EX-99.4 6 a11-14621_1ex99d4.htm EX-99.4

Exhibit 99.4

 

WALTER ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Walter Energy, Inc. (“Walter Energy”) and Western Coal Corp. (“Western Coal”) after giving effect to the business combination transaction (the “Transaction”) between Walter Energy and Western Coal on April 1, 2011 and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined balance sheet as of December 31, 2010 is presented as if the Transaction had occurred on December 31, 2010. The unaudited pro forma condensed combined balance sheet as of December 31, 2010 combines Walter Energy’s historical audited consolidated balance sheet as of December 31, 2010 and Western Coal’s historical unaudited consolidated balance sheet as of December 31, 2010 adjusted to conform with accounting principles generally accepted in the United States and converted to United States dollars. The unaudited pro forma condensed combined statement of operations of Walter Energy and Western Coal for the year ended December 31, 2010 is presented as if the Transaction had taken place on January 1, 2010 and carried forward through December 31, 2010.

 

The unaudited pro forma condensed combined financial statements are based on preliminary valuations of assets acquired and liabilities assumed, and the pro forma adjustments and allocations of the estimated consideration transferred are based in part on estimates of the fair value of assets acquired and liabilities assumed. The full and detailed valuation of the Western Coal assets and liabilities is being completed with the assistance of an independent third party and certain information and analysis currently remains pending. Therefore, upon additional analysis it is possible that the fair values of assets acquired and liabilities assumed could differ from those presented in the unaudited pro forma condensed combined financial statements and the differences could be material.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Transaction been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Walter Energy and Western Coal.  The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined companies. The unaudited pro forma condensed combined financial statements also do not include the effects of restructuring certain activities of pre-acquisition operations. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Walter Energy (included in Walter Energy’s annual reports on Form 10-K and quarterly reports on Form 10-Q) and of Western Coal (see Exhibits 99.1, 99.2 and 99.3 included with this amended Form 8-K).

 

1



 

WALTER ENERGY, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

AS OF DECEMBER 31, 2010

(IN THOUSANDS OF UNITED STATES DOLLARS)

 

 

 

Historical
Walter Energy

 

Historical
Western Coal
(Schedule 1)

 

Note

 

Pro forma
adjustments

 

Pro forma
condensed
combined

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

293,410

 

$

79,724

 

4 (a), (c)

 

$

(337,999

)

$

35,135

 

Receivables, net

 

143,238

 

116,255

 

 

 

 

259,493

 

Inventories

 

97,631

 

78,456

 

4 (a)

 

19,401

 

195,488

 

Deferred income taxes

 

62,371

 

7,404

 

4 (a)

 

(7,404

)

62,371

 

Prepaid expenses

 

28,179

 

26,862

 

 

 

 

55,041

 

Other current assets

 

4,798

 

 

4 (c)

 

15,171

 

19,969

 

Current assets of discontinued operations

 

5,912

 

 

 

 

 

5,912

 

Total current assets

 

635,539

 

308,701

 

 

 

(310,831

)

633,409

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

790,001

 

770,875

 

4 (a)

 

4,195,377

 

5,756,253

 

Goodwill

 

 

 

4 (a)

 

222,566

 

222,566

 

Deferred income taxes

 

149,520

 

469

 

 

 

 

149,989

 

Other long-term assets

 

82,705

 

92,081

 

4 (a), (c)

 

83,839

 

258,625

 

TOTAL ASSETS

 

$

1,657,765

 

$

1,172,126

 

 

 

$

4,190,951

 

$

7,020,842

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

123,091

 

$

131,354

 

4 (d)

 

$

21,354

 

$

275,799

 

Current debt

 

13,903

 

32,846

 

4 (c)

 

42,564

 

89,313

 

Accumulated postretirement benefits obligation

 

24,753

 

 

 

 

 

24,753

 

Other current liabilities

 

24,362

 

33,642

 

4 (a)

 

6,742

 

64,746

 

Current liabilities of discontinued operations

 

7,738

 

 

 

 

 

7,738

 

Total current liabilities

 

193,847

 

197,842

 

 

 

70,660

 

462,349

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

154,570

 

61,523

 

4 (c)

 

2,171,374

 

2,387,467

 

Accumulated postretirement benefits obligation

 

451,348

 

 

 

 

 

451,348

 

Deferred income taxes

 

 

52,050

 

4 (a)

 

1,540,209

 

1,592,259

 

Other long-term liabilities

 

262,934

 

40,216

 

 

 

 

303,150

 

TOTAL LIABILITIES

 

1,062,699

 

351,631

 

 

 

3,782,243

 

5,196,573

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

531

 

571,354

 

3, 4 (a)

 

90

 

621

 

 

 

 

 

 

 

4 (b)

 

(571,354

)

 

 

Capital in excess of par value

 

355,540

 

16,692

 

4 (b)

 

(16,692

)

1,595,881

 

 

 

 

 

 

 

3, 4 (a)

 

1,240,341

 

 

 

Retained earnings

 

411,383

 

251,469

 

4 (b)

 

(251,469

)

400,155

 

 

 

 

 

 

 

4 (d)

 

(28,545

)

 

 

 

 

 

 

 

 

3, 4 (c)

 

17,317

 

 

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

 

(31,051

)

4 (b)

 

31,051

 

 

Pension and other postretirement benefit plans, net of tax

 

(172,317

)

 

 

 

 

(172,317

)

Unrealized loss on hedges, net of tax

 

(71

)

 

 

 

 

(71

)

Unrealized gain on available for sale securities, net of tax

 

 

12,031

 

4 (b)

 

(12,031

)

 

TOTAL STOCKHOLDERS’ EQUITY

 

595,066

 

820,495

 

 

 

408,708

 

1,824,269

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,657,765

 

$

1,172,126

 

 

 

$

4,190,951

 

$

7,020,842

 

 

2



 

WALTER ENERGY, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2010

(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Historical
Walter Energy

 

Historical
Western Coal
(Schedule 2)

 

Note

 

Pro forma
adjustments

 

Pro forma
condensed
combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

1,570,845

 

$

757,523

 

 

 

$

 

$

2,328,368

 

Miscellaneous income

 

16,885

 

 

 

 

 

16,885

 

 

 

1,587,730

 

757,523

 

 

 

 

2,345,253

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation, depletion and amortization)

 

766,516

 

504,982

 

 

 

 

1,271,498

 

Depreciation, depletion and amortization

 

98,702

 

60,560

 

4 (e)

 

118,436

 

277,698

 

Selling, general and administrative

 

86,972

 

71,611

 

4 (d)

 

(12,909

)

145,674

 

Postretirement benefits

 

41,478

 

 

 

 

 

41,478

 

 

 

993,668

 

637,153

 

 

 

105,527

 

1,736,348

 

Operating income (loss)

 

594,062

 

120,370

 

 

 

(105,527

)

608,905

 

Share of loss for entities accounted for using the equity method

 

 

(8,080

)

 

 

 

(8,080

)

Other income

 

 

8,457

 

 

 

 

8,457

 

Interest expense

 

(17,250

)

(10,382

)

4 (f)

 

(104,011

)

(125,245

)

 

 

 

 

 

 

4 (g)

 

6,398

 

 

 

Interest income

 

784

 

2,170

 

 

 

 

2,954

 

Income (loss) from continuing operations before income tax expense (benefit)

 

577,596

 

112,535

 

 

 

(203,140

)

486,991

 

Income tax expense (benefit)

 

188,171

 

30,595

 

4 (h)

 

(76,909

)

141,857

 

Net income (loss) from continuing operations

 

$

389,425

 

$

81,940

 

 

 

$

(126,231

)

$

345,134

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share from continuing operations (Note 5)

 

$

7.32

 

 

 

 

 

 

 

$

5.55

 

Diluted income per share from continuing operations (Note 5)

 

$

7.25

 

 

 

 

 

 

 

$

5.50

 

 

3



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

1.             Basis of presentation

 

The unaudited pro forma condensed combined financial statements have been prepared in connection with the business combination transaction (the “Transaction”) between Walter Energy, Inc. (“Walter Energy”) and Western Coal Corp. (“Western Coal”). On December 2, 2010, Walter Energy and Western Coal entered into an agreement whereby Walter Energy agreed to acquire all of the issued and outstanding shares of Western Coal (other than shares held by Walter Energy, Western Coal or their respective affiliates)for C$11.50 per share in cash or 0.114 of a Walter Energy share of common stock, or for a combination thereof at the holder’s election, and all subject to proration. On January 20, 2011, Walter Energy purchased 25.3 million common shares of Western Coal from funds advised by Audley Capital for C$11.50 per share. Western Coal became a wholly-owned subsidiary of Walter Energy on April 1, 2011, the closing date of the Transaction.

 

The unaudited pro forma condensed combined financial statements are presented in United States dollars (“$”), which is the functional currency of Walter Energy.  References to “C$” represent amounts presented in Canadian dollars.

 

The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and give effect to the Transaction pursuant to the assumptions described in Notes 3 and 4 to the unaudited pro forma condensed combined financial statements. The acquisition of Western Coal by Walter Energy has been accounted for under accounting principles generally accepted in the United States of America (“U.S. GAAP”) as if the Transaction had been completed as of January 1, 2010 for the unaudited pro forma condensed combined statement of operations and as of December 31, 2010 for the unaudited pro forma condensed combined balance sheet. Walter Energy’s fiscal year end is December 31, whereas Western Coal’s fiscal year end was March 31. For purposes of the pro forma condensed combined financial statements, results for Western Coal have been prepared on a calendar year basis.

 

The unaudited pro forma condensed combined financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the Transaction had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the combined entities for any future period or as of any future date. Actual amounts recorded upon consummation of the Transaction will likely differ from those recorded in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not reflect any special items such as integration costs or operating synergies that may be realized as a result of the Transaction.

 

The pro forma adjustments and allocations of the estimated consideration transferred are based in part on estimates of the fair value of assets acquired and liabilities assumed. A preliminary determination of the related purchase price allocation has been presented herein; however, additional analysis with respect to the value of certain assets, contractual arrangements, tax attributes and liabilities could materially affect the allocation of the consideration to the assets and liabilities as presented in the unaudited pro forma condensed combined financial statements.

 

In preparing the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations in accordance with U.S. GAAP, the following historical information was used:

 

(a)           the audited consolidated financial statements of Walter Energy as of and for the year ended December 31, 2010 prepared in accordance with U.S. GAAP;

 

(b)           the unaudited consolidated financial statements of Western Coal as of and for the nine months ended December 31, 2010 prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”);

 

(c)           the audited consolidated financial statements of Western Coal for the year ended March 31, 2010 prepared in accordance with Canadian GAAP; and

 

(d)           the unaudited consolidated statement of income of Western Coal for the nine months ended December 31, 2009 prepared in accordance with Canadian GAAP.

 

Note 6 provides additional information with respect to the nature of the U.S. GAAP adjustments needed to reconcile Western Coal’s consolidated financial statements prepared in accordance with Canadian GAAP to those prepared in accordance with U.S. GAAP.

 

4



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 (Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations should be read in conjunction with the historical financial statements including the notes of Walter Energy (included in Walter Energy’s annual reports on Form 10-K and quarterly reports on Form 10-Q) and of Western Coal (see Exhibits 99.1, 99.2 and 99.3 included with this amended Form 8-K).

 

The significant accounting policies used in preparing the unaudited pro forma condensed combined financial statements are set out in Walter Energy’s consolidated financial statements for the year ended December 31, 2010.

 

2.             Translation of Western Coal’s historical financial statements to U.S. dollars

 

The unaudited pro forma condensed combined financial statements are presented in U.S. dollars unless otherwise stated, and accordingly, financial information of Western Coal used to prepare the unaudited pro forma condensed combined financial statements was translated from Canadian dollars to U.S. dollars (Schedules 1 and 2) using the following exchange rates, which correspond with the exchange rates for the periods being presented:

 

Balance sheet as of December 31, 2010: Closing rate

C$1 = US$1.0054

Statement of operations for the year ended December 31, 2010: Average for the period

C$1 = US$0.9708

 

3.             Acquisition of Western Coal

 

On December 2, 2010, Walter Energy and Western Coal entered into an agreement whereby Walter Energy agreed to acquire all of the issued and outstanding common shares of Western Coal (other than shares held by Walter Energy, Western Coal or their respective affiliates) for C$11.50 per share in cash or 0.114 of a Walter Energy share of common stock, or for a combination thereof at the holder’s election, and all subject to proration.

 

In January 2011, the Company acquired 25,274,745 common shares of Western Coal, or 9.15% of the outstanding shares, from funds advised by Audley Capital. The shares were purchased for $293.7 million in cash and had a fair value of $314.2 million on April 1, 2011. On April 1, 2011, the Company acquired the remaining outstanding common shares of Western Coal for a combination of $2,171.0 million in cash and the issuance of 8,951,558 common shares of Walter Energy valued at $1,224.1 million. The fair value of Walter Energy’s common stock on April 1, 2011 was $136.75 per share based on the closing value on the New York Stock Exchange.  All of the outstanding options to purchase Western Coal common shares that were not exercised prior to the closing date of the Transaction were exchanged for fully-vested and immediately exercisable options to purchase shares of Walter Energy common stock (the “Replacement Options”).  The outstanding warrants of Western Coal (the “Western Warrants”) were not directly affected by the Transaction.  Instead, upon exercise, each Western Warrant will entitle the holder to receive the cash and shares of Walter Energy common stock that would have been issued if the Western Warrant had been exercised immediately before closing of the Transaction.  The Transaction is being accounted for using the acquisition method, with Walter Energy as the acquirer of Western Coal.

 

The preliminary allocation of the estimated consideration is summarized as follows:

 

Cash consideration

 

$

2,464,723

 

Exchange of 8,951,558 shares of Walter Energy common stock at $136.75 per share

 

1,224,126

 

Fair value of Replacement Options issued and Western Warrants

 

16,305

 

Fair value of consideration transferred

 

3,705,154

 

Increase in fair value of Walter Energy’s equity interest in Western Coal before the Transaction

 

20,553

 

Total estimated consideration

 

$

3,725,707

 

 

5


 


 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

The estimated fair value of consideration transferred was allocated based on the income, cost and market price valuation methods as deemed appropriate, resulting in the following:

 

Net working capital

 

$

116,118

 

Property, plant and equipment, net

 

4,966,252

 

Goodwill

 

222,566

 

Other long-term assets

 

114,769

 

Deferred income taxes

 

(1,592,259

)

Other long-term liabilities

 

(101,739

)

Net identifiable assets

 

$

3,725,707

 

 

A full and detailed valuation of the Western Coal assets and liabilities is being completed with the assistance of an independent third party and certain information and analysis remains pending at this time.  Therefore, it is possible that the fair values of assets acquired and liabilities assumed could differ from those presented herein upon additional analysis and the differences may be material. Additional analysis with respect to the value of certain assets, contractual arrangements, tax attributes and liabilities could materially affect the allocation of the consideration to the assets and liabilities as presented in the unaudited pro forma condensed combined financial statements.  After the Transaction, the earnings of the combined company will include the effect of acquisition method accounting adjustments, including the effect of changes in the cost basis of tangible assets, identifiable intangible assets and liabilities assumed on operating costs, including depreciation, depletion and amortization expenses.

 

The determination of the combined reporting units and the method of allocating goodwill, if any, to those reporting units has not yet been completed.

 

The deferred income tax liability has been determined using an estimated tax rate of 34.75%, which represents the weighted average jurisdictional statutory tax rate of Western Coal. The actual effective income tax rate could be significantly different than the estimated tax rate, and depends on the consideration transferred and final valuation of assets acquired and liabilities assumed.

 

4.             Effect of the Transaction on the unaudited pro forma condensed combined financial statements

 

The unaudited pro forma condensed combined financial statements incorporate the following pro forma assumptions and adjustments:

 

(a)                                  This adjustment reflects the payment of cash and the issuance of equity interests in connection with the acquisition of all of the outstanding common shares of Western Coal and gives rise to fair value adjustments to the book values of certain assets and liabilities of Western Coal, and the resulting deferred income taxes and goodwill, as follows:

 

Fair Value Adjustments

 

 

 

Inventories

 

$

19,401

 

Property, plant and equipment, net

 

4,195,377

 

Goodwill

 

222,566

 

Other long-term assets

 

22,223

 

Other current liabilities

 

(6,742

)

Deferred income taxes

 

(1,547,613

)

 

 

2,905,212

 

Book value of net assets of Western Coal acquired

 

820,495

 

Total consideration transferred

 

$

3,725,707

 

 

(b)                                 This adjustment eliminates the historical stockholders’ equity accounts of Western Coal.

 

6



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

(c)                                  This adjustment reflects the effect of the cash paid and borrowings incurred to affect the acquisition of Western Coal.

 

The source of funds used to pay the total cash consideration of $2,464.7 million includes the $293.7 million paid from existing cash to funds managed by Audley Capital in January 2011 and $2,171.0 million of borrowed funds under a $2,725.0 million credit facility (“new credit facility”).  Financing fees and transaction related costs totaling $86.9 million were also paid from funds borrowed under the credit facility.  Additionally, Walter Energy repaid in full all outstanding loans and accrued interest totaling $136.4 million under the 2005 credit agreement utilizing $92.1 million of borrowed funds under the new credit facility and $44.3 million of existing cash and simultaneously terminated the agreement.  No penalties were due in connection with the repayments.

 

(d)                                 Total transaction costs are expected to be approximately $41 million. Of this amount, approximately $13 million was incurred prior to December 31, 2010, approximately $7 million was paid from funds borrowed under the new credit facility, and approximately $21 million has been included in Accounts payable and accrued expenses in the unaudited pro forma condensed combined balance sheet. These transaction costs are not included in the unaudited pro forma condensed combined statement of operations as these costs are nonrecurring.

 

The following adjustments are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010 assuming that the acquisition of Western Coal occurred on January 1, 2010.

 

(e)                                  This adjustment represents an estimated increase to depreciation, depletion and amortization expense associated with the preliminary estimate of the fair value adjustment of approximately $4,195.4 million allocated to property, plant and equipment, of which $4,151.9 million relates to an adjustment of mineral interests and $43.5 million relates to an adjustment to other property plant and equipment. The mineral interests are amortized using the unit of production method. The estimated depletion expense on the preliminary adjustment to fair value for the mineral interests for each of the five succeeding fiscal years is as follows (in millions):

 

Year Ending December 31

 

 

 

Remainder of 2011 — post acquisition

 

$

128

 

2012

 

203

 

2013

 

227

 

2014

 

247

 

2015

 

256

 

2016

 

273

 

Total

 

$

1,334

 

 

Walter Energy has completed a preliminary assessment of the fair values of Western Coal’s assets and liabilities. Additional analysis could result in adjustments to the fair value estimates of identifiable assets and liabilities, including but not limited to, inventory, depreciable tangible assets, proven and probable reserves, value beyond proven and probable reserves (“VBPP”), intangible assets and contract-related liabilities.

 

7



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

(f)                                    This adjustment reflects interest expense on the borrowings (the “Tranche A” and “Tranche B” facilities) used to finance the acquisition of the outstanding shares of Western Coal and amortization of the deferred financing costs on the new bank facility. For purposes of calculating the pro forma interest expense, an interest rate of 3.25% on the Tranche A facility and 4.00% on the Tranche B facility was used.

 

The interest rate on the Tranche A facility of 3.25% is based on an adjusted LIBOR plus 300 basis points and the interest rate on the Tranche B facility of 4.00% is based on an adjusted LIBOR floor of 1.0% plus 300 basis points.  The effect of a 0.125% increase or decrease in the assumed interest rate on the Tranche A facility would effect net income by approximately $0.7 million. Because the LIBOR rate for the Tranche B facility was more than 0.125% below the 1.0% floor as of April 1, 2011, a 0.125% change in the assumed interest rate would not impact interest expense related to the Tranche B facility.

 

The adjustments to interest expense are presented as if the borrowings occurred on January 1, 2010. The amortization of deferred financing costs is presented as if the financing costs were incurred on January 1, 2010 and have been amortized over the applicable lives of each tranche in the new credit facility.

 

(g)                                 This adjustment reflects the reversal of interest expense relating to the previous debt structure that was eliminated as a result of the Transaction.

 

(h)                                 This adjustment reflects the income tax effect of the above noted pro forma adjustments at the statutory rate applicable to the jurisdiction giving rise to the adjustment.

 

5.             Walter Energy common shares outstanding

 

The average number of common shares (in thousands) used in the computation of pro forma basic and diluted income per share has been determined as follows:

 

 

 

Year ended

 

 

 

December 31, 2010

 

Basic weighted average common shares outstanding

 

53,179

 

Shares issued to acquire Western Coal

 

8,952

 

Pro forma basic weighted average common shares

 

62,131

 

Diluted weighted average common shares outstanding

 

53,700

 

Shares issued to acquire Western Coal and dilutive effect of the Replacement Options and Western Warrants

 

9,031

 

Pro forma diluted weighted average common shares

 

62,731

 

 

6.             U.S. GAAP adjustments to Western Coal’s historical financial statements included in Schedules 1 and 2

 

(a)          Pre-operating results

 

Under Canadian GAAP, the concept of commercial production is not concisely defined but recognizes that the transition from development to production is subject to management’s judgment. As such, certain minerals extracted and sold during the management-defined development period are treated as a reduction to the cost of the capital asset exclusive of depreciation. Under U.S. GAAP, the development of a surface mine is deemed to conclude when more than de minimus saleable minerals are extracted from an ore body regardless of the level of production. As such, all revenues and expenses relating to extracted minerals are recorded in the statement of operations. Western Coal generated Net sales of $50.3 million during its defined development period in the year ended December 31, 2010. Associated Costs of sales (exclusive of depreciation, depletion and amortization), Selling, general and administrative costs and interest expense incurred were $53.6 million, $0.5 million and $1.3 million, respectively.

 

8



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of United States dollars, except where otherwise specified and share and per share amounts)

 

(b)          Joint venture

 

Under Canadian GAAP, Western Coal has accounted for its 50% interest in Energy Recovery Investments Ltd. (the “Joint Venture”) using the proportionate consolidation method whereby Western Coal’s proportionate share of each line item of assets, liabilities, revenues and expenses is included in the corresponding financial statement line item. Under U.S. GAAP, Western Coal would account for its Joint Venture interest using the equity method whereby Western Coal’s share of earnings and losses would be included in its statement of operations as share of income (loss) of the entities accounted for using the equity method, and the carrying value of Western Coal’s share in the equity of the Joint Venture would be recorded on the balance sheet in other long-term assets.

 

(c)           Business combination

 

Under U.S. GAAP, for business combinations that close in fiscal years that commence on or after December 15, 2008, acquisition related costs are excluded from the consideration transferred in a business combination (formerly referred to as purchase price) and are expensed as incurred. Before that date, such costs were included in the purchase price. Prior to April 1, 2010, Western Coal’s accounting policy under Canadian GAAP was to include acquisition related costs in the consideration transferred in business combinations.

 

Until April 1, 2010, under Western Coal’s accounting policy under Canadian GAAP, the measurement date for equity interests issued by the acquirer in a business combination was two days before and after the terms of an acquisition are agreed to and announced while under U.S. GAAP the measurement date is the closing date. Western Coal announced the acquisition of Cambrian Mining Plc on May 20, 2009 and closed the acquisition on July 13, 2009.

 

Prior to April 1, 2010, under Western Coal’s accounting policy under Canadian GAAP, any excess of the fair value of identifiable assets acquired and liabilities assumed over the fair value of purchase consideration was allocated to certain acquired non-current assets until their carrying amounts were reduced to zero, and any remaining amount, which was considered negative goodwill, was recognized as an extraordinary gain in the statement of operations. Under U.S. GAAP, for business combinations that close in fiscal years that commence on or after December 15, 2008, any such excess is recorded as a gain from bargain purchase in the statement of operations. Before that date, the U.S. GAAP treatment of such excess was similar to Canadian GAAP.

 

In addition, under Canadian GAAP, the noncontrolling interests’ percentage of net assets acquired are recorded at the carrying values of the acquiree. Under U.S. GAAP, for business combinations that close in fiscal years that commence on or after December 15, 2008, the acquirer must measure noncontrolling interests in the acquiree at fair value as of the closing date.

 

The above noted differences resulted in an increase in depreciation, depletion and amortization expense of $2.7 million for the year ended December 31, 2010.

 

(d)          Available for sale security

 

As of December 31, 2010, Western Coal no longer exercised significant influence over its available for sale investment, Mandalay Resources Corporation (“Mandalay”) due to the issuance of additional common shares of Mandalay and the exercise of the existing call options. As a result, Western Coal changed from equity method accounting to fair value accounting. Under Canadian GAAP, the initial basis of the investment is the fair value of the security and the difference between the carrying amount and the fair value is recognized in the statement of operations. Under U.S. GAAP, Western Coal would account for its investment in Mandalay as an available for sale security. The initial basis of the investment would be the carrying amount of the investment and the difference between the carrying amount and the fair value would be recorded in other comprehensive income.

 

9



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Schedule 1

 

WESTERN COAL CORPORATION

BALANCE SHEET AS OF DECEMBER 31, 2010

(in thousands)

 

 

 

Canadian
GAAP

 

U.S. GAAP
Adjustments

 

 

 

As Coverted To U.S. GAAP

 

 

 

C$

 

 

 

 

 

 

 

US$

 

 

 

(1)

 

C$

 

Note

 

C$

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

79,866

 

$

(572

)

6 (b)

 

$

79,294

 

$

79,724

 

Receivables, net

 

115,839

 

(212

)

6 (b)

 

115,627

 

116,255

 

Inventories

 

74,749

 

3,283

 

6 (a), (b)

 

78,032

 

78,456

 

Deferred income taxes

 

4,813

 

2,551

 

6 (a)

 

7,364

 

7,404

 

Prepaid expenses

 

26,717

 

 

 

 

26,717

 

26,862

 

Total current assets

 

301,984

 

5,050

 

 

 

307,034

 

308,701

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

722,261

 

44,451

 

6 (a), (b), (c)

 

766,712

 

770,875

 

Deferred income taxes

 

466

 

 

 

 

466

 

469

 

Other long-term assets

 

84,726

 

6,859

 

6 (b), (c)

 

91,585

 

92,081

 

TOTAL ASSETS

 

$

1,109,437

 

$

56,360

 

 

 

$

1,165,797

 

$

1,172,126

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

131,499

 

$

(854

)

6 (b)

 

$

130,645

 

$

131,354

 

Current debt

 

32,669

 

 

 

 

32,669

 

32,846

 

Other current liabilities

 

33,460

 

 

 

 

33,460

 

33,642

 

Total current liabilities

 

197,628

 

(854

)

 

 

196,774

 

197,842

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

61,248

 

(58

)

6 (b)

 

61,190

 

61,523

 

Deferred income taxes

 

51,769

 

 

 

 

51,769

 

52,050

 

Other long-term liabilities

 

39,998

 

 

 

 

39,998

 

40,216

 

TOTAL LIABILITIES

 

350,643

 

(912

)

 

 

349,731

 

351,631

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

561,008

 

7,261

 

6 (c)

 

568,269

 

571,354

 

Capital in excess of par value

 

16,602

 

 

 

 

16,602

 

16,692

 

Retained earnings

 

190,755

 

59,356

 

6 (a), (c), (d)

 

250,111

 

251,469

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment

 

(20,633

)

(10,250

)

6 (c)

 

(30,883

)

(31,051

)

Unrealized gain on available-for-sale-securities, net of tax

 

11,062

 

905

 

6 (d)

 

11,967

 

12,031

 

TOTAL STOCKHOLDERS’ EQUITY

 

758,794

 

57,272

 

 

 

816,066

 

820,495

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,109,437

 

$

56,360

 

 

 

$

1,165,797

 

$

1,172,126

 

 


(1)  Presentation reclassified to be consistent with the unaudited pro forma combined financial statements included elsewhere in the document.

(2)  See Note 2 to the unadited pro forma condensed combined financial statements.

 

10



 

WALTER ENERGY, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Schedule 2

 

WESTERN COAL CORPORATION

STATEMENT OF OPERATIONS

(in thousands)

 

 

 

For the nine
months ended
December 31,
2009

 

For the twelve
months ended
March 31,
2010

 

For the nine
months ended
December 31,
2010

 

Canadian
GAAP

 

U.S. GAAP
Adjustments

 

 

 

As Converted To U.S. GAAP

 

 

 

C$

 

C$

 

C$

 

C$

 

 

 

 

 

 

 

US$

 

 

 

(1)

 

(1)

 

(1)

 

A+B+C (1)

 

C$

 

Note

 

C$

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales and revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

301,997

 

$

438,568

 

$

594,417

 

$

730,988

 

$

49,336

 

6 (a), (b)

 

$

780,324

 

$

757,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of depreciation, depletion and amortization)

 

208,758

 

321,425

 

354,319

 

466,986

 

53,196

 

6 (a), (b)

 

520,182

 

504,982

 

Depreciation, depletion and amortization

 

29,198

 

43,857

 

43,479

 

58,138

 

4,245

 

6 (a), (c)

 

62,383

 

60,560

 

Selling, general and administrative

 

28,675

 

42,604

 

59,337

 

73,266

 

501

 

6 (a), (b)

 

73,767

 

71,611

 

 

 

266,631

 

407,886

 

457,135

 

598,390

 

57,942

 

 

 

656,332

 

637,153

 

Operating income

 

35,366

 

30,682

 

137,282

 

132,598

 

(8,606

)

 

 

123,992

 

120,370

 

Share of income (loss) for entities accounted for using the equity method

 

870

 

(237

)

(7,614

)

(8,721

)

398

 

6 (b)

 

(8,323

)

(8,080

)

Other income (expense)

 

14,886

 

23,328

 

1,723

 

10,165

 

(1,453

)

6 (d)

 

8,712

 

8,457

 

Interest expense

 

(8,958

)

(14,109

)

(4,268

)

(9,419

)

(1,276

)

6 (a), (b)

 

(10,695

)

(10,382

)

Interest income

 

1,709

 

3,122

 

822

 

2,235

 

 

 

 

2,235

 

2,170

 

Income before income tax expense

 

43,873

 

42,786

 

127,945

 

126,858

 

(10,937

)

 

 

115,921

 

112,535

 

Income tax expense

 

14,355

 

1,882

 

47,089

 

34,616

 

(3,100

)

6 (a), (d)

 

31,516

 

30,595

 

Net income

 

$

29,518

 

$

40,904

 

$

80,856

 

$

92,242

 

$

(7,837

)

 

 

$

84,405

 

$

81,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests

 

(86

)

100

 

(531

)

(345

)

 

 

 

(345

)

(335

)

Shareholders of the company

 

29,604

 

40,804

 

81,387

 

92,587

 

(7,837

)

 

 

84,750

 

82,275

 

 


(1) Presentation reclassified to be consistent with the unaudited pro forma combined financial statements included elsewhere in the document.

(2) See Note 2 to the condensed combined financial statements.

 

11