sales of assets | — | | | — | | | (133 | ) | | (101 | ) | | — | | | (234 | ) | | Cost of sales | — | | | 59,299 | | | 134,683 | | | 303,998 | | | (31,459 | ) | | 466,521 | | |
| |
Other operating income | — | | | — | | | (4,737 | ) | | — | | | — | | | (4,737 | ) | | Depreciation, depletion and amortization | 421 | | | 10,085 | | | 19,571 | | | 27,068 | | | — | | | 57,145 | | |
| |
| 6,837 | | | 20,340 | | | 43,377 | | | 94,136 | | | (8,976 | ) | | 155,714 | | | Selling and administrative | 13,748 | | | 3,657 | | | 9,993 | | | 24,037 | | | (1,527 | ) | | 49,908 | | |
| |
Operating income (loss) | (6,837 | ) | | (1,004 | ) | | 7,310 | | | 6,265 | | | — | | | 5,734 | | | Heritage health benefit expenses | 12,406 | | | — | | | — | | | 982 | | | — | | | 13,388 | | |
| |
Other income (expense): | | | | | | | | | | | | | Loss on sales of assets | 13 | | | — | | | 251 | | | 264 | | | — | | | 528 | | |
Interest expense | (7,584 | ) | | (10 | ) | | (74 | ) | | (2,500 | ) | | 8 | | | (10,160 | ) | | |
| Other operating income | — | | | — | | | (17,452 | ) | | — | | | 1,527 | | | (15,925 | ) | |
Interest income | 30 | | | 10 | | | 44 | | | 221 | | | (8 | ) | | 297 | | | |
| | 26,588 | | | 73,041 | | | 147,046 | | | 356,349 | | | (31,459 | ) | | 571,565 | | |
Other income (loss) | — | | | — | | | 92 | | | (22 | ) | | — | | | 70 | | | |
| Operating income (loss) | (26,588 | ) | | 8,244 | | | 37,460 | | | 9,756 | | | — | | | 28,872 | | |
| (7,554 | ) | | — | | | 62 | | | (2,301 | ) | | — | | | (9,793 | ) | | |
| Other income (expense): | | | | | | | | | | | | |
Income (loss) before income taxes and income of consolidated subsidiaries | (14,391 | ) | | (1,004 | ) | | 7,372 | | | 3,964 | | | — | | | (4,059 | ) | | Interest expense | (31,301 | ) | | (39 | ) | | (378 | ) | | (11,039 | ) | | 80 | | | (42,677 | ) | |
| |
Equity in income of subsidiaries | 10,304 | | | — | | | — | | | — | | | (10,304 | ) | | — | | | Loss on extinguishment of debt | (1,986 | ) | | — | | | — | | | — | | | — | | | (1,986 | ) | |
| |
Income (loss) before income taxes | (4,087 | ) | | (1,004 | ) | | 7,372 | | | 3,964 | | | (10,304 | ) | | (4,059 | ) | | Interest income | 253 | | | 15 | | | 294 | | | 1,014 | | | (80 | ) | | 1,496 | | |
| |
Income tax expense (benefit) | — | | | — | | | 496 | | | 2,823 | | | (3,291 | ) | | 28 | | | Other income | 190 | | | — | | | 395 | | | 138 | | | — | | | 723 | | |
| |
Net income (loss) | (4,087 | ) | | (1,004 | ) | | 6,876 | | | 1,141 | | | (7,013 | ) | | (4,087 | ) | | | (32,844 | ) | | (24 | ) | | 311 | | | (9,887 | ) | | — | | | (42,444 | ) | |
| |
Less net loss attributable to noncontrolling interest | (1,702 | ) | | — | | | — | | | — | | | — | | | (1,702 | ) | | Income (loss) before income taxes and income of consolidated subsidiaries | (59,432 | ) | | 8,220 | | | 37,771 | | | (131 | ) | | — | | | (13,572 | ) | |
| |
Net income (loss) attributable to the Parent company | $ | (2,385 | ) | | $ | (1,004 | ) | | $ | 6,876 | | | $ | 1,141 | | | $ | (7,013 | ) | | $ | (2,385 | ) | | Equity in income of subsidiaries | 45,762 | | | — | | | — | | | — | | | (45,762 | ) | | — | | |
| |
____________________ | Income (loss) before income taxes | (13,670 | ) | | 8,220 | | | 37,771 | | | (131 | ) | | (45,762 | ) | | (13,572 | ) | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | |
| Income tax expense (benefit) | (8 | ) | | 107 | | | — | | | 4,410 | | | (4,419 | ) | | 90 | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(1) | |
Three Months Ended March 31, 2014 | Net income (loss) | (13,662 | ) | | 8,113 | | | 37,771 | | | (4,541 | ) | | (41,343 | ) | | (13,662 | ) | |
(In thousands) | |
| | Less net loss attributable to noncontrolling interest | (6,436 | ) | | — | | | — | | | — | | | — | | | (6,436 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | | Net income (loss) attributable to the Parent company | $ | (7,226 | ) | | $ | 8,113 | | | $ | 37,771 | | | $ | (4,541 | ) | | $ | (41,343 | ) | | $ | (7,226 | ) | |
Subsidiaries | Subsidiaries | Adjustments | | |
Net income (loss) | $ | (19,030 | ) | | $ | 1,703 | | | $ | 5,803 | | | $ | 726 | | | $ | (8,232 | ) | | $ | (19,030 | ) | | ____________________ |
| (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Amortization of accumulated actuarial gains or losses, pension | 359 | | | 2 | | | — | | | 128 | | | (130 | ) | | 359 | | | CONSOLIDATING STATEMENTS OF OPERATIONS (1) |
| Year Ended December 31, 2011 |
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 5 | | | — | | | (119 | ) | | 88 | | | 31 | | | 5 | | | (In thousands) |
| |
Tax effect of other comprehensive income gains | (138 | ) | | — | | | — | | | — | | | — | | | (138 | ) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | 226 | | | 2 | | | (119 | ) | | 216 | | | (99 | ) | | 226 | | | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
| Issuer | Subsidiaries | Subsidiaries | Adjustments | |
Comprehensive income (loss) attributable to the Parent company | $ | (18,804 | ) | | $ | 1,705 | | | $ | 5,684 | | | $ | 942 | | | $ | (8,331 | ) | | $ | (18,804 | ) | | Revenues | $ | — | | | $ | 86,785 | | | $ | 58,544 | | | $ | 411,908 | | | $ | (55,524 | ) | | $ | 501,713 | | |
| |
____________________ | Costs and expenses: | | | | | | | | | | | | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | Cost of sales | — | | | 60,243 | | | 49,439 | | | 338,629 | | | (55,524 | ) | | 392,787 | | |
| |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(1) | Depreciation, depletion and amortization | 306 | | | 10,175 | | | 7,936 | | | 27,177 | | | — | | | 45,594 | | |
Three Months Ended March 31, 2013 | |
(In thousands) | Selling and administrative | 10,616 | | | 4,059 | | | 4,566 | | | 21,508 | | | (473 | ) | | 40,276 | | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | Heritage health benefit expenses | 17,754 | | | — | | | — | | | 821 | | | — | | | 18,575 | | |
| Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | | |
Subsidiaries | Subsidiaries | Adjustments | | Gain (loss) on sales of assets | 3 | | | 189 | | | 59 | | | 389 | | | — | | | 640 | | |
Net income (loss) | $ | (4,087 | ) | | $ | (1,004 | ) | | $ | 6,876 | | | $ | 1,141 | | | $ | (7,013 | ) | | $ | (4,087 | ) | | |
| Other operating income | — | | | — | | | (7,258 | ) | | — | | | 473 | | | (6,785 | ) | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Amortization of accumulated actuarial gains or losses, pension | 741 | | | 6 | | | — | | | 193 | | | (199 | ) | | 741 | | | | 28,679 | | | 74,666 | | | 54,742 | | | 388,524 | | | (55,524 | ) | | 491,087 | | |
| |
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 1,001 | | | — | | | — | | | 213 | | | (213 | ) | | 1,001 | | | Operating income (loss) | (28,679 | ) | | 12,119 | | | 3,802 | | | 23,384 | | | — | | | 10,626 | | |
| |
Other comprehensive income (loss) | 1,742 | | | 6 | | | — | | | 406 | | | (412 | ) | | 1,742 | | | Other income (expense): | | | | | | | | | | | | |
| Interest expense | (16,365 | ) | | (469 | ) | | (657 | ) | | (12,370 | ) | | 92 | | | (29,769 | ) | |
Comprehensive income (loss) attributable to the Parent company | $ | (2,345 | ) | | $ | (998 | ) | | $ | 6,876 | | | $ | 1,547 | | | $ | (7,425 | ) | | $ | (2,345 | ) | | |
| Loss on extinguishment of debt | (7,873 | ) | | (9,073 | ) | | (84 | ) | | — | | | — | | | (17,030 | ) | |
____________________ | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | Interest income | 266 | | | 14 | | | 206 | | | 1,050 | | | (92 | ) | | 1,444 | | |
| |
CONSOLIDATING STATEMENTS OF CASH FLOWS(1) | Other income (loss) | (3,014 | ) | | — | | | 170 | | | 272 | | | — | | | (2,572 | ) | |
Three Months Ended March 31, 2014 | |
(In thousands) | | (26,986 | ) | | (9,528 | ) | | (365 | ) | | (11,048 | ) | | — | | | (47,927 | ) | |
| |
| Loss before income taxes and income of consolidated subsidiaries | (55,665 | ) | | 2,591 | | | 3,437 | | | 12,336 | | | — | | | (37,301 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | Equity in income of subsidiaries | 18,508 | | | — | | | — | | | — | | | (18,508 | ) | | — | | |
Issuer | Subsidiaries | Subsidiaries | Adjustments | |
Cash flows from operating activities: | | | | | | | | | | | | | Loss before income taxes | (37,157 | ) | | 2,591 | | | 3,437 | | | 12,336 | | | (18,508 | ) | | (37,301 | ) | |
Net income (loss) | | $ | (19,030 | ) | | $ | 1,703 | | | $ | 5,803 | | | $ | 726 | | | $ | (8,232 | ) | | $ | (19,030 | ) | |
Income tax expense (benefit) | (282 | ) | | (2,498 | ) | | (26 | ) | | 7,263 | | | (4,883 | ) | | (426 | ) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | |
Equity in income of subsidiaries | | (13,319 | ) | | — | | | — | | | — | | | 13,319 | | | — | | Net income (loss) | (36,875 | ) | | 5,089 | | | 3,463 | | | 5,073 | | | (13,625 | ) | | (36,875 | ) | |
|
Depreciation, depletion, and amortization | | 76 | | | 2,524 | | | 6,269 | | | 7,190 | | | — | | | 16,059 | | Less net loss attributable to noncontrolling interest | (3,775 | ) | | — | | | — | | | — | | | — | | | (3,775 | ) | |
|
Accretion of asset retirement obligation and receivable | | — | | | 18 | | | 1,278 | | | 2,183 | | | — | | | 3,479 | | Net loss attributable to the Parent company | $ | (33,100 | ) | | $ | 5,089 | | | $ | 3,463 | | | $ | 5,073 | | | $ | (13,625 | ) | | $ | (33,100 | ) | |
|
Non-cash tax benefits | | (138 | ) | | — | | | — | | | — | | | — | | | (138 | ) | ____________________ |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Amortization of intangible assets and liabilities, net | | — | | | 146 | | | — | | | 7 | | | — | | | 153 | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (1) |
Share-based compensation | | 569 | | | 7 | | | 37 | | | 115 | | | — | | | 728 | | Year Ended December 31, 2013 |
(In thousands) |
Loss (gain) on sales of assets | | — | | | — | | | (1 | ) | | 39 | | | — | | | 38 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of deferred financing costs | | 149 | | | — | | | — | | | 122 | | | — | | | 271 | | | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Subsidiaries | Subsidiaries | Adjustments | |
Loss on foreign exchange | | 6,790 | | | — | | | — | | | — | | | — | | | 6,790 | | | | | | | | | | | | | | |
Net income (loss) | $ | (8,127 | ) | | $ | 4,215 | | | $ | 16,079 | | | $ | 13,072 | | | $ | (33,366 | ) | | $ | (8,127 | ) | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Receivables, net | | (178 | ) | | 480 | | | (2,738 | ) | | 6,104 | | | 1,534 | | | 5,202 | | Other comprehensive income (loss) | | | | | | | | | | | | |
Amortization of accumulated actuarial gains or losses, pension | 3,490 | | | 28 | | | — | | | 863 | | | (891 | ) | | 3,490 | | |
Inventories | | — | | | 4,316 | | | 944 | | | (735 | ) | | — | | | 4,525 | | |
Adjustments to accumulated actuarial losses and transition obligations, pension | 28,974 | | | 180 | | | 10,554 | | | 3,252 | | | (13,986 | ) | | 28,974 | | |
Excess of black lung benefit obligation over trust assets | | 701 | | | — | | | — | | | — | | | — | | | 701 | | |
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 4,005 | | | — | | | — | | | 852 | | | (852 | ) | | 4,005 | | |
Accounts payable and accrued expenses | | 5,670 | | | (3,386 | ) | | 7,356 | | | 1,327 | | | (8 | ) | | 10,959 | | |
Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | 53,230 | | | — | | | 11,941 | | | 5,411 | | | (17,352 | ) | | 53,230 | | |
Deferred revenue | | — | | | (2,415 | ) | | 844 | | | 269 | | | — | | | (1,302 | ) | |
Tax effect of other comprehensive income gains | (4,892 | ) | | — | | | — | | | — | | | — | | | (4,892 | ) | |
Income tax payable | | — | | | — | | | — | | | 28 | | | — | | | 28 | | |
Unrealized and realized gains and losses on available-for-sale securities | (57 | ) | | — | | | (17 | ) | | (38 | ) | | 55 | | | (57 | ) | |
Accrual for workers’ compensation | | (69 | ) | | — | | | — | | | — | | | — | | | (69 | ) | |
Other comprehensive income | 84,750 | | | 208 | | | 22,478 | | | 10,340 | | | (33,026 | ) | | 84,750 | | |
Asset retirement obligations | | — | | | — | | | (9 | ) | | (1,343 | ) | | — | | | (1,352 | ) | |
Comprehensive income attributable to Westmoreland Coal Company | $ | 76,623 | | | $ | 4,423 | | | $ | 38,557 | | | $ | 23,412 | | | $ | (66,392 | ) | | $ | 76,623 | | |
Accrual for postretirement medical benefits | | (374 | ) | | — | | | 935 | | | 345 | | | — | | | 906 | | |
____________________ |
Pension and SERP obligations | | 83 | | | 1 | | | 113 | | | (490 | ) | | — | | | (293 | ) | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
|
Other assets and liabilities | | (183 | ) | | (309 | ) | | (1,616 | ) | | (2,880 | ) | | 6,981 | | | 1,993 | | |
|
Distributions received from subsidiaries | | 42,500 | | | — | | | — | | | — | | | (42,500 | ) | | — | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (1) |
Net cash provided by (used in) operating activities | | 23,247 | | | 3,085 | | | 19,215 | | | 13,007 | | | (28,906 | ) | | 29,648 | | Year Ended December 31, 2012 |
(In thousands) |
Cash flows from investing activities: | | | | | | | | | | | | | |
Additions to property, plant and equipment | | 38 | | | (35 | ) | | (2,609 | ) | | (444 | ) | | — | | | (3,050 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in restricted investments and bond collateral and reclamation deposits | | (471,151 | ) | | 5,998 | | | 4 | | | (395 | ) | | — | | | (465,544 | ) | | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Subsidiaries | Subsidiaries | Adjustments | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | $ | (13,662 | ) | | $ | 8,113 | | | $ | 37,771 | | | $ | (4,541 | ) | | $ | (41,343 | ) | | $ | (13,662 | ) | |
Receivable from customer for property and equipment purchases | | — | | | — | | | — | | | (10 | ) | | — | | | (10 | ) | |
Other comprehensive income (loss) | | | | | | | | | | | | |
Other | | — | | | — | | | — | | | (60 | ) | | — | | | (60 | ) | Amortization of accumulated actuarial gains or losses, pension | 2,960 | | | 23 | | | — | | | 766 | | | (789 | ) | | 2,960 | | |
|
Net cash provided by (used in) investing activities | | (471,113 | ) | | 5,963 | | | (2,605 | ) | | (909 | ) | | — | | | (468,664 | ) | Adjustments to accumulated actuarial losses and transition obligations, pension | (9,812 | ) | | (52 | ) | | (3,034 | ) | | (2,132 | ) | | 5,218 | | | (9,812 | ) | |
|
Cash flows from financing activities: | | | | | | | | | | | | | Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 2,572 | | | — | | | — | | | 973 | | | (973 | ) | | 2,572 | | |
Change in book overdrafts | | — | | | — | | | (317 | ) | | 2 | | | — | | | (315 | ) | |
Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | (22,342 | ) | | — | | | (1,969 | ) | | (865 | ) | | 2,834 | | | (22,342 | ) | |
Borrowings from long-term debt | | 454,219 | | | — | | | — | | | — | | | — | | | 454,219 | | |
Unrealized and realized gains and losses on available-for-sale securities | (268 | ) | | — | | | 1 | | | (65 | ) | | 64 | | | (268 | ) | |
Repayments of long-term debt | | — | | | — | | | (875 | ) | | (5,364 | ) | | — | | | (6,239 | ) | |
Other comprehensive income | (26,890 | ) | | (29 | ) | | (5,002 | ) | | (1,323 | ) | | 6,354 | | | (26,890 | ) | |
Debt issuance costs and other refinancing costs | | (7,598 | ) | | — | | | — | | | — | | | — | | | (7,598 | ) | |
Comprehensive income (loss) attributable to Westmoreland Coal Company | $ | (40,552 | ) | | $ | 8,084 | | | $ | 32,769 | | | $ | (5,864 | ) | | $ | (34,989 | ) | | $ | (40,552 | ) | |
Dividends/distributions | | (261 | ) | | (8,500 | ) | | (18,000 | ) | | (16,000 | ) | | 42,500 | | | (261 | ) | |
____________________ |
Transactions with Parent/affiliates | | 4,939 | | | 154 | | | 3,434 | | | 5,067 | | | (13,594 | ) | | — | | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
|
Net cash provided by (used in) financing activities | | 451,299 | | | (8,346 | ) | | (15,758 | ) | | (16,295 | ) | | 28,906 | | | 439,806 | | |
|
Net increase (decrease) in cash and cash equivalents | | 3,433 | | | 702 | | | 852 | | | (4,197 | ) | | — | | | 790 | | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (1) |
Year Ended December 31, 2011 |
Cash and cash equivalents, beginning of period | | 25,326 | | | 3,341 | | | 7,942 | | | 24,501 | | | — | | | 61,110 | | (In thousands) |
|
Cash and cash equivalents, end of period | | $ | 28,759 | | | $ | 4,043 | | | $ | 8,794 | | | $ | 20,304 | | | $ | — | | | $ | 61,900 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
____________________ | | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. | Subsidiaries | Subsidiaries | Adjustments | |
| | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF CASH FLOWS(1) | Net income (loss) | $ | (36,875 | ) | | $ | 5,089 | | | $ | 3,463 | | | $ | 5,073 | | | $ | (13,625 | ) | | $ | (36,875 | ) | |
Three Months Ended March 31, 2013 | |
(In thousands) | Other comprehensive income (loss) | | | | | | | | | | | | |
| Amortization of accumulated actuarial gains or losses, pension | 1,647 | | | 9 | | | — | | | 702 | | | (711 | ) | | 1,647 | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to accumulated actuarial losses and transition obligations, pension | (15,798 | ) | | (150 | ) | | — | | | (444 | ) | | 594 | | | (15,798 | ) | |
Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Issuer | Subsidiaries | Subsidiaries | Adjustments | Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | (288 | ) | | — | | | — | | | 295 | | | (295 | ) | | (288 | ) | |
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss) | | $ | (4,087 | ) | | $ | (1,004 | ) | | $ | 6,876 | | | $ | 1,141 | | | $ | (7,013 | ) | | $ | (4,087 | ) | Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | (49,136 | ) | | — | | | — | | | (9,269 | ) | | 9,269 | | | (49,136 | ) | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | Unrealized and realized gains and losses on available-for-sale securities | (200 | ) | | — | | | (103 | ) | | (100 | ) | | 203 | | | (200 | ) | |
Equity in income of subsidiaries | | (10,304 | ) | | — | | | — | | | — | | | 10,304 | | | — | | |
Other comprehensive income | (63,775 | ) | | (141 | ) | | (103 | ) | | (8,816 | ) | | 9,060 | | | (63,775 | ) | |
Depreciation, depletion, and amortization | | 94 | | | 2,531 | | | 5,189 | | | 6,612 | | | — | | | 14,426 | | |
Comprehensive income (loss) attributable to Westmoreland Coal Company | $ | (100,650 | ) | | $ | 4,948 | | | $ | 3,360 | | | $ | (3,743 | ) | | $ | (4,565 | ) | | $ | (100,650 | ) | |
Accretion of asset retirement obligation and receivable | | — | | | 16 | | | 1,050 | | | 2,114 | | | — | | | 3,180 | | |
____________________ |
Amortization of intangible assets and liabilities, net | | — | | | 156 | | | — | | | 8 | | | — | | | 164 | | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
|
Share-based compensation | | 682 | | | 10 | | | 681 | | | 1,013 | | | — | | | 2,386 | | |
CONSOLIDATING STATEMENTS OF CASH FLOWS (1) |
Gain on sales of assets | | — | | | — | | | (133 | ) | | (101 | ) | | — | | | (234 | ) | Year Ended December 31, 2013 |
(In thousands) |
Amortization of deferred financing costs | | 771 | | | — | | | 13 | | | 149 | | | — | | | 933 | | |
|
Loss on sales of investment securities | | — | | | — | | | 7 | | | — | | | — | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
Changes in operating assets and liabilities: | | | | | | | | | | | | | Issuer | Subsidiaries | Subsidiaries | Adjustments |
Receivables, net | | 49 | | | 2,885 | | | (2,467 | ) | | (3,355 | ) | | 3,008 | | | 120 | | Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | (8,127 | ) | | $ | 4,215 | | | $ | 16,079 | | | $ | 13,072 | | | $ | (33,366 | ) | | $ | (8,127 | ) |
Inventories | | — | | | (2,181 | ) | | (753 | ) | | 247 | | | — | | | (2,687 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
Excess of black lung benefit obligation over trust assets | | 83 | | | — | | | — | | | — | | | — | | | 83 | | Equity in income of subsidiaries | | (42,347 | ) | | — | | | — | | | — | | | 42,347 | | | — | |
|
Accounts payable and accrued expenses | | (8,202 | ) | | 5,960 | | | (10 | ) | | 6,979 | | | (1,482 | ) | | 3,245 | | Depreciation, depletion, and amortization | | 354 | | | 10,178 | | | 27,452 | | | 29,247 | | | — | | | 67,231 | |
|
Deferred revenue | | — | | | (1,927 | ) | | 1,703 | | | 384 | | | — | | | 160 | | Accretion of asset retirement obligation and receivable | | — | | | 63 | | | 4,192 | | | 8,426 | | | — | | | 12,681 | |
|
Income tax payable | | — | | | — | | | (1,679 | ) | | 1,706 | | | — | | | 27 | | Non-cash tax benefits | | (4,892 | ) | | — | | | — | | | — | | | — | | | (4,892 | ) |
|
Accrual for workers’ compensation | | (191 | ) | | — | | | — | | | — | | | — | | | (191 | ) | Amortization of intangible assets and liabilities, net | | — | | | 622 | | | — | | | 43 | | | — | | | 665 | |
|
Asset retirement obligations | | — | | | — | | | (190 | ) | | (3,017 | ) | | — | | | (3,207 | ) | Share-based compensation | | 2,437 | | | 37 | | | 914 | | | 1,934 | | | — | | | 5,322 | |
|
Accrual for postretirement medical benefits | | (100 | ) | | — | | | 1,478 | | | 607 | | | — | | | 1,985 | | Loss on sale of assets | | — | | | — | | | 115 | | | (189 | ) | | — | | | (74 | ) |
|
Pension and SERP obligations | | 320 | | | 4 | | | 177 | | | 241 | | | — | | | 742 | | Amortization of deferred financing costs | | 3,165 | | | — | | | 49 | | | 517 | | | — | | | 3,731 | |
|
Other assets and liabilities | | (187 | ) | | 465 | | | (195 | ) | | 4,081 | | | — | | | 4,164 | | Other | | — | | | — | | | (1,001 | ) | | — | | | — | | | (1,001 | ) |
|
Distributions received from subsidiaries | | 19,600 | | | — | | | — | | | — | | | (19,600 | ) | | — | | Loss on extinguishment of debt | | 64 | | | — | | | — | | | — | | | — | | | 64 | |
|
Net cash provided by (used in) operating activities | | (1,472 | ) | | 6,915 | | | 11,747 | | | 18,809 | | | (14,783 | ) | | 21,216 | | Gain on sales of investments | | — | | | — | | | 19 | | | (22 | ) | | — | | | (3 | ) |
|
Cash flows from investing activities: | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | |
Additions to property, plant and equipment | | (157 | ) | | (134 | ) | | (4,224 | ) | | (786 | ) | | — | | | (5,301 | ) | Receivables, net | | (18 | ) | | (126 | ) | | 9,871 | | | (4,069 | ) | | (13,294 | ) | | (7,636 | ) |
|
Change in restricted investments and bond collateral and reclamation deposits | | (398 | ) | | (3 | ) | | (151 | ) | | (5,883 | ) | | — | | | (6,435 | ) | Inventories | | — | | | (3,114 | ) | | 187 | | | 415 | | | — | | | (2,512 | ) |
|
Net proceeds from sales of assets | | — | | | — | | | 309 | | | 132 | | | — | | | 441 | | Excess of black lung benefit obligation over trust assets | | 319 | | | — | | | — | | | — | | | — | | | 319 | |
|
Proceeds from the sale of investments | | — | | | — | | | 120 | | | 5,499 | | | — | | | 5,619 | | Accounts payable and accrued expenses | | (613 | ) | | 5,141 | | | 4,082 | | | (9,852 | ) | | 14,821 | | | 13,579 | |
|
| Deferred revenue | | — | | | (8,706 | ) | | 972 | | | (1,344 | ) | | — | | | (9,078 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Receivable from customer for property and equipment purchases | | — | | | — | | | — | | | (49 | ) | | — | | | (49 | ) | Income tax payable | | — | | | — | | | (1,679 | ) | | 1,678 | | | — | | | (1 | ) |
|
Net cash provided by (used in) investing activities | | (555 | ) | | (137 | ) | | (3,946 | ) | | (1,087 | ) | | — | | | (5,725 | ) | Accrual for workers’ compensation | | (2,069 | ) | | — | | | — | | | — | | | — | | | (2,069 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | | | Asset retirement obligations | | — | | | — | | | (1,971 | ) | | (7,439 | ) | | — | | | (9,410 | ) |
Change in book overdrafts | | — | | | — | | | (7 | ) | | 827 | | | — | | | 820 | |
Accrual for postretirement medical benefits | | 101 | | | — | | | 5,620 | | | 2,000 | | | — | | | 7,721 | |
Repayments of long-term debt | | — | | | — | | | (713 | ) | | (5,860 | ) | | — | | | (6,573 | ) |
Pension and SERP obligations | | 1,391 | | | 18 | | | 589 | | | 390 | | | — | | | 2,388 | |
Borrowings on revolving lines of credit | | — | | | — | | | — | | | 6,000 | | | — | | | 6,000 | |
Other assets and liabilities | | (144 | ) | | 4,983 | | | 8,206 | | | 4,124 | | | (5,350 | ) | | 11,819 | |
Repayments on revolving lines of credit | | — | | | — | | | — | | | (6,000 | ) | | — | | | (6,000 | ) |
Distributions received from subsidiaries | | 78,000 | | | — | | | — | | | — | | | (78,000 | ) | | — | |
Debt issuance costs and other refinancing costs | | — | | | — | | | — | | | (156 | ) | | — | | | (156 | ) |
Net cash provided by (used in) operating activities | | 27,621 | | | 13,311 | | | 73,696 | | | 38,931 | | | (72,842 | ) | | 80,717 | |
Dividends/distributions | | (340 | ) | | (6,500 | ) | | (8,000 | ) | | (5,100 | ) | | 19,600 | | | (340 | ) |
Cash flows from investing activities: | | | | | | | | | | | | |
Transactions with Parent/affiliates | | (22,106 | ) | | (16 | ) | | 2,255 | | | 4,076 | | | 15,791 | | | — | | Additions to property, plant and equipment | | (737 | ) | | (790 | ) | | (17,156 | ) | | (9,908 | ) | | — | | | (28,591 | ) |
|
Net cash provided by (used in) financing activities | | (22,446 | ) | | (6,516 | ) | | (6,465 | ) | | (6,213 | ) | | 35,391 | | | (6,249 | ) | Change in restricted investments and bond collateral and reclamation deposits | | 49 | | | (8 | ) | | 1,766 | | | (373 | ) | | — | | | 1,434 | |
|
Net increase (decrease) in cash and cash equivalents | | (24,473 | ) | | 262 | | | 1,336 | | | 11,509 | | | 20,608 | | | 9,242 | | Net proceeds from sales of assets | | — | | | — | | | 534 | | | 368 | | | — | | | 902 | |
|
Cash and cash equivalents, beginning of period | | 14,836 | | | 4,545 | | | 5,362 | | | 6,867 | | | — | | | 31,610 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | (9,637 | ) | | $ | 4,807 | | | $ | 6,698 | | | $ | 18,376 | | | $ | 20,608 | | | $ | 40,852 | | Proceeds from the sale of restricted investments | | — | | | — | | | 788 | | | 7,499 | | | — | | | 8,287 | |
|
____________________ | Receivable from customer for property and equipment purchases | | — | | | — | | | — | | | (389 | ) | | — | | | (389 | ) |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
| Other | | — | | | — | | | (2,500 | ) | | (1,040 | ) | | — | | | (3,540 | ) |
On July 31, 2014, WML and WML’s four subsidiaries entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the existing indenture dated as of February 4, 2011, as amended and supplemented (the “Indenture”) among the Company and Westmoreland Partners, as co-issuers (together, the “Co-Issuers”), the guarantors named therein (the “Existing Guarantors”), Wells Fargo Bank, National Association, as trustee, and Wells Fargo Bank, National Association, as note collateral agent, which governs the 10.75% Senior Notes. Pursuant to the Fifth Supplemental Indenture, WML and its subsidiaries (the “New Guarantors”) each became restricted subsidiaries that are subject to the terms and conditions of the Indenture and agreed to guarantee the 10.75% Senior Notes on the same terms and conditions as the other Existing Guarantors. In connection with their entering into the Fifth Supplemental Indenture, the New Guarantors also entered into a Pledge and Security Agreement Supplement by which they secured their obligations under their guarantees and the obligations of the Company and the Co-Issuers under the Indenture. |
The following tables present revised unaudited consolidating financial information to reflect WML and its subsidiaries as additional subsidiary guarantors of the 10.75% Senior Notes resulting from the Fifth Supplemental Indenture. | Net cash provided by (used in) investing activities | | (688 | ) | | (798 | ) | | (16,568 | ) | | (3,843 | ) | | — | | | (21,897 | ) |
|
CONSOLIDATING BALANCE SHEETS | Cash flows from financing activities: | | | | | | | | | | | | |
March 31, 2014 | Change in book overdrafts | | — | | | — | | | 310 | | | — | | | — | | | 310 | |
(In thousands) |
| Repayments of long-term debt | | (500 | ) | | — | | | (2,322 | ) | | (25,266 | ) | | — | | | (28,088 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings on revolving lines of credit | | — | | | — | | | — | | | 7,000 | | | — | | | 7,000 | |
Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
Issuer | Subsidiaries | Guarantor | Adjustments | Repayments on revolving lines of credit | | — | | | — | | | — | | | (7,000 | ) | | — | | | (7,000 | ) |
| | Subsidiaries | |
Current assets: | | | | | | | | | | | | | Debt issuance costs and other refinancing costs | | (26 | ) | | — | | | — | | | (156 | ) | | — | | | (182 | ) |
Cash and cash equivalents | | $ | 28,759 | | | $ | 4,043 | | | $ | 27,267 | | | $ | 1,831 | | | $ | — | | | $ | 61,900 | |
Dividends/distributions | | (1,360 | ) | | (14,500 | ) | | (44,500 | ) | | (19,000 | ) | | 78,000 | | | (1,360 | ) |
Receivables: | | | | | | | | | | | | |
Trade | | — | | | 12,456 | | | 52,259 | | | — | | | — | | | 64,715 | | Transactions with Parent/affiliates | | (14,557 | ) | | 783 | | | (8,036 | ) | | 26,968 | | | (5,158 | ) | | — | |
|
Contractual third-party reclamation receivables | | — | | | — | | | 8,213 | | | — | | | — | | | 8,213 | | Net cash provided by (used in) financing activities | | (16,443 | ) | | (13,717 | ) | | (54,548 | ) | | (17,454 | ) | | 72,842 | | | (29,320 | ) |
|
Intercompany receivable/payable | | (15,366 | ) | | — | | | 1,729 | | | (19,073 | ) | | 32,710 | | | — | | Net increase (decrease) in cash and cash equivalents | | 10,490 | | | (1,204 | ) | | 2,580 | | | 17,634 | | | — | | | 29,500 | |
|
Other | | 567 | | | 208 | | | 589 | | | 42 | | | (31 | ) | | 1,375 | | Cash and cash equivalents, beginning of year | | 14,836 | | | 4,545 | | | 5,362 | | | 6,867 | | | — | | | 31,610 | |
|
| | (14,799 | ) | | 12,664 | | | 62,790 | | | (19,031 | ) | | 32,679 | | | 74,303 | | Cash and cash equivalents, end of year | | $ | 25,326 | | | $ | 3,341 | | | $ | 7,942 | | | $ | 24,501 | | | $ | — | | | $ | 61,110 | |
|
Inventories | | — | | | 1,845 | | | 33,602 | | | — | | | — | | | 35,447 | | ____________________ |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Restricted investments and bond collateral | | 16,900 | | | — | | | — | | | — | | | — | | | 16,900 | | |
CONSOLIDATING STATEMENTS OF CASH FLOWS (1) |
Other current assets | | 7,073 | | | 425 | | | 8,723 | | | 421 | | | 1 | | | 16,643 | | Year Ended December 31, 2012 |
(In thousands) |
Total current assets | | 37,933 | | | 18,977 | | | 132,382 | | | (16,779 | ) | | 32,680 | | | 205,193 | | |
|
Property, plant and equipment: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land and mineral rights | | — | | | 1,395 | | | 276,803 | | | — | | | — | | | 278,198 | | Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
Issuer | Subsidiaries | Subsidiaries | Adjustments |
Plant and equipment | | 4,000 | | | 220,932 | | | 448,257 | | | — | | | — | | | 673,189 | | Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | (13,662 | ) | | $ | 8,113 | | | $ | 37,771 | | | $ | (4,541 | ) | | $ | (41,343 | ) | | $ | (13,662 | ) |
| | 4,000 | | | 222,327 | | | 725,060 | | | — | | | — | | | 951,387 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
Less accumulated depreciation, depletion and amortization | | 2,784 | | | 74,177 | | | 384,794 | | | — | | | (1 | ) | | 461,754 | | Equity in income of subsidiaries | | (45,762 | ) | | — | | | — | | | — | | | 45,762 | | | — | |
|
Net property, plant and equipment | | 1,216 | | | 148,150 | | | 340,266 | | | — | | | 1 | | | 489,633 | | Depreciation, depletion, and amortization | | 421 | | | 10,085 | | | 19,571 | | | 27,068 | | | — | | | 57,145 | |
|
Advanced coal royalties | | — | | | — | | | 7,263 | | | — | | | — | | | 7,263 | | Accretion of asset retirement obligation and receivable | | — | | | 59 | | | 4,038 | | | 8,092 | | | — | | | 12,189 | |
|
Reclamation deposits | | — | | | — | | | 75,315 | | | — | | | — | | | 75,315 | | Amortization of intangible assets and liabilities, net | | — | | | 622 | | | — | | | 36 | | | — | | | 658 | |
|
Restricted investments and bond collateral | | 469,385 | | | — | | | 54,098 | | | — | | | — | | | 523,483 | | Share-based compensation | | 2,716 | | | 44 | | | 559 | | | 2,721 | | | — | | | 6,040 | |
|
Contractual third-party reclamation receivables | | — | | | — | | | 88,036 | | | — | | | — | | | 88,036 | | Loss (gain) on sale of assets | | 13 | | | — | | | 251 | | | 264 | | | — | | | 528 | |
|
Intangible assets | | — | | | 871 | | | 228 | | | — | | | — | | | 1,099 | | Amortization of deferred financing costs | | 2,889 | | | — | | | 847 | | | 622 | | | — | | | 4,358 | |
|
Investment in subsidiaries | | 252,832 | | | — | | | — | | | 3,770 | | | (256,602 | ) | | — | | Loss on extinguishment of debt | | 1,986 | | | — | | | — | | | — | | | — | | | 1,986 | |
|
Other assets | | 15,563 | | | — | | | 1,562 | | | 3,500 | | | (3,500 | ) | | 17,125 | | Gain on sales of investments | | (190 | ) | | — | | | — | | | 25 | | | — | | | (165 | ) |
|
Total assets | | $ | 776,929 | | | $ | 167,998 | | | $ | 699,150 | | | $ | (9,509 | ) | | $ | (227,421 | ) | | $ | 1,407,147 | | Changes in operating assets and liabilities: | | | | | | | | | | | | |
Receivables, net | | 147 | | | (151 | ) | | (20,910 | ) | | 102 | | | 7,957 | | | (12,855 | ) |
CONSOLIDATING BALANCE SHEETS |
March 31, 2014 | Inventories | | — | | | 709 | | | (2,389 | ) | | (484 | ) | | — | | | (2,164 | ) |
(In thousands) |
| Excess of black lung benefit obligation over trust assets | | 1,791 | | | — | | | — | | | — | | | — | | | 1,791 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses | | 4,981 | | | (3,209 | ) | | 18,396 | | | 5,453 | | | (8,222 | ) | | 17,399 | |
Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
Issuer | Subsidiaries | Guarantor | Adjustments | Deferred revenue | | — | | | (8,312 | ) | | 772 | | | (658 | ) | | — | | | (8,198 | ) |
| | Subsidiaries | |
Current liabilities | | | | | | | | | | | | | Accrual for workers’ compensation | | (2,096 | ) | | — | | | — | | | — | | | — | | | (2,096 | ) |
Current installments of long-term debt | | $ | 22,785 | | | $ | — | | | $ | 25,801 | | | $ | — | | | $ | — | | | $ | 48,586 | |
Asset retirement obligations | | — | | | — | | | (1,198 | ) | | (5,745 | ) | | — | | | (6,943 | ) |
Accounts payable and accrued expenses: | | | | | | | | | | | | |
Trade | | 11,003 | | | 6,331 | | | 44,577 | | | 688 | | | (1 | ) | | 62,598 | | Accrual for postretirement medical benefits | | (524 | ) | | — | | | 4,858 | | | 1,857 | | | — | | | 6,191 | |
|
Production taxes | | — | | | 405 | | | 43,732 | | | 2,657 | | | — | | | 46,794 | | Pension and SERP obligations | | 1,286 | | | 15 | | | 709 | | | 792 | | | — | | | 2,802 | |
|
Workers’ compensation | | 712 | | | — | | | — | | | — | | | — | | | 712 | | Other assets and liabilities | | (243 | ) | | (536 | ) | | 1,047 | | | (10,128 | ) | | 2,000 | | | (7,860 | ) |
|
Postretirement medical benefits | | 12,042 | | | — | | | 773 | | | 1,139 | | | 1 | | | 13,955 | | Distributions received from subsidiaries | | 31,971 | | | — | | | — | | | — | | | (31,971 | ) | | — | |
|
SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | | Net cash provided by (used in) operating activities | | (14,276 | ) | | 7,439 | | | 64,322 | | | 25,476 | | | (25,817 | ) | | 57,144 | |
|
Deferred revenue | | — | | | 9,581 | | | 6,453 | | | — | | | — | | | 16,034 | | Cash flows from investing activities: | | | | | | | | | | | | |
Additions to property, plant and equipment | | (159 | ) | | (2,067 | ) | | (8,385 | ) | | (10,421 | ) | | — | | | (21,032 | ) |
Asset retirement obligations | | — | | | — | | | 22,227 | | | — | | | — | | | 22,227 | |
Change in restricted investments and bond collateral and reclamation deposits | | (3,248 | ) | | (7 | ) | | (27,504 | ) | | (3,133 | ) | | — | | | (33,892 | ) |
Other current liabilities | | 19,196 | | | 5,053 | | | 172 | | | — | | | (31 | ) | | 24,390 | |
Cash payments related to acquisitions and other | | 4,000 | | | — | | | (76,522 | ) | | — | | | — | | | (72,522 | ) |
Total current liabilities | | 66,128 | | | 21,370 | | | 143,735 | | | 4,484 | | | (31 | ) | | 235,686 | |
Net proceeds from sales of assets | | — | | | — | | | 240 | | | 240 | | | — | | | 480 | |
Long-term debt, less current installments | | 677,385 | | | — | | | 77,760 | | | — | | | (3,500 | ) | | 751,645 | |
Proceeds from the sale of restricted investments | | 1,581 | | | — | | | 1,889 | | | 636 | | | — | | | 4,106 | |
Workers’ compensation, less current portion | | 6,680 | | | — | | | — | | | — | | | — | | | 6,680 | |
Receivable from customer for property and equipment purchases | | — | | | — | | | — | | | (674 | ) | | — | | | (674 | ) |
Excess of black lung benefit obligation over trust assets | | 9,376 | | | — | | | — | | | — | | | — | | | 9,376 | |
|
Postretirement medical benefits, less current portion | | 185,447 | | | — | | | 67,724 | | | 18,104 | | | — | | | 271,275 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | 2,174 | | | (2,074 | ) | | (110,282 | ) | | (13,352 | ) | | — | | | (123,534 | ) |
Pension and SERP obligations, less current portion | | 12,921 | | | 98 | | | 10,264 | | | 241 | | | — | | | 23,524 | |
Cash flows from financing activities: | | | | | | | | | | | | |
Deferred revenue, less current portion | | — | | | 38,325 | | | 4,974 | | | — | | | — | | | 43,299 | | Change in book overdrafts | | — | | | (259 | ) | | 6 | | | — | | | — | | | (253 | ) |
|
Asset retirement obligations, less current portion | | — | | | 909 | | | 258,127 | | | — | | | — | | | 259,036 | | Borrowings from long-term debt | | 119,364 | | | — | | | — | | | — | | | — | | | 119,364 | |
|
Intangible liabilities | | — | | | 5,339 | | | — | | | — | | | — | | | 5,339 | | Repayments of long-term debt | | (23,000 | ) | | — | | | (2,494 | ) | | (19,352 | ) | | — | | | (44,846 | ) |
|
Other liabilities | | 6,440 | | | — | | | 467 | | | 596 | | | — | | | 7,503 | | Borrowings on revolving lines of credit | | — | | | — | | | — | | | 16,500 | | | — | | | 16,500 | |
|
Intercompany receivable/payable | | 18,768 | | | — | | | (13,502 | ) | | 14,654 | | | (19,920 | ) | | — | | Repayments on revolving lines of credit | | — | | | — | | | — | | | (16,500 | ) | | — | | | (16,500 | ) |
|
Total liabilities | | 983,145 | | | 66,041 | | | 549,549 | | | 38,079 | | | (23,451 | ) | | 1,613,363 | | Debt issuance costs and other refinancing costs | | (5,666 | ) | | — | | | — | | | (22 | ) | | — | | | (5,688 | ) |
|
Shareholders’ deficit | | | | | | | | | | | | | Dividends/distributions | | (1,360 | ) | | (1,050 | ) | | (19,173 | ) | | (11,748 | ) | | 31,971 | | | (1,360 | ) |
Preferred stock | | 121 | | | — | | | — | | | — | | | — | | | 121 | |
Transactions with Parent/affiliates | | (88,541 | ) | | 483 | | | 72,840 | | | 21,372 | | | (6,154 | ) | | — | |
Common stock | | 37,155 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 37,155 | |
Net cash provided by (used in) financing activities | | 797 | | | (826 | ) | | 51,179 | | | (9,750 | ) | | 25,817 | | | 67,217 | |
Other paid-in capital | | 134,953 | | | 52,842 | | | 158,051 | | | (124 | ) | | (210,770 | ) | | 134,952 | |
Net increase (decrease) in cash and cash equivalents | | (11,305 | ) | | 4,539 | | | 5,219 | | | 2,374 | | | — | | | 827 | |
Accumulated other comprehensive loss | | (63,369 | ) | | (162 | ) | | 6,512 | | | (3,077 | ) | | (3,273 | ) | | (63,369 | ) |
Cash and cash equivalents, beginning of year | | 26,141 | | | 6 | | | 143 | | | 4,493 | | | — | | | 30,783 | |
Accumulated earnings (deficit) | | (315,076 | ) | | 49,272 | | | (15,072 | ) | | (44,519 | ) | | 10,320 | | | (315,075 | ) |
Cash and cash equivalents, end of year | | $ | 14,836 | | | $ | 4,545 | | | $ | 5,362 | | | $ | 6,867 | | | $ | — | | | $ | 31,610 | |
Total equity (deficit) | | (206,216 | ) | | 101,957 | | | 149,601 | | | (47,588 | ) | | (203,970 | ) | | (206,216 | ) |
____________________ |
Total liabilities and shareholders’ deficit | | $ | 776,929 | | | $ | 167,998 | | | $ | 699,150 | | | $ | (9,509 | ) | | $ | (227,421 | ) | | $ | 1,407,147 | | (1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
|
CONSOLIDATING BALANCE SHEETS | CONSOLIDATING STATEMENTS OF CASH FLOWS (1) |
December 31, 2013 | Year Ended December 31, 2011 |
(In thousands) | (In thousands) |
| |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
Issuer | Subsidiaries | Guarantor | Adjustments | Issuer | Subsidiaries | Subsidiaries | Adjustments |
| | Subsidiaries | | Cash flows from operating activities: | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | Net loss | | $ | (36,875 | ) | | $ | 5,089 | | | $ | 3,463 | | | $ | 5,073 | | | $ | (13,625 | ) | | $ | (36,875 | ) |
Cash and cash equivalents | | $ | 25,326 | | | $ | 3,341 | | | $ | 27,451 | | | $ | 4,992 | | | $ | — | | | $ | 61,110 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | |
Receivables: | | | | | | | | | | | | | Equity in income of subsidiaries | | (18,508 | ) | | — | | | — | | | — | | | 18,508 | | | — | |
Trade | | — | | | 12,934 | | | 46,985 | | | 6,277 | | | — | | | 66,196 | |
Depreciation, depletion, and amortization | | 306 | | | 10,175 | | | 7,936 | | | 27,177 | | | — | | | 45,594 | |
Contractual third-party reclamation receivables | | — | | | — | | | 8,487 | | | — | | | — | | | 8,487 | |
Accretion of asset retirement obligation and receivable | | — | | | 55 | | | 3,034 | | | 7,789 | | | — | | | 10,878 | |
Intercompany receivable/payable | | (16,273 | ) | | — | | | 2,761 | | | (19,353 | ) | | 32,865 | | | — | |
Amortization of intangible assets and liabilities, net | | — | | | 621 | | | — | | | 36 | | | — | | | 657 | |
Other | | 1,616 | | | 210 | | | 3,256 | | | 28 | | | (24 | ) | | 5,086 | |
Share-based compensation | | 1,671 | | | 32 | | | 249 | | | 2,769 | | | — | | | 4,721 | |
| | (14,657 | ) | | 13,144 | | | 61,489 | | | (13,048 | ) | | 32,841 | | | 79,769 | |
Loss (gain) on sale of assets | | 3 | | | 189 | | | 59 | | | 389 | | | — | | | 640 | |
Inventories | | — | | | 6,161 | | | 33,811 | | | — | | | — | | | 39,972 | |
Amortization of deferred financing costs | | 1,485 | | | (21 | ) | | 383 | | | 668 | | | — | | | 2,515 | |
Deferred income taxes | | — | | | — | | | 870 | | | — | | | (870 | ) | | — | |
Loss on extinguishment of debt | | 7,873 | | | 9,073 | | | 84 | | | — | | | — | | | 17,030 | |
Restricted investments and bond collateral | | — | | | 5,998 | | | — | | | — | | | — | | | 5,998 | |
Gain on sales of investments | | — | | | — | | | (75 | ) | | (75 | ) | | — | | | (150 | ) |
Other current assets | | 6,144 | | | 143 | | | 11,069 | | | 834 | | | — | | | 18,190 | |
Loss on derivative instruments | | 3,079 | | | — | | | — | | | — | | | — | | | 3,079 | |
Total current assets | | 16,813 | | | 28,787 | | | 134,690 | | | (7,222 | ) | | 31,971 | | | 205,039 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Property, plant and equipment: | | | | | | | | | | | | | Receivables, net | | (158 | ) | | 1,479 | | | (4,343 | ) | | 2,263 | | | 6,250 | | | 5,491 | |
Land and mineral rights | | — | | | 1,395 | | | 276,793 | | | — | | | — | | | 278,188 | |
Inventories | | — | | | (1,820 | ) | | 134 | | | (439 | ) | | — | | | (2,125 | ) |
Plant and equipment | | 3,973 | | | 220,872 | | | 432,851 | | | — | | | — | | | 657,696 | |
Excess of black lung benefit obligation over trust assets | | 4,319 | | | — | | | — | | | — | | | — | | | 4,319 | |
| | 3,973 | | | 222,267 | | | 709,644 | | | — | | | — | | | 935,884 | |
Accounts payable and accrued expenses | | 5,849 | | | (1,063 | ) | | 378 | | | 3,103 | | | (4,139 | ) | | 4,128 | |
Less accumulated depreciation, depletion and amortization | | 2,707 | | | 71,653 | | | 371,488 | | | — | | | — | | | 445,848 | |
Deferred revenue | | — | | | (8,774 | ) | | (349 | ) | | (795 | ) | | — | | | (9,918 | ) |
Net property, plant and equipment | | 1,266 | | | 150,614 | | | 338,156 | | | — | | | — | | | 490,036 | |
Accrual for workers’ compensation | | 1,248 | | | — | | | — | | | — | | | — | | | 1,248 | |
Advanced coal royalties | | — | | | — | | | 7,311 | | | — | | | — | | | 7,311 | |
Asset retirement obligations | | — | | | — | | | (875 | ) | | (5,635 | ) | | — | | | (6,510 | ) |
Reclamation deposits | | — | | | — | | | 74,921 | | | — | | | — | | | 74,921 | |
Accrual for postretirement medical benefits | | (2,878 | ) | | — | | | — | | | 1,235 | | | — | | | (1,643 | ) |
Restricted investments and bond collateral | | 15,134 | | | — | | | 54,101 | | | — | | | — | | | 69,235 | |
Pension and SERP obligations | | (4,320 | ) | | (50 | ) | | — | | | 3,092 | | | — | | | (1,278 | ) |
Contractual third-party reclamation receivables | | — | | | — | | | 88,303 | | | — | | | — | | | 88,303 | |
Other assets and liabilities | | 444 | | | (529 | ) | | 3,839 | | | (392 | ) | | (428 | ) | | 2,934 | |
Intangible assets | | — | | | 1,283 | | | 237 | | | — | | | — | | | 1,520 | |
Distributions received from subsidiaries | | 23,400 | | | — | | | — | | | — | | | (23,400 | ) | | — | |
Investment in subsidiaries | | 280,843 | | | — | | | — | | | 3,770 | | | (284,613 | ) | | — | |
Net cash provided by (used in) operating activities | | (13,062 | ) | | 14,456 | | | 13,917 | | | 46,258 | | | (16,834 | ) | | 44,735 | |
Other assets | | 8,636 | | | — | | | 1,683 | | | 2,000 | | | (1,999 | ) | | 10,320 | |
Cash flows from investing activities: | | | | | | | | | | | | |
Total assets | | $ | 322,692 | | | $ | 180,684 | | | $ | 699,402 | | | $ | (1,452 | ) | | $ | (254,641 | ) | | $ | 946,685 | | Additions to property, plant and equipment | | (797 | ) | | (2,119 | ) | | (2,569 | ) | | (22,109 | ) | | — | | | (27,594 | ) |
|
CONSOLIDATING BALANCE SHEETS | Change in restricted investments and bond collateral and reclamation deposits | | (1,714 | ) | | 2,581 | | | (3,738 | ) | | (3,115 | ) | | — | | | (5,986 | ) |
December 31, 2013 |
(In thousands) | Cash payments related to acquisitions and other | | (4,000 | ) | | — | | | — | | | — | | | — | | | (4,000 | ) |
|
| Net proceeds from sales of assets | | — | | | — | | | 250 | | | 437 | | | — | | | 687 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | Proceeds from the sale of investments | | — | | | — | | | 1,075 | | | 2,275 | | | — | | | 3,350 | |
Issuer | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current installments of long-term debt | | $ | 20,392 | | | $ | — | | | $ | 23,951 | | | $ | — | | | $ | — | | | $ | 44,343 | | Receivable from customer for property and equipment purchases | | — | | | — | | | — | | | (96 | ) | | — | | | (96 | ) |
|
Accounts payable and accrued expenses: | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | (6,511 | ) | | 462 | | | (4,982 | ) | | (22,608 | ) | | — | | | (33,639 | ) |
Trade | | 6,840 | | | 10,119 | | | 38,061 | | | 2,487 | | | — | | | 57,507 | |
Cash flows from financing activities: | | | | | | | | | | | | |
Production taxes | | — | | | 3 | | | 36,522 | | | 5,380 | | | — | | | 41,905 | | Change in book overdrafts | | (146 | ) | | 259 | | | (694 | ) | | (143 | ) | | — | | | (724 | ) |
|
Workers’ compensation | | 717 | | | — | | | — | | | — | | | — | | | 717 | | Borrowings from long-term debt | | 142,500 | | | — | | | — | | | — | | | — | | | 142,500 | |
|
Postretirement medical benefits | | 12,042 | | | — | | | 774 | | | 1,139 | | | — | | | 13,955 | | Repayments of long-term debt | | (2,532 | ) | | (46,220 | ) | | (11,982 | ) | | (12,832 | ) | | — | | | (73,566 | ) |
|
SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | | Borrowings on revolving lines of credit | | — | | | 1,500 | | | 12,200 | | | 73,500 | | | — | | | 87,200 | |
|
Deferred revenue | | — | | | 9,024 | | | 5,044 | | | — | | | — | | | 14,068 | | Repayments on revolving lines of credit | | — | | | (1,500 | ) | | (29,100 | ) | | (75,000 | ) | | — | | | (105,600 | ) |
|
Asset retirement obligations | | — | | | — | | | 23,353 | | | — | | | — | | | 23,353 | | Debt issuance costs | | (6,042 | ) | | (9,077 | ) | | 100 | | | — | | | — | | | (15,019 | ) |
|
Other current liabilities | | 11,302 | | | 5,053 | | | 457 | | | — | | | (22 | ) | | 16,790 | | Exercise of stock options | | 422 | | | — | | | — | | | — | | | — | | | 422 | |
|
Total current liabilities | | 51,683 | | | 24,199 | | | 128,162 | | | 9,006 | | | (22 | ) | | 213,028 | | Dividends/distributions | | (21,301 | ) | | (10,700 | ) | | — | | | (12,700 | ) | | 23,400 | | | (21,301 | ) |
|
Long-term debt, less current installments | | 224,582 | | | — | | | 72,912 | | | — | | | (2,000 | ) | | 295,494 | | Transactions with Parent/affiliates | | (67,458 | ) | | 49,946 | | | 20,684 | | | 3,394 | | | (6,566 | ) | | — | |
|
Workers’ compensation, less current portion | | 6,744 | | | — | | | — | | | — | | | — | | | 6,744 | | Net cash provided by (used in) financing activities | | 45,443 | | | (15,792 | ) | | (8,792 | ) | | (23,781 | ) | | 16,834 | | | 13,912 | |
|
Excess of black lung benefit obligation over trust assets | | 8,675 | | | — | | | — | | | — | | | — | | | 8,675 | | Net increase (decrease) in cash and cash equivalents | | 25,870 | | | (874 | ) | | 143 | | | (131 | ) | | — | | | 25,008 | |
|
Postretirement medical benefits, less current portion | | 185,858 | | | — | | | 66,439 | | | 18,077 | | | — | | | 270,374 | | Cash and cash equivalents, beginning of year | | 271 | | | 880 | | | — | | | 4,624 | | | — | | | 5,775 | |
|
Pension and SERP obligations, less current portion | | 13,069 | | | 99 | | | 10,765 | | | 243 | | | — | | | 24,176 | | Cash and cash equivalents, end of year | | $ | 26,141 | | | $ | 6 | | | $ | 143 | | | $ | 4,493 | | | $ | — | | | $ | 30,783 | |
|
Deferred revenue, less current portion | | — | | | 41,297 | | | 5,270 | | | — | | | — | | | 46,567 | | ____________________ |
(1) This table is presented for historical information and presents WML and its subsidiaries as non-guarantor subsidiaries. WML and its subsidiaries became additional guarantor subsidiaries effective on July 31, 2014. |
Asset retirement obligations, less current portion | | — | | | 892 | | | 255,619 | | | — | | | — | | | 256,511 | | |
|
Intangible liabilities | | — | | | 5,606 | | | — | | | — | | | — | | | 5,606 | | |
|
Other liabilities | | 5,939 | | | — | | | 6,687 | | | 983 | | | (6,220 | ) | | 7,389 | | |
On July 31, 2014, WML and WML’s four subsidiaries entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the existing indenture dated as of February 4, 2011, as amended and supplemented (the “Indenture”) among the Company and Westmoreland Partners, as co-issuers (together, the “Co-Issuers”), the guarantors named therein (the “Existing Guarantors”), Wells Fargo Bank, National Association, as trustee, and Wells Fargo Bank, National Association, as note collateral agent, which governs the 10.75% Senior Notes. Pursuant to the Fifth Supplemental Indenture, WML and its subsidiaries (the “New Guarantors”) each became restricted subsidiaries that are subject to the terms and conditions of the Indenture and agreed to guarantee the 10.75% Senior Notes on the same terms and conditions as the other Existing Guarantors. In connection with their entering into the Fifth Supplemental Indenture, the New Guarantors also entered into a Pledge and Security Agreement Supplement by which they secured their obligations under their guarantees and the obligations of the Company and the Co-Issuers under the Indenture. |
Intercompany receivable/payable | | 14,021 | | | — | | | (7,851 | ) | | 14,654 | | | (20,824 | ) | | — | | The following tables present revised unaudited consolidating financial information to reflect WML and its subsidiaries as additional subsidiary guarantors of the 10.75% Senior Notes resulting from the Fifth Supplemental Indenture. |
|
Total liabilities | | 510,571 | | | 72,093 | | | 538,003 | | | 42,963 | | | (29,066 | ) | | 1,134,564 | | CONSOLIDATING BALANCE SHEETS |
December 31, 2013 |
Shareholders’ deficit | | | | | | | | | | | | | (In thousands) |
Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | | |
|
Common stock | | 36,479 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 36,479 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
Other paid-in capital | | 134,861 | | | 52,835 | | | 157,984 | | | (124 | ) | | (210,695 | ) | | 134,861 | | Issuer | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | |
Accumulated other comprehensive loss | | (63,595 | ) | | (164 | ) | | 6,425 | | | (3,086 | ) | | (3,175 | ) | | (63,595 | ) | Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 25,326 | | | $ | 3,341 | | | $ | 27,451 | | | $ | 4,992 | | | $ | — | | | $ | 61,110 | |
Accumulated earnings (deficit) | | (295,784 | ) | | 55,915 | | | (3,120 | ) | | (41,337 | ) | | (11,458 | ) | | (295,784 | ) |
Receivables: | | | | | | | | | | | | |
Total equity (deficit) | | (187,879 | ) | | 108,591 | | | 161,399 | | | (44,415 | ) | | (225,575 | ) | | (187,879 | ) | Trade | | — | | | 12,934 | | | 46,985 | | | 6,277 | | | — | | | 66,196 | |
|
Total liabilities and shareholders’ deficit | | $ | 322,692 | | | $ | 180,684 | | | $ | 699,402 | | | $ | (1,452 | ) | | $ | (254,641 | ) | | $ | 946,685 | | Contractual third-party reclamation receivables | | — | | | — | | | 8,487 | | | — | | | — | | | 8,487 | |
|
CONSOLIDATING STATEMENTS OF OPERATIONS | Intercompany receivable/payable | | (16,273 | ) | | — | | | 2,761 | | | (19,353 | ) | | 32,865 | | | — | |
Three Months Ended March 31, 2014 |
(In thousands) | Other | | 1,616 | | | 210 | | | 3,256 | | | 28 | | | (24 | ) | | 5,086 | |
|
| | | | (14,657 | ) | | 13,144 | | | 61,489 | | | (13,048 | ) | | 32,841 | | | 79,769 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | | Inventories | | — | | | 6,161 | | | 33,811 | | | — | | | — | | | 39,972 | |
Issuer | Subsidiaries | Guarantor | Adjustments | |
| | Subsidiaries | | | Deferred income taxes | | — | | | — | | | 870 | | | — | | | (870 | ) | | — | |
Revenues | $ | — | | | $ | 22,012 | | | $ | 158,197 | | | $ | (7 | ) | | $ | — | | | $ | 180,202 | | |
| Restricted investments and bond collateral | | — | | | 5,998 | | | — | | | — | | | — | | | 5,998 | |
Costs and expenses: | | | | | | | | | | | | |
Cost of sales | (224 | ) | | 16,454 | | | 122,345 | | | 55 | | | — | | | 138,630 | | | Other current assets | | 6,144 | | | 143 | | | 11,069 | | | 834 | | | — | | | 18,190 | |
|
Depreciation, depletion and amortization | 77 | | | 2,524 | | | 13,458 | | | — | | | — | | | 16,059 | | | Total current assets | | 16,813 | | | 28,787 | | | 134,690 | | | (7,222 | ) | | 31,971 | | | 205,039 | |
|
Selling and administrative | 4,965 | | | 894 | | | 7,862 | | | (390 | ) | | — | | | 13,331 | | | Property, plant and equipment: | | | | | | | | | | | | |
| Land and mineral rights | | — | | | 1,395 | | | 276,793 | | | — | | | — | | | 278,188 | |
Heritage health benefit expenses | 3,326 | | | — | | | — | | | 218 | | | — | | | 3,544 | | |
| Plant and equipment | | 3,973 | | | 220,872 | | | 432,851 | | | — | | | — | | | 657,696 | |
Loss (gain) on sales of assets | — | | | — | | | 38 | | | — | | | — | | | 38 | | |
| | | 3,973 | | | 222,267 | | | 709,644 | | | — | | | — | | | 935,884 | |
Restructuring charges | — | | | 397 | | | — | | | — | | | — | | | 397 | | |
| Less accumulated depreciation, depletion and amortization | | 2,707 | | | 71,653 | | | 371,488 | | | — | | | — | | | 445,848 | |
Other operating income | — | | | — | | | 150 | | | — | | | — | | | 150 | | |
| Net property, plant and equipment | | 1,266 | | | 150,614 | | | 338,156 | | | — | | | — | | | 490,036 | |
| 8,144 | | | 20,269 | | | 143,853 | | | (117 | ) | | — | | | 172,149 | | |
| Advanced coal royalties | | — | | | — | | | 7,311 | | | — | | | — | | | 7,311 | |
Operating income (loss) | (8,144 | ) | | 1,743 | | | 14,344 | | | 110 | | | — | | | 8,053 | | |
| Reclamation deposits | | — | | | — | | | 74,921 | | | — | | | — | | | 74,921 | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | (18,673 | ) | | (44 | ) | | (2,088 | ) | | — | | | 7 | | | (20,798 | ) | | Restricted investments and bond collateral | | 15,134 | | | — | | | 54,101 | | | — | | | — | | | 69,235 | |
|
Interest income | 123 | | | 4 | | | 175 | | | 7 | | | (7 | ) | | 302 | | | Contractual third-party reclamation receivables | | — | | | — | | | 88,303 | | | — | | | — | | | 88,303 | |
|
Loss on foreign exchange | (6,790 | ) | | — | | | — | | | — | | | — | | | (6,790 | ) | | Intangible assets | | — | | | 1,283 | | | 237 | | | — | | | — | | | 1,520 | |
|
Other income | 1 | | | — | | | 93 | | | (1 | ) | | — | | | 93 | | | Investment in subsidiaries | | 280,843 | | | — | | | — | | | 3,770 | | | (284,613 | ) | | — | |
|
| (25,339 | ) | | (40 | ) | | (1,820 | ) | | 6 | | | — | | | (27,193 | ) | | Other assets | | 8,636 | | | — | | | 1,683 | | | 2,000 | | | (1,999 | ) | | 10,320 | |
|
Income (loss) before income taxes and income of consolidated subsidiaries | (33,483 | ) | | 1,703 | | | 12,524 | | | 116 | | | — | | | (19,140 | ) | | Total assets | | $ | 322,692 | | | $ | 180,684 | | | $ | 699,402 | | | $ | (1,452 | ) | | $ | (254,641 | ) | | $ | 946,685 | |
|
Equity in income of subsidiaries | 14,315 | | | — | | | — | | | — | | | (14,315 | ) | | — | | | CONSOLIDATING BALANCE SHEETS |
| December 31, 2013 |
Income (loss) before income taxes | (19,168 | ) | | 1,703 | | | 12,524 | | | 116 | | | (14,315 | ) | | (19,140 | ) | | (In thousands) |
| |
Income tax expense (benefit) | (138 | ) | | — | | | 5,115 | | | — | | | (5,087 | ) | | (110 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | (19,030 | ) | | 1,703 | | | 7,409 | | | 116 | | | (9,228 | ) | | (19,030 | ) | | Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
| Issuer | Subsidiaries | Guarantor | Adjustments |
Less net loss attributable to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | | | Subsidiaries | |
| Current liabilities | | | | | | | | | | | | |
Net income (loss) attributable to the Parent company | $ | (19,030 | ) | | $ | 1,703 | | | $ | 7,409 | | | $ | 116 | | | $ | (9,228 | ) | | $ | (19,030 | ) | | Current installments of long-term debt | | $ | 20,392 | | | $ | — | | | $ | 23,951 | | | $ | — | | | $ | — | | | $ | 44,343 | |
|
CONSOLIDATING STATEMENTS OF OPERATIONS | Accounts payable and accrued expenses: | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | Trade | | 6,840 | | | 10,119 | | | 38,061 | | | 2,487 | | | — | | | 57,507 | |
(In thousands) |
| Production taxes | | — | | | 3 | | | 36,522 | | | 5,380 | | | — | | | 41,905 | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | Workers’ compensation | | 717 | | | — | | | — | | | — | | | — | | | 717 | |
| Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | |
Issuer | Subsidiaries | Guarantor | Adjustments | | Postretirement medical benefits | | 12,042 | | | — | | | 774 | | | 1,139 | | | — | | | 13,955 | |
| | Subsidiaries | | |
Revenues | $ | — | | | $ | 19,336 | | | $ | 139,738 | | | $ | 11,350 | | | $ | (8,976 | ) | | $ | 161,448 | | | SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | |
|
Costs and expenses: | | | | | | | | | | | | | Deferred revenue | | — | | | 9,024 | | | 5,044 | | | — | | | — | | | 14,068 | |
Cost of sales | (398 | ) | | 16,954 | | | 109,777 | | | 13,064 | | | (8,976 | ) | | 130,421 | | |
| Asset retirement obligations | | — | | | — | | | 23,353 | | | — | | | — | | | 23,353 | |
Depreciation, depletion and amortization | 94 | | | 2,531 | | | 11,801 | | | — | | | — | | | 14,426 | | |
| Other current liabilities | | 11,302 | | | 5,053 | | | 457 | | | — | | | (22 | ) | | 16,790 | |
Selling and administrative | 3,949 | | | 855 | | | 7,448 | | | (365 | ) | | — | | | 11,887 | | |
| Total current liabilities | | 51,683 | | | 24,199 | | | 128,162 | | | 9,006 | | | (22 | ) | | 213,028 | |
Heritage health benefit expenses | 3,689 | | | — | | | — | | | 262 | | | — | | | 3,951 | | |
| Long-term debt, less current installments | | 224,582 | | | — | | | 72,912 | | | — | | | (2,000 | ) | | 295,494 | |
Gain on sales of assets | — | | | — | | | (234 | ) | | — | | | — | | | (234 | ) | |
| Workers’ compensation, less current portion | | 6,744 | | | — | | | — | | | — | | | — | | | 6,744 | |
Other operating income | — | | | — | | | (4,737 | ) | | — | | | — | | | (4,737 | ) | |
| Excess of black lung benefit obligation over trust assets | | 8,675 | | | — | | | — | | | — | | | — | | | 8,675 | |
| 7,334 | | | 20,340 | | | 124,055 | | | 12,961 | | | (8,976 | ) | | 155,714 | | |
| Postretirement medical benefits, less current portion | | 185,858 | | | — | | | 66,439 | | | 18,077 | | | — | | | 270,374 | |
Operating income (loss) | (7,334 | ) | | (1,004 | ) | | 15,683 | | | (1,611 | ) | | — | | | 5,734 | | |
| Pension and SERP obligations, less current portion | | 13,069 | | | 99 | | | 10,765 | | | 243 | | | — | | | 24,176 | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | (7,584 | ) | | (10 | ) | | (2,569 | ) | | (5 | ) | | 8 | | | (10,160 | ) | | Deferred revenue, less current portion | | — | | | 41,297 | | | 5,270 | | | — | | | — | | | 46,567 | |
|
Interest income | 30 | | | 10 | | | 261 | | | 4 | | | (8 | ) | | 297 | | | Asset retirement obligations, less current portion | | — | | | 892 | | | 255,619 | | | — | | | — | | | 256,511 | |
|
Other income (loss) | — | | | — | | | 70 | | | — | | | — | | | 70 | | | Intangible liabilities | | — | | | 5,606 | | | — | | | — | | | — | | | 5,606 | |
|
| (7,554 | ) | | — | | | (2,238 | ) | | (1 | ) | | — | | | (9,793 | ) | | Other liabilities | | 5,939 | | | — | | | 6,687 | | | 983 | | | (6,220 | ) | | 7,389 | |
|
Income (loss) before income taxes and income of consolidated subsidiaries | (14,888 | ) | | (1,004 | ) | | 13,445 | | | (1,612 | ) | | — | | | (4,059 | ) | | Intercompany receivable/payable | | 14,021 | | | — | | | (7,851 | ) | | 14,654 | | | (20,824 | ) | | — | |
|
Equity in income of subsidiaries | 10,801 | | | — | | | — | | | — | | | (10,801 | ) | | — | | | Total liabilities | | 510,571 | | | 72,093 | | | 538,003 | | | 42,963 | | | (29,066 | ) | | 1,134,564 | |
|
Income (loss) before income taxes | (4,087 | ) | | (1,004 | ) | | 13,445 | | | (1,612 | ) | | (10,801 | ) | | (4,059 | ) | | Shareholders’ deficit | | | | | | | | | | | | |
| Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | |
Income tax expense (benefit) | — | | | — | | | 3,319 | | | — | | | (3,291 | ) | | 28 | | |
| Common stock | | 36,479 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 36,479 | |
Net income (loss) | (4,087 | ) | | (1,004 | ) | | 10,126 | | | (1,612 | ) | | (7,510 | ) | | (4,087 | ) | |
| Other paid-in capital | | 134,861 | | | 52,835 | | | 157,984 | | | (124 | ) | | (210,695 | ) | | 134,861 | |
Less net loss attributable to noncontrolling interest | (1,702 | ) | | — | | | — | | | — | | | — | | | (1,702 | ) | |
| Accumulated other comprehensive income (loss) | | (63,595 | ) | | (164 | ) | | 6,425 | | | (3,086 | ) | | (3,175 | ) | | (63,595 | ) |
Net income (loss) attributable to the Parent company | $ | (2,385 | ) | | $ | (1,004 | ) | | $ | 10,126 | | | $ | (1,612 | ) | | $ | (7,510 | ) | | $ | (2,385 | ) | |
| Accumulated earnings (deficit) | | (295,784 | ) | | 55,915 | | | (3,120 | ) | | (41,337 | ) | | (11,458 | ) | | (295,784 | ) |
|
| Total Westmoreland Coal Company shareholders’ deficit | | (187,879 | ) | | 108,591 | | | 161,399 | | | (44,415 | ) | | (225,575 | ) | | (187,879 | ) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
Three Months Ended March 31, 2014 | Noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | |
(In thousands) |
| | Total equity (deficit) | | (187,879 | ) | | 108,591 | | | 161,399 | | | (44,415 | ) | | (225,575 | ) | | (187,879 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | | Total liabilities and shareholders’ deficit | | $ | 322,692 | | | $ | 180,684 | | | $ | 699,402 | | | $ | (1,452 | ) | | $ | (254,641 | ) | | $ | 946,685 | |
Issuer | Subsidiaries | Guarantor | Adjustments | |
| | Subsidiaries | | | CONSOLIDATING BALANCE SHEETS |
Net income (loss) | $ | (19,030 | ) | | $ | 1,703 | | | $ | 7,409 | | | $ | 116 | | | $ | (9,228 | ) | | $ | (19,030 | ) | | December 31, 2012 |
| (In thousands) |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Amortization of accumulated actuarial gains or losses, pension | 359 | | | 2 | | | 122 | | | 6 | | | (130 | ) | | 359 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 5 | | | — | | | (36 | ) | | 5 | | | 31 | | | 5 | | | Assets | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total |
| Issuer | Subsidiaries | Guarantor | Adjustments |
Tax effect of other comprehensive income gains | (138 | ) | | — | | | — | | | — | | | — | | | (138 | ) | | | | Subsidiaries | |
| Current assets: | | | | | | | | | | | | |
Other comprehensive income (loss) | 226 | | | 2 | | | 86 | | | 11 | | | (99 | ) | | 226 | | | Cash and cash equivalents | | $ | 14,836 | | | $ | 4,545 | | | $ | 10,236 | | | $ | 1,993 | | | $ | — | | | $ | 31,610 | |
|
Comprehensive income (loss) attributable to the Parent company | $ | (18,804 | ) | | $ | 1,705 | | | $ | 7,495 | | | $ | 127 | | | $ | (9,327 | ) | | $ | (18,804 | ) | | Receivables: | | | | | | | | | | | | |
| Trade | | — | | | 13,018 | | | 43,420 | | | 3,599 | | | — | | | 60,037 | |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Contractual third-party reclamation receivables | | — | | | — | | | 10,207 | | | — | | | — | | | 10,207 | |
Three Months Ended March 31, 2013 |
(In thousands) | Intercompany receivable/payable | | (17,309 | ) | | — | | | 2,595 | | | (18,262 | ) | | 32,976 | | | — | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | Other | | 680 | | | — | | | 17,377 | | | 8 | | | (14,845 | ) | | 3,220 | |
| Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | |
Issuer | Subsidiaries | Guarantor | Adjustments | | | | (16,629 | ) | | 13,018 | | | 73,599 | | | (14,655 | ) | | 18,131 | | | 73,464 | |
| | Subsidiaries | | |
Net income (loss) | $ | (4,087 | ) | | $ | (1,004 | ) | | $ | 10,126 | | | $ | (1,612 | ) | | $ | (7,510 | ) | | $ | (4,087 | ) | | Inventories | | — | | | 3,047 | | | 34,687 | | | — | | | — | | | 37,734 | |
|
Other comprehensive income (loss) | | | | | | | | | | | | | Other current assets | | 743 | | | 298 | | | 15,463 | | | — | | | — | | | 16,504 | |
Amortization of accumulated actuarial gains or losses, pension | 741 | | | 6 | | | 180 | | | 13 | | | (199 | ) | | 741 | | |
| Total current assets | | (1,050 | ) | | 20,908 | | | 133,985 | | | (12,662 | ) | | 18,131 | | | 159,312 | |
Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 1,001 | | | — | | | 144 | | | 69 | | | (213 | ) | | 1,001 | | |
| Property, plant and equipment: | | | | | | | | | | | | |
Other comprehensive income (loss) | 1,742 | | | 6 | | | 324 | | | 82 | | | (412 | ) | | 1,742 | | | Land and mineral rights | | — | | | 1,395 | | | 260,346 | | | — | | | — | | | 261,741 | |
|
Comprehensive income (loss) attributable to the Parent company | $ | (2,345 | ) | | $ | (998 | ) | | $ | 10,450 | | | $ | (1,530 | ) | | $ | (7,922 | ) | | $ | (2,345 | ) | | Plant and equipment | | 3,198 | | | 219,857 | | | 412,665 | | | — | | | — | | | 635,720 | |
|
| | | 3,198 | | | 221,252 | | | 673,011 | | | — | | | — | | | 897,461 | |
|
CONSOLIDATING STATEMENTS OF CASH FLOWS | Less accumulated depreciation, depletion and amortization | | 2,364 | | | 61,474 | | | 320,783 | | | — | | | — | | | 384,621 | |
Three Months Ended March 31, 2014 |
(In thousands) | Net property, plant and equipment | | 834 | | | 159,778 | | | 352,228 | | | — | | | — | | | 512,840 | |
|
| Advanced coal royalties | | — | | | — | | | 4,316 | | | — | | | — | | | 4,316 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | Reclamation deposits | | — | | | — | | | 72,718 | | | — | | | — | | | 72,718 | |
Issuer | Subsidiaries | Guarantor | Adjustments |
| | Subsidiaries | | Restricted investments and bond collateral | | 15,183 | | | 5,990 | | | 66,036 | | | — | | | — | | | 87,209 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | (19,030 | ) | | $ | 1,703 | | | $ | 7,409 | | | $ | 116 | | | $ | (9,228 | ) | | $ | (19,030 | ) | Contractual third-party reclamation receivables | | — | | | — | | | 84,158 | | | — | | | — | | | 84,158 | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | Intangible assets | | — | | | 2,923 | | | 280 | | | — | | | — | | | 3,203 | |
Equity in income of subsidiaries | | (14,315 | ) | | — | | | — | | | — | | | 14,315 | | | — | |
Investment in subsidiaries | | 257,773 | | | — | | | (792 | ) | | 3,770 | | | (260,751 | ) | | — | |
Depreciation, depletion, and amortization | | 77 | | | 2,524 | | | 13,458 | | | — | | | — | | | 16,059 | |
Other assets | | 10,267 | | | — | | | 2,092 | | | 2,000 | | | (2,000 | ) | | 12,359 | |
Accretion of asset retirement obligation and receivable | | — | | | 18 | | | 3,461 | | | — | | | — | | | 3,479 | |
Total assets | | $ | 283,007 | | | $ | 189,599 | | | $ | 715,021 | | | $ | (6,892 | ) | | $ | (244,620 | ) | | $ | 936,115 | |
Non-cash tax benefits | | (138 | ) | | — | | | — | | | — | | | — | | | (138 | ) |
CONSOLIDATING BALANCE SHEETS |
Amortization of intangible assets and liabilities, net | | — | | | 146 | | | 7 | | | — | | | — | | | 153 | | December 31, 2012 |
(In thousands) |
Share-based compensation | | 569 | | | 7 | | | 66 | | | 86 | | | — | | | 728 | | |
|
Loss (gain) on sales of assets | | — | | | — | | | 36 | | | 2 | | | — | | | 38 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Deficit | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
Amortization of deferred financing costs | | 149 | | | — | | | 105 | | | 17 | | | — | | | 271 | | Issuer | Subsidiaries | Subsidiaries | Adjustments |
Current liabilities | | | | | | | | | | | | |
Loss on foreign exchange | | 6,790 | | | — | | | — | | | — | | | — | | | 6,790 | | Current installments of long-term debt | | $ | (1,548 | ) | | $ | — | | | $ | 25,339 | | | $ | — | | | $ | — | | | $ | 23,791 | |
|
Changes in operating assets and liabilities: | | | | | | | | | | | | | Accounts payable and accrued expenses: | | | | | | | | | | | | |
Receivables, net | | 1,049 | | | 480 | | | (2,597 | ) | | 4,736 | | | 1,534 | | | 5,202 | | Trade | | 5,060 | | | 4,978 | | | 40,715 | | | 16,181 | | | (14,841 | ) | | 52,093 | |
|
Inventories | | — | | | 4,316 | | | 209 | | | — | | | — | | | 4,525 | | Production taxes | | — | | | 3 | | | 28,856 | | | 4,369 | | | — | | | 33,228 | |
|
Excess of black lung benefit obligation over trust assets | | 701 | | | — | | | — | | | — | | | — | | | 701 | | Workers’ compensation | | 820 | | | — | | | — | | | — | | | — | | | 820 | |
|
Accounts payable and accrued expenses | | 4,955 | | | (3,386 | ) | | 13,923 | | | (4,522 | ) | | (11 | ) | | 10,959 | | Postretirement medical benefits | | 12,494 | | | — | | | 449 | | | 1,125 | | | — | | | 14,068 | |
|
Deferred revenue | | — | | | (2,415 | ) | | 1,113 | | | — | | | — | | | (1,302 | ) | SERP | | 390 | | | — | | | — | | | — | | | — | | | 390 | |
|
Income tax payable | | — | | | — | | | 28 | | | — | | | — | | | 28 | | Deferred revenue | | — | | | 8,788 | | | 4,034 | | | — | | | — | | | 12,822 | |
|
Accrual for workers’ compensation | | (69 | ) | | — | | | — | | | — | | | — | | | (69 | ) | Asset retirement obligations | | — | | | — | | | 22,238 | | | — | | | — | | | 22,238 | |
|
Asset retirement obligations | | — | | | — | | | (1,352 | ) | | — | | | — | | | (1,352 | ) | Other current liabilities | | 11,311 | | | — | | | 155 | | | — | | | (4 | ) | | 11,462 | |
|
Accrual for postretirement medical benefits | | (374 | ) | | — | | | 1,248 | | | 32 | | | — | | | 906 | | Total current liabilities | | 28,527 | | | 13,769 | | | 121,786 | | | 21,675 | | | (14,845 | ) | | 170,912 | |
|
Pension and SERP obligations | | 83 | | | 1 | | | (379 | ) | | 2 | | | — | | | (293 | ) | Long-term debt, less current installments | | 245,456 | | | — | | | 93,742 | | | — | | | (2,000 | ) | | 337,198 | |
|
Other assets and liabilities | | (183 | ) | | (309 | ) | | (2,880 | ) | | (1,621 | ) | | 6,986 | | | 1,993 | | Workers’ compensation, less current portion | | 8,710 | | | — | | | — | | | — | | | — | | | 8,710 | |
|
Distributions received from subsidiaries | | 42,500 | | | — | | | — | | | — | | | (42,500 | ) | | — | | Excess of black lung benefit obligation over trust assets | | 8,356 | | | — | | | — | | | — | | | — | | | 8,356 | |
|
Net cash provided by (used in) operating activities | | 22,764 | | | 3,085 | | | 33,855 | | | (1,152 | ) | | (28,904 | ) | | 29,648 | | Postretirement medical benefits, less current portion | | 224,336 | | | — | | | 74,589 | | | 20,850 | | | — | | | 319,775 | |
|
Cash flows from investing activities: | | | | | | | | | | | | | Pension and SERP obligations, less current portion | | 29,265 | | | 289 | | | 23,955 | | | 741 | | | — | | | 54,250 | |
Additions to property, plant and equipment | | 38 | | | (35 | ) | | (3,053 | ) | | — | | | — | | | (3,050 | ) |
Deferred revenue, less current portion | | — | | | 50,239 | | | 6,652 | | | — | | | — | | | 56,891 | |
Change in restricted investments and bond collateral and reclamation deposits | | (471,151 | ) | | 5,998 | | | (391 | ) | | — | | | — | | | (465,544 | ) |
Asset retirement obligations, less current portion | | — | | | 829 | | | 240,780 | | | — | | | — | | | 241,609 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | Intangible liabilities | | — | | | 6,625 | | | — | | | — | | | — | | | 6,625 | |
Receivable from customer for property and equipment purchases | | — | | | — | | | (10 | ) | | — | | | — | | | (10 | ) |
Other liabilities | | 701 | | | — | | | 16,145 | | | 1,174 | | | — | | | 18,020 | |
Other | | — | | | — | | | (60 | ) | | — | | | — | | | (60 | ) |
Intercompany receivable/payable | | 23,887 | | | — | | | 13,004 | | | 14,654 | | | (51,545 | ) | | — | |
Net cash provided by (used in) investing activities | | (471,113 | ) | | 5,963 | | | (3,514 | ) | | — | | | — | | | (468,664 | ) |
Total liabilities | | 569,238 | | | 71,751 | | | 590,653 | | | 59,094 | | | (68,390 | ) | | 1,222,346 | |
Cash flows from financing activities: | | | | | | | | | | | | |
Change in book overdrafts | | — | | | — | | | (315 | ) | | — | | | — | | | (315 | ) | Shareholders’ deficit | | | | | | | | | | | | |
Preferred stock | | 160 | | | — | | | — | | | — | | | — | | | 160 | |
Borrowings from long-term debt | | 454,219 | | | — | | | — | | | — | | | — | | | 454,219 | |
Common stock | | 35,502 | | | 5 | | | 110 | | | 132 | | | (247 | ) | | 35,502 | |
Repayments of long-term debt | | — | | | — | | | (6,232 | ) | | (7 | ) | | — | | | (6,239 | ) |
Other paid-in capital | | 130,852 | | | 52,806 | | | 155,585 | | | (124 | ) | | (208,267 | ) | | 130,852 | |
Debt issuance costs and other refinancing costs | | (7,598 | ) | | — | | | — | | | — | | | — | | | (7,598 | ) |
Accumulated other comprehensive loss | | (148,345 | ) | | (372 | ) | | (22,777 | ) | | (6,702 | ) | | 29,851 | | | (148,345 | ) |
Dividends/distributions | | (261 | ) | | (8,500 | ) | | (34,000 | ) | | — | | | 42,500 | | | (261 | ) |
Accumulated earnings (deficit) | | (289,727 | ) | | 65,409 | | | (8,550 | ) | | (59,292 | ) | | 2,433 | | | (289,727 | ) |
Transactions with Parent/affiliates | | 5,422 | | | 154 | | | 10,022 | | | (2,002 | ) | | (13,596 | ) | | — | |
Total Westmoreland Coal Company shareholders’ deficit | | (271,558 | ) | | 117,848 | | | 124,368 | | | (65,986 | ) | | (176,230 | ) | | (271,558 | ) |
Net cash provided by (used in) financing activities | | 451,782 | | | (8,346 | ) | | (30,525 | ) | | (2,009 | ) | | 28,904 | | | 439,806 | |
Noncontrolling interest | | (14,673 | ) | | — | | | — | | | — | | | — | | | (14,673 | ) |
Net increase (decrease) in cash and cash equivalents | | 3,433 | | | 702 | | | (184 | ) | | (3,161 | ) | | — | | | 790 | |
Total equity (deficit) | | (286,231 | ) | | 117,848 | | | 124,368 | | | (65,986 | ) | | (176,230 | ) | | (286,231 | ) |
Cash and cash equivalents, beginning of period | | 25,326 | | | 3,341 | | | 27,451 | | | 4,992 | | | — | | | 61,110 | |
Total liabilities and shareholders’ deficit | | $ | 283,007 | | | $ | 189,599 | | | $ | 715,021 | | | $ | (6,892 | ) | | $ | (244,620 | ) | | $ | 936,115 | |
Cash and cash equivalents, end of period | | $ | 28,759 | | | $ | 4,043 | | | $ | 27,267 | | | $ | 1,831 | | | $ | — | | | $ | 61,900 | |
CONSOLIDATING STATEMENTS OF OPERATIONS |
CONSOLIDATING STATEMENTS OF CASH FLOWS | Year Ended December 31, 2013 |
Three Months Ended March 31, 2013 | (In thousands) |
(In thousands) | |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non- | | Consolidating | | Total | Issuer | Subsidiaries | Subsidiaries | Adjustments | |
Issuer | Subsidiaries | Guarantor | Adjustments | Revenues | $ | — | | | $ | 87,567 | | | $ | 571,021 | | | $ | 57,545 | | | $ | (41,447 | ) | | $ | 674,686 | | |
| | Subsidiaries | | |
Cash flows from operating activities: | | | | | | | | | | | | | Costs and expenses: | | | | | | | | | | | | |
Net income (loss) | | $ | (4,087 | ) | | $ | (1,004 | ) | | $ | 10,126 | | | $ | (1,612 | ) | | $ | (7,510 | ) | | $ | (4,087 | ) | Cost of sales | (1,525 | ) | | 63,794 | | | 453,508 | | | 60,990 | | | (41,447 | ) | | 535,320 | | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | | Depreciation, depletion and amortization | 357 | | | 10,178 | | | 56,696 | | | — | | | — | | | 67,231 | | |
Equity in income of subsidiaries | | (10,801 | ) | | — | | | — | | | — | | | 10,801 | | | — | | |
Selling and administrative | 19,027 | | | 3,609 | | | 30,596 | | | (2,511 | ) | | — | | | 50,721 | | |
Depreciation, depletion, and amortization | | 94 | | | 2,531 | | | 11,801 | | | — | | | — | | | 14,426 | | |
Heritage health benefit expenses | 12,361 | | | — | | | — | | | 1,057 | | | — | | | 13,418 | | |
Accretion of asset retirement obligation and receivable | | — | | | 16 | | | 3,164 | | | — | | | — | | | 3,180 | | |
Loss (gain) on sales of assets | — | | | — | | | (74 | ) | | — | | | — | | | (74 | ) | |
Amortization of intangible assets and liabilities, net | | — | | | 156 | | | 8 | | | — | | | — | | | 164 | | |
Restructuring charges | — | | | 5,078 | | | — | | | — | | | — | | | 5,078 | | |
Share-based compensation | | 796 | | | 10 | | | 1,581 | | | (1 | ) | | — | | | 2,386 | | |
Other operating income | — | | | — | | | (22,370 | ) | | — | | | — | | | (22,370 | ) | |
Gain on sales of assets | | — | | | — | | | (234 | ) | | — | | | — | | | (234 | ) | |
| 30,220 | | | 82,659 | | | 518,356 | | | 59,536 | | | (41,447 | ) | | 649,324 | | |
Amortization of deferred financing costs | | 771 | | | — | | | 163 | | | (1 | ) | | — | | | 933 | | |
Operating income (loss) | (30,220 | ) | | 4,908 | | | 52,665 | | | (1,991 | ) | | — | | | 25,362 | | |
Loss on sales of investment securities | | — | | | — | | | 7 | | | — | | | — | | | 7 | | |
Other income (expense): | | | | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | Interest expense | (30,417 | ) | | (39 | ) | | (9,495 | ) | | (21 | ) | | 35 | | | (39,937 | ) | |
Receivables, net | | 205 | | | 2,885 | | | (3,837 | ) | | (2,141 | ) | | 3,008 | | | 120 | | |
Loss on extinguishment of debt | (64 | ) | | — | | | — | | | — | | | — | | | (64 | ) | |
Inventories | | — | | | (2,181 | ) | | (507 | ) | | 1 | | | — | | | (2,687 | ) | |
Interest income | 165 | | | 26 | | | 1,190 | | | 20 | | | (35 | ) | | 1,366 | | |
Excess of black lung benefit obligation over trust assets | | 83 | | | — | | | — | | | — | | | — | | | 83 | | |
Other income | — | | | — | | | 364 | | | — | | | — | | | 364 | | |
Accounts payable and accrued expenses | | (8,388 | ) | | 5,959 | | | 5,524 | | | 1,630 | | | (1,480 | ) | | 3,245 | | |
| (30,316 | ) | | (13 | ) | | (7,941 | ) | | (1 | ) | | — | | | (38,271 | ) | |
Deferred revenue | | — | | | (1,927 | ) | | 2,087 | | | — | | | — | | | 160 | | |
Income (loss) before income taxes and income of consolidated subsidiaries | (60,536 | ) | | 4,895 | | | 44,724 | | | (1,992 | ) | | — | | | (12,909 | ) | |
Income tax payable | | — | | | — | | | 27 | | | — | | | — | | | 27 | | |
Equity in income of subsidiaries | 47,514 | | | — | | | — | | | — | | | (47,514 | ) | | — | | |
Accrual for workers’ compensation | | (191 | ) | | — | | | — | | | — | | | — | | | (191 | ) | |
Loss before income taxes | (13,022 | ) | | 4,895 | | | 44,724 | | | (1,992 | ) | | (47,514 | ) | | (12,909 | ) | |
Asset retirement obligations | | — | | | — | | | (3,206 | ) | | (1 | ) | | — | | | (3,207 | ) | |
Income tax expense (benefit) | (4,895 | ) | | 680 | | | 8,414 | | | — | | | (8,981 | ) | | (4,782 | ) | |
Accrual for postretirement medical benefits | | (100 | ) | | — | | | 1,941 | | | 144 | | | — | | | 1,985 | | |
Net income (loss) | (8,127 | ) | | 4,215 | | | 36,310 | | | (1,992 | ) | | (38,533 | ) | | (8,127 | ) | |
Pension and SERP obligations | | 320 | | | 4 | | | 400 | | | 18 | | | — | | | 742 | | |
Less net loss attributable to noncontrolling interest | (3,430 | ) | | — | | | — | | | — | | | — | | | (3,430 | ) | |
Other assets and liabilities | | (187 | ) | | 465 | | | 3,650 | | | 236 | | | — | | | 4,164 | | |
Net income (loss) attributable to the Parent company | $ | (4,697 | ) | | $ | 4,215 | | | $ | 36,310 | | | $ | (1,992 | ) | | $ | (38,533 | ) | | $ | (4,697 | ) | |
Distributions received from subsidiaries | | 19,600 | | | — | | | — | | | — | | | (19,600 | ) | | — | | |
CONSOLIDATING STATEMENTS OF OPERATIONS |
Net cash provided by (used in) operating activities | | (1,885 | ) | | 6,914 | | | 32,695 | | | (1,727 | ) | | (14,781 | ) | | 21,216 | | Year Ended December 31, 2012 |
(In thousands) |
Cash flows from investing activities: | | | | | | | | | | | | | |
Additions to property, plant and equipment | | (183 | ) | | (134 | ) | | (4,988 | ) | | 4 | | | — | | | (5,301 | ) | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Change in restricted investments and bond collateral and reclamation deposits | | (398 | ) | | (3 | ) | | (6,033 | ) | | (1 | ) | | — | | | (6,435 | ) | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
Issuer | Subsidiaries | Subsidiaries | Adjustments | |
Net proceeds from sales of assets | | — | | | — | | | 441 | | | — | | | — | | | 441 | | Revenues | $ | — | | | $ | 81,285 | | | $ | 511,570 | | | $ | 39,041 | | | $ | (31,459 | ) | | $ | 600,437 | | |
|
Proceeds from the sale of investments | | — | | | — | | | 5,619 | | | — | | | — | | | 5,619 | | Costs and expenses: | | | | | | | | | | | | |
Cost of sales | (587 | ) | | 59,299 | | | 393,793 | | | 45,475 | | | (31,459 | ) | | 466,521 | | |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | Depreciation, depletion and amortization | 421 | | | 10,085 | | | 46,639 | | | — | | | — | | | 57,145 | | |
Receivable from customer for property and equipment purchases | | — | | | — | | | (49 | ) | | — | | | — | | | (49 | ) | |
Selling and administrative | 18,407 | | | 3,657 | | | 29,334 | | | 37 | | | (1,527 | ) | | 49,908 | | |
Net cash provided by (used in) investing activities | | (581 | ) | | (137 | ) | | (5,010 | ) | | 3 | | | — | | | (5,725 | ) | |
Heritage health benefit expenses | 12,406 | | | — | | | (1 | ) | | 983 | | | — | | | 13,388 | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Change in book overdrafts | | — | | | — | | | 820 | | | — | | | — | | | 820 | | Loss on sales of assets | 13 | | | — | | | 515 | | | — | | | — | | | 528 | | |
|
Repayments of long-term debt | | — | | | — | | | (6,565 | ) | | (8 | ) | | — | | | (6,573 | ) | Other operating income | — | | | — | | | (17,452 | ) | | — | | | 1,527 | | | (15,925 | ) | |
|
Borrowings on revolving lines of credit | | — | | | — | | | 6,000 | | | — | | | — | | | 6,000 | | | 30,660 | | | 73,041 | | | 452,828 | | | 46,495 | | | (31,459 | ) | | 571,565 | | |
|
Repayments on revolving lines of credit | | — | | | — | | | (6,000 | ) | | — | | | — | | | (6,000 | ) | Operating income (loss) | (30,660 | ) | | 8,244 | | | 58,742 | | | (7,454 | ) | | — | | | 28,872 | | |
|
Debt issuance costs and other refinancing costs | | — | | | — | | | (156 | ) | | — | | | — | | | (156 | ) | Other income (expense): | | | | | | | | | | | | |
Interest expense | (31,301 | ) | | (39 | ) | | (11,349 | ) | | (68 | ) | | 80 | | | (42,677 | ) | |
Dividends/distributions | | (340 | ) | | (6,500 | ) | | (13,100 | ) | | — | | | 19,600 | | | (340 | ) | |
Loss on extinguishment of debt | (1,986 | ) | | — | | | — | | | — | | | — | | | (1,986 | ) | |
Transactions with Parent/affiliates | | (1,059 | ) | | (15 | ) | | 4,212 | | | 1,681 | | | (4,819 | ) | | — | | |
Interest income | 253 | | | 15 | | | 1,289 | | | 19 | | | (80 | ) | | 1,496 | | |
Net cash provided by (used in) financing activities | | (1,399 | ) | | (6,515 | ) | | (14,789 | ) | | 1,673 | | | 14,781 | | | (6,249 | ) | |
Other income | 190 | | | — | | | 533 | | | — | | | — | | | 723 | | |
Net increase (decrease) in cash and cash equivalents | | (3,865 | ) | | 262 | | | 12,896 | | | (51 | ) | | — | | | 9,242 | | |
| (32,844 | ) | | (24 | ) | | (9,527 | ) | | (49 | ) | | — | | | (42,444 | ) | |
Cash and cash equivalents, beginning of period | | 14,836 | | | 4,545 | | | 10,236 | | | 1,993 | | | — | | | 31,610 | | |
Income (loss) before income taxes and income of consolidated subsidiaries | (63,504 | ) | | 8,220 | | | 49,215 | | | (7,503 | ) | | — | | | (13,572 | ) | |
Cash and cash equivalents, end of period | | $ | 10,971 | | | $ | 4,807 | | | $ | 23,132 | | | $ | 1,942 | | | $ | — | | | $ | 40,852 | | |
Equity in income of subsidiaries | 49,834 | | | — | | | — | | | — | | | (49,834 | ) | | — | | |
| |
| Income (loss) before income taxes | (13,670 | ) | | 8,220 | | | 49,215 | | | (7,503 | ) | | (49,834 | ) | | (13,572 | ) | |
| |
| Income tax expense (benefit) | (8 | ) | | 107 | | | 4,410 | | | — | | | (4,419 | ) | | 90 | | |
| |
| Net income (loss) | (13,662 | ) | | 8,113 | | | 44,805 | | | (7,503 | ) | | (45,415 | ) | | (13,662 | ) | |
| |
| Less net loss attributable to noncontrolling interest | (6,436 | ) | | — | | | — | | | — | | | — | | | (6,436 | ) | |
| |
| Net income (loss) attributable to the Parent company | $ | (7,226 | ) | | $ | 8,113 | | | $ | 44,805 | | | $ | (7,503 | ) | | $ | (45,415 | ) | | $ | (7,226 | ) | |
| |
| CONSOLIDATING STATEMENTS OF OPERATIONS |
| Year Ended December 31, 2011 |
| (In thousands) |
| |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
| Issuer | Subsidiaries | Subsidiaries | Adjustments | |
| Revenues | $ | — | | | $ | 86,785 | | | $ | 390,621 | | | $ | 79,831 | | | $ | (55,524 | ) | | $ | 501,713 | | |
| |
| Costs and expenses: | | | | | | | | | | | | |
| Cost of sales | (158 | ) | | 60,243 | | | 304,652 | | | 83,574 | | | (55,524 | ) | | 392,787 | | |
| |
| Depreciation, depletion and amortization | 306 | | | 10,175 | | | 35,113 | | | — | | | — | | | 45,594 | | |
| |
| Selling and administrative | 13,394 | | | 4,059 | | | 23,850 | | | (554 | ) | | (473 | ) | | 40,276 | | |
| |
| Heritage health benefit expenses | 17,754 | | | — | | | — | | | 821 | | | — | | | 18,575 | | |
| |
| Gain (loss) on sales of assets | 3 | | | 189 | | | 448 | | | — | | | — | | | 640 | | |
| |
| Other operating income | — | | | — | | | (7,258 | ) | | — | | | 473 | | | (6,785 | ) | |
| |
| | 31,299 | | | 74,666 | | | 356,805 | | | 83,841 | | | (55,524 | ) | | 491,087 | | |
| |
| Operating income (loss) | (31,299 | ) | | 12,119 | | | 33,816 | | | (4,010 | ) | | — | | | 10,626 | | |
| |
| Other income (expense): | | | | | | | | | | | | |
| Interest expense | (16,365 | ) | | (469 | ) | | (12,957 | ) | | (70 | ) | | 92 | | | (29,769 | ) | |
| |
| Loss on extinguishment of debt | (7,873 | ) | | (9,073 | ) | | (84 | ) | | — | | | — | | | (17,030 | ) | |
| |
| Interest income | 266 | | | 14 | | | 1,229 | | | 27 | | | (92 | ) | | 1,444 | | |
| |
| Other income (loss) | (3,014 | ) | | — | | | 418 | | | 24 | | | — | | | (2,572 | ) | |
| |
| | (26,986 | ) | | (9,528 | ) | | (11,394 | ) | | (19 | ) | | — | | | (47,927 | ) | |
| |
| Loss before income taxes and income of consolidated subsidiaries | (58,285 | ) | | 2,591 | | | 22,422 | | | (4,029 | ) | | — | | | (37,301 | ) | |
| |
| Equity in income of subsidiaries | 21,128 | | | — | | | — | | | — | | | (21,128 | ) | | — | | |
| |
| Loss before income taxes | (37,157 | ) | | 2,591 | | | 22,422 | | | (4,029 | ) | | (21,128 | ) | | (37,301 | ) | |
| |
| Income tax expense (benefit) | (282 | ) | | (2,498 | ) | | 7,236 | | | — | | | (4,882 | ) | | (426 | ) | |
| |
| Net income (loss) | (36,875 | ) | | 5,089 | | | 15,186 | | | (4,029 | ) | | (16,246 | ) | | (36,875 | ) | |
| |
| Less net loss attributable to noncontrolling interest | (3,775 | ) | | — | | | — | | | — | | | — | | | (3,775 | ) | |
| |
| Net loss attributable to the Parent company | $ | (33,100 | ) | | $ | 5,089 | | | $ | 15,186 | | | $ | (4,029 | ) | | $ | (16,246 | ) | | $ | (33,100 | ) | |
| |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
| Year Ended December 31, 2013 |
| (In thousands) |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
| Subsidiaries | Subsidiaries | Adjustments | |
| | | | | | | | | | | | | |
| Net income (loss) | $ | (8,127 | ) | | $ | 4,215 | | | $ | 36,310 | | | $ | (1,992 | ) | | $ | (38,533 | ) | | $ | (8,127 | ) | |
| |
| Other comprehensive income (loss) | | | | | | | | | | | | |
| Amortization of accumulated actuarial gains or losses, pension | 3,490 | | | 28 | | | 801 | | | 61 | | | (890 | ) | | 3,490 | | |
| |
| Adjustments to accumulated actuarial losses and transition obligations, pension | 28,974 | | | 180 | | | 13,331 | | | 475 | | | (13,986 | ) | | 28,974 | | |
| |
| Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 4,005 | | | — | | | 577 | | | 275 | | | (852 | ) | | 4,005 | | |
| |
| Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | 53,230 | | | 180 | | | 14,548 | | | 2,804 | | | (17,532 | ) | | 53,230 | | |
| |
| Tax effect of other comprehensive income gains | (4,892 | ) | | — | | | — | | | — | | | — | | | (4,892 | ) | |
| |
| Unrealized and realized gains and losses on available-for-sale securities | (57 | ) | | — | | | (55 | ) | | — | | | 55 | | | (57 | ) | |
| |
| Other comprehensive income | 84,750 | | | 388 | | | 29,202 | | | 3,615 | | | (33,205 | ) | | 84,750 | | |
| |
| Comprehensive income attributable to Westmoreland Coal Company | $ | 76,623 | | | $ | 4,603 | | | $ | 65,512 | | | $ | 1,623 | | | $ | (71,738 | ) | | $ | 76,623 | | |
| |
| |
| |
| |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
| Year Ended December 31, 2012 |
| (In thousands) |
| |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | Subsidiaries | Subsidiaries | Adjustments | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | $ | (13,662 | ) | | $ | 8,113 | | | $ | 44,805 | | | $ | (7,503 | ) | | $ | (45,415 | ) | | $ | (13,662 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of accumulated actuarial gains or losses, pension | 2,960 | | | 23 | | | 720 | | | 46 | | | (789 | ) | | 2,960 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to accumulated actuarial losses and transition obligations, pension | (9,812 | ) | | (52 | ) | | (5,144 | ) | | (22 | ) | | 5,218 | | | (9,812 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | 2,572 | | | — | | | 823 | | | 150 | | | (973 | ) | | 2,572 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | (22,342 | ) | | — | | | (1,367 | ) | | (1,467 | ) | | 2,834 | | | (22,342 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Unrealized and realized gains and losses on available-for-sale securities | (268 | ) | | — | | | (64 | ) | | — | | | 64 | | | (268 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | (26,890 | ) | | (29 | ) | | (5,032 | ) | | (1,293 | ) | | 6,354 | | | (26,890 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income (loss) attributable to Westmoreland Coal Company | $ | (40,552 | ) | | $ | 8,084 | | | $ | 39,773 | | | $ | (8,796 | ) | | $ | (39,061 | ) | | $ | (40,552 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
| | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2011 |
| | | | | | | | | | | | | | | | | | | | | | | | | (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Parent/Issuer | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | Subsidiaries | Subsidiaries | Adjustments | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | $ | (36,875 | ) | | $ | 5,089 | | | $ | 15,186 | | | $ | (4,029 | ) | | $ | (16,246 | ) | | $ | (36,875 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of accumulated actuarial gains or losses, pension | 1,647 | | | 9 | | | 86 | | | 36 | | | (131 | ) | | 1,647 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to accumulated actuarial losses and transition obligations, pension | (15,798 | ) | | (150 | ) | | 72 | | | (516 | ) | | 594 | | | (15,798 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of accumulated actuarial gains or losses, transition obligations, and prior service costs, postretirement medical benefit | (288 | ) | | — | | | 348 | | | (54 | ) | | (294 | ) | | (288 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to accumulated actuarial gains and transition obligations, postretirement medical benefits | (49,136 | ) | | — | | | (5,934 | ) | | (3,335 | ) | | 9,269 | | | (49,136 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Unrealized and realized gains and losses on available-for-sale securities | (200 | ) | | — | | | (203 | ) | | — | | | 203 | | | (200 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | (63,775 | ) | | (141 | ) | | (5,631 | ) | | (3,869 | ) | | 9,641 | | | (63,775 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income (loss) attributable to Westmoreland Coal Company | $ | (100,650 | ) | | $ | 4,948 | | | $ | 9,555 | | | $ | (7,898 | ) | | $ | (6,605 | ) | | $ | (100,650 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | CONSOLIDATING STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2013 |
| | | | | | | | | | | | | | | | | | | | | | | | | (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | | Issuer | Subsidiaries | Subsidiaries | Adjustments |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (8,127 | ) | | $ | 4,215 | | | $ | 36,310 | | | $ | (1,992 | ) | | $ | (38,533 | ) | | $ | (8,127 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Equity in income of subsidiaries | | (47,514 | ) | | — | | | — | | | — | | | 47,514 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Depreciation, depletion, and amortization | | 357 | | | 10,178 | | | 56,696 | | | — | | | — | | | 67,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accretion of asset retirement obligation and receivable | | — | | | 63 | | | 12,618 | | | — | | | — | | | 12,681 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Non-cash tax benefits | | (4,892 | ) | | — | | | — | | | — | | | — | | | (4,892 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of intangible assets and liabilities, net | | — | | | 622 | | | 43 | | | — | | | — | | | 665 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | 2,887 | | | 37 | | | 2,398 | | | — | | | — | | | 5,322 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss on sale of assets | | — | | | — | | | (74 | ) | | — | | | — | | | (74 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of deferred financing costs | | 3,165 | | | — | | | 566 | | | — | | | — | | | 3,731 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other | | — | | | — | | | (1,001 | ) | | — | | | — | | | (1,001 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss on extinguishment of debt | | 64 | | | — | | | — | | | — | | | — | | | 64 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Gain on sales of investments | | — | | | — | | | (3 | ) | | — | | | — | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivables, net | | (936 | ) | | (126 | ) | | 10,945 | | | (4,225 | ) | | (13,294 | ) | | (7,636 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Inventories | | — | | | (3,114 | ) | | 602 | | | — | | | — | | | (2,512 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Excess of black lung benefit obligation over trust assets | | 319 | | | — | | | — | | | — | | | — | | | 319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses | | 1,753 | | | 5,141 | | | 4,545 | | | (12,683 | ) | | 14,823 | | | 13,579 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenue | | — | | | (8,706 | ) | | (372 | ) | | — | | | — | | | (9,078 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Income tax payable | | — | | | — | | | (1 | ) | | — | | | — | | | (1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for workers’ compensation | | (2,069 | ) | | — | | | — | | | — | | | — | | | (2,069 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Asset retirement obligations | | — | | | — | | | (9,410 | ) | | — | | | — | | | (9,410 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for postretirement medical benefits | | 101 | | | — | | | 7,300 | | | 320 | | | — | | | 7,721 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Pension and SERP obligations | | 1,391 | | | 18 | | | 941 | | | 38 | | | — | | | 2,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other assets and liabilities | | (170 | ) | | 4,983 | | | 13,383 | | | (1,025 | ) | | (5,352 | ) | | 11,819 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Distributions received from subsidiaries | | 78,000 | | | — | | | — | | | — | | | (78,000 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | 24,329 | | | 13,311 | | | 135,486 | | | (19,567 | ) | | (72,842 | ) | | 80,717 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Additions to property, plant and equipment | | (771 | ) | | (790 | ) | | (27,030 | ) | | — | | | — | | | (28,591 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in restricted investments and bond collateral and reclamation deposits | | 49 | | | (8 | ) | | 1,393 | | | — | | | — | | | 1,434 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net proceeds from sales of assets | | — | | | — | | | 902 | | | — | | | — | | | 902 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Proceeds from the sale of restricted investments | | — | | | — | | | 8,287 | | | — | | | — | | | 8,287 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivable from customer for property and equipment purchases | | — | | | — | | | (389 | ) | | — | | | — | | | (389 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other | | — | | | — | | | (3,540 | ) | | — | | | — | | | (3,540 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | (722 | ) | | (798 | ) | | (20,377 | ) | | — | | | — | | | (21,897 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in book overdrafts | | — | | | — | | | 310 | | | — | | | — | | | 310 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments of long-term debt | | (500 | ) | | — | | | (27,588 | ) | | — | | | — | | | (28,088 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings on revolving lines of credit | | — | | | — | | | 7,000 | | | — | | | — | | | 7,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments on revolving lines of credit | | — | | | — | | | (7,000 | ) | | — | | | — | | | (7,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Debt issuance costs and other refinancing costs | | (26 | ) | | — | | | (156 | ) | | — | | | — | | | (182 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Dividends/distributions | | (1,360 | ) | | (14,500 | ) | | (63,500 | ) | | — | | | 78,000 | | | (1,360 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Transactions with Parent/affiliates | | (11,231 | ) | | 783 | | | (6,960 | ) | | 22,566 | | | (5,158 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | (13,117 | ) | | (13,717 | ) | | (97,894 | ) | | 22,566 | | | 72,842 | | | (29,320 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | 10,490 | | | (1,204 | ) | | 17,215 | | | 2,999 | | | — | | | 29,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of year | | 14,836 | | | 4,545 | | | 10,236 | | | 1,993 | | | — | | | 31,610 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, end of year | | $ | 25,326 | | | $ | 3,341 | | | $ | 27,451 | | | $ | 4,992 | | | $ | — | | | $ | 61,110 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | CONSOLIDATING STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2012 |
| | | | | | | | | | | | | | | | | | | | | | | | | (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | | Issuer | Subsidiaries | Subsidiaries | Adjustments |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (13,662 | ) | | $ | 8,113 | | | $ | 44,805 | | | $ | (7,503 | ) | | $ | (45,415 | ) | | $ | (13,662 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Equity in income of subsidiaries | | (49,834 | ) | | — | | | — | | | — | | | 49,834 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Depreciation, depletion, and amortization | | 421 | | | 10,085 | | | 46,639 | | | — | | | — | | | 57,145 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accretion of asset retirement obligation and receivable | | — | | | 59 | | | 12,130 | | | — | | | — | | | 12,189 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of intangible assets and liabilities, net | | — | | | 622 | | | 36 | | | — | | | — | | | 658 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | 3,054 | | | 44 | | | 2,942 | | | — | | | — | | | 6,040 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss (gain) on sale of assets | | 13 | | | — | | | 515 | | | — | | | — | | | 528 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of deferred financing costs | | 2,889 | | | — | | | 1,469 | | | — | | | — | | | 4,358 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss on extinguishment of debt | | 1,986 | | | — | | | — | | | — | | | — | | | 1,986 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Gain on sales of investments | | (190 | ) | | — | | | 25 | | | — | | | — | | | (165 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivables, net | | (280 | ) | | (151 | ) | | (22,246 | ) | | 1,865 | | | 7,957 | | | (12,855 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Inventories | | — | | | 709 | | | (2,873 | ) | | — | | | — | | | (2,164 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Excess of black lung benefit obligation over trust assets | | 1,791 | | | — | | | — | | | — | | | — | | | 1,791 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses | | 4,792 | | | (3,208 | ) | | 18,551 | | | 5,488 | | | (8,224 | ) | | 17,399 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenue | | — | | | (8,312 | ) | | 114 | | | — | | | — | | | (8,198 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for workers’ compensation | | (2,096 | ) | | — | | | — | | | — | | | — | | | (2,096 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Asset retirement obligations | | — | | | — | | | (6,943 | ) | | — | | | — | | | (6,943 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for postretirement medical benefits | | (524 | ) | | — | | | 6,828 | | | (113 | ) | | — | | | 6,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Pension and SERP obligations | | 1,286 | | | 15 | | | 1,602 | | | (101 | ) | | — | | | 2,802 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other assets and liabilities | | (247 | ) | | (536 | ) | | (7,185 | ) | | (1,892 | ) | | 2,000 | | | (7,860 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Distributions received from subsidiaries | | 31,971 | | | — | | | — | | | — | | | (31,971 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | (18,630 | ) | | 7,440 | | | 96,409 | | | (2,256 | ) | | (25,819 | ) | | 57,144 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Additions to property, plant and equipment | | (159 | ) | | (2,067 | ) | | (18,806 | ) | | — | | | — | | | (21,032 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in restricted investments and bond collateral and reclamation deposits | | (3,248 | ) | | (7 | ) | | (30,637 | ) | | — | | | — | | | (33,892 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash payments related to acquisitions and other | | 4,000 | | | — | | | (76,522 | ) | | — | | | — | | | (72,522 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net proceeds from sales of assets | | — | | | — | | | 480 | | | — | | | — | | | 480 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Proceeds from the sale of restricted investments | | 1,581 | | | — | | | 2,525 | | | — | | | — | | | 4,106 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivable from customer for property and equipment purchases | | — | | | — | | | (674 | ) | | — | | | — | | | (674 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | 2,174 | | | (2,074 | ) | | (123,634 | ) | | — | | | — | | | (123,534 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in book overdrafts | | — | | | (259 | ) | | 6 | | | — | | | — | | | (253 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings from long-term debt | | 119,364 | | | — | | | — | | | — | | | — | | | 119,364 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments of long-term debt | | (23,000 | ) | | — | | | (21,846 | ) | | — | | | — | | | (44,846 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings on revolving lines of credit | | — | | | — | | | 16,500 | | | — | | | — | | | 16,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments on revolving lines of credit | | — | | | — | | | (16,500 | ) | | — | | | — | | | (16,500 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Debt issuance costs and other refinancing costs | | (5,666 | ) | | — | | | (22 | ) | | — | | | — | | | (5,688 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Dividends/distributions | | (1,360 | ) | | (1,050 | ) | | (30,921 | ) | | — | | | 31,971 | | | (1,360 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Transactions with Parent/affiliates | | (84,186 | ) | | 482 | | | 86,863 | | | 2,993 | | | (6,152 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | 5,152 | | | (827 | ) | | 34,080 | | | 2,993 | | | 25,819 | | | 67,217 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | (11,304 | ) | | 4,539 | | | 6,855 | | | 737 | | | — | | | 827 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of year | | 26,140 | | | 6 | | | 3,381 | | | 1,256 | | | — | | | 30,783 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, end of year | | $ | 14,836 | | | $ | 4,545 | | | $ | 10,236 | | | $ | 1,993 | | | $ | — | | | $ | 31,610 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | CONSOLIDATING STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2011 |
| | | | | | | | | | | | | | | | | | | | | | | | | (In thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Statements of Cash Flows | | Parent/ | | Co-Issuer | | Guarantor | | Non-Guarantor | | Consolidating | | Total |
| | | | | | | | | | | | | | | | | | | | | | | | | Issuer | Subsidiaries | Subsidiaries | Adjustments |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | $ | (36,875 | ) | | $ | 5,089 | | | $ | 15,186 | | | $ | (4,029 | ) | | $ | (16,246 | ) | | $ | (36,875 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Equity in income of subsidiaries | | (21,128 | ) | | — | | | — | | | — | | | 21,128 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Depreciation, depletion, and amortization | | 306 | | | 10,175 | | | 35,113 | | | — | | | — | | | 45,594 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accretion of asset retirement obligation and receivable | | — | | | 55 | | | 10,823 | | | — | | | — | | | 10,878 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of intangible assets and liabilities, net | | — | | | 621 | | | 36 | | | — | | | — | | | 657 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | 1,670 | | | 32 | | | 3,019 | | | — | | | — | | | 4,721 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss (gain) on sale of assets | | 3 | | | 189 | | | 448 | | | — | | | — | | | 640 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Amortization of deferred financing costs | | 1,485 | | | (21 | ) | | 1,051 | | | — | | | — | | | 2,515 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss on extinguishment of debt | | 7,873 | | | 9,073 | | | 84 | | | — | | | — | | | 17,030 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Gain on sales of investments | | — | | | — | | | (150 | ) | | — | | | — | | | (150 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Loss on derivative instruments | | 3,079 | | | — | | | — | | | — | | | — | | | 3,079 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivables, net | | (270 | ) | | 1,479 | | | 1,367 | | | (3,334 | ) | | 6,249 | | | 5,491 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Inventories | | — | | | (1,820 | ) | | (305 | ) | | — | | | — | | | (2,125 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Excess of black lung benefit obligation over trust assets | | 4,319 | | | — | | | — | | | — | | | — | | | 4,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable and accrued expenses | | 5,944 | | | (1,063 | ) | | (940 | ) | | 4,326 | | | (4,139 | ) | | 4,128 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenue | | — | | | (8,774 | ) | | (1,144 | ) | | — | | | — | | | (9,918 | ) |
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| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for workers’ compensation | | 1,248 | | | — | | | — | | | — | | | — | | | 1,248 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | Asset retirement obligations | | — | | | — | | | (6,510 | ) | | — | | | — | | | (6,510 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Accrual for postretirement medical benefits | | (2,879 | ) | | — | | | 1,132 | | | 104 | | | — | | | (1,643 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Pension and SERP obligations | | (3,741 | ) | | (50 | ) | | 2,520 | | | (7 | ) | | — | | | (1,278 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Other assets and liabilities | | 444 | | | (530 | ) | | 3,405 | | | 42 | | | (427 | ) | | 2,934 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Distributions received from subsidiaries | | 23,400 | | | — | | | — | | | — | | | (23,400 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) operating activities | | (15,122 | ) | | 14,455 | | | 65,135 | | | (2,898 | ) | | (16,835 | ) | | 44,735 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Additions to property, plant and equipment | | (797 | ) | | (2,119 | ) | | (24,678 | ) | | — | | | — | | | (27,594 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in restricted investments and bond collateral and reclamation deposits | | (1,713 | ) | | 2,580 | | | (6,853 | ) | | — | | | — | | | (5,986 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash payments related to acquisitions and other | | (4,000 | ) | | — | | | — | | | — | | | — | | | (4,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net proceeds from sales of assets | | — | | | — | | | 687 | | | — | | | — | | | 687 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Proceeds from the sale of investments | | — | | | — | | | 3,350 | | | — | | | — | | | 3,350 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Receivable from customer for property and equipment purchases | | — | | | — | | | (96 | ) | | — | | | — | | | (96 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | (6,510 | ) | | 461 | | | (27,590 | ) | | — | | | — | | | (33,639 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Change in book overdrafts | | (146 | ) | | 259 | | | (837 | ) | | — | | | — | | | (724 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings from long-term debt | | 142,500 | | | — | | | — | | | — | | | — | | | 142,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments of long-term debt | | (2,532 | ) | | (46,220 | ) | | (24,814 | ) | | — | | | — | | | (73,566 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Borrowings on revolving lines of credit | | — | | | 1,500 | | | 85,700 | | | — | | | — | | | 87,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Repayments on revolving lines of credit | | — | | | (1,500 | ) | | (104,100 | ) | | — | | | — | | | (105,600 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Debt issuance costs | | (6,042 | ) | | (9,077 | ) | | 100 | | | — | | | — | | | (15,019 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Exercise of stock options | | 422 | | | — | | | — | | | — | | | — | | | 422 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Dividends/distributions | | (21,301 | ) | | (10,700 | ) | | (11,700 | ) | | (1,000 | ) | | 23,400 | | | (21,301 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Transactions with Parent/affiliates | | (65,400 | ) | | 49,948 | | | 21,135 | | | 882 | | | (6,565 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by (used in) financing activities | | 47,501 | | | (15,790 | ) | | (34,516 | ) | | (118 | ) | | 16,835 | | | 13,912 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | 25,869 | | | (874 | ) | | 3,029 | | | (3,016 | ) | | — | | | 25,008 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of year | | 271 | | | 880 | | | 352 | | | 4,272 | | | — | | | 5,775 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents, end of year | | $ | 26,140 | | | $ | 6 | | | $ | 3,381 | | | $ | 1,256 | | | $ | — | | | $ | 30,783 | |
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