Exhibit 99.1
FOR IMMEDIATE RELEASE | |
August 3, 2011 | |
| |
| Investor Contact: Paul Blalock |
| 604.608.2692 x 118 |
| paul.blalock@walterenergy.com |
| |
| Media Contact: Michael A. Monahan |
| 205.745.2628 |
| michael.monahan@walterenergy.com |
WALTER ENERGY ANNOUNCES SECOND QUARTER 2011 RESULTS
· Sells Record 2.7 Million Metric Tons of Metallurgical Coal; Up 73.6 Percent
· Generates GAAP Earnings per Share of $1.71; $2.36 per Diluted Share When Adjusted for Purchase Accounting and One-Time Charges
· Achieves Record Quarterly Consolidated Revenues of $773.0 Million from Continuing Operations, 88.3 Percent Increase From Second Quarter 2010
· Delivers 37.8 Percent EBITDA Growth to $267.6 Million
· Anticipates Second Half 2011 Metallurgical Coal Sales of Approximately 5.9 Million Metric Tons
· Expects 50 Percent Annual Metallurgical Coal Sales Volume Expansion by end of 2013
(Birmingham, Ala.) — Walter Energy (NYSE: WLT) (TSX: WLT), the world’s leading, publicly traded “pure play” producer of metallurgical coal for the global steel industry, today announced net income of $107.4 million for the quarter ended June 30, 2011 compared to $116.2 million in the second quarter 2010. Diluted earnings per share of $1.71 in the second quarter 2011 compares to earnings of $2.16 in the same period last year. Results for the prior-year period exclude results from the Company’s Western Coal Corp. (“Western”) and North River Mine operations, as these were not acquired until the second quarter 2011. Western had operations in Canada, the United Kingdom and West Virginia. The North River Mine is located in Alabama.
The acquisitions completed in this quarter of Western and the North River Mine resulted in the allocations of cost to acquired property, mineral interests and inventories in amounts in excess of the historical cost value of these assets. Depreciation and depletion of these costs, and the costs included in acquired inventories sold during the quarter, net of tax, totaled $44.2 million, partially offset by a $15.0 million, net of tax, gain on the initial investment in Western in the first quarter 2011. Non-recurring costs associated with the acquisitions incurred during the quarter amounted to $11.8 million, net of tax. Adjusted net income was $148.4 million, or $2.36 per diluted share after excluding the above-described costs.
“Walter Energy continues to execute on its long-term strategic plan to grow its met coal production base, highlighted by the acquisition of Western in April and our execution of lease agreements on 68 million metric tons of Blue Creek coal reserves in May,” said Joe Leonard, interim chief executive officer. “Those initiatives are beginning to show positive results as we increased met coal sales to a record 2.7 million
metric tons in the quarter, and we expect to grow total met coal sales volumes by an additional 50 percent by the end of 2013. In addition, we have further organic and bolt-on growth opportunities in our pipeline to continue increasing and diversifying our metallurgical coal production footprint over the course of this decade to carry on our outstanding track record of creating value for our shareholders.”
“During the quarter, we experienced difficult geology in Alabama and weather-related challenges at both our Alabama and Northeast British Columbia operations, which adversely affected production and sales results. We are putting these production issues behind us and expect to finish 2011 with second half met coal sales of approximately 5.9 million metric tons.”
Segment Presentation
The Company is reporting results in three segments. The U.S. Operations segment includes Walter Energy’s historical Underground Mining, Surface Mining and Walter Coke operating segments as well as the West Virginia mining operations acquired through the acquisition of Western on April 1, 2011 and, since May 7, 2011, the North River Mine. The Canadian and U.K. Operations segment includes mining operations in northeast British Columbia (Canada) and in South Wales (United Kingdom). These operations were also acquired through the acquisition of Western. The Other segment primarily includes corporate expenses.
Second Quarter 2011 Consolidated Financial and Operating Results
Consolidated revenues for the second quarter 2011 totaled $773.0 million, an 88.3 percent increase over the prior-year period. Revenue improvements were generated primarily by the addition of the Canada, West Virginia, U.K. and North River operations, and higher average metallurgical coal pricing at the U.S. operations.
Operating income totaled $153.6 million for the quarter compared to $170.2 million in the prior-year period. Operating income was lower than in the prior year, primarily as a result of the one-time charges mentioned above and higher per ton production costs, partially offset by operating income from the Canada, West Virginia and U.K. operations.
EBITDA for the second quarter 2011 was $267.6 million, compared to $194.1 million in the second quarter 2010. EBITDA improved in the current period primarily as a result of higher earnings acquired through the acquisition of Western and a gain in the value of the initial stock investment in Western acquired by the Company on January 20, 2011.
Walter Energy sold a record 2.7 million metric tons of metallurgical coal compared to 1.5 million metric tons of metallurgical coal sold in the previous year. Total metallurgical coal production volumes improved 58.7 percent to 2.5 million metric tons compared to the second quarter 2010. The increases in sales and production were primarily the result of tons from the Canada, West Virginia and Wales operations.
U.S. Operations
The U.S. Operations segment reported revenues of $506.9 million in the second quarter 2011, compared to $410.0 million in the prior-year period. Operating income was $168.7 million, down $13.4 million from the prior-year period. Revenues were higher primarily due to the addition of the West Virginia and North River mining operations and higher average metallurgical coal selling prices, partially offset by lower sales volumes from the underground Alabama operations. Operating income was lower primarily due to higher cost per ton associated with lower metallurgical production volumes in Alabama and increased freight expense, partially offset by higher average metallurgical coal pricing.
Metallurgical coal sales volumes from the U.S. operations totaled 1.5 million metric tons in the second quarter 2011, essentially even with the prior-year period. Sales volumes in the current period were constrained by metallurgical coal availability resulting from production impacts related to a geological ‘squeeze’ at Mine No. 7 and issues related to the April 27 Alabama tornadoes. Second quarter 2011 metallurgical coal sales prices at the U.S. operations averaged $236.37 per metric ton, up from $213.13 per
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metric ton in the prior-year period. Average pricing improvements were primarily the result of higher average second quarter contract pricing, partially offset by sales of 706,000 carryover tons with lower first quarter pricing in the current period. U.S. Operations produced 1.6 million metric tons of metallurgical coal in the quarter, up 4.7 percent from the second quarter 2010, as the addition of metallurgical coal production from West Virginia more than offset the impacts of production issues in Alabama. U.S. production costs were $75.16 per metric ton, up 13.2 percent from the second quarter 2010, primarily as a result of lower production volumes from the Alabama underground operations.
Canadian and U.K. Operations
The Company’s Canadian and U.K. Operations segment reported operating income of $12.4 million for the second quarter 2011 on revenues of $265.6 million. Operating income was adversely impacted by the purchase accounting adjustments described previously.
This segment sold 1.1 million metric tons of metallurgical coal in the second quarter 2011 at an average sales price of $231.54 per metric ton. The Canadian and U.K. Operations segment produced 0.9 million metric tons of metallurgical coal in the quarter at an average cost of $137.35 per metric ton. Challenging weather conditions and permit delays in Northeast British Columbia impacted sales and production volumes, as well as production costs, in the quarter. The permits have subsequently been received.
Other
The Other segment reported $15.6 million in higher operating losses from the prior-year period, primarily due to Western and North River acquisition costs.
Liquidity and Capital Expenditures
At June 30, 2011, the Company had available liquidity of approximately $424.0 million, consisting of cash, cash equivalents and marketable securities of $134.2 million, plus $289.7 million available under the Company’s $375 million revolver.
Capital expenditures for the quarter were $92.1 million, compared to $30.7 million for the second quarter last year. The increase in capital spending in the second quarter was primarily related to the expansion of the Canadian operations, with $51.7 million in spending at the Canadian and U.K. operations and $13.9 million in additional spending at the U.S. operations compared to the prior year.
Business Outlook
The Company anticipates second half 2011 metallurgical coal sales of approximately 5.9 million metric tons. Going forward, the Company expects annual metallurgical coal sales volume to grow by approximately 50 percent by the end of 2013.
Use of Non-GAAP Measures
This release contains the use of certain non-GAAP (U.S. Generally Accepted Accounting Principles) measures such as “adjusted earnings per diluted share” and “adjusted net income” as well as EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). These non-GAAP measures are provided as supplemental to, and not as replacement of nor equal to, financial measures prepared in accordance with GAAP. Management feels that these non-GAAP measures provide additional insights into the performance of the Company that they believe are helpful to investors and they reflect how management analyzes Company performance and compares that performance against other Companies. A reconciliation of non-GAAP to GAAP measures is provided in the financial section of this release.
Conference Call Web Cast
Interim Chief Executive Officer Joe Leonard, President — U.S. Operations Walt Scheller, President — Canadian and U.K. Operations Neil Winkelmann, Chief Accounting Officer Robert Kerley and other members
3
of the Company’s leadership team will discuss Walter Energy’s second quarter results, its outlook and other general business matters during a conference call and live Web cast to be held Thursday, August 4, 2011, at 9 a.m. Eastern Daylight Time. To listen to the event live or in archive, visit the Company Web site at www.walterenergy.com.
About Walter Energy
Walter Energy is the world’s leading, publicly traded “pure play” metallurgical coal producer for the global steel industry. The Company also produces thermal coal and industrial coal, anthracite, metallurgical coke and coal bed methane gas. The Company has strategic access to high-growth steel markets in Asia, South America and Europe. Walter Energy employs approximately 4,400 employees and contractors with operations in the United States, Canada and United Kingdom. For more information about Walter Energy, please visit the company website at www.walterenergy.com.
Safe Harbor Statement
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and may involve a number of risks and uncertainties. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. Forward-looking statements include expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will,” and similar terms and expressions. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: the market demand for coal, coke and natural gas as well as changes in pricing and costs; the availability of raw material, labor, equipment and transportation; changes in weather and geologic conditions; changes in extraction costs, pricing and assumptions and projections concerning reserves in our mining operations; changes in customer orders; pricing actions by our competitors, customers, suppliers and contractors; changes in governmental policies and laws, including with respect to safety enhancements and environmental initiatives; availability and costs of credit, surety bonds and letters of credit; and changes in general economic conditions. Forward-looking statements made by us in this release, or elsewhere, speak only as of the date on which the statements were made. See also the “Risk Factors” in our 2010 Annual Report on Form 10-K and subsequent filings with the SEC which are currently available on our website at www.walterenergy.com. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or our anticipated results. We have no duty to, and do not intend to, update or revise the forward-looking statements in this release, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this press release may not occur. All data presented herein is as of the date of this release unless otherwise noted.
- WLT -
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WALTER ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share and share amounts)
Unaudited
| | For the three months | |
| | ended June 30, | |
| | 2011 (1) | | 2010 | |
Revenues: | | | | | |
Sales | | $ | 766,716 | | $ | 405,709 | |
Miscellaneous income | | 6,284 | | 4,913 | |
| | 773,000 | | 410,622 | |
| | | | | |
Costs and expenses: | | | | | |
Cost of sales (exclusive of depreciation and depletion) | | 462,061 | | 184,086 | |
Depreciation and depletion | | 89,426 | | 23,885 | |
Selling, general and administrative (2) | | 57,521 | | 22,057 | |
Postretirement benefits | | 10,343 | | 10,361 | |
| | 619,351 | | 240,389 | |
| | | | | |
Operating income | | 153,649 | | 170,233 | |
Interest expense | | (32,047 | ) | (4,164 | ) |
Interest income | | 160 | | 277 | |
Other income (3) | | 24,503 | | — | |
Income from continuing operations before income taxes | | 146,265 | | 166,346 | |
Income tax expense | | 38,907 | | 50,236 | |
Income from continuing operations | | 107,358 | | 116,110 | |
Discontinued operations (4) | | — | | 53 | |
Net income | | $ | 107,358 | | $ | 116,163 | |
| | | | | |
Basic income per share: | | | | | |
Income from continuing operations | | $ | 1.72 | | $ | 2.18 | |
Discontinued operations | | — | | — | |
| | | | | |
Net income | | $ | 1.72 | | $ | 2.18 | |
| | | | | |
Weighted average number of shares outstanding (5) | | 62,312,691 | | 53,363,356 | |
| | | | | |
Diluted income per share: | | | | | |
Income from continuing operations | | $ | 1.71 | | $ | 2.16 | |
Discontinued operations | | — | | — | |
| | | | | |
Net income | | $ | 1.71 | | $ | 2.16 | |
| | | | | |
Weighted average number of diluted shares outstanding (5) | | 62,706,063 | | 53,869,762 | |
(1) Includes the results of Western since the date of acquisition of April 1, 2011 as well as the effect of related purchase accounting as detailed within the Supplemental Information exhibits.
(2) The 2011 second quarter includes $7.2 million of costs associated with the acquisition of Western.
(3) The 2011 second quarter includes a gain recognized on April 1, 2011 of $20.6 million as a result of remeasuring to fair value Western shares acquired from Audley Capital in January 2011 .
(4) Discontinued operations includes the results of our closed Homebuilding and Kodiak operations for the second quarter 2010.
(5) The 2011 second quarter weighted average number of shares outstanding includes the issuance of 8,951,558 common shares on April 1, 2011 in connection with the acquisition of Western.
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WALTER ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share and share amounts)
Unaudited
| | For the six months | |
| | ended June 30, | |
| | 2011 (1) | | 2010 | |
Revenues: | | | | | |
Sales | | $ | 1,173,291 | | $ | 713,819 | |
Miscellaneous income | | 8,443 | | 8,852 | |
| | 1,181,734 | | 722,671 | |
| | | | | |
Costs and expenses: | | | | | |
Cost of sales (exclusive of depreciation and depletion) | | 680,521 | | 373,597 | |
Depreciation and depletion | | 117,784 | | 46,054 | |
Selling, general and administrative (2) | | 89,403 | | 40,750 | |
Postretirement benefits | | 20,610 | | 20,730 | |
| | 908,318 | | 481,131 | |
| | | | | |
Operating income | | 273,416 | | 241,540 | |
Interest expense | | (35,603 | ) | (8,941 | ) |
Interest income | | 316 | | 458 | |
Other income (3) | | 24,503 | | — | |
Income from continuing operations before income taxes | | 262,632 | | 233,057 | |
Income tax expense | | 73,461 | | 74,252 | |
Income from continuing operations | | 189,171 | | 158,805 | |
Discontinued operations (4) | | — | | (1,091 | ) |
Net income | | $ | 189,171 | | $ | 157,714 | |
| | | | | |
Basic income per share: | | | | | |
Income from continuing operations | | $ | 3.24 | | $ | 2.98 | |
Discontinued operations | | — | | (0.02 | ) |
| | | | | |
Net income | | $ | 3.24 | | $ | 2.96 | |
| | | | | |
Weighted average number of shares outstanding (5) | | 58,389,805 | | 53,365,768 | |
| | | | | |
Diluted income per share: | | | | | |
Income from continuing operations | | $ | 3.22 | | $ | 2.94 | |
Discontinued operations | | — | | (0.02 | ) |
| | | | | |
Net income | | $ | 3.22 | | $ | 2.92 | |
| | | | | |
Weighted average number of diluted shares outstanding (5) | | 58,759,784 | | 53,949,123 | |
(1) | Includes the results of Western since the date of acquisition of April 1, 2011 as well as the effect of related purchase accounting as detailed within the Supplemental Information exhibits. |
| |
(2) | The 2011 period includes $17.1 million of costs associated with the acquisition of Western. |
| |
(3) | The 2011 period includes a gain recognized on April 1, 2011 of $20.6 million as a result of remeasuring to fair value Western shares acquired from Audley Capital in January 2011. |
| |
(4) | Discontinued operations includes the results of our closed Homebuilding and Kodiak operations for the 2010 period. |
| |
(5) | The 2011 period weighted average number of shares outstanding includes the issuance of 8,951,558 common shares on April 1, 2011 in connection with the acquisition of Western. |
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WALTER ENERGY, INC. AND SUBSIDIARIES
RESULTS BY OPERATING SEGMENT
($ in thousands)
Unaudited
| | For the three months | | For the six months | |
| | ended June 30, | | ended June 30, | |
| | 2011 | | 2010 | | 2011 | | 2010 | |
| | | | | | | | | |
REVENUES: (1) | | | | | | | | | |
U.S. Operations | | $ | 506,852 | | $ | 410,034 | | $ | 914,788 | | $ | 721,305 | |
Canadian and U.K. Operations | | 265,575 | | — | | 265,575 | | — | |
Other | | 573 | | 588 | | 1,371 | | 1,366 | |
Revenues | | $ | 773,000 | | $ | 410,622 | | $ | 1,181,734 | | $ | 722,671 | |
| | | | | | | | | |
OPERATING INCOME (LOSS): (1) | | | | | | | | | |
U.S. Operations | | $ | 168,671 | | $ | 182,067 | | $ | 307,644 | | $ | 261,492 | |
Canadian and U.K. Operations | | 12,448 | | — | | 12,448 | | — | |
Other (2) | | (27,470 | ) | (11,834 | ) | (46,676 | ) | (19,952 | ) |
Operating income | | $ | 153,649 | | $ | 170,233 | | $ | 273,416 | | $ | 241,540 | |
| | | | | | | | | |
DEPRECIATION AND DEPLETION: (1) | | | | | | | | | |
U.S. Operations | | $ | 39,269 | | $ | 23,798 | | $ | 67,438 | | $ | 45,890 | |
Canadian and U.K. Operations | | 49,965 | | — | | 49,965 | | — | |
Other | | 192 | | 87 | | 381 | | 164 | |
Depreciation and Depletion | | $ | 89,426 | | $ | 23,885 | | $ | 117,784 | | $ | 46,054 | |
| | | | | | | | | |
CAPITAL EXPENDITURES: (1) | | | | | | | | | |
U.S. Operations | | $ | 40,684 | | $ | 26,784 | | $ | 84,820 | | $ | 40,861 | |
Canadian and U.K. Operations | | 51,699 | | — | | 51,699 | | — | |
Other | | (259 | ) | 3,919 | | (102 | ) | 4,179 | |
Capital Expenditures | | $ | 92,124 | | $ | 30,703 | | $ | 136,417 | | $ | 45,040 | |
(1) Beginning in the second quarter of 2011 the Company reports all operations located in the U.S. under the U.S. Operations segment which includes Walter Energy’s historical operating segments of Underground Mining, Surface Mining and Walter Coke along with the West Virginia mining operations acquired through the acquisition of Western on April 1, 2011. The Company reports its mining operations located in northeast British Columbia (Canada) and South Wales (United Kingdom), both acquired through the Western Coal acquisition, under the Canadian and U.K. Operations segment. The Other segment primarily includes corporate expenses.
(2) Amounts for the three and six months ended June 30, 2011 include $7.2 million and $17.1 million, respectively, of costs associated with the April 1, 2011 acquisition of Western.
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WALTER ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
Unaudited
| | For the three months | | For the six months | |
| | ended June 30, | | ended June 30, | |
| | 2011 (1) | | 2010 | | 2011 (1) | | 2010 | |
Operating Data (per metric ton): | | | | | | | | | |
| | | | | | | | | |
U.S. Operations: | | | | | | | | | |
| | | | | | | | | |
Metallurgical Coal | | | | | | | | | |
Tons of coal sold (in thousands) | | 1,549 | | 1,542 | | 3,036 | | 3,156 | |
Average selling price per ton | | $ | 236.37 | | $ | 213.13 | | $ | 224.97 | | $ | 175.94 | |
Tons of coal produced (in thousands) | | 1,648 | | 1,574 | | 3,148 | | 3,133 | |
Coal production costs per ton (2) | | $ | 75.16 | | $ | 66.37 | | $ | 75.77 | | $ | 65.24 | |
| | | | | | | | | |
Thermal Coal | | | | | | | | | |
Tons of coal sold (in thousands) | | 1,014 | | 288 | | 1,335 | | 573 | |
Average selling price per ton | | $ | 73.69 | | $ | 80.82 | | $ | 78.73 | | $ | 82.68 | |
Tons of coal produced (in thousands) | | 881 | | 275 | | 1,150 | | 532 | |
Coal production costs per ton (2) | | $ | 63.15 | | $ | 77.17 | | $ | 67.43 | | $ | 70.18 | |
| | | | | | | | | |
Canadian and U.K. Operations: | | | | | | | | | |
| | | | | | | | | |
Metallurgical Coal | | | | | | | | | |
Tons of coal sold (in thousands) | | 1,128 | | — | | 1,128 | | — | |
Average selling price per ton | | $ | 231.54 | | $ | — | | $ | 231.54 | | $ | — | |
Tons of coal produced (in thousands) | | 850 | | — | | 850 | | — | |
Coal production costs per ton (2) | | $ | 137.35 | | $ | — | | $ | 137.35 | | $ | — | |
| | | | | | | | | |
Combined Mining Operations: | | | | | | | | | |
| | | | | | | | | |
Tons of metallurgical coal sold (in thousands) (3) | | 2,677 | | 1,542 | | 4,164 | | 3,156 | |
Tons of metallurgical coal produced (in thousands) (3) | | 2,498 | | 1,574 | | 3,998 | | 3,133 | |
Tons of thermal coal sold (in thousands) (3) | | 1,033 | | 288 | | 1,354 | | 573 | |
Tons of thermal coal produced (in thousands) (3) | | 906 | | 275 | | 1,175 | | 532 | |
(1) Includes results of Western since the date of acquisition, April 1, 2011.
(2) Coal production costs per ton are a component of inventoriable costs, including depreciation. Other costs not included in coal production costs per ton include depletion of mineral interests, Company-paid outbound freight, postretirement benefits, asset retirement obligation expenses, royalties, and Black Lung excise taxes.
(3) Combined mining operations include thermal coal tons sold of 19,000 and 25,000 produced from the Canadian and U.K. Operations segment for the three and six month periods ended June 30, 2011.
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CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
Unaudited
| | As of | |
| | June 30, | | December 31, | |
| | 2011 (1) (2) | | 2010 | |
ASSETS | | | | | |
Cash and cash equivalents | | $ | 134,211 | | $ | 293,410 | |
Receivables, net | | 332,512 | | 143,238 | |
Inventories | | 200,885 | | 97,631 | |
Deferred income taxes | | 46,338 | | 62,371 | |
Prepaid expenses | | 67,909 | | 28,179 | |
Investments | | 70,060 | | — | |
Other current assets | | 47,209 | | 10,710 | |
Total current assets | | 899,124 | | 635,539 | |
Mineral interests, net | | 4,393,313 | | 17,305 | |
Property, plant and equipment, net | | 1,453,112 | | 772,696 | |
Deferred income taxes | | — | | 149,520 | |
Goodwill | | 251,035 | | — | |
Other long-term assets | | 153,766 | | 82,705 | |
TOTAL ASSETS | | $ | 7,150,350 | | $ | 1,657,765 | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
Current debt | | $ | 81,976 | | $ | 13,903 | |
Accounts payable | | 134,162 | | 70,692 | |
Accrued expenses | | 217,836 | | 52,399 | |
Accumulated postretirement benefits obligation | | 25,379 | | 24,753 | |
Other current liabilities | | 42,844 | | 32,100 | |
Total current liabilities | | 502,197 | | 193,847 | |
Long-term debt | | 2,386,769 | | 154,570 | |
Deferred income taxes | | 1,409,412 | | — | |
Accumulated postretirement benefits obligation | | 463,917 | | 451,348 | |
Other long-term liabilities | | 363,030 | | 262,934 | |
TOTAL LIABILITIES | | 5,125,325 | | 1,062,699 | |
STOCKHOLDERS’ EQUITY | | 2,025,025 | | 595,066 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 7,150,350 | | $ | 1,657,765 | |
(1) Includes accounts of Western acquired on April 1, 2011. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. A full and detailed valuation of the assets and liabilities is being completed and certain information and analysis remains pending at this time. Accordingly, the allocation is preliminary and is expected to change as additional information becomes available and is assessed by the Company. The impact of such changes may be material.
(2) In January 2011, we acquired approximately 25.3 million common shares of Western from funds advised by Audley Capital for $293.7 million in cash. On April 1, 2011 we acquired the remaining common shares of Western for $3.4 billion, funded through $2.2 billion in long-term debt and the issue of approximately 9.0 million common shares of Walter Energy, Inc. valued at $1.2 billion.
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WALTER ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2011
($ in thousands)
Unaudited
| | | | | | | | | | | | Accumulated | |
| | | | | | Capital in | | | | | | Other | |
| | | | Common | | Excess of | | Comprehensive | | Retained | | Comprehensive | |
| | Total | | Stock | | Par Value | | Income | | Earnings | | Loss | |
| | | | | | | | | | | | | |
Balance at December 31, 2010 | | $ | 595,066 | | $ | 531 | | $ | 355,540 | | | | $ | 411,383 | | $ | (172,388 | ) |
| | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | |
Net income | | 189,171 | | | | | | $ | 189,171 | | 189,171 | | | |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Change in pension and postretirement benefit plans | | 6,234 | | | | | | 6,234 | | | | 6,234 | |
Change in unrealized loss on investment | | (4,494 | ) | | | | | (4,494 | ) | | | (4,494 | ) |
Change in unrealized loss on hedges | | (713 | ) | | | | | (713 | ) | | | (713 | ) |
Change in foreign currency translation adjustment | | (1,101 | ) | | | | | (1,101 | ) | | | (1,101 | ) |
Comprehensive income | | | | | | | | $ | 189,097 | | | | | |
| | | | | | | | | | | | | |
Stock issued upon the exercise of stock options | | 5,924 | | 3 | | 5,921 | | | | | | | |
Dividends paid, $0.25 per share | | (14,434 | ) | | | | | | | (14,434 | ) | | |
Stock-based compensation | | 5,328 | | | | 5,328 | | | | | | | |
Excess tax benefit from stock-based compensation arrangements | | 8,780 | | | | 8,780 | | | | | | | |
Issuance of common stock in connection with the Western acquisition | | 1,224,126 | | 90 | | 1,224,036 | | | | | | | |
Replacement stock options and warrants issued in connection with the Western acquisition | | 16,302 | | — | | 16,302 | | | | | | | |
Other | | (5,164 | ) | — | | (5,164 | ) | | | | | | |
Balance at June 30, 2011 | | $ | 2,025,025 | | $ | 624 | | $ | 1,610,743 | | | | $ | 586,120 | | $ | (172,462 | ) |
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WALTER ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
Unaudited
| | For the six months ended June 30, | |
| | 2011 (1) | | 2010 | |
| | | | | |
OPERATING ACTIVITIES | | | | | |
Net income | | $ | 189,171 | | $ | 157,714 | |
Loss from discontinued operations | | — | | 1,091 | |
Income from continuing operations | | 189,171 | | 158,805 | |
| | | | | |
Adjustments to reconcile income from continuing operations to net cash flows provided by operating activities: | | | | | |
Depreciation and depletion | | 117,784 | | 46,054 | |
Deferred income tax | | (14,840 | ) | 73,108 | |
Gain on investment in Western Coal Corp. | | (20,553 | ) | — | |
Other | | 27,521 | | 5,485 | |
| | | | | |
Decrease (increase) in assets, net of effect of business acquisitions: | | | | | |
Receivables | | (61,301 | ) | (65,865 | ) |
Inventories | | 14,660 | | 19,562 | |
Other current assets | | 30 | | 4,555 | |
Increase (decrease) in liabilities, net of effect of business acquisitions: | | | | | |
Accounts payable | | (29,612 | ) | 18,879 | |
Accrued expenses and other current liabilities | | 36,769 | | 98 | |
Cash flows provided by operating activities | | 259,629 | | 260,681 | |
| | | | | |
INVESTING ACTIVITIES | | | | | |
Additions to property, plant and equipment | | (136,417 | ) | (45,040 | ) |
Acquisition of Western Coal Corp., net of cash acquired | | (2,432,693 | ) | — | |
Acquisition of HighMount Exploration & Production Alabama, LLC | | — | | (209,964 | ) |
Other | | 5,286 | | (5,236 | ) |
Cash flows used in investing activities | | (2,563,824 | ) | (260,240 | ) |
| | | | | |
FINANCING ACTIVITIES | | | | | |
Proceeds from issuance of debt | | 2,350,000 | | — | |
Borrowings under revolving credit agreement | | 41,461 | | — | |
Repayments on revolving credit agreement | | (20,725 | ) | — | |
Retirements of debt | | (153,310 | ) | (8,727 | ) |
Dividends paid | | (14,434 | ) | (12,044 | ) |
Purchases of stock under stock repurchase program | | — | | (53,543 | ) |
Debt issuance costs | | (80,027 | ) | — | |
Other | | 21,496 | | 5,953 | |
Cash flows provided by (used in) financing activities | | 2,144,461 | | (68,361 | ) |
Cash flows used in continuing operations | | (159,734 | ) | (67,920 | ) |
| | | | | |
CASH FLOWS FROM DISCONTINUED OPERATIONS | | | | | |
Cash flows used in operating activities | | — | | (4,735 | ) |
Cash flows provided by investing activities | | — | | 2,294 | |
Cash flows provided by (used in) financing activities | | — | | — | |
Cash flows used in discontinued operations | | — | | (2,441 | ) |
| | | | | |
Net decrease in cash and cash equivalents | | $ | (159,734 | ) | $ | (70,361 | ) |
| | | | | |
Cash and cash equivalents at beginning of period | | $ | 293,410 | | $ | 165,279 | |
Add: Cash and cash equivalents of discontinued operations at beginning of period | | 535 | | 1,254 | |
Net decrease in cash and cash equivalents | | (159,734 | ) | (70,361 | ) |
Less: Cash and cash equivalents of discontinued operations at end of period | | — | | 470 | |
Cash and cash equivalents at end of period | | $ | 134,211 | | $ | 95,702 | |
(1) Includes the results of Western since the date of acquisition, April 1, 2011.
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WALTER ENERGY, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
Unaudited
RECONCILIATION OF EBITDA TO AMOUNTS REPORTED UNDER US GAAP:
| | For the three months ended | | For the six months ended | |
| | June 30, | | June 30, | |
($ in thousands) | | 2011 | | 2010 | | 2011 | | 2010 | |
| | | | | | | | | |
Net income | | $ | 107,358 | | $ | 116,163 | | $ | 189,171 | | $ | 157,714 | |
Add interest expense | | 32,047 | | 4,164 | | 35,603 | | 8,941 | |
Less interest income | | (160 | ) | (277 | ) | (316 | ) | (458 | ) |
Add income tax expense | | 38,907 | | 50,236 | | 73,461 | | 74,252 | |
Add depreciation and depletion expense | | 89,426 | | 23,885 | | 117,784 | | 46,054 | |
(Income) loss from discontinued operations | | — | | (53 | ) | — | | 1,091 | |
Earnings from continuing operations before interest, income taxes, and depreciation and depletion (EBITDA) (1) | | $ | 267,578 | | $ | 194,118 | | $ | 415,703 | | $ | 287,594 | |
RECONCILIATION OF ADJUSTED NET INCOME AND EARNINGS PER SHARE TO AMOUNTS REPORTED UNDER US GAAP:
| | For the three | | Impact on | |
| | months ended | | Fully Diluted | |
| | June 30, 2011 | | Earnings | |
| | ($ in millions) | | Per Share | |
Net income | | $ | 107.4 | | $ | 1.71 | |
| | | | | |
Adjustments for purchase accounting and other one-time items (net of tax): | | | | | |
Add increased depreciation and depletion on acquisition costs allocated to property and mineral interests in excess of historical costs | | 27.2 | | 0.43 | |
Add acquisition costs allocated to inventories acquired and sold in the period in excess of historical costs | | 17.0 | | 0.27 | |
Add acquisition and integration costs | | 8.1 | | 0.13 | |
Less gain on investment in Western shares | | (15.0 | ) | (0.24 | ) |
Add other non-recurring corporate expenses | | 3.7 | | 0.06 | |
Total adjustments | | 41.0 | | 0.65 | |
| | | | | |
Adjusted net income and adjusted diluted earnings per share (2) | | $ | 148.4 | | $ | 2.36 | |
| | | | | |
Weighted average number of diluted shares outstanding | | | | 62,706,063 | |
(1) EBITDA is defined as earnings from continuing operations before interest expense, interest income, income taxes, and depreciation and depletion expense. EBITDA is a financial measure which is not calculated in conformity with U.S. Generally Accepted Accounting Principles (GAAP) and should be considered supplemental to, and not as a substitute or superior to financial measures calculated in conformity with GAAP. We believe that EBITDA is a useful measure as some investors and analysts use EBITDA to compare us against other companies and to help analyze our ability to satisfy principal and interest obligations and capital expenditure needs. EBITDA may not be comparable to similarly titled measures used by other entities.
(2) Adjusted net income and adjusted diluted earnings per share are financial measures which are not calculated in conformity with U.S. Generally Accepted Accounting Principles (GAAP) and should be considered supplemental to, and not as a substitute or superior to financial measures calculated in conformity with GAAP. We believe that these measure are useful as some investors and analysts look to compare our current quarter results against those of past quarters and those of other companies to help evaluate our overall operating results.
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