WESTMORELAND COAL COMPANY (NASDAQ:WLB) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition.
On March 28, 2017, Westmoreland Coal Company (the Company) issued a
press release announcing its financial results for the fourth
quarter and fiscal year 2016 ended December 31, 2016. A copy of
this press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
press release announcing its financial results for the fourth
quarter and fiscal year 2016 ended December 31, 2016. A copy of
this press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
On March 28, 2017, beginning at 4:30 p.m. Eastern Time, the Company
hosted a conference call with investors to discuss the Company’s
financial and operating results for the fourth quarter and fiscal
year ended December 31, 2016. The conference call was made
available to the public via dial-in and webcast. In connection with
the earnings conference call, the Company published an investor
presentation that included the slides furnished as Exhibit 99.2 to
this Current Report on Form 8-K and incorporated by reference
herein. The slides contained in Exhibit 99.2 are also posted on the
Company’s website at www.westmoreland.com.
hosted a conference call with investors to discuss the Company’s
financial and operating results for the fourth quarter and fiscal
year ended December 31, 2016. The conference call was made
available to the public via dial-in and webcast. In connection with
the earnings conference call, the Company published an investor
presentation that included the slides furnished as Exhibit 99.2 to
this Current Report on Form 8-K and incorporated by reference
herein. The slides contained in Exhibit 99.2 are also posted on the
Company’s website at www.westmoreland.com.
The information in this Item 2.02 of the Current Report on Form 8-K
and the exhibits attached hereto are being furnished and shall not
be deemed filed for purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), nor shall they
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended (the Securities Act), except as
shall be expressly set forth by specific reference in such filing.
and the exhibits attached hereto are being furnished and shall not
be deemed filed for purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), nor shall they
be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended (the Securities Act), except as
shall be expressly set forth by specific reference in such filing.
Item 5.02. Appointment of Chief Financial Officer
On March 6, 2017, the Company appointed Gary A. Kohn, 51, as its
Chief Financial Officer. Mr. Kohn had previously served as Interim
Chief Financial Officer since November 2016. Mr. Kohn joined the
Company as Vice President, Investor Relations in April 2016. Mr.
Kohn has held leadership positions in the fields of investor
relations, treasury, and financial planning and analysis with
several public companies including First Data, Western Union,
including most recently, from 2011-2014 at Intrepid Potash and
2008-2011 at Ciber. Mr. Kohn began his career as a certified public
accountant with a focus on audit and taxation. He earned his
Bachelor of Science degree in Accounting from the University of
Northern Colorado in 1988. There are no agreements, arrangements,
relationships or transactions between the Company and Mr. Kohn
required to be disclosed under Items 401 or 404(a) of Regulation
S-K. A copy of the press release announcing Mr. Kohn’s appointment
is attached hereto as Exhibit 99.3.
Chief Financial Officer. Mr. Kohn had previously served as Interim
Chief Financial Officer since November 2016. Mr. Kohn joined the
Company as Vice President, Investor Relations in April 2016. Mr.
Kohn has held leadership positions in the fields of investor
relations, treasury, and financial planning and analysis with
several public companies including First Data, Western Union,
including most recently, from 2011-2014 at Intrepid Potash and
2008-2011 at Ciber. Mr. Kohn began his career as a certified public
accountant with a focus on audit and taxation. He earned his
Bachelor of Science degree in Accounting from the University of
Northern Colorado in 1988. There are no agreements, arrangements,
relationships or transactions between the Company and Mr. Kohn
required to be disclosed under Items 401 or 404(a) of Regulation
S-K. A copy of the press release announcing Mr. Kohn’s appointment
is attached hereto as Exhibit 99.3.
Mr. Kohn will receive salary and benefits, and is eligible to
participate in the Companys Long-Term Incentive Program (LTIP) and
its Annual Incentive Program (AIP), each of which is described in
further detail in the Companys most recent Definitive Proxy
Statement filed on April 4, 2016. The Companys Compensation and
Benefits Committee also determined certain aspects of Mr. Kohns
compensation package. Mr. Kohn will be awarded restricted stock
units with a value equal to 80% of his base salary under the LTIP,
50% of which are time-vested restricted stock units vesting each
year on April 1st, and 50% of which are performance-based
restricted stock units which vest every three years, depending on
the achievement of certain pre-established performance goals. Mr.
Kohn is also eligible to participate in the Companys AIP at 60% of
his base salary, under which his financial performance payout will
be determined based on the Companys actual versus budgeted
consolidated free cash flow metric in accordance with the AIP.
participate in the Companys Long-Term Incentive Program (LTIP) and
its Annual Incentive Program (AIP), each of which is described in
further detail in the Companys most recent Definitive Proxy
Statement filed on April 4, 2016. The Companys Compensation and
Benefits Committee also determined certain aspects of Mr. Kohns
compensation package. Mr. Kohn will be awarded restricted stock
units with a value equal to 80% of his base salary under the LTIP,
50% of which are time-vested restricted stock units vesting each
year on April 1st, and 50% of which are performance-based
restricted stock units which vest every three years, depending on
the achievement of certain pre-established performance goals. Mr.
Kohn is also eligible to participate in the Companys AIP at 60% of
his base salary, under which his financial performance payout will
be determined based on the Companys actual versus budgeted
consolidated free cash flow metric in accordance with the AIP.
In connection with his promotion, Mr. Kohn also entered into a
change in control severance agreement (the Agreement) with the
Company that includes a double trigger change in control mechanism.
Upon termination after a Change in Control (as defined in the
Agreement), Mr. Kohn is entitled to payment of two times his base
salary and his target bonus under the AIP, as well as an immediate
vesting of all equity awards granted but not yet vested. The
Agreement has a two-year term that is automatically renewed for
additional one-year terms if not terminated within nine months of
the initial term expiration date. The Agreement also includes
customary confidentiality and non-disparagement terms, as well as a
one-year non-compete clause.
change in control severance agreement (the Agreement) with the
Company that includes a double trigger change in control mechanism.
Upon termination after a Change in Control (as defined in the
Agreement), Mr. Kohn is entitled to payment of two times his base
salary and his target bonus under the AIP, as well as an immediate
vesting of all equity awards granted but not yet vested. The
Agreement has a two-year term that is automatically renewed for
additional one-year terms if not terminated within nine months of
the initial term expiration date. The Agreement also includes
customary confidentiality and non-disparagement terms, as well as a
one-year non-compete clause.
The above description of the Agreement is qualified in its entirety
by reference to the terms of the Agreement, which is attached as
Exhibit 10.44 to our Annual Report on Form 10-K filed on March 28,
2017, and is incorporated herein by reference.
by reference to the terms of the Agreement, which is attached as
Exhibit 10.44 to our Annual Report on Form 10-K filed on March 28,
2017, and is incorporated herein by reference.
The Company elected to delay the filing of this required disclosure
under Item 5.02 on Form 8-K until the public announcement of Mr.
Kohns hiring in the Companys press release attached hereto as
Exhibit 99.3, which announcement was made on the date of this
filing, in reliance on the instruction provided under Item 5.02(c)
of Form 8-K.
under Item 5.02 on Form 8-K until the public announcement of Mr.
Kohns hiring in the Companys press release attached hereto as
Exhibit 99.3, which announcement was made on the date of this
filing, in reliance on the instruction provided under Item 5.02(c)
of Form 8-K.
Item 7.01. Regulation FD Disclosure
On March 28, 2017, the Company published a press release related
to an amendment to the joint venture arrangement between Prairie
Mines Royalty ULC, a Canadian subsidiary of the Company, and
Capital Power, a copy of which is furnished as Exhibit 99.4 to
this Current Report on Form 8-K. The press release contained in
Exhibit 99.4 is also posted on the Company’s website at
www.westmoreland.com.
to an amendment to the joint venture arrangement between Prairie
Mines Royalty ULC, a Canadian subsidiary of the Company, and
Capital Power, a copy of which is furnished as Exhibit 99.4 to
this Current Report on Form 8-K. The press release contained in
Exhibit 99.4 is also posted on the Company’s website at
www.westmoreland.com.
The information in Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.4) shall not be deemed filed for purposes of
Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a
filing.
(including Exhibit 99.4) shall not be deemed filed for purposes of
Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press Release dated March 28, 2017
|
|
99.2
|
|
Investor Presentation dated March 28, 2017
|
|
99.3
|
|
Press Release announcing Mr. Kohn’s appointment as Chief
Financial Officer, dated March 28, 2017 |
|
99.4
|
|
Press Release announcing Capital Power transaction, dated
March 28, 2017 |
About WESTMORELAND COAL COMPANY (NASDAQ:WLB)
Westmoreland Coal Company is an energy company. The Company operates through six segments: Coal – U.S., Coal – Canada, Coal – Westmoreland Resource Partners, LP (WMLP), Power, Heritage and Corporate. Coal – U.S. segment includes the operations of coal mines located in Montana, North Dakota, Ohio, Texas and New Mexico. Coal – Canada segment includes the operations of coal mines located in Alberta and Saskatchewan. Coal – WMLP segment includes the operations of Westmoreland Resource Partners, LP, a coal master limited partnership. Power segment includes its Roanoke Valley Power Facility (ROVA) operations located in North Carolina. Heritage segment includes the benefits the Company provides to former mining operation employees, as well as other administrative costs associated with providing those benefits and cost containment efforts. Corporate segment consists of corporate administrative expenses. WESTMORELAND COAL COMPANY (NASDAQ:WLB) Recent Trading Information
WESTMORELAND COAL COMPANY (NASDAQ:WLB) closed its last trading session up +0.25 at 14.62 with 232,365 shares trading hands.
