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8-K - FORM 8-K - Westmoreland Resource Partners, LPoxf20140801_8k.htm

 

Exhibit 99.1

 

Partnership Contact:

Bradley W. Harris

(614) 643-0314

ir@OxfordResources.com

 

Oxford Resource Partners, LP Reports

Second Quarter 2014 Financial Results

 

COLUMBUS, Ohio, August 5, 2014 – Oxford Resource Partners, LP (NYSE: OXF) (the “Partnership” or “Oxford”) today announced second quarter 2014 financial results.

 

Second Quarter 2014 Results

 

Adjusted EBITDA1 was $13.0 million for the second quarter of 2014 compared to $13.9 million for the second quarter of 2013. The decrease was driven by a 2.1 percent decrease in cash margin to $8.11 per ton for the second quarter of 2014 from $8.28 per ton for the second quarter of 2013, as well as a 158,000 ton decrease in tons sold. Cash coal sales revenue increased 2.5 percent to $52.49 per ton for the second quarter of 2014 from $51.21 per ton for the second quarter of 2013. For the second quarter of 2014, cash cost of coal sales increased by 3.4 percent to $44.38 per ton from $42.93 per ton for the second quarter of 2013, primarily due to higher diesel fuel costs.

 

Net loss was $3.4 million for the second quarter of 2014 compared to a net loss of $4.1 million for the second quarter of 2013. In the second quarter of 2014, there was $2.6 million of additional interest expense attributable to the new credit facilities. Adjusted Net Loss2 was $6.0 million for the second quarter of 2014, when excluding a $1.8 million gain relating to the change in fair value of warrants and a $0.8 million gain on disposal of assets. Adjusted Net Loss was $3.5 million for the second quarter of 2013, when excluding a $5.9 million gain on disposal of assets, $2.8 million of debt refinancing expenses, a $2.1 million loss relating to the change in fair value of warrants, a $0.8 million write-off of deferred financing costs, and $0.7 million of impairment and restructuring expenses.

 

“While coal markets continue to present challenges, we are pleased to report second quarter results that are in line with our expectations,” said Oxford’s President and Chief Executive Officer Charles C. Ungurean. “Also, we settled the Big Rivers lawsuit in mid-July for an amount that substantially compensates us for our lost profits from the wrongful termination of our coal supply agreement. We are to receive the settlement payment of $19.5 million by mid-August.” Ungurean continued, “With the settlement proceeds, we will pay down between $12.5 and $17.5 million of our first lien debt, enhance our liquidity by $2.0 to $7.0 million, and save $1.0 to $1.4 million in cash interest expense on an annual basis.”

 

Business Update

 

Oxford’s projected sales volume is 98.1% committed and priced for 2014, underscoring the strength of its long-term customer relationships and its strategic importance in its core region. Oxford has the ability to increase annual production by up to 0.5 million tons with little additional capital investment if additional demand materializes. For 2015, projected sales volume is 69.8 percent committed (with 12.3 percent of the projected sales volume priced and 57.5 percent of the projected sales volume unpriced).

 


1The definition of Adjusted EBITDA, which is a non-GAAP financial measure, and a reconciliation thereof to Net Loss, the most comparable GAAP financial measure, are included in a table presented near the end of this press release.

 

2 The definition of Adjusted Net Loss, which is a non-GAAP financial measure, and reconciliation thereof to Net Loss, the most comparable GAAP financial measure, are included in a table presented near the end of this press release.

 

 
 

 

 

Liquidity

 

As of June 30, 2014, the Partnership had $3.5 million in cash and $7.0 million in available borrowing capacity on its revolving credit line. Additionally, the liquidity of the Partnership will be enhanced by approximately $2.0 to $7.0 million from lawsuit settlement proceeds to be received in August 2014. The Partnership also has an option under the second lien credit facility for an additional $10 million term loan if requested by the Partnership and approved by the issuing second lien lender.

 

2014 Guidance

 

The Partnership provides the following updated guidance for 2014 based on its current industry outlook:

 

The Partnership expects to produce between 5.7 million tons and 5.9 million tons and sell between 5.8 million tons and 6.0 million tons of thermal coal. The average selling price is anticipated to be in the range of $52.30 per ton to $53.30 per ton, with an anticipated average cost in the range of $44.50 per ton to $45.50 per ton.

 

Adjusted EBITDA is expected to be in the range of $38.5 million to $42.5 million.

 

The Partnership anticipates capital expenditures of between $18 million and $20 million.

 

Conference Call

 

The Partnership will host a conference call at 10:00 a.m. Eastern Time today (August 5, 2014) to review its second quarter 2014 financial results. To participate in the call, dial (877) 415-3185 or (857) 244-7328 for international callers and provide passcode 69176969. The call will also be webcast live on the Internet in the Investor Relations section of the Partnership’s website at www.OxfordResources.com.

 

An audio replay of the conference call will be available for seven days beginning at 3:00 p.m. Eastern Time on August 5, 2014, and may be accessed at (888) 286-8010 or (617) 801-6888 for international callers.  The replay passcode is 77612208.  The webcast will also be archived on the Partnership’s website at www.OxfordResources.com for 30 days following the call.

 

About Oxford Resource Partners, LP

 

Oxford Resource Partners, LP is a low-cost producer of high-value thermal coal in Northern Appalachia. Oxford markets its coal primarily to large electric utilities with coal-fired, base-load scrubbed power plants under long-term coal sales contracts. The Partnership is headquartered in Columbus, Ohio.

 

For more information about Oxford Resource Partners, LP (NYSE: OXF), please visit www.OxfordResources.com. Financial and other information about the Partnership is routinely posted on and accessible at www.OxfordResources.com.

 

Forward-Looking Statements

 

Except for historical information, statements made in this press release are “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements, including the statements and information set forth under the headings “Business Update,” “Liquidity” and “2014 Guidance.”

 

 
 

 

 

These statements are based on certain assumptions made by the Partnership based on its management’s experience and perception of historical trends, current conditions, expected future developments and other factors the Partnership’s management believes are appropriate under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Partnership’s control, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: productivity levels, margins earned and the level of operating costs; weakness in global economic conditions or in customers’ industries; changes in governmental regulation of the mining industry or the electric power industry and the increased costs of complying with those changes; decreases in demand for electricity and changes in coal consumption patterns of U.S. electric power generators; the Partnership’s dependence on a limited number of customers; the Partnership’s inability to enter into new long-term coal sales contracts at attractive prices and the renewal and other risks associated with the Partnership’s existing long-term coal sales contracts, including risks related to adjustments to price, volume or other terms of those contracts; difficulties in collecting the Partnership’s receivables because of credit or financial problems of major customers, and customer bankruptcies, cancellations or breaches to existing contracts or other failures to perform; the Partnership’s ability to acquire additional coal reserves; the Partnership’s ability to respond to increased competition within the coal industry; fluctuations in coal demand, prices and availability due to labor and transportation costs and disruptions, equipment availability, governmental regulations, including those pertaining to carbon dioxide emissions, and other factors; significant costs imposed on the Partnership’s mining operations by extensive and frequently changing environmental laws and regulations, and greater than expected environmental regulations, costs and liabilities; legislation and regulatory and related judicial decisions and interpretations including issues pertaining to climate change and miner health and safety; a variety of operational, geologic, permitting, labor and weather-related factors, including those pertaining to both mining operations and underground coal reserves that the Partnership does not operate; limitations in the cash distributions the Partnership receives from its majority-owned subsidiary, Harrison Resources, LLC, and the ability of Harrison Resources, LLC to acquire additional reserves on economical terms in the future; the potential for inaccuracies in estimates of the Partnership’s coal reserves, which could result in lower than expected revenues or higher than expected costs; the accuracy of the assumptions underlying the Partnership’s reclamation and mine closure obligations; liquidity constraints, including those resulting from the cost or unavailability of financing due to current capital markets conditions; risks associated with major mine-related accidents; results of litigation, including claims not yet asserted; the Partnership’s ability to attract and retain key management personnel; greater than expected shortage of skilled labor; the Partnership’s ability to maintain satisfactory relations with employees; and failure to obtain, maintain or renew security arrangements, such as surety bonds or letters of credit, in a timely manner and on acceptable terms.

 

The Partnership undertakes no obligation to publicly update or revise any forward-looking statements. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. Further information on risks and uncertainties is available in the Partnership’s periodic reports filed with the U.S. Securities and Exchange Commission or otherwise publicly disseminated by the Partnership.

 

Withholding Information for Foreign Investors

 

This announcement is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of Partnership distributions to foreign investors, when and if such distributions are made, as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Partnership distributions to foreign investors would be subject to federal income tax withholding at the highest applicable rate.

 

 
 

 

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(in thousands, except for unit data)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2014

   

2013

   

2014

   

2013

 
                                 

REVENUES:

                               

Coal sales

  $ 79,586     $ 85,691     $ 156,356     $ 170,484  

Other revenue

    2,415       2,434       3,649       6,367  

Total revenues

    82,001       88,125       160,005       176,851  
                                 

COSTS AND EXPENSES:

                               

Cost of coal sales:

                               

Produced coal

    66,527       66,556       131,734       133,984  

Purchased coal

    768       5,292       1,287       11,893  

Total cost of coal sales (excluding depreciation, depletion and amortization)

    67,295       71,848       133,021       145,877  

Cost of other revenue

    369       370       771       773  

Depreciation, depletion and amortization

    10,072       12,810       21,296       25,743  

Selling, general and administrative expenses

    3,270       5,847       6,926       10,005  

Impairment and restructuring expenses

    -       721       75       862  

Gain on disposal of assets, net

    (763 )     (5,905 )     (559 )     (5,487 )

Total costs and expenses

    80,243       85,691       161,530       177,773  

INCOME (LOSS) FROM OPERATIONS

    1,758       2,434       (1,525 )     (922 )
                                 

INTEREST AND OTHER INCOME (EXPENSES):

                               

Interest income

    2       1       3       2  

Interest expense

    (7,003 )     (4,416 )     (13,873 )     (7,338 )

Change in fair value of warrants

    1,885       (2,149 )     1,470       (2,149 )

Total interest and other expenses

    (5,116 )     (6,564 )     (12,400 )     (9,485 )

NET LOSS

    (3,358 )     (4,130 )     (13,925 )     (10,407 )
                                 

Net loss (income) attributable to noncontrolling interest

    461       (380 )     842       (650 )

Net loss attributable to Oxford Resource Partners, LP unitholders

    (2,897 )     (4,510 )     (13,083 )     (11,057 )

Net loss allocated to general partner

    (57 )     (89 )     (259 )     (221 )

Net loss allocated to limited partners

  $ (2,840 )   $ (4,421 )   $ (12,824 )   $ (10,836 )
                                 

Net loss per limited partner unit:

                               

Basic

  $ (0.11 )   $ (0.21 )   $ (0.52 )   $ (0.52 )

Diluted

  $ (0.11 )   $ (0.21 )   $ (0.52 )   $ (0.52 )
                                 

Weighted average number of limited partner units outstanding:

                               

Basic

    24,734,018       21,093,448       24,686,947       20,779,901  

Diluted

    24,734,018       21,093,448       24,686,947       20,779,901  

 

 
 

 

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

(in thousands, except for unit data)

 

   

As of

June 30,

2014

   

As of

December 31,

2013

 

ASSETS

               

CURRENT ASSETS:

               

Cash

  $ 3,533     $ 3,089  

Accounts receivable

    27,704       25,850  

Inventory

    14,345       13,840  

Advance royalties

    2,884       2,604  

Prepaid expenses and other assets

    1,492       1,737  

Total current assets

    49,958       47,120  
                 

PROPERTY, PLANT AND EQUIPMENT, NET

    128,777       144,426  

ADVANCE ROYALTIES, LESS CURRENT PORTION

    7,762       8,800  

INTANGIBLE ASSETS, NET

    1,074       1,188  

OTHER LONG-TERM ASSETS

    20,301       22,821  

Total assets

  $ 207,872     $ 224,355  
                 

LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 22,904     $ 23,932  

Current portion of long-term debt

    8,906       7,901  

Current portion of reclamation and mine closure obligations

    9,086       5,996  

Accrued taxes other than income taxes

    1,198       1,293  

Accrued payroll and related expenses

    1,193       3,389  

Other liabilities

    2,862       3,457  

Total current liabilities

    46,149       45,968  
                 

LONG-TERM DEBT

    154,710       155,375  

RECLAMATION AND MINE CLOSURE OBLIGATIONS

    24,199       25,658  

WARRANTS

    3,129       4,599  

OTHER LONG-TERM LIABILITIES

    3,738       3,753  

Total liabilities

    231,925       235,353  
                 

PARTNERS’ (DEFICIT) CAPITAL:

               

Limited partners (21,008,319 and 20,867,073 units outstanding as of June 30, 2014 and December 31, 2013, respectively)

    (25,414 )     (13,460 )

General partner (423,494 units outstanding as of June 30, 2014 and December 31, 2013)

    (2,766 )     (2,507 )

Total Oxford Resource Partners, LP (deficit) capital

    (28,180 )     (15,967 )

Noncontrolling interest

    4,127       4,969  

Total partners’ (deficit) capital

    (24,053 )     (10,998 )

Total liabilities and partners’ (deficit) capital

  $ 207,872     $ 224,355  

 

 
 

 

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(in thousands)

 

   

Six Months Ended

June 30,

 
   

2014

   

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (13,925 )   $ (10,407 )

Adjustments to reconcile net loss to net cash from operating activities:

               

Depreciation, depletion and amortization

    21,296       25,743  

Impairment and restructuring expenses

    75       862  

Change in fair value of warrants

    (1,470 )     2,149  

Interest rate swap adjustment to market

    -       (12 )

Non-cash interest expense

    3,786       347  

Amortization and write-off of deferred financing costs

    1,923       2,114  

Non-cash equity-based compensation expense

    921       739  

Non-cash reclamation and mine closure expense

    1,125       1,058  

Amortization of below-market coal sales contracts

    -       (60 )

Gain on disposal of assets, net

    (559 )     (5,487 )

Changes in assets and liabilities:

               

Accounts receivable

    (1,854 )     (7,149 )

Inventory

    (505 )     705  

Advance royalties

    758       (1,981 )

Restricted cash

    (496 )     (6,537 )

Prepaid expenses and other assets

    240       (973 )

Accounts payable

    (1,028 )     (2,002 )

Reclamation and mine closure obligations

    (2,115 )     (4,138 )

Accrued taxes other than income taxes

    (95 )     65  

Accrued payroll and related expenses

    (2,196 )     312  

Other liabilities

    (734 )     (951 )

Net cash from operating activities

    5,147       (5,603 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of property and equipment

    (5,241 )     (5,694 )

Purchase of coal reserves and land

    (5 )     (14 )

Mine development costs

    (618 )     (1,940 )

Proceeds from sale of assets

    3,599       6,249  

Insurance proceeds

    -       14  

Net cash from investing activities

    (2,265 )     (1,385 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from borrowings

    -       150,000  

Payments on borrowings

    (1,947 )     (45,009 )

Advances on line of credit

    13,500       28,888  

Payments on line of credit

    (15,000 )     (104,000 )

Debt issuance costs

    9       (9,354 )

Collateral for reclamation bonds

    1,000       (11,471 )

Net cash from financing activities

    (2,438 )     9,054  

NET CHANGE IN CASH

    444       2,066  
                 

CASH, beginning of period

    3,089       3,977  

CASH, end of period

  $ 3,533     $ 6,043  

 

 
 

 

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA1

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(in thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Net loss

  $ (3,358 )   $ (4,130 )   $ (13,925 )   $ (10,407 )
                                 

Adjustments:

                               

Interest expense, net of interest income

    7,001       4,415       13,870       7,336  

Depreciation, depletion and amortization

    10,072       12,810       21,296       25,743  

Change in fair value of warrants

    (1,885 )     2,149       (1,470 )     2,149  

Impairment and restructuring expenses

    -       721       75       862  

Gain on disposal of assets, net

    (763 )     (5,905 )     (559 )     (5,487 )

Amortization of below-market coal sales contracts

    -       (8 )     -       (60 )

Non-cash equity-based compensation expense

    465       416       921       739  

Non-cash reclamation and mine closure expense

    560       550       1,125       1,058  

Non-recurring costs:

                               

Debt refinancing expenses

    -       2,849       -       3,059  

Other

    868       -       868       (2,100 )

Adjusted EBITDA

  $ 12,960     $ 13,867     $ 22,201     $ 22,892  

  

1 Adjusted EBITDA is a non-GAAP financial measure used by management to gauge operating performance. We define Adjusted EBITDA as net income or loss before deducting interest, income taxes, depreciation, depletion, amortization, change in fair value of warrants, impairment and restructuring expenses, gain or loss on disposal of assets, amortization of below-market coal sales contracts, non-cash equity-based compensation expense, non-cash reclamation and mine closure expense, and certain non-recurring revenues and costs. Although Adjusted EBITDA is not a measure of financial performance calculated in accordance with GAAP, we believe it is useful to management and others, such as investors and lenders, in evaluating our financial performance without regard to our financing methods, capital structure or income taxes; our ability to generate cash sufficient to pay interest and principal on our indebtedness, make distributions and fund capital expenditures; and our compliance with certain credit facility financial covenants. Because not all companies calculate Adjusted EBITDA the same way, our calculation may not be comparable to similarly titled measures of other companies.

 

 
 

 

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NET LOSS TO ADJUSTED NET LOSS2

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(in thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Net loss

  $ (3,358 )   $ (4,130 )   $ (13,925 )   $ (10,407 )
                                 

Adjustment:

                               

Impairment and restructuring expenses

    -       721       75       862  

Gain on disposal of assets, net

    (763 )     (5,905 )     (559 )     (5,487 )

Change in fair value of warrants

    (1,885 )     2,149       (1,470 )     2,149  

Debt refinancing expenses

    -       2,849       -       3,059  

Write-off of deferred financing costs related to prior credit facility

    -       808       -       808  

Adjusted Net Loss

  $ (6,006 )   $ (3,508 )   $ (15,879 )   $ (9,016 )

 

2Adjusted Net Loss is a non-GAAP financial measure used by management to gauge operating performance. We define Adjusted Net Loss as net income or loss before deducting impairment and restructuring expenses, gain or loss on disposal of assets, change in fair value of warrants, debt financing expenses and write-off of deferred refinancing costs. Although Adjusted Net Loss is not a measure of financial performance calculated in accordance with GAAP, we believe it is useful to management and others, such as investors and lenders, in evaluating our financial performance without regard to items which are primarily non-cash and our restructuring efforts which are not typical operating activities. Because not all companies calculate Adjusted Net Loss the same way, our calculation may not be comparable to similarly titled measures of other companies.

 

OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES

UNAUDITED OPERATING STATISTICS3

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(in thousands, except per ton amounts)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

Tons sold

    1,516       1,674       2,955       3,347  
                                 

Coal sales revenue per ton

  $ 52.49     $ 51.21     $ 52.91     $ 50.94  

Amortization of below-market coal sales contracts per ton

    -       -       -       (0.02 )

Cash coal sales revenue per ton

    52.49       51.21       52.91       50.92  

Cash cost of coal sales per ton

    (44.38 )     (42.93 )     (45.02 )     (43.59 )

Cash margin per ton

  $ 8.11     $ 8.28     $ 7.89     $ 7.33  

 

3 Per ton amounts are calculated by dividing the related amount on the financial statements by the number of tons sold. Although per ton amounts are not measures of performance calculated in accordance with GAAP, we believe they are useful to management and others, such as investors and lenders, in evaluating performance because they are widely used in the coal industry as a measure to evaluate a company's sales performance and control over costs. Because not all companies calculate these measures the same way, our calculations may not be comparable to similarly titled measures of other companies.