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Westmoreland Completes Restatement; Reports Results for the Third Quarter of 2007; Extends Filing Date of Form 10-K for Year Ended December 31, 2007; Closes Roanoke Valley Project Refinancing
Business Wire, March 17, 2008
COLORADO SPRINGS, Colo. -- Westmoreland Coal Company (AMEX: WLB) reported today that it had completed the previously announced restatement to correct errors in the amounts recorded for the Company's post-retirement medical benefit obligations and related expenses, its stock-based compensation expense and its state income taxes. The Company has filed its third quarter 2007 financial results which had been delayed pending completion of the restatement process. The Company has also filed the second amendment to its 2006 Annual Report on Form 10-K with the Securities and Exchange Commission to restate its consolidated financial statements as of December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004, and selected financial information for the years 2002 to 2006. Amended Forms 10-Q for the first and second quarters of 2007 were also filed.
Keith E. Alessi, President and CEO, commented: "The restatement delayed the finalization of our third quarter financial results, and we are pleased that we have now completed all of those restated reports. We can now complete our Form 10-K for 2007 and have it filed no later than the end of March, which is within the available extension period for that filing. With current financial statements now available, we are in a more favorable position to complete a refinancing of our Westmoreland Mining LLC subsidiary. A new debt structure that better matches debt payments with cash flows, provides funds for capital investments and provides additional liquidity and flexibility to the Company is our highest priority. Based on results of the refinancing activities, the Company will evaluate the need to raise additional capital in the future, which could take the form of a rights offering, and in connection with such evaluation, it has elected to withdraw the registration statement previously filed with the SEC in connection with the rights offering approved by shareholders in August, 2007."
"We have also recently reported two very significant transactions: a $15 million financing with our largest shareholder, and the refinancing of our wholly owned Roanoke Valley Energy Project, Units I and II, which I am pleased to report closed today. All of these initiatives are intended to work in concert to place Westmoreland on a more solid financial footing."
The Company also reported that it will file a Form 12b-25 which automatically extends the filing deadline for the Company's Form 10-K for fiscal year ended December 31, 2007 from March 17, 2008 to April 1, 2008. The Company expects to file the Form 10-K for 2007 within the extension period. The reason for the delay is to give the Company additional time to complete all work necessary to provide a final Form 10-K for review by its registered independent accountants, its Audit Committee and its Board of Directors. Because of the short amount of time between the filings of the restatement and Form 10-K for 2007, the Company's investor conference call will be scheduled to occur after the filing of the Form 10-K for 2007.
The closing of the ROVA power project refinancing also occurred today. The Company received a $5.0 million cash distribution as part of the refinancing. The new financing arrangement with Prudential Capital Group optimizes the debt structure of the project, consolidates the 2006 acquisition debt into the ROVA project debt, eliminates the need for ROVA to renew approximately $37 million in letters of credit and significantly reduces associated cash collateral requirements.
2006 Restated Results
The Company identified two groups of 198 individuals that were omitted from the census data used by its actuaries to calculate the Company's liability for two of its post-retirement medical benefit plans. The errors were discovered by the Company's actuaries and management during a review of one of the Company's post-retirement plans. In connection with the Company's subsequent comprehensive review of the census data for all of its post-retirement benefit plans, the Company determined that it had omitted 33 additional participants in other of its post-retirement medical benefit plans. With this restatement, the Company has now included in its post-retirement medical benefit liability an actuarially determined obligation for 231 additional former employees, bringing the total population included in the obligation to approximately 3,250.
The Company also identified an error in the calculation of its stock-based compensation expense and an offsetting error in its calculation of its state income taxes.
These errors resulted in an understatement of the Company's net loss of $5.1 million, $4.3 million, and $3.9 million for the years ending December 31, 2006, 2005, and 2004, respectively, and an understatement of the Company's liability for post-retirement medical costs of $59.7 million and $20.0 million at December 31, 2006 and 2005, respectively.
The restatement adjustments had no effect on the cash flows of the Company for any of the periods presented.
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