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OXF > SEC Filings for OXF > Form 10-Q on 9-May-2012All Recent SEC Filings

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Form 10-Q for OXFORD RESOURCE PARTNERS LP


9-May-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2011 included in our Annual Report on Form 10-K (our "Annual Report") and filed with the U.S. Securities and Exchange Commission (the "SEC"). This discussion contains forward-looking statements that reflect management's current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements or as a result of certain factors such as those set forth below under "Cautionary Statement Regarding Forward-Looking Statements."

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain "forward-looking statements." Statements included in this Quarterly Report on Form 10-Q that are not historical facts, and that address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as plans for growth of the business, future capital expenditures, competitive strengths, goals, references to future goals or intentions or other such references, are forward-looking statements. These statements can be identified by the use of forward-looking terminology, including "may," "believe," "expect," "anticipate," "estimate," "continue," or similar words. These statements are made by us based on our past experience and our perception of historical trends, current conditions and expected future developments as well as other considerations we believe are appropriate under the circumstances. Whether actual results and developments in the future will conform to our expectations is subject to numerous risks and uncertainties, many of which are beyond our control. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors, including but not limited to:

• our production levels, margins earned and level of operating costs;

• weakness in global economic conditions or in our customers' industries;

• changes in governmental regulation of the mining industry or the electric power industry and the increased costs of complying with those changes;

• decreases in demand for electricity and changes in coal consumption patterns of U.S. electric power generators;

• our dependence on a limited number of customers;

• our inability to enter into new long-term coal sales contracts at attractive prices and the renewal and other risks associated with our existing long-term coal sales contracts, including risks related to adjustments to price, volume or other terms of those contracts;

• difficulties in collecting our receivables because of credit or financial problems of major customers, and customer bankruptcies, cancellations or breaches of existing contracts, or other failures to perform;

• our ability to acquire additional coal reserves;

• our ability to respond to increased competition within the coal industry;

• fluctuations in coal demand, prices and availability due to labor and transportation costs and disruptions, equipment availability, governmental laws and regulations, including those pertaining to carbon dioxide emissions, and other factors;

• significant costs imposed on our mining operations by extensive and frequently changing environmental laws and regulations, and greater than expected environmental regulation, costs and liabilities;

• legislation, and regulatory and related judicial decisions and interpretations, including issues pertaining to climate change and miner health and safety;


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• a variety of operational, geologic, permitting, labor and weather-related factors, including those related to both our mining operations and our underground coal reserves that we do not operate;

• limitations in the cash distributions we receive from our majority-owned subsidiary, Harrison Resources, LLC ("Harrison Resources"), and the ability of Harrison Resources to acquire additional reserves on economical terms from CONSOL Energy in the future;

• the potential for inaccuracies in our estimates of our coal reserves, which could result in lower than expected revenues or higher than expected costs;

• the accuracy of the assumptions underlying our reclamation and mine closure obligations;

• liquidity constraints, including those resulting from the cost or unavailability of financing due to capital markets conditions;

• risks associated with major mine-related accidents;

• results of litigation, including claims not yet asserted;

• our ability to attract and retain key management personnel;

• greater than expected shortage of skilled labor;

• our ability to maintain satisfactory relations with our employees;

• failure to obtain, maintain or renew our security arrangements, such as surety bonds or letters of credit, in a timely manner and on acceptable terms;

• our ability to pay our quarterly distributions which substantially depends upon our future operating performance (which may be affected by prevailing economic conditions in the coal industry), debt covenants, and financial, business and other factors, some of which are beyond our control; and

• the need to recognize impairment and/or restructuring charges associated with our operations, including impairment and restructuring charges associated with our Illinois Basin operations, as well as any changes to previously identified impairment or restructuring charge estimates.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in this Quarterly Report on Form 10-Q and in our Annual Report filed with the SEC, as well as other written and oral statements made or incorporated by reference from time to time by us in other reports and filings with the SEC. All forward-looking statements included in this Quarterly Report on Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made, other than as required by law, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a low cost producer of high value steam coal, and we are the largest producer of surface mined coal in Ohio. We focus on acquiring steam coal reserves that we can efficiently mine with our modern, large scale equipment. Our reserves and operations are strategically located in Northern Appalachia and the Illinois Basin to serve our primary market area of Illinois, Indiana, Kentucky, Ohio, Pennsylvania and West Virginia.

We operate in a single business segment and have three operating subsidiaries, Oxford Mining Company, LLC ("Oxford Mining"), Oxford Mining Company-Kentucky, LLC and Harrison Resources. All of our operating subsidiaries participate primarily in the business of utilizing surface mining techniques to mine domestic coal and prepare it for sale to our customers. All three subsidiaries share common customers, assets and employees.

We currently have 17 active surface mines and we manage these mines as eight mining complexes. In addition, we have two idled mines in the Illinois Basin which are scheduled to be closed in 2012 as discussed further below. Our operations also include two river terminals, strategically located in eastern Ohio and western Kentucky. During the first quarter of 2012, we produced and sold approximately 1.9 million tons of coal. We purchase coal in


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the open market and under contracts to satisfy a portion of our sales commitments. As is customary in the coal industry, we have entered into long-term coal sales contracts with many of our customers. We define long-term coal sales contracts as coal sales contracts having initial terms of one year or more.

On March 21, 2012, we announced several actions with regard to our Illinois Basin operations. As noted in our Annual Report, we received a contract termination notice from a customer of our Illinois Basin operations. We believe that this customer's action was taken in bad faith, motivated by the combination of the price increase that recently went into effect under the customer's sales contract and the current coal market conditions. We have retained legal counsel and are aggressively pursuing compensation for our damages through all appropriate legal measures.

To address this circumstance, we idled one mine, reduced mining operations at a second mine and terminated a significant number of employees for the Illinois Basin operations that supported the terminated contract. Prior thereto in February, we had idled another Illinois Basin mine and the Illinois Basin wash plant and lab and terminated some of our employees in connection with our decision to substitute purchased coal for mined and washed coal under certain customer sales contracts, and these actions alone did not have a material effect on us. With our commitment in March to the restructuring of our Illinois Basin operations, the earlier action has been included as a part of the overall restructuring. We are now proceeding to close these two idled mines and the wash plant and lab and sell or redeploy the mining equipment idled in this process. We expect these steps to result in a reduction in production levels from our Illinois Basin operations and we expect to experience accelerated mine closure costs as more fully described in "Part I. - Financial Information - Item 1. - Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements-Note 6 - Asset Retirement Obligations."

We are transferring equipment from these Illinois Basin mines to our Northern Appalachian operations, a move that is expected to enhance productivity and reduce future capital expenditures by approximately $10 million in 2012. We are selling excess Illinois Basin equipment idled because of the mine closures and reduced mine operations, and the proceeds of these sales of $10 to $15 million will be used to strengthen our balance sheet. The restructuring plan is expected to reduce production for 2012 by approximately 1.1 million tons to meet market demand and reduce costs.

As a result of the actions taken and our intent to close the two idled mines, we recorded impairment and restructuring charges of $8.4 million related to our Illinois Basin operations during the three months ended March 31, 2012. The charges included non-cash impairment charges related to coal reserves, mine development costs, and certain fixed assets such as mining equipment and vehicles (the "Impaired Assets"). Those Impaired Assets that we plan to sell and that are currently ready for sale are presented separately as current assets held for sale in our condensed consolidated balance sheet at March 31, 2012 and are no longer being depreciated or amortized. Those Impaired Assets which do not meet the criteria for held for sale are presented in "Property, plant and equipment, net" in our condensed consolidated balance sheet at March 31, 2012 and recorded at their revised carrying value after taking into account the impairment.

For additional information regarding these impairment and restructuring charges, refer to "Part I. - Financial Information - Item 1. - Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements-Note 3 - Impairment and Restructuring Charges."

Evaluating Our Results of Operations

We evaluate our results of operations based on several key measures:

• our coal production, sales volume and sales prices, which drive our coal sales revenue;

• our cost of coal sales;

• our cost of purchased coal;

• our adjusted EBITDA, a non-GAAP financial measure; and

• our distributable cash flow, a non-GAAP financial measure.


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Coal Production, Sales Volume and Sales Prices

We evaluate our operations based on the volume of coal we produce, the volume of coal we sell and the prices we receive for our coal. These coal volumes are measured in clean tons, net of refuse. Because we sell substantially all of our coal under long-term coal sales contracts, our coal production, sales volume and sales prices are largely dependent upon the terms of those contracts. The volume of coal we sell is also a function of the productive capacity of our mining complexes, the amount of coal we purchase and changes in inventory levels. Please read "- Cost of Purchased Coal" for more information regarding our purchased coal.

Our long-term coal sales contracts typically provide for a fixed price, or a schedule of prices that are either fixed or contain market-based adjustments, over the contract term. In addition, many of our long-term coal sales contracts have full or partial cost pass through or cost adjustment provisions. Cost pass through provisions increase or decrease our coal sales price for all or a specified percentage of changes in the costs for items such as fuel and inflation. Cost adjustment provisions adjust the initial contract price over the term of the contract either by a specific percentage or a percentage determined by reference to various cost-related indices, including cost-related indices for fuel and cost-of-living generally.

Our transportation revenue reflects the portion of our total coal revenues that is attributable to the actual transportation costs incurred to transport our coal from our mines to our river terminals, our rail loading facilities and our customers. Our transportation revenue fluctuates based on a number of factors, including the volume of coal we transport, the method by which we transport our coal and the rates charged by the third-party transportation companies. Our transportation expenses are equal to and offset our transportation revenues.

We evaluate the price we receive for our coal on an average sales price per ton basis, net of transportation costs. Our average sales price per ton represents our coal sales revenue divided by total tons of coal sold. The following table provides operational data with respect to our coal production and purchases, coal sales volume and average sales price per ton for the periods indicated:

                                                                Three Months Ended
                                                                    March 31,
                                                      2012           2011           % Change
                                                               (tons in thousands)
Tons of coal produced (clean)                          1,891          1,951              (3.1 %)
(Increase) in inventory                                  (32 )          (29 )             n/a
Tons of coal purchased                                    71            141             (49.6 %)
Tons of coal sold                                      1,930          2,063              (6.4 %)

Tons of coal sold under long-term contracts(1)          92.5 %         92.9 %             n/a

Average sales price per ton                          $ 49.13        $ 45.44               8.1 %
Cost of transportation per ton                       $  6.18        $  5.07              21.9 %
Average sales price per ton (net of
transportation costs)                                $ 42.95        $ 40.37               6.4 %

Number of operating days                                72.0           70.0               2.9 %

(1) Represents the percentage of the tons of coal we sold that were delivered under long-term coal sales contracts.

Cost of Coal Sales

We evaluate our cost of coal sales, which excludes the costs of purchased coal and transportation; all non-cash costs such as depreciation, depletion and amortization ("DD&A"); impairment and restructuring charges; and any indirect costs such as selling, general and administrative expenses ("SG&A"), on a cost per ton sold basis. Our cost of coal sales per ton sold represents our cost of coal sales divided by the tons of coal we produced and sold. Our cost of coal sales includes costs for labor, fuel, oil, explosives, royalties, operating leases, repairs and maintenance and all other costs that are directly related to our mining operations.


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Our cost of coal sales does not take into account the effects of any of the cost pass through or cost adjustment provisions in our long-term coal sales contracts, as those provisions result in an adjustment to our coal sales price. The following table provides summary information for the periods indicated relating to our cost of coal sales per ton and tons of coal sold, excluding purchase coal:

                                                    Three Months Ended March 31,
                                                2012             2011         % Change
                                                        (tons in thousands)
Cost of coal sales per ton                   $    37.45       $    32.57           15.0 %
Tons of coal sold, excluding purchase coal        1,859            1,922           (3.3 %)

Cost of Purchased Coal

We purchase coal from third parties to fulfill a portion of our obligations under our long-term coal sales contracts and, in certain cases, to meet customer specifications. In connection with our Illinois Basin operations, we had a long-term coal purchase contract with a third-party supplier that had favorable pricing terms relative to our production costs. Under this contract the third-party supplier was obligated to deliver and we were obligated to purchase 0.4 million tons of coal each year until the coal reserves covered by this contract were depleted. We have experienced supplier performance issues under this contract which have continued into 2012. The supplier has asserted that this contract is terminated by its terms, while we have taken a contrary position. We continue to work with the supplier to resolve the matter. We did not receive any tons from this supplier during the first quarter of 2012.

On March 2, 2012, we entered into another long-term coal purchase contract with a separate supplier for our Illinois Basin operations for delivery of 350,000 tons of coal in 2012 and 360,000 tons of coal in 2013. A majority of the tons purchased in the first quarter of 2012 were under this new contract as compared to purchases under the above-described lower priced contract in the first quarter of 2011. This arrangement allowed us to idle one of our mines and shutdown our wash plant and lab in the Illinois Basin.

We evaluate our cost of purchased coal on a per ton basis. The following table provides summary information for the periods indicated for our cost of purchased coal per ton and tons of coal purchased:

                                              Three Months Ended March 31,
                                           2012            2011        % Change
                                                  (tons in thousands)
       Cost of purchased coal per ton   $    45.16       $  36.44           23.9 %
       Tons of coal purchased                   71            141          (49.6 %)

Adjusted EBITDA

Adjusted EBITDA for the period represents net income (loss) attributable to our unitholders for that period before interest, taxes, DD&A, impairment and restructuring charges, amortization of below-market coal sales contracts, non-cash equity-based compensation expense, loss on asset disposals, certain non-recurring costs and the non-cash change in future asset retirement obligations ("ARO"). The non-cash change in future ARO is included in cost of coal sales in our financial statements. Although adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, our management believes that it is useful in evaluating our financial performance and our compliance with certain credit facility financial covenants. Because not all companies calculate adjusted EBITDA identically, our calculation may not be comparable to the similarly titled measure of other companies. Please read "- Reconciliation to GAAP Measures" below for a reconciliation of net income (loss) attributable to our unitholders to adjusted EBITDA for each of the periods indicated.


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Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and lenders, to assess:

• our financial performance without regard to financing methods, capital structure or income taxes;

• our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our unitholders and our general partner;

• our compliance with certain credit facility financial covenants; and

• our ability to fund capital expenditure projects from operating cash flow.

Distributable Cash Flow

Distributable cash flow for a period represents adjusted EBITDA less cash interest expense (net of interest income), estimated reserve replacement expenditures and other maintenance capital expenditures. Cash interest expense represents the portion of our interest expense accrued and paid in cash during the reporting periods presented or that we will pay in cash in future periods as the obligations become due. Estimated reserve replacement expenditures represent an estimate of the average periodic (quarterly or annual, as applicable) reserve replacement expenditures that we will incur over the long term and then applied to the applicable period. We use estimated reserve replacement expenditures to calculate distributable cash flow instead of actual reserve replacement expenditures, consistent with our partnership agreement which requires that we deduct estimated reserve replacement expenditures when calculating operating surplus. Due to the restructuring of our Illinois Basin operations, starting in the first quarter of 2012, we are not currently estimating reserve replacement expenditures with respect to our Illinois Basin operations. Other maintenance capital expenditures include, among other things, actual cash expenditures for plant, equipment, mine development and cash expenditures relating to our ARO. Distributable cash flow should not be considered as an alternative to net income
(loss) attributable to our unitholders, income from operations, cash flows from operating activities or any other measure of performance presented in accordance with GAAP. Although distributable cash flow is not a measure of performance calculated in accordance with GAAP, our management believes distributable cash flow is a useful measure to investors because this measurement is used by many analysts and others in the industry as a performance measurement tool to evaluate our operating and financial performance and to compare it with the performance of other publicly traded limited partnerships. We also compare distributable cash flow to the cash distributions we expect to pay our unitholders. Using this measure, management can compute the coverage ratio of distributable cash flow to planned cash distributions. Please read "- Reconciliation to GAAP Measures" below for a reconciliation of net income (loss) attributable to our unitholders to distributable cash flow for each of the periods indicated.

Sales Contracts

For the past three years over 90.0% of our annual coal sales were made under long-term coal sales contracts and we intend to continue to enter into long-term coal sales contracts for substantially all of our annual coal production. We believe our long-term coal sales contracts reduce our exposure to fluctuations in the spot price for coal and provide us with a reliable and stable revenue base. Our long-term coal sales contracts also allow us to partially mitigate our exposure to rising costs to the extent those contracts have full or partial cost pass through and/or cost adjustment provisions.

For 2012, 2013, 2014 and 2015, we currently have long-term coal sales contracts for coal sales of 7.0 million tons, 6.7 million tons, 5.5 million tons and 4.0 million tons, respectively. These tonnages assume the successful renegotiation of some of our long-term coal sales contracts which contain provisions that provide for price reopeners. Two of our long-term coal sales contracts with the same customer provide for market-based adjustments to the initial contract price every three years. These two long-term coal sales contracts will terminate effective December 31, 2012 if we cannot agree upon a market-based price with the customer by September 30, 2012. In addition, we have one long-term coal sales contract with another customer that will terminate effective December 31, 2013 if we cannot agree upon a market-based price with the customer by June 30, 2013. The coal


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tonnage which is involved for these three contracts is 1.0 million tons for 2013, 1.4 million tons for 2014 and 0.9 million tons for 2015. Our long-term coal sales contracts exclude tons related to an unplanned contract termination in the Illinois Basin during the first quarter of 2012.

The terms of our coal sales contracts result from competitive bidding and negotiation with customers. As a result, the terms of these contracts vary by customer. However, many of our long-term coal sales contracts have full or partial cost pass through and/or cost adjustment provisions. For 2012, 2013, 2014 and 2015, 71%, 72%, 61% and 48% of the coal, respectively, that we have committed to deliver under our current long-term coal sales contracts are subject to full or partial cost pass through and/or cost adjustment provisions. Cost pass through provisions increase or decrease our coal sales price for all or a specified percentage of changes in the costs for such items as fuel, explosives and/or labor. Cost adjustment provisions adjust the initial contract price over the term of the contract either by a specific percentage or a percentage determined by reference to various cost-related indices. While 71% of our coal sales contracts have full or partial cost pass through and/or cost adjustment provisions in 2012, when factoring in the partial nature of some of our pass through provisions, approximately 52% of the change in diesel fuel pricing associated with our estimated diesel fuel usage is fully covered by cost pass through provisions.

Some long-term coal sales contracts contain option provisions that give the customer the right to elect to purchase additional tons of coal during the contract term at the same price as the fixed tons provided for in the contract. We have outstanding option tons of 0.4 million for each of 2012 through 2014 and . . .

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