Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Hallador Energy Company
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
March 31,
December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$
36,778
$
10,070
Restricted cash
6,585
5,302
Accounts receivable
9,152
13,989
Inventory
47,164
42,534
Parts and supplies
47,893
45,854
Prepaid expenses
1,604
5,638
Other current assets
1,927
—
Total current assets
151,103
123,387
Property, plant and equipment:
Land and mineral rights
69,952
69,952
Buildings and equipment
440,682
421,037
Mine development
102,302
102,302
Construction work in progress
35,788
39,671
Finance lease right-of-use assets
12,591
12,591
Total property, plant and equipment
661,315
645,553
Less - accumulated depreciation, depletion and amortization
( 376,481 )
( 367,775 )
Total property, plant and equipment, net
284,834
277,778
Equity method investments
2,528
2,647
Operating lease right-of-use assets
2,315
—
Other noncurrent assets
7,852
4,241
Total assets
$
448,632
$
408,053
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
19,818
$
12,594
Accrued liabilities and other
35,078
29,254
Current portion of lease financing
4,981
7,411
Contract liabilities - current
130,170
103,343
Total current liabilities
190,047
152,602
Long-term liabilities:
Bank debt, net
—
29,678
Long-term lease financing
617
1,338
Deferred income taxes
1,329
1,833
Asset retirement obligations
15,649
15,241
Contract liabilities - long-term
32,148
45,714
Other
3,268
1,814
Total long-term liabilities
53,011
95,618
Total liabilities
243,058
248,220
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock, $ .10 par value, 10,000 shares authorized; none issued
—
—
Common stock, $ .01 par value, 100,000 shares authorized; 47,132 and 43,817 issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively
471
438
Additional paid-in capital
257,992
202,963
Retained deficit
( 52,889 )
( 43,568 )
Total stockholders’ equity
205,574
159,833
Total liabilities and stockholders’ equity
$
448,632
$
408,053
See accompanying notes to the condensed consolidated financial statements.
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Hallador Energy Company
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
2026
2025
SALES AND OPERATING REVENUES:
Electric sales
$
65,096
$
85,943
Coal sales
35,080
30,185
Other revenues
1,631
1,596
Total sales and operating revenues
101,807
117,724
EXPENSES:
Fuel
14,963
15,210
Other operating and maintenance costs
29,156
28,389
Cost of purchased power
14,863
6,840
Utilities
3,333
4,152
Labor
27,388
27,029
Depreciation, depletion and amortization
10,606
14,977
Asset retirement obligations accretion
408
427
Exploration costs
84
21
General and administrative
6,858
6,825
Gain on disposal or abandonment of assets, net
( 201 )
( 21 )
Total operating expenses
107,458
103,849
INCOME (LOSS) FROM OPERATIONS
( 5,651 )
13,875
Interest income
147
63
Interest expense (1)
( 3,970 )
( 3,723 )
Loss on extinguishment of debt
( 230 )
—
Equity method investment (loss)
( 121 )
( 236 )
NET INCOME (LOSS) BEFORE INCOME TAXES
( 9,825 )
9,979
INCOME TAX EXPENSE (BENEFIT):
Current
—
—
Deferred
( 504 )
—
Total income tax expense (benefit)
( 504 )
—
NET INCOME (LOSS)
$
( 9,321 )
$
9,979
NET INCOME (LOSS) PER SHARE:
Basic
$
( 0.20 )
$
0.23
Diluted
$
( 0.20 )
$
0.23
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic
46,519
42,619
Diluted
46,519
43,462
(1) Interest Expense:
Interest on bank debt
$
862
$
1,494
Other interest
2,834
1,732
Amortization of debt issuance costs
274
497
Total interest expense
$
3,970
$
3,723
See accompanying notes to the condensed consolidated financial statements.
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Hallador Energy Company
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$
( 9,321 )
$
9,979
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax (benefit)
( 504 )
—
Equity method investment loss
121
236
Depreciation, depletion and amortization
10,606
14,977
Gain on disposal or abandonment of assets, net
( 201 )
( 21 )
Loss on extinguishment of debt
230
—
Amortization of debt issuance costs
274
497
Asset retirement obligations accretion
408
427
Cash paid on asset retirement obligation reclamation
( 148 )
( 156 )
Stock-based compensation
1,135
1,084
Amortization of contract liabilities
( 36,447 )
( 35,669 )
Accretion on contract liabilities
2,834
1,560
Amortization of right-of-use assets
87
—
Other
1,533
3,224
Change in current assets and liabilities:
Accounts receivable
4,837
2,856
Inventory
( 4,630 )
367
Parts and supplies
( 2,039 )
( 1,033 )
Prepaid expenses
( 2,580 )
( 330 )
Accounts payable and accrued liabilities
7,427
3,124
Contract liabilities
46,874
37,297
Net cash provided by operating activities
20,496
38,419
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
( 7,681 )
( 11,693 )
Proceeds from sale of equipment
201
21
Net cash used in investing activities
( 7,480 )
( 11,672 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on bank debt
( 56,700 )
( 33,000 )
Borrowings of bank debt
26,700
12,000
Payments on lease financing
( 3,172 )
( 1,693 )
Debt issuance costs
( 5,780 )
—
Proceeds from ATM offering, net of issuance costs
201
—
Proceeds from public offering, net of issuance costs
53,764
—
Taxes paid on vesting of RSUs
( 38 )
—
Net cash (used in) provided by financing activities
14,975
( 22,693 )
Increase in cash, cash equivalents, and restricted cash
27,991
4,054
Cash, cash equivalents, and restricted cash, beginning of period
15,372
12,153
Cash, cash equivalents, and restricted cash, end of period
$
43,363
$
16,207
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Cash and cash equivalents
$
36,778
$
6,891
Restricted cash
6,585
9,316
$
43,363
$
16,207
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
1,002
$
1,830
Non-cash change in capital expenditures included in accounts payable and prepaid expense
$
9,981
$
( 1,649 )
Right-of-use asset additions
$
2,402
$
—
See accompanying notes to the condensed consolidated financial statements.
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Hallador Energy Company
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
Additional
Total
Common Stock Issued
Paid-in
Retained
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance, December 31, 2025
43,817
$
438
$
202,963
$
( 43,568 )
$
159,833
Stock-based compensation
—
—
1,135
—
1,135
Stock issued on vesting of RSUs
191
2
( 40 )
—
( 38 )
Taxes paid on vesting of RSUs
( 81 )
( 1 )
1
—
—
Stock issued in ATM offering
11
—
201
—
201
Stock issued in public offering
3,194
32
53,732
—
53,764
Net loss
—
—
—
( 9,321 )
( 9,321 )
Balance, March 31, 2026
47,132
$
471
$
257,992
$
( 52,889 )
$
205,574
Additional
Total
Common Stock Issued
Paid-in
Retained
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance, December 31, 2024
42,621
$
426
$
189,298
$
( 85,439 )
$
104,285
Stock-based compensation
—
—
1,084
—
1,084
Stock issued on vesting of RSUs
513
5
( 5 )
—
—
Taxes paid on vesting of RSUs
( 156 )
( 1 )
1
—
—
Net income
—
—
—
9,979
9,979
Balance, March 31, 2025
42,978
$
430
$
190,378
$
( 75,460 )
$
115,348
See accompanying notes to the condensed consolidated financial statements.
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Hallador Energy Company
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1)
BASIS OF PRESENTATION
Hallador Energy Company (“Hallador” or the “Company”) is a vertically-integrated, independent power producer (“IPP”) and fuel company with operations primarily in Indiana. The Company operates across multiple stages of the energy supply chain, from accredited capacity and electricity to coal. The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Hallador and our wholly owned subsidiaries, including our main operating subsidiaries, Hallador Power Company, LLC (“Hallador Power”) and Sunrise Coal, LLC (“Sunrise”) and their respective subsidiaries, as well as Hourglass Sands, LLC. Additionally, we hold 50 % interests in Sunrise Energy, LLC (“Sunrise Energy”), a private gas exploration company with operations in Indiana and Oaktown Gas, LLC (“Oaktown Gas”), which we account for using the equity method. Our operations include Hallador Power which provides accredited capacity and energy to utilities and other energy market participants through the MISO interconnection, and Sunrise which mines bituminous coal in Indiana to serve various power plants in the Midwest and Southeast United States.
All significant intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to the Company’s prior period condensed consolidated financial information to conform to the current period presentation. These presentation changes did not impact the Company’s condensed consolidated net income (loss), consolidated cash flows, total assets, total liabilities or total stockholders’ equity.
Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission (“SEC”) rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our 2025 consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K (our “2025 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, deferred income tax accounts, coal reserves, depreciation, depletion, and amortization, impairment analyses, and calculation of asset retirement obligations (“ARO”). Actual results could differ from those estimates.
(2)
RECENT ACCOUNTING PRONOUNCEMENTS
Recent Accounting Pronouncements - Adopted
The Company has adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which is effective for fiscal years beginning after December 15, 2024. ASU 2023-09 primarily requires enhanced disclosures to (1) disclose specific categories in the rate reconciliation, (2) disclose the amount of income taxes paid and expensed disaggregated by federal, state, and foreign taxes, with further disaggregation by individual jurisdictions if certain criteria are met, and (3) disclose income (loss) from continuing operations before income tax (benefit) disaggregated between domestic and foreign. Please see “ Note 7 – Income Taxes ” for additional information.
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Recent Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The update is intended to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard will be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.
(3)
INVENTORY
Inventory is valued at the lower of cost or net realizable value (“NRV”). Coal inventory includes NRV adjustments of $ 0.1 million as of March 31, 2026, and December 31, 2025. During 2025, as part of the Company’s routine inventory reconciliation process, a downward adjustment of $ 2.6 million was recorded to coal inventory.
(4)
BANK DEBT
New Credit Facility
On March 5, 2026, Hallador entered into a credit agreement with Texas Capital Bank, as administrative agent, and Old National Bank, among others, that replaces the Credit Agreement with PNC Bank, National Association and includes a $ 75.0 million senior secured revolving credit facility (the "New Revolving Credit Facility") and a $ 45.0 million senior secured term loan facility (the "Delayed Draw Term Loan", and together with the New Revolving Credit Facility, the "New Credit Facility"). The New Revolving Credit Facility includes (i) a $ 25.0 million sub-facility for letters of credit and (ii) a $ 10.0 million sub-facility for swingline loans. The Company may, subject to conditions set forth in the New Credit Facility, request additional revolving facility commitments and incremental term loan commitments in an aggregate amount not to exceed $ 25.0 million. The Company and certain of its subsidiaries, as guarantors under the New Credit Facility, granted a security interest in substantially all of their assets to secure the Company’s obligations under the New Credit Facility.
The New Credit Facility bears interest at a rate equal to, at the Company’s election, either a base rate or term secured overnight financing rate (“SOFR”), plus an applicable margin based upon the Company’s total leverage ratio. Under the New Credit Facility, (A) base rate loans will bear interest at a rate equal to the greater of (i) the prime rate, (ii) the sum of the Federal Funds Rate plus one half of one percent ( 0.50 %), and (iii) the term SOFR plus one percent ( 1.00 %), in each case, plus the applicable margin for base rate loans, which ranges from 2.25 % to 2.75 %, and (B) term SOFR loans will bear interest at term SOFR, plus the applicable margin for term SOFR loans, which ranges from 3.25 % to 3.75 %. The New Credit Facility includes a commitment fee of 0.50 % on the daily unused portions of the New Revolving Credit Facility.
If the Delayed Draw Term Loan occurs, which is subject to meeting certain conditions, the principal balance of the Delayed Draw Term Loan shall be due and payable in equal quarterly installments of 2.5 % of the original principal amount of such Delayed Draw Term Loan with a final payment of the remaining balance upon maturity. The New Credit Facility matures on March 5, 2029, and is collateralized by substantially all our assets. When drawn, the proceeds from the New Credit Facility may be used for ongoing working capital and general corporate purposes.
The Company used borrowings from the New Credit Facility, together with cash on hand to repay the Prior Credit Agreement (as defined below) in full. As of March 31, 2026, there were no outstanding borrowings under the New Revolving Credit Facility with $ 14.2 million in outstanding letters of credit. There was no Delayed Draw Term Loan balance outstanding at March 31, 2026.
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Prior Credit Agreement
The Company was party to a credit agreement with PNC, in its capacity as administrative agent, which consisted of a revolving credit facility of up to $ 75.0 million and a term loan.
On June 27, 2025, the Company executed the Third Amendment (“Third Amendment”) to our Credit Agreement, which was accounted for as a debt modification. The primary purpose of the Third Amendment was to provide additional operating flexibility for the remainder of 2025 by redefining covenants and deferring certain covenants until the third quarter of 2025. During the second quarter of 2025, the Company entered into a $ 35.0 million prepaid forward power sales contract of which $ 19.0 million of the proceeds were deposited into a money market account with the administrative agent as a compensating balance. The compensating balance was utilized to fully repay the outstanding term loan during the fourth quarter of 2025. As of March 5, 2026, t he Company fully repaid its revolving credit facility.
Liquidity
Liquidity consists of our additional borrowing capacity and unrestricted cash and cash equivalents. As of March 31, 2026, we had additional borrowing capacity of $ 60.8 million under the New Revolving Credit Facility and total liquidity of $ 97.5 million. Our additional borrowing capacity is net of $ 14.2 million in outstanding letters of credit as of March 31, 2026 that were required to maintain surety bonds and other credit support obligations .
Fees
Bank fees and other costs incurred in connection with the New Credit Facility totaled $ 5.8 million and are reflected in other assets on the condensed consolidated balance sheets. These fees will be amortized over the term of the loan. Unamortized bank fees as of March 31, 2026, and December 31, 2025, were $ 5.6 million and $ 0.3 million, respectively. The New Credit Facility includes a commitment fee of 0.50 % on any daily unused portions of the New Revolving Credit Facility.
Unamortized bank fees and other costs incurred in connection with our Prior Credit Agreement of $ 0.2 million were recorded as a loss on extinguishment of debt on the condensed consolidated statements of operations.
Bank debt, less debt issuance costs, is presented below (in thousands):
March 31,
December 31,
2026
2025
Current bank debt
$
—
$
—
Less unamortized debt issuance cost (1)
—
—
Net current portion
$
—
$
—
Long-term bank debt
$
—
$
30,000
Less unamortized debt issuance cost (1)
—
( 322 )
Net long-term portion
$
—
$
29,678
Total bank debt
$
—
$
30,000
Less total unamortized debt issuance cost (1)
—
( 322 )
Net bank debt
$
—
$
29,678
(1) Unamortized debt issuance costs of $ 1.9 million is included in other current assets and $ 3.7 million is included in other noncurrent assets on the condensed consolidated balance sheets as of March 31, 2026.
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Covenants
Prior to the date on which the conditions to availability of the Delayed Draw Term Loan are satisfied, our covenants include:
● Total leverage ratio – 2.50 to 1.00 stepping down to 2.25 to 1.00 in the fourth quarter 2026.
● Senior secured leverage ratio – 2.50 to 1.00 stepping down to 2.25 to 1.00 in the fourth quarter 2026.
● Minimum liquidity threshold – $ 20.0 million increasing to $ 25.0 million in the fourth quarter 2026.
● Fixed charge coverage ratio – 1.25 to 1.00.
After the conditions to availability of the Delayed Draw Term Loan are satisfied, our covenants will include:
● Total leverage ratio – 3.25 to 1.00 stepping down to 3.00 to 1.00 in the fourth quarter 2026.
● Senior secured leverage ratio – 2.00 to 1.00.
● Fixed charge coverage ratio – 1.25 to 1.00.
As of March 31, 2026, we were in compliance with all covenants defined in the New Credit Facility.
Interest Rate
The New Credit Facility bears interest with margins ranging from 2.25 % to 3.75 % above SOFR or the applicable base rate, subject to a SOFR floor of 1.00 %, as further described above. The applicable margin is determined based upon the Company's leverage ratio and the type of loan drawn. As of March 31, 2026, we were subject to paying the applicable SOFR plus 3.50 % on any outstanding bank debt which equates to an all-in rate of 7.16 %.
(5)
ACCRUED LIABILITIES AND OTHER
Accrued liabilities consist of the following for the indicated dates (in thousands):
March 31,
December 31,
2026
2025
Accrued liabilities
14,320
10,829
Workers' compensation reserve
4,732
5,223
Accrued property taxes
4,474
3,900
Accrued payroll
5,076
3,037
ARO - current portion
2,460
2,606
Group heath insurance
1,350
1,420
Operating lease liability - current portion
608
—
Other
2,058
2,239
Total accrued liabilities and other
$
35,078
$
29,254
(6)
REVENUE
Revenue from Contracts with Customers
We account for contracts with customers when the parties have executed the contract and are committed to performing their respective obligations, the rights of each party are identified, payment terms are identified, the contract has commercial substance, and it is probable substantially all the consideration will be collected. We recognize revenue when we satisfy a performance obligation by transferring control of a good or service to a customer.
Electric Operations
We concluded that for a Power Purchase Agreement (“PPA”) that is not determined to be a lease or derivative, the definition of a contract and the criteria in ASC 606, Revenue from Contracts with Customers (“ASC 606”), is met at the
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time a PPA is executed by the parties, as this is the point at which enforceable rights and obligations are established. Accordingly, we concluded that a PPA that is not determined to be a lease or derivative constitutes a valid contract under ASC 606.
Under accredited capacity PPAs, we recognize revenue daily, based on an output method of capacity made available as part of any stand-ready obligations for contracted accredited capacity performance obligations.
For delivered energy PPAs, we recognize revenue daily for the actual delivered MWh of electricity. For the prepaid delivered energy PPAs, we recognize revenue daily for the funds received for the actual delivered MWh of electricity plus any accretion attributable to the time value of money.
When there is an outage at one of the generating units at Merom or energy hours at the Merom Hub are priced below our production cost, we have the option to make net hourly purchases of power in the MISO market to satisfy our obligations, which we record as cost of purchased power in our condensed consolidated statements of operations.
Coal operations
Our coal revenue is derived from sales to customers of coal produced at our mining facilities. Our customers typically purchase coal free on board from our mine sites where title, risk of loss, and control pass to the customer. Our customers arrange for and bear the costs of transporting their coal from our mines to their plants or other specified discharge points. Our customers are typically domestic utility companies. Coal sales agreements with our customers are fixed-priced, fixed-volume supply contracts, but some include a pre-determined escalation in price for each year and some allow for our customers to vary the fixed-volume by pre-determined quantities during a set period, such as quarterly. The terms of our coal sales agreements result from competitive bidding and extensive negotiations with customers. Consequently, the terms of these contracts vary by customer.
Coal sales agreements typically contain coal quality specifications which require the raw coal sold by us to the customer to be (i) substantially free of magnetic material and other foreign material impurities and (ii) crushed to a maximum size as set forth in the respective coal sales agreement. Price adjustments are made and billed in the month the coal sale was recognized based on quality standards that are specified in the coal sales agreement, such as British thermal unit factor, moisture, ash, and sulfur content, and can result in either increases or decreases in the value of the coal shipped. When applicable, we have constrained the expected value of variable consideration in our estimation of transaction price and only included this consideration to the extent that it is probable that a significant revenue reversal will not occur.
Disaggregation of Revenue
Revenue is disaggregated by revenue source for our Electric Operations and by primary geographic markets for our Coal Operations, as we believe this best depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors.
Electric Operations
Three Months Ended March 31,
2026
2025
Delivered energy (including contract liability amortization)
$
49,562
$
72,136
Accredited capacity
15,534
13,807
Total Electric Operations sales
$
65,096
$
85,943
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Coal Operations
Three Months Ended March 31,
2026
2025
Third party Indiana customers
$
25,913
$
20,314
Other customers
9,167
9,871
Total Coal Operations sales
$
35,080
$
30,185
Performance Obligations
A performance obligation is a promise in a contract with a customer to provide distinct goods or services. Performance obligations are the unit of account for purposes of applying the revenue recognition standard and therefore determine when and how revenue is recognized.
Electric Operations
We concluded that each MWh of delivered energy is capable of being distinct as a customer could benefit from each on its own by using/consuming it as a part of its operations. We also concluded that the stand-ready obligation to be available to provide electricity is capable of being distinct as each unit of accredited capacity provides an economic benefit to the holder and could be sold by the customer.
Coal Operations
In most of our coal contracts, the customer contracts with us to provide coal that meets certain quality criteria. We consider each ton of coal a separate performance obligation and allocate the transaction price using the base price per the contract, increased or decreased for quality adjustments.
The following table illustrates the balance of all current Electric and Coal Operations contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2026 and disaggregated by segment and contract duration (in thousands).
2026
2027
2028
2029
Total
Delivered energy revenue
$
135,590
$
142,290
$
57,700
$
13,860
$
349,440
Accredited capacity revenue
52,820
75,260
73,280
20,440
221,800
Coal Operations revenue (1)
117,030
141,850
29,500
—
288,380
Total revenue
$
305,440
$
359,400
$
160,480
$
34,300
$
859,620
(1) Coal Operations revenue consists of consolidated revenue excluding our intercompany revenues from Merom.
Contract Balances
Under ASC 606, the timing of when a performance obligation is satisfied can affect the presentation of accounts receivable, contract assets and contract liabilities. The main distinction between accounts receivable and contract assets is whether consideration is conditional on something other than the passage of time. A receivable is an entity’s right to consideration that is unconditional.
Under the typical payment terms of our contracts with customers, the customer pays us the contracted price for electricity or accredited capacity. For coal contracts, the customer pays us a base price for the coal, increased or decreased for any quality adjustments. Amounts billed and due are recorded as trade accounts receivable and included in accounts receivable in our condensed consolidated balance sheets. Payments received prior to fulfilling our performance obligations are included in contract liabilities in our condensed consolidated balance sheets. When the Company receives customer payments more than one year in advance of the related performance obligations, in accordance with ASC 606, the Company adjusts the transaction price for the significant financing component associated with these contracts at risk adjusted market rates. The resulting interest accretion is recognized as interest expense over the period between the customer payment date and the expected satisfaction of the performance obligation.
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The following table shows our beginning and ending accounts receivable balances from contracts with customers for the periods presented (in thousands):
March 31,
2026
2025
Accounts receivable from contracts with customers - beginning balance
$
13,989
$
15,438
Accounts receivable from contracts with customers - ending balance
$
9,152
$
12,582
As the Company fulfills its contractual obligations, we recognized those amounts in revenue. The following table reconciles our beginning and ending contract liabilities for the periods presented (in thousands):
March 31,
2026
2025
Total contract liabilities - beginning balance
$
149,057
$
146,719
Cash payments received on future contract obligations
46,874
37,297
Accretion on contract liabilities
2,834
1,560
Revenue recognized, cash payment received in prior period
( 36,447 )
( 35,669 )
Total contract liabilities - ending balance
$
162,318
$
149,907
(7)
INCOME TAXES
For the three months ended March 31, 2026 and 2025, we recorded income taxes using an estimated annual effective tax rate based upon projected annual income (loss), forecasted permanent tax differences, discrete items, and statutory rates in states in which we operate. The effective tax rate for the three months ended March 31, 2026 and 2025, was approximately 5.2 % and 0 %, respectively, due to recording of a valuation allowance. Historically, our actual effective tax rates differed from the statutory effective rate primarily due to the benefit received from statutory percentage depletion in excess of tax basis. The deduction for statutory percentage depletion does not necessarily change proportionately to changes in income (loss) before income taxes.
On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of or repealing others. We have analyzed the provisions within the act and determined that the benefits relating to capital expenditures and deductibility of interest under IRC Section 163(j) will provide cash flow benefits to the company by accelerating deductions for tax purposes. As the material benefits relate to the timing of deductions, there were no material impact affecting the effective tax rate or the valuation allowance determination in the period that OBBBA was enacted.
(8)
STOCK COMPENSATION PLANS
Non-vested grants and activity for the period presented are as follows (in whole shares):
Non-vested grants as of December 31, 2025
586,101
Awarded
9,973
Vested
( 191,307 )
Forfeited
—
Non-vested grants as of March 31, 2026
404,767
Stock compensation expense was $ 1.1 million for the three months ended March 31, 2026 and 2025.
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Non-vested restricted stock unit (“RSU”) grants will vest as follows (in whole shares):
Vesting Year
RSUs Vesting
2026
15,872
2027
377,679
2028
11,216
404,767
As of March 31, 2026, unrecognized stock compensation expense to be recognized over the respective vesting period is $ 3.2 million, and we had 2,075,261 RSUs available for future issuance. RSUs are not allocated earnings and losses as they are considered non-participating securities. Forfeitures are recognized as they occur.
(9)
SELF-INSURANCE
The Company is self-insured for certain risks, including physical damage and operational liability, related to our non-leased underground mining equipment. The Company records a liability for self-insured risks when a loss is both probable and reasonably estimable. The Company had no accrual for self-insurance liabilities as of March 31, 2026 or December 31, 2025.
The Company also self-insures for a portion of its workers’ compensation claims under a guaranteed cost program. Under this program, the Company is responsible for the first $ 1.0 million per claim up to an aggregate of $ 4.0 million annually. As of March 31, 2026 and December 31, 2025 the Company has restricted cash of $ 3.3 million and $ 3.0 million as of March 31, 2026 and December 31, 2025, respectively, for future workers’ compensation claim payments. The Company had $ 4.7 million and $ 5.2 million of workers’ compensation reserve as of March 31, 2026 and December 31, 2025 , respectively, in accrued liabilities on the condensed consolidated balance sheets.
(10)
FAIR VALUE MEASUREMENTS
We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. We have no Level 1 instruments .
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). ARO liabilities use Level 3 non-recurring fair value measures .
The carrying amounts for cash equivalents, accounts receivable, accounts payable, accrued liabilities and other, approximate fair value due to the short maturity of those instruments. Our debt is recorded at amortized cost, which approximates fair value due to the variable interest rates in the agreement and is collateralized primarily by our assets.
Credit Risk
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash.
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The Company’s cash and cash equivalent and restricted cash balances on deposit with financial institutions total $ 43.4 million and $ 15.4 million as of March 31, 2026 and December 31, 2025, respectively, which exceeded FDIC insured limits. The Company regularly monitors these institutions’ financial condition. The Company utilizes large and reputable banking institutions which it believes mitigates these risks. The Company has not experienced any losses in such accounts.
(11)
EQUITY METHOD INVESTMENTS
We own a 50 % interest in Sunrise Energy which owns gas reserves and gathering equipment with plans to develop and operate such reserves. Sunrise Energy also plans to develop and explore for oil, natural gas, and coal-bed methane gas reserves on or near our underground coal reserves. The carrying value of the investment included in our condensed consolidated balance sheets was $ 1.9 million as of March 31, 2026 and December 31, 2025.
The Company also owns a 50 % interest in Oaktown Gas, LLC. Oaktown Gas, LLC operates an emission abatement project through the destruction of gases extracted from the Oaktown mines to generate carbon credits and other emissions offset credits. The carrying value of the investment included in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, was $ 0.6 million and $ 0.7 million, respectively.
(12)
SEGMENTS OF BUSINESS
Our business is organized based on the services and products we provide in two segments : (i) Electric Operations and (ii) Coal Operations. The CODM, who is the Company’s Chief Executive Officer, reviews and assesses operating performance measures related to our Electric Operations and our Coal Operations segments.
Our Electric Operations segment includes the electric power generation facilities of our Merom power plant, which is a two -unit, 1080 -megawatt rated coal fired power plant located in Sullivan County, Indiana. Our sales region is in MISO Zone 6, which includes Indiana and a portion of western Kentucky. Revenues from our Electric Operations segment consist primarily of delivered energy and accredited capacity revenues. Fuel costs included in our Electric Operations segment include the cost of coal purchased from our Coal Operations segment, which are based on multi-year contracts which approximate market prices at the time the contracts were agreed.
Our Coal Operations segment includes the Oaktown 1 underground mining complex, as well as other currently idled mining facilities, which produce high-quality bituminous coal from the Illinois Basin. Revenue from our Coal Operations segment consists of sales of coal to various third parties and to Merom. Coal sales to our Electric Operations are based on multi-year contracts that approximated market prices at the time the contracts were agreed. Intercompany coal sales and amounts above actual costs to produce the coal are eliminated in the condensed consolidated statements of operations.
In addition to these reportable segments, the Company has a “Corporate and Other and Eliminations” category, which is not significant enough, on a stand-alone basis, to be considered an operating segment. Corporate and Other and Eliminations primarily consist of unallocated corporate costs and activities, including our equity method investments.
The CODM evaluates segment performance based upon Segment EBITDA for each business segment. Segment EBITDA is calculated for each segment as follows:
1. For our Electric Operations segment, Segment EBITDA is comprised of accredited capacity and delivered energy revenues less certain significant segment expenses, which include (i) variable costs comprised of fuel costs and certain other operating costs, such as limestone and soda ash, (ii) other operating and maintenance costs, (iii) costs of purchased power, (iv) utilities, (v) labor and (vi) general and administrative costs .
2. For our Coal Operations segment, Segment EBITDA is comprised of coal sales less certain significant segment expenses, which include (i) fuel, (ii) other operating and maintenance costs, (iii) utilities, (iv) labor and (v) general and administrative costs.
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Segment EBITDA for each segment is a key measure used by our CODM and provides information about our core operating performance, significant expenses and ability to generate cash flow. Additionally, Segment EBITDA provides investors with the financial analytical framework upon which our CODM bases financial, operational, compensation and planning decisions and presents a measurement that investors, rating agencies and debt holders have indicated is useful in assessing us and our results of operations. Our CODM reviews variable costs, as defined above, in our Electric Operations segment in order to evaluate the efficiency of that segment’s operations.
Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the three months ended March 31, 2026 (in thousands):
Electric Operations
Coal Operations
Delivered energy
$
49,562
Coal sales
$
46,412
Accredited capacity revenue
15,534
Electric sales
$
65,096
Fuel
$
( 27,527 )
Other operating costs (1)
( 29 )
Total variable costs
$
( 27,556 )
Other operating and maintenance costs (2)
$
( 8,854 )
Fuel
$
( 528 )
Cost of purchased power
( 14,863 )
Other operating and maintenance costs
( 20,273 )
Utilities
( 134 )
Utilities
( 3,199 )
Labor
( 8,129 )
Labor
( 19,259 )
Power margin without general and administrative
5,560
Coal margin without general and administrative
3,153
General and administrative
( 1,310 )
General and administrative
( 2,211 )
Electric Operations — Segment EBITDA
$
4,250
Coal Operations — Segment EBITDA
$
942
(1) Other operating costs primarily include costs for lime dust.
(2) Other operating and maintenance costs include all other operating and maintenance costs with the exceptions of those costs considered variable included in fuel and other operating costs.
Presented below are the Electric and Coal Operations key metrics reviewed by the CODM for the three months ended March 31, 2025 (in thousands):
Electric Operations
Coal Operations
Delivered energy
$
72,136
Coal sales
$
54,774
Accredited capacity revenue
13,807
Electric sales
$
85,943
Fuel
$
( 38,071 )
Other operating costs (1)
( 8 )
Total variable costs
$
( 38,079 )
Other operating and maintenance costs (2)
$
( 4,527 )
Fuel
$
( 556 )
Cost of purchased power
( 6,840 )
Other operating and maintenance costs
( 23,854 )
Utilities
( 676 )
Utilities
( 3,476 )
Labor
( 8,143 )
Labor
( 18,886 )
Power margin without general and administrative
27,678
Coal margin without general and administrative
8,002
General and administrative
( 1,535 )
General and administrative
( 2,313 )
Electric Operations — Segment EBITDA
$
26,143
Coal Operations — Segment EBITDA
$
5,689
(1) Other operating costs primarily include costs for lime dust.
(2) Other operating and maintenance costs include all other operating and maintenance costs with the exceptions of those costs considered variable included in fuel and other operating costs.
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Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended March 31, 2026 (in thousands):
Corporate and Other
Reconciliation of Revenue:
Electric Operations
Coal Operations
and Eliminations
Consolidated
Delivered energy
$
49,562
$
—
$
—
$
49,562
Accredited capacity revenue
15,534
—
—
15,534
Other operating revenue
137
1,140
354
1,631
Coal sales (third party)
—
35,080
—
35,080
Coal sales (intercompany)
—
11,332
( 11,332 )
—
Operating Revenue
$
65,233
$
47,552
$
( 10,978 )
$
101,807
Presented below are the Electric and Coal Operations revenues reconciled to our consolidated operating revenues for the three months ended March 31, 2025 (in thousands):
Corporate and Other
Reconciliation of Revenue:
Electric Operations
Coal Operations
and Eliminations
Consolidated
Delivered energy
$
72,136
$
—
$
—
$
72,136
Accredited capacity revenue
13,807
—
—
13,807
Other operating revenue
87
1,261
248
1,596
Coal sales (third party)
—
30,185
—
30,185
Coal sales (intercompany)
—
24,589
( 24,589 )
—
Operating Revenue
$
86,030
$
56,035
$
( 24,341 )
$
117,724
Presented below is our reconciliation of Segment EBITDA to the most comparable GAAP account, income (loss) before income taxes for the three months ended March 31, 2026 (in thousands):
Corporate and Other
Reconciliation of Income (Loss) before Income Taxes:
Electric Operations
Coal Operations
and Eliminations
Consolidated
Income (Loss) before Income Taxes
$
( 5,038 )
$
( 2,979 )
$
( 1,808 )
$
( 9,825 )
Other operating revenue
( 137 )
( 1,140 )
( 354 )
( 1,631 )
Depreciation, depletion and amortization
6,383
4,204
19
10,606
ARO accretion
131
277
—
408
Exploration costs
—
84
—
84
(Gain) loss on disposal or abandonment of assets, net
—
( 201 )
—
( 201 )
Interest income
( 36 )
( 111 )
—
( 147 )
Interest expense
2,947
808
215
3,970
Loss on extinguishment of debt
—
—
230
230
Equity method investment (loss)
—
—
121
121
Corporate — general and administrative
—
—
3,337
3,337
Segment EBITDA
$
4,250
$
942
$
1,760
$
6,952
Presented below is our reconciliation of Segment EBITDA to the most comparable GAAP account, income (loss) before income taxes for the three months ended March 31, 2025 (in thousands):
Corporate and Other
Reconciliation of Income (Loss) before Income Taxes:
Electric Operations
Coal Operations
and Eliminations
Consolidated
Income (Loss) before Income Taxes
$
19,217
$
( 5,082 )
$
( 4,156 )
$
9,979
Other operating revenue
( 87 )
( 1,261 )
( 248 )
( 1,596 )
Depreciation, depletion and amortization
5,161
9,797
19
14,977
ARO accretion
120
307
—
427
Exploration costs
—
21
—
21
(Gain) loss on disposal or abandonment of assets, net
—
( 21 )
—
( 21 )
Interest income
—
( 63 )
—
( 63 )
Interest expense
1,732
1,991
—
3,723
Equity method investment (loss)
—
—
236
236
Corporate — general and administrative
—
—
2,977
2,977
Segment EBITDA
$
26,143
$
5,689
$
( 1,172 )
$
30,660
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Presented below are our Electric and Coal Operations assets and capital expenditures for the periods presented below (in thousands):
Corporate and Other
Other Reconciliations:
Electric Operations
Coal Operations (1)
and Eliminations
Consolidated
Assets at March 31, 2026
$
254,332
$
184,915
$
9,385
$
448,632
Assets at December 31, 2025
$
256,529
$
148,957
$
2,567
$
408,053
Capital Expenditures for the period ending March 31, 2026
$
3,889
$
3,792
$
—
$
7,681
(1) Coal Operations assets include cash held on behalf of the consolidated group. Cash held by our Coal Operations includes funds transferred from Electric Operations and Hallador for centralized treasury management purposes. This presentation is not reflective of Coal Operations earnings capacity; refer to the condensed consolidated balance sheets and the “Liquidity of Hallador” in the “Material Changes in Financial Condition” section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a complete view of the Company's cash position.
Cash and cash equivalents included in Coal Operations assets were $ 36.3 million and $ 9.4 million as of March 31, 2026 and December 31, 2025, respectively.
Presented below are our Electric and Coal Operations assets and capital expenditures for the periods presented below (in thousands):
Corporate and Other
Other Reconciliations:
Electric Operations
Coal Operations (1)
and Eliminations
Consolidated
Assets at March 31, 2025
$
222,865
$
141,023
$
2,209
$
366,097
Assets at December 31, 2024
$
220,477
$
144,519
$
4,124
$
369,120
Capital Expenditures for the period ending March 31, 2025
$
5,449
$
6,244
$
—
$
11,693
Cash and cash equivalents included in Coal Operations assets were $ 5.6 million and $ 6.9 million as of March 31, 2025 and December 31, 2024, respectively.
(13)
NET INCOME (LOSS) PER SHARE
The following table (in thousands, except per share amounts) sets forth the computation of basic earnings (loss) per share for the periods presented:
Three Months Ended March 31,
2026
2025
Basic earnings per common share:
Net income (loss) - basic
$
( 9,321 )
$
9,979
Weighted average shares outstanding - basic
46,519
42,619
Basic earnings (loss) per common share
$
( 0.20 )
$
0.23
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The following table (in thousands, except per share amounts) sets forth the computation of diluted net income (loss) per share:
Three Months Ended March 31,
2026
2025
Diluted earnings per common share:
Net income (loss) - diluted
$
( 9,321 )
$
9,979
Weighted average shares outstanding - basic
46,519
42,619
Add: Dilutive effects of Restricted Stock Units
—
843
Weighted average shares outstanding - diluted
46,519
43,462
Diluted net income (loss) per share
$
( 0.20 )
$
0.23
The computation of diluted net loss per share for the three months ended March 31, 2026 excludes 389,276 potentially dilutive securities related to unvested restricted stock units as their inclusion would have been anti-dilutive.
(14)
CONTINGENCIES
Our Coal Operations subsidiary was party to litigation in which the plaintiffs alleged violations of the Fair Labor Standards Act and state law due to alleged failure to compensate for time "donning" and "doffing" equipment and to account for certain bonuses in the calculation of overtime rates and pay. In January 2025, we agreed to settle with the plaintiffs such litigation for $ 2.8 million, which was recorded in operating expenses on our consolidated statements of operations for the year ended December 31, 2024. During the third quarter of 2025, we transferred $ 2.7 million into an escrow account and in late 2025 the settlement terms were approved by the court. At December 31, 2025, there were no further amounts accrued on our consolidated balance sheet related to this litigation.
(15)
AT MARKET AGREEMENT (“ATM”) AND CONFIDENTIALLY MARKETED PUBLIC OFFERING (“CMPO”)
ATM
On December 18, 2023, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”), pursuant to which we may issue and sell, from time to time, shares (the “Shares”) of our common stock, par value $ 0.01 per share (the “Common Stock”), with aggregate gross proceeds of up to $ 50.0 million through an “at-the-market” equity offering program under which the Agent will act as sales agent (the “ATM Program”). Under the Sales Agreement, we or the Agent have the right, by giving five days’ notice, to terminate the Sales Agreement in our and the Agent’s sole discretion. On December 16, 2025, the Company increased the aggregate gross sales proceeds under the ATM Program from $ 50.0 million to $ 100.0 million by amending the Sales Agreement.
During the three months ended March 31, 2026, we issued 10,832 shares of Common Stock under the ATM Program for net proceeds of $ 0.2 million. During the year ended December 31, 2025, we issued 697,227 shares of Common Stock under the ATM Program for net proceeds of $ 13.5 million. In January 2026, the Company delivered written notice to the Agent to terminate the Sales Agreement effective January 18, 2026. As a result of the termination of the Sales Agreement, the Company will not offer or sell any further shares under the ATM Program.
CMPO
In January 2026, the Company conducted a confidentially marketed public offering (the "CMPO") pursuant to a base prospectus and a final prospectus supplement that were filed with the SEC. The Company sold a total of 3,194,444 shares of common stock, at a price to the public of $ 18.00 per share for aggregate gross proceeds of approximately $ 57.5 million, including the exercise of the underwriter’s option prior to deducting underwriting discounts, commissions, and other offering expenses of $ 3.7 million.
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(16)
SUBSEQUENT EVENTS
On May 1, 2026, the Company entered into a Master Power Purchase and Sale Agreement Long-Form Confirmation Letter (the "Capacity PPA") with a subsidiary of a utility. The Capacity PPA provides for the sale of approximately two -thirds of the Company’s accredited capacity from its Merom Generating Station, commencing in late 2028 and extending through mid-2040, and is expected to generate cumulative revenue in excess of $ 1.0 billion. The Capacity PPA is subject to customary regulatory approvals, including approval by the Indiana Utility Regulatory Commission (“IURC”). Completion of the IURC’s review is anticipated in the second half of 2026.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.