ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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81-0706839
(I.R.S Employer
Identification No.)
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16243 Highway 216
Brookwood, Alabama
(Address of principal executive offices)
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35444
(Zip Code)
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Title of each class
Common Stock, par value $0.01 per share
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Name of each exchange on which registered
New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Glossary of Selected Terms
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Signatures
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Index to Financial Statements
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•
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successful implementation of our business strategies;
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•
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a substantial or extended decline in pricing or demand for met coal;
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•
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global steel demand and the downstream impact on met coal prices;
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•
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inherent difficulties and challenges in the coal mining industry that are beyond our control;
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•
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geologic, equipment, permitting, site access, operational risks and new technologies related to mining;
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•
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impact of weather and natural disasters on demand and production;
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•
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our relationships with, and other conditions affecting, our customers;
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•
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unavailability of, or price increases in, the transportation of our met coal;
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•
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competition and foreign currency fluctuations;
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•
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our ability to comply with covenants in our asset-based revolving credit facility (as amended and restated, the “ABL Facility”) and our indenture governing the Notes (as defined below);
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•
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our substantial indebtedness and debt service requirements;
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•
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significant cost increases and fluctuations, and delay in the delivery of raw materials, mining equipment and purchased components;
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•
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work stoppages, negotiation of labor contracts, employee relations and workforce availability;
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•
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adequate liquidity and the cost, availability and access to capital and financial markets;
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•
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any consequences related to our transfer restrictions under our certificate of incorporation;
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•
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our obligations surrounding reclamation and mine closure;
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•
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inaccuracies in our estimates of our met coal reserves;
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•
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our ability to develop or acquire met coal reserves in an economically feasible manner;
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•
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our expectations regarding our future cash tax rate as well as our ability to effectively utilize our net operating loss carryforwards (“NOLs”);
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•
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challenges to our licenses, permits and other authorizations;
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•
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challenges associated with environmental, health and safety laws and regulations;
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•
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regulatory requirements associated with federal, state and local regulatory agencies, and such agencies’ authority to order temporary or permanent closure of our mines;
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•
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climate change concerns and our operations’ impact on the environment;
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•
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failure to obtain or renew surety bonds on acceptable terms, which could affect our ability to secure reclamation and coal lease obligations;
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•
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costs associated with our pension and benefits, including post-retirement benefits;
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costs associated with our workers’ compensation benefits;
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•
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litigation, including claims not yet asserted;
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•
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our ability to continue paying our quarterly dividend or pay any special dividend;
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•
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the timing and amount of any stock repurchases we make under our Stock Repurchase Program (as defined below) or otherwise; and
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•
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terrorist attacks or security threats, including cybersecurity threats.
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Water Discharge
. The CWA and corresponding state laws affect our operations by imposing restrictions on discharges of wastewater into creeks and streams. These restrictions, more often than not, require us to pre-treat the wastewater prior to discharging it. Permits requiring regular monitoring and compliance with effluent limitations and reporting requirements govern the discharge of pollutants into regulated waters. Our mining operations maintain water discharge permits as required under the National Pollutant Discharge Elimination System program of the CWA. We believe that we have obtained all permits required under the CWA and corresponding state laws and are in substantial compliance with such permits. However, new requirements under the CWA and corresponding state laws may cause us to incur significant additional costs that could adversely affect our operating results. For instance, stringent water quality standards for materials such as selenium have recently been issued. We have begun to incorporate these new requirements into our current permit applications; however, there can be no guarantee that we will be able to meet these or any other new standards with respect to our permit applications.
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Dredge and Fill Permits
. Many mining activities, such as the development of refuse impoundments, fresh water impoundments, refuse fills, and other similar structures, may result in impacts to waters of the United States, including wetlands, streams and, in certain instances, man-made conveyances that have a hydrologic connection to such streams or wetlands. Under the CWA, coal companies are required to obtain a Section 404 permit from the U.S. Army Corps of Engineers (“USACE”) prior to conducting such mining activities. The USACE is authorized to issue general “nationwide” permits for specific categories of activities that are similar in nature and that are determined to have minimal adverse effects on the environment. Permits issued pursuant to Nationwide Permit 21 generally authorize the disposal of dredged and fill material from surface coal mining activities into waters of the United States, subject to certain restrictions. The USACE may also issue individual permits for mining activities that do not qualify for Nationwide Permit 21.
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the domestic and foreign supply and demand for met coal;
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the quantity and quality of met coal available from competitors;
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the demand for and price of steel;
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adverse weather, climatic and other natural conditions, including natural disasters;
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domestic and foreign economic conditions, including slowdowns in domestic and foreign economies and financial markets;
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global and regional political events;
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domestic and foreign legislative, regulatory and judicial developments, environmental regulatory changes and changes in energy policy and energy conservation measures that could adversely affect the met coal industry; and
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capacity, reliability, availability and cost of transportation and port facilities, and the proximity of available met coal to such transportation and port facilities.
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variations in geological conditions, such as the thickness of the met coal seam and amount of rock embedded in the met coal deposit and variations in rock and other natural materials overlying the met coal deposit, that could affect the stability of the roof and the side walls of the mine;
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mining, process and equipment or mechanical failures, unexpected maintenance problems and delays in moving longwall equipment;
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adverse weather and natural disasters, such as heavy rains or snow, forest fires, flooding and other natural events, including seismic activities, ground failures, rock bursts or structural cave-ins or slides, affecting our operations or transportation to our customers;
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railroad delays or derailments;
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environmental hazards, such as subsidence and excess water ingress;
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delays and difficulties in acquiring, maintaining or renewing necessary permits or mining rights;
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availability of adequate skilled employees and other labor relations matters;
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security breaches or terroristic acts;
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unexpected mine accidents, including rock-falls and explosions caused by the ignition of met coal dust, natural gas or other explosive sources at our mine sites or fires caused by the spontaneous combustion of met coal or similar mining accidents;
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competition and/or conflicts with other natural resource extraction activities and production within our operating areas, such as natural gas extraction or oil and gas development; and
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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an inability to retain or hire experienced crews and other personnel and other labor relations matters;
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a lack of customer demand for our mined met coal;
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an inability to secure necessary equipment, raw materials or engineering in a timely manner to successfully execute our expansion plans;
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unanticipated delays that could limit or defer the production or expansion of our mining activities and jeopardize our long term relationships with our existing customers and adversely affect our ability to obtain new customers for our mined met coal; and
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a lack of available cash or access to sufficient debt or equity financing for investment in our expansion.
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geological and mining conditions, including faults in the met coal seam;
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historical production from the area compared with production from other producing areas;
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the percentage of met coal ultimately recoverable;
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the assumed effects of regulations and taxes and other payments to governmental agencies;
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our ability to obtain, maintain and renew all required permits;
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future improvements in mining technology;
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assumptions concerning the timing of the development of the reserves; and
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assumptions concerning equipment and operational productivity, future met coal prices, operating costs, including those for critical supplies such as fuel, tires and explosives, capital expenditures and development and reclamation costs.
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difficulties in the integration of the assets and operations of the acquired businesses;
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inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them and new geographic areas;
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the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk; and
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the diversion of management’s attention from other operations.
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longer sales-cycles and time to collection;
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tariffs and international trade barriers and export license requirements, including any that might result from the current global trade uncertainties;
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fewer or less certain legal protections for contract rights;
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different and changing legal and regulatory requirements;
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potential liability under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or comparable foreign regulations;
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government currency controls;
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fluctuations in foreign currency exchange and interest rates; and
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political and economic instability, changes, hostilities and other disruptions, as well as unexpected changes in diplomatic and trade relationships.
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permitting and licensing requirements;
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employee health and safety, including occupational and mine health and safety;
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workers’ compensation;
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black lung disease;
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reclamation and restoration of property; and
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environmental laws and regulations, including those related to greenhouse gases and climate change, air quality, water quality, stream and surface water quality and protection, management of materials generated by mining operations, the storage, treatment and disposal of wastes, protection of plant and wildlife such as endangered species, protection of wetlands and remediation of contaminated soil and groundwater.
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restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies or exploiting business opportunities;
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cause us to make non-strategic divestitures;
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require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes, including the payment of quarterly dividends or any special dividends, as well as engaging in any stock repurchases;
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limit our flexibility in planning for, or reacting to, changes in our operations or business;
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limit our ability to raise additional capital for working capital, capital expenditures, operations, debt service requirements, strategic initiatives or other purposes;
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limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets;
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prevent us from raising the funds necessary to repurchase all of the Notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute a default under the indenture governing the Notes;
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the Notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions could result in an event of default under the indenture governing the Notes and the agreements governing other indebtedness;
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make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
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make us more vulnerable to downturns in our business or the economy; or
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expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the ABL Facility, are at variable rates of interest and are based upon benchmarks that are subject to potential change or elimination, including as a result of the FCA Announcement (as defined below).
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our future financial and operating performance (including the realization of any cost savings described herein), which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control; and
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our future ability to borrow under the ABL Facility, the availability of which depends on, among other things, our complying with the covenants in the ABL Facility.
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incur additional debt, guarantee indebtedness or issue certain preferred shares;
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pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted payments;
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prepay, redeem or repurchase subordinated debt;
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make loans or certain investments;
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sell certain assets;
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grant or assume liens;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
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enter into certain transactions with our affiliates;
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alter the businesses we conduct;
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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designate our subsidiaries as unrestricted subsidiaries.
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will not be required to lend any additional amounts to us;
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could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit;
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could require us to apply all of our available cash to repay these borrowings; or
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could effectively prevent us from making debt service payments on the Notes (due to a cash sweep feature).
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our quarterly or annual earnings, or those of other companies in our industry;
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actual or anticipated fluctuations in our operating and financial results, including reserve estimates;
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changes in accounting standards, policies, guidance, interpretations or principles;
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the public reaction to our press releases, our other public announcements and our filings with the SEC;
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announcements by us or our competitors of significant acquisitions, dispositions or innovations;
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changes in financial estimates and recommendations by securities analysts following our stock, or the failure of securities analysts to cover our common stock;
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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the operating and stock price performance of other comparable companies;
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declaration of bankruptcy by any of our customers or competitors;
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general economic conditions and overall market fluctuations, including changes in the price of met coal, steel or other commodities;
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additions or departures of key management personnel;
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actions by our stockholders;
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the trading volume of our common stock;
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sales of our common stock by us or Apollo Global Management LLC or its affiliates ("Apollo") or the perception that such sales may occur; and
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changes in business, legal or regulatory conditions, or other developments affecting participants in, and publicity regarding, the met coal mining business, the domestic steel industry or any of our significant customers.
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prepare and distribute periodic reports and other stockholder communications in compliance with our obligations under the federal securities laws and NYSE rules;
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create or expand the roles and duties of our board of directors and committees of the board;
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institute compliance and internal audit functions that are more comprehensive;
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evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
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enhance our investor relations function;
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establish or amend internal policies, including those relating to disclosure controls and procedures as well as insider trading; and
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involve and retain outside legal counsel and accountants in connection with the activities listed above.
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our board of directors’ ability to issue, from time to time, one or more series of preferred stock and, with respect to each such series, to fix the terms thereof by resolution;
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provisions relating to the appointment of directors upon an increase in the number of directors or vacancy on our board of directors;
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provisions requiring stockholders to hold at least a majority of our outstanding common stock in the aggregate to request special meetings;
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provisions that restrict transfers of our stock (including any other instruments treated as stock for purposes of Section 382) that could limit our ability to utilize NOLs;
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provisions that provide that the doctrine of “corporate opportunity” will not apply with respect to the Company, to any of our stockholders or directors, other than any stockholder or director that is an employee, consultant or officer of ours; and
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provisions that set forth advance notice procedures for stockholders’ nominations of directors and proposals for consideration at meetings of stockholders.
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any derivative action or proceeding brought on our behalf;
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any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
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any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws; or
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any other action asserting a claim against us that is governed by the internal affairs doctrine.
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permits us to enter into contracts and transactions in which one or more of our officers or directors may be a party to or may be financially or otherwise interested in so long as such contract or transaction is approved by our board of directors in accordance with the DGCL;
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permits any of our stockholders or non-employee directors and their affiliates to engage in a corporate opportunity in the same or similar business activities or lines of business in which we engage or propose to engage, compete with us and to make investments in any kind of property in which we may make investments and will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary or other duties to us regarding the opportunity, (ii) acted in bad faith or in a manner inconsistent with our best interests or (iii) be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that they have engaged in such activities; and
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provides that if any of our stockholders, non-employee directors or their affiliates acquire knowledge of a potential business opportunity, transaction or other matter (other than one expressly offered to any non-employee director in writing solely in his or her capacity as our director ), such stockholder, non-employee director or affiliate will have no duty to communicate or offer that opportunity to us, and will be permitted to pursue or acquire such opportunity or offer that opportunity to another person and will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary or other duties to us regarding the opportunity, (ii) acted in bad faith or in a manner inconsistent with our best interests or (iii) be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that they have pursued or acquired such opportunity or offered the opportunity to another person.
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Land Acreage
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Building Square Footage
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Business Unit/Location
(State/County/Town)
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Principal Operations
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Leased
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Owned
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Leased
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Owned
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Warrior Met Coal Mining, LLC
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Alabama/Tuscaloosa/Brookwood
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Administrative headquarters & mine support facilities
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-
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-
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-
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676,631
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Alabama/Jefferson & Tuscaloosa/Adger & Brookwood
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Coal mines, mine support facilities, land holdings & barge loadout
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20,898
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46,982
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-
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-
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Alabama/Mobile/Mobile
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Administrative headquarters, mine support facilities & real estate
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-
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-
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1,471
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-
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Warrior Met Coal BCE, LLC
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Alabama/Tuscaloosa/Whitson
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Coal mines & land holdings
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26,194
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1,930
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-
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2,360
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Warrior Met Coal Gas, LLC
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Alabama/Tuscaloosa/Tuscaloosa
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Administrative headquarters & mine support facilities
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10
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28
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-
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15,425
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Alabama/Tuscaloosa & Fayette /Various
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Natural gas fields-developed
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88,951
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-
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-
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-
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Warrior Met Coal Land, LLC
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Alabama/Various/Various
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Real estate
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-
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21,068
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400
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12,430
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Alabama/Various/Various
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Real estate-mineral interest only
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-
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170,061
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-
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-
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Warrior Met Coal TRI, LLC
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Alabama/Tuscaloosa/
Brookwood
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Real estate
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-
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188
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-
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3,460
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Warrior Met Coal LA, LLC
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Louisiana/Terrebonne/Houma
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Real estate
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-
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1,304
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-
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-
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Warrior Met Coal WV, LLC
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West Virginia/Various/Various
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Real estate
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-
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2,510
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-
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-
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West Virginia/Various/Various
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Real estate-mineral interest only
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-
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3,740
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-
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-
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•
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“Proven (Measured) Reserves.” Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
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“Probable (Indicated) Reserves.” Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
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Recoverable Reserves
(2)
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Reserve Control
(5)
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Location/Mine
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Type
(7)
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Status of
Operation
(6)
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Coal Bed
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Assigned/
Unassigned
(4)
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Reserves
(2)
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Proven
(3)
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Probable
(3)
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Owned
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Leased
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Alabama:
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Warrior Met Coal Mining, LLC
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|||||
No. 4
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U
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Production
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Blue Creek/Mary Lee
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Assigned
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43,191
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43,176
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15
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—
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43,191
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No. 7
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U
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Production
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Blue Creek/Mary Lee
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Assigned
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65,084
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|
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46,257
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18,827
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426
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64,658
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Warrior Met Coal BCE, LLC
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|
|
|
|
|||||
Blue Creek Energy Mine
|
|
U
|
|
Exploration
|
|
Mary Lee
|
|
Unassigned
|
|
103,042
|
|
|
64,309
|
|
|
38,733
|
|
|
2,624
|
|
|
100,418
|
|
Warrior Met Coal TRI, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carter/Swann’s Crossing
(8)
|
|
S
|
|
Idled
|
|
Brookwood
|
|
Assigned
|
|
2,803
|
|
|
2,803
|
|
|
—
|
|
|
2,803
|
|
|
—
|
|
Warrior Met Coal Land, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beltona East
|
|
S
|
|
Development
|
|
Black Creek
|
|
Unassigned
|
|
1,013
|
|
|
1,013
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
Bull Gap Mine
|
|
S
|
|
Development
|
|
|
|
Unassigned
|
|
624
|
|
|
624
|
|
|
—
|
|
|
624
|
|
|
—
|
|
Carter West
|
|
S
|
|
Development
|
|
|
|
Unassigned
|
|
8
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
Howton
|
|
S
|
|
Idled
|
|
Brookwood
|
|
Unassigned
|
|
271
|
|
|
271
|
|
|
—
|
|
|
271
|
|
|
—
|
|
Kimberly
|
|
S
|
|
Development
|
|
Black Creek
|
|
Assigned
|
|
128
|
|
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
Morris
(8)
|
|
S
|
|
Production
|
|
Mary Lee
|
|
Assigned
|
|
3,796
|
|
|
3,796
|
|
|
—
|
|
|
3,796
|
|
|
—
|
|
Searles 8 & 10
(8)
|
|
S
|
|
Production
|
|
Brookwood
|
|
Assigned
|
|
259
|
|
|
259
|
|
|
—
|
|
|
259
|
|
|
—
|
|
Searles BW-UG
|
|
U
|
|
Exploration
|
|
|
|
Unassigned
|
|
1,856
|
|
|
1,856
|
|
|
—
|
|
|
1,856
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Alabama
|
|
|
|
|
|
|
|
|
|
222,075
|
|
|
164,500
|
|
|
57,575
|
|
|
13,808
|
|
|
208,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Warrior Met Coal
|
|
|
|
|
|
|
|
|
|
222,075
|
|
|
164,500
|
|
|
57,575
|
|
|
13,808
|
|
|
208,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
1 metric ton is equivalent to 1.102311 short tons.
|
(2)
|
Reserves are that part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination. Recoverable reserves represent the amount of proven and probable reserves that can actually be recovered taking into account all mining and preparation losses involved in producing a saleable product using existing methods under current law. Recoverable reserve estimates incorporate losses for dilution and mining recovery based upon a 95% longwall recovery, 35% to 40% continuous miner recovery and a 95% preparation plant efficiency. The ranges of met coal sales prices used to assess our reserves were $103 and $93 per metric ton (which represents a 3-year average between 2014 and 2016) at Mine No. 4 and Mine No. 7, respectively, and $117 per metric ton at Blue Creek Energy Mine. We believe that the ranges of met coal sales prices used to assess our reserves exclude favorable changes in met coal prices since such time. For example, our average net selling price per metric ton realized for Mine No. 4 and Mine No. 7 for the year ended December 31, 2018 was
$193.72
per metric ton and at the time of the Blue Creek Energy Mine reserve study was $195 per metric ton. Our mineral reserves were also assessed using a historical three year average met coal sales price to determine the reserves were economical. Mine No. 4 and Mine No. 7 proven reserves were estimated within a 3/4 mile radius from point of measurement with thickness and representative coal quality and probable reserves were estimated within a 3/4 mile radius from a point of measurement with thickness but no representative coal quality. Mine No. 4 and Mine No. 7 mineral reserves were estimated within an accuracy threshold of plus or minus 15 percent which represents the margin of error of a standard final feasibility study. The Blue Creek Energy Mine and our surface mines proven reserves were estimated within a 3/4 mile radius from point of measurement. The Blue Creek Energy Mine mineral reserves were estimated within an accuracy threshold of plus or minus 25 percent which represents the margin of error of a standard pre-feasibility study. The Blue Creek Energy Mine is an adjacent property to our existing operating Mines No. 7 and No. 4 and could allow for either a continuation of current production levels or allow for additional tons to be brought to market. This property has similar mining conditions, measured geology and the ability to utilize equipment and infrastructure from our current operations.
|
(3)
|
Reserves are further categorized as Proven (Measured) and Probable (Indicated) as defined by SEC Industry Guide 7 as follows: Proven (Measured) Reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites of inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable (Indicated) Reserves are reserves for which quantity and grade and/or quality are computed from information
|
(4)
|
“Assigned” reserves represent recoverable reserves that are either currently being mined, reserves that are controlled and accessible from a currently active mine or reserves at idled facilities where limited capital expenditures would be required to initiate operations. “Unassigned” reserves represent coal at currently non-producing locations that would require significant additional capital spending before operations begin.
|
(5)
|
“Reserve Control” of recoverable reserves is either through direct ownership of the property or through third-party leases. Third-party leases have initial terms extending up to 30 years and generally provide for terms or renewals through the anticipated life of the associated mine. These renewals are conditioned upon the payment of minimum royalties. Under current mining plans, assigned reserves reported will be mined out within the period of existing leases or within the time period of probable lease renewal periods. All recoverable reserves reported are either 100% owned or controlled through lease agreements.
|
(6)
|
The “Status of Operation” for each mine is classified as follows: Exploration-mines where exploration has been conducted sufficient to define recoverable reserves, but the mine is not yet in development or production stage; Development-an established commercially minable deposit (reserves) is being prepared for extraction but that is not yet in production; Production-the mine is actively operating; Idled -previously active mines that have been idled until such time as reinitiating operations are considered feasible. If conditions warrant, the mines could be re-opened with less capital investment than would be required to develop a new mine.
|
(7)
|
Type of Mine: U = Underground; S = Surface
|
(8)
|
Reserve is leased to a third party, royalty is collected by us from the third party and we have first right of refusal to purchase mined product if we elect to exercise the right.
|
|
|
|
|
|
|
Quality
|
|
Average
Coal
Seam Thickness
|
|
Date Mine:
|
||||||||||||
Location/Mine
|
|
Reserves
|
|
Type
(2)
|
|
% Ash
|
|
% Sulfur
|
|
BTU/lb.
|
|
(in Feet)
|
|
Acquired/
Opened
|
|
Ceased/
Idled
|
||||||
Alabama:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Warrior Met Coal Mining, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
No. 4
(3)
|
|
43,191
|
|
|
LVM/MVM
|
|
9.99
|
|
|
0.76
|
|
|
N/A
|
|
|
6.50
|
|
|
1976
|
|
|
N/A
|
No. 7
|
|
65,084
|
|
|
LVM
|
|
8.79
|
|
|
0.62
|
|
|
N/A
|
|
|
5.40
|
|
|
1978
|
|
|
N/A
|
Warrior Met Coal BCE, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blue Creek Energy Mine
|
|
103,042
|
|
|
HVM
|
|
9.10
|
|
|
0.70
|
|
|
N/A
|
|
|
5.20
|
|
|
N/A
|
|
|
N/A
|
Warrior Met Coal TRI, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Carter/Swann’s Crossing
|
|
2,803
|
|
|
M/T
|
|
11.04
|
|
|
1.21
|
|
|
12,609
|
|
|
9.93
|
|
|
2011
|
|
|
2013
|
Warrior Met Coal Land, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beltona East
|
|
1,013
|
|
|
M/T
|
|
7.79
|
|
|
2.58
|
|
|
14,162
|
|
|
4.88
|
|
|
N/A
|
|
|
N/A
|
Bull Gap Mine
|
|
624
|
|
|
M/T
|
|
3.46
|
|
|
1.35
|
|
|
13,278
|
|
|
4.98
|
|
|
N/A
|
|
|
N/A
|
Carter West
|
|
8
|
|
|
M/T
|
|
6.57
|
|
|
1.58
|
|
|
13,937
|
|
|
1.10
|
|
|
N/A
|
|
|
N/A
|
Howton
|
|
271
|
|
|
M/T
|
|
12.80
|
|
|
1.27
|
|
|
12,619
|
|
|
7.52
|
|
|
2006
|
|
|
2009
|
Kimberly
|
|
128
|
|
|
M/T
|
|
6.47
|
|
|
2.32
|
|
|
13,748
|
|
|
5.58
|
|
|
N/A
|
|
|
N/A
|
Morris
|
|
3,796
|
|
|
T
|
|
20.43
|
|
|
1.19
|
|
|
11,264
|
|
|
5.23
|
|
|
2014
|
|
|
N/A
|
Searles 8
|
|
259
|
|
|
M/T
|
|
12.13
|
|
|
1.30
|
|
|
12,523
|
|
|
7.86
|
|
|
2013
|
|
|
N/A
|
Searles BW-UG
|
|
1,856
|
|
|
T
|
|
15.89
|
|
|
0.95
|
|
|
11,857
|
|
|
3.46
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Alabama
|
|
222,075
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Warrior Met Coal
|
|
222,075
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
1 metric ton is equivalent to 1.102311 short tons.
|
(2)
|
Coal Type: M=Metallurgical Coal; T=Thermal; LVM = LV Metallurgical Coal; MVM = MV Metallurgical Coal; HVM = High Volatility Metallurgical Coal
|
(3)
|
Current pricing for Mine No. 4 reflects a combination of both LV and MV markets. It is anticipated that the pricing of coal produced at Mine No. 4 for at least the next six years will be priced relative to the LV and MV markets. Beyond this period, the volatile contents in the area are anticipated to increase and the coal may be priced relative to the MV and HV markets.
|
|
|
|
|
|
|
|
|
Transportation
|
|
Preparation Plant
|
|
|
|||||
Location/Mine
|
|
Reserves
(thousands of
metric tons)
(1)
|
|
Type
(2)
|
|
Mining
Equipment
(3)
|
|
Rail
|
|
Other
(4)
|
|
Capacity
(metric tons
per hr)
|
|
Utilization
%
|
|
Source of
Power
(5)
|
|
Alabama:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrior Met Coal Mining, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. 4
|
|
43,191
|
|
|
U
|
|
LW,CM
|
|
CSX
|
|
T,B
|
|
1,180
|
|
80%
|
|
ALPCO
|
No. 5*
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
907
|
|
89%
|
|
ALPCO
|
No. 7
|
|
65,084
|
|
|
U
|
|
LW,CM
|
|
CSX
|
|
T,B
|
|
1,270
|
|
87%
|
|
ALPCO
|
Warrior Met Coal BCE, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Creek Energy Mine
|
|
103,042
|
|
|
U
|
|
In exploration or development
|
||||||||||
Warrior Met Coal TRI, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carter/Swann’s Crossing
|
|
2,803
|
|
|
S
|
|
S,T
|
|
N/A
|
|
T,B
|
|
N/A
|
|
N/A
|
|
ALPCO
|
Warrior Met Coal Land, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beltona East
|
|
1,013
|
|
|
S
|
|
In exploration or development
|
||||||||||
Bull Gap Mine
|
|
624
|
|
|
S
|
|
In exploration or development
|
||||||||||
Carter West
|
|
8
|
|
|
S
|
|
In exploration or development
|
||||||||||
Howton
|
|
271
|
|
|
S
|
|
S,T
|
|
N/A
|
|
T
|
|
N/A
|
|
N/A
|
|
ALPCO
|
Kimberly
|
|
128
|
|
|
S
|
|
In exploration or development
|
||||||||||
Morris
|
|
3,796
|
|
|
S
|
|
S,T
|
|
N/A
|
|
T
|
|
N/A
|
|
N/A
|
|
ALPCO
|
Searles 8
|
|
259
|
|
|
S
|
|
S,T
|
|
N/A
|
|
T
|
|
N/A
|
|
N/A
|
|
ALPCO
|
Searles BW-UG
|
|
1,856
|
|
|
U
|
|
In exploration or development
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Alabama
|
|
222,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Warrior Met Coal
|
|
222,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
1 metric ton is equivalent to 1.102311 short tons.
|
(2)
|
Type of Mine: S = Surface; U = Underground
|
(3)
|
Mining Equipment: D = Dragline; S = Shovel/Excavator/Loader; T = Trucks; LW = Longwall; CM = Continuous Miner; H=Highwall Miner
|
(4)
|
Transportation: Other T = Trucks; B = Barge Loadout availability
|
(5)
|
Source of Power: ALPCO = Alabama Power Company
|
*
|
Represents a preparation plant
|
|
|
Production
(1)
/ Average Coal Selling Price Per Metric Ton
|
|||||||||||||||||||
Location/Mine
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Alabama:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Warrior Met Coal Mining, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
No. 4
|
|
1,939
|
|
|
$
|
182.20
|
|
|
1,678
|
|
|
$
|
188.68
|
|
|
312
|
|
|
$
|
138.00
|
|
No. 7
|
|
5,078
|
|
|
$
|
198.06
|
|
|
4,413
|
|
|
$
|
190.40
|
|
|
2,783
|
|
|
$
|
103.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Alabama
|
|
7,017
|
|
|
|
|
6,091
|
|
|
|
|
|
3,095
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
There were no purchases of coal from third parties during the periods presented. All metric tons produced were on leased property.
|
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights
(1)
|
|
Number of Securities Remaining Available for Future Issuance
|
|||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|||
2017 Equity Incentive Plan
|
|
248,947
(2)
|
|
$
|
—
|
|
|
5,657,450
|
|
2016 Equity Incentive Plan
|
|
43,580
(3)
|
|
$
|
—
|
|
|
—
(4)
|
|
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
(2)
|
||||
October 1, 2018 - October 31, 2018
|
|
|
|
|
||||
Share Repurchase Program
|
—
|
|
$
|
—
|
|
—
|
|
$27,900,000
|
Employee Transactions
(1)
|
—
|
|
$
|
—
|
|
—
|
|
|
November 1, 2018 - November 30, 2018
|
|
|
|
|
||||
Share Repurchase Program
|
203,247
|
|
$
|
22.24
|
|
203,247
|
|
$23,379,739
|
Employee Transactions
(1)
|
—
|
|
$
|
—
|
|
—
|
|
|
December 1, 2018 - December 31, 2018
|
|
|
|
|
||||
Share Repurchase Program
|
929,953
|
|
$
|
23.02
|
|
929,953
|
|
$1,969,823
|
Employee Transactions
(1)
|
342
|
|
$
|
23.56
|
|
—
|
|
|
Total
|
1,133,542
|
|
|
1,133,200
|
|
|
(1)
|
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. Upon acquisition, these shares were retired.
|
(2)
|
On May 2, 2018, the Board approved a Stock Repurchase Program that authorizes repurchases of up to an
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Statements of Operations Data :
|
|
(in thousands except per share data)
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
1,342,683
|
|
|
$
|
1,124,645
|
|
|
$
|
276,560
|
|
|
|
$
|
65,154
|
|
Other revenues
|
|
35,324
|
|
|
44,447
|
|
|
21,074
|
|
|
|
6,229
|
|
||||
Total revenues
|
|
1,378,007
|
|
|
1,169,092
|
|
|
297,634
|
|
|
|
71,383
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of items shown separately below)
|
|
716,645
|
|
|
592,530
|
|
|
244,723
|
|
|
|
72,297
|
|
||||
Cost of other revenues (exclusive of items shown separately below)
|
|
10,172
|
|
|
28,422
|
|
|
19,367
|
|
|
|
4,698
|
|
||||
Depreciation and depletion
|
|
97,209
|
|
|
75,413
|
|
|
47,413
|
|
|
|
28,958
|
|
||||
Selling, general and administrative
|
|
36,626
|
|
|
36,453
|
|
|
20,507
|
|
|
|
9,008
|
|
||||
Other postretirement benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,160
|
|
||||
Restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,418
|
|
||||
Transaction and other costs
|
|
9,068
|
|
|
12,873
|
|
|
13,568
|
|
|
|
—
|
|
||||
Total costs and expenses
|
|
869,720
|
|
|
745,691
|
|
|
345,578
|
|
|
|
124,539
|
|
||||
Operating income (loss)
|
|
508,287
|
|
|
423,401
|
|
|
(47,944
|
)
|
|
|
(53,156
|
)
|
||||
Interest expense, net
|
|
(37,314
|
)
|
|
(6,947
|
)
|
|
(1,711
|
)
|
|
|
(16,562
|
)
|
||||
Reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,920
|
|
||||
Income (loss) before income taxes
|
|
470,973
|
|
|
416,454
|
|
|
(49,655
|
)
|
|
|
(61,798
|
)
|
||||
Income tax (benefit) expense
(1)
|
|
(225,814
|
)
|
|
(38,592
|
)
|
|
18
|
|
|
|
18
|
|
||||
Net income (loss)
|
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
|
|
$
|
(61,816
|
)
|
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share—basic
|
|
$
|
13.19
|
|
|
$
|
8.62
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding—basic
|
|
52,812
|
|
|
52,800
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding— diluted
|
|
52,918
|
|
|
53,027
|
|
|
|
|
|
|
||||||
Dividends per share:
|
|
$
|
6.73
|
|
|
$
|
14.92
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Statements of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
559,396
|
|
|
$
|
434,512
|
|
|
$
|
(9,187
|
)
|
|
|
$
|
(40,698
|
)
|
Investing activities
|
|
$
|
(107,629
|
)
|
|
$
|
(92,625
|
)
|
|
$
|
(30,884
|
)
|
|
|
$
|
(5,422
|
)
|
Financing activities
|
|
$
|
(281,626
|
)
|
|
$
|
(458,279
|
)
|
|
$
|
192,727
|
|
|
|
$
|
(6,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
||||||||||
|
|
December 31, 2018
|
|
December 31,
2017 |
|
December 31, 2016
|
||||||
|
|
(in thousands)
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
205,577
|
|
|
$
|
35,470
|
|
|
$
|
150,045
|
|
Working capital
(2)
|
|
$
|
345,497
|
|
|
$
|
163,614
|
|
|
$
|
228,986
|
|
Mineral interests, net
|
|
$
|
120,427
|
|
|
$
|
130,004
|
|
|
$
|
143,231
|
|
Property, plant and equipment, net
|
|
$
|
540,315
|
|
|
$
|
536,745
|
|
|
$
|
496,959
|
|
Total assets
|
|
$
|
1,395,040
|
|
|
$
|
993,315
|
|
|
$
|
947,631
|
|
Long-term debt
|
|
$
|
468,231
|
|
|
$
|
342,948
|
|
|
$
|
3,725
|
|
Total liabilities
|
|
$
|
682,428
|
|
|
$
|
580,292
|
|
|
$
|
194,664
|
|
Total stockholders’ equity
|
|
$
|
712,612
|
|
|
$
|
413,023
|
|
|
$
|
752,967
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA
|
$
|
626,038
|
|
|
$
|
532,115
|
|
|
$
|
31,837
|
|
|
|
$
|
(7,143
|
)
|
Metric tons sold
|
6,931
|
|
|
5,921
|
|
|
2,391
|
|
|
|
777
|
|
||||
Metric tons produced
|
7,017
|
|
|
6,091
|
|
|
2,294
|
|
|
|
801
|
|
||||
Gross price realization
(1)
|
97
|
%
|
|
96
|
%
|
|
92
|
%
|
|
|
104
|
%
|
||||
Average net selling price per metric ton
|
$
|
193.72
|
|
|
$
|
189.94
|
|
|
$
|
115.67
|
|
|
|
$
|
83.85
|
|
Cash cost of sales per metric ton
|
$
|
103.35
|
|
|
$
|
99.86
|
|
|
$
|
82.84
|
|
|
|
$
|
69.74
|
|
Adjusted EBITDA
|
$
|
601,027
|
|
|
$
|
517,702
|
|
|
$
|
50,089
|
|
|
|
$
|
(9,048
|
)
|
•
|
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 distributions;
|
•
|
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.
|
•
|
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.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
(in thousands)
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
$
|
716,645
|
|
|
$
|
592,530
|
|
|
$
|
244,723
|
|
|
|
$
|
72,297
|
|
Asset retirement obligation accretion and valuation adjustment
|
875
|
|
|
(621
|
)
|
|
(998
|
)
|
|
|
(93
|
)
|
||||
Stock compensation expense
|
(1,214
|
)
|
|
(667
|
)
|
|
—
|
|
|
|
—
|
|
||||
Mine No. 4 idle costs
(1)
|
—
|
|
|
—
|
|
|
(8,726
|
)
|
|
|
(10,173
|
)
|
||||
VEBA contribution
(2)
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|
|
—
|
|
||||
Other (operating overhead, etc.)
|
—
|
|
|
—
|
|
|
(11,924
|
)
|
|
|
(7,843
|
)
|
||||
Cash cost of sales
|
$
|
716,306
|
|
|
$
|
591,242
|
|
|
$
|
198,075
|
|
|
|
$
|
54,188
|
|
(1)
|
Represents idle costs incurred, such as electricity, insurance and maintenance labor. This mine was idled in early 2016 and restarted in August 2016.
|
(2)
|
We entered into a new initial CBA with the UMWA pursuant to which we agreed to contribute $25.0 million to a Voluntary Employees' Beneficiary Association (“VEBA”) trust formed and administered by the UMWA.
|
•
|
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.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
(in thousands)
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
|
|
$
|
(61,816
|
)
|
Interest expense, net
|
37,314
|
|
|
6,947
|
|
|
1,711
|
|
|
|
16,562
|
|
||||
Income tax expense (benefit)
|
(225,814
|
)
|
|
(38,592
|
)
|
|
18
|
|
|
|
18
|
|
||||
Depreciation and depletion
|
97,209
|
|
|
75,413
|
|
|
47,413
|
|
|
|
28,958
|
|
||||
Asset retirement obligation accretion and valuation adjustment
(1)
|
(19,942
|
)
|
|
1,834
|
|
|
2,817
|
|
|
|
1,169
|
|
||||
Stock compensation expense
(2)
|
6,405
|
|
|
4,181
|
|
|
509
|
|
|
|
390
|
|
||||
Transaction and other costs
(3)
|
9,068
|
|
|
12,873
|
|
|
13,568
|
|
|
|
—
|
|
||||
Reorganization items, net
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(7,920
|
)
|
||||
Restructuring costs
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,418
|
|
||||
Mine No. 4 idle costs
(6)
|
—
|
|
|
—
|
|
|
8,726
|
|
|
|
10,173
|
|
||||
VEBA contribution
(7)
|
—
|
|
|
—
|
|
|
25,000
|
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
601,027
|
|
|
$
|
517,702
|
|
|
$
|
50,089
|
|
|
|
$
|
(9,048
|
)
|
(1)
|
Represents non-cash accretion expense and valuation adjustment associated with our asset retirement obligations (see Note 9 to our consolidated financial statements).
|
(2)
|
Represents non-cash stock compensation expense associated with equity awards.
|
(3)
|
Represents non-recurring costs incurred by the Company in connection with the offering of the Notes (as defined in Note 16 to our consolidated financial statements), the Secondary Equity Offerings (as defined in Note 19), our IPO (as defined in Note 1) and the Asset Acquisition (as defined in Note 3).
|
(4)
|
Represents expenses and income directly associated with the Predecessor’s Chapter 11 Cases (as defined in Note 1 and Note 11 to our consolidated financial statements).
|
(5)
|
Represents cost and expenses in connection with workforce reductions at Mine No. 4 and Mine No. 7 and corporate headquarters. (see Note 12 to our consolidated financial statements)
|
(6)
|
Represents idle costs incurred, such as electricity, insurance and maintenance labor. This mine was idled in early 2016 and restarted in August 2016.
|
(7)
|
We entered into a new initial CBA with the UMWA pursuant to which we agreed to contribute $25.0 million to a VEBA trust formed and administered by the UMWA.
|
|
Successor
|
|||||||||||
|
For the year ended
December 31, |
|
% of
Total
Revenues
|
|
For the year ended
December 31, |
|
% of
Total Revenues |
|||||
(in thousands)
|
2018
|
|
|
|
2017
|
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|||||
Sales
|
$
|
1,342,683
|
|
|
97.4
|
%
|
|
1,124,645
|
|
|
96.2
|
%
|
Other revenues
|
35,324
|
|
|
2.6
|
%
|
|
44,447
|
|
|
3.8
|
%
|
|
Total revenues
|
1,378,007
|
|
|
100.0
|
%
|
|
1,169,092
|
|
|
100.0
|
%
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|||||
Cost of sales (exclusive of items shown separately below)
|
716,645
|
|
|
52.0
|
%
|
|
592,530
|
|
|
50.7
|
%
|
|
Cost of other revenues (exclusive of items shown separately below)
|
10,172
|
|
|
0.7
|
%
|
|
28,422
|
|
|
2.4
|
%
|
|
Depreciation and depletion
|
97,209
|
|
|
7.1
|
%
|
|
75,413
|
|
|
6.5
|
%
|
|
Selling, general and administrative
|
36,626
|
|
|
2.7
|
%
|
|
36,453
|
|
|
3.1
|
%
|
|
Transaction and other costs
|
9,068
|
|
|
0.7
|
%
|
|
12,873
|
|
|
1.1
|
%
|
|
Total costs and expenses
|
869,720
|
|
|
63.1
|
%
|
|
745,691
|
|
|
63.8
|
%
|
|
Operating income
|
508,287
|
|
|
36.9
|
%
|
|
423,401
|
|
|
36.2
|
%
|
|
Interest expense, net
|
(37,314
|
)
|
|
(2.7
|
)%
|
|
(6,947
|
)
|
|
(0.6
|
)%
|
|
Income before income tax benefit
|
470,973
|
|
|
34.2
|
%
|
|
416,454
|
|
|
35.6
|
%
|
|
Income tax benefit
|
(225,814
|
)
|
|
(16.4
|
)%
|
|
(38,592
|
)
|
|
(3.3
|
)%
|
|
Net income
|
$
|
696,787
|
|
|
50.6
|
%
|
|
455,046
|
|
|
38.9
|
%
|
|
Successor
|
||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
||||
|
2018
|
|
2017
|
||||
Met Coal (metric tons in thousands)
|
|
|
|
||||
Metric tons sold
|
6,931
|
|
|
5,921
|
|
||
Metric tons produced
|
7,017
|
|
|
6,091
|
|
||
Gross price realization
(1)
|
97
|
%
|
|
96
|
%
|
||
Average net selling price per metric ton
|
$
|
193.72
|
|
|
$
|
189.94
|
|
Cash cost of sales per metric ton
|
$
|
103.35
|
|
|
$
|
99.86
|
|
|
Successor
|
|
|
|||
(in thousands)
|
For the nine months ended December 31, 2016
|
|
% of
Total
Revenues
|
|||
Revenues:
|
|
|
|
|||
Sales
|
$
|
276,560
|
|
|
92.9
|
%
|
Other revenues
|
21,074
|
|
|
7.1
|
%
|
|
Total revenues
|
297,634
|
|
|
100.0
|
%
|
|
Costs and expenses:
|
|
|
|
|||
Cost of sales (exclusive of items shown separately below)
|
244,723
|
|
|
82.2
|
%
|
|
Cost of other revenues (exclusive of items shown separately below)
|
19,367
|
|
|
6.5
|
%
|
|
Depreciation and depletion
|
47,413
|
|
|
15.9
|
%
|
|
Selling, general and administrative
|
20,507
|
|
|
6.9
|
%
|
|
Transaction and other costs
|
13,568
|
|
|
4.6
|
%
|
|
Total costs and expenses
|
345,578
|
|
|
116.1
|
%
|
|
Operating loss
|
(47,944
|
)
|
|
(16.1
|
)%
|
|
Interest expense, net
|
(1,711
|
)
|
|
(0.6
|
)%
|
|
Loss before income taxes
|
(49,655
|
)
|
|
(16.7
|
)%
|
|
Income tax expense
|
18
|
|
|
—
|
|
|
Net loss
|
$
|
(49,637
|
)
|
|
(16.7
|
)%
|
|
Successor
|
||
|
For the nine months ended December 31, 2016
|
||
Met Coal (metric tons in thousands)
|
|
||
Metric tons sold
|
2,391
|
|
|
Metric tons produced
|
2,294
|
|
|
Gross price realization
(1)
|
92
|
%
|
|
Average net selling price per metric ton
|
$
|
115.67
|
|
Cash cost of sales per metric ton
|
$
|
82.84
|
|
|
Predecessor
|
|
|
|||
(in thousands)
|
For the three months
ended March 31, 2016 |
|
% of
Total
Revenues
|
|||
Revenues:
|
|
|
|
|||
Sales
|
$
|
65,154
|
|
|
91.3
|
%
|
Other revenues
|
6,229
|
|
|
8.7
|
%
|
|
Total revenues
|
71,383
|
|
|
100.0
|
%
|
|
Costs and expenses:
|
|
|
|
|||
Cost of sales (exclusive of items shown separately below)
|
72,297
|
|
|
101.3
|
%
|
|
Cost of other revenues (exclusive of items shown separately below)
|
4,698
|
|
|
6.6
|
%
|
|
Depreciation and depletion
|
28,958
|
|
|
40.6
|
%
|
|
Selling, general and administrative
|
9,008
|
|
|
12.6
|
%
|
|
Other postretirement benefits
|
6,160
|
|
|
8.6
|
%
|
|
Restructuring cost
|
3,418
|
|
|
4.8
|
%
|
|
Total costs and expenses
|
124,539
|
|
|
174.5
|
%
|
|
Operating loss
|
(53,156
|
)
|
|
(74.5
|
)%
|
|
Interest expense, net
|
(16,562
|
)
|
|
(23.2
|
)%
|
|
Reorganization items, net
|
7,920
|
|
|
11.1
|
%
|
|
Loss before income taxes
|
(61,798
|
)
|
|
(86.6
|
)%
|
|
Income tax expense
|
18
|
|
|
—
|
|
|
Net loss
|
$
|
(61,816
|
)
|
|
(86.6
|
)%
|
|
Predecessor
|
||
|
For the three months
ended March 31, 2016 |
||
Met Coal (metric tons in thousands)
|
|
||
Metric tons sold
|
777
|
|
|
Metric tons produced
|
801
|
|
|
Gross price realization
(1)
|
104
|
%
|
|
Average net selling price per metric ton
|
$
|
83.85
|
|
Cash cost of sales per metric ton
|
$
|
69.74
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
559,396
|
|
|
$
|
434,512
|
|
|
$
|
(9,187
|
)
|
|
|
$
|
(40,698
|
)
|
Net cash used in investing activities
|
(107,629
|
)
|
|
(92,625
|
)
|
|
(30,884
|
)
|
|
|
(5,422
|
)
|
||||
Net cash provided by (used in) financing activities
|
(281,626
|
)
|
|
(458,279
|
)
|
|
192,727
|
|
|
|
(6,240
|
)
|
||||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
$
|
170,141
|
|
|
$
|
(116,392
|
)
|
|
$
|
152,656
|
|
|
|
$
|
(52,360
|
)
|
|
Payments due by Year
|
||||||||||||||
|
Total
|
Less than
1 year
|
1 - 3 years
|
3 - 5 years
|
More than
5 years
|
||||||||||
|
(in thousands)
|
||||||||||||||
Promissory note (principal and interest)
(1)
|
$
|
764
|
|
$
|
764
|
|
|
$
|
—
|
|
$
|
—
|
|
||
Senior Secured Notes (principal and interest)
(2)
|
$
|
699,833
|
|
38,000
|
|
76,000
|
|
76,000
|
|
509,833
|
|
||||
Minimum throughput obligations
(3)
|
$
|
548,335
|
|
72,350
|
|
146,735
|
|
149,517
|
|
179,733
|
|
||||
Royalty obligations
(4)
|
$
|
93,188
|
|
5,872
|
|
11,884
|
|
11,884
|
|
63,548
|
|
||||
Black lung obligations
(5)
|
$
|
88,214
|
|
1,554
|
|
3,908
|
|
3,731
|
|
79,021
|
|
||||
Asset retirement obligations
(5)
|
$
|
88,655
|
|
2,796
|
|
6,658
|
|
4,192
|
|
75,009
|
|
||||
Capital lease obligations
(6)
|
$
|
4,482
|
|
4,310
|
|
172
|
|
—
|
|
—
|
|
||||
|
|
|
|
|
|
||||||||||
Total contractual obligations
|
$
|
1,523,471
|
|
$
|
125,646
|
|
$
|
245,357
|
|
$
|
245,324
|
|
$
|
907,144
|
|
|
|
|
|
|
|
(1)
|
Represents a security agreement and promissory note assumed in the Asset Acquisition. The agreement was entered into for the purchase of underground mining equipment. The promissory note matures on March 31, 2019, has a fixed interest rate of 4.00% per annum and is secured by the underground mining equipment it was used to purchase.
|
(2)
|
Represents principal and interest payments on our Notes. See Note 16 to our consolidated financial statements.
|
(3)
|
Represents minimum throughput obligations with our rail and port providers.
|
(4)
|
We have obligations on various coal and land leases to prepay certain amounts, which are recoupable in future years when mining occurs.
|
(5)
|
Represents estimated costs for black lung and asset retirement obligations, which have been presented on an undiscounted basis.
|
(6)
|
Represents a capital lease obligation for the purchase of underground mining equipment.
|
•
|
geological conditions;
|
•
|
historical production from the area compared with production from other producing areas;
|
•
|
the assumed effects of regulations and taxes by governmental agencies;
|
•
|
previously completed geological and reserve studies;
|
•
|
assumptions governing future prices; and
|
•
|
future operating costs.
|
•
|
mining activities;
|
•
|
new engineering and geological data;
|
•
|
acquisition or divestiture of reserve holdings; and
|
•
|
modification of mining plans or mining methods.
|
Exhibit
Number
|
Description
|
|||
|
|
|||
2.1
#
|
Amended and Restated Asset Purchase Agreement, dated as of March 31, 2016, by and among Warrior Met Coal, LLC and the other purchasers party thereto, as buyers, and Walter Energy, Inc. and certain subsidiaries of Walter Energy, Inc., as sellers (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 7, 2017).
|
|||
|
|
|||
Form of Certificate of Conversion of Warrior Met Coal, LLC (incorporated by reference to Exhibit 2.2 to the Registrant's Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 3, 2017).
|
||||
|
|
|||
Certificate of Incorporation of Warrior Met Coal, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-217389) filed with the Commission on April 19, 2017).
|
||||
|
|
|||
Bylaws of Warrior Met Coal, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-8 (File No. 333-217389) filed with the Commission on April 19, 2017).
|
||||
|
|
|||
Indenture, dated as of November 2, 2017, by and among Warrior Met Coal, Inc., the Subsidiary Guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee and as priority lien collateral trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on November 6, 2017).
|
||||
|
|
|||
First Supplemental Indenture, dated as of March 1, 2018, among Warrior Met Coal, Inc., the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as trustee and as priority lien collateral trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on March 6, 2018).
|
||||
|
|
|||
Second Supplemental Indenture, dated as of March 2, 2018, among Warrior Met Coal, Inc. and Wilmington Trust, National Association, as trustee and as priority lien collateral trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on March 6, 2018).
|
||||
|
|
|||
Specimen Certificate for shares of common stock, par value $0.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to the Registrant's Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 3, 2017).
|
||||
|
|
|||
Amended and Restated Asset-Based Revolving Credit Agreement, dated as of October 15, 2018, among Warrior Met Coal, Inc. and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, each lender and letter of credit issuer party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint lead arrangers and joint book runners (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on October 16, 2018).
|
||||
|
|
Intercreditor Agreement, dated as of November 2, 2017, among Citibank, N.A., initial ABL agent, Wilmington Trust National Association, as trustee and initial term agent, and each additional term debt agent from time to time party thereto (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the Commission on February 14, 2018).
|
||||
|
|
|||
Registration Rights Agreement, dated as of April 19, 2017, among Warrior Met Coal, Inc. and certain of its equity holders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-38061) filed with the Commission on August 3, 2017).
|
||||
|
|
|||
10.4
†
|
Warrior Met Coal, Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on April 19, 2017).
|
|||
|
|
|||
10.5
†
|
Warrior Met Coal, LLC 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant's Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 27, 2017).
|
|||
|
|
|||
10.6
†
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on April 19, 2017.
|
|||
|
|
|||
10.7
†
|
Employment Agreement, dated March 31, 2016 by and between Warrior Met Coal, LLC and Walter J. Scheller, III (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 7, 2017).
|
|||
|
|
|||
10.8
†
|
Employment Agreement, dated March 31, 2016 by and between Warrior Met Coal, LLC and Michael T. Madden (incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 7, 2017).
|
|||
|
|
|||
10.9
†
|
Employment Agreement, dated March 31, 2016 by and between Warrior Met Coal, LLC and Jack K. Richardson (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 7, 2017).
|
|||
|
|
|||
10.10
†
|
Employment Agreement, dated January 1, 2017, by and between Warrior Met Coal, LLC and Dale W. Boyles (incorporated by reference to Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on March 7, 2017).
|
|||
|
|
|||
10.11
†
|
Employment Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Kelli K. Gant (incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the Commission on February 14, 2018).
|
|||
|
|
|||
10.12
†
|
Employment Agreement, dated March 5, 2018, by and between Warrior Met Coal, Inc. and Phillip C. Monroe (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-38061) filed with the Commission on August 1, 2018).
|
|||
|
|
|||
10.13
†
|
Consulting Agreement, dated July 1, 2018, by and between Warrior Met Coal, Inc. and Michael T. Madden (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 10-K (File No. 001-38061) filed with the Commission on July 9, 2018).
|
|||
|
|
|||
10.14
†
|
Separation Agreement, General Release, and Waiver, dated June 30, 2018, by and between Warrior Met Coal, Inc. and Michael T. Madden (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 10-K (File No. 001-38061) filed with the Commission on July 9, 2018).
|
|||
|
|
|||
10.15
†
|
Form of Warrior Met Coal, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on June 5, 2017).
|
|||
|
|
|||
10.16
†
|
Restricted Unit Award Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Walter J. Scheller, III (incorporated by reference to Exhibit 10.13 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission April 10, 2017).
|
|||
|
|
|||
10.17
†
|
Restricted Unit Award Agreement, dated April 20, 2016, by and between Warrior Met Coal, LLC and Michael T. Madden (incorporated by reference to Exhibit 10.14 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
|||
10.18
†
|
Restricted Unit Award Agreement, dated April 20, 2016, by and between Warrior Met Coal, LLC and Jack K. Richardson (incorporated by reference to Exhibit 10.15 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
10.19
†
|
Restricted Unit Award Agreement, dated January 1, 2017, by and between Warrior Met Coal, LLC and Dale W. Boyles (incorporated by reference to Exhibit 10.16 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
|||
10.20
†
|
Restricted Unit Award Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Stephen D. Williams (incorporated by reference to Exhibit 10.17 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
|||
10.21
†
|
Restricted Unit Award Agreement, dated February 24, 2017, by and between Warrior Met Coal, LLC and Stephen D. Williams (incorporated by reference to Exhibit 10.18 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
|||
10.22
†
|
Phantom Unit Award Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Stephen D. Williams (incorporated by reference to Exhibit 10.19 to the Registrant's Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-216499) filed with the Commission on April 10, 2017).
|
|||
|
|
|||
10.23
*†
|
Restricted Unit Award Agreement, dated April 19, 2017, by and between Warrior Met Coal, Inc. and Stephen D. Williams.
|
|||
|
|
|||
10.24
*†
|
Form of Restricted Unit Award Agreement (for non-employee directors), dated April 27, 2017.
|
|||
|
|
|||
10.25
*†
|
Form of Restricted Unit Award Agreement (for non-employee directors).
|
|||
|
|
|||
10.26
†
|
Form of Warrior Met Coal, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement (Time-Based Vesting Award) (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-38061) filed with the Commission on May 2, 2018).
|
|||
|
|
|||
10.27
†
|
Form of Warrior Met Coal, Inc. 2017 Equity Incentive Plan Restricted Stock Unit Award Agreement (Performance-Based Vesting Award) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-38061) filed with the Commission on May 2, 2018).
|
|||
|
|
|||
21.1
*
|
List of Subsidiaries of the Company.
|
|||
|
|
|||
23.1
*
|
Consent of Ernst & Young LLP.
|
|||
|
|
|||
23.2
*
|
Consent of Marshall Miller & Associates, Inc.
|
|||
|
|
|||
23.3
*
|
Consent of Stantec Consulting Services, Inc.
|
|||
|
|
|||
23.4
*
|
Consent of McGehee Engineering Corp.
|
|||
|
|
|||
31.1
*
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|||
|
|
|||
31.2
*
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|||
|
|
|||
32.1
**
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||
|
|
|||
95
*
|
Mine Safety Disclosures Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 299.104)
|
|||
|
|
|||
101*
|
XBRL (Extensible Business Reporting Language) - The following materials from Warrior Met Coal, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Stockholders' Equity, (v) the Statements of Cash Flows, and (vi) Notes to Financial Statements.
|
|||
|
|
|
|
|
**
|
Furnished herewith.
|
†
|
Management contract, compensatory plan or arrangement.
|
|
Warrior Met Coal, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ Dale W. Boyles
|
|
|
|
Dale W. Boyles
|
|
|
|
Chief Financial Officer (on behalf of the registrant)
|
|
|
|
|
|
|
|
Date: February 21, 2019
|
|
|
|
Signature
|
Title
|
Date
|
/s/ Walter J. Scheller, III
|
|
|
Walter J. Scheller, III
|
Chief Executive Officer (Principal Executive Officer) and Director
|
February 21, 2019
|
|
|
|
/s/ Dale W. Boyles
|
|
|
Dale W. Boyles
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 21, 2019
|
|
|
|
/s/ Stephen D. Williams
|
|
|
Stephen D. Williams
|
Director
|
February 21, 2019
|
|
|
|
/s/ Ana B. Amicarella
|
|
|
Ana B. Amicarella
|
Director
|
February 21, 2019
|
|
|
|
/s/ J. Brett Harvey
|
|
|
J. Brett Harvey
|
Director
|
February 21, 2019
|
|
|
|
/s/ Trevor Mills
|
|
|
Trevor Mills
|
Director
|
February 21, 2019
|
|
|
|
/s/ Alan H. Schumacher
|
|
|
Alan H. Schumacher
|
Director
|
February 21, 2019
|
|
|
|
/s/ Gareth Turner
|
|
|
Gareth Turner
|
Director
|
February 21, 2019
|
Report of Independent Registered Public Accounting Firm
|
|
Balance Sheets at December 31, 2018 and December 31, 2017
|
|
Statements of Operations for the year ended December 31, 2018, December 31, 2017, the nine months ended December 31, 2016, and the three months ended March 31, 2016 (Predecessor)
|
|
Statements of Changes in Equity for the year ended December 31, 2018, December 31, 2017, the nine months ended December 31, 2016, and the three months ended March 31, 2016 (Predecessor)
|
|
Statements of Cash Flows for the year ended December 31, 2018, December 31, 2017, the nine months ended December 31, 2016, and the three months ended March 31, 2016 (Predecessor)
|
|
Notes to Financial Statements
|
|
Supplemental Summary Quarterly Financial Information (Unaudited)
|
|
|
Successor
|
||||||
|
|
December 31, 2018
|
|
December 31,
2017 |
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
205,577
|
|
|
$
|
35,470
|
|
Short-term investments
|
|
17,501
|
|
|
17,501
|
|
||
Trade accounts receivable
|
|
138,399
|
|
|
117,746
|
|
||
Other receivables
|
|
1,434
|
|
|
5,306
|
|
||
Income tax receivable
|
|
21,607
|
|
|
9,176
|
|
||
Inventories, net
|
|
56,719
|
|
|
54,294
|
|
||
Prepaid expenses and other
|
|
27,932
|
|
|
29,376
|
|
||
Total current assets
|
|
469,169
|
|
|
268,869
|
|
||
Mineral interests, net
|
|
120,427
|
|
|
130,004
|
|
||
Property, plant and equipment, net
|
|
540,315
|
|
|
536,745
|
|
||
Non-current income tax receivable
|
|
21,310
|
|
|
39,255
|
|
||
Deferred income taxes
|
|
222,780
|
|
|
—
|
|
||
Other long-term assets
|
|
21,039
|
|
|
18,442
|
|
||
Total assets
|
|
$
|
1,395,040
|
|
|
$
|
993,315
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
33,588
|
|
|
$
|
28,076
|
|
Accrued expenses
|
|
82,342
|
|
|
66,704
|
|
||
Asset retirement obligations
|
|
2,775
|
|
|
3,572
|
|
||
Other current liabilities
|
|
4,967
|
|
|
6,903
|
|
||
Current portion of long-term debt
|
|
760
|
|
|
2,965
|
|
||
Total current liabilities
|
|
124,432
|
|
|
108,220
|
|
||
Long-term debt
|
|
468,231
|
|
|
342,948
|
|
||
Deferred income taxes
|
|
—
|
|
|
258
|
|
||
Asset retirement obligations
|
|
59,049
|
|
|
96,096
|
|
||
Black lung obligations
|
|
25,206
|
|
|
30,208
|
|
||
Other long-term liabilities
|
|
5,510
|
|
|
2,562
|
|
||
Total liabilities
|
|
682,428
|
|
|
580,292
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
|
||||
Common stock, $0.01 par value per share (Authorized -140,000,000 shares, 53,256,098 issued and 51,622,898 outstanding as of December 31, 2018 and 53,284,470 issued and outstanding as of December 31, 2017)
|
|
533
|
|
|
534
|
|
||
Preferred stock, $0.01 par value per share (10,000,000 shares authorized, no shares issued and outstanding)
|
|
—
|
|
|
—
|
|
||
Treasury Stock, at cost (1,633,200 shares)
|
|
(38,030
|
)
|
|
—
|
|
||
Additional paid in capital
|
|
239,827
|
|
|
329,993
|
|
||
Retained earnings
|
|
510,282
|
|
|
82,496
|
|
||
Total stockholders’ equity
|
|
712,612
|
|
|
413,023
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,395,040
|
|
|
$
|
993,315
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
1,342,683
|
|
|
$
|
1,124,645
|
|
|
$
|
276,560
|
|
|
|
$
|
65,154
|
|
Other revenues
|
|
35,324
|
|
|
44,447
|
|
|
21,074
|
|
|
|
6,229
|
|
||||
Total revenues
|
|
1,378,007
|
|
|
1,169,092
|
|
|
297,634
|
|
|
|
71,383
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of items shown separately below)
|
|
716,645
|
|
|
592,530
|
|
|
244,723
|
|
|
|
72,297
|
|
||||
Cost of other revenues (exclusive of items shown separately below)
|
|
10,172
|
|
|
28,422
|
|
|
19,367
|
|
|
|
4,698
|
|
||||
Depreciation and depletion
|
|
97,209
|
|
|
75,413
|
|
|
47,413
|
|
|
|
28,958
|
|
||||
Selling, general and administrative
|
|
36,626
|
|
|
36,453
|
|
|
20,507
|
|
|
|
9,008
|
|
||||
Other postretirement benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,160
|
|
||||
Restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,418
|
|
||||
Transaction and other costs
|
|
9,068
|
|
|
12,873
|
|
|
13,568
|
|
|
|
—
|
|
||||
Total costs and expenses
|
|
869,720
|
|
|
745,691
|
|
|
345,578
|
|
|
|
124,539
|
|
||||
Operating income (loss)
|
|
508,287
|
|
|
423,401
|
|
|
(47,944
|
)
|
|
|
(53,156
|
)
|
||||
Interest expense, net
|
|
(37,314
|
)
|
|
(6,947
|
)
|
|
(1,711
|
)
|
|
|
(16,562
|
)
|
||||
Reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,920
|
|
||||
Income (loss) before income taxes
|
|
470,973
|
|
|
416,454
|
|
|
(49,655
|
)
|
|
|
(61,798
|
)
|
||||
Income tax (benefit) expense
|
|
(225,814
|
)
|
|
(38,592
|
)
|
|
18
|
|
|
|
18
|
|
||||
Net income (loss)
|
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
|
|
$
|
(61,816
|
)
|
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share—basic
|
|
$
|
13.19
|
|
|
$
|
8.62
|
|
|
(0.94
|
)
|
|
|
|
|||
Net income (loss) per share—diluted
|
|
13.17
|
|
|
8.62
|
|
|
(0.94
|
)
|
|
|
|
|||||
Weighted average number of shares outstanding—basic
|
|
52,812
|
|
|
52,800
|
|
|
52,640
|
|
|
|
|
|||||
Weighted average number of shares outstanding— diluted
|
|
52,918
|
|
|
52,806
|
|
|
52,640
|
|
|
|
|
|||||
Dividends per share:
|
|
$
|
6.73
|
|
|
$
|
14.92
|
|
|
$
|
—
|
|
|
|
|
Predecessor
|
|
|
|
|
Total Parent
Net Investment
|
||
Balance at December 31, 2015 (Predecessor)
|
|
|
|
|
$
|
(820,861
|
)
|
Net loss
|
|
|
|
|
(61,816
|
)
|
|
Change in attribution of Parent debt
|
|
|
|
|
(626
|
)
|
|
Net transfers to Parent
|
|
|
|
|
(12,900
|
)
|
|
Balance at March 31, 2016 (Predecessor)
|
|
|
|
|
$
|
(896,203
|
)
|
|
Common Stock
|
|
Preferred Stock
|
|
Treasury Stock
|
|
Additional Paid in Capital
|
|
Retained Earnings (Accumulated
deficit)
|
|
Total
Stockholders’
Equity
|
||||||||||||
Balance at April 1, 2016 (Successor)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,673
|
)
|
|
(49,673
|
)
|
||||||
Equity award compensation
|
7
|
|
|
—
|
|
|
—
|
|
|
502
|
|
|
—
|
|
|
509
|
|
||||||
Issuance of 17,772,724 common shares (formerly Class A member units)
|
178
|
|
|
—
|
|
|
—
|
|
|
601,605
|
|
|
—
|
|
|
601,783
|
|
||||||
Issuance of 34,864,802 common shares (formerly Class B member units)
|
348
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
200,348
|
|
||||||
Balance at December 31, 2016 (Successor)
|
$
|
533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
802,107
|
|
|
$
|
(49,673
|
)
|
|
$
|
752,967
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455,046
|
|
|
455,046
|
|
||||||
Dividends paid ($14.92 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,025
|
)
|
|
(322,877
|
)
|
|
(796,902
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,525
|
)
|
|
—
|
|
|
(3,525
|
)
|
||||||
Equity award modification
|
—
|
|
|
—
|
|
|
—
|
|
|
1,255
|
|
|
—
|
|
|
1,255
|
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,181
|
|
|
—
|
|
|
4,181
|
|
||||||
Common shares issued
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Balance at December 31, 2017 (Successor)
|
$
|
534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
329,993
|
|
|
$
|
82,496
|
|
|
$
|
413,023
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696,787
|
|
|
696,787
|
|
||||||
Dividends paid ($6.73 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,122
|
)
|
|
(269,513
|
)
|
|
(360,635
|
)
|
||||||
Stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
6,405
|
|
|
—
|
|
|
6,405
|
|
||||||
Treasury stock purchase
|
—
|
|
|
—
|
|
|
(38,030
|
)
|
|
—
|
|
|
—
|
|
|
(38,030
|
)
|
||||||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(5,449
|
)
|
|
512
|
|
|
(4,938
|
)
|
||||||
Common shares issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2018 (Successor)
|
$
|
533
|
|
|
$
|
—
|
|
|
$
|
(38,030
|
)
|
|
$
|
239,827
|
|
|
$
|
510,282
|
|
|
$
|
712,612
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended December 31,
|
|
For the nine months ended December 31,
|
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
|
|
$
|
(61,816
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and depletion
|
97,209
|
|
|
75,413
|
|
|
47,413
|
|
|
|
28,958
|
|
||||
Deferred income tax (benefit) expense
|
(223,038
|
)
|
|
(1,686
|
)
|
|
544
|
|
|
|
18
|
|
||||
Stock-based compensation expense
|
6,405
|
|
|
4,181
|
|
|
509
|
|
|
|
390
|
|
||||
Non-cash reorganization items
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(18,882
|
)
|
||||
Amortization of debt issuance costs and debt discount, net
|
2,486
|
|
|
1,889
|
|
|
1,244
|
|
|
|
10,164
|
|
||||
Accretion and valuation adjustment of ARO
|
(19,942
|
)
|
|
1,834
|
|
|
2,817
|
|
|
|
1,169
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Trade accounts receivable
|
(20,653
|
)
|
|
(51,850
|
)
|
|
(54,911
|
)
|
|
|
15,097
|
|
||||
Other receivables
|
3,872
|
|
|
(8,121
|
)
|
|
(2,530
|
)
|
|
|
1,070
|
|
||||
Income tax receivable
|
(12,431
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Inventories
|
(1,812
|
)
|
|
(13,732
|
)
|
|
9,524
|
|
|
|
677
|
|
||||
Prepaid expenses and other current assets
|
1,444
|
|
|
(17,366
|
)
|
|
(11,001
|
)
|
|
|
13,020
|
|
||||
Accounts payable
|
5,060
|
|
|
14,388
|
|
|
(4,144
|
)
|
|
|
(15,338
|
)
|
||||
Accrued expenses and other current liabilities
|
13,835
|
|
|
15,642
|
|
|
45,408
|
|
|
|
(16,083
|
)
|
||||
Non-current income tax receivable
|
17,945
|
|
|
(39,255
|
)
|
|
—
|
|
|
|
—
|
|
||||
Other
|
(7,771
|
)
|
|
(1,871
|
)
|
|
5,613
|
|
|
|
858
|
|
||||
Net cash provided by (used in) operating activities
|
559,396
|
|
|
434,512
|
|
|
(9,187
|
)
|
|
|
(40,698
|
)
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
(101,620
|
)
|
|
(92,625
|
)
|
|
(11,531
|
)
|
|
|
(5,422
|
)
|
||||
Deferred mine development costs
|
(8,937
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from sale of property, plant and equipment
|
2,928
|
|
|
—
|
|
|
34
|
|
|
|
—
|
|
||||
Cash paid for acquisition, net of cash acquired
|
—
|
|
|
—
|
|
|
(24,107
|
)
|
|
|
—
|
|
||||
Cash receipt from escrow agreement
|
—
|
|
|
—
|
|
|
9,364
|
|
|
|
—
|
|
||||
Proceeds from termination of life insurance policy
|
—
|
|
|
—
|
|
|
12,857
|
|
|
|
—
|
|
||||
Purchases of short-term investments
|
—
|
|
|
—
|
|
|
(17,501
|
)
|
|
|
—
|
|
||||
Net cash used in investing activities
|
(107,629
|
)
|
|
(92,625
|
)
|
|
(30,884
|
)
|
|
|
(5,422
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||||||
Dividends paid
|
(360,635
|
)
|
|
(796,902
|
)
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from issuance of debt
|
128,750
|
|
|
344,750
|
|
|
—
|
|
|
|
15,723
|
|
||||
Proceeds from rights offering
|
—
|
|
|
—
|
|
|
200,000
|
|
|
|
—
|
|
||||
Retirements of debt
|
(3,060
|
)
|
|
(3,060
|
)
|
|
(2,295
|
)
|
|
|
(285
|
)
|
||||
Principal repayments of capital lease obligations
|
—
|
|
|
(505
|
)
|
|
—
|
|
|
|
—
|
|
||||
Net cash transfers to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(13,290
|
)
|
||||
Debt issuance costs paid
|
(3,713
|
)
|
|
(2,562
|
)
|
|
(4,978
|
)
|
|
|
(8,388
|
)
|
||||
Common shares repurchased
|
(38,030
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other
|
(4,938
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
(281,626
|
)
|
|
(458,279
|
)
|
|
192,727
|
|
|
|
(6,240
|
)
|
||||
Net increase (decrease) in cash and cash equivalents and restricted cash
|
170,141
|
|
|
(116,392
|
)
|
|
152,656
|
|
|
|
(52,360
|
)
|
||||
Cash and cash equivalents and restricted cash at beginning of period
|
36,264
|
|
|
152,656
|
|
|
—
|
|
|
|
84,462
|
|
||||
Cash and cash equivalents and restricted cash at end of period
|
$
|
206,405
|
|
|
$
|
36,264
|
|
|
$
|
152,656
|
|
|
|
$
|
32,102
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
205,577
|
|
|
$
|
35,470
|
|
Restricted cash included in other long-term assets
|
828
|
|
|
794
|
|
||
Total cash and cash equivalents and restricted cash included in the Statements of Cash Flows
|
$
|
206,405
|
|
|
$
|
36,264
|
|
Final purchase price:
|
|
||
Cash paid
|
$
|
50,830
|
|
Fair value of First Lien Obligations relinquished in exchange for net assets of the Predecessor
|
598,607
|
|
|
Total purchase price
|
$
|
649,437
|
|
|
|
Successor
|
||||||
|
|
For the year ended
December 31, 2016
|
||||||
(in thousands)
|
|
As
reported (1) |
|
Pro forma
(2)
|
||||
Revenue
|
|
$
|
297,634
|
|
|
$
|
369,017
|
|
Net loss
|
|
$
|
(49,673
|
)
|
|
$
|
(67,476
|
)
|
(1)
|
Reflects nine months of Successor period operations.
|
(2)
|
Includes nine months of Successor period operations and three months of Predecessor period operations on a pro forma basis.
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Coal
|
$
|
32,854
|
|
|
$
|
32,422
|
|
Raw materials, parts, supplies and other, net
|
23,865
|
|
|
21,872
|
|
||
Total inventories, net
|
$
|
56,719
|
|
|
$
|
54,294
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred longwall move expenses
|
$
|
20,053
|
|
|
$
|
19,600
|
|
Prepaid insurance
|
4,670
|
|
|
4,955
|
|
||
Prepaid deposits
|
692
|
|
|
1,043
|
|
||
Gas hedge asset
|
—
|
|
|
1,664
|
|
||
Other
|
2,517
|
|
|
2,114
|
|
||
Total prepaid expenses and other
|
$
|
27,932
|
|
|
$
|
29,376
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
72,139
|
|
|
$
|
72,882
|
|
Land improvements
|
18,083
|
|
|
11,444
|
|
||
Building and leasehold improvements
|
71,561
|
|
|
82,836
|
|
||
Mine development and infrastructure costs
|
3,567
|
|
|
308
|
|
||
Machinery and equipment
|
512,594
|
|
|
441,353
|
|
||
Construction in progress
|
46,814
|
|
|
39,671
|
|
||
Total
|
724,758
|
|
|
648,494
|
|
||
Less: Accumulated depreciation
|
(184,443
|
)
|
|
(111,749
|
)
|
||
Property, plant and equipment, net
|
$
|
540,315
|
|
|
$
|
536,745
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Advance mining royalties
|
$
|
10,910
|
|
|
$
|
10,342
|
|
Restricted cash
|
828
|
|
|
794
|
|
||
Other
|
9,301
|
|
|
7,306
|
|
||
Total other long-term assets
|
$
|
21,039
|
|
|
$
|
18,442
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Current
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(2,776
|
)
|
|
$
|
(36,906
|
)
|
|
$
|
(526
|
)
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
|
(2,776
|
)
|
|
(36,906
|
)
|
|
(526
|
)
|
|
|
—
|
|
||||
Deferred
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
(176,141
|
)
|
|
(1,712
|
)
|
|
542
|
|
|
|
16
|
|
||||
State
|
(46,897
|
)
|
|
26
|
|
|
2
|
|
|
|
2
|
|
||||
|
(223,038
|
)
|
|
(1,686
|
)
|
|
544
|
|
|
|
18
|
|
||||
Total
|
$
|
(225,814
|
)
|
|
$
|
(38,592
|
)
|
|
$
|
18
|
|
|
|
$
|
18
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended
December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Income (loss) before income tax expense (benefit)
|
$
|
470,973
|
|
|
$
|
416,454
|
|
|
$
|
(49,655
|
)
|
|
|
$
|
(61,798
|
)
|
Tax expense (benefit) at statutory tax rate
|
98,904
|
|
|
145,759
|
|
|
(17,379
|
)
|
|
|
(21,629
|
)
|
||||
Effect of:
|
|
|
|
|
|
|
|
|
||||||||
Depletion
|
(18,227
|
)
|
|
(25,212
|
)
|
|
—
|
|
|
|
—
|
|
||||
Estimate of the Tax Cuts and Jobs Act impact
|
(2,775
|
)
|
|
(38,592
|
)
|
|
—
|
|
|
|
—
|
|
||||
State and local income tax, net of federal effect
|
14,897
|
|
|
9,620
|
|
|
(1,051
|
)
|
|
|
(1,615
|
)
|
||||
Valuation allowance on deferred tax assets
|
(312,493
|
)
|
|
(129,245
|
)
|
|
14,460
|
|
|
|
22,204
|
|
||||
Non-deductible transaction costs
|
566
|
|
|
4,506
|
|
|
4,318
|
|
|
|
—
|
|
||||
Impact of restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,111
|
|
||||
Other
|
(6,686
|
)
|
|
(5,428
|
)
|
|
(330
|
)
|
|
|
(53
|
)
|
||||
Tax expense (benefit) recognized
|
$
|
(225,814
|
)
|
|
$
|
(38,592
|
)
|
|
$
|
18
|
|
|
|
$
|
18
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Deferred income tax assets:
|
|
|
|
||||
Net operating loss and credit carryforwards
|
$
|
298,180
|
|
|
$
|
395,526
|
|
Inventory
|
119
|
|
|
1,083
|
|
||
Asset retirement obligations
|
15,526
|
|
|
23,765
|
|
||
Black lung obligations
|
6,720
|
|
|
7,991
|
|
||
Accrued expenses
|
3,611
|
|
|
561
|
|
||
Other
|
2,767
|
|
|
197
|
|
||
Total
|
326,923
|
|
|
429,123
|
|
||
Less: valuation allowance for deferred income tax assets
|
—
|
|
|
(312,493
|
)
|
||
Net deferred income tax assets
|
326,923
|
|
|
116,630
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Prepaid expenses
|
(9,894
|
)
|
|
(9,416
|
)
|
||
Property, plant and equipment
|
(92,361
|
)
|
|
(105,715
|
)
|
||
Other
|
(1,888
|
)
|
|
(1,757
|
)
|
||
Total deferred income tax liabilities
|
(104,143
|
)
|
|
(116,888
|
)
|
||
Net deferred income tax asset (liability)
|
$
|
222,780
|
|
|
$
|
(258
|
)
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Beginning balance
|
$
|
312,493
|
|
|
$
|
767,290
|
|
Addition/(Reduction) - current tax expense/(benefit)
|
(86,679
|
)
|
|
(129,245
|
)
|
||
Reduction due to application of IRC Section 382
|
—
|
|
|
(130,327
|
)
|
||
Estimate of Tax Cuts and Jobs Act impact
|
—
|
|
|
(195,225
|
)
|
||
Release
|
$
|
(225,814
|
)
|
|
$
|
—
|
|
Ending balance
|
$
|
—
|
|
|
$
|
312,493
|
|
|
Successor
|
||||||
|
For the twelve months ended December 31, 2018
|
|
For the twelve months ended
December 31, 2017 |
||||
Balance at Beginning of Period
|
$
|
99,668
|
|
|
$
|
99,148
|
|
ARO liability assumed in the Asset Acquisition
|
—
|
|
|
—
|
|
||
Accretion expense
|
4,619
|
|
|
1,834
|
|
||
Revisions to estimates
|
(42,064
|
)
|
|
(658
|
)
|
||
Obligations settled
|
(399
|
)
|
|
(656
|
)
|
||
Balance at End of Period
|
$
|
61,824
|
|
|
$
|
99,668
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accrued wages and employee benefits
|
$
|
37,221
|
|
|
$
|
24,832
|
|
Accrued operating expenses
|
20,383
|
|
|
17,203
|
|
||
Accrued royalties
|
8,617
|
|
|
9,185
|
|
||
Accrued freight
|
4,053
|
|
|
5,051
|
|
||
Accrued interest
|
6,333
|
|
|
4,589
|
|
||
Accrued non-income taxes
|
1,642
|
|
|
1,553
|
|
||
Other
|
4,093
|
|
|
4,291
|
|
||
Total accrued expenses
|
$
|
82,342
|
|
|
$
|
66,704
|
|
|
Predecessor
|
||
|
For the three months ended
March 31, |
||
|
2016
|
||
Professional fees
|
(10,962
|
)
|
|
Rejected executory contracts, leases and other
|
18,882
|
|
|
Reorganization items, net
|
$
|
7,920
|
|
|
|
Number of Restricted Class C Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2017
|
|
266,027
|
|
|
$
|
21.34
|
|
Granted
|
|
—
|
|
|
|
||
Forfeited
|
|
(18,362
|
)
|
|
$
|
21.34
|
|
Vested
|
|
(98,126
|
)
|
|
$
|
21.34
|
|
Outstanding at December 31, 2018
|
|
149,539
|
|
|
$
|
21.34
|
|
|
|
Successor
|
||
|
|
For the year ended December 31, 2017
|
|
For the nine months ended December 31, 2016
|
Expected stock price volatility
(a)
|
|
35%
|
|
25.25%
|
Risk-free interest rate
(b)
|
|
1.75%
|
|
1.25%
|
Expected life (years)
(c)
|
|
4.17
|
|
5.00
|
(a)
|
The Company bases its expected volatility on a group of companies believed to be a representative peer group, selected based on industry and market capitalization.
|
(b)
|
The risk-free rate for periods within the expected term of the award is based on the U.S. Government Bond yield with a term equal to the awards' expected term on the date of grant.
|
(c)
|
Expected life represents the period of time that awards granted are expected to be outstanding.
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2017
|
|
8,823
|
|
|
$
|
18.51
|
|
Granted
|
|
201,512
|
|
|
$
|
27.71
|
|
Forfeited
|
|
(15,935
|
)
|
|
$
|
27.92
|
|
Vested
|
|
(2,875
|
)
|
|
$
|
18.39
|
|
Outstanding at December 31, 2018
|
|
191,525
|
|
|
$
|
27.30
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
Weighted Average Interest Rate at December 31, 2018
|
|
Final Maturity
|
||||
Senior secured notes
|
|
$
|
475,000
|
|
|
$
|
350,000
|
|
|
8%
|
|
2024
|
Promissory note
|
|
760
|
|
|
3,725
|
|
|
4%
|
|
2019
|
||
Debt discount, net
|
|
(6,769
|
)
|
|
(7,812
|
)
|
|
|
|
|
||
Total debt
|
|
468,991
|
|
|
345,913
|
|
|
|
|
|
||
Less: current debt
|
|
(760
|
)
|
|
(2,965
|
)
|
|
|
|
|
||
Total long-term debt
|
|
$
|
468,231
|
|
|
$
|
342,948
|
|
|
|
|
|
|
|
Successor
|
||||||||||||||
|
|
Fair Value Measurements as of December 31, 2018 Using:
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas swap contracts
|
|
$
|
—
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
178
|
|
|
|
Successor
|
||||||||||||||
|
|
Fair Value Measurements as of December 31, 2017 Using:
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas swap contracts
|
|
$
|
—
|
|
|
$
|
1,644
|
|
|
$
|
—
|
|
|
$
|
1,644
|
|
|
|
Successor
|
||||||||||
|
|
For the year ended
December 31, |
|
For the year ended
December 31, |
|
For the nine months ended December 31,
|
||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares used to compute net income (loss) per share—basic
|
|
52,812
|
|
|
52,800
|
|
|
52,640
|
|
|||
Dilutive restricted stock awards and units
|
|
106
|
|
|
6
|
|
|
—
|
|
|||
Weighted-average shares used to compute net income (loss) per share—diluted
|
|
52,918
|
|
|
52,806
|
|
|
52,640
|
|
|||
Net income (loss) per share—basic
|
|
$
|
13.19
|
|
|
$
|
8.62
|
|
|
$
|
(0.94
|
)
|
Net income (loss) per share—diluted
|
|
$
|
13.17
|
|
|
$
|
8.62
|
|
|
$
|
(0.94
|
)
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
For the year ended December 31,
|
|
For the year ended December 31,
|
|
For the nine
months ended December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Mining
|
|
$
|
1,342,683
|
|
|
$
|
1,124,645
|
|
|
$
|
276,560
|
|
|
|
$
|
65,154
|
|
All other
|
|
35,324
|
|
|
44,447
|
|
|
21,074
|
|
|
|
6,229
|
|
||||
Total revenues
|
|
$
|
1,378,007
|
|
|
$
|
1,169,092
|
|
|
$
|
297,634
|
|
|
|
$
|
71,383
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
For the year ended December 31,
|
|
For the year ended December 31,
|
|
For the nine
months ended December 31, |
|
|
For the year ended December 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
||||||||
Mining
|
|
$
|
97,607
|
|
|
$
|
89,700
|
|
|
$
|
9,342
|
|
|
|
$
|
4,588
|
|
All other
|
|
4,013
|
|
|
2,925
|
|
|
2,189
|
|
|
|
834
|
|
||||
Total capital expenditures
|
|
$
|
101,620
|
|
|
$
|
92,625
|
|
|
$
|
11,531
|
|
|
|
$
|
5,422
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
For the year ended December 31,
|
|
For the year ended December 31,
|
|
For the nine
months ended December 31, |
|
|
For the three
months ended March 31, |
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2016
|
||||||||
Segment Adjusted EBITDA
|
|
$
|
626,038
|
|
|
$
|
532,115
|
|
|
$
|
31,837
|
|
|
|
$
|
(7,143
|
)
|
Other revenues
|
|
35,324
|
|
|
44,447
|
|
|
21,074
|
|
|
|
6,229
|
|
||||
Cost of other revenues
|
|
(10,172
|
)
|
|
(28,422
|
)
|
|
(19,367
|
)
|
|
|
(4,698
|
)
|
||||
Depreciation and depletion
|
|
(97,209
|
)
|
|
(75,413
|
)
|
|
(47,413
|
)
|
|
|
(28,958
|
)
|
||||
Selling, general and administrative
|
|
(36,626
|
)
|
|
(36,453
|
)
|
|
(20,507
|
)
|
|
|
(9,008
|
)
|
||||
Other postretirement benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(6,160
|
)
|
||||
Restructuring charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(3,418
|
)
|
||||
Transaction and other costs
|
|
(9,068
|
)
|
|
(12,873
|
)
|
|
(13,568
|
)
|
|
|
—
|
|
||||
Interest expense, net
|
|
(37,314
|
)
|
|
(6,947
|
)
|
|
(1,711
|
)
|
|
|
(16,562
|
)
|
||||
Reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
7,920
|
|
||||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Income tax benefit (expense)
|
|
225,814
|
|
|
38,592
|
|
|
(18
|
)
|
|
|
(18
|
)
|
||||
Net income (loss)
|
|
$
|
696,787
|
|
|
$
|
455,046
|
|
|
$
|
(49,673
|
)
|
|
|
$
|
(61,816
|
)
|
|
|
Quarter Ended
|
||||||||||||||
|
|
Successor
|
||||||||||||||
Fiscal Year 2018
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Total revenues
|
|
$
|
421,788
|
|
|
$
|
322,555
|
|
|
$
|
273,304
|
|
|
$
|
360,360
|
|
Gross profit
(1)
|
|
$
|
223,328
|
|
|
$
|
136,674
|
|
|
$
|
99,412
|
|
|
$
|
191,776
|
|
Operating income
|
|
$
|
187,254
|
|
|
$
|
101,096
|
|
|
$
|
62,719
|
|
|
$
|
157,218
|
|
Net income
(2)
|
|
$
|
178,694
|
|
|
$
|
91,312
|
|
|
$
|
52,591
|
|
|
$
|
374,190
|
|
Net income per share—basic
|
|
$
|
3.36
|
|
|
$
|
1.72
|
|
|
$
|
1.00
|
|
|
$
|
7.13
|
|
Net income per share—diluted
|
|
$
|
3.36
|
|
|
$
|
1.72
|
|
|
$
|
1.00
|
|
|
$
|
7.11
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Quarter Ended
|
||||||||||||||
|
|
Successor
|
||||||||||||||
Fiscal Year 2017
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Total revenues
|
|
$
|
253,964
|
|
|
$
|
363,370
|
|
|
$
|
311,955
|
|
|
$
|
239,803
|
|
Gross profit
(1)
|
|
$
|
139,641
|
|
|
$
|
195,423
|
|
|
$
|
115,406
|
|
|
$
|
97,670
|
|
Operating income (loss)
|
|
$
|
110,853
|
|
|
$
|
163,276
|
|
|
$
|
82,770
|
|
|
$
|
66,502
|
|
Net income (loss)
(3)
|
|
$
|
108,308
|
|
|
$
|
129,865
|
|
|
$
|
119,717
|
|
|
$
|
97,156
|
|
Net income (loss) per share—basic and diluted
(4)
|
|
2.06
|
|
|
$
|
2.46
|
|
|
$
|
2.27
|
|
|
$
|
1.83
|
|
(1)
|
Represents total revenues less cost of sales (exclusive of items shown separately below) and cost of other revenues (exclusive of items shown separately below) for each respective period.
|
(2)
|
Net income included transaction and other costs of
$3.3 million
,
$1.0 million
,
$3.3 million
, and
$1.5 million
for the three months ended March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018. Net income for the three months ended December 31, 2018 also includes the impact of the NOL valuation allowance release discussed further in Note 8 and a change in the ARO due to revisions to estimates discussed further in Note 9.
|
(3)
|
Net income included transaction and other costs of
$9.0 million
and
$3.8 million
for the three months ended March 31, 2017 and June 30, 2017. Net income for the three months ended December 31, 2017 also includes the impact of the enactment of the Tax Cuts and Jobs Act.
|
(4)
|
The sum of quarterly EPS amounts may be different than annual amounts as a result of the impact of variations in shares outstanding.
|
3.
|
Vesting; Settlement
.
|
4.
|
Rights as a Shareholder; Dividend Equivalents
.
|
5.
|
Taxes
.
|
|
WARRIOR MET COAL, INC.
|
|
By: _______________________
|
Name: Walter J. Scheller, III
|
Title: Chief Executive Officer
|
|
PARTICIPANT
|
|
By: _______________________
|
Name: _______________________
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
Warrior Met Coal Intermediate Holdco, LLC
|
|
Delaware
|
Warrior Met Coal Gas, LLC
|
|
Delaware
|
Warrior Met Coal TRI, LLC
|
|
Delaware
|
Warrior Met Coal Land, LLC
|
|
Delaware
|
Warrior Met Coal LA, LLC
|
|
Delaware
|
Warrior Met Coal Mining, LLC
|
|
Delaware
|
Warrior Met Coal BCE, LLC
|
|
Delaware
|
Warrior Met Coal WV, LLC
|
|
Delaware
|
Black Warrior Methane Corp.*
|
|
Alabama
|
Black Warrior Transmission Corp.*
|
|
Alabama
|
1.
|
I have reviewed this Annual Report on Form 10-K of Warrior Met Coal, Inc. (the “registrant”);
|
||||||||
|
|
||||||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||||
|
|
||||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||||
|
|
||||||||
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
||||||||
|
|
||||||||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||||
|
|
||||||||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||||
|
|
||||||||
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||||
|
|
||||||||
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
||||||||
|
|
||||||||
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||||||||
|
|
||||||||
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||||||||
|
|
||||||||
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
||||||||
|
|||||||||
|
|
|
|
||||||
|
|
|
WARRIOR MET COAL, INC.
|
||||||
Date: February 21, 2019
|
By:
|
|
/s/ Walter J. Scheller, III
|
||||||
|
|
|
Walter J. Scheller, III
|
||||||
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Warrior Met Coal, Inc. (the “registrant”);
|
||||||||
|
|
||||||||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||||
|
|
||||||||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||||
|
|
||||||||
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||||||||
|
|
||||||||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||||
|
|
||||||||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||||
|
|
||||||||
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||||
|
|
||||||||
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
||||||||
|
|
||||||||
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||||||||
|
|
||||||||
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
||||||||
|
|
||||||||
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
||||||||
|
|||||||||
|
|
|
|
||||||
|
|
|
WARRIOR MET COAL, INC.
|
||||||
Date: February 21, 2019
|
By:
|
|
/s/ Dale W. Boyles
|
||||||
|
|
|
Dale W. Boyles
|
||||||
|
|
|
Chief Financial Officer
|
|
|
|
WARRIOR MET COAL, INC.
|
||||
|
|
|
|
||||
Date: February 21, 2019
|
By:
|
|
/s/ Walter J. Scheller, III
|
||||
|
|
|
Walter J. Scheller, III
|
||||
|
|
|
Chief Executive Officer
|
||||
|
|
|
|
||||
Date: February 21, 2019
|
By:
|
|
/s/ Dale W. Boyles
|
||||
|
|
|
Dale W. Boyles
|
||||
|
|
|
Chief Financial Officer
|
||||
|
|
|
|
|
Mining Complex
(1) (3)
|
|
Section 104
S&S Citations
|
|
Section 104(b) Orders
|
|
Section 104(d) Citations and Orders
|
|
Section 110(b)(2) Violations
|
|
Section 107(a) Orders
|
|
Proposed MSHA Assessments
(2)
($ in thousands)
|
|
Fatalities
|
Warrior Met Coal Mining, LLC, No. 4
|
|
147
|
|
—
|
|
—
|
|
—
|
|
—
|
|
151.2
|
|
—
|
Warrior Met Coal Mining, LLC, No. 7
|
|
100
|
|
—
|
|
1
|
|
—
|
|
—
|
|
256.2
|
|
—
|
(1)
|
MSHA assigns an identification number to each coal mine and may or may not assign separate identification numbers to related facilities such as preparation plants. We are providing the information in the table by mining complex rather than MSHA identification number because we believe that this presentation is more useful to investors. For descriptions of each of these mining operations, please refer to the descriptions under “Part 1, Item 1. Business: and "Part 1, Item 2. Properties” in our Annual Report on Form 10-K for the year ended December 31, 2018. Idle facilities are not included in the table above unless they received a citation, order or assessment by MSHA during the current year or are subject to pending legal actions.
|
(2)
|
Amounts listed under this heading include proposed assessments received from MSHA in the current year for alleged violations, regardless of the issuance date of the related citation or order.
|
(3)
|
The table includes references to specific sections of the Mine Act as follows:
|
•
|
Section 104 S&S Citations
include citations for health or safety standards that could significantly and substantially contribute to serious injury if left unabated.
|
•
|
Section 104(b) Orders
represent failures to abate a citation under 104(a) within the period of time prescribed by MSHA and that the period of time prescribed for the abatement should not be further extended. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
|
•
|
Section 104(d) Citations and Orders
are for unwarrantable failure to comply with mandatory health and safety standards where such violation is of such a nature as could significantly or substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
|
•
|
Section 110(b)(2) Violations
are for flagrant violations.
|
•
|
Section 107(a) Orders
are for situations in which MSHA determined an imminent danger existed.
|
Mining Complex Legal Actions
(1)
|
|
Pending as of
December 31, 2018
|
|
Initiated During 2018
|
|
Resolved During 2018
|
|
|
|
|
|
|
|
Warrior Met Coal Mining, LLC, No. 4
|
|
|
|
|
|
|
29 CFR Part 2700, Subpart B
|
|
—
|
|
—
|
|
1
|
29 CFR Part 2700, Subpart C
|
|
9
|
|
12
|
|
15
|
29 CFR Part 2700, Subpart D
|
|
—
|
|
—
|
|
—
|
29 CFR Part 2700, Subpart E
|
|
—
|
|
—
|
|
—
|
29 CFR Part 2700, Subpart F
|
|
—
|
|
—
|
|
—
|
29 CFR Part 2700, Subpart H
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
Warrior Met Coal Mining, LLC, No. 7
|
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29 CFR Part 2700, Subpart B
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—
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—
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—
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29 CFR Part 2700, Subpart C
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3
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11
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20
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29 CFR Part 2700, Subpart D
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29 CFR Part 2700, Subpart E
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1
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1
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29 CFR Part 2700, Subpart F
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—
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29 CFR Part 2700, Subpart H
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(1)
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Effective January 27, 2011, the SEC adopted amendments to its rules to implement Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “final rule”). The final rule modified previous reporting requirements and requires that the total number of legal actions pending before the FMSHRC as of the last day of the time period covered by the report be categorized according to type of proceeding, in accordance with the categories established in the Procedural Rules of FMSHRC. SEC rules require that six different categories of pending legal actions be disclosed. Categories for which there is no pending litigation for the respective mine are not listed in the table. The types of proceedings are listed as follows:
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“29 CFR Part 2700, Subpart B”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart B such as contests of citations and orders filed prior to receipt of a proposed penalty assessment from MSHA, contests related to orders for which penalties are not assessed (such as imminent danger orders under Section 107 of the Mine Act), and emergency response plan dispute proceedings.
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•
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“29 CFR Part 2700, Subpart C”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart C and are contests of citations and orders after receipt of proposed penalties.
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•
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“29 CFR Part 2700, Subpart D”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart D and are complaints for compensation, which are cases under section 111 of the Mine Act.
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“29 CFR Part 2700, Subpart E”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart E and are complaints of discharge, discrimination or interference and temporary reinstatement under section 105 of the Mine Act.
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•
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“29 CFR Part 2700, Subpart F”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart F such as applications for temporary relief under section 105(b)(2) of the Mine Act from any modification or termination of any order issued thereunder, or from any order issued under section 104 of the Mine Act (other than citations issued under section 104(a) or (f) of the Mine Act).
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•
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“29 CFR Part 2700, Subpart H”
These legal actions include proceedings initiated under FMSHRC Procedural Rule 29 CFR Part 2700, Subpart H and are appeals of judges’ decisions or orders to FMSHRC, including petitions for discretionary review and review by FMSHRC on its own motion.
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