HCC 10-Q
Warrior Met Coal, Inc. (HCC)
10-Q
2025-08-06
For: 2025-06-30
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended | |||||
or
| For the transition period from _____________ to _____________ | |||||
Commission File Number: 001-38061
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(205 ) 554-6150
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| -- | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
Number of shares of common stock outstanding as of August 4, 2025: 52,569,346
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Form 10-Q" or "this report") includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies, including any potential changes to our production and sales volumes as a result of our negotiations with the labor union representing certain of our hourly employees. We have used the words “anticipate,” “approximately,” “assume,” “believe,” “could,” “contemplate,” “continue,” “estimate,” “expect,” “target,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should” and similar terms and phrases, including in references to assumptions, in this report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:
•the impact of global pandemics, including the impact of any such pandemic on our business, employees, suppliers and customers, the metallurgical ("met") or steelmaking coal and steel industries, and global economic markets;
•the impacts of inflation and tariffs on our business, including on our costs and our profitability;
•our relationships with, and other conditions affecting, our customers;
•successful implementation of our business strategies;
•unavailability of, or price increases in, the transportation of our met or steelmaking coal;
•significant cost increases and fluctuations, and delay in the delivery of raw materials, mining equipment and purchased components;
•work stoppages, negotiation of labor contracts, employee relations and workforce availability;
•competition and foreign currency fluctuations;
•litigation, including claims not yet asserted;
•terrorist attacks or security threats, including cybersecurity threats;
•global steel demand and the downstream impact on steelmaking coal prices;
•impact of weather and natural disasters on demand and production;
•a substantial or extended decline in pricing or demand for steelmaking coal;
•inherent difficulties and challenges in the coal mining industry that are beyond our control;
•our ability to develop or acquire steelmaking coal reserves in an economically feasible manner;
•geologic, equipment, permitting, site access, operational risks and new technologies related to mining;
•inaccuracies in our estimates of our steelmaking coal reserves;
•costs associated with our workers’ compensation benefits;
•challenges to our licenses, permits and other authorizations;
•challenges associated with environmental, health and safety laws and regulations;
•regulatory requirements associated with federal, state and local regulatory agencies, and such agencies’ authority to order temporary or permanent closure of our mines;
1
•climate change concerns and our operations’ impact on the environment;
•failure to obtain or renew surety bonds on acceptable terms, which could affect our ability to secure reclamation and coal lease obligations;
•our obligations surrounding reclamation and mine closure;
•our substantial indebtedness and debt service requirements;
•our ability to comply with covenants in our ABL Facility (as defined below) and Indenture (as defined below);
•our ability to maintain adequate liquidity and the cost, availability and access to capital and financial markets;
•our expectations regarding our future cash tax rate as well as our ability to effectively utilize our federal and state net operating loss carry forwards (“NOLs”);
•our ability to continue paying our quarterly dividend or pay any special dividend;
•the timing and amount of any stock repurchases we make under our New Stock Repurchase Program (as defined below) or otherwise;
•any consequences related to our transfer restrictions under our certificate of incorporation and our NOL rights agreement;
•geopolitical events, including the effects of the Russia-Ukraine war and the ongoing conflict in the Middle East; and
•the inability to transport our products to customers due to rail performance issues or the impact of weather and mechanical failures at the McDuffie Terminal at the Port of Mobile in Alabama.
These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Part II, Item 1A. Risk Factors,” “Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q, and those set forth from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). These documents are available through our website at www.warriormetcoal.com or through the SEC's Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov. In light of such risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements.
When considering forward-looking statements made by us in this Form 10-Q, or elsewhere, such statements speak only as of the date on which we make them. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this Form 10-Q after the date of this Form 10-Q, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this Form 10-Q or elsewhere might not occur.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
3
WARRIOR MET COAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per-share amounts)
(Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales (exclusive of items shown separately below) | |||||||||||||||||||||||
| Cost of other revenues (exclusive of items shown separately below) | |||||||||||||||||||||||
| Depreciation and depletion | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Income (loss) before income tax expense (benefit) | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Basic and diluted net income (loss) per share: | |||||||||||||||||||||||
| Net income (loss) per share—basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net income (loss) per share—diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Weighted average number of shares outstanding—basic | |||||||||||||||||||||||
| Weighted average number of shares outstanding—diluted | |||||||||||||||||||||||
| Dividends per share: | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
4
WARRIOR MET COAL, INC.
CONDENSED BALANCE SHEETS
(in thousands, except share and per-share data)
June 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Trade accounts receivable | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other receivables | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Mineral interests, net | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term investments | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Asset retirement obligations | |||||||||||
| Short-term financing lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Asset retirement obligations | |||||||||||
| Black lung obligations | |||||||||||
| Long-term financing lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ Equity: | |||||||||||
Common stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
5
WARRIOR MET COAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and depletion | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Stock based compensation expense | |||||||||||
| Amortization of debt issuance costs and debt discount | |||||||||||
| Accretion of asset retirement obligations | |||||||||||
| Mark-to-market loss on gas hedges | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade accounts receivable | ( | ( | |||||||||
| Income tax receivable | |||||||||||
Inventories, net | ( | ||||||||||
| Prepaid expenses and other receivables | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other current liabilities | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchase of property, plant and equipment | ( | ( | |||||||||
| Deferred mine development costs | ( | ( | |||||||||
| Proceeds from investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from equipment financing | |||||||||||
| Principal repayments of finance lease obligations | ( | ( | |||||||||
| Payments for taxes related to net share settlement of equity awards | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||
| Restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Restricted cash at end of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
6
WARRIOR MET COAL, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
(Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of shares | — | — | |||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Preferred Stock | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Treasury Stock | |||||||||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | ( | ( | ( | ( | |||||||||||||||||||
| Additional Paid in Capital | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Stock based compensation expense | |||||||||||||||||||||||
| Tax withholdings on vested equity awards | — | — | ( | ( | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Dividends declared | ( | ( | ( | ( | |||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Total Stockholders' Equity | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
7
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Note 1. Business and Basis of Presentation
Description of the Business
Warrior Met Coal, Inc. (the "Company") is a U.S.-based, environmentally and socially minded supplier to the global steel industry. The Company is dedicated entirely to mining non-thermal steelmaking coal used as a critical component of steel production by metal manufacturers in Europe, South America and Asia. The Company is a large-scale, low-cost producer and exporter of premium quality steelmaking coal, also known as hard-coking coal ("HCC"), operating highly efficient longwall operations in its underground mines based in Alabama. The HCC that the Company produces from the Blue Creek coal seam contains very low sulfur and has strong coking properties. The Company also generates ancillary revenues from the sale of natural gas extracted as a byproduct from the underground coal mines and royalty revenues from leased properties.
Basis of Presentation
Collective Bargaining Agreement
The Company's Collective Bargaining Agreement ("CBA") with the labor union representing certain of the Company's hourly employees expired on April 1, 2021. The Company continues to engage in good faith efforts with the labor union to reach an agreement on a new contract.
Note 2. Summary of Significant Accounting Policies
The Company's significant accounting policies are consistent with those disclosed in Note 2 to its audited financial statements included in the 2024 Annual Report.
Use of Estimates
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include short-term deposits and highly liquid investments that have original maturities of three months or less when purchased and are stated at cost, which approximates fair value. Restricted cash consists of cash that the Company is contractually obligated to maintain in a money market account as collateral for workers' compensation claims. Restricted cash is classified as noncurrent based on the nature of the restriction.
Investments
Instruments with maturities greater than three months, but less than twelve months, are included in short-term investments. The Company purchases fixed income securities and certificates of deposits with varying maturities that are classified as available for sale and are carried at fair value. Securities classified as held to maturity are those securities that management has the intent and ability to hold to maturity.
8
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
As of June 30, 2025 and December 31, 2024, short-term investments consisted of $47.8 million and $14.6 million, respectively, in cash and fixed income securities. The short-term investments as of June 30, 2025 and December 31, 2024 consisted of $9.7 million and $9.5 million, respectively, posted as collateral for the self-insured black lung related claims asserted by or on behalf of former employees of Walter Energy, Inc. ("Walter Energy") and its subsidiaries, which were assumed by the Company and relate to periods prior to March 31, 2016. The Company also had $38.1 million and $5.1 million in fixed income securities with maturities less than twelve months as of June 30, 2025 and December 31, 2024, respectively.
As of June 30, 2025 and December 31, 2024, long-term investments consisted of $10.1 million and $44.6 million in fixed income securities with maturities greater than twelve months, respectively.
Revenue Recognition
Revenue is recognized when performance obligations under the terms of a contract with the Company's customers are satisfied; for all contracts this occurs when control of the promised goods have been transferred to the Company's customers and risk of loss passes to such customer. For coal shipments to domestic customers via rail or truck, control is typically transferred when the railcar or truck is loaded. For coal shipments to international customers via ocean vessel, control is transferred when the vessel is loaded at the Port of Mobile in Alabama. Occasionally, the Company will sell coal stockpiles at the barge loadout or port upon which control, title and risk of loss transfers when stockpiles are segregated. For all steelmaking coal sales under average pricing contracts where pricing is not finalized when revenue is recognized, revenue is recorded based on estimated consideration to be received at the date of the sale. For natural gas sales, control is transferred when the gas has been transferred to the pipeline. Revenue is disaggregated between coal sales within the Company's mining segment and natural gas sales included in all other revenues, as disclosed in Note 12.
The Company's coal and gas sales generally include up to 45-day payment terms following the transfer of control of the goods to the customer unless secured by a letter of credit which could include up to 60-day payment terms. The Company typically does not include extended payment terms in its contracts with customers.
Trade Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are stated at cost. Trade accounts receivable represent customer obligations that are derived from revenue recognized from contracts with customers. Credit is extended based on an evaluation of the individual customer's financial condition. The Company maintains trade credit insurance on the majority of its customers and the geographic regions of coal shipments to these customers. In some instances, the Company requires letters of credit, cash collateral or prepayments from its customers on or before shipment to mitigate the risk of loss. These efforts have consistently resulted in the Company recognizing no historical credit losses. The Company also has never had to have a claim against its trade credit insurance policy.
In order to estimate the allowance for credit losses on trade accounts receivable, the Company utilizes an aging approach in which potential impairment is calculated based on how long a receivable has been outstanding (e.g., current, 1-31 days, 31-60 days, etc.). The Company calculates an expected credit loss rate based on the Company’s historical credit loss rate, the risk characteristics of its customers, and the current steelmaking coal and steel market environments. As of June 30, 2025 and December 31, 2024, the estimated allowance for credit losses was immaterial and did not have a material impact on the Company's financial statements.
Note 3. Inventories, net
Inventories, net are summarized as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Coal | $ | $ | |||||||||
| Raw materials, parts, supplies and other, net | |||||||||||
| Total inventories, net | $ | $ | |||||||||
9
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Note 4. Income Taxes
For the three and six months ended June 30, 2025 and 2024, the Company estimated its annual effective tax rate and applied this effective tax rate to its year-to-date pretax income at the end of the interim reporting period. The tax effect of unusual or infrequently occurring items, including the effects of changes in tax laws or rates and changes in judgment about the realizability of deferred tax assets, are reported in the interim period in which they occur. For the three and six months ended June 30, 2025, the Company had income tax expense of $4.3 million and income tax benefit of $1.7 million, respectively. For the three and six months ended June 30, 2024, the Company had income tax expense of $8.5 million and $27.6 million, respectively. These periods include a benefit related to depletion and Internal Revenue Code ("IRC") Section 250 Deduction: Foreign-Derived Intangible Income ("FDII").
On July 4, 2025, the One, Big, Beautiful Bill Act ("OBBBA") was enacted into law and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The changes include, among other things, an update to IRC Section 250 Deduction: FDII to Foreign-Derived Deduction Eligible Income ("FDDEI"), which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The OBBBA also classified metallurgical coal as a critical mineral eligible for the advanced manufacturing production tax credit under Section 45X (the "45X Credit") of the Internal Revenue Code. The 45X Credit for metallurgical coal provides for a credit of 2.5% of eligible production costs through 2029. We are currently assessing its impact on our consolidated financial statements.
Note 5. Debt
The Company's debt consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | Weighted Average Interest Rate | Final Maturity | ||||||||||||||||||||
| Senior Secured Notes | $ | $ | December 2028 | ||||||||||||||||||||
| ABL Borrowings | Varies(1) | December 2026 | |||||||||||||||||||||
| Debt discount | ( | ( | |||||||||||||||||||||
| Total debt | |||||||||||||||||||||||
| Less: current debt | |||||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
(1) Borrowings under the ABL Facility bear interest at a rate equal to Secured Overnight Financing Rate ("SOFR") ranging from 1.5 % to 2.0 %, plus a credit adjustment spread, ranging currently from 0.11448 % to 0.42826 %, or an alternate base rate plus an applicable margin, which is determined based on the average availability of the commitments under the ABL Facility, ranging from 0.5 % to 1.0 %.
Senior Secured Notes
On December 6, 2021, the Company issued $350.0 million in aggregate principal amount of 7.875 % senior secured notes due 2028 (the “Notes”) at an initial price of 99.3 % of their face amount. The Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act. The Company used the net proceeds of the offering of the Notes, together with cash on hand, to fund the redemption of all of the Company’s outstanding 8.00 % senior secured notes due 2024 (the “Existing Notes”), including payment of the redemption premium in connection with such redemption. Since inception, the Company has paid down principal totaling $193.5 million on the Notes. The Notes will mature on December 1, 2028.
ABL Facility
On December 6, 2021, the Company entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (the “Second Amended and Restated Credit Agreement”), by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders from time to time party thereto and Citibank, as administrative agent (in such capacity, the "Agent"), which amends and restates in its entirety the then existing Amended and Restated Asset-Based Revolving Credit Agreement (as amended, the “ABL Facility”). The Second Amended and Restated
10
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Credit Agreement, among other things, (i) extended the maturity date of the ABL Facility to December 6, 2026; (ii) changed the calculation of the interest rate payable on borrowings from being based on a London Inter-Bank Offered Rate to be based on a SOFR, with corresponding changes to the applicable interest rate margins with respect to such borrowings, (iii) amended certain definitions related to the calculation of the borrowing base; (iv) increased the commitments that may be used to issue letters of credit to $65.0 million; and (v) amended certain baskets contained in the covenants to conform to the baskets contained in the indenture governing the Notes (the "Indenture"). The Second Amended and Restated Credit Agreement also allows the Company to borrow up to $116.0 million through November 2026, subject to availability under the borrowing base and other conditions.
As of June 30, 2025, no loans were outstanding under the ABL Facility and there were $2.5 113.5 million of availability under the ABL Facility (calculated net of $2.5 million of letters of credit outstanding at such time).
Note 6. Leases
The Company enters into rental agreements for certain mining equipment that are for periods of 12 months or less, some of which include options to extend the leases. Leases that are for periods of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense on these agreements on a straight-line basis over the lease term. Additionally, the Company has certain finance leases for mining equipment that expire over various contractual periods. These leases have remaining lease terms of to ten years and include an option to renew. Amortization expense for finance leases is included in depreciation and depletion expense.
Supplemental balance sheet information related to leases was as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| $ | $ | ||||||||||
| Finance lease liabilities | |||||||||||
| Current | |||||||||||
| Noncurrent | |||||||||||
| Total finance lease liabilities | $ | $ | |||||||||
| Weighted average remaining lease term - finance leases (in months) | 76.9 | 17.9 | |||||||||
Weighted average discount rate - finance leases(2) | % | % | |||||||||
(1) Finance lease right-of-use assets are recorded net of accumulated amortization of $59.2 million and $50.3 million and are included in property, plant and equipment, net in the Condensed Balance Sheets as of June 30, 2025 and the Balance Sheets as of December 31, 2024, respectively.
The components of lease expense were as follows (in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Operating lease cost(1): | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of leased assets | |||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Net lease cost | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes leases that are for periods of 12 months or less.
11
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Maturities of lease liabilities for the Company's finance leases as of June 30, 2025 were as follows (in thousands):
Finance Leases(1) | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | |||||
| Less: amount representing interest | ( | ||||
| Present value of lease liabilities | $ | ||||
(1) Finance lease payments include $3.1 million of future payments required under signed lease agreements that have not yet commenced.
Supplemental cash flow information related to the Company's leases was as follows (in thousands):
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid (received) for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from finance leases | $ | $ | |||||||||
| Financing cash flows from finance leases | $ | ( | $ | ||||||||
| Non-cash right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Finance leases | $ | $ | |||||||||
Note 7. Net Income (Loss) per Share
Basic and diluted net income (loss) per share was calculated as follows (in thousands, except per share data):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used to compute net income (loss) per share—basic | |||||||||||||||||||||||
| Dilutive restrictive stock awards | |||||||||||||||||||||||
| Weighted-average shares used to compute net income (loss) per share—diluted | |||||||||||||||||||||||
| Net income (loss) per share—basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net income (loss) per share—diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
12
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Note 8. Commitments and Contingencies
Environmental Matters
The Company is subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the construction and operation of its plants, mines and other facilities and with respect to remediating environmental conditions that may exist at its own and other properties.
The Company believes it is in compliance with federal, state and local environmental laws and regulations. The Company accrues for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and can be reasonably estimated. As of June 30, 2025 and December 31, 2024, there were no accruals for environmental matters other than asset retirement obligations for mine reclamation.
Miscellaneous Litigation
From time to time, the Company is party to lawsuits arising in the ordinary course of business. The Company records costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future results of operations cannot be predicted with certainty as any such effect depends on future results of operations and the amount and timing of the resolution of such matters. As of June 30, 2025 and December 31, 2024, there were no items accrued for miscellaneous litigation.
Other Commitments and Contingencies
The Company is party to various transportation and throughput agreements with rail and barge transportation providers and the Alabama State Port Authority. These agreements contain annual minimum tonnage guarantees with respect to coal transported from the mine sites to the Port of Mobile in Alabama, the unloading of rail cars or barges, and the loading of vessels. If the Company does not meet its minimum throughput obligations, which are based on annual minimum amounts, it is required to pay the transportation providers or the Alabama State Port Authority a contractually specified amount per metric ton for the difference between the actual throughput and the minimum throughput requirement. At June 30, 2025 and December 31, 2024, the Company had no
Royalty Obligations
Note 9. Stockholders' Equity
Common Shares
The Company is authorized to issue up to 140,000,000 common shares, $0.01 par value per share. Holders of common shares are entitled to receive dividends when authorized by the Board.
Stock Repurchase Program
On March 26, 2019, the Board approved the Company's second stock repurchase program (the “New Stock Repurchase Program”) that authorizes repurchases of up to an aggregate of $70.0 million of the Company's outstanding common stock. The Company fully exhausted its previous stock repurchase program (the "First Stock Repurchase Program") of $40.0 million of its outstanding common stock. The New Stock Repurchase Program does not require the Company to repurchase a specific number of shares or have an expiration date. The New Stock Repurchase Program may be suspended or discontinued by the Board at any time without prior notice.
13
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Under the New Stock Repurchase Program, the Company may repurchase shares of its common stock from time to time, in amounts, at prices and at such times as the Company deems appropriate, subject to market and industry conditions, share price, regulatory requirements and other considerations as determined from time to time by the Company. The Company’s repurchases may be executed using open market purchases or privately negotiated transactions in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act, and repurchases may be executed pursuant to Rule 10b5-1 under the Exchange Act. Repurchases will be subject to limitations in the ABL Facility and the Indenture. The Company intends to fund repurchases under the New Stock Repurchase Program from cash on hand and/or other sources of liquidity. Any future repurchases of shares of the Company's common stock will be subject to the 1% excise tax under the Inflation Reduction Act.
As of June 30, 2025 and December 31, 2024, the Company has repurchased 500,000 10.6 59.4
Dividends
The Company has declared the following dividends on common shares as of the filing date of this Form 10-Q:
| Dividend per Share | Dividend Type | Declaration Date | Record Date | Payable Date | ||||||||||||||||||||||
| $ | Quarterly | February 9, 2024 | February 20, 2024 | February 26, 2024 | ||||||||||||||||||||||
| $ | Special | February 9, 2024 | March 1, 2024 | March 7, 2024 | ||||||||||||||||||||||
| $ | Quarterly | April 25, 2024 | May 6, 2024 | May 13, 2024 | ||||||||||||||||||||||
| $ | Quarterly | July 26, 2024 | August 6, 2024 | August 13, 2024 | ||||||||||||||||||||||
| $ | Quarterly | October 25, 2024 | November 5, 2024 | November 12, 2024 | ||||||||||||||||||||||
| $ | Quarterly | February 11, 2025 | February 24, 2025 | March 3, 2025 | ||||||||||||||||||||||
| $ | Quarterly | April 23, 2025 | May 5, 2025 | May 12, 2025 | ||||||||||||||||||||||
| $ | Quarterly | July 29, 2025 | August 8, 2025 | August 15, 2025 | ||||||||||||||||||||||
Preferred Shares
The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value per share.
Note 10. Derivative Instruments
The Company enters into natural gas swap contracts from time to time to hedge the exposure to variability in expected future cash flows associated with the fluctuations in the price of natural gas related to the Company’s forecasted sales. As of June 30, 2025 and December 31, 2024, the Company had 2,750,000 and 5,500,000 metric million British thermal unit gas contracts outstanding, respectively.
14
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
Note 11. Fair Value of Financial Instruments
The following table presents information about the Company’s financial liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair value (in thousands):
| Fair Value Measurements as of June 30, 2025 Using: | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Natural gas swap contracts | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Measurements as of December 31, 2024 Using: | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Natural gas swap contracts | $ | $ | $ | $ | |||||||||||||||||||
During the six months ended June 30, 2025, there were no transfers between Level 1, Level 2 and Level 3. The Company uses quoted dealer prices for similar contracts in active over-the-counter markets for determining fair value of Level 2 liabilities. There were no changes to the valuation techniques used to measure liability fair values on a recurring basis during the six months ended June 30, 2025.
The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:
Cash, cash equivalents and restricted cash, short-term investments, receivables and trade accounts payable — The carrying amounts reported in the Condensed Balance Sheets approximate fair value due to the short-term nature of these assets and liabilities.
Long-term investments — The amortized cost carrying amount reported in the Condensed Balance Sheets approximates fair value due to the nature of fixed income securities.
Note 12. Segment Information
The Company generates revenue primarily through the production of steelmaking coal for sale to the steel industry. The Company also generates ancillary revenues from the sale of natural gas extracted as a byproduct from the underground coal mines and royalty revenues from leased properties.
Following the commencement of revenue-generating activities for the Blue Creek mine during the three months ended June 30, 2025, the manner in which the Company's chief operating decision maker (“CODM”), the Chief Executive Officer, measures financial performance and allocates resources changed. The Company reassessed its segment reporting and has determined that it continues to have one reportable segment identified as Mining which consists of: Mine No. 4, Mine No. 7 and the Blue Creek mine.
The Company has determined that its natural gas and royalty businesses did not meet the criteria in ASC 280 to be considered as a reportable segments. Therefore, the Company has included their results in an “all other” category as a reconciling item to consolidated amounts. The Company recast prior period information related to the change in segments, however, there were no revenues or cost of revenues associated with the Blue Creek mine.
The Company does not allocate all of its assets, or its depreciation and depletion expense, selling, general and administrative expenses, transactions costs, interest income (expense), and income tax expense (benefit) by segment.
15
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
The following tables include reconciliations of segment information to consolidated amounts (in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Mining | $ | $ | $ | $ | |||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Cash cost of sales (exclusive of depreciation and depletion)(1) | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | |||||||||||||||||||
| Transportation and royalties | |||||||||||||||||||||||
| Mining | $ | $ | $ | $ | |||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total transportation and royalties | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and depletion | |||||||||||||||||||||||
| Mining | $ | $ | $ | $ | |||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total depreciation and depletion | $ | $ | $ | $ | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Mining | $ | $ | $ | $ | |||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Mining | $ | $ | $ | $ | |||||||||||||||||||
| All other | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
(1) The significant expense category and amounts align with the segment-level information that is regularly reviewed by the CODM, inclusive of transportation and royalties and exclusive of depreciation and depletion.
(2) Other segment items include non-cash charges to cost of sales (exclusive of depreciation and depletion) of asset retirement obligation accretion and valuation adjustments and stock compensation expense.
(2) Other segment items include non-cash charges to cost of sales (exclusive of depreciation and depletion) of asset retirement obligation accretion and valuation adjustments and stock compensation expense.
For the three and six months ended June 30, 2025 and 2024, the Company's Mining segment had revenues comprising greater than 10% from the following customers:
16
WARRIOR MET COAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
Customers(1) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Customer A | $ | $ | $ | $ | |||||||||||||||||||
| Customer B | |||||||||||||||||||||||
| Customer C | |||||||||||||||||||||||
| Customer D | |||||||||||||||||||||||
| Customer E | |||||||||||||||||||||||
| Customer F | |||||||||||||||||||||||
The Company evaluates the performance of its segment based on Segment Adjusted EBITDA, which is defined as net income (loss) adjusted for other revenues; cost of other revenues; depreciation and depletion expense; selling, general and administrative expenses; interest income, net; income tax expense (benefit) and certain transactions or adjustments that the CODM does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. Segment Adjusted EBITDA should not be considered as an alternative to cost of sales under GAAP and may not be comparable to other similarly titled measures used by other companies. Below is a reconciliation of Segment Adjusted EBITDA to net income (loss), which is its most directly comparable financial measure calculated and presented in accordance with GAAP (in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Cost of other revenues | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and depletion | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | |||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides a narrative of our results of operations and financial condition for the three and six months ended June 30, 2025 and June 30, 2024. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Form 10-Q and the audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report"). Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. Please see “Forward-Looking Statements.”
Overview
We are a U.S.-based, environmentally and socially minded supplier to the global steel industry. We are dedicated entirely to mining non-thermal steelmaking coal used as a critical component of steel production by metal manufacturers in Europe, South America and Asia. We are a large-scale, low-cost producer and exporter of premium quality steelmaking coal, also known as hard coking coal (“HCC”), operating highly-efficient longwall operations in our underground mines based in Alabama, Mine No. 4 and Mine No. 7. We also are developing our world-class Blue Creek mine based in Alabama.
As of December 31, 2024, based on a reserve report prepared by Marshall Miller & Associates, Inc. ("Marshall Miller"), Mine No. 4 and Mine No. 7, our two operating mines, had approximately 82.4 million metric tons of recoverable reserves and our undeveloped Blue Creek mine contained 69.0 million metric tons of recoverable reserves and 39.7 million metric tons of coal resources exclusive of reserves, which total 108.7 million metric tons. As a result of our high-quality coal, our Mine No. 7 steelmaking coal realized price has historically been in line with, or at a slight discount to, the Platts Premium Low Volatility ("LV") Free-On-Board Australia Index Price (the "S&P Platts Index"). Our Mine No. 4 steelmaking coal is a High Volatility A ("HVA") quality that typically trades at a larger discount to the price of coal from Mine No. 7. We now primarily target the LV hard coking coal indices price for our Mine No. 4 and Blue Creek mine coal. Our steelmaking coal, mined from the Southern Appalachian portion of the Blue Creek coal seam, is characterized by low sulfur, low-to-medium ash, and Low Vol to High Vol. These qualities make our coal ideally suited as a coking coal for the manufacture of steel.
We sell substantially all of our steelmaking coal production to steel producers outside of the United States. Steelmaking coal, which is converted to coke, is a critical input in the steel production process. Steelmaking coal is both consumed domestically in the countries where it is produced and exported by several of the largest producing countries, such as China, Australia, the United States, Canada and Russia. Therefore, demand for our coal will be highly correlated to conditions in the global steelmaking industry. The steelmaking industry’s demand for steelmaking coal is affected by a number of factors, including the cyclical nature of that industry’s business, technological developments in the steelmaking process and the availability of substitutes for steel such as aluminum, composites and plastics. A significant reduction in the demand for steel products would reduce the demand for steelmaking coal, which would have a material adverse effect upon our business. Similarly, if alternative ingredients are used in substitution for steelmaking coal in the integrated steel mill process, the demand for steelmaking coal would materially decrease, which could also materially adversely affect demand for our steelmaking coal.
Update on the Development of Blue Creek
On February 21, 2025, we provided an update on the Blue Creek project. Due to the implementation of innovative technologies and best practices we increased nameplate capacity of the Blue Creek mine 25% to 5.4 million metric tons from the original production plan of 4.4 million metric tons. The additional capacity increases our overall nameplate capacity by 75%, from 7.3 million metric tons per year to 12.7 million metric tons per year. We also have the ability to increase the nameplate capacity 83% or an additional 0.6 million metric tons to 6.0 million metric tons per year by adding an additional continuous miner unit. We expect the addition of Blue Creek to enhance our already advantageous position on the global cost curve, improve our profitability and cash flow generation, and cement our position as a leading pure play steelmaking coal producer.
As a result of excellent progress made so far in 2025 in completing certain milestones ahead of schedule, the project is now ahead of schedule with the longwall anticipated to start up early in the first quarter of 2026. We expect to produce approximately 900 thousand metric tons in 2025 of which we have produced 543 thousand metric tons to date. Due to the accelerated startup of the longwall we now expect to produce approximately 3.6 million metric tons in 2026 an increase from the original estimated 2.7 million metric tons and approximately 4.4 million metric tons in 2027.
18
In the second quarter of 2025, we also achieved a great milestone in the development of the Blue Creek project, by selling 217 thousand metric tons of steelmaking coal, which were the first commercial sales from this project, ahead of schedule. This milestone marks a critical inflection point in the development of this premier asset, representing the beginning of a transition from capital investment to revenue generations. We also continued to make excellent progress towards completing the Blue Creek project as we completed the installation of the truck dump, rail loadout and module A of the preparation plant, which allowed us the ability to send the first trainloads of steelmaking coal to the Port of Mobile in Alabama for our first shipments to customers. We have invested approximately $823.5 million in the project to date, including $51.8 million in the second quarter of 2025 and $107.0 million year-to-date. We expect to spend $225 to $250 million in 2025 on the continued development of Blue Creek. Our baseline total project cost estimate ranges from $995 million to $1.075 billion.
Recent Developments
The second quarter of 2025 was marked by continued weakness in the global steelmaking coal industry, with premium low-vol index prices declining 24% from the prior year comparable quarter and 33% year-over-year. The platts premium low-vol index averaged $184.22 per metric ton for the second quarter of 2025 compared to $242.31 for the second quarter of 2024. The lower seaborne prices were driven by weak steel demand from China and India, trade and tariff uncertainties, a slowdown in global economic growth and seasonal demand decline. As of July 14, 2025, the Platts Index price for premium LV coal was $182.00 per metric ton. Per the Wood Mackenzie global metallurgical coal short-term outlook released in June 2025, premium LV coal is expected to remain under pressure driven by gradually recovering met coal supply from Australia and a seasonal slowdown in steel demand from India. Premium LV coal is expected to remain rangebound between $182.00 and $195.00 per metric ton for the remainder of the year.
The United States government announced a broad range of tariffs on foreign goods imported into the U.S., with certain nations and regions responding with retaliatory tariffs on U.S. goods. The trade and tariff uncertainties have already contributed to lower seaborne prices. Any new tariffs as well as other trade measures that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries could result in reduced economic activity, increased costs in operating our business, reduced demand and/or changes in purchasing behaviors for steelmaking coal, disruptions in our supply chain, material changes in the pricing of steelmaking coal, limits on trade with the U.S. or other potentially adverse economic outcomes. It is too early to quantify the impact of the tariffs on the Company's financial statements. We continue to analyze the impact of tariffs on our business and actions we can take to minimize their impact.
On July 4, 2025, the One, Big, Beautiful Bill Act ("OBBBA") was enacted into law and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The changes include, among other things, an update to IRC Section 250 Deduction: FDII to Foreign-Derived Deduction Eligible Income ("FDDEI"), which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The OBBBA also classified metallurgical coal as a critical mineral eligible for the advanced manufacturing production tax credit under Section 45X (the "45X Credit") of the Internal Revenue Code. The 45X Credit for metallurgical coal provides for a credit of 2.5% of eligible production costs through 2029. Section 50202 of the OBBBA also temporarily decreases the royalty rate for coal leases on federal lands to not more than 7% through 2034. We are currently assessing the impact of the OBBBA on our consolidated financial statements.
Collective Bargaining Agreement
The Company's Collective Bargaining Agreement ("CBA") with the labor union representing certain of the Company's hourly employees expired on April 1, 2021. The Company continues to engage in good faith efforts with the labor union to reach an agreement on a new contract.
How We Evaluate Our Operations
As discussed in Note 16 - Segments Information to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q, our operating segments changed during the three and six months ended June 30, 2025. Following the commencement of revenue-generating activities for the Blue Creek mine, the Company restructured the periodic management and internal reporting packages to address the shift in strategy. As a result of these changes, the Company has determined that its operating segments had changed and that beginning in the current reporting period the Company now has three operating segments: the existing underground operations of Mine No. 4 and Mine No. 7 and the Blue Creek mine. The segment reporting for prior periods has been reclassified to conform to the current period presentation.
The Company has determined that the three operating segments are similar in both quantitative and qualitative characteristics and thus, the three operating segments have been aggregated into one reportable segment identified as Mining, which represents our primary business, the mining and exporting of steelmaking coal for the steel industry. All other operations
19
and results are reported under the “All Other” category as a reconciling item to consolidated amounts, which includes the business results from our sale of natural gas extracted as a byproduct from our underground coal mines and royalties from our leased properties. Our natural gas and royalty businesses do not meet the criteria in ASC 280, Segment Reporting, to be considered as operating or reportable segments.
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include: (i) Segment Adjusted EBITDA (as defined below), a non-GAAP financial measure; (ii) sales volumes and average net selling price, which drive coal sales revenue; (iii) cash cost of sales, a non-GAAP financial measure; and (iv) Adjusted EBITDA, a non-GAAP financial measure. The following table presents supplementary data on a historical basis for each of the periods indicated.
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment Adjusted EBITDA | $ | 62,079 | $ | 129,120 | $ | 111,277 | $ | 341,531 | |||||||||||||||
| Metric tons sold | 2,013 | 1,904 | 3,983 | 3,835 | |||||||||||||||||||
| Metric tons produced | 2,094 | 1,970 | 4,139 | 3,831 | |||||||||||||||||||
| Average net selling price per metric ton | $ | 143.31 | $ | 205.05 | $ | 146.48 | $ | 231.66 | |||||||||||||||
| Cash cost of sales per metric ton | $ | 111.53 | $ | 136.39 | $ | 117.63 | $ | 141.82 | |||||||||||||||
| Cost of production % | 67 | % | 61 | % | 67 | % | 61 | % | |||||||||||||||
| Transportation and royalties % | 33 | % | 39 | % | 33 | % | 39 | % | |||||||||||||||
| Adjusted EBITDA | $ | 53,568 | $ | 115,943 | $ | 93,056 | $ | 316,140 | |||||||||||||||
Segment Adjusted EBITDA
We define Segment Adjusted EBITDA as net income (loss) adjusted for other revenues; cost of other revenues; depreciation and depletion expense; selling, general and administrative expenses; interest income, net; income tax expense (benefit) and certain transactions or adjustments that the Chief Executive Officer, our Chief Operating Decision Maker, does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. Segment Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure;
•the ability of our assets to generate sufficient cash flow to pay dividends;
•our ability to incur and service debt and fund capital expenditures; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
Sales Volumes and Average Net Selling Price
We evaluate our operations based on the volume of coal we can safely produce and sell in compliance with regulatory standards, and the prices we receive for our steelmaking coal. Our sales volume and sales prices are largely dependent upon the terms of our annual steelmaking coal sales contracts, for which prices generally are set on daily index averages on a quarterly basis. The volume of steelmaking coal we sell is also a function of the pricing environment in the international steelmaking coal markets and the amounts of LV and HVA coal that we sell. We evaluate the price we receive for our steelmaking coal based on our average net selling price per metric ton.
Our average net selling price per metric ton represents our coal net sales revenue divided by total metric tons of coal sold. In addition, our average net selling price per metric ton is net of demurrage and quality specification adjustments. We normally compete on a delivered basis when negotiating contract and spot transactions with our global customers. However, depending on market dynamics and other circumstances, the burden of ocean freight may be borne entirely by the supplier,
20
shared between both partners, or assumed entirely by the customer. In the instance when we are responsible for the freight, the freight costs will reduce our net sales revenues and impact our net selling price realizations.
Cash Cost of Sales
We evaluate our cash cost of sales on a cost per metric ton basis. Cash cost of sales is based on reported cost of sales and includes items such as freight, royalties, manpower, fuel and other similar production and sales cost items, and may be adjusted for other items that, pursuant to accounting principles generally accepted in the United States ("GAAP"), are classified in the Condensed Statements of Operations as costs other than cost of sales, but relate directly to the costs incurred to produce met coal and sell it FOB at the Port of Mobile in Alabama. Our cash cost of sales per metric ton is calculated as cash cost of sales divided by the metric tons sold. Cash cost of sales is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that this non-GAAP financial measure provides additional insight into our operating performance, and reflects how management analyzes our operating performance and compares that performance against other companies for purposes of business decision making by excluding the impact of certain items that management does not believe are indicative of our core operating performance. We believe that cash cost of sales presents a useful measure of our controllable costs and our operational results by including all costs incurred to produce met coal and sell it FOB at the Port of Mobile in Alabama. Period-to-period comparisons of cash cost of sales are intended to help management identify and assess additional trends that potentially impact us and that may not be shown solely by period-to-period comparisons of cost of sales. Cash cost of sales should not be considered an alternative to cost of sales or any other measure of financial performance or liquidity presented in accordance with GAAP. Cash cost of sales excludes some, but not all, items that affect cost of sales, and our presentation may vary from the presentations of other companies. As a result, cash cost of sales as presented below may not be comparable to similarly titled measures of other companies.
The following table presents a reconciliation of cash cost of sales to total cost of sales, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated.
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of sales (exclusive of depreciation and depletion) | $ | 226,412 | $ | 261,305 | $ | 472,147 | $ | 546,892 | |||||||||||||||
| Asset retirement obligation accretion | (966) | (703) | (1,931) | (1,405) | |||||||||||||||||||
| Stock compensation expense | (942) | (912) | (1,684) | (1,625) | |||||||||||||||||||
| Cash cost of sales | $ | 224,504 | $ | 259,690 | $ | 468,532 | $ | 543,862 | |||||||||||||||
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest income, net, income tax expense (benefit), depreciation and depletion, non-cash asset retirement obligation accretion, non-cash stock compensation expense, other non-cash accretion, mark-to-market (gain) loss on gas hedges and business interruption expenses. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
21
We believe that the presentation of Adjusted EBITDA in this report provides information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). Adjusted EBITDA should not be considered an alternative to net income (loss) or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjustments exclude some, but not all, items that affect net income (loss) and our presentation of Adjusted EBITDA may vary from that presented by other companies.
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated.
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | 5,606 | $ | 70,711 | $ | (2,562) | $ | 207,700 | |||||||||||||||
| Interest income, net | (2,195) | (8,327) | (5,380) | (15,360) | |||||||||||||||||||
| Income tax expense (benefit) | 4,310 | 8,519 | (1,720) | 27,641 | |||||||||||||||||||
| Depreciation and depletion | 43,255 | 38,150 | 88,532 | 78,173 | |||||||||||||||||||
Asset retirement obligation accretion (1) | 1,331 | 1,298 | 2,662 | 2,595 | |||||||||||||||||||
Stock compensation expense (2) | 2,045 | 5,040 | 10,098 | 14,187 | |||||||||||||||||||
Other non-cash accretion (3) | 495 | 451 | 989 | 902 | |||||||||||||||||||
Mark-to-market (gain) loss on gas hedges (4) | (1,303) | — | 415 | — | |||||||||||||||||||
Business interruption (5) | 24 | 101 | 22 | 302 | |||||||||||||||||||
| Adjusted EBITDA | $ | 53,568 | $ | 115,943 | $ | 93,056 | $ | 316,140 | |||||||||||||||
(1)Represents non-cash accretion expense associated with our asset retirement obligations.
(2)Represents non-cash stock compensation expense associated with equity awards.
(3)Represents non-cash accretion expense associated with our black lung obligations.
(4)Represents mark-to-market (gain) loss recognized on gas hedges.
(5)Represents business interruption expenses associated with the labor strike.
22
Results of Operations
Three Months Ended June 30, 2025 and 2024
The following table summarizes certain unaudited financial information for these periods.
| For the three months ended June 30, | |||||||||||||||||||||||
| ($ in thousands) | 2025 | % of Total Revenues | 2024 | % of Total Revenues | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Sales | $ | 288,491 | 97.0 | % | $ | 390,424 | 98.5 | % | |||||||||||||||
| Other revenues | 9,032 | 3.0 | % | 6,099 | 1.5 | % | |||||||||||||||||
| Total revenues | 297,523 | 100.0 | % | 396,524 | 100.0 | % | |||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales (exclusive of items shown separately below) | 226,412 | 76.1 | % | 261,305 | 65.9 | % | |||||||||||||||||
| Cost of other revenues (exclusive of items shown separately below) | 8,210 | 2.8 | % | 10,673 | 2.7 | % | |||||||||||||||||
| Depreciation and depletion | 43,255 | 14.5 | % | 38,150 | 9.6 | % | |||||||||||||||||
| Selling, general and administrative | 11,923 | 4.0 | % | 15,492 | 3.9 | % | |||||||||||||||||
| Total costs and expenses | 289,800 | 97.4 | % | 325,620 | 82.1 | % | |||||||||||||||||
| Operating income | 7,723 | 2.6 | % | 70,904 | 17.9 | % | |||||||||||||||||
| Interest expense | (2,890) | (1.0) | % | (915) | (0.2) | % | |||||||||||||||||
| Interest income | 5,083 | 1.7 | % | 9,241 | 2.3 | % | |||||||||||||||||
| Income before income tax expense | 9,916 | 3.3 | % | 79,230 | 20.0 | % | |||||||||||||||||
| Income tax expense | 4,310 | 1.4 | % | 8,519 | 2.1 | % | |||||||||||||||||
| Net income | $ | 5,606 | 1.9 | % | $ | 70,711 | 17.8 | % | |||||||||||||||
Sales and cost of sales components on a per unit basis were as follows:
| For the three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Met Coal (metric tons in thousands) | |||||||||||
| Metric tons sold | 2,013 | 1,904 | |||||||||
| Metric tons produced | 2,094 | 1,970 | |||||||||
| Average net selling price per metric ton | $ | 143.31 | $ | 205.05 | |||||||
| Cash cost of sales per metric ton | $ | 111.53 | $ | 136.39 | |||||||
We produced 2.1 million metric tons of steelmaking coal for the three months ended June 30, 2025 compared to 2.0 million metric tons for the three months ended June 30, 2024, representing a 6% increase. The increased production was driven by 316 thousand metric tons produced by three continuous miner units at the Blue Creek mine developing the initial longwall panel partially offset by a decrease of 191 thousand metric tons produced at the legacy mines.
Sales for the three months ended June 30, 2025 were $288.5 million compared to $390.4 million for the three months ended June 30, 2024. The $101.9 million decrease in sales was primarily driven by a $124.3 million decrease in sales related to a $61.74 per metric ton decrease in the average net selling price per metric ton of our steelmaking coal offset partially by a $22.4 million increase in sales due to a 6% increase in steelmaking coal sales volume. The average net selling price of our steelmaking coal decreased $61.74 from $205.05 per metric ton in the second quarter of 2024 to $143.31 per metric ton in the second quarter of 2025.
For the three months ended June 30, 2025, our geographic customer sales volume mix was 52% in Asia, 37% in Europe, and 11% in South America. For the three months ended June 30, 2024, our geographic customer sales volume mix was 41% in Asia, 38% in Europe and 21% in South America. Our geographic customer mix typically varies each period based on the timing of customer orders and shipments.
23
Other revenues for the three months ended June 30, 2025 were $9.0 million compared to $6.1 million for the three months ended June 30, 2024. Other revenues are comprised of revenue derived from our natural gas operations, gains on sales and disposals of property, plant and equipment and land, changes in the fair value of our natural gas swap contracts and earned royalty revenue. The $2.9 million increase in other revenues is primarily driven by gains on mark-to-market gas hedges of $1.3 million, and an increase in the Southern Louisiana natural gas price average per Million British Thermal Unit ("MMBtu") of 70% offset partially by a decrease in natural gas sales volumes of 6% for the three months ended June 30, 2025 as compared to the prior year comparable period.
Cost of sales was $226.4 million, or 76.1% of total revenues, for the three months ended June 30, 2025, compared to $261.3 million, or 65.9% of total revenues for the three months ended June 30, 2024. The $34.9 million decrease is primarily driven by a $50.1 million decrease due to a $24.86 per metric ton decrease in cash cost of sales per metric ton due to lower average net selling prices of steelmaking coal and its impact on our labor, transportation and royalty costs; the sales mix of Blue Creek coal with its inherent lower cost structure; our disciplined approach to cost control and an increase in tons produced. The decrease in costs of sales is offset partially by a 109 thousand metric ton increase in steelmaking coal sales volume. For the three months ended June 30, 2025, cost of production represented 67% of cost of sales and transportation and royalties accounted for approximately 33% compared to cost of production of 61% and transportation and royalties of 39% for the three months ended June 30, 2024.
Cost of other revenues was $8.2 million or 2.8% of total revenues, for the three months ended June 30, 2025, compared to $10.7 million, or 2.7% of total revenues for three months ended June 30, 2024. The decrease is primarily driven by the reduction of gas compression costs in operations and a 6% decrease in gas sales volumes.
Depreciation and depletion expenses were $43.3 million, or 14.5% of total revenues, for the three months ended June 30, 2025, compared to $38.2 million, or 9.6% of total revenues for the three months ended June 30, 2024. The $5.1 million increase in depreciation and depletion is primarily driven by an increase in additional assets placed into service at Blue Creek combined with a 6% increase in steelmaking coal sales volume as depreciation and depletion is first capitalized into coal inventory and relieved when the tons are sold.
Selling, general and administrative expenses were $11.9 million, or 4.0% of total revenues, for the three months ended June 30, 2025, compared to $15.5 million, or 3.9% of total revenues, for the three months ended June 30, 2024. The $3.6 million decrease in selling, general and administrative expenses for the period is primarily due to a decrease in employee related expenses combined with our continued focus on tightly managing expenses across the business.
Interest expense was $2.9 million, or 1.0% of total revenues, for the three months ended June 30, 2025, compared to interest expense of $0.9 million, or 0.2% of total revenues, for the three months ended June 30, 2024. The $2.0 million increase is due to an increase in interest on newly leased equipment.
Interest income was $5.1 million, or 1.7% of total revenues for the three months ended June 30, 2025, compared to $9.2 million, or 2.3% of total revenues for the three months ended June 30, 2024. The $4.2 million decrease was primarily driven by a decrease in invested cash balances and lower rates of return earned on our investments.
For the three months ended June 30, 2025, we recognized income tax expense of $4.3 million compared to income tax expense of $8.5 million for the three months ended June 30, 2024. We estimated our annual effective tax rate and applied this effective tax rate to our year-to-date pretax income at the end of the interim reporting period. The $4.3 million income tax expense for the three months ended June 30, 2025, includes a benefit related to depletion, Internal Revenue Code ("IRC") Section 250 Deduction: Foreign-Derived Intangible Income ("FDII") and Section 45l Deduction: Marginal Well Credit.
The OBBBA was enacted on July 4, 2025, and updated the IRC Section 250 Deduction: FDII to FDDEI, which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The changes will take effect for taxable years beginning after December 31, 2025. The Marginal Well Credit is a production-based tax credit that provides a credit for qualified natural gas production and is phased out when natural gas prices exceed certain thresholds.
24
Six Months Ended June 30, 2025 and 2024
The following table summarizes certain unaudited financial information for these periods.
| For the six months ended June 30, | |||||||||||||||||||||||
| ($ in thousands) | 2025 | % of Total Revenues | 2024 | % of Total Revenues | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Sales | $ | 583,424 | 97.6 | % | $ | 888,423 | 98.7 | % | |||||||||||||||
| Other revenues | 14,042 | 2.4 | % | 11,613 | 1.3 | % | |||||||||||||||||
| Total revenues | 597,466 | 100.0 | % | 900,036 | 100.0 | % | |||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales (exclusive of items shown separately below) | 472,147 | 79.0 | % | 546,892 | 60.8 | % | |||||||||||||||||
| Cost of other revenues (exclusive of items shown separately below) | 16,083 | 2.7 | % | 20,638 | 2.3 | % | |||||||||||||||||
| Depreciation and depletion | 88,532 | 14.8 | % | 78,173 | 8.7 | % | |||||||||||||||||
| Selling, general and administrative | 30,365 | 5.1 | % | 34,352 | 3.8 | % | |||||||||||||||||
| Total costs and expenses | 607,127 | 101.6 | % | 680,055 | 75.6 | % | |||||||||||||||||
| Operating (loss) income | (9,661) | (1.6) | % | 219,982 | 24.4 | % | |||||||||||||||||
| Interest expense | (4,997) | (0.8) | % | (2,036) | (0.2) | % | |||||||||||||||||
| Interest income | 10,376 | 1.7 | % | 17,395 | 1.9 | % | |||||||||||||||||
| Net (loss) income before income tax expense | (4,282) | (0.7) | % | 235,341 | 26.1 | % | |||||||||||||||||
| Income tax (benefit) expense | (1,720) | (0.3) | % | 27,641 | 3.1 | % | |||||||||||||||||
| Net (loss) income | $ | (2,562) | (0.4) | % | $ | 207,700 | 23.1 | % | |||||||||||||||
Sales and cost of sales components on a per unit basis were as follows:
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Met Coal (metric tons in thousands) | |||||||||||
| Metric tons sold | 3,983 | 3,835 | |||||||||
| Metric tons produced | 4,139 | 3,831 | |||||||||
| Average net selling price per metric ton | $ | 146.48 | $ | 231.66 | |||||||
| Cash cost of sales per metric ton | $ | 117.63 | $ | 141.82 | |||||||
We produced 4.1 million metric tons of steelmaking coal for the six months ended June 30, 2025 compared to 3.8 million metric tons for the six months ended June 30, 2024, representing an 8% increase. The increased production was driven by 543 thousand metric tons produced by three continuous miner units at the Blue Creek mine developing the initial longwall panel.
Sales for the six months ended June 30, 2025 were $583.4 million compared to $888.4 million for the six months ended June 30, 2024. The $305.0 million or 34% decrease in sales was primarily driven by a $339.3 million decrease in sales related to a 37% or $85.18 per metric ton decrease in the average net selling price per metric ton of steelmaking coal offset partially by a $34.3 million increase in sales due to a 4% or 0.1 million metric ton increase in steelmaking coal sales volume. The 4% increase in sales volumes was driven by the first commercial sales of 217 thousand metric tons of Blue Creek steelmaking coal ahead of schedule.
For the six months ended June 30, 2025, our geographic customer sales volume mix was 47% in Asia, 37% in Europe and 16% in South America. For the six months ended June 30, 2024, our geographic customer sales volume mix was 44% in Asia, 37% in Europe, 18% in South America and 1% in the United States. Our geographic customer mix typically varies each period based on the timing of customer orders and shipments.
Other revenues for the six months ended June 30, 2025 were $14.0 million compared to $11.6 million for the six months ended June 30, 2024. Other revenues are comprised of revenue derived from our natural gas operations, gains on sales
25
and disposals of property, plant and equipment and land, changes in the fair value of our natural gas swap contracts, as well as earned royalty revenue. The $2.4 million increase in other revenues is due to the increase in the Southern Louisiana natural gas price average of 66% offset partially by a decrease in sales volume of 5% and losses on mark-to-market gas hedges of $0.4 million for the six months ended June 30, 2025.
Cost of sales (exclusive of items shown separately below) was $472.1 million, or 79.0%, of total revenues, for the six months ended June 30, 2025, compared to $546.9 million, or 60.8% of total revenues for the six months ended June 30, 2024. The $74.7 million decrease is primarily driven by a $96.3 million decrease due to a $24.19 per metric ton decrease in cash cost of sales per metric ton offset partially by a $21.0 million increase due to a 4% or 0.1 million metric ton increase in steelmaking coal sales volume. The $96.3 million decrease in cash cost of sales per metric ton is due to lower average net selling prices of steelmaking coal and its impact on our labor, transportation and royalty costs; the sales mix of Blue Creek coal and its inherent lower cost structure; our disciplined approach to cost control and an increase in tons produced. For the six months ended June 30, 2025, cost of production represented 67% of cost of sales and transportation and royalties accounted for approximately 33% compared to cost of production of 61% and transportation and royalties of 39% for the six months ended June 30, 2024.
Depreciation and depletion expenses were $88.5 million, or 14.8% of total revenues, for the six months ended June 30, 2025, compared to $78.2 million, or 8.7%, for the six months ended June 30, 2024. The $10.4 million increase in depreciation and depletion is primarily driven by additional assets placed into service at Blue Creek and a 4% or 0.1 million metric ton increase in steelmaking coal sales volume as depreciation and depletion is first capitalized into coal inventory and relieved when the tons are sold.
Selling, general and administrative expenses were $30.4 million, or 5.1% of total revenues, for the six months ended June 30, 2025, compared to $34.4 million, or 3.8% of total revenues, for the six months ended June 30, 2024. The $4.0 million decrease in selling, general and administrative expenses for the period is primarily due to a decrease in employee related expenses combined with our continued focus on tightly managing expenses across the business.
Interest expense was $5.0 million, or 0.8% of total revenues, for the six months ended June 30, 2025, compared to $2.0 million, or 0.2% of total revenues, for the six months ended June 30, 2024. The $3.0 million increase is due an increase in interest on newly leased equipment.
Interest income was $10.4 million, or 1.7% of total revenues for the six months ended June 30, 2025, compared to $17.4 million, or 1.9%, of total revenues for the six months ended June 30, 2024. The $7.0 million decrease was primarily driven by a decrease in invested cash balances and lower rates of return earned on our investments.
We recognized income tax benefit of $1.7 million and income tax expense of $27.6 million for the six months ended June 30, 2025 and June 30, 2024, respectively. We estimated our annual effective tax rate and applied this effective tax rate to our year-to-date pretax loss at the end of the interim reporting period. The $1.7 million income tax benefit for the six months ended June 30, 2025 includes a benefit related to depletion, Internal Revenue Code ("IRC") Section 250 Deduction: Foreign-Derived Intangible Income ("FDII") and Section 45l Deduction: Marginal Well Credit.
The OBBBA was enacted on July 4, 2025, and updated the IRC Section 250 Deduction: FDII to FDDEI, which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The changes will take effect for taxable years beginning after December 31, 2025. The Marginal Well Credit is a production-based tax credit that provides a credit for qualified natural gas production and is phased out when natural gas prices exceed certain thresholds.
Liquidity and Capital Resources
Overview
Our sources of cash have been steelmaking coal and natural gas sales to customers, proceeds received from the Notes and access to our ABL Facility. Historically, our primary uses of cash have been for funding the operations of our coal and natural gas production operations, working capital, our capital expenditures, including capital expenditures and mine development for the development of Blue Creek, our reclamation obligations, payment of principal and interest on our Notes, professional fees and other non-recurring transaction expenses. In addition, we used available cash on hand to repurchase shares of common stock and to pay our quarterly and special dividends, each of which reduces or reduced cash and cash equivalents.
Going forward, we plan to use cash to fund debt service payments on our Notes, the ABL Facility and our other indebtedness, to fund operating activities, working capital, the development of Blue Creek, capital expenditures, our
26
reclamation obligations, our black lung obligations, professional fees and other non-recurring transaction expenses and strategic investments, and, if declared, to pay our quarterly and/or special dividends. Our ability to fund our capital needs, including the development of Blue Creek, going forward will depend on our ongoing ability to generate cash from operations and borrowing availability under the ABL Facility, and, in the case of any future strategic investments, capital needs, the development of Blue Creek, or special dividends financed partially or wholly with debt financing and our ability to access the capital markets to raise additional capital.
Our total liquidity as of June 30, 2025 was $545.0 million, consisting of cash and cash equivalents of $383.3 million, short-term investments of $38.1 million, which is net of $9.7 million posted as collateral, long-term investments of $10.1 million and $113.5 million available under our ABL Facility. As of June 30, 2025, no loans were outstanding under the ABL Facility and there were $2.5 million of letters of credit issued and outstanding under the ABL Facility.
We may, at any time and from time to time, seek to retire or purchase Notes in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, if any, and other factors.
We are responsible for medical and disability benefits for black lung disease under the Federal Coal Mine Health and Safety Act of 1969, as amended. Beginning on April 1, 2016 through May 31, 2018, we were insured under a guaranteed cost insurance policy, through a third-party insurance carrier, for black lung claims raised by any employee subsequent to the acquisition of certain assets of Walter Energy. From June 1, 2018 through May 31, 2020 and June 1, 2020 to May 31, 2024, we had a deductible policy under which we were responsible for the first $0.5 million and $1.0 million, respectively, for each black lung claim from any of our employees. Beginning on June 1, 2024, we have a deductible policy where we are responsible for the first $2.0 million for each black lung related claim from any of our employees.
In addition, in connection with the acquisition of certain assets of Walter Energy, we assumed all black lung liabilities of Walter Energy and its U.S. subsidiaries incurred prior to March 31, 2016, for which we are self-insured. We have posted $18.6 million in surety bonds and $9.7 million of collateral recognized as short-term investments in addition to maintaining a black lung trust of $1.1 million that was acquired from Walter Energy. We received a letter from the U.S. Department of Labor ("DOL") on February 21, 2020 under its new process for self-insurance renewals that would require us to increase the amount of collateral posted to $39.8 million, but we appealed such increase. We received another letter from the DOL on December 8, 2021 requesting additional information to support our appeal of the collateral requested by the DOL. On February 9, 2022, the DOL held a conference call with representatives from the Company related to our appeal. On July 12, 2022, we received a decision on our appeal from the DOL lowering the amount of collateral required to be posted from $39.8 million to $28 million. We appealed this decision. In addition, on January 19, 2023, the DOL proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers, which was then subsequently revised as part of the final rules published on December 12, 2024, which became effective on January 13, 2025. The final rules require, among other requirements, self-insured operators to apply for self-insurance authorization and all self-insured operators to post security of at least 100 percent of their projected black lung liabilities. On February 20, 2025, we received another letter from the DOL notifying us that we did not need to provide any of the information requested under the published final rule and the DOL will provide us with additional guidance in the future after consultation with the new DOL leadership.
In the ordinary course of our business, we are required to provide surety bonds and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds or other acceptable security to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. As of June 30, 2025, we had outstanding surety bonds and letters of credit with parties for post-mining reclamation at all of our mining operations totaling $47.0 million, $18.6 million as collateral for self-insured black lung related claims and $12.6 million for miscellaneous purposes.
We believe that our future cash flows from operations, together with cash on our balance sheet and proceeds from the borrowings under our ABL Facility, will provide adequate resources to fund our debt service payments and planned operating and capital expenditure needs, including the development of Blue Creek, for at least the next twelve months and beyond. However, we will continue to assess our liquidity needs in light of the current weakness in steelmaking coal prices and the uncertain economic impacts of new and existing tariffs on our business.
The Company's principal contractual commitments include repayments of long-term debt and related interest, potential minimum throughput payments associated with our rail and port providers, asset retirement obligation payments, black lung obligation payments, payments on various coal and land leases, payments under financing lease obligations and payments associated with our natural gas swap contracts. Currently, there are no known trends or expected changes anticipated in future periods that would not be indicative of past results for our contractual commitments.
27
Refer to the respective notes to our audited financial statements for the year ended December 31, 2024 included in our 2024 Annual Report for further information about our credit facilities and long-term debt (Note 13), commitments and contingencies (Note 15), asset retirement obligations (Note 8), black lung obligations (Note 10), lease payment obligations (Note 14), stock repurchase programs (Note 16) and derivative instruments (Note 17).
If our cash flows from operations are less than we require, we may need to incur additional debt or issue additional equity. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be affected by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, (iii) the current state of the global economy and (iv) restrictions in our ABL Facility, the indenture governing the Notes (the "Indenture"), and any other existing or future debt agreements. There can be no assurance that we will have or continue to have access to the capital markets on terms acceptable to us or at all.
Statements of Cash Flows
Cash balances were $383.3 million and $491.5 million at June 30, 2025 and December 31, 2024, respectively.
The following table sets forth, a summary of the net cash provided by (used in) operating, investing and financing activities for the period (in thousands):
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 48,463 | $ | 251,033 | |||||||
| Net cash used in investing activities | (172,097) | (223,309) | |||||||||
| Net cash provided by (used in) financing activities | 15,490 | (56,898) | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (108,144) | $ | (29,174) | |||||||
Operating Activities
Net cash flows from operating activities consist of net (loss) income adjusted for noncash items, such as depreciation and depletion of property, plant and equipment and mineral interests, deferred income tax (benefit) expense, stock-based compensation expense, amortization of debt issuance costs and debt discount, accretion of asset retirement obligations, mark-to-market adjustments on gas hedges and changes in net working capital. The timing between the conversion of our billed and unbilled receivables into cash from our customers, production and sale of coal inventory and disbursements to our vendors is the primary driver of changes in our working capital.
Net cash provided by operating activities was $48.5 million for the six months ended June 30, 2025, and was primarily attributed to a net loss of $2.6 million adjusted for depreciation and depletion expense of $88.5 million, stock based compensation expense of $10.1 million, deferred income tax benefit of $3.3 million, accretion of asset retirement obligations of $2.7 million, amortization of debt issuance costs and debt discount of $0.8 million, mark-to-market loss on gas hedges of $0.4 million and an increase in our net working capital of $45.3 million. The increase in our net working capital was primarily driven by increases in accounts receivable due to higher sales volumes and the timing of sales, increased inventory, lower accrued expenses and higher accounts payable due to timing of payments.
Net cash provided by operating activities was $251.0 million for the six months ended June 30, 2024, and was primarily attributed to net income of $207.7 million adjusted for depreciation and depletion expense of $78.2 million, stock based compensation expense of $14.2 million, deferred income tax expense of $6.8 million, accretion of asset retirement obligations of $2.6 million, amortization of debt issuance costs and debt discount of $0.8 million, and an increase in our net working capital of $57.1 million. The increase in our working capital was primarily driven by an increase in accounts receivable due to higher sales volumes and the timing of sales, partially offset by increased accounts payable due to timing of payments.
28
Investing Activities
Net cash used in investing activities was $172.1 million and $223.3 million for the six months ended June 30, 2025 and 2024, respectively, primarily due to purchases of property, plant and equipment and mine development offset partially by proceeds from the sale of investments of $1.5 million. Capital expenditures for the development of Blue Creek were $107.0 million and $152.6 million for the six months ended June 30, 2025 and 2024, respectively.
Financing Activities
Net cash provided in financing activities was $15.5 million for the six months ended June 30, 2025, primarily due to the receipt of proceeds on equipment financing of $48.8 million offset partially by principal repayments of finance lease obligations of $14.5 million, payments for taxes related to net share settlement of equity awards of $9.4 million and payment of regular quarterly dividends of $9.4 million. Net cash used in financing activities was $56.9 million for the six months ended June 30, 2024, primarily due to the payment of regular quarterly and special dividends of $36.2 million, payments for taxes related to net share settlement of equity awards of $11.8 million and principal repayments of finance lease obligations of $8.9 million.
Capital Allocation Policy
On May 17, 2017, the Board adopted the Capital Allocation Policy of paying a quarterly cash dividend of $0.05 per share. In February 2022, we announced that the Board approved an increase in the regular quarterly cash dividend by 20%, from $0.05 per share to $0.06 per share. In February 2023, we announced that the Board approved an increase in the regular quarterly cash dividend by 17%, from $0.06 per share to $0.07 per share. On February 9, 2024, we announced the Board approved an increase in the regular quarterly cash dividend by 14% from $0.07 per share to $0.08 per share and declared a special cash dividend of $0.50 per share. Our strategy continues to be focused on optimizing our capital structure to improve returns to stockholders, through special cash dividends, while allowing flexibility for us to develop our strategic growth project Blue Creek. We intend on returning cash to stockholders in stronger price markets where we are generating significant amounts of cash flow, and less cash to stockholders during weaker markets. We also intend on using stock repurchases when there is no short- or long-term use for additional cash that will deliver meaningful value to stockholders. We have paid a regular quarterly cash dividend every quarter since the Board adopted the Capital Allocation Policy.
The Capital Allocation Policy states the following: In addition to the regular quarterly dividend and to the extent that the Company generates excess cash that is beyond the then current requirements of the business, the Board may consider returning all or a portion of such excess cash to stockholders through a special dividend or implementation of a stock repurchase program. Any future dividends or stock repurchases will be at the discretion of the Board and subject to consideration of a number of factors, including business and market conditions, future financial performance and other strategic investment opportunities. The Company will also seek to optimize its capital structure to improve returns to stockholders while allowing flexibility for the Company to pursue selective strategic growth opportunities that can provide compelling stockholder returns.
During the six months ended June 30, 2025, we have paid $9.4 million of regular quarterly dividends under the Capital Allocation Policy.
Regular Quarterly Dividend
On February 9, 2024, our Board approved an increase in the regular quarterly cash dividend by 14% and declared a regular quarterly cash dividend of $0.08 per share, which was paid February 26, 2024, to stockholders of record as of the close of business on February 20, 2024.
On April 25, 2024, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid on May 13, 2024, to stockholders of record as of the close of business on May 6, 2024
On February 11, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid March 3, 2025, to stockholders of record as of the close of business on February 24, 2025.
On April 23, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid on May 12, 2025, to stockholders of record as of the close of business on May 5, 2025.
On July 29, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which we plan to distribute on August 15, 2025, to stockholders of record as of the close of business on August 8, 2025.
29
Special Dividend
On February 9, 2024, our Board declared a special cash dividend of $0.50 per share, which was paid on March 7, 2024 to stockholders of record as of the close of business on March 1, 2024.
ABL Facility
The ABL Facility will mature on December 6, 2026. As of June 30, 2025, no loans were outstanding under the ABL Facility and there were $2.5 million of letters of credit issued and outstanding under the ABL Facility. At June 30, 2025, we had $113.5 million of availability under the ABL Facility.
Revolving loan (and letter of credit) availability under the ABL Facility is subject to a borrowing base, which at any time is equal to the sum of certain eligible billed and unbilled accounts receivable, certain eligible inventory, certain eligible supplies inventory and qualified cash, in each case, subject to specified advance rates. The borrowing base availability is subject to certain reserves, which may be established by the agent in its reasonable credit discretion. The reserves may include rent reserves, lower of cost or market reserves, port charges reserves and any other reserves that the Agent determines in its reasonable credit judgment to the extent such reserves relate to conditions that could reasonably be expected to have an adverse effect on the value of the collateral included in the borrowing base.
Borrowings under the ABL Facility bear interest at a rate equal to either (i) the Secured Overnight Financing Rate ("SOFR"), plus a credit adjustment spread, ranging currently from approximately 11 bps to 43 bps depending on the interest period selected by us, or (ii) an alternate base rate plus, in each case of the foregoing (i) and (ii), an applicable margin, which is determined based on the average availability of the commitments under the ABL Facility, ranging currently from 150 bps to 200 bps or 50 bps to 100 bps, respectively. In addition to paying interest on the outstanding borrowings under the ABL Facility, we are required to pay a fee in respect of unutilized commitments, which is based on the availability of the commitments under the ABL Facility, ranging from 25 bps to 37.5 bps. We are also required to pay a fee on amounts available to be drawn under outstanding letters of credit under the ABL Facility at a rate not in excess of 200 bps, and certain administrative fees.
The ABL Facility contains customary covenants for asset-based credit agreements of this type, including among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the existence or incurrence of certain indebtedness; (iii) restrictions on the existence or incurrence of certain liens; (iv) restrictions on making certain restricted payments; (v) restrictions on making certain investments; (vi) restrictions on certain mergers, consolidations and asset dispositions; (vii) restrictions on certain transactions with affiliates; and (viii) restrictions on modifications to certain indebtedness. Additionally, the ABL Facility contains a springing fixed charge coverage ratio of not less than 1.00 to 1.00, which ratio is tested if availability under the ABL Facility is less than a certain amount. As of June 30, 2025, we were not subject to this covenant. Subject to customary grace periods and notice requirements, the ABL Facility also contains customary events of default.
We were in compliance with all applicable covenants under the ABL Facility as of June 30, 2025.
Senior Secured Notes
On December 6, 2021, we issued $350.0 million in aggregate principal amount of 7.875% senior secured notes due 2028 (the “Notes”) at an initial price of 99.3% of their face amount. The Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act. We used the net proceeds of the offering of the Notes, together with cash on hand, to fund the redemption of all of our outstanding 8.00% senior secured notes due 2024 (the “Existing Notes”), including payment of the redemption premium in connection with such redemption. Since inception, the Company has paid down principal totaling $193.5 million on the Notes. Interest on the Notes will be payable on June 1 and December 1 of each year, commencing on June 1, 2022. The Notes will mature on December 1, 2028.
Capital Expenditures
Our mining operations require investments to maintain, expand, upgrade or enhance our operations and to comply with environmental regulations. Maintaining and expanding mines and related infrastructure is capital intensive. Specifically, the exploration, permitting and development of met coal reserves, mining costs, the maintenance of machinery and equipment and
30
compliance with applicable laws and regulations require ongoing capital expenditures. The cost of our capital expenditures are also impacted by inflation and tariffs and any prolonged inflation and/or tariffs could result in higher costs and decreased margins and earnings. While a significant amount of the capital expenditures required at our mines has been spent, we must continue to invest capital to maintain our production. In addition, any decisions to increase production at our mines could also affect our capital needs or cause future capital expenditures to be higher than in the past and/or higher than our estimates.
To fund our capital expenditures, we may be required to use cash from our operations, incur debt or sell equity securities. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering and the covenants in our current or future debt agreements, as well as by general economic conditions and uncertainties, that are beyond our control.
Our capital expenditures were $143.5 million and $210.7 million for the six months ended June 30, 2025 and June 30, 2024, respectively. Capital expenditures for these periods are primarily related to investments required to develop Blue Creek as well as expenditures necessary to maintain our property, plant and equipment. Capital expenditures for the development of Blue Creek for the six months ended June 30, 2025 were $107.0 million and $823.6 million has been spent on this project to date. Our deferred mine development costs were $30.1 million and $12.6 million for the six months ended June 30, 2025 and June 30, 2024, respectively, and relate to the development of Blue Creek.
Our capital spending, excluding the impact of tariffs, is expected to range from $315.0 million to $350.0 million for the full year 2025, consisting of sustaining capital expenditures of approximately $90.0 to $100.0 million, including regulatory gas requirements and final 4 North bunker construction, and discretionary capital expenditures of approximately $225.0 to $250.0 million for the development of Blue Creek. Our sustaining capital expenditures include expenditures related to longwall operations, continuous miners, new ventilation, and bleeder shafts. We evaluate our spending on an ongoing basis in connection with our mining plans and the prices of steelmaking coal taking into consideration the funding available to maintain our operations at optimal production levels.
Critical Accounting Policies
The financial statements are prepared in conformity with U.S. GAAP, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the period presented. Management evaluates these estimates and assumptions on an ongoing basis, using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from management’s estimates.
Our most critical accounting estimates are those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are based upon management’s historical experience and on various other assumptions that we believe are reasonable under the circumstances. Changes in estimates used in these and other items could have a material impact on our financial statements.
As of June 30, 2025, there have been no material changes to our critical accounting estimates as described in the "Critical Accounting Policies" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Annual Report.
Off-Balance Sheet Arrangements
In the ordinary course of our business, we are required to provide surety bonds and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds or other acceptable security to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. As of June 30, 2025, we had outstanding surety bonds and letters of credit with parties for post-mining reclamation at all of our U.S. mining operations totaling $47.0 million, for collateral for self-insured black lung related claims totaling $18.6 million and for miscellaneous purposes totaling $12.6 million.
31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are exposed to commodity price risk on sales of steelmaking coal. We typically sell most of our steelmaking coal under fixed supply contracts primarily with indexed pricing terms and volume terms of up to one to three years. Sales commitments in the steelmaking coal market are typically not long-term in nature, and we are, therefore, subject to fluctuations in market pricing.
We occasionally enter into natural gas swap contracts to hedge the exposure to variability in expected future cash flows associated with the fluctuations in the price of natural gas related to our forecasted sales. Our natural gas swap contracts economically hedge certain risk but are not designated as hedges for financial reporting purposes. All changes in the fair value of these derivative instruments are recorded as other revenues in the Condensed Statements of Operations. Historically, all of our derivative instruments were entered into for hedging purposes rather than speculative trading. As of June 30, 2025, the Company had 2,750,000 metric million British thermal unit gas swap contracts outstanding.
We have exposure to price risk for supplies that are used directly or indirectly in the normal course of production, such as diesel fuel, steel, explosives and other items. We manage our risk for these items through strategic sourcing contracts in normal quantities with our suppliers. We historically have not entered into any derivative commodity instruments to manage the exposure to changing price risk for supplies.
Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk consist principally of trade receivables. We provide our products to customers based on an evaluation of the financial condition of our customers. In some instances, we require letters of credit, cash collateral or prepayments from our customers on or before shipment to mitigate the risk of loss. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor the exposure to credit losses and maintain allowances for anticipated losses. As of June 30, 2025 and December 31, 2024, the estimated allowance for credit losses was immaterial and did not have a material impact on the Company's financial statements.
Interest Rate Risk
We are exposed to market risk from changes in interest rates. Our Notes have a fixed rate of interest of 7.875% per annum and are payable semi-annually in arrears on June 1 and December 1 of each year.
Our ABL Facility bears an interest rate equal to SOFR, plus a credit adjustment spread, ranging currently from 11 bps to 43 bps, or an alternate base rate plus an applicable margin, which is determined based on the average availability of the commitments under the ABL Facility, ranging currently from 150 bps to 200 bps or 50 bps to 100 bps, respectively. Any debt that we incur under the ABL Facility will expose us to interest rate risk. If interest rates increase significantly in the future, our exposure to interest rate risk will increase. As of June 30, 2025, assuming we had $113.5 million outstanding under our ABL Facility, a 100-basis point increase or decrease in interest rates would increase or decrease our annual interest expense under the ABL Facility by approximately $1.1 million.
Impact of Inflation
We have exposure to inflation for supplies that are used directly or indirectly in the normal course of production, such as belt structure, roof bolts, cable, magnetite, rock dust and other supplies, plus labor and parts on repair and rebuild equipment. These inflationary pressures have contributed to rising costs for us and may continue to do so in the future. We are applying a number of different strategies to mitigate the impact of inflation on our operations, including placing purchase orders earlier, utilizing short-term contracts and leveraging our supplier relationships.
Tariff Risks
We are exposed to the impact of tariffs. New and existing tariffs as well as other trade measures that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries could result in reduced economic activity, increased costs in operating our business, reduced demand and/or changes in purchasing behavior for steelmaking coal, disruptions in our supply chain, material changes in the pricing of steelmaking coal, limits on trade with the United States or other potentially adverse economic outcomes. It is too early to quantify the impact of the tariffs on the
32
Company's financial statements. We continue to analyze the impact of tariffs on our business and actions we can take to minimize their impact.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of June 30, 2025. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 8 of the “Notes to Condensed Financial Statements” in this Form 10-Q for a description of current legal proceedings, which is incorporated by reference in this Part II, Item 1.
We and our subsidiaries are parties to a number of other lawsuits arising in the ordinary course of our business. We record costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations cannot be predicted with certainty as any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such litigation will not have a material adverse effect on our financial statements.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in “Risk Factors” in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report. Our business, financial condition, operating results and cash flows can be impacted by a number of factors, any one of which could cause actual results to vary materially from recent results or from anticipated future results. In addition to the other information set forth in this Form 10-Q, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report, which could materially affect our business, financial condition or future results. However, the risks described in our 2024 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also become material and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth share repurchases of our common stock made during the three months ended June 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under The Plans or Programs(1) | ||||||||||
| April 1, 2025 - April 30, 2025 | ||||||||||||||
New Stock Repurchase Program(1) | — | $ | — | — | $ | 59,000,000 | ||||||||
Employee Transactions(2) | — | $ | — | — | ||||||||||
| May 1, 2025 - May 31, 2025 | ||||||||||||||
New Stock Repurchase Program(1) | — | $ | — | — | ||||||||||
Employee Transactions(2) | — | $ | — | — | ||||||||||
| June 1, 2025 - June 30, 2025 | ||||||||||||||
New Stock Repurchase Program(1) | — | $ | — | — | ||||||||||
Employee Transactions(2) | — | $ | — | — | ||||||||||
| Total | — | — | ||||||||||||
__________
(1)On March 26, 2019, the Board approved the New Stock Repurchase Program that authorizes repurchases of up to an aggregate of $70.0 million of our outstanding common stock. The New Stock Repurchase Program does not require us to repurchase a specific number of shares or have an expiration date.
34
(2)These shares were acquired to satisfy certain employees' tax withholding obligations associated with the lapse of restrictions on certain restricted stock awards granted under the 2016 Equity Incentive Plan and 2017 Equity Incentive Plan. Upon acquisition, these shares were retired.
Item 3. Defaults on Senior Securities.
None.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
Item 5. Other Information.
Rule 10b5-1 Trading Plans
From time to time, members of the Company's Board of Directors and officers of the Company may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's insider trading policy. During the three months ended June 30, 2025, none of the Company’s directors or officers adopted terminated
35
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation LinkBase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition LinkBase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label LinkBase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation LinkBase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
** Furnished herewith.
36
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, thereunto duly authorized.
| WARRIOR MET COAL, INC. | |||||||||||
| Date: August 6, 2025 | By: | /s/ Dale W. Boyles | |||||||||
| Dale W. Boyles | |||||||||||
| Chief Financial Officer (on behalf of the registrant and as Principal Financial and Accounting Officer) | |||||||||||
37