-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UUH74qamVGnGQQ058zihQvcJvyPamM1gr9WuJWJ7I8+Enq9+ofryHNsc5YICGWED P9oo6LMdtP8own2WgsJpmA== 0000106455-03-000088.txt : 20030707 0000106455-03-000088.hdr.sgml : 20030704 20030707153230 ACCESSION NUMBER: 0000106455-03-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030707 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTMORELAND COAL CO CENTRAL INDEX KEY: 0000106455 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 231128670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11155 FILM NUMBER: 03776962 BUSINESS ADDRESS: STREET 1: 2 NORTH CASCADE AVENUE 14TH FLOOR CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 BUSINESS PHONE: 7194422600 MAIL ADDRESS: STREET 1: 2 N CASCADE AVE STREET 2: # 14THFL CITY: COLORADO SPRINGS STATE: CO ZIP: 80903-1614 8-K 1 wcc_8k62403.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
July 7, 2003

Commission File No. 001-11155


WESTMORELAND COAL COMPANY
(Exact name of registrant as specified in its charter)

Delaware 23-1128670
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

14th Floor, 2 North Cascade Avenue, Colorado Springs, CO 80903
(Address of principal executive offices)                               (Zip Code)

Registrant’s telephone number, including area code: (719) 442-2600

Item 5. Other Events.

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations.” Westmoreland Coal Company (“the Company”) adopted SFAS No. 143 on January 1, 2003. The Company is filing a table of Selected Financial Data as of the dates and for the periods indicated from the Company’s historical consolidated financial statements, and as adjusted to give pro forma effect to the change in accounting principle as if SFAS No. 143 had been in effect during the Company’s three most recent fiscal years.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c) Exhibits

          Exhibit 99.1 - Selected Financial Data


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WESTMORELAND COAL COMPANY
   
Date:   July 7, 2003 By:  /s/ Ronald H. Beck
Ronald H. Beck
Vice President - Finance and Treasurer
(A Duly Authorized Officer)


EXHIBIT 99.1

Selected Financial Data

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations.” Westmoreland Coal Company (“the Company”) adopted SFAS No. 143 on January 1, 2003. SFAS No. 143 requires entities to record the fair value of asset retirement obligations, with an equivalent amount recorded as basis in the related long-lived asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period and the capitalized cost is depreciated over the useful life of the related asset. Previously, reclamation costs were accrued on an undiscounted, units-of-production basis. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.

Pursuant to the transitional disclosure requirements of SFAS No. 143, the table below sets forth selected consolidated financial data for the Company as of the dates and for the periods indicated from the Company’s historical consolidated financial statements, and as adjusted to give pro forma effect to the change in accounting principle as if SFAS No. 143 had been in effect during the Company’s three most recent fiscal years. The following data should be read in conjunction with the historical consolidated financial statements and related notes of the Company, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which includes a discussion of factors materially affecting the comparability of the information presented, and other financial information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Future results may differ substantially from historical results because of changes in oil and natural gas prices, increases or decreased in production or other factors, many of which are beyond the Company’s control.

Westmoreland Coal Company and Subsidiaries
Five-Year Review












2002 2001(1) 2000 1999 1998(2)











Consolidated Statements of
   Operations Information
(in thousands, except share data)
 
Revenue - Coal $ 301,235 $ 231,048 $ 35,137 $ 38,539 $ 44,010
                 - Independent power and other 14,506 15,871 32,260 34,492 64,465











Total revenues 315,741 246,919 67,397 73,031 108,475
 
Costs and expenses 297,415 233,313 60,564 63,456 78,361
Unusual charges - - - - 2,000
Doubtful account recoveries (516) (446) (400) (174) (1,028)
Impairment charges - - 4,632 - -
Losses (gains) on the sales of assets 9 440 6 (433) (475)











Operating income 18,833 13,612 2,595 10,182 29,617











 
Interest expense (10,821) (8,418) (911) (1,135) (190)
Minority interest (800) (780) (518) (854) (775)
Interest and other income 4,128 3,229 867 1,826 1,999











Income (loss) before reorganization items
  and income taxes
11,340 7,643 2,033 10,019 30,651
 
Reorganization legal and consulting fees - - - - (9,872)
Reorganization interest income
  (expense), net
- - - - (1,594)
Income tax benefit (expense) 2,368 (1,228) (428) 82 (3,787)











 
Income from continuing operations 13,708 6,415 1,605 10,101 15,398
 
Loss from discontinued operations (3,583) (1,188) (1,297) (1,464) (12,070)











Cumulative effect of changes
  in accounting principles
- - - - (9,876)











Net income (loss) 10,125 5,227 308 8,637 (6,548)
 
Less preferred stock dividend
  requirements
1,772 1,776 1,776 2,992 4,888











Net income (loss) applicable
  to common shareholders
$ 8,353 $ 3,451 $ (1,468) $ 5,645 $ (11,436)











Net income (loss) per share applicable
  to common shareholders:
    Basic $ 1.10 $ .48 $ (.21) $ .80 $ (1.64)
    Diluted $ 1.03 $ .43 $ (.21) $ .79 $ (1.64)
Weighted average number of common
  shares outstanding:
    Basic 7,608 7,239 7,070 7,040 6,965
    Diluted 8,147 8,000 7,070 7,146 6,965











Pro forma amounts assuming the change
  in accounting principle is
  applied retroactively:
   Net income (loss) applicable to
     common shareholders
$ 8,506 $ 3,535 $ (1,562) n/a n/a
   Net income (loss) per share applicable
     to common shareholders:
       Basic $ 1.12 $ .49 $ (.22) n/a n/a
       Diluted $ 1.04 $ .44 $ (.22) n/a n/a











(Continued)

Westmoreland Coal Company and Subsidiaries
Five-Year Review (continued)












2002 2001(1) 2000 1999 1998(2)
Consolidated Statements of
   Operations Information
(in thousands, except share data)











Balance Sheet Information
Working capital (deficit) $ (1,626) $ 11,346 $ (1,557) $ 8,886 $ 15,054
Net property, plant and equipment 189,532 197,271 34,693 36,558 36,950
Total assets 451,064 466,532 139,096 142,297 215,606
Total debt 100,157 122,910 - 1,563 1,762
Shareholders' equity 18,568 10,415 3,373 3,057 21,845
Proforma amounts assuming the change
  in accounting principle is applied
  retroactively:
    Asset retirement obligation 136,257 127,068 12,751 12,182 n/a











(1) Effective April 30, 2001, the Company acquired the operating coal business of Montana Power and the coal assets of Knife River Corporation. Refer to Note 2 to the Consolidated Financial Statements for further information.
(2) On December 23, 1996 Westmoreland Coal Company and four subsidiaries, Westmoreland Resources, Inc., Westmoreland Coal Sales Company, Westmoreland Energy, Inc., and Westmoreland Terminal Company (the "Debtor Corporations"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Colorado. The Debtor Corporations were in possession of their respective properties and assets and operated as debtors in possession pursuant to provisions of the Bankruptcy Code. The cases were dismissed on December 23, 1998.
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