8-K
Core Natural Resources, Inc. (CNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 2025
Core Natural Resources, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38147 | 82-1954058 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
275 Technology Drive Suite 101
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
(724) 416-8300
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | CNR | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
Core Natural Resources, Inc. (the “Company,” “we,” “us,” “our”) issued a press release on May 8, 2025 announcing its 2025 first quarter results. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
Please refer to our website at www.corenaturalresources.com for additional information regarding the Company. For example, periodically during the quarter, we may provide investor presentations, which would appear on our website in the Investors section.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 8, 2025, the Company posted an investor presentation to its website, which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information in this Current Report and the exhibits hereto shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit 99.1 | Press release of Core Natural Resources, Inc. dated May 8, 2025 |
|---|---|
| Exhibit 99.2 | Core Natural Resources, Inc. Investor Presentation dated May 8, 2025 |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Core Natural Resources, Inc. | |
|---|---|
| (Registrant) | |
| By: | /s/ MITESHKUMAR B. THAKKAR |
| Miteshkumar B. Thakkar | |
| Chief Financial Officer and President |
Dated: May 8, 2025
EX-99.1
Exhibit 99.1
Core Natural Resources Reports First Quarter 2025 Results
Returns $106.6 million to investors via share buybacks and quarterly dividend
Increases merger-related synergies target by 10% at midpoint to between $125 and $150 million
Makes excellent progress towards full resumption of operations at Leer South
Executes well-timed capital market transactions establishing target capital structure while boosting liquidity,
extending maturities, reducing interest rates, and increasing financial flexibility
CANONSBURG, PA (May 8, 2025) - Today, Core Natural Resources, Inc. (NYSE: CNR) (“Core” or the “company”) reported a net loss of $69.3 million, or $1.38 per diluted share, in the first quarter of 2025, which included merger-related expenses of $49.2 million and a loss of $11.7 million associated with the extinguishment of debt. Core reported adjusted EBITDA^1^ of $123.5 million and revenues of $1,017.4 million for the first quarter of 2025.
“Since completing the merger on January 14, Core has made exceptional progress in integrating the operating portfolio and beginning to unlock the tremendous potential of the new company,” said Paul A. Lang, Core’s chief executive officer. “To date, the Core team has launched and executed upon a powerful capital return program; put in place strategies expected to deliver the previously identified synergies while increasing the targeted range by 10 percent; and further tightened the alignment between its two core lines of business – global metallurgical and high calorific value thermal coals.”
“Importantly, the Core team is already executing at a high level operationally, driven by a strong performance by the high c.v. thermal segment,” Lang said. “Even with the uncertain global trade environment, the high c.v. thermal segment leveraged its strong book of contracted business, strengthening U.S. power markets, and solid pricing in the international marketplace to generate substantial free cash flow^1^. Meanwhile, the metallurgical segment performed as expected, with a solid cost performance across most of the operating portfolio – led by record quarterly production at the Leer mine – serving to limit the impact of the longwall outage at Leer South.”
As indicated, Core also made excellent progress on its recently adopted capital return program, returning a total of $101.3 million to stockholders via the repurchase of 1.4 million shares, or around 3 percent of Core’s total shares outstanding as of the program’s launch on February 20, 2025. The company also paid a quarterly dividend of $0.10 per share. “At a time when most of the global resource sector is focused on cash preservation, our low-cost mining operations, advantageous contract position, substantial cash balance, and strong balance sheet are enabling Core to act opportunistically in today’s depressed equity market environment,” Lang said.
Leer South Update
In mid-January 2025, Core announced that it was temporarily sealing Leer South’s active longwall panel to extinguish isolated combustion-related activity. Since that time, the Leer South team – in close collaboration with federal and state regulators – has safely sealed the affected area, extinguished all combustion-related activity, resumed development work with continuous miner units, and completed a remote assessment of the mine’s longwall system, which solidified the company’s belief that the longwall equipment was largely unaffected by the event.
“On behalf of the board and the entire senior management team, I want to again commend the operations team as well as federal and state regulators for their exceptional, ongoing work in managing this situation in a safe and efficient manner,” Lang said. “We continue to make substantial progress on all fronts and remain on track to resume longwall production by mid-year, in keeping with our originally indicated timeline. Notably, development work at the mine – which resumed in February with the restart of continuous miner units – is progressing at a strong pace and acting to greatly increase the development lead time for future longwall production. We expect that increase to translate into higher longwall productivity once longwall operations resume.”
Synergy Update
As indicated, Core has increased its targeted range for synergy creation by 10 percent at the midpoint to $125 to $150 million per year, having already executed strategies expected to deliver the midpoint of the initially provided guidance. Moreover, the team continues to press forward with its intensive efforts to identify and pursue further opportunities.
“In the first four months since the merger’s completion, the Core team has made tremendous progress in integrating the operating portfolio and unlocking the value of the already identified synergies, while setting its sights on additional value creation via further streamlining, cost reduction, efficiency improvement, and product optimization efforts,” Lang said. “On top of the announced increase in our targeted range, we expect additional uplift in the synergy arena as coal markets normalize, which is expected to act to further increase incremental value in areas such as marketing and product blending.”
Operational Update
During the first quarter of 2025, Core’s high c.v. thermal coal segment had sales volumes of 7.1 million tons despite the fact that three of the PAMC’s five scheduled longwall moves for 2025 occurred in Q1 2025. Moreover, it achieved realized coal revenue per ton sold^1^ of $63.18, benefiting from a strong existing contracted position, solid pricing on incremental tons, and a substantial energy market adjustment on its power price linked domestic tons stemming from high PJM West power prices related to colder-than-normal winter weather. The segment had a cash cost of coal sold per ton^1^ of $42.78, which was higher than ratable due to the three longwall moves at the PAMC.
The metallurgical segment turned in a solid performance in Q1 in light of the longwall outage at Leer South, with total Q1 sales volumes of 2.3 million tons. The segment had coking coal sales of 1.9 million tons and thermal byproduct sales of 0.4 million tons, achieving realized coal revenue per ton sold^1^ for coking coal of $113.70 and realized coal revenue per ton sold^1^ for the metallurgical segment as a whole – inclusive of thermal byproduct sales – of $98.26. The metallurgical segment reported a cash cost of coal sold per ton^1^ of $91.00, which excluded costs associated with extinguishing the combustion and with the 30-day period during which the Leer South mine was idled entirely.
As indicated, the Leer South longwall was idle during the first quarter of 2025 due to the previously announced combustion-related event, but the mine remains on track to resume longwall operations mid-year. This should act to boost the segment’s sales volumes and lower its unit costs markedly in the second half of 2025. Core is guiding to a cash cost of coal sold per ton^2^ for the metallurgical segment in the low $90 range during the year’s second half.
Financial and Liquidity Update
At March 31, 2025, Core had total liquidity of $858.3 million, including $388.5 million in cash and cash equivalents.
In February 2025, Core announced a new capital return framework targeting the return to stockholders of around 75 percent of free cash flow^1^, with the significant majority of that return directed to share repurchases complemented by a sustaining quarterly dividend of $0.10 per share. Core moved quickly to act upon the program, investing $101.3 million to repurchase 1.4 million shares, or roughly 3 percent of total shares outstanding as of the program’s launch, at an average price of $73.52 per share.
In addition, and in keeping with the recently announced structure of its capital return program, Core’s board of directors has declared a $0.10 per share quarterly dividend payable on June 13, 2025, to stockholders of record on May 30, 2025.
“During the quarter, we executed on several capital market transactions that not only helped establish our target capital structure but also bolstered our liquidity, extended maturities, and added significant financial flexibility to execute our capital return program,” said Mitesh Thakkar, Core’s president and chief financial officer. “While the commodity markets are volatile, we are in an excellent position to opportunistically deploy our significant cash balances towards the capital return program given our expectations of strong free cash flow^1^ generation from our contracted book of business and low-cost asset base.”
As of March 31, 2025, Core had $898.7 million of remaining authorization under its existing $1.0 billion share repurchase program.
As previously announced, in connection with the closing of the merger, Core extended its revolving credit facility, upsizing the facility commitments to $600 million, extending the maturity, reducing the annual interest rate by 75 basis points, and further enhancing financial flexibility. Then, at the end of March 2025, Core announced that it had refinanced the tax-exempt bonds previously held by the legacy companies. As part of this refinancing effort, Core increased the total bond amount by more than 10 percent to $306.8 million; established an initial 10-year term for the now unsecured bonds; improved flexibility relative to the prior bonds; and reduced the weighted average interest rate to 5.3 percent.
“These successful refinancing efforts serve to underscore the strength of Core’s operating portfolio; the value of its greatly enhanced diversification and scale; and the power of its substantial cash-generating capabilities across a wide range of market environments,” Thakkar said. “With the refinancing of the tax-exempt bonds, which represent the vast majority of Core’s debt, we believe we have built a smart and strategic capital structure that furnishes tremendous financial flexibility while supporting the company’s long-term growth prospects.”
Market Dynamics
Core’s two principal lines of business – metallurgical coal and high calorific value thermal coal – continue to navigate softer market conditions in the international arena, where trade-related uncertainties continue to weigh on markets.
In the high calorific value thermal segment, Core’s substantial contracted position – at relatively advantageous pricing – is acting to counterbalance current export market softness, as is continued stability in key industrial market segments and strong domestic demand. At present, the high c.v. thermal segment has a committed and priced position – inclusive of select collared volumes – of approximately 26 million tons at a projected price of between $61 and $63 per ton for the year. Meanwhile, the domestic thermal market in the PAMC’s core market area has improved markedly in the wake of colder-than-normal temperatures in January and February.
Despite currently weak pricing levels, long-term market dynamics for Core’s metallurgical segment remain highly promising. New blast furnace capacity continues to come online across Southeast Asia, and Indian imports of seaborne coking coal continue to march higher, climbing an estimated 3 percent in 2024. In another positive trend for the overall global marketplace, Chinese imports of seaborne coking coal increased by around 20 million tons in 2024, a trend that is acting to counterbalance higher Chinese steel exports. On the supply side, aggregate production in the primary supply countries for high-quality seaborne coking coal – Australia, the United States, and Canada – remains under pressure, and current pricing levels appear to be inducing supply rationalization among high-cost producers, which should act to support a healthier supply-demand balance over time.
Outlook
“The Core team is off to an excellent start in integrating the combined operating, marketing and logistics portfolio into a cohesive, high-performing unit; capturing the substantial – and growing – synergies created by this transformational merger; and laying the foundation for long-term value creation via the tight alignment of its global metallurgical and high calorific value thermal segments,” Lang said. “We believe we are building a company that is uniquely equipped to capitalize on compelling global coal market dynamics – with our world-class mines, highly strategic logistical network, strong balance sheet, tremendous cash-generating capabilities, and – most importantly – exceptionally talented workforce that embraces our core values of safety, compliance, and continuous improvement. As we look ahead, we expect to continue to generate substantial levels of free cash flow^1^ – particularly in the year’s second half – and to continue to return significant amounts of cash to stockholders via our compelling capital return program.”
As detailed in the 2025 Guidance table below, Core either affirmed or enhanced its full-year guidance in all instances.
1 - Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures and Realized Coal Revenue per Ton Sold andCash Cost of Coal Sold per Ton are operating ratios derived from non-GAAP financial measures, each of which are reconciled to the most directly comparable GAAP financial measures below, under the caption“Reconciliation of Non-GAAP Financial Measures”.
2 - Core is unable to provide a reconciliationof Metallurgical Cash Cost of Coal Sold per Ton, which is an operating ratio derived from non-GAAP financial measures, without unreasonable efforts due to the unknown effect, timing and potential significanceof certain income statement items.
2025 Guidance
| per ton | |||
| Sales Volume (in millions of tons) | |||
| Coking1 | 7.5 | 8.0 | |
| High C.V. Thermal2 | 29.0 | 31.0 | |
| Powder River Basin | 39.0 | 42.0 | |
| Total | 75.5 | 81.0 | |
| Metallurgical (in millions of tons) | |||
| Committed, Priced Coking | 2.9 | ||
| Committed, Unpriced Coking | 4.3 | ||
| Total Committed Coking | 7.2 | ||
| Metallurgical Cash Cost of Coal Sold per<br>Ton3 | |||
| High C.V. Thermal (in millions of tons) | |||
| Committed, Priced4 | 26.0 | ||
| Committed, Unpriced | 0.5 | ||
| Total Committed High C.V. Thermal | 26.5 | ||
| High C.V. Thermal Cash Cost of Coal Sold per Ton | |||
| Powder River Basin (in millions of tons) | |||
| Committed, Priced | 41.9 | ||
| Committed, Unpriced | 0.0 | ||
| Total Committed Powder River Basin | 41.9 | ||
| Powder River Basin Cash Cost of Coal Sold per Ton | |||
| Corporate (in millions) | |||
| Capital Expenditures | 300 - 330 |
All values are in US Dollars.
| 1 - | Excludes thermal byproduct |
|---|---|
| 2 - | Includes crossover volumes |
| --- | --- |
| 3 - | Metallurgical cash cost of coal sold per ton in the second half of 2025 — after the projected restart of<br>the Leer South longwall — is projected to be in the low $90s/ton. |
| --- | --- |
| 4 - | Range reflects inclusion of collared commitments |
| --- | --- |
Note - Core is unable to provide a reconciliation of Metallurgical Cash Cost of Coal Sold per Ton, High C.V. Thermal Cash Cost of Coal Sold per Ton andPowder River Basin Cash Cost of Coal Sold per Ton guidance, which are operating ratios derived from non-GAAP financial measures, without unreasonable efforts due to the unknown effect, timing and potentialsignificance of certain income statement items.
Availability of Additional Information
Please refer to our website, www.corenaturalresources.com, for additional information regarding the company. In addition, we may provide other information about the company from time to time on our website.
We will also file our Quarterly Report on Form 10-Q (“Form 10-Q”) with the Securities and Exchange Commission (“SEC”) reporting our results for the quarterly period ended March 31, 2025 on May 8, 2025. Investors seeking our detailed financial statements can refer to the Form 10-Q once it has been filed with the SEC.
About CoreNatural Resources, Inc.
Core Natural Resources, Inc. (NYSE: CNR) is a world-class producer and exporter of high-quality, low-cost coals, including metallurgical and high calorific value thermal coals. The company operates a best-in-sector portfolio, including the Pennsylvania Mining Complex, Leer, Leer South, and West Elk mines. With a focus on seaborne markets, Core plays an essential role in meeting the world’s growing need for steel, infrastructure, and energy, and has ownership interests in two marine export terminals. The company was created in January 2025 via the merger of long-time industry leaders CONSOL Energy and Arch Resources and is based in Canonsburg, Pennsylvania.
Contacts:
Investor:
Deck Slone, (314) 994-2766
deckslone@coreresources.com
Media:
Erica Fisher, (724) 416-8292
ericafisher@coreresources.com
Reconciliation of Non-GAAP Financial Measures
We define realized coal revenue as revenues reported in the Consolidated Statements of Income less transportation costs, transloading revenues and other revenues not directly attributable to coal sales. We define realized coal revenue per ton sold as realized coal revenue divided by tons sold. The following table presents a reconciliation by reportable segment of realized coal revenue and realized coal revenue per ton sold to revenues, the most directly comparable GAAP financial measure, on a historical basis, for the three months ended March 31, 2025 (in thousands, except per ton information).
| Three Months Ended March 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| High CVThermal | Metallurgical | PRB | BaltimoreMarineTerminal | Idle, OtherandEliminations | Consolidated | ||||||||
| Revenues | $ | 542,086 | $ | 304,580 | $ | 162,589 | $ | 21,226 | $ | (13,075 | ) | $ | 1,017,406 |
| Less: Adjustments to Reconcile to Non-GAAP Segment Realized Coal Revenue | |||||||||||||
| Transportation Expense | 93,729 | 76,982 | 2,740 | — | — | 173,451 | |||||||
| Terminal Revenues | — | — | — | 21,226 | (16,270 | ) | 4,956 | ||||||
| Other Revenues | — | — | — | — | 3,195 | 3,195 | |||||||
| Non-GAAP Segment Realized Coal Revenue | $ | 448,357 | $ | 227,598 | $ | 159,849 | $ | — | $ | — | $ | 835,804 | |
| Tons Sold | 7,097 | 2,316 | 10,707 | ||||||||||
| Realized Coal Revenue per Ton Sold | $ | 63.18 | $ | 98.26 | $ | 14.93 |
The following table presents a breakdown of the realized coal revenue per ton sold for the metallurgical segment between coking coal and thermal byproduct for the three months ended March 31, 2025 (in thousands, except per ton information).
| Three Months Ended March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Coking Coal | Thermal Byproduct | Total MetallurgicalSegment | ||||
| Non-GAAP Segment Realized Coal Revenue | $ | 213,082 | $ | 14,516 | $ | 227,598 |
| Tons Sold | 1,874 | 442 | 2,316 | |||
| Realized Coal Revenue per Ton Sold | $ | 113.70 | $ | 32.83 | $ | 98.26 |
We evaluate our cash cost of coal sold on an aggregate basis by segment and our cash cost of coal sold per ton on a per-ton basis. Cash cost of coal sold includes items such as direct operating costs, royalty and production taxes and direct administration costs, and excludes transportation costs, indirect costs, other costs not directly attributable to the production of coal and depreciation, depletion and amortization costs on production assets. We define cash cost of coal sold per ton as cash cost of coal sold divided by tons sold.
The following table presents a reconciliation by reportable segment of cash cost of coal sold and cash cost of coal sold per ton to cost of sales, the most directly comparable GAAP financial measure, on a historical basis, for the three months ended March 31, 2025 (in thousands, except per ton information).
| Three Months Ended March 31, 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| High CVThermal | Metallurgical | PRB | BaltimoreMarineTerminal | Idle, OtherandEliminations | Consolidated | ||||||||
| Cost of Sales | $ | 397,290 | $ | 324,163 | $ | 135,898 | $ | 7,825 | $ | 5,120 | $ | 870,296 | |
| Less: Adjustments to Reconcile to Non-GAAP Segment Cash Cost of Coal Sold | |||||||||||||
| Transportation Costs | 93,729 | 76,982 | 2,740 | — | (16,270 | ) | 157,181 | ||||||
| Cost of Sales from Idled Operations | — | 36,406 | — | — | 4,644 | 41,050 | |||||||
| Terminal Operating Costs | — | — | — | 7,825 | — | 7,825 | |||||||
| Other (Operating Overhead, Certain Actuarial, etc.) | — | — | — | — | 16,746 | 16,746 | |||||||
| Non-GAAP Segment Cash Cost of Coal Sold | $ | 303,561 | $ | 210,775 | $ | 133,158 | $ | — | $ | — | $ | 647,494 | |
| Tons Sold | 7,097 | 2,316 | 10,707 | ||||||||||
| Cash Cost of Coal Sold per Ton | $ | 42.78 | $ | 91.00 | $ | 12.44 |
We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment and (iii) certain one-time transactions, such as merger-related expenses. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our operating performance or that arise outside of the ordinary course of our business.
The following table presents a reconciliation by reportable segment of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis, for the three months ended March 31, 2025 (in thousands).
| Three Months Ended March 31, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| High CVThermal | Metallurgical | PRB | BaltimoreMarineTerminal | Other,CorporateandEliminations | Consolidated | ||||||||||
| Net Income (Loss) | $ | 93,506 | $ | (65,472 | ) | $ | 15,911 | $ | 12,022 | $ | (125,244 | ) | $ | (69,277 | ) |
| Income Tax Benefit | — | — | — | — | (4,216 | ) | (4,216 | ) | |||||||
| Interest Expense, net | — | — | — | — | 1,701 | 1,701 | |||||||||
| Depreciation, Depletion and Amortization | 51,290 | 45,889 | 10,780 | 1,379 | 12,218 | 121,556 | |||||||||
| Stock-Based Compensation | — | — | — | — | 12,859 | 12,859 | |||||||||
| Merger-Related Expenses | — | — | — | — | 49,182 | 49,182 | |||||||||
| Loss on Debt Extinguishment | — | — | — | — | 11,680 | 11,680 | |||||||||
| Adjusted EBITDA | $ | 144,796 | $ | (19,583 | ) | $ | 26,691 | $ | 13,401 | $ | (41,820 | ) | $ | 123,485 |
Free cash flow is a non-GAAP financial measure, defined as net cash provided by (used in) operating activities plus proceeds from sales of assets and unrestricted cash proceeds from the Merger with Arch Resources, Inc., less capital expenditures and investments in mining-related activities. Management believes that this measure is meaningful to investors because management reviews cash flows generated from operations and non-core asset sales after taking into consideration capital expenditures due to the fact that these expenditures are considered necessary to maintain and expand the company’s asset base and are expected to generate future cash flows from operations. It is important to note that free cash flow does not represent the residual cash flow available for discretionary expenditures, since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. The following table presents a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP financial measure, on a historical basis, for the three months ended March 31, 2025 (in thousands).
| Three MonthsEnded | |||
|---|---|---|---|
| March 31, 2025 | |||
| Net Cash Used in Operating Activities | $ | (109,638 | ) |
| Capital Expenditures | (64,822 | ) | |
| Proceeds from Sales of Assets | 6,003 | ||
| Unrestricted Cash Proceeds from Merger | 217,593 | ||
| Free Cash Flow | $ | 49,136 | **** |
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Core’s current views about future events. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, deterioration in economic conditions (including continued inflation) or changes in consumption patterns of our customers may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; volatility and wide fluctuation in coal prices based upon a number of factors beyond our control; an extended decline in the prices we receive for our coal affecting our operating results and cash flows; significant downtime of our equipment or inability to obtain equipment, parts or raw materials; decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations; our reliance on major customers, our ability to collect payment from our customers and uncertainty in connection with our customer contracts; our inability to acquire additional coal reserves or resources that are economically recoverable; alternative steel production technologies that may reduce demand for our coal; the availability and reliability of transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; a loss of our competitive position; foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad; the risks related to the fact that a significant portion of our production is sold in international markets (and may grow) and our compliance with export control and anti-corruption laws; coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions; the impact of current and future regulations to address climate change, the discharge, disposal and clean-up of hazardous substances and wastes and employee health and safety on our operating costs as well as on the market for coal; the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; failure to obtain or renew surety bonds or insurance coverages on acceptable terms; the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land; our inability to obtain financing for capital expenditures on satisfactory terms; the effects of our securities being excluded from certain investment funds as a result of environmental, social and corporate governance practices; the effects of global conflicts on commodity prices and supply chains; the effect of new or existing laws or regulations or tariffs and other trade measures; our inability to find suitable joint venture partners or acquisition targets or integrating the operations of future acquisitions into our operations; obtaining, maintaining and renewing governmental permits and approvals for our coal operations; the effects of asset retirement obligations, employee-related long-term liabilities and certain other liabilities; uncertainties in estimating our economically recoverable coal reserves; defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights; the outcomes of various legal proceedings; the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; the potential failure to retain and attract qualified personnel of the Company; failure to maintain effective internal controls over financial reporting; uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution; uncertainty regarding the timing and value of any dividends we may declare; uncertainty as to whether we will repurchase shares of our common stock; inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; the risk that the businesses of the Company and Arch Resources, Inc. will not be integrated successfully; the risk that the anticipated benefits of the Merger may not be realized or may take longer to realize than expected; and other unforeseen factors.
All such factors are difficult to predict, are beyond Core’s control, and are subject to additional risks and uncertainties, including those detailed in Core’s annual report on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Core’s website at www.corenaturalresources.com and on the SEC’s website at http://www.sec.gov.
Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Core does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Source: Core Natural Resources, Inc. ****
EX-99.2
Core Natural Resources Investor Presentation May 8, 2025 Exhibit 99.2
FORWARD LOOKING STATEMENTS This presentation contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” "targets," “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect current views of Core Natural Resources, Inc. ("Core" or the "Company") about future events. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, deterioration in economic conditions (including continued inflation) or changes in consumption patterns of our customers may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; volatility and wide fluctuation in coal prices based upon a number of factors beyond our control; an extended decline in the prices we receive for our coal affecting our operating results and cash flows; significant downtime of our equipment or inability to obtain equipment, parts or raw materials; decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations; our reliance on major customers, our ability to collect payment from our customers and uncertainty in connection with our customer contracts; our inability to acquire additional coal reserves or resources that are economically recoverable; alternative steel production technologies that may reduce demand for our coal; the availability and reliability of transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs; a loss of our competitive position; foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad; the risks related to the fact that a significant portion of our production is sold in international markets (and may grow) and our compliance with export control and anti-corruption laws; coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions; the impact of current and future regulations to address climate change, the discharge, disposal and clean-up of hazardous substances and wastes and employee health and safety on our operating costs as well as on the market for coal; the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failure, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions; failure to obtain or renew surety bonds or insurance coverages on acceptable terms; the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land; our inability to obtain financing for capital expenditures on satisfactory terms; the effects of our securities being excluded from certain investment funds as a result of environmental, social and corporate governance practices; the effects of global conflicts on commodity prices and supply chains; the effect of new or existing laws or regulations or tariffs and other trade measures; our inability to find suitable joint venture partners or acquisition targets or integrating the operations of future acquisitions into our operations; obtaining, maintaining and renewing governmental permits and approvals for our coal operations; the effects of asset retirement obligations, employee-related long-term liabilities and certain other liabilities; uncertainties in estimating our economically recoverable coal reserves; defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights; the outcomes of various legal proceedings, including those which are more fully described herein; the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; the potential failure to retain and attract qualified personnel of the Company; failure to maintain effective internal control over financial reporting; uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution; uncertainty regarding the timing and value of any dividends we may declare; uncertainty as to whether we will repurchase shares of our common stock; inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; the risk that the businesses of the Company and Arch Resources, Inc. ("Arch") will not be integrated successfully after the closing of the merger; the risk that the anticipated benefits of the merger may not be realized or may take longer to realize than expected; and other unforeseen factors. All such factors are difficult to predict, the risks related to new or existing tariffs and other trade measures are beyond Core’s control, and are subject to additional risks and uncertainties, including those detailed in Core's annual report on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Core’s website at www.corenaturalresources.com and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Core does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
First Quarter 2025 Highlights
Q1 2025 EXECUTIVE SUMMARY Since completing the merger on January 14, Core has made exceptional progress in integrating its operating portfolio and beginning to unlock the tremendous potential of the new company. – Paul Lang, CEO Reports a net loss of $69.3 million, or $1.38 per diluted share, in Q1, which included merger-related expenses of $49.2 million and a loss of $11.7 million associated with the extinguishment of debt Reports adjusted EBITDA1 of $123.5 million Highlights include: Return of $106.6 million to investors via share buybacks and quarterly dividend Increase of merger-related synergies target by 10% at midpoint, to between $125 and $150 million Excellent progress towards full resumption of operations at Leer South Execution of well-timed capital market transactions establishing target capital structure while boosting liquidity, extending maturities, reducing interest rates, and increasing financial flexibility 1 Adjusted EBITDA is a non-GAAP financial measure
CAPITAL RETURN PROGRAM DURING Q1, CORE RETURNED $106.6 MILLION TO STOCKHOLDERS UNDER ITS RECENTLY LAUNCHED CAPITAL RETURN PROGRAM As part of the effort, Core bought back around 1.4 million shares of stock, or nearly 3% of shares outstanding Reduction In Shares Outstanding Since February 20, 2025 (in millions of shares outstanding) Capital Returned During Q1, By Method (share buybacks versus dividend payments, in millions) (2.5)%
CORE IS STRONGER TOGETHER, BOOSTING ITS SYNERGY TARGET BY 10% AT MIDPOINT TO $125 TO $150 MILLION ANNUALLY Expected cost savings and operating synergies to be realized within 6 to 18 months following the close and then annually – with the expectation of additional synergy identification and capture thereafter LOGISTICS BEST PRACTICES PROCUREMENT Vendor purchase optimization Efficiencies from sharing of best practices, technology, and deep technical expertise SG&A Optimization of SG&A functions, streamlining across the company, and elimination of duplicative public company costs Optimization of capacity at port assets LOGISTICS & COAL BLENDING Product blending and related opportunities
COMMITTED VOLUMES CONTRACTED POSITION FOR CORE’S TWO PRIMARY LINES OF BUSINESS High Calorific Value Thermal Segment (projected volumes and committed and priced position, in short tons and realized coal revenue per ton sold, at 3/31/25) Metallurgical Segment (projected coking coal volumes and committed and priced position, in short tons and realized coal revenue per ton sold, at 3/31/25) 24.0 (at $61 - $63) 0.6 0.5 26.0 (at $61 - $63) 29.0 – 31.0 29.0 – 31.0 Committed / Priced Committed / Unpriced Uncommitted 3.5 2.9 (at $122.38) 7.5 – 8.0 7.5 – 8.0 4.3 1.5 (at $135.82) 5.1
LEER SOUTH REMAINS ON TRACK FOR A FULL RESUMPTION OF LONGWALL OPERATIONS BY MID-YEAR In mid-January 2025, Core announced that it was temporarily sealing Leer South’s active longwall panel to extinguish isolated combustion-related activity Since that time, Leer South has: Safely sealed the affected area Extinguished all combustion-related activity Resumed development work with continuous miner units Completed a remote assessment of the longwall system that affirmed the company’s belief that the longwall equipment was largely unaffected by the event Core remains on track to resume longwall production by mid-year Recent development work is progressing at a strong pace and has acted to greatly increase the development lead time for future longwall production, which should translate into higher productivity levels once longwall operations resume
Core at a Glance
CORE AT A GLANCE 1 2024 CONSOL Energy Inc. (“CONSOL”) revenue of $2,164 million, excluding miscellaneous other income not derived from customers and gain on sale of assets to conform historical financial information to current presentation; 2024 Arch Resources, Inc. (“Arch”) revenue of $2,433 million. 2 “Normalized” is defined as the expected run rate on an annualized basis post the resumption of longwall production at Leer South Note: Units in short tons Source: Internal and Wood Mackenzie 5,000+ employees ~30 mm tons of high calorific value thermal coal sales per year High C.V. Coal Highest calorific value thermal coal supplied to the seaborne marketplace Decades of high-quality reserves that will support low-cost mining at flagship longwall operations through 2050 ~12 mm tons of metallurgical and crossover coal sales per year on a normalized2 basis 75% of exports directed to steelmakers, cement manufacturers, and other infrastructure providers ~25 Number of countries – located on five continents – to which Core sells First Quartile on cost curve among U.S. metallurgical and seaborne thermal coal suppliers 90% of projected export seaborne volumes from low-cost, world-class longwall mines $4.6 bn 2024 Revenue1 No. 1 supplier of High-Vol A metallurgical coal globally Industry Leader in sustainability, with safety and environmental compliance record at industry forefront A Premier North American Natural Resource Company Focused on Global Markets
11 mines anchored by eight longwalls 85 mm 2024 total tons sold 27 Mtpa export capacity via ownership interests in two marine terminals KEY STATISTICS Baltimore Marine Terminal (“CMT”) Accessible terminal capacity Core Natural Resources headquarters Vancouver Long Beach Houston New Orleans Dominion Terminal Associates (“DTA”) (35% interest) CMT (100% owned) High C.V. Thermal Bailey Enlow Fork Harvey PRB Black Thunder Coal Creek DTA (35% owned) LEADING METALLURGICAL AND HIGH C.V. THERMAL PORTFOLIOS SUPPORTED BY STRATEGIC LOGISTICAL NETWORK Metallurgical Leer Leer South Beckley Mountain Laurel Itmann High C.V. Thermal West Elk Source: SEC Filings Note: units in short tons
TWO COMPLEMENTARY, CORE LINES OF BUSINESS SERVING MULTIPLE GROWTH MARKETS AND GEOGRAPHIES CORE NATURAL RESOURCES UNDERPINNED BY TWO HIGH-QUALITY COAL PORTFOLIOS – METALLURGICAL AND HIGH C.V. THERMAL BROAD-BASED SET OF METALLURGICAL COALS SERVING STEEL PRODUCERS GLOBALLY CORE SEGMENTS SERVE MULTIPLE GROWTH MARKETS AND GEOGRAPHIES WITH COMPELLING SECULAR FUNDAMENTALS Scarcity Value Ultra-high-calorific-value thermal coals such as those produced by Core represent just 2% of seaborne thermal coal trade >4 bn The world uses >4bn tons of cement annually, and that figure is projected to climb >50% Projected annual increase in global seaborne met coal demand by 2050, per consensus >100 mm Tons of new, annual blast furnace capacity planned for India and Southeast Asia by 2030 Record Demand The world consumed ~8.8 billion tons of coal in 2024, an all-time high High-Vol A High Calorific Value Thermal Low-Vol High-Vol B Crossover IN-DEMAND HIGH CALORIFIC VALUE SEABORNE THERMAL COALS SERVING GLOBAL INDUSTRIAL, INFRASTRUCTURE, AND ENERGY CUSTOMERS + >75% Percentage of global cement market centered in Asia, where cement makers rely heavily on high calorific value thermal coal Essential Supplier to global steel and cement industry, which is critical to global decarbonization aspirations 1 billion The global automotive fleet is projected to grow by ~1 billion vehicles by 2050 65% of export volume sold into fast-growing Asian marketplace AI New and planned data centers are driving increases in baseload power generation requirements in the U.S. – particularly in Core’s primary market area Source: Wood Mackenzie, United Nations, U.S. Department of Transportation, International Energy Agency, World Steel Association, EIA, Vestas and Internal Crossover
CLEAR STRATEGY TO DRIVE GROWTH AND CREATE STOCKHOLDER VALUE
Core is strategically positioned to serve two constructive and growing segments of the global coal market
METALLURGICAL SEGMENT GLOBAL SEABORNE DEMAND FOR METALLURGICAL COAL IS EXPECTED TO GROW STEADILY AND CONSISTENTLY THROUGH MID-CENTURY Global seaborne coking coal demand is expected to continue to climb through 2050, buoyed by continued economic development and urbanization in India and the rest of Southeast Asia Approximately 60% of the world’s population lives in Asia, where metallurgical coal demand is centered and where indigenous sources of metallurgical coal are limited Based on the consensus estimate, demand – in aggregate – is expected to total more than 11 billion tons between now and 2050, which will significantly strain supply availability Projected Global Seaborne Metallurgical Imports, Through 2050 (in millions of metric tons) Source: Wood Mackenzie, AME, Internal
METALLURGICAL SEGMENT PROJECTED STEEL CAPACITY GROWTH IN SOUTHEAST ASIA IS PROJECTED TO BE SIGNIFICANT AND LARGELY BLAST FURNACE DRIVEN Wood Mackenzie estimates that Southeast Asia’s steel production will grow by more than 55% from 2024 to 2030 – from 59 million tons to 93 million tons – mostly via the blast furnace route Planned Blast Furnace Capacity Additions In India (in millions of metric tons) Planned Steel Capacity Additions, By Technology (in millions of metric tons) 2030 2024 CAPACITY ADDITIONS IN MT BLAST FURNACE SHARE OF NEW Southeast Asia 64 92% Myanmar 4 100% Thailand 2 0% Vietnam 14 85% Cambodia 4 100% Philippines 9 94% Malaysia 10 97% Indonesia 21 100% Source: Public Information, Company Filings, Internal, Wood Mackenzie, World Steel Association
METALLURGICAL SEGMENT LONG-RUN METALLURGICAL COAL PRICING HAS SHIFTED HIGHER The average long-run coking coal price continues to shift higher in the face of limited new investment, ESG pressures, and supportive long-term demand The coking coal benchmark has averaged $243 per metric ton on an inflation-adjusted basis since 2005 Core expects volatility to continue, but potentially with an upward bias as mining costs increase over time due to ongoing under-investment coupled with reserve degradation and depletion and policy measures Source: Bloomberg, Public Information, BLS, Internal Note: 2024 real dollars Annual Average Hard Coking Coal Price (US$ per metric ton, inflation adjusted)
HIGH C.V. THERMAL SEGMENT SEABORNE THERMAL COAL DEMAND HIT ANOTHER ALL-TIME HIGH IN 2024 Seaborne thermal coal demand has risen significantly since 2000 While global thermal coal consumption is likely to peak at some point, we don’t expect that peak to come anytime soon Even when that peak is reached, the decline is likely to be gradual – and extend over many years – when it comes The build-out of new coal-based generating capacity in Asia is continuing at a substantial pace Seaborne Thermal Coal Demand (in millions of metric tons) Source: Wood Mackenzie
HIGH C.V. THERMAL SEGMENT GLOBAL CEMENT PRODUCTION IN THE WORLD EXCLUDING CHINA IS PROJECTED TO CLIMB MARKEDLY THROUGH 2050 Global Cement Production (in millions of metric tons) Source: Wood Mackenzie, Internal The vast majority of the world’s cement production relies on coal as a feedstock – with each ton of cement requiring an estimated ~0.2 tons of coal on average
HIGH C.V. THERMAL SEGMENT INDIAN COAL CONSUMPTION FOR CEMENT AND INDUSTRIAL USES IS PROJECTED TO INCREASE BY MORE THAN 60 MILLION TONS BY 2050 Core’s high calorific value coals are uniquely positioned to capitalize on this growth Indian Seaborne Coal Demand For Cement Production (actual and projected, in millions of metric tons) Indian Seaborne Coal Demand For Other Industrial Uses (actual and projected, in millions of metric tons) Source: Wood Mackenzie
Two Premier Portfolios Serving Global Markets
CORE’S BEST-IN-CLASS LONGWALL OPERATIONS RANK AMONG THE WORLD’S MOST PRODUCTIVE AND COST COMPETITIVE 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile U.S. Metallurgical Coal Cost Curve (2024) Cash Costs (US$ per metric ton) Global Seaborne Thermal Cost Curve (2024) Cash Costs (US$ per metric ton) Source: Wood Mackenzie, Internal Note: Seaborne thermal includes mining, preparation, transport, port and overhead costs
PREMIER GLOBAL METALLURGICAL PORTFOLIO Core is an essential link in the world’s steel value chain via a broad slate of metallurgical products More than 75% of Core’s metallurgical production – inclusive of crossover tons – is produced via low-cost, world-class longwall operations Core’s metallurgical longwall mines have a normalized average cash cost structure in the first quartile of U.S. metallurgical producers Core has one of the world’s largest High-Vol A coking coal franchises Core Produces A Diverse Metallurgical Product Slate Core produces a broad slate of metallurgical products that it sells to many of the world’s largest steelmakers Core expects to move more than 12 million tons into global metallurgical markets once Leer South’s longwall resumes operation and inclusive of crossover tons from its PAMC complex Core’s Share Of Global High-Vol A Market Core supplies ~25% of the world’s High-Vol A coking coal, which has great value-in-use as a blending agent with lesser-quality coals Core High-Vol A Low-Vol High-Vol B Crossover Crossover Coking Coal U.S. Coking Coal Output By Producer (in millions of short tons) Projected Normalized Sales Volumes
PREMIER HIGH C.V. THERMAL PORTFOLIO The Pennsylvania Mining Complex (PAMC) is one of the largest, most efficient coal mining complexes in North America, producing ~26 million tons annually for sale into seaborne and domestic markets The West Elk mine in Colorado is expected to produce ~5 million tons annually for sale into U.S. industrial and seaborne markets High C.V. Thermal Segment Sells An Increasing Percentage Of Its Output Into Fast-Growing International Markets (based on actual 2024 shipments by legacy entities, in millions of short tons) While Core has the strategic flexibility to direct volumes into the most profitable market segment – whether in the international or domestic arena – the percentage of tons moving into the seaborne market is projected to continue to climb Core’s high calorific value thermal coals rank among the top 2% of all thermal coals sold into the 1.1-billion-metric-ton seaborne market on a heat content basis Core sells nearly 50% of its high calorific value thermal coal into industrial markets – including cement, brick, and crossover metallurgical applications – that are critical for global infrastructure development Industrial Ultra High C.V. Thermal Coal Power ~18 ~12 Core Produces Some Of The World’s Highest Quality Thermal Coals Core Sells A Growing Percentage Of Its High C.V. Thermal Coal Into Industrial Markets
AMERICAS (EXCLUDING U.S.) ~15% BROAD, DIVERSE SET OF COAL QUALITIES SERVING MULTIPLE GROWTH MARKETS AND GEOGRAPHIES STRONG CUSTOMER RELATIONSHIPS COMBINED 2024 COAL SHIPMENTS BY REGION ~65% of combined 2024 metallurgical and high caloric value thermal coal output exported into: 300+ Mtpa seaborne met marketplace 1.1 Btpa seaborne thermal marketplace High-quality met coal portfolio sells ~8 mm tons into global markets High-quality thermal portfolio directs ~18 mm tons into seaborne markets and could shift additional tons in the future Strong, direct, longstanding relationships with many of the world’s largest steelmakers as well as established and expanding relationships with cement producers and other industrial customers in India, one of the world’s fastest growing economies ASIA ~65% ~5% ~15% ~26 mm total tons exported globally in 2024 Source: Wood Mackenzie, AME, World Steel Association, Public Information, Company Filings, and Internal Notes: 1) All 2024 figures reflect the combined performance of Arch and CONSOL as standalone entities, 2) CORE shipments/sales in short tons, seaborne marketplace in metric tons
CORE IS COMMITTED TO INNOVATION AND TECHNOLOGY DRIVING PRODUCTIVITY GAINS ACROSS ITS ENTIRE OPERATING PORTFOLIO Remote Operation Shield Proximity Variable Frequency Drives Advanced Communications Wi-Fi Connected Equipment Extensive Fiber Optic Networks Strategic Diagnostics Acceptance Testing Motion Amplification Predictive Maintenance Vibration Analysis Ultrasonic Detection Precision Mining Laser-Enabled Face Alignment Precision Processing Ultrafine Filter Press
CORE’S INNOVATIONS SUBSIDIARY IS PURSUING THE DEVELOPMENT OF NEW APPLICATIONS FOR COAL Goal is to create a new business unit large enough to provide meaningful diversification within 5-10 years Initial focus on gaining a foothold in large, high-growth markets via niches where we bring a clear value proposition to enter and disrupt Model is structured around learning quickly, directing resources to the highest-potential opportunities, and scaling only after profitability has been demonstrated Reimagining carbon for a sustainable future Carbon Products & Materials Carbon Management Coal Plastic Composite (CPC) Decks COMET Methane Mitigation
Sustainability
COMMITMENT TO SUSTAINABILITY Core strives for excellence in safety and environmental stewardship and is focused on setting the industry standard in these critical areas of performance Two of Core’s flagship operations have secured a Level A verification under the internationally recognized Towards Sustainable Mining framework – the first two North American mines of any kind to do so Going forward, we are committed to: Making safety our deepest value and the foundation of our corporate culture Maintaining our longstanding leadership in environmental stewardship and compliance Investing in Core’s people and the communities in which we live and work Conducting business in an ethical and transparent manner We embrace the highest principles of sustainability in everything we do and are committed to supporting society in the pursuit of a healthy, safe, and sustainable future.
METALLURGICAL AND HIGH CALORIFIC VALUE THERMAL COAL ARE ESSENTIAL TO THE CONSTRUCTION OF A NEW, LESS CARBON-INTENSIVE ECONOMY Core sells an increasing percentage of its high-quality coal products into steel, cement, brick, and other industrial markets essential for infrastructure development and the build-out of a low-carbon economy. Mass Transit Wind Turbines Electric Vehicles
Financial Overview
GLOBAL INDUSTRY LEADER AMONG PURE PLAY COAL PRODUCERS Source: SEC Filings, FactSet as of 02/28/2025. 1 Adjusted EBITDA is a non-GAAP financial measure. Core 2023-24 Average Adjusted EBITDA figure reflects the combined performance of Arch and CONSOL as standalone entities Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 7 Peer 6 Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 7 Peer 6 Significantly Enhanced Market Capitalization (as of 2/28/2025) (Market Capitalization, $ in bn) Historical Sector-Leading Adjusted EBITDA1 (Calendar Year 2023-24 Average Adjusted EBITDA1, $ in bn)
STRONG FINANCIAL PROFILE ~$4,597 mm 2024 revenue1 ~$346 mm 2024 FCF generation2 ~$900 mm 2024 Adjusted EBITDA2 ~$1,150 mm 2023 FCF generation2 STRONG BALANCE SHEET $858 mm Total liquidity as of 3/31/25 ~$388 mm Cash and cash equivalents as of 3/31/25 FINANCIAL PROFILE 29 – 31 mm Projected High C.V. Thermal Segment sales volumes for 2025 9.25 mm Projected normalized3 Metallurgical Segment sales volume run-rate 26 mm Sales volumes committed and priced in High C.V. Thermal Segment for 2025 ~$90 Projected normalized3 per-ton cash cost for Metallurgical Segment $61 – $63 Projected per-ton sales price on committed and priced volumes for the High C.V. Thermal Segment for 2025 $300 – $330 mm Projected capital expenditures for 2025 $38 – $40 Projected per-ton cash cost in the High C.V. Thermal Segment for 2025 KEY STATISTICS $600 mm Revolving credit facility as of 3/31/25 Net Cash2 Positive Long-term target and as of 3/31/25 1 2024 CONSOL revenue of $2,164 million, excluding miscellaneous other income not derived from customers and gain on sale of assets to conform historical financial information to current presentation; 2024 Arch revenue of $2,433 million. 2 Adjusted EBITDA, free cash flow, and net cash are non-GAAP measures. All 2024 and 2023 figures reflect the combined performance of Arch and CONSOL as standalone entities and do not contain pro forma adjustments as a result of the merger 3 “Normalized” is defined as the expected run rate on an annualized basis post the resumption of longwall production at Leer South
FORTIFYING THE BALANCE SHEET Equipment Leases During Q1 2025, Core extended its revolving credit facility, upsizing facility commitments to $600 million, extending the scheduled maturity date, reducing the annual interest rate by 75 basis points, and further enhancing financial flexibility In addition, Core refinanced the tax-exempt bonds previously held by the legacy companies in Q1, increasing the total bond amount by more than 10 percent; established an initial 10-year term for the now unsecured bonds; improved flexibility relative to the prior bonds; and reduced the weighted-average interest rate to 5.3 percent At 3/31/25, Core had $858 million of total liquidity, including $388 million in cash and cash equivalents Core is targeting a net debt-neutral balance sheet over time, and expects to direct the substantial majority of its current excess cash position to its capital return program The company plans to explore modest, incremental equipment leases as a potentially low-cost and efficient addition to the capital structure Core Has a Strong Balance Sheet and a Net Cash Positive Position ($ in mm)
POSITIONING CORE FOR GROWTH AND LONG-TERM VALUE CREATION Maintain a premier, world-class portfolio of high-quality, longwall coal mining assets Sustain ample liquidity and a well-fortified balance sheet Execute robust capital return program Build on longstanding position as a leader in sustainability
Appendix
Mr. Lang previously held the title of Chief Executive Officer of Arch, serving in such capacity from April 2020 to January 2025 Mr. Lang joined Arch in 1984 and held various leadership roles prior to becoming CEO He is a member of the executive committee of the National Mining Association and a board member of the Missouri University of Science and Technology Mr. Slone previously served as a member of Arch’s senior officer team from 2005 to 2025 He started his career at Ashland Inc. and joined Arch at the time of its formation in 1997 Appointed President of CONSOL in August 2023 Mr. Thakkar joined CONSOL in 2015 and served as Director of Finance and Investor Relations prior to becoming Chief Financial Officer in June 2020 Mr. Thakkar previously served in various roles in the equity research department of FBR Capital Markets Mr. Brock previously served as Chief Executive Officer of CONSOL and was a member of CONSOL’s Board since November 2017 and, prior, served as COO – Coal for CNX Resources Corporation Mr. Brock joined CONSOL in 1979 at the Matthews Mine and has since held numerous positions, including Section Foreman, Longwall Coordinator, Mine Foreman, and Superintendent With approximately 20 years of industry experience, Mr. Braithwaite joined CONSOL Energy in 2005 and held various senior roles in sales and marketing throughout his career He has a proven track record in building strong relationships with customers and generating new business opportunities Ms. Klein previously served as SVP – Law, General Counsel and Corporate Secretary for Arch Resources from October 2020 to January 2025 Before joining Arch, Ms. Klein held roles at Solutia Inc. and Spartech Corporation Mr. Salvatori previously served as Chief Administrative Officer of CONSOL Energy and VP – Administration of CONSOL Pennsylvania Coal Company since January 2017 and, prior, held various roles at CNX Resources Corporation and CNX Gas Corporation 30+ years of experience in the global mining industry, most recently serving as COO at Arch from March 2024 to January 2025 Prior to joining Arch, Mr. Schuller held various roles at Compass Minerals and Peabody Energy HIGHLY EXPERIENCED MANAGEMENT TEAM PAUL A. LANG CHIEF EXECUTIVE OFFICER DECK S. SLONE SVP, STRATEGY AND PUBLIC POLICY MITESH B. THAKKAR PRESIDENT AND CHIEF FINANCIAL OFFICER JIMMY A. BROCK EXECUTIVE CHAIRMAN Source: Company Website, Company Materials ROBERT J. BRAITHWAITE, JR. SVP, MARKETING AND SALES ROSEMARY L. KLEIN SVP, CHIEF LEGAL OFFICER AND CORPORATE SECRETARY KURT R. SALVATORI SVP AND CHIEF ADMINISTRATIVE OFFICER GEORGE J. SCHULLER JR. SVP AND CHIEF OPERATING OFFICER
Non-GAAP Reconciliations
Combined Total Revenue
For the Year Ended December 31, 2024
(in thousands)
| Year EndedDecember 31,2024 | |||
|---|---|---|---|
| CORE NATURAL RESOURCES, INC. | |||
| Total Revenue and Other Income | $ | 2,236,311 | |
| Less: Miscellaneous Other Income | (64,964 | ) | |
| Less: Gain on Sale of Assets | (6,941 | ) | |
| Total Revenue from Customers | 2,164,406 | ||
| ARCH RESOURCES, INC. AND SUBSIDIARIES | |||
| Revenues | 2,432,818 | ||
| Combined Total Revenue | $ | 4,597,224 |
38
Non-GAAP Reconciliations
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands)
| Three MonthsEnded March 31,2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CORE | CONSOL | ARCH | COMBINED | CONSOL | ARCH | COMBINED | |||||||||||||
| Net (Loss) Income | $ | (69,277 | ) | $ | 286,405 | $ | 32,604 | $ | 319,009 | $ | 655,892 | $ | 464,038 | $ | 1,119,930 | ||||
| Add (Less): | |||||||||||||||||||
| Income Tax (Benefit) Expense | (4,216 | ) | 44,242 | (3,754 | ) | 40,488 | 121,980 | 87,514 | 209,494 | ||||||||||
| Interest Expense (Income), Net | 1,701 | 2,969 | (6,328 | ) | (3,359 | ) | 15,728 | (2,438 | ) | 13,290 | |||||||||
| Depreciation, Depletion & Amortization | 121,556 | 223,526 | 181,152 | 404,678 | 241,317 | 167,588 | 408,905 | ||||||||||||
| Stock-Based Compensation | 12,859 | 11,350 | 21,067 | 32,417 | 10,046 | 25,443 | 35,489 | ||||||||||||
| Merger-Related Expenses | 49,182 | 19,280 | 20,220 | 39,500 | — | — | — | ||||||||||||
| Loss on Debt Extinguishment | 11,680 | — | — | — | 2,725 | 1,126 | 3,851 | ||||||||||||
| 1974 Pension Plan Litigation | — | 67,933 | — | 67,933 | — | — | — | ||||||||||||
| Other Adjustments | — | (217 | ) | — | (217 | ) | — | — | — | ||||||||||
| Adjusted EBITDA | $ | 123,485 | $ | 655,488 | $ | 244,961 | $ | 900,449 | $ | 1,047,688 | $ | 743,271 | $ | 1,790,959 |
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow
(in thousands)
| Three MonthsEnded March 31,2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CORE | CONSOL | ARCH | COMBINED | CONSOL | ARCH | COMBINED | |||||||||||||||
| Net Cash (Used in) Provided by Operating Activities | $ | (109,638 | ) | $ | 476,390 | $ | 208,830 | $ | 685,220 | $ | 857,949 | $ | 635,374 | $ | 1,493,323 | ||||||
| Add (Less): | |||||||||||||||||||||
| Capital Expenditures | (64,822 | ) | (177,988 | ) | (164,570 | ) | (342,558 | ) | (167,791 | ) | (176,037 | ) | (343,828 | ) | |||||||
| Proceeds from Sales of Assets | 6,003 | 7,396 | 374 | 7,770 | 4,255 | 4,055 | 8,310 | ||||||||||||||
| Unrestricted Cash Proceeds from Merger | 217,593 | — | — | — | — | — | — | ||||||||||||||
| Investments in Mining-Related Activities | — | (4,620 | ) | — | (4,620 | ) | (7,481 | ) | — | (7,481 | ) | ||||||||||
| Free Cash Flow | $ | 49,136 | $ | 301,178 | $ | 44,634 | $ | 345,812 | $ | 686,932 | $ | 463,392 | $ | 1,150,324 | |||||||
| ^○^ | We define adjusted EBITDA as (i) net income (loss) plus income taxes, net interest expense and depreciation,<br>depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment and (iii) certain<br>one-time transactions, such as merger-related expenses and certain litigation expenses for specific proceedings that arise outside of the ordinary course of our business. The GAAP measure most directly<br>comparable to adjusted EBITDA is net income (loss). | ||||||||||||||||||||
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| ^○^ | Free cash flow is a non-GAAP financial measure, defined as net cash<br>provided by (used in) operating activities plus proceeds from sales of assets and unrestricted cash proceeds from the Merger with Arch Resources, Inc., less capital expenditures and investments in mining-related activities. The GAAP measure most<br>directly comparable to free cash flow is net cash provided by (used in) operating activities. | ||||||||||||||||||||
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