ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides a narrative of our results of operations and financial condition for the three months ended March 31, 2026 and March 31, 2025. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Form 10-Q and the audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. Please see “Forward-Looking Statements.”
Overview
We are a U.S.-based, environmentally and socially minded supplier to the global steel industry headquartered in Brookwood, Alabama. We are dedicated entirely to mining non-thermal steelmaking coal used as a critical component of steel production by metal manufacturers in Europe, South America and Asia. We are a large-scale, low-cost producer and exporter of premium quality steelmaking coal, also known as hard coking coal (“HCC”), operating highly-efficient longwall operations in our underground mines based in Alabama, Mine No. 4, Mine No. 7 and Blue Creek. We commenced longwall operations at our transformational Blue Creek mine based in Alabama eight months ahead of schedule in October 2025.
As of December 31, 2025, based on a reserve report prepared by Marshall Miller & Associates, Inc. ("Marshall Miller"), our three operating underground mines had approximately 179.3 million metric tons of recoverable reserves and our Blue Creek mine contained 54.0 million metric tons of recoverable reserves. As a result of our high-quality coal, our Mine No. 7 steelmaking coal realized price has historically been in line with, or at a slight discount to, the Platts Premium Low Volatility ("LV") Free-On-Board Australian Index (the "S&P Platts Index"). Our Mine No. 4 and Blue Creek steelmaking coals are High Volatility A ("HVA") quality coal that typically trades at a discount to the price of coal from Mine No. 7. We primarily target the East Coast High Vol A index for sales of our Mine No. 4 and Blue Creek coals that are destined for the Atlantic Basin. Whereas we target a variety of indices, including Platts Premium Low Vol and Platts Low Vol HCC for sales destined to the Pacific Basins. Our Blue Creek coal is also primarily sold into Asia and is sold on a cost and freight ("CFR") basis. Our steelmaking coal, mined from the Southern Appalachian portion of the Blue Creek coal seam, is characterized by low-to-high volatile matter, low sulfur, high fluidity, and high strength. These qualities make our coal ideally suited as a coking coal for the manufacture of steel.
We sell substantially all of our steelmaking coal production to global steel producers. Steelmaking coal, which is converted to coke, is a critical input in the steel production process. Steelmaking coal is both consumed domestically in the countries where it is produced and exported by several of the largest producing countries, such as China, Australia, the United States, Canada and Russia. Therefore, demand for our coal will be highly correlated to conditions in the global steelmaking industry. The steelmaking industry’s demand for steelmaking coal is affected by a number of factors, including the cyclical nature of that industry’s business, technological developments in the steelmaking process and the availability of substitutes for steel such as aluminum, composites and plastics. A significant reduction in the demand for steel products would reduce the demand for steelmaking coal, which would have a material adverse effect upon our business. Similarly, if alternative ingredients are used in substitution for steelmaking coal in the integrated steel mill process, the demand for steelmaking coal could materially decrease, which could also materially adversely affect demand for our steelmaking coal.
Completion of Blue Creek Development
We commenced longwall operations at the Blue Creek mine in October 2025, eight months ahead of schedule and on budget. The ahead-of-schedule start of Blue Creek's longwall is already positively impacting our production profile, cost structure, and earnings potential.
On February 21, 2025, we provided an update on the Blue Creek project. Due to the implementation of innovative technologies and best practices, we increased nameplate production capacity of the Blue Creek mine by 25%, from the original production plan of 4.4 million metric tons to 5.4 million metric tons. With better-than-expected recovery and the anticipated addition of a fourth continuous miner unit, our overall nameplate production capacity increased up to approximately 6.4 million metric tons. The additional capacity increased our overall nameplate production capacity by 88%, from 7.3 million metric tons per year to 13.7 million metric tons per year. While our nameplate production capacity has significantly increased, actual annual sales and production volumes will be dependent upon steelmaking coal market conditions. Even in these early stages of production and sales, Blue Creek has already contributed to
lower cash costs, further improving our position in the first-quartile of the global cost curve. In addition, Blue Creek's low-cost structure has reduced our all-in cash cost breakeven point and enhanced profitability and cash flow generation.
In the three months ended March 31, 2026, we completed the Blue Creek construction project, including the installation of the barge loadout, and invested approximately $66.1 million, bringing total project spending to $1,022.9 million. Final project costs were fully in line with our capital guidance, and no material additional project capital expenditures are expected. With construction complete, Blue Creek is positioned to continue driving higher production, lower costs, and improved cash flow generation as the operation advances through its ramp-up and optimization phase.
Finalization of Federal Coal Lease Acquisition
On November 25, 2025, Warrior Met Coal BC, LLC (“Warrior BC”), a wholly-owned subsidiary of the Company, entered into Federal Coal Lease ALES-056519 at Mine No. 1 (the “Mine No. 1 Lease”) and Warrior Met Coal Mining, LLC (“Warrior Mining”, and together with Warrior BC, the “Companies”), a wholly-owned subsidiary of the Company, entered into Federal Coal Lease ALES-055797 at Mine No. 4 (the “Mine No. 4 Lease”, and, together with the Mine No. 1 Lease, the “Leases”), each with the United States of America through the Bureau of Land Management (the “BLM”) of the United States Department of the Interior.
The Mine No. 1 Lease covers approximately 8,346 acres and the Mine No. 4 Lease covers approximately 5,704 acres. The BLM estimates the Mine No. 1 Lease tract contains approximately 32.9 million metric tons of recoverable coal reserves, and the Mine No. 4 Lease tract contains approximately 15.3 million metric tons of recoverable coal reserves. Subject to the terms and conditions thereof, the Leases provide the Companies with the exclusive right to drill for, mine, extract, remove or otherwise process and dispose of the coal deposits in, upon, or under the lands described therein. Each Lease has a minimum term of 20 years and for so long thereafter as coal is produced in commercial quantities from the leased lands, subject to readjustment of lease terms at the end of the twentieth lease year and each 10-year period thereafter. Pursuant to each lease, each Company is required to pay customary production royalties of 7% of the value of the coal produced and per acre annual rental payments to the BLM.
Warrior BC bid approximately $32 million for the Mine No. 1 Lease and has submitted a payment for approximately $6.4 million, which is the first of five equal payments. Warrior Mining bid approximately $15 million for the Mine No. 4 Lease and has submitted a payment for approximately $3.0 million, which is the first of five equal payments. Successive installments are due each year on the anniversary of the Leases for the next four years. These future installments were recorded at a discount using our credit-adjusted risk-free rate and are presented in the Consolidated Balance Sheets as short and long-term federal coal lease obligations. As of March 31, 2026 and December 31, 2025, the present value of the short-term and long-term obligations were $8.8 million and $23.7 million, respectively.
On January 13, 2026, the U.S. Department of the Interior issued mining plan approval documents for each Lease, thereby authorizing coal development and mining operations on parts of each Lease within the area of mining plan approval.
Recent Developments
Market conditions in the global steelmaking coal industry during the first quarter of 2026 continued to reflect uneven seaborne demand and ongoing macroeconomic uncertainty, particularly in China. Notwithstanding these demand conditions, premium low‑volatility (“Premium LV”) metallurgical ("met") coal prices improved on both a sequential and year-over-year basis, supported by supply discipline and higher input costs across the mining and logistics value chain. The Platts Premium Low‑Vol index averaged $234.67 per metric ton during the first quarter of 2026, compared to $200.13 per metric ton in the fourth quarter of 2025 and $185.08 per metric ton during the first quarter of 2025. Price movements during the first quarter of 2026 included weakness early in the period followed by a recovery later in the quarter.
During the first quarter of 2026, steelmaking coal demand from China remained subdued, as steel producers continued to operate with controlled production levels and relied primarily on domestic supply and Mongolian imports. Demand outside China was mixed. India continued to represent a significant source of seaborne demand relative to other regions, although procurement activity remained cautious, influenced by freight volatility, inventory levels, and delivered cost considerations. Demand conditions in Europe and other Atlantic Basin markets showed limited improvement but remained sensitive to steelmaking margins, trade policy developments, and inventory management practices. Further, met coal pricing was influenced by increased cost pressures across the mining and logistics value chain, including higher fuel, power, labor, and transportation costs. These cost pressures constrained supply flexibility and contributed to pricing dynamics that were less responsive to short‑term demand fluctuations.
Met coal markets during the quarter were further influenced by heightened geopolitical risks stemming from the ongoing conflicts in the Middle East. While met coal demand has been less directly exposed than thermal coal to these developments, the conflicts contributed to increased volatility in global energy markets, higher crude oil and bunker fuel prices, and disruptions to fuel availability and logistics in certain regions. These factors introduced additional cost pressures, especially in the freight markets, while
increasing the uncertainty around global energy availability.
The United States government continued to pursue a range of trade and tariff measures affecting international commerce, with certain countries implementing responsive actions. Ongoing trade and tariff uncertainty continued to contribute to volatility in global steel and steelmaking coal markets. The implementation of additional tariffs or other trade measures by the United States, or retaliatory actions by other countries, could adversely affect economic activity, operating costs, demand for steelmaking coal, supply chains, and pricing conditions. At this time, the ultimate impact of tariffs and related trade actions on the Company’s financial condition, results of operations, or cash flows cannot be reasonably estimated. The Company continues to monitor trade developments and assess potential impacts on its business.
On July 4, 2025, the One, Big, Beautiful Bill Act ("OBBBA") was enacted into law and includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The changes include, among other things, an update to IRC Section 250 Deduction: FDII to Foreign-Derived Deduction Eligible Income ("FDDEI"), which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The OBBBA also classified met coal as a critical mineral eligible for the advanced manufacturing production tax credit under Section 45X (the "45X Credit") of the Internal Revenue Code. The 45X Credit for met coal provides for a credit of 2.5% of eligible production costs through 2029. Section 50202 of the OBBBA also temporarily decreases the royalty rate for coal leases on federal lands to not more than 7% through 2034. We recognized a benefit from the 45X Credit of $8.4 million for the three months ended March 31, 2026, which is reflected as a reduction to cost of sales in the Condensed Statements of Operations and a corresponding reduction to income taxes payable included in other current liabilities in the Condensed Balance Sheets.
Collective Bargaining Agreement
The Company's Collective Bargaining Agreement ("CBA") with the labor union representing certain of the Company's hourly employees expired on April 1, 2021. The Company continues to engage in good faith efforts with the labor union to reach an agreement on a new contract.
How We Evaluate Our Operations
We have one reportable segment identified as Mining which consists of Mine No. 4, Mine No. 7 and the Blue Creek mine. We determined that our natural gas and royalty businesses did not meet the criteria in ASC 280, Segment Reporting, to be considered as a reportable segment. Therefore, we have included their results in an "all other" category as a reconciling item to consolidated amounts.
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include: (i) Segment Adjusted EBITDA (as defined below), a non-GAAP financial measure; (ii) sales volumes and average net selling price, which drive coal sales revenue; (iii) cash cost of sales, a non-GAAP financial measure; and (iv) Adjusted EBITDA, a non-GAAP financial measure. The following table presents supplementary data on a historical basis for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Segment Adjusted EBITDA |
|
$ |
158,051 |
|
|
$ |
49,198 |
|
Metric tons sold |
|
|
2,723 |
|
|
|
1,970 |
|
Metric tons produced |
|
|
3,173 |
|
|
|
2,045 |
|
Average net selling price per metric ton |
|
$ |
164.70 |
|
|
$ |
149.71 |
|
Cash cost of sales per metric ton |
|
$ |
106.02 |
|
|
$ |
123.87 |
|
Cost of production % |
|
|
64 |
% |
|
|
66 |
% |
Transportation and royalties % |
|
|
39 |
% |
|
|
34 |
% |
Adjusted EBITDA |
|
$ |
143,355 |
|
|
$ |
39,488 |
|
Segment Adjusted EBITDA
We define Segment Adjusted EBITDA as net income (loss) adjusted for other revenues, cost of other revenues, depreciation and depletion, selling, general and administrative expenses, business interruption expenses, interest income, interest expense, income tax benefit (expense) and certain transactions or adjustments that the Chief Executive Officer, our Chief Operating Decision Maker, does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance.
Segment Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our consolidated financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure;
•the ability of our assets to generate sufficient cash flow to pay distributions;
•our ability to incur and service debt and fund capital expenditures; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities, such as Blue Creek.
Sales Volumes and Average Net Selling Price
We evaluate our operations based on the volume of coal we can safely produce and sell in compliance with regulatory standards, and the prices we receive for our steelmaking coal. Our sales volume and sales prices are largely dependent upon the terms of our annual steelmaking coal sales contracts, for which prices generally are set on daily index averages on a quarterly basis. The volume of steelmaking coal we sell is also a function of the pricing environment in the international steelmaking coal markets and the amounts of Low Vol and High Vol A coal that we sell. We evaluate the price we receive for our steelmaking coal based on our average net selling price per metric ton.
Our average net selling price per metric ton represents our coal net sales revenue divided by total metric tons of coal sold. In addition, our average net selling price per metric ton is net of demurrage and quality specification adjustments. We normally compete on a delivered basis when negotiating contract and spot transactions with our global customers. However, depending on market dynamics and other circumstances, the burden of ocean freight may be borne entirely by the supplier, shared between both partners, or assumed entirely by the customer. In the instance when we are responsible for the freight, the freight costs will reduce our net sales revenues and impact our net selling price realizations.
Cash Cost of Sales
We evaluate our cash cost of sales on a cost per metric ton basis. Cash cost of sales is based on reported cost of sales and includes items such as freight, royalties, manpower, fuel and other similar production and sales cost items, and may be adjusted for other items that, pursuant to accounting principles generally accepted in the United States ("GAAP"), are classified in the Consolidated Statements of Operations as costs other than cost of sales, but relate directly to the costs incurred to produce steelmaking coal and sell it free-on-board at the Port of Mobile in Alabama. Our cash cost of sales per metric ton is calculated as cash cost of sales divided by the metric tons sold. Cash cost of sales is used as a supplemental financial measure by management and by external users of our consolidated financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities, such as Blue Creek.
We believe that this non-GAAP financial measure provides additional insight into our operating performance, and reflects how management analyzes our operating performance and compares that performance against other companies on a consistent basis for purposes of business decision making by excluding the impact of certain items that management does not believe are indicative of our core operating performance. We believe that cash cost of sales presents a useful measure of our controllable costs and our operational results by including all costs incurred to produce steelmaking coal and sell it free-on-board at the Port of Mobile in Alabama. Period-to-period comparisons of cash cost of sales are intended to help management identify and assess additional trends potentially impacting our Company that may not be shown solely by period-to-period comparisons of cost of sales. Cash cost of sales should not be considered an alternative to cost of sales or any other measure of financial performance or liquidity presented in accordance with GAAP. Cash cost of sales excludes some, but not all, items that affect cost of sales, and our presentation may vary from the presentations of other companies. As a result, cash cost of sales as presented below may not be comparable to similarly titled measures of other companies.
The following table presents a reconciliation of cash cost of sales to total cost of sales, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Cost of sales (exclusive of depreciation and depletion) |
|
$ |
290,418 |
|
|
$ |
245,735 |
|
Asset retirement obligation accretion |
|
|
(806 |
) |
|
|
(965 |
) |
Stock compensation expense |
|
|
(917 |
) |
|
|
(742 |
) |
Cash cost of sales |
|
$ |
288,695 |
|
|
$ |
244,028 |
|
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before net interest expense (income), income tax expense (benefit), depreciation and depletion, non-cash asset retirement obligation accretion, non-cash stock compensation expense, other non-cash accretion, non-cash mark-to-market loss (gain) on gas hedges and business interruption expenses. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our consolidated financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
•our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities, such as Blue Creek.
We believe that the presentation of Adjusted EBITDA in this report provides information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). Adjusted EBITDA should not be considered an alternative to net income (loss) or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjustments exclude some, but not all, items that affect net income and our presentation of Adjusted EBITDA may vary from that presented by other companies.
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Net income (loss) |
|
$ |
72,341 |
|
|
$ |
(8,168 |
) |
Interest expense (income), net |
|
|
584 |
|
|
|
(3,185 |
) |
Income tax expense (benefit) |
|
|
6,443 |
|
|
|
(6,030 |
) |
Depreciation and depletion |
|
|
52,273 |
|
|
|
45,277 |
|
Asset retirement obligation accretion (1) |
|
|
1,112 |
|
|
|
1,331 |
|
Stock compensation expense (2) |
|
|
10,099 |
|
|
|
8,053 |
|
Other non-cash accretion (3) |
|
|
495 |
|
|
|
494 |
|
Mark-to-market loss on gas hedges (4) |
|
|
- |
|
|
|
1,718 |
|
Business interruption (5) |
|
|
8 |
|
|
|
(2 |
) |
Adjusted EBITDA |
|
$ |
143,355 |
|
|
$ |
39,488 |
|
(1)Represents non-cash accretion expense associated with our asset retirement obligations.
(2)Represents non-cash stock compensation expense associated with equity awards.
(3)Represents non-cash accretion expense associated with our black lung obligations.
(4)Represents mark-to-market gain recognized on gas hedges.
(5)Represents ongoing legal expenses associated with the ongoing labor negotiations.
Results of Operations
Three Months Ended March 31, 2026 and 2025
The following table summarizes certain unaudited financial information for these periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
($ in thousands) |
|
2026 |
|
|
% of Total
Revenues |
|
|
2025 |
|
|
% of Total
Revenues |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
448,469 |
|
|
|
97.8 |
% |
|
$ |
294,933 |
|
|
|
98.3 |
% |
Other revenues |
|
|
10,119 |
|
|
|
2.2 |
% |
|
|
5,010 |
|
|
|
1.7 |
% |
Total revenues |
|
|
458,588 |
|
|
|
100.0 |
% |
|
|
299,943 |
|
|
|
100.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (exclusive of items shown separately below) |
|
|
290,418 |
|
|
|
63.3 |
% |
|
|
245,735 |
|
|
|
81.9 |
% |
Cost of other revenues (exclusive of items shown separately below) |
|
|
8,330 |
|
|
|
1.8 |
% |
|
|
7,873 |
|
|
|
2.6 |
% |
Depreciation and depletion |
|
|
52,273 |
|
|
|
11.4 |
% |
|
|
45,277 |
|
|
|
15.1 |
% |
Selling, general and administrative |
|
|
28,199 |
|
|
|
6.1 |
% |
|
|
18,442 |
|
|
|
6.1 |
% |
Total costs and expenses |
|
|
379,220 |
|
|
|
82.7 |
% |
|
|
317,327 |
|
|
|
105.8 |
% |
Operating income (loss) |
|
|
79,368 |
|
|
|
17.3 |
% |
|
|
(17,384 |
) |
|
|
(5.8 |
)% |
Interest expense |
|
|
(3,171 |
) |
|
|
(0.7 |
)% |
|
|
(2,107 |
) |
|
|
(0.7 |
)% |
Interest income |
|
|
2,587 |
|
|
|
0.6 |
% |
|
|
5,293 |
|
|
|
1.8 |
% |
Income (loss) before income tax expense (benefit) |
|
|
78,784 |
|
|
|
17.2 |
% |
|
|
(14,198 |
) |
|
|
(4.7 |
)% |
Income tax expense (benefit) |
|
|
6,443 |
|
|
|
1.4 |
% |
|
|
(6,030 |
) |
|
|
(2.0 |
)% |
Net income (loss) |
|
$ |
72,341 |
|
|
|
15.8 |
% |
|
$ |
(8,168 |
) |
|
|
(2.7 |
)% |
Sales and cost of sales components on a per unit basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Met Coal (metric tons in thousands) |
|
|
|
|
|
|
Metric tons sold |
|
|
2,723 |
|
|
|
1,970 |
|
Metric tons produced |
|
|
3,173 |
|
|
|
2,045 |
|
Average net selling price per metric ton |
|
$ |
164.70 |
|
|
$ |
149.71 |
|
Cash cost of sales per metric ton |
|
$ |
106.02 |
|
|
$ |
123.87 |
|
We produced 3.2 million metric tons of steelmaking coal for the three months ended March 31, 2026 compared to 2.0 million metric tons for the three months ended March 31, 2025, representing a 55.2% increase. The increased production was primarily driven by an increase in tons produced at the Blue Creek mine.
Sales for the three months ended March 31, 2026 were $448.5 million compared to $294.9 million for the three months ended March 31, 2025. The $153.6 million increase in sales was primarily driven by a $112.7 million increase due to a 38.2% increase in steelmaking coal sales volume primarily due to Blue Creek combined with a $40.9 million increase related to a $14.99 per metric ton increase in the average net selling price per metric ton of our steelmaking coal. The average net selling price of our steelmaking coal increased $14.99 from $149.71 per metric ton in the first quarter of 2025 to $164.70 per metric ton in the first quarter of 2026.
For the three months ended March 31, 2026, our geographic customer sales volume mix was 61% in Asia, 25% in Europe and 14% in South America. For the three months ended March 31, 2025, our geographic customer sales volume mix was 43.0% in Asia, 36.0% in Europe, 20.0% in South America and 1.0% in the United States. Our geographic customer mix typically varies each period based on the timing of customer orders and shipments.
Other revenues for the three months ended March 31, 2026 were $10.1 million compared to $5.0 million for the three months ended March 31, 2025. Other revenues are comprised of revenue derived from our natural gas operations, gains and losses on our natural gas hedges and earned royalty revenue. The $5.1 million increase in other revenues is primarily due to an increase in the Southern Louisiana natural gas price average per Million British Thermal Unit ("MMBtu") of 52% offset partially by a decrease in natural gas
sales volumes of 7% compared to the prior year comparable period and a loss on mark-to-market gas hedges of $2.2 million which was included in the prior year comparable period.
Cost of sales was $290.4 million, or 63.3% of total revenues, for the three months ended March 31, 2026, compared to $245.7 million, or 81.9% of total revenues for the three months ended March 31, 2025. The $44.7 million increase is primarily driven by a $93.3 million increase due to a 753 thousand metric ton increase in steelmaking coal sales volume primarily driven by coal sales from the Blue Creek mine offset partially by a $48.6 million decrease due to a $17.85 per metric ton decrease in cash cost of sales per metric ton due to the sales mix of Blue Creek coal with its inherent lower cost structure, a benefit from the 45X Credit of $8.4 million, our disciplined approach to cost control, an increase in tons produced. For the three months ended March 31, 2026, cost of production represented 64% of cost of sales and transportation and royalties accounted for approximately 39% compared to cost of production of 66% and transportation and royalties of 34% for the three months ended March 31, 2025.
Cost of other revenues was $8.3 million or 1.8% of total revenues, for the three months ended March 31, 2026, compared to $7.9 million, or 2.6% of total revenues for three months ended March 31, 2025. The increase is primarily driven by higher gas compression costs offset partially by a 7% decrease in gas sales volumes.
Depreciation and depletion expenses were $52.3 million, or 11.4% of total revenues, for the three months ended March 31, 2026, compared to $45.3 million, or 15.1% of total revenues for the three months ended March 31, 2025. The $7.0 million increase in depreciation and depletion is primarily driven by an increase in additional assets placed into service at Blue Creek combined with a 38.2% increase in steelmaking coal sales volume as depreciation and depletion is first capitalized into coal inventory and relieved when the tons are sold.
Selling, general and administrative expenses were $28.2 million, or 6.1% of total revenues, for the three months ended March 31, 2026, compared to $18.4 million, or 6.1% of total revenues, for the three months ended March 31, 2025. The $9.8 million increase in selling, general and administrative expenses for the period is primarily due to an increase in employee related expenses, including stock compensation expense.
Interest expense was $3.2 million, or 0.7% of total revenues, for the three months ended March 31, 2026, compared to interest expense of $2.1 million, or 0.7% of total revenues, for the three months ended March 31, 2025. The $1.1 million increase is due to an increase in interest on additional financing leases.
Interest income was $2.6 million, or 0.6% of total revenues for the three months ended March 31, 2026, compared to $5.3 million, or 1.8% of total revenues for the three months ended March 31, 2025. The $2.7 million decrease was primarily driven by a decrease in invested cash balances and lower rates of return earned on our investments.
For the three months ended March 31, 2026, we recognized an income tax expense of $6.4 million compared to income tax benefit of $6.0 million for the three months ended March 31, 2025. We estimated our annual effective tax rate and applied this effective tax rate to our year-to-date pretax income at the end of the interim reporting period. The $6.4 million income tax expense for the three months ended March 31, 2026, is driven by pre-tax income and depletion and Internal Revenue Code ("IRC") Section 250 Deduction: Foreign-Derived Intangible Income ("FDII") deductions. The prior year comparable period income tax benefit is driven by a pre-tax loss and a tax benefit related to depletion and FDII deductions.
The OBBBA was enacted on July 4, 2025, and updated the FDII to FDDEI, which provides for, among other things, a permanent deduction of 33.34% of FDDEI, which reduces the statutory tax rate to 14% of such income. The changes will take effect for taxable years beginning after December 31, 2025. The marginal well credit is a production-based tax credit that provides a credit for qualified natural gas production and is phased out when natural gas prices exceed certain thresholds.
Liquidity and Capital Resources
Overview
Our sources of cash have been steelmaking coal and natural gas sales to customers, proceeds received from the Notes and access to our Amended ABL Facility. Historically, our primary uses of cash have been for funding the operations of our coal and natural gas production operations, working capital, our capital expenditures, including capital expenditures and mine development for the development of Blue Creek, our reclamation obligations, payment of principal and interest on our Notes, professional fees and other non-recurring transaction expenses. In addition, we used available cash on hand to repurchase shares of common stock and to pay our quarterly and special dividends, each of which reduces or reduced cash and cash equivalents.
Going forward, we plan to use cash to fund debt service payments on our Notes, the Amended ABL Facility and our other indebtedness, to fund operating activities, working capital, capital expenditures, our reclamation obligations, our finance lease obligations, our black lung obligations, our federal coal lease obligations, professional fees and other non-recurring transaction expenses
and strategic investments, and, if declared, to pay our quarterly and/or special dividends. Our ability to fund our capital needs going forward will depend on our ongoing ability to generate cash from operations and borrowing availability under the Amended ABL Facility, and, in the case of any future strategic investments, capital needs or special dividends financed partially or wholly with debt financing and our ability to access the capital markets to raise additional capital.
Our total liquidity as of March 31, 2026 was $363.7 million, consisting of cash and cash equivalents of $202.6 million, short-term investments of $20.6 million, which is net of $10.0 million posted as collateral and $140.5 million available under our Amended ABL Facility. As of March 31, 2026, no loans were outstanding under the Amended ABL Facility and there were $2.5 million of letters of credit issued and outstanding under the Amended ABL Facility.
In the future, we may, at any time and from time to time, seek to retire or purchase additional Notes in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, if any, and other factors.
We are responsible for medical and disability benefits for black lung disease under the Federal Coal Mine Health and Safety Act of 1969, as amended. Beginning on April 1, 2016 through May 31, 2018, we were insured under a guaranteed cost insurance policy, through a third-party insurance carrier, for black lung claims raised by any employee subsequent to the acquisition of certain assets of Walter Energy, Inc. ("Walter Energy"). From June 1, 2018 to May 31, 2020 and June 1, 2020 to May 31, 2024, we had a deductible policy where the Company was responsible for the first $0.5 million and $1.0 million, respectively, for each black lung and workers compensation related claim from any of our employees. Beginning on June 1, 2024, we have a deductible policy where we are responsible for the first $2.0 million of each black lung and workers compensation related claim from any of our employees.
We assumed all of the black lung liabilities of Walter Energy and its U.S. subsidiaries. We are self-insured for these black lung liabilities and have posted $18.6 million in surety bonds and $10.0 million of collateral recognized as short-term investments in addition to maintaining a black lung trust of $1.0 million that was acquired from Walter Energy. We received a letter from the Division of Coal Mine Workers' Compensation ("DCWMC") on February 21, 2020, under its new process for self-insurance renewals, which would require us to increase the amount of collateral posted to $39.8 million, but we appealed such increase. We received another letter from the DCWMC on December 8, 2021 requesting additional information to support our appeal of the collateral requested by the DOL. On February 9, 2022, the DCWMC held a conference call with representatives from the Company related to our appeal. On July 12, 2022, we received a decision on our appeal from the DCWMC lowering the amount of collateral required to be posted from $39.8 million to $28.0 million. We appealed this decision.
On January 19, 2023, the DOL proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers, which was then subsequently revised as part of the final rules published on December 12, 2024, which became effective on January 13, 2025 (the "2025 Final Regulations"). The 2025 Final Regulations required, among other requirements, all self-insured operators to post security of at least 100 percent of their projected black lung liabilities. On January 14, 2025, we received a letter from the DCMWC outlining the new procedures and application process for authorizing operators to self-insure under the new regulations. The letter outlined authorization form requirements and provided a 60-day period for the submission of the required documents. Subsequently, on February 20, 2025, we received another letter from the DCMWC stating that the 60-day deadline to provide information was no longer applicable and no information was required to be submitted at this time. DCWMC further stated that additional guidance would be provided in due course after consultation with the new DOL leadership.
In the ordinary course of our business, we are required to provide surety bonds and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds or other acceptable security to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. As of March 31, 2026, we had outstanding surety bonds and letters of credit with parties for post-mining reclamation at all of our mining operations totaling $47.5 million, $18.6 million as collateral for self-insured black lung related claims, $16.0 million for federal coal leases and $6.4 million for miscellaneous purposes.
We believe that our future cash flows from operations, together with cash on our balance sheet and proceeds from the borrowings under our Amended ABL Facility, will provide adequate resources to fund our debt service payments, asset retirement obligations, finance lease obligations, federal coal lease obligations, black lung obligations and planned operating and capital expenditure needs for at least the next twelve months and beyond. However, we will continue to assess our liquidity needs in light of the current weakness in steelmaking coal prices.
The Company's principal contractual commitments include repayments of long-term debt and related interest, potential minimum throughput payments associated with our rail and port providers, asset retirement obligation payments, black lung obligation payments, payments on various coal and land leases, including the federal coal lease obligations, and payments under financing lease obligations. Currently, there are no known trends or expected changes anticipated in future periods that would not be indicative of past results for our contractual commitments.
Refer to the respective notes to our audited financial statements for the year ended December 31, 2025 included in our 2025 Annual Report for further information about our asset retirement obligations (Note 9), black lung obligations (Note 10), financing lease payment obligations (Note 11), federal coal leases (Note 12), credit facilities and long-term debt (Note 13), commitments and contingencies (Note 14), share repurchase programs (Note 17) and derivative instruments (Note 18).
If our cash flows from operations are less than we require, we may need to incur additional debt or issue additional equity. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be affected by many factors, including: (i) our credit ratings, (ii) the liquidity of the overall capital markets, (iii) the current state of the global economy and (iv) restrictions in our Amended ABL Facility, the indenture governing the Notes (the "Indenture"), and any other existing or future debt agreements. There can be no assurance that we will have or continue to have access to the capital markets on terms acceptable to us or at all.
Statements of Cash Flows
Cash balances were $202.6 million and $300.0 million at March 31, 2026 and December 31, 2025, respectively.
The following table sets forth, a summary of the net cash (used in) provided by operating, investing and financing activities for the period (in thousands):
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For the three months ended March 31, |
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|
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2026 |
|
|
2025 |
|
Net cash (used in) provided by operating activities |
|
$ |
(11,726 |
) |
|
$ |
10,917 |
|
Net cash used in investing activities |
|
|
(57,429 |
) |
|
|
(77,765 |
) |
Net cash (used in) provided by financing activities |
|
|
(28,145 |
) |
|
|
30,309 |
|
Net decrease in cash, cash equivalents and restricted cash |
|
$ |
(97,300 |
) |
|
$ |
(36,539 |
) |
Operating Activities
Net cash flows from operating activities consist of net income (loss) adjusted for noncash items, such as depreciation and depletion of property, plant and equipment and mineral interests, deferred income tax expense (benefit), stock-based compensation expense, amortization of debt issuance costs and debt discount, accretion of asset retirement obligations, mark-to-market adjustments on gas hedges and changes in net working capital. The timing between the conversion of our billed and unbilled receivables into cash from our customers, production and sale of coal inventory and disbursements to our vendors is the primary driver of changes in our working capital.
Net cash used in operating activities was $11.7 million for the three months ended March 31, 2026, and was primarily attributed to a net income of $72.3 million adjusted for depreciation and depletion expense of $52.3 million, stock based compensation expense of $10.1 million, deferred income tax expense of $1.9 million, accretion of asset retirement obligations of $1.1 million, amortization of debt issuance costs and debt discount of $0.4 million and an increase in our net working capital of $145.8 million, primarily reflecting higher accounts receivable due to higher sales volumes and the timing of sales, higher inventories due to higher production and lower accrued expenses due to timing of payments.
Net cash provided by operating activities was $10.9 million for the three months ended March 31, 2025, and was primarily attributed to a net loss of $8.2 million adjusted for depreciation and depletion expense of $45.3 million, stock based compensation expense of $8.1 million, deferred income tax benefit of $6.5 million, mark-to-market loss on gas hedges of $1.7 million, accretion of asset retirement obligations of $1.3 million, amortization of debt issuance costs and debt discount of $0.4 million, and an increase in our net working capital of $31.8 million. The increase in our working capital was primarily driven by increases in accounts receivable due to higher sales volumes and the timing of sales, lower accrued expenses and higher accounts payable.
Investing Activities
Net cash used in investing activities was $57.4 million and $77.8 million for the three months ended March 31, 2026 and 2025, respectively, primarily due to purchases of property, plant and equipment and mine development offset partially by proceeds from the sale of short term investments. Capital expenditures for the development of Blue Creek were $66.1 million and $55.3 million for the three months ended March 31, 2026 and 2025, respectively.
Financing Activities
Net cash used in financing activities was $28.1 million for the three months ended March 31, 2026, primarily due to payments for taxes related to net share settlement of equity awards of $14.8 million, principal repayments of finance lease obligations of $8.6 million and payment of regular quarterly dividends of $4.7 million.
Net cash provided by financing activities was $30.3 million for the three months ended March 31, 2025, primarily due to the receipt of proceeds on equipment financing for leases yet to commence of $48.8 million offset partially by payments for taxes related to net share settlement of equity awards of $9.4 million, payment of regular quarterly dividends of $5.2 million and principal repayments of finance lease obligations of $3.9 million.
Capital Allocation Policy
On May 17, 2017, the Board adopted the Capital Allocation Policy of paying a quarterly cash dividend of $0.05 per share. In February 2022, we announced that the Board approved an increase in the regular quarterly cash dividend by 20%, from $0.05 per share to $0.06 per share. In February 2023, we announced that the Board approved an increase in the regular quarterly cash dividend by 17%, from $0.06 per share to $0.07 per share. On February 9, 2024, we announced the Board approved an increase in the regular quarterly cash dividend by 14% from $0.07 per share to $0.08 per share and declared a special cash dividend of $0.50 per share. We intend on returning cash to stockholders in stronger price markets where we are generating significant amounts of cash flow, and less cash to stockholders during weaker markets. We also intend on using stock repurchases when there is no short- or long-term use for additional cash that will deliver meaningful value to stockholders. We have paid a regular quarterly cash dividend every quarter since the Board adopted the Capital Allocation Policy.
The Capital Allocation Policy states the following: In addition to the regular quarterly dividend and to the extent that the Company generates excess cash that is beyond the then current requirements of the business, the Board may consider returning all or a portion of such excess cash to stockholders through a special dividend or implementation of a stock repurchase program. Any future dividends or stock repurchases will be at the discretion of the Board and subject to consideration of a number of factors, including business and market conditions, future financial performance and other strategic investment opportunities. The Company will also seek to optimize its capital structure to improve returns to stockholders while allowing flexibility for the Company to pursue selective strategic growth opportunities that can provide compelling stockholder returns.
During the three months ended March 31, 2026, we paid $4.7 million of regular quarterly dividends under the Capital Allocation Policy.
Regular Quarterly Dividend
On February 11, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid March 3, 2025, to stockholders of record as of the close of business on February 24, 2025.
On April 23, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid on May 12, 2025, to stockholders of record as of the close of business on May 5, 2025.
On July 29, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which was paid on August 15, 2025, to stockholders of record as of the close of business on August 8, 2025.
On October 28, 2025, our Board declared a regular quarterly cash dividend of $0.08 per share, which which was paid on November 14, 2025, to stockholders of record as of the close of business on November 7, 2025.
On February 10, 2026, the Board declared a regular quarterly cash dividend of $0.08 per share, which was paid on March 2, 2026, to stockholders of record as of the close of business on February 23, 2026.
On April 20, 2026, the Board declared a regular quarterly cash dividend of $0.08 per share, which the Company plans to distribute on May 7, 2026, to stockholders of record as of the close of business on May 1, 2026.
Amended ABL Facility
On August 28, 2025, Warrior Met Coal, Inc. (the “Company”) entered into that certain First Amendment to Second Amended and Restated Asset-Based Revolving Credit Agreement (the “Amendment”), by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders party thereto and Citibank, N.A. as administrative agent, which amends the Company's existing Second Amended and Restated Asset-Based Revolving Credit Agreement (the “credit facility”, and the credit
facility as amended by the Amendment, the “Amended ABL Facility”). The Amendment, among other things, (i) increases the aggregate commitments available to be borrowed under the Amended ABL Facility by $27.0 million to $143.0 million; (ii) extends the maturity date of the credit facility to the earlier of (x) August 28, 2030 and (y) 91 days prior to the maturity date of the Company's 7.875% Senior Notes due 2028 (if such notes are still outstanding as of such date); and (iii) amends certain borrowing base calculations and other terms and provisions of the credit facility. As of March 31, 2026, no loans were outstanding under the Amended ABL Facility and there were $2.5 million of letters of credit issued and outstanding under the Amended ABL Facility. At March 31, 2026, we had $140.5 million of availability under the Amended ABL Facility.
Revolving loan (and letter of credit) availability under the Amended ABL Facility is subject to a borrowing base, which at any time is equal to the sum of certain eligible billed and unbilled accounts receivable, certain eligible inventory, certain eligible supplies inventory and qualified cash, in each case, subject to specified advance rates. The borrowing base availability is subject to certain reserves, which may be established by the agent in its reasonable credit discretion. The reserves may include rent reserves, lower of cost or market reserves, port charges reserves and any other reserves that the Agent determines in its reasonable credit judgment to the extent such reserves relate to conditions that could reasonably be expected to have an adverse effect on the value of the collateral included in the borrowing base.
Borrowings under the Amended ABL Facility bear interest at a rate equal to either (i) the Secured Overnight Financing Rate ("SOFR"), or (ii) an alternate base rate plus, in each case of the foregoing (i) and (ii), an applicable margin, which is determined based on the average availability of the commitments under the Amended ABL Facility, ranging currently from 150 bps to 200 bps or 50 bps to 100 bps, respectively. In addition to paying interest on the outstanding borrowings under the Amended ABL Facility, we are required to pay a fee in respect of unutilized commitments, which is based on the availability of the commitments under the Amended ABL Facility, ranging from 25 bps to 37.5 bps. We are also required to pay a fee on amounts available to be drawn under outstanding letters of credit under the Amended ABL Facility at a rate not in excess of 200 bps, and certain administrative fees.
The Amended ABL Facility contains customary covenants for asset-based credit agreements of this type, including among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on the existence or incurrence of certain indebtedness; (iii) restrictions on the existence or incurrence of certain liens; (iv) restrictions on making certain restricted payments; (v) restrictions on making certain investments; (vi) restrictions on certain mergers, consolidations and asset dispositions; (vii) restrictions on certain transactions with affiliates; and (viii) restrictions on modifications to certain indebtedness. Additionally, the Amended 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 Amended ABL Facility is less than a certain amount. As of March 31, 2026, we were not subject to this covenant. Subject to customary grace periods and notice requirements, the Amended ABL Facility also contains customary events of default.
We were in compliance with all applicable covenants under the Amended ABL Facility as of March 31, 2026.
Senior Secured Notes
On December 6, 2021, we issued $350.0 million in aggregate principal amount of 7.875% senior secured notes due 2028 (the “Notes”) at an initial price of 99.3% of their face amount. The Notes were issued to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act. We used the net proceeds of the offering of the Notes, together with cash on hand, to fund the redemption of all of our outstanding 8.00% senior secured notes due 2024 (the “Existing Notes”), including payment of the redemption premium in connection with such redemption. Since inception, the Company has paid down principal totaling $193.5 million on the Notes. Interest on the Notes is payable on June 1 and December 1 of each year, commencing on June 1, 2022. The Notes will mature on December 1, 2028.
Capital Expenditures
Our mining operations require investments to maintain, expand, upgrade or enhance our operations and to comply with environmental regulations. Maintaining and expanding mines and related infrastructure is capital intensive. Specifically, the exploration, permitting and development of met coal reserves, mining costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require ongoing capital expenditures. The cost of our capital expenditures are also impacted by inflation and tariffs and any prolonged inflation and/or tariffs could result in higher costs and decreased margins and earnings. While a significant amount of the capital expenditures required at our mines has been spent, we must continue to invest capital to maintain our production. In addition, any decisions to increase production at our mines could also affect our capital needs or cause future capital expenditures to be higher than in the past and/or higher than our estimates.
To fund our capital expenditures, we may be required to use cash from our operations, incur debt or sell equity securities. Our ability to obtain bank financing or our ability to access the capital markets for future equity or debt offerings may be limited by our
financial condition at the time of any such financing or offering and the covenants in our current or future debt agreements, as well as by general economic conditions and uncertainties, that are beyond our control.
Our capital expenditures were $80.1 million and $68.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Capital expenditures for these periods are primarily related to investments required to develop Blue Creek as well as expenditures necessary to maintain our property, plant and equipment. Capital expenditures for the development of Blue Creek for the three months ended March 31, 2026 were $66.1 million and $1,022.9 million has been spent on this project to date. Our deferred mine development costs were $10.8 million for the three months ended March 31, 2025, and relate to the development of Blue Creek.
Our capital spending is expected to range from $155.0 million to $190.0 million for the full year 2026, consisting of sustaining capital expenditures of approximately $105.0 to $115.0 million and discretionary capital expenditures of approximately $50.0 to $75.0 million for the final construction of Blue Creek. Our sustaining capital expenditures include expenditures related to longwall operations and continuous miners.
Critical Accounting Policies
The financial statements are prepared in conformity with U.S. GAAP, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the period presented. Management evaluates these estimates and assumptions on an ongoing basis, using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from management’s estimates.
Our most critical accounting estimates are those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are based upon management’s historical experience and on various other assumptions that we believe are reasonable under the circumstances. Changes in estimates used in these and other items could have a material impact on our financial statements.
As of March 31, 2026, there have been no material changes to our critical accounting estimates as described in the "Critical Accounting Policies" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Annual Report.
Off-Balance Sheet Arrangements
In the ordinary course of our business, we are required to provide surety bonds and letters of credit to provide financial assurance for certain transactions and business activities. Federal and state laws require us to obtain surety bonds or other acceptable security to secure payment of certain long-term obligations including mine closure or reclamation costs and other miscellaneous obligations. As of March 31, 2026, we had outstanding surety bonds and letters of credit with parties for post-mining reclamation at all of our U.S. mining operations totaling $47.5 million, for collateral for self-insured black lung related claims totaling $18.6 million, for federal coal leases totaling $16.0 million and for miscellaneous purposes totaling $6.4 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are exposed to commodity price risk on sales of coal. We typically sell our steelmaking coal under contracts primarily with pricing terms of three months and volume terms of one to three years. Sales commitments in the steelmaking coal market are typically not long-term in nature, and we are, therefore, subject to fluctuations in market pricing.
We occasionally enter into natural gas swap contracts to hedge the exposure to variability in expected future cash flows associated with the fluctuations in the price of natural gas related to our forecasted sales. Our natural gas swap contracts economically hedge certain risk but are not designated as hedges for financial reporting purposes. All changes in the fair value of these derivative instruments are recorded as other revenues in the Consolidated Statements of Operations. Historically, all of our derivative instruments were entered into for hedging purposes rather than speculative trading. As of March 31, 2026, the Company had no gas contracts outstanding.
We have exposure to price risk for supplies that are used directly or indirectly in the normal course of production, such as diesel fuel, steel, explosives and other items. We manage our risk for these items through strategic sourcing contracts in normal quantities with our suppliers. We historically have not entered into any derivative commodity instruments to manage the exposure to changing price risk for supplies.
Credit Risk
Financial instruments that potentially subject us to a concentration of credit risk consist principally of trade receivables. We provide our products to customers based on an evaluation of the financial condition of our customers. In some instances, we require letters of credit, cash collateral or prepayments from our customers on or before shipment to mitigate the risk of loss. Exposure to losses on receivables is principally dependent on each customer’s financial condition. We monitor the exposure to credit losses and maintain allowances for anticipated losses. As of March 31, 2026 and December 31, 2025, the estimated allowance for credit losses was immaterial and did not have a material impact on the Company's financial statements.
Interest Rate Risk
We are exposed to market risk from changes in interest rates. Our Notes have a fixed rate of interest of 7.875% per annum and are payable semi-annually in arrears on June 1 and December 1 of each year.
Our Amended ABL Facility bears an interest rate equal to SOFR, or an alternate base rate plus an applicable margin, which is determined based on the average availability of the commitments under the Amended ABL Facility, ranging currently from 150 bps to 200 bps or 50 bps to 100 bps, respectively. Any debt that we incur under the Amended ABL Facility will expose us to interest rate risk. If interest rates increase significantly in the future, our exposure to interest rate risk will increase. As of March 31, 2026, assuming we had $140.5 million outstanding under our Amended ABL Facility, a 100-basis point increase or decrease in interest rates would increase or decrease our annual interest expense under the Amended ABL Facility by approximately $1.4 million.
Impact of Inflation
We have exposure to inflation for supplies that are used directly or indirectly in the normal course of production, such as belt structure, roof bolts, cable, magnetite, rock dust and other supplies, plus labor and parts on repair and rebuild equipment. These inflationary pressures have contributed to rising costs for us and may continue to do so in the future. We are applying a number of different strategies to mitigate the impact of inflation on our operations, including placing purchase orders earlier, utilizing short term contracts and leveraging our supplier relationships.
Tariff Risks
We are exposed to the impact of tariffs. New and existing tariffs as well as other trade measures that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries could result in reduced economic activity, increased costs in operating our business, reduced demand and/or changes in purchasing behavior for steelmaking coal, disruptions in our supply chain, material changes in the pricing of steelmaking coal, limits on trade with the United States or other potentially adverse economic outcomes. It is too early to quantify the impact of the tariffs on the Company's financial statements. We continue to analyze the impact of tariffs on our business and actions we can take to minimize their impact.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of March 31, 2026. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 8 of the “Notes to Condensed Financial Statements” in this Form 10-Q for a description of current legal proceedings, which is incorporated by reference in this Part II, Item 1.
We and our subsidiaries are parties to a number of other lawsuits arising in the ordinary course of our business. We record costs relating to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations cannot be predicted with certainty as any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such litigation will not have a material adverse effect on our financial statements.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in “Risk Factors” in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report. Our business, financial condition, operating results and cash flows can be impacted by a number of factors, any one of which could cause actual results to vary materially from recent results or from anticipated future results. In addition to the other information set forth in this Form 10-Q, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in our 2025 Annual Report, which could materially affect our business, financial condition or future results. However, the risks described in our 2025 Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also become material and adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth share repurchases of our common stock made during the three months ended March 31, 2026:
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Period |
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Total
Number of
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Purchased |
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Average
Price Paid
Per Share |
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Total
Number of
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Purchased
as Part of
Publicly
Announced
Plans or
Programs |
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under The
Plans or
Programs(1) |
|
January 1, 2026 - January 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
New Stock Repurchase Program(1) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
59,000,000 |
|
Employee Transactions(2) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
February 1, 2026 - February 28, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
New Stock Repurchase Program(1) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Employee Transactions(2) |
|
|
158,777 |
|
|
$ |
93.18 |
|
|
|
— |
|
|
|
|
March 1, 2026 - March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
New Stock Repurchase Program(1) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Employee Transactions(2) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
(1)On March 26, 2019, the Board approved the New Stock Repurchase Program that authorizes repurchases of up to an aggregate of $70.0 million of our outstanding common stock. The New Stock Repurchase Program does not require us to repurchase a specific number of shares or have an expiration date.
(2)These shares were acquired to satisfy certain employees' tax withholding obligations associated with the lapse of restrictions on certain restricted stock awards granted under the 2016 Equity Incentive Plan and 2017 Equity Incentive Plan. Upon acquisition, these shares were retired.
Item 3. Defaults on Senior Securities.
None.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
Item 5. Other Information.
Rule 10b5-1 Trading Plans
From time to time, members of the Company's Board of Directors and officers of the Company may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's insider trading policy.
On February 23, 2026, Jack K. Richardson, Chief Operating Officer of the Company, adopted a Rule 10b5-1 trading plan intended to satisfy affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "Rule 10b5-1 Plan"). Mr. Richardson's plan, which provides for the potential sale of up to 158,891 shares of the Company's common stock, terminates upon the earlier of March 12, 2027 or the date all shares subject to the plan have been sold.
On February 26, 2026, Kelli. K. Gant, Chief Administrative Officer and Corporate Secretary of the Company, adopted a Rule 10b5-1 trading plan intended to satisfy affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "Rule 10b5-1 Plan"). Ms. Gant's plan, which provides for the potential sale of up to 40,000 shares of the Company's common stock, terminates upon the earlier of December 31, 2027 or the date all shares subject to the plan have been sold.
On March 2, 2026, Walter J. Scheller, III, Chief Executive Officer and Director of the Company, adopted a Rule 10b5-1 trading plan intended to satisfy affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "Rule 10b5-1 Plan"). Mr. Scheller's plan, which provides for the potential sale of up to 150,000 shares of the Company's common stock, terminates upon the earlier of December 31, 2027 or the date all shares subject to the plan have been sold.
Item 6. Exhibits
|
|
|
Exhibit Number |
|
Description |
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 |
|
Certificate of Amendment to the Certificate of Incorporation of Warrior Met Coal, Inc. (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 March 20, 2020) |
|
|
|
3.3 |
|
Second Certificate of Amendment of the Certificate of Incorporation of Warrior Met Coal, Inc. (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 April 26, 2022). |
|
|
|
3.4 |
|
Second Amended and Restated Bylaws of Warrior Met Coal, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-38061) filed with the Commission on August 1, 2025). |
|
|
|
3.5 |
|
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) |
|
|
|
10.1 |
|
First Amendment to Second Amended and Restated Asset-Based Revolving Credit Agreement, dated as of August 28,2025, by and among Warrior Met Coal, Inc. and certain of its subsidiaries, as borrower, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent) (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 September 2, 2025). |
|
|
|
10.2 |
|
Federal Coal Lease ALES-056519/ALES106175190: Warrior Met Coal BC, LLC (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the Commission on February 12, 2026). |
|
|
|
10.3 |
|
Federal Coal Lease ALES-055797/ALES105879673: Warrior Met Coal Mining, LLC (incorporated by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K (File No. 001-38061) filed with the Commission on February 12, 2026). |
|
|
|
10.4† |
|
Warrior Met Coal, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 (File No. 333-295185) filed with the Commission on April 20, 2026). |
|
|
|
31.1* |
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. |
|
|
|
31.2* |
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. |
|
|
|
32.1** |
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
95* |
|
Mine Safety Disclosures Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 299.104). |
|
|
|
101.INS* |
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
† Management contract, compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
WARRIOR MET COAL, INC. |
|
|
|
|
|
|
Date: April 30, 2026 |
By: |
/s/ Dale W. Boyles |
|
|
Dale W. Boyles |
|
|
Chief Financial Officer (on behalf of the registrant and as Principal Financial and Accounting Officer) |
