Exhibit 99.1
Item 6. Selected Financial Data.
The following table shows our selected financial and operating data for the periods and as of the dates indicated, which is derived from our consolidated financial statements. On October 5, 2010, we closed our IPO of 3,730,600 common units. In conjunction with the IPO, on September 29, 2010 Wexford became obligated to contribute their membership interests in Rhino Energy LLC to us. For ease of reference, we present the historical results of Rhino Energy LLC as our historical results which also includes the portion of fiscal year 2010 results prior to the IPO that contributed to the total 2010 figures presented below as a total for us. The selected historical consolidated financial data presented as of and for the years ended December 31, 2009 are derived from the audited historical consolidated financial statements of Rhino Energy LLC that are not included in this report. The selected historical consolidated financial data presented as of December 31, 2011 and 2010 are derived from our audited historical consolidated financial statements that are not included in this report. The selected historical consolidated financial data presented as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 are derived from our audited historical consolidated financial statements that are included elsewhere in this report.
The following selected consolidated financial data should be read in conjunction with “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.”
The following table presents a non-GAAP financial measure, Adjusted EBITDA, which we use in our business as it is an important supplemental measure of our performance and liquidity. Adjusted EBITDA represents net income before interest expense, income taxes and depreciation, depletion and amortization (“DD&A”), including our proportionate share of DD&A and interest expense for our Rhino Eastern joint venture that is accounted for under the equity method. Adjusted EBITDA also excludes the effect of certain non-cash and/or non-recurring items. This measure is not calculated or presented in accordance with GAAP. We explain this measure under “—Non-GAAP Financial Measure” and reconcile it to its most directly comparable financial measures calculated and presented in accordance with GAAP.
In addition, prior to the issuance of our 2013 financial statements, a determination was made that we had incorrectly calculated and reported our liability and costs for black lung benefits. We had previously accounted for our black lung benefit liability using an event driven approach. It was determined the we should have accounted for our black lung benefit liability using a service cost approach because this approach matches black lung costs over the service lives of the miners who ultimately receive black lung benefits. As a result, the following financial information as of and for the years ended December 31, 2012 and 2011 have been revised from the amounts previously reported to correctly report our liability and costs for black lung benefits. The financial data as of and for the years ending 2010 and 2009 have not been revised since the data to calculate the impact for these periods was not readily available.
Certain prior year amounts have also been reclassified from continuing operations to discontinued operations due to the sale of our Utica Shale property in March 2014. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” for more information regarding the same of our Utica Shale property.
| | For the Year Ended December 31, | |
(in thousands, except per unit and per ton data) | | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | |
Statement of Operations Data: | | | | | | | | | | | | | | | | |
Total revenues | | $ | 272,265 | | $ | 351,743 | | $ | 367,221 | | $ | 305,647 | | $ | 419,790 | |
Costs and Expenses: | | | | | | | | | | | |
Cost of operations (exclusive of depreciation, depletion and amortization) | | 199,705 | | 247,719 | | 267,603 | | 220,756 | | 336,335 | |
Freight and handling costs | | 1,294 | | 5,833 | | 4,329 | | 2,634 | | 3,991 | |
Depreciation, depletion and amortization | | 39,627 | | 41,274 | | 36,325 | | 34,108 | | 36,279 | |
Selling, general and administrative (exclusive of depreciation, depletion and amortization) | | 19,800 | | 20,442 | | 21,815 | | 16,449 | | 16,754 | |
Asset impairment loss | | 1,667 | | — | | — | | 652 | | — | |
(Gain) loss on sale/acquisition of assets—net | | (10,359 | ) | (4,890 | ) | (3,172 | ) | (10,716 | ) | 1,710 | |
Total costs and expenses | | 251,734 | | 310,378 | | 326,900 | | 263,883 | | 395,069 | |
Income from operations | | 20,531 | | 41,365 | | 40,321 | | 41,764 | | 24,721 | |
Interest and other income (expense): | | | | | | | | | | | |
Interest expense and other | | (7,898 | ) | (7,767 | ) | (6,062 | ) | (5,338 | ) | (6,222 | ) |
Interest income and other | | 207 | | 92 | | 51 | | 24 | | 70 | |
Equity in net income (loss) of unconsolidated affiliate | | (4,729 | ) | 5,757 | | 2,988 | | 4,699 | | 893 | |
Total interest and other income (expense) | | (12,420 | ) | (1,918 | ) | (3,023 | ) | (615 | ) | (5,259 | ) |
Income before income taxes from continuing operations | | 8,111 | | 39,447 | | 37,298 | | 41,149 | | 19,462 | |
Income tax | | — | | — | | — | | — | | — | |
Net income from continuing operations | | 8,111 | | 39,447 | | 37,298 | | 41,149 | | 19,462 | |
Income from discontinued operations | | 1,307 | | 88 | | — | | — | | — | |
Net income | | $ | 9,418 | | $ | 39,535 | | $ | 37,298 | | $ | 41,149 | | $ | 19,462 | |
Basic and diluted net income per limited partner common unit: (1) | | | | | | | | | | | |
Net income per unit from continuing operations | | $ | 0.29 | | $ | 1.39 | | $ | 1.40 | | $ | 0.22 | | n/a | |
Net income per unit from discontinued operations | | 0.04 | | 0.01 | | — | | — | | n/a | |
Net income per common unit, basic and diluted | | $ | 0.33 | | $ | 1.40 | | $ | 1.40 | | $ | 0.22 | | n/a | |
Distributions paid per limited partner unit | | $ | 1.78 | | $ | 1.85 | | 1.8108 | | n/a | | n/a | |
Weighted average number of limited partner common units outstanding: | | | | | | | | | | | |
Basic | | 15,751 | | 15,331 | | 13,725 | | 12,400 | | n/a | |
Diluted | | 15,760 | | 15,335 | | 13,744 | | 12,413 | | n/a | |
Balance Sheet Data: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 423 | | $ | 461 | | $ | 449 | | $ | 76 | | $ | 687 | |
Property and equipment, net | | 424,990 | | 433,791 | | 430,242 | | 282,577 | | 270,680 | |
Total assets | | 567,767 | | 559,876 | | 539,203 | | 358,645 | | 339,984 | |
Total liabilities | | 271,396 | | 260,082 | | 237,266 | | 111,028 | | 201,583 | |
Total debt - short term and long term | | 171,046 | | 163,549 | | 143,098 | | 36,528 | | 122,138 | |
Partners’ capital/Members’ equity | | $ | 296,371 | | $ | 299,794 | | $ | 301,937 | | $ | 247,617 | | $ | 138,401 | |
Operating Data (2): | | | | | | | | | | | |
Tons of coal sold | | 3,673 | | 4,670 | | 4,876 | | 4,306 | | 6,699 | |
Tons of coal produced/purchased | | 3,689 | | 4,699 | | 4,873 | | 4,312 | | 6,732 | |
Coal revenues per ton (3) | | $ | 64.42 | | $ | 65.22 | | $ | 68.47 | | $ | 67.32 | | $ | 59.98 | |
Cost of operations per ton (4) | | $ | 54.37 | | $ | 53.04 | | $ | 54.88 | | $ | 51.27 | | $ | 50.21 | |
Other Financial Data: | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 51,730 | | $ | 79,744 | | $ | 66,916 | | $ | 55,001 | | $ | 41,495 | |
Net cash used in investing activities | | (43,908 | ) | (58,404 | ) | (188,024 | ) | (37,644 | ) | (27,344 | ) |
Net cash (used in) provided by financing activities | | (7,860 | ) | (21,328 | ) | 121,481 | | (17,968 | ) | (15,401 | ) |
Adjusted EBITDA from continuing operations | | 59,239 | | 89,637 | | 81,221 | | 71,473 | | 63,643 | |
Total Adjusted EBITDA | | 63,528 | | 89,821 | | 81,221 | | 71,473 | | 63,643 | |
Capital expenditures (5) | | $ | 54,522 | | $ | 61,772 | | $ | 211,473 | | $ | 41,250 | | $ | 29,657 | |
(1) Basic and diluted earnings per unit for 2010 reflects the period from October 6, 2010 to December 31, 2010, which is the period that net income was attributable to us as a publicly traded partnership.
(2) In May 2008, we entered into a joint venture with an affiliate of Patriot that acquired the Rhino Eastern mining complex, which commenced production in August 2008. We have a 51% membership interest in, and serve as manager for, the Rhino Eastern joint venture. The operating data do not include data with respect to the Rhino Eastern mining complex. For the years ended December 31, 2013 and 2012, the joint venture produced and sold approximately 0.2 million tons and approximately 0.3 million tons, respectively, of premium mid-vol metallurgical coal
(3) Coal revenues per ton represent total coal revenues derived from the sale of coal from all business segments, divided by total tons of coal sold for all segments.
(4) Cost of operations per ton represents the cost of operations (exclusive of depreciation, depletion and amortization) from all business segments divided by total tons of coal sold for all segments.
(5) The following table presents a reconciliation of total capital expenditures to net cash used for capital expenditures on a historical basis for each of the periods indicated:
| | For the Year Ended December 31, | |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | |
| | (in thousands) | |
Reconciliation of total capital expenditures to net cash used for capital expenditures: | | | | | | | | | | | |
Additions to property, plant and equipment | | $ | 54,522 | | $ | 61,772 | | $ | 91,856 | | $ | 26,248 | | $ | 27,836 | |
Acquisitions of coal companies and coal properties | | — | | — | | 119,617 | | 15,002 | | — | |
Acquisition of roof bolt manufacturing company | | — | | — | | — | | — | | 1,821 | |
Total capital expenditures | | $ | 54,522 | | $ | 61,772 | | $ | 211,473 | | $ | 41,250 | | $ | 29,657 | |
Non-GAAP Financial Measure
The following tables present reconciliations of Adjusted EBITDA to the most directly comparable GAAP financial measures for each of the periods indicated. We believe the presentation of Adjusted EBITDA that includes our proportionate share of DD&A and interest expense for our Rhino Eastern joint venture is appropriate since our portion of Rhino Eastern’s net income that is recognized as a single line item in our financial statements is affected by these expense items. Since we do not reflect these proportionate expense items of DD&A and interest expense in our consolidated financial statements, we believe that the adjustment for these expense items in the Adjusted EBITDA calculation is more representative of how we review our results and also provides investors with additional information that they can use to evaluate our results. Adjusted EBITDA also excludes the effect of certain non-cash and/or non-recurring items.
Adjusted EBITDA should not be considered an alternative to net income, income from operations, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income, income from operations and cash flows from operating activities, and these measures may vary among other companies.
| | For the Year Ended December 31, | |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | |
| | (in thousands) | |
Reconciliation of Adjusted EBITDA to net income: | | | | | | | | | | | |
Net income from continuing operations | | $ | 8,111 | | $ | 39,447 | | $ | 37,298 | | $ | 41,149 | | $ | 19,462 | |
Plus: | | | | | | | | | | | |
Depreciation, depletion and amortization | | 39,627 | | 41,274 | | 36,325 | | 34,108 | | 36,279 | |
Interest expense | | 7,898 | | 7,767 | | 6,062 | | 5,338 | | 6,222 | |
Less: | | | | | | | | | | | |
Income tax benefit | | — | | — | | — | | — | | — | |
EBITDA from continuing operations(a) | | 55,636 | | 88,488 | | 79,685 | | 80,595 | | 61,964 | |
Plus: Rhino Eastern DD&A-51% | | 994 | | 1,070 | | 1,509 | | 1,630 | | 1,460 | |
Plus: Rhino Eastern interest expense-51% | | 8 | | 79 | | 27 | | 37 | | 219 | |
Less: Gain from Castle Valley acquisition(b) | | — | | — | | — | | (10,789 | ) | — | |
Plus: Non-cash write-off of mining equipment and asset impairment(c) | | 2,601 | | — | | — | | — | | — | |
Adjusted EBITDA from continuing operations(a) | | 59,239 | | 89,637 | | 81,221 | | 71,473 | | 63,643 | |
Net income from discontinued operations | | 1,307 | | 88 | | — | | — | | — | |
DD&A included in net income from discontinued operations | | 2,982 | | 96 | | — | | — | | — | |
Adjusted EBITDA | | $ | 63,528 | | $ | 89,821 | | $ | 81,221 | | $ | 71,473 | | $ | 63,643 | |
| | | | | | | | | | | |
Reconciliation of Adjusted EBITDA to net cash provided by operating activities: | | | | | | | | | | | |
Net cash provided by operating activities Plus: | | $ | 51,730 | | $ | 79,744 | | $ | 66,916 | | $ | 55,001 | | $ | 41,495 | |
Increase in net operating assets | | — | | — | | 8,466 | | 10,260 | | 17,190 | |
Decrease in provision for doubtful accounts | | — | | — | | 19 | | — | | — | |
Gain on sale of assets | | 10,359 | | 4,878 | | 3,172 | | — | | — | |
Gain on acquisition | | — | | — | | — | | 10,789 | | — | |
Gain on retirement of advance royalties | | — | | — | | — | | — | | — | |
Amortization of deferred revenue | | 1,553 | | 929 | | 532 | | — | | — | |
Amortization of actuarial gain | | 145 | | 295 | | — | | — | | — | |
Interest expense | | 7,898 | | 7,767 | | 6,062 | | 5,338 | | 6,222 | |
Settlement of litigation | | — | | — | | — | | — | | 1,773 | |
Equity in net income of unconsolidated affiliates | | — | | 5,757 | | 2,988 | | 4,699 | | 893 | |
Less: | | | | | | | | | | | |
Decrease in net operating assets | | 599 | | 3,330 | | — | | — | | — | |
Accretion on interest-free debt | | 57 | | 222 | | 210 | | 206 | | 200 | |
Amortization of advance royalties | | 270 | | 244 | | 1,104 | | 865 | | 215 | |
Amortization of debt issuance costs | | 1,295 | | 1,075 | | 1,043 | | 844 | | — | |
Increase in provision for doubtful accounts | | — | | — | | — | | — | | 19 | |
Equity-based compensation | | 605 | | 873 | | 727 | | 291 | | — | |
Loss on sale of assets | | — | | — | | — | | 73 | | 1,710 | |
Loss on asset impairments | | 1,667 | | — | | — | | 652 | | — | |
Loss on retirement of advance royalties | | 182 | | 100 | | 79 | | 396 | | 712 | |
Income tax benefit | | — | | — | | — | | — | | — | |
Accretion on asset retirement obligations | | 2,356 | | 1,896 | | 1,956 | | 2,165 | | 2,753 | |
Equity in net loss of unconsolidated affiliate | | 4,729 | | — | | — | | — | | — | |
Distributions from unconsolidated affiliate | | — | | 2,958 | | 3,351 | | — | | — | |
EBITDA(a) | | 59,925 | | 88,672 | | 79,685 | | 80,595 | | 61,964 | |
Plus: Rhino Eastern DD&A-51% | | 994 | | 1,070 | | 1,509 | | 1,630 | | 1,460 | |
Plus: Rhino Eastern interest expense-51% | | 8 | | 79 | | 27 | | 37 | | 219 | |
Less: Gain from Castle Valley acquisition(b) | | — | | — | | — | | (10,789 | ) | — | |
Plus: Non-cash write-off of mining equipment and asset impairment(c) | | 2,601 | | — | | — | | — | | — | |
Adjusted EBITDA(a) | | 63,528 | | 89,821 | | 81,221 | | 71,473 | | 63,643 | |
Less: Net income from discontinued operations | | (1,307 | ) | (88 | ) | — | | — | | — | |
Less: DD&A inlcuded in net income from dscontinued operations | | (2,982 | ) | (96 | ) | — | | — | | — | |
Adjusted EBITDA from continuing operations(a) | | $ | 59,239 | | $ | 89,637 | | $ | 81,221 | | $ | 71,473 | | $ | 63,643 | |
(a) Calculated based on actual amounts and not the rounded amounts presented in this table. Totals may not foot due to rounding.
(b) During 2010, we acquired certain assets for cash consideration of approximately $15.0 million from the Trustee of the Federal Bankruptcy Court charged with the sale of the C.W. Mining Company assets, located in Emery and Carbon Counties, Utah (referred to as our Castle Valley mining complex). Because the fair value of the assets acquired exceeded the purchase price, we recorded a non-cash gain of $10.8 million that is reflected in our 2010 financial results. A gain resulted from this acquisition since the assets were purchased in a distressed sale out of bankruptcy. Management believes that the isolation and presentation of this specific item to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how management assesses the performance of our business. Management believes the adjustment of this item provides investors with additional information that they can utilize in evaluating our performance. Additionally, management believes the isolation of this item provides investors with enhanced comparability to prior and future periods of our operating results.
(c) During the first quarter of 2013, we incurred a non-cash expense of approximately $0.9 million due to the write-off of a continuous miner that was damaged at one of our underground mines in Central Appalachia. In addition, during the fourth quarter of 2013, we made a strategic decision to permanently close the mining operations at our McClane Canyon mine in Colorado, which resulted in a non-cash impairment charge of approximately $1.7 million. We believe that the isolation and presentation of these specific items to arrive at Adjusted EBITDA is useful because it enhances investors’ understanding of how we assess the performance of our business. We believe the adjustment of these items provides investors with additional information that they can utilize in evaluating our performance. Additionally, we believe the isolation of these items provides investors with enhanced comparability to prior and future periods of our operating results.