Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of December 31, 2020. Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, our management used the criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Our management has concluded that, as of December 31, 2020, our internal control over financial reporting is effective based on this assessment and these criteria.
Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of our internal control over financial reporting, as stated in their attestation report included in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
86
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our Code of Business Conduct and Ethics and Corporate Governance Guidelines for our principal executive officer and principal financial and accounting officer are described in “Item 1. Business” in this Annual Report. Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 10 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.
Item 11. Executive Compensation
Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 11 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The equity compensation plan information as required by Item 201(d) of Regulation S-K is included in Part II, Item 5 of this Annual Report. Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 12 all other information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 13 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.
Item 14. Principal Accounting Fees and Services
Pursuant to paragraph 3 of General Instruction G to Form 10-K, we incorporate by reference into this Item 14 the information to be disclosed in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2020.
87
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
Our consolidated financial statements are included in this Annual Report beginning on page F-1.
(a) (2) Financial Statement Schedules
All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
(a) (3) Exhibits
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).
2.2
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).
3.1
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).
3.2
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).
3.3
Certificate of Designations of Series A Junior Participating Preferred Stock of Warrior Met Coal, Inc., as filed with the Secretary of State of the State of Delaware on February 14, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-38061) filed with the Commission on February 14, 2020).
4.1
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).
4.2
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).
4.3
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).
4.4
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).
88
4.5
Rights Agreement, dated as of February 14, 2020, between Warrior Met Coal, Inc. and Computershare Trust Company, N.A., as rights agent (including the form of Certificate of Designations of Series A Junior Participating Preferred Stock attached thereto as Exhibit A, the form of Right Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C (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 February 14, 2020)).
4.6
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1#
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).
10.2
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).
10.3
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 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).
10.9 †
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).
10.10 †
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).
10.11 †
Employment Agreement, dated March 31, 2016, by and between Warrior Met Coal, LLC and Brian M. Chopin (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the Commission on February 19, 2020.)
10.12 †
Employment Agreement, dated March, by and between Warrior Met Coal, Inc. and Charles Lussier (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 April 29, 2020.)
10.13 †
Employment Agreement, dated June 5, 2019, by Warrior Met Coal, Inc. and Phillip C. Monroe (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 6, 2019).
10.14 †
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).
89
10.15 †
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).
10.16 †
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).
10.17 †
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).
10.18 †
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).
10.19 †
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).
10.20 †
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).
10.21 †
Restricted Unit Award Agreement, dated April 19, 2017, by and between Warrior Met Coal, Inc. and Stephen D. Williams (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2019).
10.22 †
Form of Restricted Unit Award Agreement (for non-employee directors), dated April 27, 2017 (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2019).
10.23 †
Form of Restricted Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2019).
10.24 †
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).
10.25 †
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).
10.2 6 †
Form of Warrior Met Coal, Inc. 2017 Equity Plan Restricted Stock Unit Award Agreement (Performance-Based Vesting Award - 2019 Retention Grant) (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2020).
10.27 †
Form of Amendment to Restricted Stock Unit Award Agreements (for executive officers), effective January 1, 2020 (incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2020).
10.28 †
Form of Warrior Met Coal, Inc. 2017 Equity Plan Restricted Stock Unit Award Agreement (Time-Based Vesting Award - Revised) (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2020).
10.29 †
Form of Warrior Met Coal, Inc. 2017 Equity Plan Restricted Stock Unit Award Agreement (Performance-Based Vesting Award - Revised)(incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 21, 2020).
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.
90
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)
101INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation LinkBase Document
101.DEF* Inline XBRL Taxonomy Extension Definition LinkBase Document
101.LAB* Inline XBRL Taxonomy Extension Label LinkBase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation LinkBase Document
104* Cover Page Interactive Data File (formatted Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Management contract, compensatory plan or arrangement.
# The schedules to this agreement have been omitted for this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.
Item 16. Form 10-K Summary
None.
91
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Warrior Met Coal, Inc.
By: /s/ Dale W. Boyles
Dale W. Boyles
Chief Financial Officer (on behalf of the registrant)
Date: February 24, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Walter J. Scheller, III
Walter J. Scheller, III Chief Executive Officer (Principal Executive Officer) and Director February 24, 2021
/s/ Dale W. Boyles
Dale W. Boyles
Chief Financial Officer (Principal Financial and Accounting Officer) February 24, 2021
/s/ Stephen D. Williams
Stephen D. Williams
Director February 24, 2021
/s/ Ana B. Amicarella
Ana B. Amicarella
Director February 24, 2021
/s/ J. Brett Harvey
J. Brett Harvey
Director February 24, 2021
/s/ Alan H. Schumacher
Alan H. Schumacher
Director February 24, 2021
/s/ Gareth Turner
Gareth Turner
Director February 24, 2021
92
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm F- 2
Balance Sheets at December 31, 2020 and December 31, 2019 F- 5
Statements of Operations for the years ended December 31, 2020, December 31, 2019, and December 31, 2018 F- 6
Statements of Changes in Equity for the years ended December 31, 2020, December 31, 2019, and December 31, 2018 F- 7
Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019, and December 31, 2018 F- 8
Notes to Financial Statements F- 10
Supplemental Summary Quarterly Financial Information (Unaudited) F- 35
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Warrior Met Coal, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Warrior Met Coal, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
F-2
Asset Retirement Obligation
Description of the Matter At December 31, 2020, the Company had recorded asset retirement obligations of approximately $61.9 million for the estimated costs to reclaim surface lands and supporting infrastructure in accordance with applicable reclamation laws in the United States as defined by each mining permit. Changes in the asset retirement obligations are more fully described in Note 8 to the consolidated financial statements.
The calculation of reclamation obligations requires significant judgment due to the inherent complexity in estimating the amount and timing of future costs and determining an appropriate rate to discount these costs back to their present value.
Auditing the Company's asset retirement obligation involved a high degree of subjectivity as estimates underlying the determination of the obligation were based on assumptions unique to mining operations and subject to various laws and regulations governing the protection of the applicable environment, including estimates of disturbed acreage as determined from engineering data, estimates of future costs to reclaim the disturbed acreage and the timing and amount of related cash flows, which are discounted using a credit-adjusted, risk-free rate. Actual costs incurred in future periods could differ from amounts estimated and future changes to environmental laws and regulations could increase the extent of reclamation work required.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for evaluating the asset retirement obligations. For example, we tested controls over management’s review of the assumptions described above.
To test the asset retirement obligations, our audit procedures included, among others, involving our specialist to assist us in evaluating the Company’s reclamation cost estimates, including estimates of disturbed acreage, the scope of estimated reclamation activities against regulatory requirements, the associated future reclamation costs, and the timing of related cash flows, and the Company's reclamation methodology against industry practice. We also evaluated management’s methodology for determining the credit adjusted risk-free rate used to discount the asset retirement obligation.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2016.
Birmingham, Alabama
February 24, 2021
F-3
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Warrior Met Coal, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Warrior Met Coal, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Warrior Met Coal, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 24, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Birmingham, Alabama
February 24, 2021
F-4
WARRIOR MET COAL, INC.
BALANCE SHEETS
(in thousands)
December 31, 2020 December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents $ 211,916 $ 193,383
Short-term investments 8,504 14,675
Trade accounts receivable 83,298 99,471
Other receivables 5,142 1,847
Income tax receivable — 12,925
Inventories, net 118,713 97,901
Prepaid expenses and other 39,910 23,844
Total current assets 467,483 444,046
Mineral interests, net 100,855 110,130
Property, plant and equipment, net 637,108 606,200
Non-current income tax receivable — 11,349
Deferred income taxes 174,372 154,297
Other long-term assets 14,118 18,242
Total assets $ 1,393,936 $ 1,344,264
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 59,110 $ 46,436
Accrued expenses 86,108 65,755
Asset retirement obligations 4,354 2,623
Short-term financing lease obligations 14,385 10,146
Other current liabilities 6,361 3,992
Total current liabilities 170,318 128,952
Long-term debt 379,908 339,189
Asset retirement obligations 57,553 53,583
Black lung obligations 34,567 30,233
Financing lease obligations 24,091 25,528
Other long-term liabilities 2,258 1,197
Total liabilities 668,695 578,682
Stockholders’ Equity:
Common stock, $ 0.01 par value per share (Authorized - 140,000,000 shares, 53,408,040 issued and 51,186,199 outstanding as of December 31, 2020 and 53,293,449 issued and 51,071,608 outstanding as of December 31, 2019)
534 533
Preferred stock, $ 0.01 par value per share ( 10,000,000 shares authorized, no shares issued and outstanding)
— —
Treasury stock, at cost ( 2,221,841 shares as of December 31, 2020 and December 31, 2019)
( 50,576 ) ( 50,576 )
Additional paid in capital 249,746 243,932
Retained earnings 525,537 571,693
Total stockholders’ equity 725,241 765,582
Total liabilities and stockholders’ equity $ 1,393,936 $ 1,344,264
The accompanying notes are an integral part of these consolidated financial statements.
F-5
WARRIOR MET COAL, INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the years ended December 31,
2020 2019 2018
Revenues:
Sales $ 761,871 $ 1,235,998 $ 1,342,683
Other revenues 20,867 32,311 35,324
Total revenues 782,738 1,268,309 1,378,007
Costs and expenses:
Cost of sales (exclusive of items shown separately below) 625,170 720,745 716,645
Cost of other revenues (exclusive of items shown separately below) 33,736 29,828 10,172
Depreciation and depletion 118,092 97,330 97,209
Selling, general and administrative 32,879 37,014 36,626
Transaction and other costs — — 9,068
Total costs and expenses 809,877 884,917 869,720
Operating (loss) income ( 27,139 ) 383,392 508,287
Interest expense, net ( 32,310 ) ( 29,335 ) ( 37,314 )
Loss on early extinguishment of debt — ( 9,756 ) —
Other income 3,544 22,815 —
(Loss) income before income taxes ( 55,905 ) 367,116 470,973
Income tax (benefit) expense ( 20,144 ) 65,417 ( 225,814 )
Net (loss) income $ ( 35,761 ) $ 301,699 $ 696,787
Basic and diluted net (loss) income per share:
Net (loss) income per share—basic $ ( 0.70 ) $ 5.87 $ 13.19
Net (loss) income per share—diluted $ ( 0.70 ) $ 5.86 $ 13.17
Weighted average number of shares outstanding—basic 51,168 51,363 52,812
Weighted average number of shares outstanding— diluted 51,168 51,493 52,918
Dividends per share: $ 0.20 $ 4.61 $ 6.73
The accompanying notes are an integral part of these consolidated financial statements.
F-6
WARRIOR MET COAL, INC.
STATEMENTS OF CHANGES IN EQUITY
(in thousands)
Common Stock Preferred Stock Treasury Stock Additional Paid in Capital Retained Earnings Total
Stockholders’
Equity
Balance at December 31, 2017 $ 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 )
Balance at December 31, 2018 $ 533 $ — $ ( 38,030 ) $ 239,827 $ 510,282 $ 712,612
Net income — — — — 301,699 301,699
Dividends paid ($ 4.61 per share)
— — — — ( 240,394 ) ( 240,394 )
Stock compensation — — — 5,349 — 5,349
Treasury stock purchase — — ( 12,546 ) — — ( 12,546 )
Other — — — ( 1,244 ) 106 ( 1,138 )
Balance at December 31, 2019 $ 533 $ — $ ( 50,576 ) $ 243,932 $ 571,693 $ 765,582
Net loss — — — — ( 35,761 ) ( 35,761 )
Dividends paid ($ 0.20 per share)
— — — — ( 10,395 ) ( 10,395 )
Stock compensation — — — 7,087 — 7,087
Other 1 — — ( 1,273 ) — ( 1,272 )
Balance at December 31, 2020 $ 534 $ — $ ( 50,576 ) $ 249,746 $ 525,537 $ 725,241
The accompanying notes are an integral part of these consolidated financial statements.
F-7
WARRIOR MET COAL, INC.
STATEMENTS OF CASH FLOWS
(in thousands)
For the years ended December 31,
2020 2019 2018
OPERATING ACTIVITIES
Net (loss) income $ ( 35,761 ) $ 301,699 $ 696,787
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and depletion 118,092 97,330 97,209
Deferred income tax (benefit) expense ( 20,075 ) 68,483 ( 223,038 )
Stock-based compensation expense 7,602 5,820 6,405
Amortization of debt issuance costs and debt discount, net 1,546 1,361 2,486
Accretion and valuation adjustment of ARO 2,631 ( 7,891 ) ( 19,942 )
Loss on early extinguishment of debt — 9,756 —
Changes in operating assets and liabilities:
Trade accounts receivable 16,173 38,928 ( 20,653 )
Other receivables ( 3,308 ) ( 224 ) 3,872
Income tax receivable 24,274 21,795 ( 12,431 )
Inventories ( 13,465 ) ( 30,491 ) ( 1,812 )
Prepaid expenses and other current assets ( 16,066 ) 4,088 1,444
Accounts payable 15,361 13,409 5,060
Accrued expenses and other current liabilities ( 3,936 ) ( 17,317 ) 13,835
Non-current income tax receivable — — 17,945
Other 19,558 26,068 ( 7,771 )
Net cash provided by operating activities 112,626 532,814 559,396
INVESTING ACTIVITIES
Purchase of property, plant and equipment ( 87,488 ) ( 107,278 ) ( 101,620 )
Deferred mine development costs ( 27,093 ) ( 23,392 ) ( 8,937 )
Proceeds from sale of property, plant and equipment 159 3,127 2,928
Sale of short-term investments 14,733 17,501 —
Purchases of short-term investments
( 8,500 ) ( 24,171 ) —
Net cash used in investing activities ( 108,189 ) ( 134,213 ) ( 107,629 )
FINANCING ACTIVITIES
Dividends paid ( 10,395 ) ( 240,394 ) ( 360,635 )
Proceeds from issuance of debt — — 128,750
Borrowings under ABL Facility 70,000 — —
Repayments under ABL Facility ( 30,000 ) — —
Retirements of debt — ( 140,272 ) ( 3,060 )
Principal repayments of financing lease obligations ( 14,237 ) ( 17,273 ) —
Debt issuance costs paid — — ( 3,713 )
Common shares repurchased — ( 12,546 ) ( 38,030 )
Other ( 1,272 ) ( 1,138 ) ( 4,938 )
Net cash provided by (used in) financing activities 14,096 ( 411,623 ) ( 281,626 )
Net increase (decrease) in cash and cash equivalents and restricted cash 18,533 ( 13,022 ) 170,141
Cash and cash equivalents and restricted cash at beginning of period 193,383 206,405 36,264
Cash and cash equivalents and restricted cash at end of period $ 211,916 $ 193,383 $ 206,405
The accompanying notes are an integral part of these consolidated financial statements.
F-8
WARRIOR MET COAL, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
For the years ended December 31,
2020 2019 2018
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, net of capitalized interest $ 30,523 $ 33,544 $ 30,237
Cash paid for income taxes $ 69 $ 85 $ 3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Financing leases - equipment $ 18,967 $ 45,523 $ 6,822
The accompanying notes are an integral part of these consolidated financial statements.
F-9
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1— Business and Basis of Presentation
Description of the Business
Warrior Met Coal, Inc. (the "Company") is a U.S.-based, environmentally and socially minded supplier to the global steel industry. The Company is dedicated entirely to mining non-thermal metallurgical (met) coal used as a critical component of steel production by metal manufacturers in Europe, South America and Asia. The Company is a large-scale, low-cost producer and exporter of premium met coal, also known as hard-coking coal ("HCC"), operating highly efficient longwall operations in its underground mines based in Alabama. The HCC that the Company produces from the Blue Creek coal seam contains very low sulfur, has strong coking properties and is of a similar quality to coal referred to as the premium HCC produced in Australia. The Company also generates ancillary revenues from the sale of natural gas extracted as a byproduct from the underground coal mines and royalty revenues from leased properties.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Warrior Met Coal, Inc and its subsidiaries (the "Company"). All significant intercompany transactions and balances have been eliminated in consolidation.
Impact of the COVID-19 Pandemic Upon our Financial Condition and Results of Operations
The global steelmaking industry's demand for met coal is affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of the novel coronavirus ("COVID-19"), which has spread from China to many other countries including the United States. In March 2020, the World Health Organization ("WHO") declared COVID-19 a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, "shelter in place" and "stay at home" orders, travel restrictions, business curtailments, school closures, and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.
The Company operates in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. As such, the Company continues to operate its mines in a safe manner under the guidelines issued by the Centers for Disease Control and Prevention and the Alabama State Health Department. In response to these measures and for the protection of employees, the Company has taken steps to ensure our employees remain safe. As of the filing of this Form 10-K, the Company has not had to idle or temporarily idle its mines.
Notwithstanding our continued operations, COVID-19 has had and may continue to have further negative impacts on our two operating mines, supply chain, transportation networks and customers, which may continue to compress our margins, and reduce demand for the met coal that we produce. The COVID-19 outbreak is a widespread public health crisis that is adversely affecting the economies and financial markets of many countries, including those of our customers, which are primarily located in Europe, South America and Asia. A prolonged economic downturn could adversely affect demand for our met coal and contribute to volatile supply and demand conditions affecting prices and volumes. The progression of COVID-19 could also negatively impact our business or results of operations through the temporary closure of one of our mines, customers or critical suppliers, or the McDuffie Coal Terminal at the Port of Mobile in Alabama, or a disruption to our rail and barge carriers, which would delay or prevent deliveries to our customers, among others.
In addition, the ability of our employees and our suppliers' and customers' employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of the control measures noted above, which may significantly affect the demand for met coal. Our customers may be directly impacted by business curtailments or weak market conditions and may not be willing or able to fulfill their contractual obligations or open letters of credit. We may also experience delays in obtaining letters of credit or processing letter of credit payments due to the impacts of COVID-19 on foreign issuing and U.S. intermediary banks. Furthermore, the progression of, and global response to, the COVID-19 outbreak has begun to cause, and increases the risk of, further delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other
F-10
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they may impact or delay the timing of anticipated benefits of capital projects.
Note 2— Summary of Significant Accounting Policies
Use of Estimates
The Company prepares its financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.
Concentrations of Credit Risk and Major Customers
The Company’s principal line of business is mining and marketing met coal to foreign steel producers. For the year ended December 31, 2020, approximately 97.3 % of sales were derived from coal shipments to customers, located primarily in Europe, South America and Asia. At December 31, 2020 approximately 96.8 % of trade receivables were related to these customers. For the year ended December 31, 2020, our geographic customer mix was 56 % in Europe, 25 % in South America and 19 % in Asia.
During the year ended December 31, 2020, Xcoal Energy & Resources, Exiros BV Sucursal Uruguay, and Iskenderun Demir Ve Celik A.S. accounted for $ 146.5 million, or 18.7 %, $ 117.7 million, or 15.0 %, and $ 89.1 million, or 11.4 % of total revenues, respectively. During the year ended December 31, 2019, Xcoal Energy & Resources, Exiros BV Sucursal Uruguay, ArcelorMittal, and Thyssenkrupp Steel Europe AG accounted for $ 276.2 million, or 22.3 %, $ 159.6 million, or 12.9 %, $ 128.2 million, or 10.4 % and $ 125.5 million, or 10.1 % of total revenues, respectively. During the year ended December 31, 2018, Xcoal Energy & Resources, Exiros BV Sucursal Uruguay and Huettenwerke Krupp Mannesmann GmbH accounted for $ 203.6 million, or 15.1 %, $ 148.5 million, or 11.0 %, and $ 141.3 million, or 10.5 % of total revenues, respectively.
Revenue Recognition
Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied; for all contracts this occurs when control of the promised goods have been transferred to our customers. For coal shipments to domestic customers via rail, control is transferred when the railcar is loaded. For coal shipments to international customers via ocean vessel, control is transferred when the vessel is loaded at the Port of Mobile in Alabama. For natural gas sales, control is transferred when the gas has been transferred to the pipeline. Revenue is disaggregated between coal sales within the Company's mining segment and natural gas sales included in all other revenues, as disclosed in Note 20.
Our coal and gas sales generally include up to 45-day payment terms following the transfer of control of the goods to the customer. We typically do not include extended payment terms in our contracts with customers.
Trade Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable represent customer obligations that are derived from revenue recognized from contracts with customers. Credit is extended based on an evaluation of the individual customer's financial condition. The Company maintains trade credit insurance on the majority of its customers and the geographic regions of coal shipments to these customers. In some instances, the Company requires letters of credit, cash collateral or prepayments from its customers on or before shipment to mitigate the risk of loss. These efforts have consistently resulted in the Company recognizing no historical credit losses. The Company also has never had to have a claim against its trade credit insurance policy.
In order to estimate the allowance for credit losses on trade accounts receivable, the Company utilizes an aging approach in which potential impairment is calculated based on how long a receivable has been outstanding (e.g., current, 1-31, 31-60, etc.). The Company calculates an expected credit loss rate based on the Company’s historical credit loss rate, the risk characteristics of our customers, and the current metallurgical coal and steel market environments. As of December 31, 2020, the estimated allowance for credit losses was immaterial and did not have a material impact on the Company's financial statements.
F-11
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Shipping and Handling
Costs incurred to transport coal to the point of sale at the Port of Mobile, Alabama, are included in cost of sales and the gross amounts billed to customers, if any, to cover shipping and handling to the ultimate/final destination are included in sales.
Cash and Cash Equivalents
Cash and cash equivalents include short-term deposits and highly liquid investments that have original maturities of three months or less when purchased and are stated at cost, which approximates fair value.
Short-Term Investments
Instruments with maturities greater than three months, but less than twelve months, are included in short-term investments. The Company purchases United States Treasury bills with maturities ranging from six to twelve months which are classified as held to maturity and are carried at amortized cost, which approximates fair value. The Company also purchases fixed income securities and certificates of deposits with varying maturities that are classified as available for sale and are carried at fair value. Securities classified as held to maturity securities are those securities that management has the intent and ability to hold to maturity.
As of December 31, 2020 and 2019, the Company’s short-term investments of $ 8.5 million and $ 14.7 million, respectively, consisted of cash and fixed income securities. The short-term investments are posted as collateral for the self-insured black lung related claims asserted by or on behalf of former employees of Walter Energy, Inc. ("Walter Energy") and its subsidiaries, which were assumed by the Company and relate to periods prior to March 31, 2016.
Inventories
Inventories are valued at the lower of cost or net realizable value. Coal inventory costs include labor, supplies, equipment costs, operating overhead, freight, royalties, depreciation and depletion and other related costs. Coal inventories are valued using the first-in, first-out (“FIFO”) inventory valuation method. The valuation of coal inventories is subject to estimates due to possible gains and losses resulting from inventory movements from the mine site to storage facilities, inherent inaccuracies in belt scales and aerial surveys used to measure quantities and fluctuations in moisture content. Periodic adjustments to coal tonnages on hand are made for an estimate of coal shortages and overages due to these inherent gains and losses, primarily based on historical results from aerial surveys and periodic coal pile clean-ups. Supplies inventories are valued using the average cost method of accounting. Management evaluates its supplies inventory in terms of excess and obsolete exposures which includes such factors as anticipated usage, inventory turnover, inventory levels and ultimate market value. A reserve for excess and obsolete supplies inventory is established and charged to cost of sales in the Statements of Operations.
Deferred Longwall Move Expenses
Direct costs, including labor and supplies, associated with moving longwall equipment and the related equipment refurbishment costs are deferred and included in prepaid expenses. These deferred costs are amortized on a units-of-production basis into cost of sales over the life of the subsequent panel of coal mined by the longwall equipment. See Note 4 for further disclosures related to deferred longwall move expenses.
Advanced Mining Royalties
Lease rights to coal reserves are often acquired in exchange for royalty payments. Advance mining royalties are advance payments made to lessors under terms of mineral lease agreements that are recoupable against future production royalties. These advance payments are deferred and charged to operations as the coal reserves are mined. Advance mining royalties are included in other long-term assets.
F-12
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is recorded principally on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line method over the lesser of the useful life of the improvement or the remaining lease term. Estimated useful lives used in computing depreciation expense range from three to ten years for machinery and equipment, and from fifteen to thirty years for land improvements and buildings. Well life is used to estimate the useful life for gas properties and related development, and mine life is used for amortizing mine development costs. Gains and losses upon disposition are reflected in the Statements of Operations in the period of disposition. Maintenance and repair expenditures are charged to cost of sales as incurred.
Deferred Mine Development
Costs of developing new underground mines and certain underground expansion projects are capitalized. Underground development costs, which are costs incurred to make the coal physically accessible, may include construction permits and licenses, mine design, construction of access roads, main entries, airshafts, roof protection and other facilities. Mine development costs are amortized primarily on a units-of-production basis over the estimated reserve tons directly benefiting from the capital expenditures. Costs amortized during the production phase of a mine are capitalized into inventory and expensed to cost of sales as the coal is sold. Coal sales revenue related to incidental production during the development phase are recorded as sales with an offset to cost of sales based on the estimated cost per ton sold for the mine when the asset is in place for its intended use.
Owned and Leased Mineral Interests
Costs to obtain coal reserves and lease mineral rights are capitalized based on cost or the fair value at acquisition and depleted using the units-of-production method over the life of proven and probable reserves. Lease agreements are generally long-term in nature (original terms range from 10 to 50 years) and substantially all of the leases contain provisions that allow for automatic extension of the lease term provided certain requirements are met. Depletion expense was $ 9.3 million, $ 9.9 million, and $ 9.6 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively, and is included in depreciation and depletion in the accompanying Statements of Operations.
Asset Retirement Obligations
The Company has certain asset retirement obligations primarily related to mine closing reclamation costs, perpetual water care costs and other costs associated with dismantling and removing facilities. Asset retirement obligations are determined for each mine using various estimates and assumptions, including estimates of disturbed acreage as determined from engineering data, estimates of future costs to reclaim the disturbed acreage and the timing of related cash flows, discounted using a credit-adjusted, risk-free rate. The Company's asset retirement obligations also include estimates to reclaim gas wells in accordance with the Oil and Gas Board of Alabama. On at least an annual basis, the Company reviews the entire asset retirement obligation liability and makes necessary adjustments for permit changes, the anticipated timing of mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience. As changes in estimates occur, the carrying amount of the obligation and asset are revised to reflect the new estimate after applying the appropriate credit-adjusted, risk-free discount rate. The future costs of these obligations are accrued at the estimated fair value in the period in which they are incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. For sites where there is no asset, expense or income is recognized for changes in estimates.
Capitalized asset retirement costs are amortized on a units-of-production basis over the estimated reserves. Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the producing asset, typically as production declines. Accretion is included in cost of sales on the Statements of Operations.
Accrued mine closing costs, perpetual care costs and reclamation costs and other costs of dismantling and removing facilities are regularly reviewed by management and revised for changes in future estimated costs and regulatory requirements, as necessary. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset. For some operations, adjustments to the liability are recognized as income or expense in the period the adjustment is recorded as no asset was recorded to offset the liability established during acquisition accounting related to the acquisition of certain assets of Walter
F-13
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Energy as the operations were idle at that time. Any difference between the recorded obligation and the actual cost of reclamation is recorded in profit or loss in the period the obligation is settled. See Note 8 for further disclosures related to asset retirement obligations.
Impairment of Long-Lived Assets
Property, plant and equipment and other long-lived assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that would indicate possible impairment. When impairment indicators exist, the Company uses an estimate of the future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, impairment is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group. Fair value is generally determined using market quotes, if available, or a discounted cash flow approach. The Company’s estimate of future undiscounted cash flows is based on assumptions including long-term met coal pricing forecasts, anticipated production volumes and mine operating costs for the life of the mine or estimated useful life of the asset.
Equity Award Compensation
The Company accounts for equity award-based compensation to employees and non-employee/directors in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. The Company recognizes forfeitures as they occur. The Company recognizes compensation expense associated with equity awards for all awards made to employees as the requisite service, performance and market vesting conditions are met. For units granted containing only service and performance conditions, the fair value of the award is equal to the market price of the Company's common stock at the date of grant. For units granted containing only a market condition, the fair value of the award is determined utilizing a Monte Carlo simulation model which incorporates the total stockholder return hurdles set for each grant.
Compensation expense for equity awards with a service-only condition is recognized over the employee’s requisite service period using a graded vesting method. For awards with a performance condition that affects vesting, the performance condition is not considered in determining the award’s grant-date fair value; however, the performance conditions are considered when estimating the quantity of awards that are expected to vest. No compensation expense is recorded for awards with performance conditions until the performance condition is determined to be probable of achievement. For awards with a market condition that affects vesting, the market condition is considered in determining the award’s grant-date fair value. Compensation expense for awards with a market condition is recognized straight-line over the derived or implied service period.
Compensation expense for equity awards is included in cost of sales (exclusive of items shown separately below) and selling, general and administrative in the accompanying Statements of Operations.
Deferred Financing Costs
The costs to obtain new debt financing or amend existing financing agreements are deferred and amortized to interest expense over the life of the related indebtedness or credit facility using the straight-line method. As of December 31, 2020 and December 31, 2019, there were $ 2.7 million of unamortized origination fees related to the ABL Facility (as defined in Note 13) in other long-term assets on the accompanying Balance Sheet. As of December 31, 2020 and December 31, 2019 there were $ 3.5 million and $ 4.2 million, respectively, of unamortized deferred financing costs and debt discount, net, related to the Notes (as defined in Note 13), which is presented as a net deduction from the carrying amount of the debt recognized in the accompanying Balance Sheet.
Income Taxes
The Company records a tax provision for the expected tax effects of the reported results of operations. The provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax impact of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred income tax assets to the
F-14
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
amount that is believed more likely than not to be realized. When the Company concludes that all or part of the net deferred income tax assets are not realizable in the future, the Company makes an adjustment to the valuation allowance that is charged to earnings in the period that such determination was made.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy has been established for valuing assets and liabilities based on how transparent (observable) the inputs are that are used to determine fair value, with the inputs considered most observable categorized as Level 1 and those that are the least observable categorized as Level 3. Hierarchy levels are defined as follows:
Level 1: Quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
Leases
The Company determines if an arrangement is a lease at inception. The Company has an accounting policy election that leases with an initial term of 12 months or less remain off its balance sheet and lease payments are recognized in the Statements of Operations on a straight-line basis over the lease term. A right-of-use asset represents the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. For purpose of calculating such present values, lease payments include components that vary based on an index or rate, using the prevailing index or rate at the commencement date and exclude components that vary based upon other factors. For those leases that do not contain a readily determinable implicit rate, the Company uses its incremental borrowing rate at commencement to determine the present value of lease payments. Variable lease payments not included within lease contracts are expensed as incurred. The Company's leases may include options to extend or terminate the lease, and such options are reflected in the term when their exercise is reasonably certain. Lease expense is recognized on a straight-line basis over the lease term.
New Accounting Pronouncements
The Company adopted Accounting Standards Update ("ASU") 2016-13, "Financial Instruments-Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments" as of January 1, 2020 using the modified retrospective approach.
The ASU requires the use of an “expected loss” model for instruments measured at amortized cost, in which companies will be
required to estimate the lifetime expected credit loss and record an allowance to offset the amortized cost basis, resulting in a
net presentation of the amount expected to be collected on the financial asset. The adoption of the new standard did not have a
material impact on the Company's financial statements, including accounting policies, processes and systems.
In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The ASU is effective for fiscal years beginning after December 15, 2020. The Company expects to adopt the standard as of January 1, 2021 with no material impact to the Company's results of operations, financial condition, cash flows or financial statement presentation.
F-15
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3— Inventories, net
Inventories, net are summarized as follows (in thousands):
December 31, 2020 December 31, 2019
Coal $ 86,272 $ 69,064
Raw materials, parts, supplies and other, net 32,441 28,837
Total inventories, net $ 118,713 $ 97,901
Note 4— Prepaid Expenses and Other
Prepaid expenses and other consisted of the following (in thousands):
December 31, 2020 December 31, 2019
Deferred longwall move expenses $ 22,972 $ 15,621
Prepaid insurance 3,832 3,631
Prepaid deposits 6,937 345
Other 6,169 4,247
Total prepaid expenses and other $ 39,910 $ 23,844
Note 5— Mineral Interests and Property, Plant and Equipment, net
Mineral interests totaled $ 144.2 million and $ 144.2 million and the related accumulated depletion totaled $ 43.4 million and $ 34.1 million as of December 31, 2020 and December 31, 2019, respectively.
Property, plant and equipment are summarized as follows (in thousands):
December 31, 2020 December 31, 2019
Land $ 71,886 $ 72,267
Land improvements 18,024 18,026
Building and leasehold improvements 77,556 74,342
Mine development and infrastructure costs 29,893 13,315
Machinery and equipment 679,393 614,687
Financing lease right of use asset 56,528 44,996
Construction in progress 82,367 42,106
Total 1,015,647 879,739
Less: Accumulated depreciation ( 378,539 ) ( 273,539 )
Property, plant and equipment, net $ 637,108 $ 606,200
Depreciation and depletion expense was $ 118.1 million, $ 97.3 million, and $ 97.2 million, for the years ended December 31, 2020 and December 31, 2019, and December 31, 2018, respectively.
Note 6— Other Long-Term Assets
Other long-term assets consisted of the following (in thousands):
F-16
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2020 December 31, 2019
Advance mining royalties $ 7,305 $ 8,976
ABL Facility origination fees 2,667 2,723
Other 4,146 6,543
Total other long-term assets $ 14,118 $ 18,242
Note 7— Income Taxes
On March 27, 2020, former President Trump signed and enacted into law the Coronavirus Aid, Relief and
Economic Security Act (the "CARES Act"). The CARES Act, among other things, provides temporary relief from certain
aspects of the Tax Cuts and Jobs Act of 2017 that had imposed limitations on the utilization of certain losses, interest expense
deductions and alternative minimum tax ("AMT") credits. The CARES Act also provides opportunities for businesses to
improve their cash flows by obtaining refunds for prior taxable years and reducing their income and deferring payroll tax
liabilities for the current taxable year. Specifically, Section 2305 of the CARES Act accelerates the ability to receive refunds of
remaining AMT credits for tax years 2019, 2020 and 2021. During the third quarter of 2020, the Company received approximately $ 24.3 million for refunds of AMT credits. As of December 31, 2020, the Company had no current income tax receivable and no non-current income tax receivable for AMT credits.
Income Tax (Benefit) Expense
Income tax (benefit) expense consisted of the following (in thousands):
For the years ended December 31,
2020 2019 2018
Current
Federal $ ( 74 ) $ ( 3,151 ) $ ( 2,776 )
State 5 85 —
( 69 ) ( 3,066 ) ( 2,776 )
Deferred
Federal ( 16,731 ) 53,677 ( 176,141 )
State ( 3,344 ) 14,806 ( 46,897 )
( 20,075 ) 68,483 ( 223,038 )
Total $ ( 20,144 ) $ 65,417 $ ( 225,814 )
For the year ended December 31, 2020, we recognized an income tax benefit of $ 20.1 million or an effective tax rate of 36.0 %.
F-17
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Total income tax (benefit) expense differs from the expected tax (benefit) expense (computed by multiplying the U.S. federal statutory rate of 21% by (loss) income before income taxes) as a result of the following (in thousands):
For the years ended December 31,
2020 2019 2018
(Loss) income before income tax (benefit) expense $ ( 55,905 ) $ 367,116 $ 470,973
Tax (benefit) expense at statutory tax rate ( 11,740 ) 77,094 98,904
Effect of:
Depletion ( 1,504 ) ( 16,198 ) ( 18,227 )
Tax Cuts and Jobs Act impact — — ( 2,775 )
State and local income tax, net of federal effect ( 2,637 ) 11,747 14,897
Valuation allowance on deferred tax assets — — ( 312,493 )
Non-deductible transaction costs
— — 566
Impact of Walter Energy IRS Settlement (1)
— ( 6,615 ) —
IRC Section 451 marginal well credit ( 3,977 ) — ( 4,964 )
Other ( 286 ) ( 611 ) ( 1,722 )
Tax (benefit) expense recognized $ ( 20,144 ) $ 65,417 $ ( 225,814 )
(1) In the fourth quarter of 2019, an adjustment of $ 6.6 million was recorded to recognize additional alternative minimum tax credits, general business credits and NOLs available to the Company in connection with a settlement agreement between Walter Energy and the Internal Revenue Service.
Deferred Taxes
Deferred income tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Significant components of the Company's deferred income tax assets and liabilities were (in thousands):
December 31, 2020 December 31, 2019
Deferred income tax assets:
Net operating loss and credit carryforwards $ 253,756 $ 215,805
Inventory — 457
Asset retirement obligations 15,547 14,115
Black lung obligations 9,275 8,168
Accrued expenses 4,303 5,597
Other 3,614 3,649
Total deferred income tax assets 286,495 247,791
Deferred income tax liabilities:
Inventory ( 558 ) —
Prepaid expenses ( 10,470 ) ( 8,514 )
Property, plant and equipment ( 98,637 ) ( 82,539 )
Other ( 2,458 ) ( 2,441 )
Total deferred income tax liabilities ( 112,123 ) ( 93,494 )
Net deferred income tax asset $ 174,372 $ 154,297
The Company has federal net operating loss ("NOL") carryforwards of approximately $ 920.7 million as of December 31, 2020, of which $ 27.8 million are indefinite lived and the remainder expire predominantly in December 31, 2034 through December 31, 2036. The Company has state NOL carryforwards of approximately $ 995.8 million, of which
F-18
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
$ 27.8 million are indefinite lived and the remainder expire predominantly in December 31, 2029 through December 31, 2031. The increase in the federal and state NOLs from the prior year was primarily driven by the Company applying a 100%, first-year bonus depreciation for certain qualified equipment for tax purposes as allowed under the Tax Cuts and Jobs Act combined with the current year net loss. In addition, the Company has approximately $ 18.6 million of general business credits which begin to expire in December 31, 2027 and fully expire in December 31, 2040. The increase in the general business credits from the prior year is due to a $ 4.0 million income tax benefit from the Internal Revenue Code ("IRC") Section 451 Marginal Well Credit. The Marginal Well Credit is a production-based tax credit that provides a credit for qualified natural gas production. The credit is phased out when natural gas prices exceed certain levels.
Under the IRC of 1986, as amended (the "Code"), a company is generally allowed a deduction for NOLs against its federal taxable income. A company’s ability to deduct its NOLs and utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 of the Code if it undergoes an “ownership change” as defined in Section 382 or if similar provisions of state law apply. While the Company does not believe an ownership change has occurred since April 1, 2016, because the rules under Section 382 are highly complex and actions of the Company's stockholders which are beyond its control or knowledge could impact whether an ownership change has occurred, the Company cannot give you any assurance that another Section 382 ownership change has not occurred or will not occur in the future. As a result of the Company qualifying for the aforementioned exception, were the Company to have undergone a subsequent ownership change prior to April 1, 2018, its NOLs would effectively be reduced to zero. An ownership change after such date would severely limit the Company's ability to utilize its NOLs and other tax attributes.
Rights Agreement
On February 14, 2020, we adopted the Rights Agreement in an effort to prevent the imposition of significant limitations under Section 382 of the Code on our ability to utilize our current NOLs to reduce our future tax liabilities.
The Rights Agreement is intended to supplement the 382 Transfer Restrictions and is designed to serve the interests of all stockholders by preserving the availability of our NOLs and is similar to plans adopted by other companies with significant NOLs.
Pursuant to the Rights Agreement, one preferred stock purchase right (a “Right” or the “Rights”) will be distributed to stockholders of the Company for each share of common stock of the Company outstanding as of the close of business on February 28, 2020. Initially, these Rights will not be exercisable and will trade with the shares of common stock. If the Rights become exercisable, each Right will initially entitle stockholders to buy one one-thousandth of a share of a newly created series of preferred stock designated as “Series A Junior Participating Preferred Stock” at an exercise price of $ 31.00 per Right. While the Rights Agreement is in effect, any person or group that acquires beneficial ownership of 4.99 % or more of the common stock or any existing stockholder who currently owns 5.00 % or more of the common stock that acquires any additional shares of common stock (such person, group or existing stockholder, an "Acquiring Person") without approval from the Board would be subject to significant dilution in their ownership interest in the Company. In such an event, each Right will entitle its holder to buy, at the exercise price, common stock having a market value of two times the then current exercise price of the Right and the Rights held by such Acquiring Person will become void. The Rights Agreement also gives discretion to the Board to determine that someone is an Acquiring Person even if they do not own 4.99 % or more of the common stock but do own 4.99 % or more in value of the outstanding stock, as determined pursuant to Section 382 of the Code and the regulations promulgated thereunder. In addition, the Board has established procedures to consider requests to exempt certain acquisitions of the Company’s securities from the Rights Agreement if the Board determines that doing so would not limit or impair the availability of the NOLs or is otherwise in the best interests of the Company. The Board may redeem the Rights for $ 0.01 per Right at any time before any person or group triggers the Rights Agreement. The distribution of the Rights is not a taxable event for stockholders of the Company and will not affect the Company’s’ financial condition or results of operations (including earnings per share).
The Rights will expire on the earliest of (i) the close of business on February 14, 2023,(ii) the close of business on the first anniversary of the date of entry into the Rights Agreement, if stockholder approval of the Rights Agreement has not been received by or on such date, (iii) the time at which the Rights are redeemed as provided in the Rights Agreement, (iv) the time at which the Rights are exchanged as provided in the Rights Agreement, (v) the time at which the Board determines that the NOLs are fully utilized or no longer available under Section 382 of the Code, (vi) the effective date of the repeal of Section 382 of the Code if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs,
F-19
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
or (vii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in the Rights Agreement.
Valuation Allowance
The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. The Company establishes valuation allowances if it is not likely it will realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, the overall business environment, its historical financial results, the industry's historically cyclical financial results, its cumulative three-year income or loss position and potential current and future tax planning strategies.
At December 31, 2017, the Company had a valuation allowance established against its deferred income tax assets, which represented a full valuation allowance against its net deferred income tax assets. As of December 31, 2018, after considering all relevant factors, the Company concluded that its deferred income tax assets were more likely than not to be realized and released its valuation allowance against its net deferred income tax assets resulting in a $ 225.8 million income tax benefit.
As of December 31, 2020, the Company considered all positive and negative evidence and concluded that our deferred income tax assets remain more likely than not to be realized and a valuation allowance was not required. Certain factors, could change or circumstances could arise that could further limit or eliminate the amount of the available NOLs to the Company, such as an ownership change or an adjustment by a tax authority. Also, certain circumstances, such as the COVID-19 pandemic and the unknown duration and overall impact on our operations, including our failing to generate sufficient future taxable income from operations, could limit our ability to fully utilize our deferred tax assets before expiration.
The following table shows the balance of our valuation allowance and the associated activity during 2018:
December 31, 2018
Beginning balance $ 312,493
Addition/(Reduction) - current tax expense/(benefit) ( 86,679 )
Release $ ( 225,814 )
Ending balance $ —
Uncertain Tax Positions
The Company has filed income tax returns in the U.S. and in various state and local jurisdictions which are routinely examined by tax authorities in these jurisdictions. NOLs and carryforwards are subject to adjustments based on examination and the statute of limitations is currently open for all such loss and credit carryforwards. The Company had no unrecognized tax benefits or accruals for unrecognized tax benefits as of December 31, 2020 and 2019, respectively.
The Company did not record any interest or penalties associated with income taxes for years ended December 31, 2020, 2019 and 2018, respectively, but would record interest and penalties within income tax expense.
Note 8— Asset Retirement Obligations
Changes in the asset retirement obligations (“ARO”) were as follows (in thousands):
F-20
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2020 December 31, 2019
Balance at Beginning of Period $ 56,206 $ 61,824
Accretion expense 3,004 3,169
Revisions to estimates 2,973 ( 7,825 )
Obligations settled ( 276 ) ( 962 )
Balance at End of Period $ 61,907 $ 56,206
The portion of costs expected to be paid within a year as of December 31, 2020 is $ 4.4 million. The portion of costs expected to be incurred beyond one year as of December 31, 2020 is $ 57.6 million. There were no assets that were legally restricted for purposes of settling asset retirement obligations at December 31, 2020. Alabama's regulatory framework technically allows for self-bonding. However, as a practical matter, due to the onerous regulatory requirements for self-bonding, mining companies in Alabama utilize surety bonds, collateral bonds, or letters of credit to meet their financial assurance requirements. At December 31, 2020, the Company had outstanding surety bonds and letters of credit with parties for post-mining reclamation at all of its mining operations totaling $ 40.8 million, and $ 3.6 million for miscellaneous purposes.
For the year ended December 31, 2020 and December 31, 2019, the change to the liability was primarily attributable to the net impact of changes in discount rates and current estimates of the costs and scope of remaining reclamation work. For the years ended December 31, 2020 and December 31, 2019, $ 0.4 million or $ 0.01 per share and $ 11.1 million or $ 0.22 per share, respectively, of the adjustment to the liability was reflected as income in the period because there was no asset recorded to offset the adjustment to the respective liability. This portion of the liability relates to operations that were idle at the time of purchase accounting for the acquisition of certain assets of Walter Energy and no value was attributed to any asset as an offset for the asset retirement obligation.
Note 9— Accrued Expenses
Accrued expenses consisted of the following (in thousands):
December 31, 2020 December 31, 2019
Accrued wages and employee benefits $ 25,539 $ 38,680
Accrued operating expenses 46,285 14,014
Accrued royalties 3,484 3,304
Accrued freight 2,724 1,971
Accrued interest 4,981 4,635
Accrued non-income taxes 3,095 3,151
Total accrued expenses $ 86,108 $ 65,755
Note 10— Pneumoconiosis ("Black Lung") Obligations
The Company is responsible for medical and disability benefits for black lung disease under the Federal Coal Mine Health and Safety Act of 1969, as amended. Beginning on April 1, 2016 through May 31, 2018, the Company was insured under a guaranteed cost insurance policy, through a third-party insurance carrier, for black lung claims raised by any employee subsequent to the acquisition of certain assets of Walter Energy. Beginning on June 1, 2018 through May 31, 2020, the Company had a deductible policy where the Company is responsible for the first $ 0.5 million for each black lung claim. Since June 1, 2020, the Company has a deductible policy where the Company is responsible for the first $ 1.0 million for each black lung claim.
In addition, in connection with the acquisition of certain assets of Walter Energy, the Company assumed all black lung liabilities of Walter Energy and its U.S. subsidiaries incurred prior to March 31, 2016, for which the Company is self-insured. Due to a limited operating history as a stand-alone company and as a result of being self-insured for these historical black lung claims, the Department of Labor required the Company to post $ 17.0 million in the form of Treasury bills or surety bonds as collateral, in addition to maintaining a black lung trust acquired in the Walter Energy acquisition. We received a letter from the Department of Labor on February 21, 2020 under its new process for self-insurance renewals that would require us to increase
F-21
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
the amount of collateral posted to $ 39.8 million, but we have appealed such increase. As of December 31, 2020, the Company had $ 17.0 million of surety bonds and $ 8.5 million of collateral recognized as short term investments. As of December 31, 2019, the Company had $ 17.0 million of surety bonds and $ 14.5 million of collateral recognized as short term investments. There were also $ 3.0 million and $ 3.3 million of assets held in a black lung trust, which is offset against the long-term portion of the black lung obligations within the Balance Sheet as of December 31, 2020 and December 31, 2019, respectively. The estimated total black lung liabilities (net of black lung trust assets) were $ 36.9 million as of December 31, 2020, of which $ 2.4 million is classified in other current liabilities and the remainder of $ 34.6 million is shown as a long-term liability in a separate line item in the Consolidated Balance Sheet. For the year ended December 31, 2019, the estimated black lung liabilities (net of the black lung trust assets) were $ 32.5 million, of which $ 2.3 million is classified in other current liabilities and $ 30.2 million is displayed as a long-term liability in a separate line item in the Balance Sheet. Accretion of the black lung liabilities is included in cost of other revenues on the Statements of Operations. The Company performs an annual evaluation of its black lung liabilities at each balance sheet date. The calculation uses assumptions regarding rates of successful claims, discount factors, benefit increases and mortality rates, among others.
Note 11— Employee Benefit Plans
Defined Contribution Plans
The Company sponsors a defined contribution plan to assist its eligible employees in providing for retirements. Generally, under the terms of the plan, employees make voluntary contributions through payroll deductions and the Company makes matching contributions, as defined by the plan. Contributions to these defined contribution plans amounted to $ 3.0 million for the year ended December 31, 2020, $ 2.9 million for the year ended December 31, 2019 and $ 3.1 million for the year ended December 31, 2018 accounted for in cost of sales and selling, general and administrative costs.
Collective Bargaining Agreement
In connection with the acquisition of certain assets of Walter Energy, the Company negotiated a new initial collective bargaining agreement (“CBA”) with the United Mine Workers of America ("UMWA") (the “UMWA CBA”), which was ratified by UMWA’s members on February 16, 2016 and expires on March 31, 2021. Approximately 67.2 % and 68.2 % of the Company's employees were represented by the UMWA as of December 31, 2020 and December 31, 2019, respectively.
Note 12— Equity Award Plans
Warrior Met Coal, LLC 2016 Equity Incentive Plan
The Company adopted the Warrior Met Coal, LLC 2016 Equity Incentive Plan (the “2016 Equity Plan”). Under the 2016 Equity Plan, employees, directors and officers of the Company were granted equity interests in Warrior Met Coal, LLC in the form of restricted shares and phantom shares.
The restricted shares have certain service-based, performance-based and market-based vesting conditions, including the occurrence of an initial public offering or a change in control as set forth in the 2016 Equity Plan and the applicable award agreements. As of December 31, 2020, 805,083 shares were issued, of which, approximately 30,199 have been forfeited, 722,663 have vested and 52,221 remain unvested. Upon effectiveness of the 2017 Equity Plan (defined below), no further awards were granted under the 2016 Equity Plan.
Restricted shares were issued proportionally as Tranche A, Tranche B and Tranche C shares. Tranche B and C shares fully vested in 2017.
As of December 31, 2020, 268,352 Tranche A shares were issued, of which, approximately 25,551 have been forfeited, 190,580 have vested and 52,221 remain unvested. The Tranche A shares have service and performance based vesting conditions and the awards vest in equal installments on each of the first five anniversaries of the grant date that occurs prior to an IPO and thereafter, subject to the employee’s continued employment or the director’s continued service with the Company. Vesting is conditioned and contingent upon at least 50 % of the shares originally acquired in the acquisition of certain assets of Walter Energy having been disposed of to an independent third party, whether before or after an IPO. In the event of a change in control, any Tranche A shares that have not previously vested shall become fully vested at the time of such change in control, subject to the employee’s continued employment or the director's continued service with the Company through the change in
F-22
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
control date. During the second quarter of 2018, certain stockholders of the Company sold in two separate transactions an aggregate of 13,000,000 shares of the Company's common stock in public secondary offerings (see Note 17). In connection with the first of these secondary offerings, the performance based vesting condition was met resulting in approximately $ 3.6 million of incremental stock compensation expense in 2018. The remaining awards shall vest over the remaining time based vesting conditions.
The Company recognized stock compensation expense of $ 0.3 million for the year ended December 31, 2020 associated with the Tranche A shares. As of December 31, 2020, unrecognized compensation expense related to the 2016 Equity Plan amounted to approximately $ 0.1 million.
Holders of phantom shares have the right to receive shares of the Company on the earlier of (i) a change in control as defined by the 2016 Equity Plan or (ii) the fifth anniversary of the grant date of the phantom share. The phantom shares are settled in the Company’s shares. As of December 31, 2020, there were 43,580 phantom shares issued to a director of the Company, all of which were fully vested upon issuance.
Warrior Met Coal, Inc. 2017 Equity Incentive Plan
In connection with the Company's initial public offering, the Company adopted the Warrior Met Coal, Inc. 2017 Equity Incentive Plan (the “2017 Equity Plan”). Awards previously issued and outstanding under the 2016 Equity Plan will continue to be governed by the 2016 Equity Plan. However, no further awards will be granted under the 2016 Equity Plan.
Under the 2017 Equity Plan, directors, officers, employees, consultants and advisors and those of affiliated companies, as well as those who have accepted offers of employment or consultancy from the Company or the Company’s affiliated companies, may be granted equity interest in Warrior Met Coal, Inc. in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and performance awards.
The total number of shares of common stock, including incentive stock options, available for grant of awards under the 2017 Equity Plan as of December 31, 2020 is 4,977,874 . If any outstanding award expires, is canceled, forfeited, or settled in cash, the shares allocable to that award will again be available for grant under the 2017 Equity Plan.
As of December 31, 2020, the equity awards granted under the 2017 Equity Plan are comprised of common stock, restricted stock awards, and restricted stock unit awards. The Company recognized stock compensation expense of $ 7.3 million for the year ended December 31, 2020 associated with awards granted under the 2017 Equity Plan. Unrecognized compensation expense related to the 2017 Equity Plan amounted to approximately $ 3.5 million as of December 31, 2020.
A summary of activity related to restricted stock unit award grants under the 2017 Equity Incentive Plan during the year ended December 31, 2020 is as follows:
Shares Weighted Average Grant Date Fair Value
Non-vested at December 31, 2019 503,892 $ 21.57
Granted 477,703 $ 12.38
Canceled ( 633 ) $ 22.21
Forfeited ( 16,267 ) $ 18.42
Vested ( 165,455 ) $ 26.04
Outstanding at December 31, 2020 799,240
F-23
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 13— Debt
Debt consisted of the following (in thousands):
December 31, 2020 December 31, 2019 Weighted Average Interest Rate at December 31, 2020 Final Maturity
Senior secured notes $ 343,435 $ 343,435 8 % 2024
ABL facility 40,000 — 4 % 2023
Debt discount, net ( 3,527 ) ( 4,246 )
Total debt 379,908 339,189
Less: current debt — —
Total long-term debt $ 379,908 $ 339,189
The Company's minimum debt repayment schedule, excluding interest, as of December 31, 2020 is as follows (in thousands):
Payments Due
2020 2021 2022 2023 2024 Thereafter
Senior secured notes $ — $ — $ — $ — $ 343,435 $ —
ABL facility — — — 40,000 — —
Total $ — $ — $ — $ 40,000 $ 343,435 $ —
ABL Facility
On October 15, 2018, the Company entered into an Amended and Restated Asset-Based Revolving Credit Agreement, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders from time to time party thereto and Citibank, N.A, as administrative agent and collateral agent (in such capacities, the "Agent"), which amended and restated in its entirety the existing ABL Facility, and, among other things (i) increased the aggregate commitments available to be borrowed under the ABL Facility to $ 125.0 million, (ii) extended the maturity date of the ABL Facility to October 15, 2023, (iii) decreased the applicable interest rate margins with respect to the loans and the applicable fees in connection with the issuance of letters of credit, and (iv) amended certain covenants and other terms and provisions.
On December 19, 2019, the Company entered into an Amendment No. 2 to the Amended and Restated Credit Agreement (the “Second Amendment”), which, among other things, amended the definitions of Fixed Charges and Fixed Charge Coverage Ratio in the Amended and Restated Credit Agreement to generally conform to the corresponding definitions in the Indenture (as defined below), solely for purposes of incurring unsecured debt based upon the Fixed Charge Coverage Ratio and added customary language in connections with the Qualified Financial Contract Stay Rules.
On July 20, 2020, we entered into an Amendment No. 3 to the Amended and Restated Credit Agreement (the "Third Amendment"), which among other things (i) clarified certain definitions related to the calculation of the borrowing base and (ii) decreased the aggregate commitments available to be borrowed under the ABL Facility to $ 120.0 million on February 28, 2021.
Under the ABL Facility, up to $ 10.0 million of the commitments may be used to incur swingline loans from Citibank and up to $ 50.0 million of the commitments may be used to issue letters of credit. The ABL Facility will mature on October 15, 2023. As of December 31, 2020, the Company had an aggregate principal amount of $ 40.0 million drawn under the ABL Facility and there were $ 9.4 million of letters of credit issued and outstanding under the ABL Facility. At December 31, 2020, the Company had $ 31.6 million of availability under the ABL Facility.
The ABL Facility contains customary covenants for asset-based credit agreements of this type, including among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the existence or incurrence
F-24
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
of certain indebtedness; (iii) restrictions on the existence or incurrence of certain liens; (iv) restrictions on making certain restricted payments; (v) restrictions on making certain investments; (vi) restrictions on certain mergers, consolidations and asset dispositions; (vii) restrictions on certain transactions with affiliates; and (viii) restrictions on modifications to certain indebtedness. Additionally, the ABL Facility contains a springing fixed charge coverage ratio of not less than 1.00 to 1.00, which ratio is tested if availability under the ABL Facility is less than a certain amount. As of December 31, 2020, the Company was not subject to this covenant. Subject to customary grace periods and notice requirements, the ABL Facility also contains customary events of default.
The Company was in compliance with all applicable covenants under the ABL Facility as of December 31, 2020.
Senior Secured Notes
On November 2, 2017, the Company consummated a private offering (the “Offering”) of $ 350.0 million aggregate principal amount of 8.00 % Senior Secured Notes due 2024 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act. The Company used the net proceeds of approximately $ 340.0 million from the Offering, together with cash on hand of approximately $ 260.0 million, to pay a special cash dividend of approximately $ 600.0 million, or $ 11.21 per share, to all of its stockholders on a pro rata basis (the "November Special Dividend").
On March 1, 2018, the Company issued $ 125.0 million in aggregate principal amount of its 8.00 % Senior Secured Notes due 2024 (the "New Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"). The New Notes were issued at 103.00 % of the aggregate principal amount thereof, plus accrued interest from November 2, 2017. The New Notes were issued as "Additional Notes" under the indenture dated as of November 2, 2017 (the "Original Indenture") among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (the "Trustee") and priority lien collateral trustee (the "Priority Lien Collateral Trustee"), as supplemented by the First Supplemental Indenture, dated as of March 1, 2018 (the "First Supplemental Indenture" and, the Original Indenture as supplemented thereby, the "Indenture"). The New Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Company used the net proceeds of the offering of the New Notes, together with cash on hand of $ 225.0 million, to pay a special dividend of approximately $ 350.0 million, or $ 6.53 per share, to all of its stockholders on a pro rata basis on April 20, 2018 (the "April Special Dividend").
In connection with the issuance of the New Notes, the Company incurred transaction costs of $ 6.4 million for the year ended December 31, 2018, which consists of legal fees and structuring fees, and is included in transaction and other expenses in the Statements of Operations. In addition, the Company incurred debt issuance costs of approximately $ 3.7 million, which consists of consent solicitation fees paid to holders of the Existing Notes (as defined below), and is included in long-term debt in the Balance Sheet.
The New Notes and the $ 350.0 million in aggregate principal amount of the Company’s existing 8.00 % Senior Secured Notes due 2024 (the “Existing Notes” and, together with the New Notes, the "Notes"), rank pari passu in right of payment and constitute a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions, offers to purchase and collateral matters, and are fungible (except that the New Notes issued pursuant to Regulation S traded separately under different CUSIP/ISIN numbers until 40 days after the issue date, but thereafter any such holders may transfer their New Notes pursuant to Regulation S into the same CUSIP/ISIN numbers as the Existing Notes issued pursuant to Regulation S).
The Notes will mature on November 1, 2024 and interest is payable on May 1 and November 1 of each year, commencing May 1, 2018. The Notes are fully and unconditionally guaranteed on a joint and several basis by each of the Company's direct and indirect wholly-owned domestic restricted subsidiaries that are guarantors under the ABL Facility (subject to customary release provisions).
The Notes are redeemable at the Company's option, in whole or in part, from time to time, on or after November 1, 2020, at redemption prices specified in the indenture, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company is also required to make offers to purchase the Notes (i) at a purchase price of 101.00 % of the principal
F-25
WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
amount thereof in the event it experiences specific kinds of change of control triggering events, (ii) at a purchase price of 103.00 % of the principal amount thereof prior to making certain restricted payments, and (iii) at a purchase price of 100.00 % of the principal amount thereof in the event it makes certain asset sales or dispositions and does not reinvest the net proceeds therefrom or use such net proceeds to repay certain indebtedness, in each case, plus accrued and unpaid interest, if any, to, but excluding the date of purchase.
Offer to Purchase the Notes
On February 21, 2019, the Company commenced an offer to purchase (the “Restricted Payment Offer”), in cash, up to $ 150,000,000 principal amount of its outstanding Notes, at a repurchase price of 103 % of the aggregate principal amount of such Notes, plus accrued and unpaid interest with respect to such Notes to, but not including, the date of repurchase (the “Restricted Payment Repurchase Price”). Concurrently with, but separate from, the Restricted Payment Offer, the Company commenced a cash tender offer (the “Tender Offer” and, together with the Restricted Payment Offer, the “Offers”) to purchase up to $ 150,000,000 principal amount of the Notes at a repurchase price of 104.25 % of the aggregate principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase (the “TO Repurchase Price”). The Offers expired on March 22, 2019 (the “Expiration Date”).
Restricted Payment Offer
As of the Expiration Date, $ 1,900,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer. Pursuant to the terms of the Restricted Payment Offer:
(1) an automatic pro ration factor of 31.5789 % was applied to the $ 1,900,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $ 1,000 ), which resulted in $ 599,000 aggregate principal amount of the Notes (the “RP Pro-Rated Tendered Notes”);
(2) the Company accepted all $ 599,000 aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash; and
(3) the remaining balance of $ 1,301,000 aggregate principal amount of the Notes tendered that were not RP Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.
The Company consummated the Restricted Payment Offer on March 25, 2019.
Accordingly, pursuant to the terms of the Indenture, the Company was permitted to make one or more restricted payments in the form of special dividends to holders of the Company’s common stock and/or repurchases of the Company’s common stock in the aggregate amount of up to $ 299,401,000 (the "RP Basket") without having to make another offer to repurchase Notes. The Company used a portion of the RP Basket to pay the April 2019 Special Dividend (as defined below) and intends to use the remainder of the RP Basket to make repurchases under the New Stock Repurchase Program (as defined below).
Tender Offer
As of the Expiration Date, $ 415,099,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. Pursuant to the terms of the Tender Offer:
(1) an automatic pro ration factor of 31.5789 % was applied to the $ 415,099,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Tender Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $ 1,000 ), which resulted in $ 130,966,000 aggregate principal amount of the Notes (the “TO Pro-Rated Tendered Notes”);
(2) the Company accepted all $ 130,966,000 aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash; and
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
(3) the remaining balance of $ 284,133,000 aggregate principal amount of the Notes tendered that were not TO Pro-Rated Tendered Notes were not accepted for payment and were returned to the tendering holder of the Notes.
The Company consummated the Tender Offer on March 26, 2019.
In connection with the payments for the RP Pro-Rated Tendered Notes and the TO Pro-Rated Tendered Notes, the Company recognized a loss on early extinguishment of debt of $ 9.8 million during the year ended December 31, 2019.
Note 14— Leases
The Company primarily enters into rental agreements for certain mining equipment that are for periods of 12 months or less, some of which include options to extend the leases. Leases that are for periods of 12 months or less are not recorded on the balance sheet in accordance with the Company's accounting policy election described in Note 2. The Company recognizes lease expense on these agreements on a straight-line basis over the lease term. Additionally, the Company has certain finance leases for mining equipment that expire over various contractual periods. These leases have remaining lease terms of one to five years and do not include an option to renew. Amortization expense for finance leases is included in depreciation and depletion expense.
Supplemental balance sheet information related to leases was as follows (in thousands):
December 31, 2020 December 31, 2019
Finance lease right-of-use assets, net (1)
$ 46,746 $ 40,227
Finance lease liabilities
Current 14,385 10,146
Noncurrent 24,091 25,528
Total finance lease liabilities $ 38,476 $ 35,674
Weighted average remaining lease term - finance leases (in months) 42.9 44.7
Weighted average discount rate - finance leases (2)
5.77 % 6.02 %
(1) Finance lease right-of-use assets, recorded net of accumulated amortization of $ 9.8 million and $ 4.8 million, are included in property, plant and equipment, net in the Balance Sheets as of December 31, 2020 and December 31, 2019, respectively. See Note 5 for additional disclosure.
(2) When an implicit discount rate is not readily available in a lease, the Company uses its incremental borrowing rate based on information available at the commencement date when determining the present value of lease payments.
The components of lease expense were as follows (in thousands):
For the year ended December 31,
2020 2019
Operating lease cost (1):
$ 2,980 $ 2,527
Finance lease cost:
Amortization of leased assets 12,730 11,202
Interest on lease liabilities 1,988 1,761
Net lease cost $ 17,698 $ 15,490
(1) Includes leases that are for periods of 12 months or less.
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Maturities of lease liabilities were as follows (in thousands):
Finance Leases (1)
2021 $ 16,276
2022 12,555
2023 10,774
2024 2,557
2025 732
Thereafter —
Total 42,894
Less: amount representing interest ( 4,418 )
Present value of lease liabilities $ 38,476
(1) Finance lease payments include $ 1.6 million of future payments required under signed lease agreements that have not yet commenced.
Supplemental cash flow information related to leases was as follows (in thousands):
For the year ended December 31,
2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases $ 1,988 $ 1,761
Financing cash flows from finance leases $ 14,237 $ 17,273
Non-cash right-of-use assets obtained in exchange for lease obligations:
Finance leases $ 18,967 $ 45,523
As of December 31, 2020 the Company had additional commitments for finance leases, primarily for mining equipment, that have not yet commenced, of $ 1.6 million. These finance leases will commence during fiscal year 2021 with lease terms between one to two years .
Note 15— Related Party Transactions
In connection with the acquisition of certain assets of Walter Energy, the Company acquired a 50 % interest in Black Warrior Methane (“BWM”) and Black Warrior Transmission (“BWT”), which are accounted for under the proportionate consolidation method and equity method, respectively. The Company has granted the rights to produce and sell methane gas from its coal mines to BWM and BWT. The Company’s net investments in, advances to/from and equity in earnings or loss of BWT are not material to the Company. The Company supplied labor to BWM and incurred costs, including property and liability insurance, to support the joint venture. The Company charged the joint venture for such costs on a monthly basis, which were $ 2.6 million for the year ended December 31, 2020, $ 1.5 million for the year ended December 31, 2019, $ 3.2 million for the year ended December 31, 2018.
Note 16— Commitments and Contingencies
Environmental Matters
The Company is subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the construction and operation of its plants, mines and other facilities and with respect to remediating environmental conditions that may exist at its own and other properties.
The Company believes that it is in substantial compliance with federal, state and local environmental laws and regulations. The Company accrues for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and can be reasonably estimated. As of December 31, 2020 and December 31, 2019, there were no accruals for environmental matters other than asset retirement obligations for mine reclamation.
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Miscellaneous Litigation
From time to time, the Company is party to a number of lawsuits arising in the ordinary course of their businesses. The Company records costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on the Company’s future results of operations cannot be predicted with certainty as any such effect depends on future results of operations and the amount and timing of the resolution of such matters. As of December 31, 2020 and December 31, 2019, there were no items accrued for miscellaneous litigation.
Walter Canada Settlement Proceeds
On July 15, 2015, Walter Energy and certain of its wholly owned U.S. subsidiaries, including Jim Walter Resources, Inc. (“JWR”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Chapter 11 Cases”) in the Northern District of Alabama, Southern Division. On December 7, 2015, Walter Energy Canada Holdings, Inc., Walter Canadian Coal Partnership and their Canadian affiliates (collectively “Walter Canada”) applied for and were granted protection under the Companies’ Creditors Arrangement Act (the “CCAA”) pursuant to an Initial Order of the Supreme Court of British Columbia.
In connection with the Company’s acquisition of certain core operating assets of Walter Energy, the Company acquired a receivable owed to Walter Energy by Walter Canada for certain shared services provided by Walter Energy to Walter Canada (the “Shared Services Claim”) and a receivable for unpaid interest owed to Walter Energy from Walter Canada in respect of a promissory note (the “Hybrid Debt Claim”). Each of these claims were asserted by the Company in the Walter Canada CCAA proceedings. Walter Energy deemed these receivables to be uncollectable for the year ended December 31, 2015 and the Company did not assign any value to these receivables in acquisition accounting as collectability was deemed remote. In March 2020, the Company received approximately $ 1.8 million in settlement proceeds for the Shared Services Claim and
Hybrid Debt Claim and an additional $ 1.7 million in the fourth quarter of 2020, which are reflected as other income in the Statements of Operations. These settlement proceeds are in addition to the $ 22.8 million received in 2019 which are reflected as other income in the Statements of Operations. The collectability of additional amounts, if any, related to the Shared Services Claim and Hybrid Debt Claim depends on the outcome of, and the timing of any resolutions of, the Walter Canada CCAA proceedings and cannot be predicted with certainty.
Commitments and Contingencies—Other
The Company is party to various transportation and throughput agreements with rail and barge transportation providers and the Alabama State Port Authority. These agreements contain annual minimum tonnage guarantees with respect to coal transported from the mine sites to the Port of Mobile in Alabama, unloading of rail cars or barges, and the loading of vessels. If the Company does not meet its minimum throughput obligations, which are based on annual minimum amounts, it is required to pay the transportation providers or the Alabama State Port Authority a contractually specified amount per metric ton for the difference between the actual throughput and the minimum throughput requirement. At December 31, 2020 and December 31, 2019, the Company had no liability recorded for minimum throughput requirements.
Royalty Obligations
A substantial amount of the coal that the Company mines is produced from mineral reserves leased from third-party land owners. These leases convey mining rights to the Company in exchange for royalties to be paid to the land owner as either a fixed amount per ton or as a percentage of the sales price. Although coal leases have varying renewal terms and conditions, they generally last for the economic life of the reserves. Coal royalty expense was $ 49.5 million, $ 87.3 million, $ 101.0 million, for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively.
Note 17— Stockholders' Equity
New Stock Repurchase Program
On March 26, 2019, the Board approved the Company's second stock repurchase program (the “New Stock Repurchase Program”) that authorizes repurchases of up to an aggregate of $ 70.0 million of the Company's outstanding common stock. The Company fully exhausted its previous stock repurchase program (the "First Stock Repurchase Program") of $ 40.0 million of its outstanding common stock. The New Stock Repurchase Program does not require the Company to
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
repurchase a specific number of shares or have an expiration date. The New Stock Repurchase Program may be suspended or discontinued by the Board at any time without prior notice.
Under the New Stock Repurchase Program, the Company may repurchase shares of its common stock from time to time, in amounts, at prices and at such times as the Company deems appropriate, subject to market and industry conditions, share price, regulatory requirements and other considerations as determined from time to time by the Company. The Company’s repurchases may be executed using open market purchases or privately negotiated transactions in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act and repurchases may be executed pursuant to Rule 10b5-1 under the Exchange Act. Repurchases will be subject to limitations in the ABL Facility and the Indenture. The Company intends to fund repurchases under the New Stock Repurchase Program from cash on hand and/or other sources of liquidity.
During the year ended December 31, 2019, the Company repurchased 500,000 shares for approximately $ 10.6 million, leaving $ 58.8 million of share repurchases authorized under the New Stock Repurchase Program.
In light of the uncertainties resulting from COVID-19 and as a precautionary measure to preserve liquidity, the
Company has temporarily suspended its New Stock Repurchase Program. The Company will continue to monitor its liquidity in light of the COVID-19 pandemic and will consider when to reinstate the program.
First Stock Repurchase Program
On May 2, 2018, the Board approved the First Stock Repurchase Program that authorized repurchases of up to an aggregate of $ 40.0 million of the Company's outstanding common stock.
During the first quarter of 2019, the Company repurchased the remaining share repurchases authorized under the First Stock Repurchase Program for approximately $ 1.9 million.
Secondary Equity Offerings
On May 10, 2018 certain stockholders of the Company sold 8,000,000 shares of the Company's common stock in a public secondary offering at a price to the underwriter of $ 24.20 per share. The Company did not receive any of the proceeds from this offering. In connection with this offering, the Company repurchased 500,000 shares of common stock under the First Stock Repurchase Program, funded with cash on hand for the aggregate amount of $ 12.1 million (the "Stock Repurchase"). The shares repurchased by the Company in the Stock Repurchase are reflected as Treasury Stock on the Balance Sheets.
On June 14, 2018, certain stockholders of the Company sold 5,000,000 shares of the Company's common stock in a public secondary offering at a price to the underwriter of $ 28.35 per share. The Company did not receive any of the proceeds from the offering.
On August 8, 2018, certain stockholders of the Company sold 2,204,806 shares of the Company's common stock in a public secondary offering at a price to the underwriter of $ 25.40 per share. The Company did not receive any of the proceeds from the offering.
We refer to these offerings herein collectively as the "Secondary Equity Offerings." In connection with the Secondary Equity Offerings, we incurred transaction costs of approximately $ 2.7 million for the year December 31, 2018.
Note 18— Fair Value of Financial Instruments
The Company has no significant assets or other liabilities measured at fair value on a recurring basis as of December 31, 2020 or December 31, 2019. During the year ended December 31, 2020, there were no transfers between Level 1, Level 2 and Level 3. The Company uses quoted dealer prices for similar contracts in active over-the-counter markets for determining fair value of Level 2 liabilities.
The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Cash and cash equivalents, short-term investments, restricted cash, receivables and accounts payable— The carrying amounts reported in the Balance Sheet approximate fair value due to the short-term nature of these assets and liabilities.
Debt— The Company's outstanding debt is carried at cost. As of December 31, 2020, the Company had $ 40.0 million outstanding under the ABL Facility, with $ 31.6 million available, net of $ 9.4 million of letters of credit issued and outstanding at such time. The estimated fair value of the Notes is approximately $ 352.5 million based upon observable market data (Level 2) and the carrying amount of the ABL Facility approximates fair value as these securities are not traded.
Note 19— Net (Loss) Income per Share
The computation of basic net (loss) income per share is based on the number of weighted average common shares outstanding during the period. The computation of diluted net (loss) income per share is based on the weighted average number of shares outstanding plus the incremental shares that would be outstanding assuming issuance of restricted stock. The number of incremental shares is calculated by applying the treasury stock method. Basic and diluted net (loss) income per share was calculated as follows (in thousands, except per share data):
For the years ended December 31,
2020 2019 2018
Numerator:
Net (loss) income $ ( 35,761 ) $ 301,699 $ 696,787
Denominator:
Weighted-average shares used to compute net (loss) income per share—basic 51,168 51,363 52,812
Dilutive restricted stock awards and units (1)
— 130 106
Weighted-average shares used to compute net (loss) income per share—diluted 51,168 51,493 52,918
Net (loss) income per share—basic $ ( 0.70 ) $ 5.87 $ 13.19
Net (loss) income per share—diluted $ ( 0.70 ) $ 5.86 $ 13.17
(1) In periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share; therefore, the effect of dilutive securities is zero for such periods.
As of December 31, 2020, there were 281,588 restricted stock unit awards for which the service-based vesting conditions for these awards were not met as of the measurement date. As such, these awards were excluded from basic earnings per share.
As of December 31, 2020, there were 447,295 shares granted under the 2017 Equity Plan to employees, for which neither the service based nor performance based vesting conditions were met as of the measurement date. As such, these shares have been excluded from basic and diluted earnings per share.
As of December 31, 2020, there were 52,221 shares of common stock issued under the 2016 Equity Plan to certain directors and employees, for which the service based vesting conditions were not met as of the measurement date. As such, these awards were excluded from basic earnings per share.
As of December 31, 2020, there were 43,580 shares of common stock contingently issuable upon the settlement of a vested phantom unit award under the 2016 Equity Plan and 13,157 shares of common stock contingently issuable upon the settlement of a vested restricted stock unit award under the 2017 Equity Plan. The settlement date is the earlier of a change in control as described in the 2016 Equity Plan and 2017 Equity Plan or five years from the grant date. These awards are vested and as such have been included in the weighted-average shares used to compute basic and diluted net (loss) income per share.
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Dividends
On May 17, 2017, the Board adopted the Dividend Policy of paying a quarterly cash dividend of $ 0.05 per share. The Dividend Policy also states the following: In addition to the regular quarterly dividend and to the extent that the Company generates excess cash that is beyond the then current requirements of the business, the Board may consider returning all or a portion of such excess cash to stockholders through a special dividend or implementation of a stock repurchase program. Any future dividends or stock repurchases will be at the discretion of the Board and subject to consideration of a number of factors, including business and market conditions, future financial performance and other strategic investment opportunities. The Company will also seek to optimize its capital structure to improve returns to stockholders while allowing flexibility for the Company to pursue very selective strategic growth opportunities that can provide compelling stockholder returns.
The Company has paid a regular quarterly cash dividend of $ 0.05 per share every quarter since the Board adopted the Dividend Policy. As of December 31, 2020, the Company has paid $ 39.5 million of regular quarterly cash dividends under the Dividend Policy.
On April 3, 2018, the Board declared the April Special Dividend of approximately $ 350.0 million, which was funded with the net proceeds from the offering of the New Notes due 2024, together with cash on hand of approximately $ 225.0 million, and was paid on April 20, 2018 to stockholders of record as of the close of business on April 13, 2018.
On April 23, 2019, the Board declared a special cash dividend of $ 4.41 per share (the "April 2019 Special Dividend"), totaling approximately $ 230.0 million, which was paid on May 14, 2019 to stockholders of record as of the close of business on May 6, 2019.
Note 20— Segment Information
The Company identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, to make decisions about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The Company has determined that its two underground mining operations are its operating segments. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. Operating segments are aggregated into a reportable segment if the operating segments have similar quantitative economic characteristics and if the operating segments are similar in the following qualitative characteristics: i) nature of products and services; ii) nature of production processes; iii) type or class of customer for their products and services; iv) methods used to distribute the products or provide services; and v) if applicable, the nature of the regulatory environment.
The Company has determined that the two operating segments are similar in both quantitative and qualitative characteristics and thus the two operating segments have been aggregated into one reportable segment. The Company has determined that its natural gas and royalty businesses and other unallocated activities did not meet the criteria in ASC 280 to be considered as operating or reportable segments. Therefore, the Company has included their results in an “all other” category as a reconciling item to consolidated amounts.
The Company does not allocate all of its assets, or its depreciation and depletion expense, selling, general and administrative expenses, other post-retirement benefits, transactions costs, restructuring costs, interest expense, reorganization items, net and income tax expense by segment.
The following tables include reconciliations of segment information to consolidated amounts (in thousands):
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
For the years ended December 31,
2020 2019 2018
Revenues
Mining $ 761,871 $ 1,235,998 $ 1,342,683
All other 20,867 32,311 35,324
Total revenues $ 782,738 $ 1,268,309 $ 1,378,007
For the years ended December 31,
2020 2019 2018
Capital Expenditures
Mining $ 78,015 $ 100,768 $ 97,607
All other 9,473 6,510 4,013
Total capital expenditures $ 87,488 $ 107,278 $ 101,620
The Company evaluates the performance of its segment based on Segment Adjusted EBITDA, which is defined as net (loss) income adjusted for other revenues, cost of other revenues, depreciation and depletion, selling, general and administrative, other postretirement benefits, and certain transactions or adjustments that the CODM does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. Segment Adjusted EBITDA does not represent and should not be considered as an alternative to cost of sales under GAAP and may not be comparable to other similarly titled measures used by other companies. Below is a reconciliation of Segment Adjusted EBITDA to net (loss) income, which is its most directly comparable financial measure calculated and presented in accordance with GAAP (in thousands):
For the years ended December 31,
2020 2019 2018
Segment Adjusted EBITDA $ 136,701 $ 515,253 $ 626,038
Other revenues 20,867 32,311 35,324
Cost of other revenues ( 33,736 ) ( 29,828 ) ( 10,172 )
Depreciation and depletion ( 118,092 ) ( 97,330 ) ( 97,209 )
Selling, general and administrative ( 32,879 ) ( 37,014 ) ( 36,626 )
Transaction and other costs — — ( 9,068 )
Loss on early extinguishment of debt — ( 9,756 ) —
Other income 3,544 22,815 —
Interest expense, net ( 32,310 ) ( 29,335 ) ( 37,314 )
Income tax (expense) benefit 20,144 ( 65,417 ) 225,814
Net (loss) income $ ( 35,761 ) $ 301,699 $ 696,787
Note 21— Subsequent Events
Regular Quarterly Dividend
On February 18, 2021, the Board declared a regular quarterly cash dividend of $ 0.05 per share, totaling $ 2.6 million, which will be paid on March 8, 2021, to stockholders of record as of the close of business on March 1, 2021.
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WARRIOR MET COAL, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Alabama House Bill
On February 12, 2021, the Alabama Governor signed into law Alabama House Bill 170, now Act 2021-1 (“the Act”). The Act makes several changes to the state’s business tax structure. While the Company expects that the Act, in its entirety, will not adversely affect the Company, the Company is closely monitoring whether any provisions of the Act could adversely impact the Company. Among the provisions of the Act, is the repeal of the so-called corporate income tax “throwback rule.” That rule required all sales originating in Alabama and delivered to a jurisdiction where the seller was not subject to tax, to be included in the seller’s Alabama income tax base. Thus, prior to repeal of the throwback rule, the Company had to rely on its Alabama NOL carryforwards to shelter taxes imposed under such throwback rule. As a result of the now repealed throwback rule, effective January 1, 2021, all such sales should now be excluded from Alabama taxable income without the need to utilize Alabama NOLs. If it is determined that as a result of the repeal of the throwback rule it is more likely than not that the Company would not have sufficient taxable income to utilize the Company’s state deferred income tax assets, the Company may be required to establish a valuation allowance against such state deferred income tax assets.
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SUPPLEMENTAL SUMMARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(in thousands, except per share amounts)
Quarter Ended
Fiscal Year 2020 March 31 June 30 September 30 December 31
Total revenues $ 226,720 $ 163,701 $ 180,064 $ 212,253
Gross profit (1)
$ 67,645 $ 25,282 $ 21,630 $ 9,275
Operating income (loss) $ 30,497 $ ( 5,331 ) $ ( 14,527 ) $ ( 37,778 )
Net income (loss) (2)
$ 21,545 $ ( 9,161 ) $ ( 14,434 ) $ ( 33,711 )
Net income (loss) per share—basic (4)
$ 0.42 $ ( 0.18 ) $ ( 0.28 ) $ ( 0.66 )
Net income (loss) per share—diluted (4)
$ 0.42 $ ( 0.18 ) $ ( 0.28 ) $ ( 0.66 )
Quarter Ended
Fiscal Year 2019 March 31 June 30 September 30 December 31
Total revenues $ 378,290 $ 397,613 $ 287,506 $ 204,901
Gross profit (1)
$ 187,917 $ 184,406 $ 89,702 $ 55,713
Operating income $ 156,779 $ 147,945 $ 54,599 $ 24,071
Net income (3)
$ 110,447 $ 125,481 $ 45,022 $ 20,751
Net income per share—basic (4)
$ 2.14 $ 2.43 $ 0.88 $ 0.41
Net income per share—diluted (4)
$ 2.14 $ 2.43 $ 0.87 $ 0.41
(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 for the three months ended March 31, 2020 includes proceeds received for the Shared Services Claim and Hybrid Debt Claim of $ 1.8 million. Net loss for the three months ended December 31, 2020 includes settlement proceeds of $ 1.7 million related to other Walter Energy claims.
(3) Net income for the three months ended March 31, 2019 includes a loss on early extinguishment of debt of $ 9.8 million. Net income includes proceeds received for the Shared Services Claim and Hybrid Debt Claim of $ 17.5 million and $ 5.3 million for the three months ended June 30, 2019 and September 30, 2019, respectively. Net income for the three months ended December 31, 2019 includes a change in ARO due to revisions to estimates of $ 7.8 million which is discussed further in Note 8.
(4) The sum of quarterly amounts may not equal the annual amounts reported due to rounding. In addition, the sum of quarterly EPS amounts may be different than annual amounts as a result of the impact of variations in shares outstanding.
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