Audley Capital Calls on Walter Energy to Disclose Mine-Level SG&A in Relation to Peers
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Requests that Company Provide Analysis Detailing SG&A Per Ton of
Production Compared to Peer Group Average
Believes Company′s Corporate-Level Disclosure is Misleading and
Embellishes Overall SG&A Reductions
Audley Capital Advisors LLP (including certain related funds and
investment vehicles, 'Audley Capital?) today called on Walter Energy,
Inc. (NYSE: WLT) (TSX: WLT) ('Walter Energy? or 'the Company?) to
provide per ton of production ('mine-level?) SG&A analysis compared to
the average of its peer group since the completion of the Western Coal
acquisition in April 2011, or for the fourth quarter of 2012. Audley
Capital believes that stockholders deserve the transparency of
mine-level analysis, which is arguably one of the most important metrics
in met coal production.
For the purposes of analysis, Audley Capital uses a comparable group for
Walter Energy that includes Alpha Natural Resources, Arch Coal and
Peabody Energy. Audley Capital notes that all of the peer companies
report mine-level SG&A while Walter Energy chooses to allocate overhead
costs from individual mines to corporate-level SG&A, an opaque reporting
threshold.
Stockholders Are Entitled to an | ||||||||
? | ? | ? | ? | |||||
| Alpha Natural | |||||||
Q4 2012 | Walter Energy | Resources | Arch Coal | Peabody | ||||
(US$m) | ||||||||
? | ||||||||
| 6.0% |
|
|
| ||||
| 5.0% |
|
|
| ||||
| $9.00 |
|
|
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(1) Tons of coal sold
In its report dated April 12, 2013, Institutional Shareholder Services
('ISS?) makes reference to the Company′s poor cost management, stating*:
'The dissident believes that the board has done a poor job of
managing its costs. This is particularly evident in its administrative
expenses, which in total are high relative to peers but extremely
high on a per-ton basis, which the dissident believes is a more
appropriate metric. The difference is striking: a $9.00 cost per ton at
Walter compares to a $1.31 average cost. The dissident notes that
Peabody operates in two hemisphere (the US and Australia), so Walter′s
international operations in Canada and the UK cannot be the main reason
for this disparity.?
Julian Treger, Managing Partner of Audley Capital Advisors, said, 'We do
not believe the Company′s argument that its SG&A expense levels are
higher than peers given the accounting treatment of mine-level SG&A and
spending on commercial activities based on the broad geographic base of
its customers. We believe that this is another attempt by the Board to
skew realities and disguise underperformance. We believe that by only
examining SG&A costs on a corporate level and omitting SG&A detail at
the mine-level, Walter Energy is likely overstating overall SG&A
reduction. We call on the Board to immediately disclose a more
comparable mine-level analysis detailing SG&A expenses per ton of
production against its peer group average. We believe that this
breakdown should reveal a very different outcome for the Company′s SG&A
reduction.?
Mr. Treger continued, 'This disclosure is critical as our analysis
discovered a more than 400% difference in per ton spending on
administrative overhead versus the Company′s disclosures. When studied
by our director nominees, we, as a collective group, believe that when
costs are as significantly out of line as they are at Walter Energy, it
is not a function of accounting practices or sales efforts but an
entrenched culture of undisciplined spending and lack of accountability.?
Mr. Treger concluded, 'Stockholders have been presented with an
opportunity to elect responsible, sophisticated new Board members that
should contribute not only to the superior oversight of the Company′s
operations and its balance sheet but also institute more
stockholder-friendly corporate practices, including a higher level of
transparent disclosures. We call on all stockholders to support positive
change at Walter Energy and vote thegold proxy today.?
Audley Capital urges stockholders to vote FOR its five director nominees
by immediately completing and returning the GOLD
proxy card or by submitting proxies by telephone or through the
Internet. Investors that have any questions or need assistance voting
their shares should call Audley Capital′s proxy solicitor, Okapi
Partners LLC, at (877) 208-8903.
Additional Information
Further information regarding the director nominees and other persons
who may be deemed participants, and other matters, are set forth in a
definitive proxy statement filed with the Securities and Exchange
Commission ('SEC?). SHAREHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO
READ THAT PROXY STATEMENT, BECAUSE IT INCLUDES IMPORTANT INFORMATION.
THE PROXY STATEMENT IS BEING SENT TO SHAREHOLDERS BY OR ON BEHALF OF
PARTICIPANTS, AND IS ALSO AVAILABLE AT NO CHARGE ON THE SEC′S WEBSITE AT http://www.sec.gov.
* Permission to quote from the ISS report was neither sought nor
obtained.
Investors:
Audley Capital Advisors LLP
Julian Treger,
Managing Partner
+44 20 7529 6900
or
Okapi Partners LLC
Bruce
Goldfarb/Charles Garske/Patrick McHugh
212-297-0720
or
Media:
Sard
Verbinnen & Co
Dan Gagnier/Brian Shiver
212-687-8080