WESTMORELAND COAL Co - FORM 8-K - EX-99.3

Attached files

file	filename
8-K - 8-K - WESTMORELAND COAL Co	d664520d8k.htm
EX-99.1 - EX-99.1 - WESTMORELAND COAL Co	d664520dex991.htm
EX-99.2 - EX-99.2 - WESTMORELAND COAL Co	d664520dex992.htm
EX-99.4 - EX-99.4 - WESTMORELAND COAL Co	d664520dex994.htm
EX-99.5 - EX-99.5 - WESTMORELAND COAL Co	d664520dex995.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Westmoreland Coal Company and the historical financial statements of the Sherritt Subsidiaries and has been prepared to reflect the Sherritt Acquisition. They are presented for illustrative purposes only and may not be indicative of the combined company’s financial position or results of operations that would have actually occurred had the Sherritt Acquisition been completed at or as of the dates indicated, nor is it indicative of our future operating results or financial position. The data in the unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2013 assume the Sherritt Acquisition was completed on that date. The data in the unaudited pro forma condensed combined consolidated statements of operations for the twelve months ended September 30, 2013, the nine months ended September 30, 2013 and 2012 and the year ended December 31, 2012 assume the Sherritt Acquisition was completed as of January 1, 2012.

The unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the other materials filed with this Current Report on Form 8-K.

The Sherritt Acquisition will be accounted for as a business combination in accordance with FASB ASC Topic 805. For purposes of this unaudited pro forma condensed combined financial information, the Sherritt Acquisition price has been allocated to the tangible assets acquired and liabilities assumed based on a preliminary estimate of those assets and liabilities. The actual amounts recorded upon finalization of the purchase price allocation may differ materially from the information presented in the accompanying unaudited pro forma condensed combined financial information. Our financial statements issued after the completion of the Sherritt Acquisition will reflect such fair values, which may materially differ from the amounts allocated to such tangible and intangible assets and liabilities in the historical financial statements of the Sherritt Subsidiaries and will determine a new basis in such assets and liabilities that will be reflected in our accounting. In addition, the Sherritt Acquisition will result in an increase in our leverage, leading to an increase in interest expense. As a result, amounts presented in our future consolidated financial statements and footnotes will not be comparable with those of historical periods and with the pro forma financial statements included in this offering memorandum.

The financial statements provided to us in respect of the Sherritt Subsidiaries (which form the basis of the unaudited pro forma combined financial information) were prepared in accordance with IFRS, and therefore are not directly comparable to our financial statements which are prepared in accordance with GAAP. Adjustments were made to the Sherritt Subsidiaries’ financial statements from IFRS to GAAP by evaluating and documenting the existing differences between IFRS and GAAP. IFRS is a set of accounting principles more focused on objectives and principles and less reliant on detailed rules than GAAP. There are significant and material differences in several key areas between GAAP and IFRS which would affect Westmoreland. Additionally, GAAP provides specific guidance in classes of accounting transactions for which equivalent guidance in IFRS does not exist. Adjustments were also made to convert Canadian dollars to US dollars based on historical exchange rates, which may differ from future exchange rates.

The integration of the businesses we are acquiring in the Sherritt Acquisition may not achieve the desired results. The unaudited pro forma condensed combined consolidated statements of operations and the unaudited pro forma condensed combined consolidated balance sheet do not reflect the cost of any integration activities or benefits from the Sherritt Acquisition and synergies that may be derived from any integration activities, both of which may have a material effect on the consolidated results of operations in periods following the completion of the Sherritt Acquisition.

Once the necessary due diligence has been completed, the final purchase price has been determined and the purchase price adjustments have been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed combined consolidated financial information.


	Westmoreland Coal Company Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2013
	PMRL and CVRI Historical		Removal of Royalty and Highvale^(a)			IFRS to GAAP, Currency Adjustments, and Re- classifications ^(b)			PMRL and CVRI Adjusted		Westmoreland Historical		Pro forma adjustments related to financing			Pro forma adjustment related to acquisition			Total Pro forma
	(CAD in thousands)								(USD in thousands)
Assets
Current assets:
Cash and cash equivalents	$	794	$	—		$	(794	)	$	—	$	45,487	$	314,013	^(c)	$	(359,500	)^(g)	$	—
Receivables:
Trade		53,313		(3,750	)		(2,653	)		46,910		67,313		—			—			114,223
Contractual third party reclamation receivables		—		—			—			—		11,230		—			—			11,230
Other		—		—			—			—		4,436		—			—			4,436

		53,313		(3,750	)		(2,653	)		46,910		82,979		—			—			129,889

Inventories		132,382		—			(14,840	)		117,542		39,334		—			—			156,876
Leases and loans receivable		20,178		—			(7,214	)		12,964		—		—			—			12,964
Deferred tax assets		—		—			21,871			21,871		—		—			7,569	^(h)		29,440
Other current assets		15,540		(18	)		(482	)		15,040		21,220		—			(5,818	)^(h)		30,442

Total current assets		222,207		(3,768	)		(4,112	)		214,326		189,020		314,013			(357,749	)		359,611

Property, plant and equipment:
Land and mineral rights		—		—			—			—		263,181		—			237,835	^(h)		501,016
Plant and equipment		1,459,654		—			(114,337	)		1,345,317		656,718		—			(1,237,409	)^(h)		764,626

		1,459,654		—			(114,337	)		1,345,317		919,899		—			(999,574	)		1,265,642
Less accumulated depreciation, depletion and amortization		1,001,835		—			(172,252	)		829,583		430,809		—			(829,583	)^(h)		430,809

Net property, plant and equipment		457,819		—			57,916			515,735		489,090		—			(169,992	)		834,833

Advanced coal royalty		—		—			—			—		4,936		—			—			4,936
Reclamation deposits		—		—			—			—		74,403		—			—			74,403
Restricted investments and bond collateral		—		—			—			—		87,219		—			58,000	^(g)		145,219
Contractual third party reclamation receivables		—		—			—			—		80,679		—			—			80,679
Intangible assets		610,552		(419,988	)		(8,615	)		181,949		1,941		—			(181,949	)^(h)		1,941
Deferred tax assets		—		—			8,542			8,542		—		—			(8,542	)^(h)		—
Leases and loans receivable		177,330		—			(83,193	)		94,137		—		—			—			94,137
Other assets		16,659		—			33,875			50,534		12,551		16,293	^(d)		(42,730	)^(h)		36,648
Goodwill		—		—			275,587			275,587		—		—			(275,587	)^(h)		—

Total Assets	$	1,484,567	$	(423,756	)	$	280,000		$	1,340,810	$	939,839	$	330,306		$	(978,548	)	$	1,632,407


	Westmoreland Coal Company Unaudited Pro Forma Condensed Combined Balance Sheet As of September 30, 2013
	PMRL and CVRI Historical			Removal of Royalty and Highvale^(a)			IFRS to GAAP, Currency Adjustments, and Re- classifications ^(b)			PMRL and CVRI Adjusted			Westmoreland Historical			Pro forma adjustments related to financing			Pro forma adjustment related to acquisition			Total Pro forma
	(CAD in thousands)									(USD in thousands)
Liabilities and Shareholders’ Deficit
Current liabilities:
Current installments of long-term debt	$	—		$	—		$	42,908		$	42,908		$	22,125		$	(18,000	)^(e)	$	—		$	47,033
Trade payables		78,071			(818	)		(3,488	)		73,765			60,650			—			—			134,415
Production taxes		—			—			—			—			44,745			—			—			44,745
Workers’ compensation		—			—			—			—			805			—			—			805
Postretirement medical benefits		—			—			—			—			14,068			—			—			14,068
SERP		—			—			—			—			390			—			—			390
Deferred revenue		—			—			—			—			12,462			—			—			12,462
Asset retirement obligation		21,081			—			(584	)		20,497			25,038			—			7,649	^(h)		53,184
Other current liabilities		70,920			(34	)		(66,137	)		4,749			4,663			—			(4,749	)^(h)		4,663

Total current liabilities		170,072			(852	)		(27,301	)		141,919			184,946			(18,000	)		2,899			311,765

Long-term debt, less current installments		4,978			—			98,954			103,932			321,344			361,000	^(f)		(4,840	)^(h)		781,436
Workers’ compensation, less current portion		—			—			—			—			8,366			—			—			8,366
Excess of black lung benefit obligation over trust assets		—			—			—			—			8,409			—			—			8,409
Postretirement medical benefits, less current portion		—			—			—			—			322,801			—			—			322,801
Pension and SERP benefits, less current portion		—			—			—			—			53,906			—			—			53,906
Deferred revenue, less current portion		—			—			—			—			48,976			—			—			48,976
Asset retirement obligation, less current portion		141,731			—			77			141,808			238,163			—			(46,828	)^(h)		333,143
Intangible liabilities		—			—			—			—			5,861			—			—			5,861
Deferred tax liabilities		145,752			(105,963	)		28,101			67,890			—			—			(36,019	)^(h)		31,871
Other liabilities		114,066			(571	)		(102,237	)		11,258			27,378			—			(11,258	)^(h)		27,378
Preferred shares note		732,094			—			(732,094	)		—			—			—			—			—

Total Liabilities		1,308,693			(107,386	)		(734,499	)		466,807			1,220,150			343,000			(96,046	)		1,933,912

Shareholders’ deficit:
Preferred Stock		—			—			—			—			160			—			—			160
Common Stock		708,460			—			(2,823	)		705,637			36,479			—			(705,637	)		36,479
Other Paid in Capital		2,028			—			(8	)		2,020			134,133			—			(2,020	)		134,133
Accumulated other comprehensive loss		(725	)		—			(17,581	)		(18,306	)		(142,779	)		—			18,306			(142,779	)
Accumulated earnings (deficit)		(533,899	)		(316,370	)		1,034,911			184,652			(290,655	)		(12,694	)		(193,152	)		(311,849	)

Total shareholders’ deficit		175,874			(316,370	)		1,014,499			874,003			(262,662	)		(12,694	)		(882,503	)		(283,856	)
Noncontrolling interest		—			—			—			—			(17,649	)		—			—			(17,649	)

Total equity (deficit)		175,874			(316,370	)		1,014,499			874,003			(280,311	)		(12,694	)		(882,503	)		(301,505	)

Total Liabilities and Shareholders’ Deficit	$	1,484,567		$	(423,756	)	$	280,000		$	1,340,810		$	939,839		$	330,306		$	(978,548	)	$	1,632,407

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Westmoreland Coal Company

Unaudited Pro Forma Condensed Combined Statement of Operations


	Year ended December 31, 2012
	PMRL/CVRI Historical			Removal of Royalty and Highvale ^(a)			IFRS to GAAP, Currency Adjustments, and Re- classifications ^(b)			PMRL and CVRI Adjusted			Westmoreland Historical			Pro forma adjustments related to financing			Pro forma adjustments related to acquisition			Total Pro Forma
	(CAD in thousands)									(USD in thousands)
Revenues	$	974,379		$	(261,670	)	$	(3,460	)	$	709,249		$	600,437		$	—		$	—		$	1,309,686

Costs and expenses:
Cost of sales		780,133			(201,388	)		(434	)		578,311			466,521			—			5,033	^(j)		1,049,864
Depreciation, depletion, and amortization		123,959			(11,256	)		22,080			134,783			57,145			—			(116,434	)^(k)		75,494
Income from equity affiliates		—			—			(6,182	)		(6,182	)		—			—			—			(6,182	)
Selling and administrative		14,595			(300	)		604			14,899			49,908			—			—			64,807
Heritage health benefits		—			—			—			—			13,388			—			—			13,388
Loss (gain) on sale of assets		—			—			(1,773	)		(1,773	)		528			—			—			(1,245	)
Other operating income		—			—			—			—			(15,925	)		—			—			(15,925	)

		918,687			(212,944	)		14,295			720,038			571,565			—			(111,402	)		1,180,201

		55,692			(48,726	)		(17,755	)		(10,789	)		28,872			—			111,402			129,485

Other income (expense):
Interest expense		(16,164	)		855			2,437			(12,872	)		(42,677	)		(32,115	)⁽ⁱ⁾		—			(87,664	)
Loss on extinguishment of debt		—			—			—			—			(1,986	)		—			—			(1,986	)
Interest income		18,793			(1,494	)		(5,774	)		11,525			1,496			—			—			13,021
Other		(61,837	)		—			61,837			—			723			—			—			723

		(59,208	)		(639	)		58,500			(1,347	)		(42,444	)		(32,115	)		—			(75,906	)

Income (loss) before income taxes		(3,516	)		(49,365	)		40,745			(12,136	)		(13,572	)		(32,115	)		111,402			53,578
Income tax expense (benefit)		1,724			(12,539	)		10,492			(323	)		90			—			2,918	^(l)		2,685

Net income (loss)		(5,240	)		(36,826	)		30,253			(11,813	)		(13,662	)		(32,115	)		108,484			50,893
Less: net loss attributable to noncontrolling interests		—			—			—			—			(6,436	)		—			—			(6,436	)

Net income (loss) attributable to Parent company		(5,240	)		(36,826	)		30,253			(11,813	)		(7,226	)		(32,115	)		108,484			57,329

Less: preferred stock dividend requirements		—			—			—			—			1,360			—			—			1,360

Net income (loss) applicable to Common shareholders	$	(5,240	)	$	(36,826	)	$	30,253		$	(11,813	)	$	(8,586	)	$	(32,115	)	$	108,484		$	67,783

EBITDA RECONCILIATION
Net income (loss)										$	(11,813	)	$	(13,662	)							$	50,893

Income tax expense (benefit)											(323	)		90									2,685
Other loss (income)											—			(723	)								(723	)
Interest income											(11,525	)		(1,496	)								(13,021	)
Loss on extinguishment of debt											—			1,986									1,986
Interest expense											12,872			42,677									87,664
Depreciation, depletion and amortization											134,783			57,145									75,494
Accretion of ARO and receivable											7,280			12,189									24,502
Amortization of intangible assets and liabilities											—			658									658

EBITDA											131,274			98,864									230,138
Customer payments received treated as lease receivables under GAAP											23,520			—									23,520
Restructuring expenses											—			—									—
(Gain)/loss on sale of assets and other adjustments											2,161			528									2,689
Share-based compensation											250			6,040									6,290

Adjusted EBITDA										$	157,206		$	105,432								$	262,638

Westmoreland Coal Company

Unaudited Pro Forma Condensed Combined Statement of Operations


	Nine months ended September 30, 2012
	PMRL/CVRI Historical			Removal of Royalty and Highvale ^(a)			IFRS to GAAP, Currency Adjustments, and Re- classifications ^(b)			PMRL and CVRI Adjusted			Westmoreland Historical			Pro forma adjustments related to financing			Pro forma adjustments related to acquisition			Total Pro Forma
	(CAD in thousands)									(USD in thousands)
Revenues	$	732,501		$	(195,550	)	$	(4,033	)	$	532,918		$	441,410		$	—		$	—		$	974,328

Costs and expenses:
Cost of sales		585,999			(150,249	)		(1,090	)		434,660			339,906			—			3,793	^(j)		778,360
Depreciation, depletion, and amortization		88,904			(8,441	)		16,344			96,807			42,542			—			(83,045	)^(k)		56,304
Income from equity affiliates		—			—			(4,840	)		(4,840	)		—			—			—			(4,840	)
Selling and administrative		9,891			(200	)		46			9,737			37,157			—			—			46,894
Heritage health benefits		—			—			—			—			11,743			—			—			11,743
Loss (gain) on sale of assets		—			—			(1,509	)		(1,509	)		291			—			—			(1,218	)
Other operating income		—			—			—			—			(10,503	)		—			—			(10,503	)

		684,794			(158,890	)		8,951			534,855			421,136			—			(79,252	)		876,739

		47,707			(36,660	)		(12,984	)		(1,937	)		20,274			—			79,252			97,589

Other income (expense):
Interest expense		(12,658	)		691			1,930			(10,037	)		(32,011	)		(23,981	)⁽ⁱ⁾		—			(66,029	)
Loss on extinguishment of debt		—			—			—			—			—			—			—			—
Interest income		14,537			(1,127	)		(4,392	)		9,018			1,371			—			—			10,389
Other		(46,306	)		—			46,306			—			611			—			—			611

		(44,427	)		(436	)		43,844			(1,019	)		(30,029	)		(23,981	)		—			(55,029	)

Income (loss) before income taxes		3,280			(37,096	)		30,860			(2,956	)		(9,755	)		(23,981	)		79,252			42,560
Income tax expense (benefit)		1,770			(9,400	)		7,919			289			(1,239	)		—			128	^(l)		(822	)

Net income (loss)		1,510			(27,696	)		22,941			(3,245	)		(8,516	)		(23,981	)		79,124			43,382
Less: net loss attributable to noncontrolling interests		—			—			—			—			(4,914	)		—			—			(4,914	)

Net income (loss) attributable to Parent company		1,510			(27,696	)		22,941			(3,245	)		(3,602	)		(23,981	)		79,124			48,296

Less: preferred stock dividend requirements		—			—			—			—			1,020			—			—			1,020

Net income (loss) applicable to Common shareholders	$	1,510		$	(27,696	)	$	22,941		$	(3,245	)	$	(4,622	)	$	(23,981	)	$	79,124		$	50,521

EBITDA RECONCILIATION
Net income (loss)										$	(3,245	)	$	(8,516	)							$	43,382
Income tax expense (benefit)											289			(1,239	)								(822	)
Other loss (income)											—			(611	)								(611	)
Interest income											(9,018	)		(1,371	)								(10,389	)
Loss on extinguishment of debt											—			—									—
Interest expense											10,037			32,011									66,029
Depreciation, depletion and amortization											96,807			42,542									56,304
Accretion of ARO and receivable											5,441			9,037									18,272
Amortization of intangible assets and liabilities											—			492									492

EBITDA											100,312			72,345									172,657
Customer payments received treated as lease receivables under GAAP											17,226			—									17,226
Restructuring expenses											—			—									—
(Gain)/loss on sale of assets and other adjustments											4,086			291									4,377
Share-based compensation											27			4,776									4,803

Adjusted EBITDA										$	121,651		$	77,412								$	199,063

Westmoreland Coal Company

Unaudited Pro Forma Condensed Combined Statement of Operations


	Nine months ended September 30, 2013
	PMRL/CVRI Historical			Removal of Royalty and Highvale ^(a)			IFRS to GAAP, Currency Adjustments, and Re-classifications ^(b)			PMRL and CVRI Adjusted			Westmoreland Historical			Pro forma adjustments related to financing			Pro forma adjustments related to acquisition			Total Pro Forma
	(CAD in thousands)									(USD in thousands)
Revenues	$	570,679		$	(52,427	)	$	(11,496	)	$	506,756		$	500,739		$	—		$	—		$	1,007,495

Costs and expenses:
Cost of sales		460,905	⁽¹⁾		(11,846	)		(1,557	)		447,502			399,142			—			5,071	^(j)		851,715
Depreciation, depletion, and amortization		80,273			(8,191	)		8,954			81,036			47,257			—			(67,274	)^(k)		61,019
Income from equity affiliates		—			—			(1,986	)		(1,986	)		—			—			—			(1,986	)
Selling and administrative		15,321			(400	)		2,025			16,946			36,354			—			—			53,300
Heritage health benefits		—			—			—			—			11,117			—			—			11,117
Loss (gain) on sale of assets		—			—			(2,751	)		(2,751	)		(321	)		—			—			(3,072	)
Other operating income		(33,867	)		6,389			27,478			—			(19,055	)		—			—			(19,055	)

		522,632			(14,048	)		32,162			540,746			474,494			—			(62,203	)		953,037

		48,047			(38,379	)		(43,658	)		(33,990	)		26,245			—			62,203			54,458

Other income (expense):
Interest expense		(13,353	)		—			2,123			(11,230	)		(30,145	)		(24,867	)⁽ⁱ⁾		—			(66,241	)
Loss on extinguishment of debt		—			—			—			—			(64	)		—			—			(64	)
Interest income		10,720			(343	)		(4,210	)		6,167			878			—			—			7,045
Other		(46,213	)		—			46,213			—			287			—			—			287

		(48,846	)		(343	)		44,126			(5,063	)		(29,044	)		(24,867	)		—			(58,973	)

Income (loss) before income taxes		(799	)		(38,722	)		469			(39,052	)		(2,799	)		(24,867	)		62,203			(4,515	)
Income tax expense (benefit)		87			(9,880	)		(21	)		(9,814	)		85			—			11,265	^(l)		1,536

Net income (loss)		(886	)		(28,842	)		490			(29,238	)		(2,884	)		(24,867	)		50,938			(6,051	)
Less: net loss attributable to noncontrolling interests		—			—			—			—			(2,976	)		—			—			(2,976	)

Net income (loss) attributable to Parent company		(886	)		(28,842	)		490			(29,238	)		92			(24,867	)		50,938			(3,075	)

Less: preferred stock dividend requirements		—			—			—			—			1,020			—			—			1,020

Net income (loss) applicable to Common shareholders	$	(886	)	$	(28,842	)	$	490		$	(29,238	)	$	(928	)	$	(24,867	)	$	50,938		$	(4,095	)

EBITDA RECONCILIATION
Net income (loss)										$	(29,238	)	$	(2,884	)							$	(6,051	)
Income tax expense (benefit)											(9,814	)		85									1,536
Other loss (income)											—			(287	)								(287	)
Interest income											(6,167	)		(878	)								(7,045	)
Loss on extinguishment of debt											—			64									64
Interest expense											11,230			30,145									66,241
Depreciation, depletion and amortization											81,036			47,257									61,019
Accretion of ARO and receivable											5,087			9,507									19,665
Amortization of intangible assets and liabilities											—			498									498

EBITDA											52,133			83,507									135,640
Customer payments received treated as lease receivables under GAAP											17,459			—									17,459
Restructuring expenses											9,300			—									9,300
(Gain)/loss on sale of assets and other adjustments											4,705			(321	)								4,384
Share-based compensation											144			4,594									4,738

Adjusted EBITDA										$	83,741		$	87,780								$	171,521

⁽¹⁾	Included $9.3 million of restructuring charges.

Westmoreland Coal Company

Unaudited Pro Forma Condensed Combined Statement of Operations


	Twelve months ended September 30, 2013
	PMRL/CVRI Historical			Removal of Royalty and Highvale ^(a)			IFRS to GAAP, Currency Adjustments, and Re-classifications ^(b)			PMRL and CVRI Adjusted			Westmoreland Historical			Pro forma adjustments related to financing			Pro forma adjustments related to acquisition			Total Pro Forma
	(CAD in thousands)									(USD in thousands)
Revenues	$	812,557		$	(118,547	)	$	(10,923	)	$	683,087		$	659,766		$	—		$	—		$	1,342,853

Costs and expenses:
Cost of sales		655,039	⁽¹⁾		(62,985	)		(902	)		591,152			525,757			—			6,310	^(j)		1,123,219
Depreciation, depletion, and amortization		115,328			(11,006	)		14,690			119,012			61,860			—			(100,663	)^(k)		80,209
Income from equity affiliates		—			—			(3,328	)		(3,328	)		—			—			—			(3,328	)
Selling and administrative		20,025			(500	)		2,583			22,108			49,105			—			—			71,213
Heritage health benefits		—			—			—			—			12,762			—			—			12,762
Loss (gain) on sale of assets		—			—			(3,015	)		(3,015	)		(84	)		—			—			(3,099	)
Other operating income		(33,867	)		6,389			27,478			—			(24,477	)		—			—			(24,477	)

		756,525			(68,102	)		37,505			725,928			624,923			—			(94,353	)		1,256,499

		56,032			(50,445	)		(48,429	)		(42,842	)		34,843			—			94,353			86,354

Other income (expense):
Interest expense		(16,859	)		164			2,631			(14,064	)		(40,811	)		(33,001	)⁽ⁱ⁾		—			(87,876	)
Loss on extinguishment of debt		—			—			—			—			(2,050	)		—			—			(2,050	)
Interest income		14,976			(710	)		(5,592	)		8,674			1,003			—			—			9,677
Other		(61,744	)		—			61,744			—			399			—			—			399

		(63,627	)		(546	)		58,783			(5,390	)		(41,459	)		(33,001	)		—			(79,850	)

Income (loss) before income taxes		(7,595	)		(50,991	)		10,354			(48,232	)		(6,616	)		(33,001	)		94,353			6,504
Income tax expense (benefit)		41			(13,019	)		2,552			(10,426	)		1,414			—			14,055	^(l)		5,043

Net income (loss)		(7,636	)		(37,972	)		7,802			(37,806	)		(8,030	)		(33,001	)		80,298			1,461
Less: net loss attributable to noncontrolling interests		—			—			—			—			(4,498	)		—			—			(4,498	)

Net income (loss) attributable to Parent company		(7,636	)		(37,972	)		7,802			(37,806	)		(3,532	)		(33,001	)		80,298			5,959

Less: preferred stock dividend requirements		—			—			—			—			1,360			—			—			1,360

Net income (loss) applicable to Common shareholders	$	(7,636	)	$	(37,972	)	$	7,802		$	(37,806	)	$	(4,892	)	$	(33,001	)	$	80,298		$	4,599

EBITDA RECONCILIATION
Net income (loss)										$	(37,806	)	$	(8,030	)							$	1,461
Income tax expense (benefit)											(10,426	)		1,414									5,043
Other loss (income)											—			(399	)								(399	)
Interest income											(8,674	)		(1,003	)								(9,677	)
Loss on extinguishment of debt											—			2,050									2,050
Interest expense											14,064			40,811									87,876
Depreciation, depletion and amortization											119,012			61,860									80,209
Accretion of ARO and receivable											6,926			12,659									25,895
Amortization of intangible assets and liabilities											—			664									664

EBITDA											83,096			110,026									193,122
Customer payments received treated as lease receivables under GAAP											23,753			—									23,753
Restructuring expenses											9,300			—									9,300
(Gain)/loss on sale of assets and other adjustments											2,781			(84	)								2,697
Share-based compensation											367			5,858									6,225

Adjusted EBITDA										$	119,296		$	115,800								$	235,096

⁽¹⁾	Included $9.3 million of restructuring charges.

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WESTMORELAND COAL Co Reports