UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058
Washington, D.C. 20549 Expires: June 30, 1994
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FORM 12b-25 hours per response....2.50
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-752
CUSIP NUMBER
960878 10 6
(check One): _X_Form 10-K __Form 20-F __Form 11-K __Form 10-Q __FORM N-SAR
For Period Ended: 12/31/93
{ } Transition Report on Form 10-K
{ } Transition Report on Form 20-F
{ } Transition Report on Form 11-K
{ } Transition Report on Form 10-Q
{ } Transition Report on Form N-SAR
For the Transition Period
Ended:_______________________________________
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information
contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the
notification relates:
PART I -- REGISTRANT INFORMATION
Westmoreland Coal Company
___________________________________________________________________
Full Name of Registrant
________________________________________________________ _________
Former Name if Applicable
700 The Bellevue, 200 South Broad Street
___________________________________________________________________
Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19102
City, State and Zip
Code_______________________________________________________________
PART II -- Rules 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort
or expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
(12-b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets If
Needed). The Registrant is engaged in negotiations with its primary
lenders and guarantors to cure defaults arising from its non-compliance
with certain financial covenants as of December 31, 1993 by obtaining
amendments to those covenants or waivers of the defaults, or by a
possible refinancing of its lending facilities, including obtaining a
replacement Revolving Credit Facility or extension of the maturity
dates. The Registrant expects the new lending facility to be in place
or amendments and waivers obtained as soon as practicable, which may
cause the Registrant to prepare its Annual Report on Form 10-K for 1993
in a manner materially different from the manner of presentation now
applicable. In addition, the independent auditors' report may also be
significantly different from the report that would now be given, which
would be misleading under the circumstances.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Theodore E. Worcester (215) 545-2500
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter)
period that the registrant was required to file such reports) been
filed?
If answer is no, identify report(s) Yes_X_ No___
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will
be reflected by the earnings statements to be included in the subject
report or portion thereof?
Yes_X_ No___
If so, attach an explanation of the anticipated change, both
narratively and quanitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See attached press release, issued by the Registrant on February 25,
1994.
Westmoreland Coal Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date March 31, 1994 By Francis J. Boyle
Senior Vice President,
Chief Financial Officer
and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath
the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations
(See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendment thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is requested.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished. The
form shall be clearly identified at an amended notification.
_______________
Westmoreland Announces Fourth Quarter 1993
and 1993 Financial Results
and Declares Quarterly Dividend
On Series A Convertible Preferred Stock
_______________
Philadelphia, PA - February 25, 1994 -- Westmoreland Coal Company
(NYSE:WCX) today announced its fourth quarter 1993 and full year 1993
financial results which included special charges aggregating $79 million
and additional accruals for workers compensation liabilities.
The Company also announced that its Board of Directors declared
the stated quarterly dividend of $0.53125 per depositary share of the
Series A Convertible Exchangeable Preferred Stock. The dividend is
payable on April 1, 1994 to holders of record as of March 10, 1994.
Fourth Quarter 1993 Results
Westmoreland Coal Company's net loss, after preferred dividends,
was $94 million, or a loss of $13.44 per share, for the fourth quarter
1993 compared to a net loss after preferred dividends, of $38 million or
a loss of $5.43 per share, for the same quarter in 1992. Included in
the 1993 net loss was $79 million of special charges and $10 million of
additional accruals for workers compensation liabilities or a total of
$89 million.
1993's fourth quarter results include $79 million of charges
related to the writeoff in the carrying value of certain mining
operations and coal reserves along with provisions for the termination
of certain operations and personnel. These charges resulted from the
Company's continuing strategic review of its mining operations in light
of a continued depressed coal market that shows no definite signs of
prolonged improvement. The additional accrual for workers compensation
liabilities resulted from the Company's continuing assessment of its
exposure.
Of the $79 million of special charges, $43 million is for the
planned discontinuation in the second quarter of 1994 of most of the
Hampton Division's operations; $20 million is for the writeoff of the
partially developed Triangle mine complex idled since the early 80's and
classified within Other Coal Operations; and $16 million is for the
planned closedown in late 1994 of the Wentz mine complex and the
writeoff of certain assets within the Virginia Division. The decision
on the Hampton Division comes as a result of the loss in January 1994 of
an above-market coal sales contract for 300,000 tons per year. The
Triangle writeoff derives from management's 1993 review of
underperforming assets and its reassessment of the potential market and
economics of further development and operation of this complex in the
foreseeable future. The anticipated closedown of the Wentz mine complex
is due to the depletion of its economically mineable reserves. Finally,
the bulk of the other asset writeoffs in the Virginia Division arise
from the review of the economic potential for certain undeveloped coal
reserves owned in fee.
Of the total $79 million in charges, $39 million are non-cash and
are related to the book value of assets written down and $40 million is
related to accruals, which will be funded. Approximately $9 million of
the accruals will be funded in 1994, $5 million in 1995 and the
remainder in 1996 and beyond. The longer term accrual relates to
retiree medical benefits to be funded over the lifetimes of the
beneficiaries. These charges are not expected to result in a material
impact on 1994 earnings.
1992's fourth quarter results included charges totalling $35
million, of which $21 million was related to loans and obligations on
behalf of the Adventure Resources Companies, a coal supplier that filed
for bankruptcy, with the remainder related to uncollectible trade
receivables, reclamation and workers' compensation accruals.
Excluding all of the above charges, accruals and writeoffs, the
net loss after preferred dividends for the fourth quarter of 1993 was $5
million as compared to a loss of $3 million in the fourth quarter of
1992. The 1993 fourth quarter loss includes $2 million of increased
expense compared to 1992 attributable to the mandatory recognition of
non-cash charges related to the adoption of SFAS 106 (Employers
Accounting for Postretirement Benefits Other Than Pensions).
Total revenues for the fourth quarter 1993 were $125 million as
compared to $130 million for the same period in 1992. Coal sales were
4.5 million tons in the fourth quarter of 1993 compared to 4.7 million
tons in the same quarter of 1992. This decrease was caused by the
depressed export market and the closing in early-1993 of a mining
operation by a non-affiliated entity for which Westmoreland Coal Sales
Company acted as sales agent.
1993 Financial Results
Westmoreland's net loss, after preferred dividends, for 1993 was
$103 million, or a loss of $14.74 per share, compared to a net loss of
$43 million, or a loss of $5.68 per share in 1992. The principal
factors impacting results were the increased charges in the fourth
quarter of 1993 compared to 1992 and $11 million of non-cash SFAS 106
charges and lower export earnings. These adverse factors were partially
offset by improved operations at the Virginia Division and Criterion
Coal Company.
Total revenues for 1993 were $465 million as compared to $536
million in 1992. Coal sales were 16.7 million tons in 1993 versus 19.4
million tons in 1992. This decrease was due almost entirely to a
reduction in tons sold for other producers. Export sales tons decreased
32% while domestic sales tons decreased 8%.
Cash flow from operating activities for 1993 was $32 million in
1993 compared to $2 million in 1992. This improvement is related to
aggressive working capital management and improved productivity.
Discontinued Operations
Included in the net loss after preferred dividends for 1993 was
income from discontinued operations of $1 million as compared to $2
million for 1992. Westmoreland Energy, Inc. is currently accounted for
as a discontinued operation having been offered for sale in the third
quarter of 1993.
Liquidity
As of December 31, 1993, Westmoreland is not in compliance with
certain of the financial covenants contained in the Revolving Credit
Loan Agreement maturing July 1994, the 10% Senior Notes due July 1994,
the Westmoreland obligation under a $27 million letter of credit
expiring in July 1994 related to the financing of a portion of the
Dominion Terminal Associates coal export terminal and the Westmoreland
guarantee of a lease transaction on $4 million of mining equipment.
Outstanding borrowings under the Revolving Credit Loan Agreement and 10%
Senior Notes total $24 million as of February 24, 1994. Current
unrestricted cash on hand is approximately $16 million.
The Company is engaged in discussions with the institutions
participating in these credit arrangements about possible modifications
of the financial covenants or restructuring of the facilities including
the extension of the maturities thereof. "We are hopeful that
improvements in Westmoreland's operations reflected in our current cash
position, expected positive cash flow from operations in 1994 and the
prospect of additional liquidity from possible asset dispositions will
result in continued support by our lenders," said Francis J. Boyle,
Senior Vice President and Chief Financial Officer of Westmoreland. "If
we are successful in resolving these matters with our lenders promptly,
we would expect an unqualified opinion for 1993 results from our
auditors."
Outlook
"We will continue our careful assessment of the Company's assets,
strengths and weaknesses, the strategic alternatives available, and our
aggressive management wherever changes need to be made," said
Christopher K. Seglem, President and Chief Executive Officer. "While
perhaps bitter medicine, these steps must be taken to put Westmoreland
on as solid a footing as possible. The Company is committed to dealing
with the problem of underperforming assets. We are also pleased to
report improvement in our cash flow from operations."
"We have aggressively cut overhead, eliminated high cost
production, and improved our financial management, particularly with
respect to cash. We have also forged a new and innovative labor
platform with the United Mine Workers of America without a strike and
significantly improved operations management. However, the Company's
projected cash requirements for 1994 are significantly in excess of cash
expected to be generated by operations because of the $51 million of
debt and letters of credit maturing in July and the commitments of $29
million for Westmoreland Energy that are due through December 1994," Mr.
Seglem said. "This makes it likely that Westmoreland will sell a major
asset, but we will not be forced into a sale that is not in the best
interest of the shareholders. We would prefer to solve this problem by
extending the maturity of our debt agreements. As previously announced,
we have offered to sell Westmoreland Energy, Inc., our independent power
subsidiary. In addition, the strategic review currently underway may
result in the divestment of certain of our coal mining operations. The
decision to sell Westmoreland Energy, Inc. or coal mining operations
depends in large part on the price that prospective buyers are willing
to pay. As an alternative, we are seeking an extension of the July 1994
maturities from our lenders and are pursuing other actions to bridge our
cash requirements. After our 1994 cash requirements are met, our total
cash flow for the next few years should be more than adequate to meet
currently projected needs."
"No assurances can be given that asset sales can be accomplished
or that the Company's discussions with its lenders will result in a
waiver of the current covenant defaults or help the Company address the
fact that the debt is likely to mature prior to the availability of
proceeds from the sale of Westmoreland Energy or one of the coal
operations. Without cooperation from lenders, the Company might be
unable to meet its obligations upon acceleration or at the scheduled
maturity of its credit agreements."
"The Company is also continuing in its efforts to restructure its
Virginia Division including the closing of its Wentz mine and
preparation plant complex in 1994. However, as we have previously
disclosed, subsequent to the expiration of two above-market sales
contracts in 1995 and 1996, the ability of the Virginia Division to
operate profitably would require price increases, cost reductions or
some combination of the two. Some industry experts are predicting price
increases, and in cooperation with our workforce we have made
significant strides in addressing costs. But it would be premature to
predict the Virginia Division's ability to produce coal profitably at
market prices after 1996 when its two major sales contracts will have
expired."
Preferred Dividend
At today's meeting, the Board declared the stated quarterly
dividend of $0.53125 per depositary share of the Series A Convertible
Exchangeable Preferred Stock, payable April 1, 1994 to holders of record
on March 10, 1994.
Westmoreland Coal Company
Financial Highlights-- Fourth Quarter 1993
(In Thousands Except Per Share Data)
Three Months Twelve Months
Ended Dec. 31 Ended Dec. 31
1993 1992 1993 1992
Tons Sold
Own Operations 3,169 2,930 11,551 11,774
For Others 1,295 1,754 5,136 7,606
4,464 4,684 16,687 19,380
Revenues
Coal $ 124,191 $ 129,519 $ 461,593 $ 533,473
Other 563 711 3,662 2,816
$ 124,754 $ 130,230 $ 465,255 $ 536,289
Income (Loss) From Operations
Coal:
Virginia Division $ (24,658) $ (4,831) $ (24,630) $ (9,332)
Hampton Division (41,559) (618) (42,266) (966)
Criterion Coal
Company 2,414 1,695 10,289 6,492
Westmoreland
Resources, Inc. 177 3,067 3,152 5,910
Other Coal (27,669) (31,965) (40,794) (37,046)
Total Coal $ (91,295) $ (32,652) $ (94,249) $ (34,942)
Other (163) (156) 214 (383)
$ (91,458) $ (32,808) $ (94,035) $ (35,325)
Net Income (Loss):
Continuing
Operations $ (92,352) $ (35,619) $ (98,871) $ (43,036)
Discontinued
Operation $ 56 (899) 1,225 2,012
Total Net
Income (Loss) $ (92,296) $ (36,518) $ (97,646) $ (41,024)
Less Preferred
Stock Dividends 1,222 1,222 4,888 2,362
Net Income (Loss)
available to
Common Shareholders $ (93,518) $ (37,740) $(102,534) $ (43,386)
Earnings (Loss) per share available
to Common Shareholders:
Continuing
Operations $ (13.45) $ (5.30) $ (14.92) $ (5.94)
Discontinued
Operation .01 (.13) .18 .26
Total $ (13.44) $ (5.43) $ (14.74) $ (5.68)
Cash Flow from Operating
Activities $ 31,602 $ 1,758
Condensed Consolidated Balance Sheets As of December 31
1993 1992
Total Current Assets $ 95,241 $ 102,065
Total Assets $ 265,498 $ 324,625
Total Current Liabilities $ 101,080 $ 68,415
Shareholders' Equity $ 31,790 $ 134,477
Total Liabilities and
Shareholders' Equity $ 265,498 $ 324,625
The above information is prepared from the accounts of
the Company without audit.
