Coronado Global Resources Inc. - Quarter Report: 2021 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM 10-Q
___________________________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-16247
___________________________________________________
Coronado Global Resources Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware |
| |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
Level 33, Central Plaza One, 345 Queen Street
Brisbane, Queensland, Australia 4000
(Address of principal executive offices) (Zip Code)
(61) 7 3031 7777
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
___________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| None |
| None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
|
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
The registrant’s common stock is publicly traded on the Australian Securities Exchange in the form of CHESS Depositary Interests, or CDIs, convertible at the option of the holders into shares of the registrant’s common stock on a 10-for-1 basis. The total number of shares of the registrant's common stock, par value $0.01 per share, outstanding on October 31, 2021, including shares of common stock underlying CDIs, was167,645,373 .
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
(In US$ thousands, except share data)
Assets |
| Note |
| (Unaudited) September 30, 2021 |
| December 31, 2020 | ||
Current assets: |
|
|
|
|
|
|
|
|
Cash and restricted cash |
|
|
| $ | 195,979 |
| $ | 45,736 |
Trade receivables |
| 6 |
|
| 245,427 |
|
| 175,206 |
Related party trade receivables |
| 6 |
|
| — |
|
| 81,970 |
Income tax receivable |
|
|
|
| 7,327 |
|
| 20,325 |
Inventories |
| 8 |
|
| 120,149 |
|
| 110,135 |
Other current assets |
|
|
|
| 39,307 |
|
| 44,006 |
Assets held for sale |
|
|
|
| 49,929 |
|
| 52,524 |
Total current assets |
|
|
|
| 658,118 |
|
| 529,902 |
Non-current assets: |
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
| 9 |
|
| 1,409,886 |
|
| 1,521,508 |
Right of use asset – operating leases, net |
|
|
|
| 15,475 |
|
| 19,498 |
Goodwill |
|
|
|
| 28,008 |
|
| 28,008 |
Intangible assets, net |
|
|
|
| 4,064 |
|
| 4,217 |
Restricted deposits |
|
|
|
| 77,182 |
|
| 8,425 |
Deferred income tax assets |
|
|
|
| — |
|
| 24,654 |
Other non-current assets |
|
|
|
| 9,173 |
|
| 12,264 |
Total assets |
|
|
| $ | 2,201,906 |
| $ | 2,148,476 |
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
| $ | 88,190 |
| $ | 74,651 |
Accrued expenses and other current liabilities |
| 10 |
|
| 238,344 |
|
| 234,526 |
Asset retirement obligations |
|
|
|
| 6,785 |
|
| 6,012 |
Contract obligations |
|
|
|
| 39,185 |
|
| 40,295 |
Lease liabilities |
|
|
|
| 8,738 |
|
| 8,414 |
Other current financial liabilities |
|
|
|
| 13,031 |
|
| 7,129 |
Liabilities held for sale |
|
|
|
| 16,036 |
|
| 16,719 |
Total current liabilities |
|
|
|
| 410,309 |
|
| 387,746 |
Non-current liabilities: |
|
|
|
|
|
|
|
|
Asset retirement obligations |
|
|
|
| 115,434 |
|
| 116,132 |
Contract obligations |
|
|
|
| 149,296 |
|
| 185,823 |
Deferred consideration liability |
|
|
|
| 221,960 |
|
| 216,513 |
Interest bearing liabilities |
| 11 |
|
| 332,817 |
|
| 327,625 |
Other financial liabilities |
|
|
|
| 14,741 |
|
| — |
Lease liabilities |
|
|
|
| 14,972 |
|
| 20,582 |
Deferred income tax liabilities |
|
|
|
| 36,495 |
|
| 64,366 |
Other non-current liabilities |
|
|
|
| 28,613 |
|
| 22,826 |
Total liabilities |
|
|
|
| 1,324,637 |
|
| 1,341,613 |
Common stock $0.01 par value; 1,000,000,000 shares authorized, 167,645,373 shares issued and outstanding as of September 30, 2021 and 138,387,890 shares issued and outstanding as of December 31, 2020 |
|
|
|
| 1,677 |
|
| 1,384 |
Series A Preferred stock $0.01 par value; 100,000,000 shares authorized, 1 Share issued and outstanding as of September 30, 2021 and December 31, 2020 |
|
|
|
| — |
|
| — |
Additional paid-in capital |
|
|
|
| 1,090,135 |
|
| 993,052 |
Accumulated other comprehensive losses |
| 16 |
|
| (41,557) |
|
| (28,806) |
Accumulated losses |
|
|
|
| (172,986) |
|
| (158,919) |
Coronado Global Resources Inc. stockholders’ equity |
|
|
|
| 877,269 |
|
| 806,711 |
Noncontrolling interest |
|
|
|
| — |
|
| 152 |
Total stockholders’ equity |
|
|
|
| 877,269 |
|
| 806,863 |
Total liabilities and stockholders’ equity |
|
|
| $ | 2,201,906 |
| $ | 2,148,476 |
See accompanying notes to unaudited condensed consolidated financial statements. |
Coronado Global Resources Inc. Form 10-Q September 30, 20212
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
(In US$ thousands, except share data)
|
|
|
| Three months ended September 30, |
| Nine months ended September 30, | ||||||||
|
| Note |
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal revenues |
| 3 |
| $ | 563,287 |
| $ | 349,686 |
| $ | 1,246,918 |
| $ | 955,385 |
Coal revenues from related parties |
| 3, 6 |
|
| — |
|
| 17,051 |
|
| 97,335 |
|
| 106,169 |
Other revenues |
| 3 |
|
| 10,304 |
|
| 9,648 |
|
| 29,705 |
|
| 28,497 |
Total revenues |
|
|
|
| 573,591 |
|
| 376,385 |
|
| 1,373,958 |
|
| 1,090,051 |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of coal revenues (exclusive of items shown separately below) |
|
|
|
| 309,513 |
|
| 263,858 |
|
| 889,771 |
|
| 745,203 |
Depreciation, depletion and amortization |
|
|
|
| 38,461 |
|
| 48,693 |
|
| 132,754 |
|
| 135,542 |
Freight expenses |
|
|
|
| 58,043 |
|
| 50,590 |
|
| 166,090 |
|
| 133,475 |
Stanwell rebate |
|
|
|
| 12,274 |
|
| 25,157 |
|
| 43,169 |
|
| 82,571 |
Other royalties |
|
|
|
| 39,099 |
|
| 21,697 |
|
| 83,219 |
|
| 65,151 |
Selling, general, and administrative expenses |
|
|
|
| 8,044 |
|
| 6,785 |
|
| 21,250 |
|
| 20,138 |
Restructuring costs |
|
|
|
| — |
|
| — |
|
| 2,300 |
|
| — |
Total costs and expenses |
|
|
|
| 465,434 |
|
| 416,780 |
|
| 1,338,553 |
|
| 1,182,080 |
Operating income (loss) |
|
|
|
| 108,157 |
|
| (40,395) |
|
| 35,405 |
|
| (92,029) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
| (18,251) |
|
| (12,207) |
|
| (49,982) |
|
| (36,528) |
Loss on debt extinguishment |
|
|
|
| — |
|
| — |
|
| (5,744) |
|
| — |
Impairment of assets |
|
|
|
| — |
|
| — |
|
| — |
|
| (63,111) |
Decrease in provision for discounting and credit losses |
|
|
|
| 2,430 |
|
| — |
|
| 8,074 |
|
| — |
Other, net |
| 4 |
|
| (1,252) |
|
| (361) |
|
| (3,610) |
|
| (4,846) |
Total other expense, net |
|
|
|
| (17,073) |
|
| (12,568) |
|
| (51,262) |
|
| (104,485) |
Income (loss) before tax |
|
|
|
| 91,084 |
|
| (52,963) |
|
| (15,857) |
|
| (196,514) |
Income tax (expense) benefit |
| 13 |
|
| (9,096) |
|
| 11,169 |
|
| 1,788 |
|
| 31,525 |
Net income (loss) |
|
|
|
| 81,988 |
|
| (41,794) |
|
| (14,069) |
|
| (164,989) |
Less: Net loss attributable to noncontrolling interest |
|
|
|
| — |
|
| (2) |
|
| (2) |
|
| (6) |
Net income (loss) attributable to Coronado Global Resources Inc. |
|
|
| $ | 81,988 |
| $ | (41,792) |
| $ | (14,067) |
| $ | (164,983) |
Other comprehensive income, net of income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
| 16 |
|
| (7,966) |
|
| 14,867 |
|
| (16,796) |
|
| 461 |
Net (loss) gain on cash flow hedges, net of tax |
| 16 |
|
| (2,204) |
|
| 3,027 |
|
| 4,045 |
|
| (11,619) |
Total other comprehensive income (loss) |
|
|
|
| (10,170) |
|
| 17,894 |
|
| (12,751) |
|
| (11,158) |
Total comprehensive income (loss) |
|
|
|
| 71,818 |
|
| (23,900) |
|
| (26,820) |
|
| (176,147) |
Less: Net loss attributable to noncontrolling interest |
|
|
|
| — |
|
| (2) |
|
| (2) |
|
| (6) |
Total comprehensive income (loss) attributable to Coronado Global Resources Inc. |
|
|
| $ | 71,818 |
| $ | (23,898) |
| $ | (26,818) |
| $ | (176,141) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| 14 |
|
| 0.49 |
|
| (0.37) |
|
| (0.09) |
|
| (1.62) |
Diluted |
| 14 |
|
| 0.49 |
|
| (0.37) |
|
| (0.09) |
|
| (1.62) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements. |
Coronado Global Resources Inc. Form 10-Q September 30, 20213
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(In US$ thousands, except share data)
|
|
| Common stock |
| Preferred stock |
| Additional |
| Accumulated other |
|
|
|
|
| Total | ||||
|
|
|
|
|
|
|
|
|
|
| paid in |
| comprehensive |
| (Accumulated |
| Noncontrolling |
| stockholders |
|
|
| Shares |
| Amount |
| Series A |
| Amount |
| capital |
| losses |
| losses) |
| interest |
| equity |
Balance December 31, 2020 |
|
| 138,387,890 | $ | 1,384 |
| 1 | $ | — | $ | 993,052 | $ | (28,806) | $ | (158,919) | $ | 152 | $ | 806,863 |
Net loss |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (40,970) |
| (2) |
| (40,972) |
Other comprehensive income (net of $2,111 tax) |
|
| — |
| — |
| — |
| — |
| — |
| 317 |
| — |
| — |
| 317 |
Total comprehensive income (loss) |
|
| — |
| — |
| — |
| — |
| — |
| 317 |
| (40,970) |
| (2) |
| (40,655) |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| (538) |
| — |
| — |
| — |
| (538) |
Acquisition of noncontrolling interest |
|
| — |
| — |
| — |
| — |
| (703) |
| — |
| — |
| (150) |
| (853) |
Balance March 31, 2021 |
|
| 138,387,890 | $ | 1,384 |
| 1 | $ | — | $ | 991,811 | $ | (28,489) | $ | (199,889) | $ | — | $ | 764,817 |
Net loss |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (55,085) |
| — |
| (55,085) |
Other comprehensive loss (net of $24 tax) |
|
| — |
| — |
| — |
| — |
| — |
| (2,898) |
| — |
| — |
| (2,898) |
Total comprehensive loss |
|
| — |
| — |
| — |
| — |
| — |
| (2,898) |
| (55,085) |
| — |
| (57,983) |
Issuance of common stock, net |
|
| 29,257,483 |
| 293 |
| — |
| — |
| 97,448 |
| — |
| — |
| — |
| 97,741 |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| 737 |
| — |
| — |
| — |
| 737 |
Balance June 30, 2021 |
|
| 167,645,373 | $ | 1,677 |
| 1 | $ | — | $ | 1,089,996 | $ | (31,387) | $ | (254,974) | $ | — | $ | 805,312 |
Net income |
|
| — |
| — |
| — |
| — |
| — |
| — |
| 81,988 |
| — |
| 81,988 |
Other comprehensive loss (net of tax) |
|
| — |
| — |
| — |
| — |
| — |
| (10,170) |
| — |
| — |
| (10,170) |
Total comprehensive (loss) income |
|
| — |
| — |
| — |
| — |
| — |
| (10,170) |
| 81,988 |
| — |
| 71,818 |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| 139 |
| — |
| — |
| — |
| 139 |
Balance September 30, 2021 |
|
| 167,645,373 | $ | 1,677 |
| 1 | $ | — | $ | 1,090,135 | $ | (41,557) | $ | (172,986) | $ | — | $ | 877,269 |
Coronado Global Resources Inc. Form 10-Q September 30, 20214
|
|
| Common stock |
| Preferred stock |
| Additional |
| Accumulated other |
| (Accumulated losses) |
|
|
| Total | ||||
|
|
|
|
|
|
|
|
|
|
| paid in |
| comprehensive |
| Retained |
| Noncontrolling |
| stockholders |
|
|
| Shares |
| Amount |
| Series A |
| Amount |
| capital |
| losses |
| earnings |
| interest |
| equity |
Balance December 31, 2019 |
|
| 96,651,692 | $ | 967 |
| 1 | $ | — | $ | 820,247 | $ | (45,206) | $ | 91,712 | $ | 221 | $ | 867,941 |
Net loss |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (8,863) |
| (2) |
| (8,865) |
Other comprehensive loss (net of $13,781 tax) |
|
| — |
| — |
| — |
| — |
| — |
| (87,759) |
| — |
| — |
| (87,759) |
Total comprehensive loss |
|
| — |
| — |
| — |
| — |
| — |
| (87,759) |
| (8,863) |
| (2) |
| (96,624) |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| 148 |
| — |
| — |
| — |
| 148 |
Dividends paid |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (24,163) |
| — |
| (24,163) |
Balance March 31, 2020 |
|
| 96,651,692 | $ | 967 |
| 1 | $ | — | $ | 820,395 | $ | (132,965) | $ | 58,686 | $ | 219 | $ | 747,302 |
Net loss |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (114,328) |
| (2) |
| (114,330) |
Other comprehensive income (net of $6,534 tax) |
|
| — |
| — |
| — |
| — |
| — |
| 58,707 |
| — |
| — |
| 58,707 |
Total comprehensive income (loss) |
|
| — |
| — |
| — |
| — |
| — |
| 58,707 |
| (114,328) |
| (2) |
| (55,623) |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| 248 |
| — |
| — |
| — |
| 248 |
Balance June 30, 2020 |
|
| 96,651,692 | $ | 967 |
| 1 | $ | — | $ | 820,643 | $ | (74,258) | $ | (55,642) | $ | 217 | $ | 691,927 |
Net loss |
|
| — |
| — |
| — |
| — |
| — |
| — |
| (41,792) |
| (2) |
| (41,794) |
Other comprehensive income (net of $1,107 tax) |
|
| — |
| — |
| — |
| — |
| — |
| 17,894 |
| — |
| — |
| 17,894 |
Total comprehensive income (loss) |
|
| — |
| — |
| — |
| — |
| — |
| 17,894 |
| (41,792) |
| (2) |
| (23,900) |
Issuance of common stock, net |
|
| 41,736,198 |
| 417 |
| — |
| — |
| 171,168 |
| — |
| — |
| — |
| 171,585 |
Share-based compensation for equity classified awards |
|
| — |
| — |
| — |
| — |
| 264 |
| — |
| — |
| — |
| 264 |
Balance September 30, 2020 |
|
| 138,387,890 | $ | 1,384 |
| 1 | $ | — | $ | 992,075 | $ | (56,364) | $ | (97,434) | $ | 215 | $ | 839,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements. |
Coronado Global Resources Inc. Form 10-Q September 30, 20215
Unaudited Condensed Consolidated Statements of Cash Flows
(In US$ thousands)
|
| Nine months ended | ||||
|
| September 30, | ||||
|
| 2021 |
| 2020 | ||
Cash flows from operating activities: |
|
|
|
|
|
|
Net loss |
| $ | (14,069) |
| $ | (164,989) |
Adjustments to reconcile net income to cash and restricted cash provided by operating activities: |
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
| 132,754 |
|
| 135,542 |
Impairment of assets |
|
| — |
|
| 63,111 |
Amortization of right of use asset - operating leases |
|
| 6,694 |
|
| 11,092 |
Amortization of deferred financing costs |
|
| 2,649 |
|
| 4,134 |
Loss on debt extinguishment |
|
| 5,744 |
|
| — |
Non-cash interest expense |
|
| 21,431 |
|
| 16,180 |
Amortization of contract obligations |
|
| (25,612) |
|
| (23,575) |
Loss on disposal of property, plant and equipment |
|
| 835 |
|
| 62 |
Decrease in contingent royalty consideration |
|
| — |
|
| (1,543) |
Gain on operating lease derecognition |
|
| — |
|
| (1,180) |
Equity-based compensation expense |
|
| 338 |
|
| 660 |
Deferred income taxes |
|
| 2,189 |
|
| (13,554) |
Reclamation of asset retirement obligations |
|
| (2,393) |
|
| (2,324) |
Decrease in provision for discounting and credit losses |
|
| (8,074) |
|
| — |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts receivable - including related party receivables |
|
| 9,783 |
|
| (63,645) |
Inventories |
|
| (12,889) |
|
| 35,719 |
Other current assets |
|
| 12,187 |
|
| (2,912) |
Accounts payable |
|
| 22,899 |
|
| (24,541) |
Accrued expenses and other current liabilities |
|
| 16,363 |
|
| 8,859 |
Operating lease liabilities |
|
| (7,875) |
|
| (12,607) |
Change in other liabilities |
|
| 8,161 |
|
| (2,584) |
Net cash provided by (used in) operating activities |
|
| 171,115 |
|
| (38,095) |
Cash flows from investing activities: |
|
|
|
|
|
|
Capital expenditures |
|
| (75,897) |
|
| (85,237) |
Purchase of restricted deposits |
|
| (100,166) |
|
| (52) |
Redemption of restricted deposits |
|
| 30,281 |
|
| 6,026 |
Net cash used in investing activities |
|
| (145,782) |
|
| (79,263) |
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from interest bearing liabilities and other financial liabilities |
|
| 411,524 |
|
| 176,953 |
Debt issuance costs and other financing costs |
|
| (15,263) |
|
| (2,955) |
Principal payments on interest bearing liabilities and other financial liabilities |
|
| (371,379) |
|
| (216,828) |
Principal payments on finance lease obligations |
|
| — |
|
| (2,387) |
Dividends paid |
|
| — |
|
| (24,162) |
Proceeds from stock issuance, net |
|
| 97,741 |
|
| 171,585 |
Net cash provided by financing activities |
|
| 122,623 |
|
| 102,206 |
Net increase (decrease) in cash and restricted cash |
|
| 147,956 |
|
| (15,152) |
Effect of exchange rate changes on cash and restricted cash |
|
| 2,287 |
|
| 3,258 |
Cash and restricted cash at beginning of period |
|
| 45,736 |
|
| 26,553 |
Cash and restricted cash at end of period |
| $ | 195,979 |
| $ | 14,659 |
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
Cash payments for interest |
| $ | 13,681 |
| $ | 17,246 |
Cash refund for taxes |
| $ | (16,130) |
| $ | (6,431) |
Restricted cash |
| $ | 251 |
| $ | 251 |
See accompanying notes to unaudited condensed consolidated financial statements. |
Coronado Global Resources Inc. Form 10-Q September 30, 20216
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business, Basis of Presentation
(a) Description of the Business
Coronado Global Resources Inc. is a global producer, marketer, and exporter of a full range of metallurgical coals, an essential element in the production of steel. The Company has a portfolio of operating mines and development projects in Queensland, Australia, and in the states of Pennsylvania, Virginia and West Virginia in the United States, or U.S.
(b) Basis of Presentation
The interim unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of U.S. generally accepted accounting principles, or U.S. GAAP, and with the instructions to Form 10-Q and Article 10 of Regulation S-X related to interim financial reporting issued by the Securities and Exchange Commission, or the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC and the Australian Securities Exchange, or the ASX, on February 25, 2021.
The interim unaudited condensed consolidated financial statements are presented in U.S. dollars, unless otherwise stated. They include the accounts of Coronado Global Resources Inc., its wholly-owned subsidiaries and subsidiaries in which it has a controlling interest. References to “US$” or “USD” are references to U.S. dollars. References to “A$” or “AUD” are references to Australian dollars, the lawful currency of the Commonwealth of Australia. The “Company” and “Coronado” are used interchangeably to refer to Coronado Global Resources Inc. and its subsidiaries, collectively, or to Coronado Global Resources Inc., as appropriate to the context. Interests in subsidiaries controlled by the Company are consolidated with any outside stockholder interests reflected as noncontrolling interests. All intercompany balances and transactions have been eliminated upon consolidation.
In the opinion of management, these interim financial statements reflect all normal, recurring adjustments necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive income, cash flows and changes in equity for the periods presented. Balance sheet information presented herein as of December 31, 2020 has been derived from the Company’s audited consolidated balance sheet at that date. The Company’s results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for future quarters or for the year ending December 31, 2021.
2. Summary of Significant Accounting Policies
Please see Note 2 “Summary of Significant Accounting Policies” contained in the audited consolidated financial statements for the year ended December 31, 2020 included in Coronado Global Resources Inc.’s Annual Report on Form 10-K filed with the SEC and ASX on February 25, 2021.
(a) Newly Adopted Accounting Standards
“Income Taxes - Simplifying the Accounting for Income Taxes” - In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2019-12, which simplified various aspects related to accounting for income taxes. ASU 2019-12 removed certain exceptions to the general principles in Accounting Standards Codification, or ASC, Topic 740 – Income Taxes, and clarified and amended existing guidance to improve consistent application.
The adoption of ASU 2019-12 on January 1, 2021 did not have material impact on the Company’s consolidated financial statements.
3.Segment Information
The Company has a portfolio of operating mines and development projects in Queensland, Australia, and in the states of Pennsylvania, Virginia and West Virginia in the U.S. The operations in Australia, or Australian Operations, comprise the 100%-owned Curragh producing mine complex. The operations in the United States, or U.S. Operations, comprise two 100%-owned producing mine complexes (Buchanan and Logan), one 100%-owned idled mine complex (Greenbrier), two development properties (Pangburn-Shaner-Fallowfield and Russell County) and one idle property (Amonate).
The Company operates its business along two reportable segments: Australia and the United States. The organization of the two reportable segments reflects how the Company’s chief operating decision maker, or CODM, manages and allocates resources to the various components of the Company’s business.
Coronado Global Resources Inc. Form 10-Q September 30, 20217
The CODM uses Adjusted EBITDA as the primary metric to measure each segment’s operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with U.S. GAAP. Investors should be aware that the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled financial measures used by other companies.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion and amortization and other foreign exchange losses. Adjusted EBITDA is also adjusted for certain discrete items that management exclude in analyzing each of the Company’s segments’ operating performance. “Other and corporate” relates to additional financial information for the corporate function such as accounting, treasury, legal, human resources, compliance, and tax. As such, the corporate function is not determined to be a reportable segment but is discretely disclosed for purposes of reconciliation to the Company’s condensed consolidated financial statements.
Reportable segment results as of and for the three and nine months ended September 30, 2021 and 2020 are presented below:
|
|
| Australia |
|
| United States |
|
| Other and Corporate |
|
| Total |
|
|
| (in US$ thousands) | |||||||||
Three months ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
| $ | 342,372 |
| $ | 231,219 |
| $ | — |
| $ | 573,591 |
Adjusted EBITDA |
|
| 67,383 |
|
| 88,441 |
|
| (8,084) |
|
| 147,740 |
Net income (loss) |
|
| 39,868 |
|
| 54,444 |
|
| (12,324) |
|
| 81,988 |
Total assets |
|
| 1,155,082 |
|
| 862,961 |
|
| 183,863 |
|
| 2,201,906 |
Capital expenditures |
|
| 7,972 |
|
| 9,436 |
|
| 182 |
|
| 17,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
| $ | 271,413 |
| $ | 104,972 |
| $ | — |
| $ | 376,385 |
Adjusted EBITDA |
|
| 2,144 |
|
| 14,413 |
|
| (7,006) |
|
| 9,551 |
Net loss |
|
| (28,582) |
|
| (12,016) |
|
| (1,196) |
|
| (41,794) |
Total assets |
|
| 1,106,518 |
|
| 952,167 |
|
| 51,648 |
|
| 2,110,333 |
Capital expenditures |
|
| 14,574 |
|
| 8,644 |
|
| 92 |
|
| 23,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
| $ | 832,098 |
| $ | 541,860 |
| $ | — |
| $ | 1,373,958 |
Adjusted EBITDA |
|
| 30,445 |
|
| 164,404 |
|
| (21,408) |
|
| 173,441 |
Net (loss) income |
|
| (65,970) |
|
| 83,157 |
|
| (31,256) |
|
| (14,069) |
Total assets |
|
| 1,155,082 |
|
| 862,961 |
|
| 183,863 |
|
| 2,201,906 |
Capital expenditures |
|
| 28,186 |
|
| 40,061 |
|
| 1,650 |
|
| 69,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
| $ | 744,968 |
| $ | 345,083 |
| $ | — |
| $ | 1,090,051 |
Adjusted EBITDA |
|
| 8,406 |
|
| 56,153 |
|
| (20,063) |
|
| 44,496 |
Net loss |
|
| (51,483) |
|
| (76,889) |
|
| (36,617) |
|
| (164,989) |
Total assets |
|
| 1,106,518 |
|
| 952,167 |
|
| 51,648 |
|
| 2,110,333 |
Capital expenditures |
|
| 33,378 |
|
| 50,561 |
|
| 1,298 |
|
| 85,237 |
Coronado Global Resources Inc. Form 10-Q September 30, 20218
The reconciliations of Adjusted EBITDA to net income attributable to the Company for the three and nine months ended September 30, 2021 and 2020 are as follows:
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
|
| (in US$ thousands) |
| (in US$ thousands) | ||||||||
Net income (loss) |
| $ | 81,988 |
| $ | (41,794) |
| $ | (14,069) |
| $ | (164,989) |
Depreciation, depletion and amortization |
|
| 38,461 |
|
| 48,693 |
|
| 132,754 |
|
| 135,542 |
Interest expense (net of income) |
|
| 18,251 |
|
| 12,207 |
|
| 49,982 |
|
| 36,528 |
Other foreign exchange losses |
|
| 2,487 |
|
| 1,614 |
|
| 4,376 |
|
| 5,829 |
Loss on extinguishment of debt |
|
| — |
|
| — |
|
| 5,744 |
|
| — |
Income tax expense (benefit) |
|
| 9,096 |
|
| (11,169) |
|
| (1,788) |
|
| (31,525) |
Impairment of assets |
|
| — |
|
| — |
|
| — |
|
| 63,111 |
Restructuring costs(1) |
|
| — |
|
| — |
|
| 2,300 |
|
| — |
Losses on idled assets held for sale(2) |
|
| (113) |
|
| — |
|
| 2,216 |
|
| — |
Decrease in provision for discounting and credit losses |
|
| (2,430) |
|
| — |
|
| (8,074) |
|
| — |
Consolidated Adjusted EBITDA |
| $ | 147,740 |
| $ | 9,551 |
| $ | 173,441 |
| $ | 44,496 |
(1) During the nine months ended September 30, 2021, a restructuring and cost transformation initiative commenced at the Australian Operations to focus on repositioning the Company’s efforts to align its cost structures and optimize its coal production relative to the prevailing global coal market conditions. Costs associated with this initiative include non-recurring voluntary and involuntary workforce reduction, external consulting services and other related activities.
(2) These losses relate to idled non-core assets that the Company has classified as held for sale with the view that these will be sold within the next twelve months.
The reconciliations of capital expenditures per the Company’s segment information to capital expenditures disclosed on the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 are as follows:
|
|
| Nine months ended September 30, | |||
|
|
| 2021 |
|
| 2020 |
|
|
| (in US$ thousands) | |||
Capital expenditures per Condensed Consolidated Statements of Cash Flows |
| $ | 75,897 |
| $ | 85,237 |
Payment for capital acquired in prior periods |
|
| (6,000) |
|
| — |
Capital expenditures per segment detail |
| $ | 69,897 |
| $ | 85,237 |
Disaggregation of Revenue
The Company disaggregates the revenue from contracts with customers by major product group for each of the Company’s reportable segments, as the Company believes it best depicts the nature, amount, timing and uncertainty of revenues and cash flows. All revenue is recognized at a point in time.
|
|
| Three months ended September 30, 2021 | ||||||
|
|
| Australia |
|
| United States |
|
| Total |
|
|
| (in US$ thousands) | ||||||
Product Groups: |
|
|
|
|
|
|
|
|
|
Metallurgical coal |
| $ | 306,033 |
| $ | 228,561 |
| $ | 534,594 |
Thermal coal |
|
| 26,525 |
|
| 2,168 |
|
| 28,693 |
Total coal revenue |
|
| 332,558 |
|
| 230,729 |
|
| 563,287 |
Other(1) |
|
| 9,814 |
|
| 490 |
|
| 10,304 |
Total |
| $ | 342,372 |
| $ | 231,219 |
| $ | 573,591 |
Coronado Global Resources Inc. Form 10-Q September 30, 20219
|
|
| Three months ended September 30, 2020 | ||||||
|
|
| Australia |
|
| United States |
|
| Total |
|
|
| (in US$ thousands) | ||||||
Product Groups: |
|
|
|
|
|
|
|
|
|
Metallurgical coal |
| $ | 233,063 |
| $ | 103,401 |
| $ | 336,464 |
Thermal coal |
|
| 29,428 |
|
| 845 |
|
| 30,273 |
Total coal revenue |
|
| 262,491 |
|
| 104,246 |
|
| 366,737 |
Other(1) |
|
| 8,922 |
|
| 726 |
|
| 9,648 |
Total |
| $ | 271,413 |
| $ | 104,972 |
| $ | 376,385 |
|
|
| Nine months ended September 30, 2021 | ||||||
|
|
| Australia |
|
| United States |
|
| Total |
|
|
| (in US$ thousands) | ||||||
Product Groups |
|
|
|
|
|
|
|
|
|
Metallurgical coal |
| $ | 734,143 |
| $ | 534,017 |
| $ | 1,268,160 |
Thermal coal |
|
| 70,614 |
|
| 5,479 |
|
| 76,093 |
Total coal revenue |
|
| 804,757 |
|
| 539,496 |
|
| 1,344,253 |
Other(1) |
|
| 27,341 |
|
| 2,364 |
|
| 29,705 |
Total |
| $ | 832,098 |
| $ | 541,860 |
| $ | 1,373,958 |
|
|
| Nine months ended September 30, 2020 | ||||||
|
|
| Australia |
|
| United States |
|
| Total |
|
|
| (in US$ thousands) | ||||||
Product Groups |
|
|
|
|
|
|
|
|
|
Metallurgical coal |
| $ | 640,893 |
| $ | 337,599 |
| $ | 978,492 |
Thermal coal |
|
| 80,079 |
|
| 2,983 |
|
| 83,062 |
Total coal revenue |
|
| 720,972 |
|
| 340,582 |
|
| 1,061,554 |
Other(1) |
|
| 23,996 |
|
| 4,501 |
|
| 28,497 |
Total |
| $ | 744,968 |
| $ | 345,083 |
| $ | 1,090,051 |
(1) Other revenue for the Australian segment includes the amortization of the Stanwell non-market coal supply contract obligation liability.
4. Expenses
Other, Net
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
|
| (in US$ thousands) |
| (in US$ thousands) | ||||||||
Other foreign exchange losses |
| $ | (2,487) |
| $ | (1,614) |
| $ | (4,376) |
| $ | (5,829) |
Other income |
|
| 1,235 |
|
| 1,253 |
|
| 766 |
|
| 983 |
Total Other, net |
| $ | (1,252) |
| $ | (361) |
| $ | (3,610) |
| $ | (4,846) |
5. Capital Structure
On May 14, 2021, the Company successfully completed the institutional component of a fully underwritten 1-for-4.73 pro-rata accelerated non-renounceable entitlement offer, or the Entitlement Offer. On completion, a total of 253,108,820 fully paid new CDIs (representing a beneficial interest in 25,310,882 shares of common stock) were issued at a price of A$0.45 per CDI, resulting in gross proceeds of $87.7 million (A$113.9 million).
On June 1, 2021, the Company successfully completed the retail component of the Entitlement Offer. On completion, a total of 39,466,010 fully paid new CDIs (representing a beneficial interest in 3,946,601 shares of common stock) were issued on the ASX at a price of A$0.45 per CDI, resulting in gross proceeds of $13.7 million (A$17.8 million).
Coronado Global Resources Inc. Form 10-Q September 30, 202110
Pursuant to the Entitlement Offer, a total of 29,257,483 shares of common stock, with a par value of $0.01, were issued by the Company.
Proceeds from the Entitlement Offer, net of share issuance costs, of $97.7 million were included as part of a refinancing transaction, which involved the (i) repayment of all outstanding obligations under the Company’s Multicurrency Revolving Syndicated Facility Agreement, or SFA, and termination of such agreement; (ii) cash collateralization of credit support facilities, which were used to provide back-to-back support for bank guarantees that had been previously issued under the SFA; and (iii) payment of discounts, fees and expenses related to the refinancing transaction. See Note 11 “Interest Bearing Liabilities”.
Coronado Group LLC
Coronado Group LLC, the Company’s controlling stockholder, exercised its right to participate in the institutional component of the Entitlement Offer and purchased 71,980,363 CDIs (representing a beneficial interest in 7,198,036 shares of common stock) at a price of A$0.45 per CDI, resulting in gross proceeds of $24.9 million (A$32.4 million).
As of September 30, 2021, Coronado Group LLC beneficially owns 845,061,399 CDIs (representing a beneficial interest in 84,506,140 shares of common stock) representing 50.4% of the total 1,676,453,730 CDIs (representing a beneficial interest in 167,645,373 shares of common stock) outstanding. The remaining 831,392,331 CDIs (representing a beneficial interest in 83,139,233 shares of common stock) are owned by investors in the form of CDIs publicly traded on the ASX.
As of December 31, 2020, 1,383,878,900 CDIs (representing a beneficial interest in 138,387,890 shares of common stock) were outstanding.
6. Trade and related party receivables
The Company extends trade credit to its customers in the ordinary course of business. Trade receivables and related party receivables are recorded initially at fair value and subsequently at amortized cost, less any Expected Credit Losses, or ECL.
Xcoal
On May 27, 2021, Xcoal Energy and Resources, or Xcoal, ceased to be a related party after Xcoal’s founder, chief executive officer and chief marketing officer, Mr. Ernie Thrasher, retired as a non-executive director of the Company.
During the nine months ended September 30, 2021, Xcoal repaid its past due balance of $85.2 million in full. During the nine months ended September 30, 2021, the Company fully reversed the provision for discounting and credit losses of $9.0 million recorded at December 31, 2020 in respect of past due amounts.
“Coal revenues from related parties” of $97.3 million in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the period up to May 27, 2021, represent revenues from Xcoal while it was a related party. Revenues from coal sales to Xcoal after May 27, 2021 of $82.6 million and $96.9 million, respectively, for the three and nine months ended September 30, 2021, are included within “Coal revenues” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.
Revenues from Xcoal of $17.1 million and $106.2 million are recorded as “Coal revenues from related parties” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2020, respectively.
From July 1, 2021, the Company has agreed credit terms with Xcoal. Any sales in excess of the credit amount will be made on prepayment, letter of credit and cash on delivery basis.
At September 30, 2021, amounts outstanding from Xcoal in respect of coal sales was $46.1 million, all of which is current and not due, and is included within “Trade receivables” on the unaudited Condensed Consolidated Balance Sheet.
At December 31, 2020, amounts outstanding from Xcoal in respect of coal sales were $91.0 million, of which $85.2 million was past due and was included in “Related party trade receivables” on the audited Condensed Consolidated Balance Sheet, and $5.8 million was secured by a letter of credit. As of December 31, 2020, the carrying value of related party trade receivables from Xcoal, net of a $9.0 million provision for discounting and credit losses, was $82.0 million.
Coronado Global Resources Inc. Form 10-Q September 30, 202111
7. Provision for Credit Losses
The following table provides the reconciliation of the allowance for credit losses that is deducted from financial assets to present the net amount expected to be collected:
(in US$ thousands) |
|
| Trade and related party trade receivables |
|
| Other Assets |
|
| Total |
As at January 1, 2021 |
| $ | 9,298 |
| $ | — |
| $ | 9,298 |
Change in estimates during the current period |
|
| 445 |
|
| 481 |
|
| 926 |
Unwind of provision for expected credit losses |
|
| (9,000) |
|
| — |
|
| (9,000) |
As of September 30, 2021 |
| $ | 743 |
| $ | 481 |
| $ | 1,224 |
8.Inventories
(in US$ thousands) |
| September 30, 2021 |
| December 31,2020 | ||
Raw coal |
| $ | 21,891 |
| $ | 19,557 |
Saleable coal |
|
| 40,577 |
|
| 26,581 |
Total coal inventories |
|
| 62,468 |
|
| 46,138 |
Supplies inventory |
|
| 57,681 |
|
| 63,997 |
Total inventories |
| $ | 120,149 |
| $ | 110,135 |
9.Property, Plant and Equipment
(in US$ thousands) |
| September 30, 2021 |
| December 31,2020 | ||
Land |
| $ | 27,451 |
| $ | 27,985 |
Buildings and improvements |
|
| 86,323 |
|
| 89,726 |
Plant, machinery, mining equipment and transportation vehicles |
|
| 941,861 |
|
| 939,521 |
Mineral rights and reserves |
|
| 374,310 |
|
| 374,340 |
Office and computer equipment |
|
| 8,731 |
|
| 4,316 |
Mine development |
|
| 558,121 |
|
| 577,631 |
Asset retirement obligation asset |
|
| 77,494 |
|
| 81,603 |
Construction in process |
|
| 46,570 |
|
| 38,321 |
|
|
| 2,120,861 |
|
| 2,133,443 |
Less accumulated depreciation, depletion and amortization |
|
| 710,975 |
|
| 611,935 |
Net property, plant and equipment |
| $ | 1,409,886 |
| $ | 1,521,508 |
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
(in US$ thousands) |
| September 30, 2021 |
| December 31,2020 | ||
Wages and employee benefits |
| $ | 43,142 |
| $ | 32,386 |
Taxes other than income taxes |
|
| 11,219 |
|
| 7,024 |
Accrued royalties |
|
| 45,625 |
|
| 36,149 |
Accrued freight costs |
|
| 28,860 |
|
| 29,199 |
Accrued mining fees |
|
| 55,494 |
|
| 76,044 |
Acquisition related accruals |
|
| 30,986 |
|
| 33,119 |
Other liabilities |
|
| 23,018 |
|
| 20,605 |
Total accrued expenses and other current liabilities |
| $ | 238,344 |
| $ | 234,526 |
Included within acquisition related accruals is an amount outstanding for stamp duty payable on the Curragh acquisition of $31.0 million (A$43.0 million). This amount was outstanding as at September 30, 2021 and December 31, 2020 pending assessment by the Office of State Revenue in Queensland, Australia.
Coronado Global Resources Inc. Form 10-Q September 30, 202112
11.Interest Bearing Liabilities
The following is a summary of interest-bearing liabilities at September 30, 2021: | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |
(in US$ thousands) |
|
| September 30, 2021 |
|
| December 31, 2020 |
| Weighted Average Interest Rate at September 30, 2021 |
| Final Maturity | ||
10.75% Senior Secured Notes |
| $ | 350,000 |
| $ | — |
| 12.14% | (2) |
| 2026 | |
ABL Facility |
|
| — |
|
| — |
|
|
|
| 2024 | |
Multicurrency Revolving Syndicated Facility |
|
| — |
|
| 327,625 |
|
|
|
| 2023 | |
Discount and debt issuance costs(1) |
|
| (17,183) |
|
| — |
|
|
|
|
| |
Total interest bearing liabilities |
| $ | 332,817 |
| $ | 327,625 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
(1) Debt issuance costs incurred on the establishment of the ABL Facility has been included within "Other non-current assets" on the unaudited Condensed Consolidated Balance Sheet. | ||||||||||||
(2) Represents the effective interest rate. |
|
|
|
|
|
|
|
|
|
|
|
Syndicated Facility Agreement
On May 14, 2021, the Company repaid all obligations under the SFA, including the outstanding balance of $324.1 million, and terminated such agreement using a portion of the net proceeds from the Entitlement Offer along with a portion of proceeds from the offering of the Notes (as defined below). As a result of the early termination of the SFA, the Company recorded a loss on debt extinguishment of $5.7 million in its unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2021.
Senior Secured Notes
On May 12, 2021, the Company, entered into an indenture, or the Indenture among Coronado Finance Pty Ltd, an Australian proprietary company and a wholly-owned subsidiary of the Company, which is referred to as the Issuer or the Australian Borrower, the Company, the other guarantors party thereto, which are referred to, collectively with the Company, as the Guarantors, and Wilmington Trust, National Association, as trustee, or the Trustee, and as priority lien collateral trustee, relating to the issuance by the Issuer of $350.0 million aggregate principal amount of 10.750% Senior Secured Notes due 2026, or the Notes.
The Notes were issued at a price of 98.112% of their principal amount and bear interest at a rate of 10.75% per annum. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2021, to record holders of the Notes on the immediately preceding May 1 and November 1, as applicable. The Notes mature on May 15, 2026 and are senior secured obligations of the Issuer.
The Notes are guaranteed on a senior secured basis by the Company and its wholly-owned subsidiaries (other than the Issuer) (subject to certain exceptions and permitted liens) and secured by (i) a first-priority lien on substantially all of the Company’s assets and the assets of the other Guarantors (other than accounts receivable and other rights to payment, inventory, intercompany indebtedness, certain general intangibles and commercial tort claims, commodities accounts, deposit accounts, securities accounts and other related assets and proceeds and products of each of the foregoing, or, collectively, the ABL Collateral), or the Notes Collateral, and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien, for the benefit of the lenders under the Company’s senior secured asset-based revolving credit agreement in an initial aggregate principal amount of $100.0 million, or the ABL Facility.
The terms of the Notes are governed by the Indenture. The Indenture contains customary covenants for high yield bonds, including, but not limited to, limitations on investments, liens, indebtedness, asset sales, transactions with affiliates and restricted payments, including payment of dividends on capital stock.
Upon the occurrence of a “Change of Control,” as defined in the Indenture, the Issuer is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Issuer also has the right to redeem the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, following the occurrence of a Change of Control, provided that the Issuer redeems at least 90% of the Notes outstanding prior to such Change of Control. Upon the occurrence of certain changes in tax law (as described in the Indenture), the Issuer may redeem any of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Coronado Global Resources Inc. Form 10-Q September 30, 202113
The Issuer may redeem any of the Notes beginning on May 15, 2023. The initial redemption price of the Notes is 108.063% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The redemption price will decline each year after May 15, 2023, and will be 100% of the principal amount of the Notes, plus accrued and unpaid interest, beginning on May 15, 2025. The Issuer may also redeem some or all of the Notes at any time and from time to time prior to May 15, 2023 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
During any twelve-month period ending prior to May 15, 2023, the Issuer may redeem the Notes (including additional Notes, if any) in an aggregate principal amount not to exceed 10% of the aggregate principal amount of the Notes (including additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 103%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
At any time and from time to time on or prior to May 15, 2023, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of certain equity offerings, at a redemption price of 110.75%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued under the Indenture remains outstanding after each such redemption and each such redemption occurs within 120 days after the date of the closing of such equity offering.
The Indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
Proceeds from the issuance of the Notes, net of discounting and issuance costs, of $331.8 million were included as part of a refinancing transaction which involved the (i) repayment of all outstanding obligations under the SFA and the termination of such agreement; (ii) cash collateralization of credit support facilities, which were used to provide back-to-back support for bank guarantees that had been previously issued under the SFA; and (iii) payment of discounts, fees and expenses related to the refinancing transaction.
In connection with the issuance of the Notes, the Company incurred debt issuance costs of $11.6 million and discount on issuance of $6.6 million, recorded as a direct deduction from the face amount of the Notes.
The Energy & Mineral Group
On May 12, 2021, affiliates of The Energy & Minerals Group, or EMG, which is the Company’s controlling stockholder through its ownership of Coronado Group LLC, participated in the Notes Offering and purchased $65.0 million aggregate principal amount of Notes at the closing of the Notes Offering. The principal amount of $65.0 million for Notes held by EMG remain unchanged as at September 30, 2021. At September 30, 2021, interest payable to affiliates of EMG on the Notes was $2.6 million and was recorded within “Accrued expenses and other current liabilities” in the unaudited Condensed Consolidated Balance Sheet. Interest expense to affiliates of EMG were $1.9 million and $2.8 million for the three and nine months ended September 30, 2021, respectively, and recorded in “Interest expense, net” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.
ABL Facility
On May 12, 2021, the Company, Coronado Coal Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, or the U.S. Borrower, the Australian Borrower and the Guarantors entered into the ABL Facility agreement with Citibank, N.A., as administrative agent and a lender, and various other financial institutions, with an aggregate multi-currency lender commitment of up to $100.0 million, including a $30.0 million sublimit for the issuance of letters of credit and $5.0 million for swingline loans, at any time outstanding, subject to borrowing base availability. The ABL Facility will mature on May 12, 2024 and replaces the SFA.
Revolving loan (and letter of credit) availability under the ABL Facility is subject to a borrowing base, which at any time is equal to the sum of certain eligible accounts receivable, certain eligible inventory and certain eligible supplies inventories and, in each case, subject to specified advance rates. The borrowing base is subject to certain reserves, which may be established by the agent in its reasonable credit discretion, that could reasonably be expected to have an adverse effect on the value of the collateral included in the borrowing base.
Borrowings under the ABL Facility bear interest at a rate equal to a BBSY rate plus an applicable margin. In addition to paying interest on the outstanding borrowings under the ABL Facility, the Company is also required to pay a fee in respect of unutilized commitments, on amounts available to be drawn under outstanding letters of credit and certain administrative fees.
Coronado Global Resources Inc. Form 10-Q September 30, 202114
The obligations of the borrowers under the ABL Facility are guaranteed by (a) a first priority-lien in the ABL Collateral, (b) a second priority-lien in the Notes Collateral and (c) solely in the case of the obligations of the Australian Borrower, a featherweight floating security interest over certain accounts released from the security by the Australian Borrower in favor of Stanwell Corporation Limited, or Stanwell.
The ABL Facility contains customary covenants for asset-based credit agreement of this type, including, among others: (i) the requirement to deliver financial statements, other reports and notices; (ii) covenants related to the payment of dividends on, or purchase or redemption of, capital stock; (iii) covenants related to the incurrence or prepayment of certain debt; (iv) covenants related to the incurrence of liens or encumbrances; (v) compliance with laws; (vi) restrictions on certain mergers, consolidations and asset dispositions; and (vii) restrictions on certain transactions with affiliates. Subject to customary grace periods and notice requirements, the ABL Facility also contains customary events of default. Additionally, the ABL Facility contains a springing fixed charge coverage ratio of not less than 1.00 to 1.00, which ratio is tested if availability under the ABL Facility is less than a certain amount. As of September 30, 2021, the Company is not subject to this covenant. As at September 30, 2021, the Company met its undertakings under the ABL Facility.
To establish the ABL Facility, the Company incurred debt issuance costs of $5.4 million. The Company has elected an accounting policy to present debt issuance costs incurred before the debt liability is recognized (e.g., before the debt proceeds are received) as an asset which will be amortized ratably over the term of the line-of-credit. The costs will not be subsequently reclassified as a direct deduction of the liability. At September 30, 2021, issuance costs incurred to establish the ABL Facility have been classified in “Other non-current assets” in the unaudited Condensed Consolidated Balance Sheet.
As at September 30, 2021, no amounts were drawn and no letters of credit were outstanding under the ABL Facility.
12. Other Financial Liabilities
On January 6, 2021, the Company entered into an agreement with a third-party financier to sell and leaseback items of property, plant and equipment owned by Curragh, a wholly-owned subsidiary of the Company. The transaction did not satisfy the sale criteria under ASC 606 – Revenues from Contracts with Customers. As a result, the transaction was deemed a financing arrangement and the Company has continued to recognize the underlying property, plant and equipment on its unaudited Condensed Consolidated Balance Sheet. The proceeds received from the transaction of $23.5 million (A$30.2 million) were recognized as “Other financial liabilities” on the unaudited Condensed Consolidated Balance Sheet. The term of the financing arrangement ranges up to five years with an implied interest rate of up to 7.8% per annum. The carrying value of this financial liability, net of issuance costs, was $18.6 million as at September 30, 2021, $3.9 million of which is classified as a current liability.
13. Income Taxes
For the nine months ended September 30, 2021 and 2020, the Company estimated its annual effective tax rate and applied this effective tax rate to its year-to-date pretax income at the end of the interim reporting period. The tax effects of unusual or infrequently occurring items, including effects of changes in tax laws or rates and changes in judgment about the realizability of deferred tax assets, are reported in the interim period in which they occur. The Company’s 2021 estimated annual effective tax rate, including discrete items, is 11.28%. The Company had an income tax benefit of $1.8 million based on a loss before tax of $15.9 million for the nine months ended September 30, 2021.
Income tax benefit of $31.5 million for the nine months ended September 30, 2020 was calculated based on an estimated annual effective tax rate of 16.0% for the period.
The Company assessed the need for a valuation allowance by evaluating future taxable income, available for tax strategies and the reversal of temporary tax differences.
As of September 30, 2021, the Australian Operations were in a cumulative loss position and held a valuation allowance of $19.8 million against the full amount of their deferred tax assets. A cumulative loss position constitutes significant negative evidence regarding future taxable income, and is defined as a cumulative pre-tax loss for the current and two preceding years. The Company’s deferred tax liabilities, related to its U.S. Operations, decreased during the period due to the impact of the valuation allowance recorded in its Australian Operations’ deferred tax assets and the overall tax loss position during the nine months ended September 30, 2021.
The Company utilizes the “more likely than not” standard in recognizing a tax benefit in its financial statements. For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company had no unrecognized tax benefits. If accrual for interest or penalties is required, it is the Company’s policy to include these as a component of income tax expense.
Coronado Global Resources Inc. Form 10-Q September 30, 202115
The Company is subject to taxation in the U.S. and its various states, as well as Australia and its various localities. In the U.S. and Australia, the first tax return was lodged for the year ended December 31, 2018. In the U.S., companies are subject to open tax audits for a period of seven years at the federal level and five years at the state level. In Australia, companies are subject to open tax audits for a period of four years from the date of assessment.
On March 27, 2020, the United States Congress enacted the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, to provide certain relief as a result of the COVID-19 outbreak. The Company is currently evaluating how provisions in the CARES Act will impact its consolidated financial statements, but it is not expected to have a material impact.
On April 9, 2021, West Virginia Governor Jim Justice signed into law House Bill 2026, adopting significant changes to the state’s income tax code, including market-based source, single-sales factor apportionment and limitations on temporary or mobile worker withholding. The new law resulted in a tax impact of approximately $0.9 million.
14. Earnings per Share
Basic earnings per share of common stock is computed by dividing net income attributable to the Company for the period, by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.
Basic and diluted earnings per share was calculated as follows (in thousands, except per share data): | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
| Nine months ended September 30, | ||||||||
(in US$ thousands, except per share data) |
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | 81,988 |
| $ | (41,794) |
| $ | (14,069) |
| $ | (164,989) |
Less: Net loss attributable to Non-controlling interest |
|
| — |
|
| (2) |
|
| (2) |
|
| (6) |
Net income (loss) attributable to Company stockholders |
| $ | 81,988 |
| $ | (41,792) |
| $ | (14,067) |
| $ | (164,983) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock outstanding |
|
| 167,645 |
|
| 112,582 |
|
| 153,078 |
|
| 102,001 |
Effects of dilutive shares |
|
| 171 |
|
| - |
|
| - |
|
| - |
Weighted average diluted shares of common stock outstanding |
|
| 167,816 |
|
| 112,582 |
|
| 153,078 |
|
| 102,001 |
Earnings (Loss) Per Share (US$): |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 0.49 |
|
| (0.37) |
|
| (0.09) |
|
| (1.62) |
Dilutive |
|
| 0.49 |
|
| (0.37) |
|
| (0.09) |
|
| (1.62) |
Coronado Global Resources Inc. Form 10-Q September 30, 202116
15. Derivatives and Fair Value Measurement
(a) Derivatives
The Company may use derivative financial instruments to manage its financial risks in the normal course of operations, including foreign currency risks, commodity price risk related to purchase of raw materials (such as gas or diesel) and interest rate risk. Derivatives for speculative purposes are strictly prohibited under the Treasury Risk Management Policy approved by the Board of Directors.
The financing counterparties to the derivative contracts potentially expose the Company to credit-related risk. Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of the financial instrument. The Company mitigates such credit risk by entering into derivative contracts with high credit quality counterparties, limiting the amount of exposure to each counterparty and frequently monitoring their financial condition.
Forward fuel contracts
In 2020, the Company entered into forward derivative contracts to hedge its exposure to diesel fuel that was expected to be used at its Australian Operations during 2021. In connection with the repayment and termination of the SFA, the Company closed out all outstanding forward fuel derivative contracts and received proceeds, representing hedge gain on settlement, of $5.8 million. This hedge gain on settlement has been deferred in “Accumulated other comprehensive loss” on the unaudited Condensed Consolidated Balance Sheet until the hedge transaction impacts income, at which point the related hedge gain would be reclassified to the “Cost of coal revenues” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.
No forward fuel derivative contracts were outstanding at September 30, 2021.
Hedge gains, net of tax, recognized in “Accumulated other comprehensive loss” of $2.0 million as at September 30, 2021 are expected to be recognized into “Cost of coal revenues” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income within the next three months when the hedged transaction impacts income. Refer to Note 16 “Accumulated Other Comprehensive Losses” for further disclosure.
(b) Fair Value of Financial Instruments
The fair value of a financial instrument is the amount that will be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of financial instruments involve uncertainty and cannot be determined with precision.
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 Inputs: Other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Coronado Global Resources Inc. Form 10-Q September 30, 202117
Financial Instruments Measured on a Recurring Basis
As of September 30, 2021, there were no financial instruments required to be measured at fair value on a recurring basis.
Other Financial Instruments
The following methods and assumptions are used to estimate the fair value of other financial instruments as of September 30, 2021 and December 31, 2020:
Cash and restricted cash, accounts receivable, accounts payable, accrued expenses, lease liabilities and other current financial liabilities: The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets approximate fair value due to the short maturity of these instruments.
Restricted deposits, lease liabilities, interest bearing liabilities and other financial liabilities: The fair values approximate the carrying values reported in the unaudited Condensed Consolidated Balance Sheets.
Interest bearing liabilities: The Company’s outstanding interest-bearing liabilities are carried at amortized cost. As of September 30, 2021, there were no borrowings outstanding under the ABL Facility. The estimated fair value of the Notes is approximately $381.5 million based upon observable market data (Level 2).
16. Accumulated Other Comprehensive Losses
Accumulated other comprehensive losses consisted of the following at September 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net unrealized gain (loss) |
|
|
|
(in US$ thousands) |
|
| Foreign currency translation adjustments |
|
| Cash flow fuel hedges |
|
| Total |
Balance at December 31, 2020 |
| $ | (26,777) |
| $ | (2,029) |
| $ | (28,806) |
Net current-period other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
Gain in other comprehensive income (loss) before reclassifications |
|
| 10,502 |
|
| 11,310 |
|
| 21,812 |
Loss on long-term intra-entity foreign currency transactions |
|
| (27,298) |
|
| — |
|
| (27,298) |
Gains reclassified from accumulated other comprehensive income (loss) |
|
| — |
|
| (5,130) |
|
| (5,130) |
Tax effects |
|
| — |
|
| (2,135) |
|
| (2,135) |
Total net current-period other comprehensive gain (loss) |
|
| (16,796) |
|
| 4,045 |
|
| (12,751) |
Balance at September 30, 2021 |
| $ | (43,573) |
| $ | 2,016 |
| $ | (41,557) |
Coronado Global Resources Inc. Form 10-Q September 30, 202118
17. Commitments
(a) Mineral Leases
The Company leases mineral interests and surface rights from land owners under various terms and royalty rates. The future minimum royalties under these leases are as follows:
(in US$ thousands) |
|
|
|
| Amount |
Year ending December 31, |
|
|
|
|
|
2021 |
|
|
| $ | 2,159 |
2022 |
|
|
|
| 5,663 |
2023 |
|
|
|
| 4,704 |
2024 |
|
|
|
| 5,464 |
2025 |
|
|
|
| 4,452 |
Thereafter |
|
|
|
| 23,295 |
Total |
|
|
| $ | 45,737 |
|
|
|
|
|
|
Mineral leases are not in scope of ASC 842 and continue to be accounted for under the guidance in ASC 932, Extractive Activities – Mining. | |||||
|
|
|
|
|
|
(b) Other commitments
As of September 30, 2021, purchase commitments for capital expenditures were $15.0 million, all of which is obligated within the next twelve months.
In Australia, the Company has generally secured the ability to transport coal through rail contracts and coal export terminal contracts that are primarily funded through take-or-pay arrangements with terms ranging up to 11 years. In the U.S., the Company typically negotiates its rail and coal terminal access on an annual basis. As of September 30, 2021, these Australian and U.S. commitments under take-or-pay arrangements totaled $1.3 billion, of which approximately $98.6 million is obligated within the next year.
18.Contingencies
In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as letters of credit and performance or surety bonds. No liabilities related to these arrangements are reflected in the Company’s unaudited Condensed Consolidated Balance Sheets. Management does not expect any material losses to result from these guarantees or off-balance sheet financial instruments.
At September 30, 2021, the Company had outstanding bank guarantees of $45.7 million to secure various obligations and commitments.
Restricted deposits represent cash deposits held at third parties as required by certain agreements entered into by the Company to provide cash collateral. The Company had cash collateral in the form of deposits in the amount of $77.2 million and $8.4 million as of September 30, 2021 and December 31, 2020, respectively, to provide back-to-back support for bank guarantees, financial payments and other performance obligations and various other operating agreements. These deposits are restricted and classified as long-term assets in the unaudited Condensed Consolidated Balance Sheets.
In accordance with the terms of the ABL Facility, the Company may be required to cash collateralize the ABL Facility to the extent of outstanding letters of credit after the expiration or termination date of such letter of credit. As of September 30, 2021, no letter of credit was outstanding and no cash collateral was required.
For the U.S. Operations in order to provide the required financial assurance, the Company generally uses surety bonds for post-mining reclamation. The Company can also use bank letters of credit to collateralize certain obligations. As of September 30, 2021, the Company had outstanding surety bonds of $29.7 million, to secure various obligations and commitments. Future regulatory changes relating to these obligations could result in increased obligations, additional costs or additional collateral requirements.
From time to time, the Company becomes a party to other legal proceedings in the ordinary course of business in Australia, the U.S. and other countries where the Company does business. Based on current information, the Company believes that such other pending or threatened proceedings are likely to be resolved without a material adverse effect on its financial
Coronado Global Resources Inc. Form 10-Q September 30, 202119
condition, results of operations or cash flows. In management’s opinion, the Company is not currently involved in any legal proceedings, which individually or in the aggregate could have a material effect on the financial condition, results of operations and/or liquidity of the Company.
19. Subsequent Events
Sale of the Amonate Mining Asset
During the fourth quarter of 2020, the Company committed to a plan to sell its Amonate mining property, or Amonate, which has been idled since its acquisition in 2016, and classified the asset as held for sale. The Amonate mining asset is part of the Company’s U.S. reportable segment and is located in the states of Virginia and West Virginia in the United States.
On October 26, 2021, the Company entered into a definitive agreement to sell Amonate, including related assets and liabilities to Ramaco Resources Inc., a Delaware corporation, for a purchase price of $30.0 million, approximately $18.0 million in excess of its carrying value as at September 30, 2021. The net realized gain on completion of this transaction will be included within “Gain on disposal of assets” in the Company’s Consolidated Statement of Operations and Comprehensive Income during the fourth quarter of 2021.
The closing of the transaction is subject to customary closing conditions.
Notes Redemption
On October 29, 2021, the Company announced it elected to authorize its wholly-owned subsidiary Coronado Finance Pty Ltd to exercise its optional redemption rights to redeem $35.0 million aggregate principal amount of its Notes. The Notes will be redeemed on November 15, 2021, or the Redemption Date, at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date in accordance with the terms of the Notes and the Indenture. Interest on the portion of the Notes selected for redemption will cease to accrue on and after the Redemption Date, unless the Company defaults in making the redemption payment.
Coronado Global Resources Inc. Form 10-Q September 30, 202120
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Coronado Global Resources Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Coronado Global Resources Inc. (the Company) as of September 30, 2021, the related condensed consolidated statements of operation and comprehensive income, stockholders’ equity for the three-month and nine-month periods ended September 30, 2021 and 2020, the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2021 and 2020, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020, the related consolidated statements of operations and comprehensive income, stockholders' equity/members’ capital and cash flows for the year then ended, and the related notes (not presented herein), and in our report dated February 25, 2021, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young
Brisbane, Australia
November 8, 2021.
Coronado Global Resources Inc. Form 10-Q September 30, 202121
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of our Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the related notes to those statements included elsewhere in this Form 10-Q. In addition, this Form 10-Q report should be read in conjunction with the Consolidated Financial Statements for year ended December 31, 2020 included in Coronado Global Resources Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission, or SEC, and the Australian Securities Exchange, or the ASX, on February 25, 2021.
Unless otherwise noted, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “Company,” or “Coronado” refer to Coronado Global Resources Inc. and its consolidated subsidiaries and associates, unless the context indicates otherwise.
All production and sales volumes contained in this Quarterly Report on Form 10-Q are expressed in metric tons, or Mt, millions of metric tons, or MMt, or millions of metric tons per annum, or MMtpa, except where otherwise stated. One Mt (1,000 kilograms) is equal to 2,204.62 pounds and is equivalent to 1.10231 short tons. In addition, all dollar amounts contained herein are expressed in United States dollars, or US$, except where otherwise stated. References to “A$” are references to Australian dollars, the lawful currency of the Commonwealth of Australia. Some numerical figures included in this Quarterly Report on Form 10-Q have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not equal the sum of the figures that precede them.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, concerning our business, operations, financial performance and condition, the coal, steel and other industries, the impact of the COVID-19 pandemic and related governmental and economic responses thereto, as well as our plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements may be identified by words such as “may,” “could,” “believes,” “estimates,” “expects,” “likely,” “intends,” “considers” and other similar words.
Any forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed or anticipated in these statements, many of which are beyond our control. Such forward-looking statements are based on an assessment of present economic and operating conditions on a number of best estimate assumptions regarding future events and actions. These factors are difficult to accurately predict and may be beyond our control. Factors that could affect our results or an investment in our securities include, but are not limited to:
uncertainty and weaknesses in global economic conditions, including the extent, duration and impact on prices caused by reduced demand. The COVID-19 pandemic led to reduced market demand and risks related to government actions with respect to trade agreements, treaties or policies;
severe financial hardship, bankruptcy, temporary or permanent shut downs or operational challenges, due to the ongoing COVID-19 pandemic or any similar future public health crisis, pandemic or epidemic, of one or more of our major customers, including customers in the steel industry, key suppliers/contractors, which among other adverse effects, could lead to reduced demand for our coal, increased difficulty collecting receivables and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us;
our ability to generate sufficient cash to service our indebtedness and other obligations;
our indebtedness and ability to comply with the covenants and other undertakings under the agreements governing such indebtedness;
our ability to collect payments from our customers depending on their creditworthiness, contractual performance or otherwise;
the prices we receive for our coal;
the demand for steel products, which impacts the demand for our metallurgical, or Met, coals;
risks inherent to mining;
the loss of, or significant reduction in, purchases by our largest customers;
Coronado Global Resources Inc. Form 10-Q September 30, 202122
risks unique to international mining and trading operations, including tariffs and other barriers to trade;
unfavorable economic and financial market conditions;
our ability to continue acquiring and developing coal reserves that are economically recoverable;
uncertainties in estimating our economically recoverable coal reserves;
transportation for our coal becoming unavailable or uneconomic for our customers;
the risk that we may be required to pay for unused capacity pursuant to the terms of our take-or-pay arrangements with rail and port operators;
our ability to retain key personnel and attract qualified personnel;
any failure to maintain satisfactory labor relations;
our ability to obtain, renew or maintain permits and consents necessary for our operations;
potential costs or liability under applicable environmental laws and regulations, including with respect to any exposure to hazardous substances caused by our operations, as well as any environmental contamination our properties may have or our operations may cause;
extensive regulation of our mining operations and future regulations and developments;
our ability to provide appropriate financial assurances for our obligations under applicable laws and regulations;
assumptions underlying our asset retirement obligations for reclamation and mine closures;
concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, which could result in increased regulation of coal combustion in many jurisdictions and divestment efforts affecting the investment community;
the extensive forms of taxation that our mining operations are subject to, and future tax regulations and developments;
any cyber-attacks or other security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our customers or other third parties;
a decrease in the availability or increase in costs of key supplies, capital equipment or commodities, such as diesel fuel, steel, explosives and tires;
the risk that we may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets;
risks related to divestitures and acquisitions;
the risk that diversity in interpretation and application of accounting principles in the mining industry may impact our reported financial results; and
other risks and uncertainties detailed in this report, including, but not limited to, those discussed in “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q.
We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.
See Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC and ASX on February 25, 2021, and Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC and ASX on May 10, 2021, for a more complete discussion of the risks and uncertainties mentioned above and for discussion of other risks and uncertainties we face that could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements, as well as others made in this Quarterly Report on Form 10-Q and hereafter in our other filings with the SEC and public
Coronado Global Resources Inc. Form 10-Q September 30, 202123
communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. You should not interpret the disclosure of any risk to imply that the risk has not already materialized. Furthermore, the forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by applicable law.
Overview
We are a global producer, marketer and exporter of a full range of Met coal products. We own a portfolio of operating mines and development projects in Queensland, Australia, and in Virginia, West Virginia and Pennsylvania in the United States.
Our Australian Operations comprise the 100%-owned Curragh producing mine complex. Our U.S. Operations comprise two 100%-owned producing mine complexes (Buchanan and Logan), one 100%-owned idled mine complex (Greenbrier), two development properties (Pangburn-Shaner-Fallowfield and Russell County) and one idle property (Amonate). In addition to Met coal, our Australian Operations sell thermal coal domestically, which is used to generate electricity, to Stanwell and some thermal coal in the export market. Our U.S. Operations primarily focuses on the production of Met coal for the North American domestic and seaborne export markets and also produce and sell some thermal coal that is extracted in the process of mining Met coal.
For the nine months ended September 30, 2021, we sold 13.5 MMt of coal. Met coal and thermal coal sales represented 82.2% and 17.8%, respectively, of our total volume of coal sold and 94.3% and 5.7% respectively, of total coal revenues, for the nine months ended September 30, 2021.
During the three months ended September 30, 2021, seaborne prices were driven to record highs with both the Australian and U.S. coal price indices exceeding $400 per Mt as a result of the following factors: continued strong global steel demand; tight Met coal export supply availability from Australia and the U.S.; mine closures due to safety and environmental factors and adverse weather limiting China’s domestic supply; and constrained exports from Mongolia due to COVID-19.
Coronado has continued to take advantage of its unique geographical diversification as a Met coal supplier of scale to meet the requirements of steel customers across the globe. As Chinese import restrictions on Australian coal continue, our U.S. Operations have benefited from their ability to export coal to China in a favorable price environment during the nine months ended September 30, 2021.
Our results for the nine months ended September 30, 2021 benefited from higher averaged realized Met coal price, lower capital expenditure across our business and the continued ramp up of production at our U.S. Operations driven by increased demand from China for U.S. sourced metallurgical coals.
Despite these favorable conditions, our results for the nine months ended September 30, 2021 were adversely impacted by (1) seasonal wet weather conditions in Australia, which disrupted certain mining and logistics activities, (2) operational issues at the Australian Operations due to breakdown of certain mining equipment, (3) cost of additional fleets deployed at Curragh to accelerate overburden removal to increase coal availability, (4) labor shortages due to COVID-19 and (5) adverse geological conditions in certain mines of our U.S. Operations.
Coal revenues from our Australian Operations for the nine months ended September 30, 2021 increased 11.6% compared to the same period in, 2020, driven by increased average realized Met coal pricing from $97.5 to $117.0 per Mt sold. Sales volumes were lower for the nine months ended September 30, 2021 compared to the same period in 2020 due to mine sequencing and equipment maintenance, as well as some sales slippage into the fourth quarter of 2021. Operating costs for the nine months ended September 30, 2021 were $64.8 million, or 8.8%, higher compared to the corresponding period in 2020 driven by higher mining costs, which together with lower coal sales volume, resulted in an unfavorable increase in operating costs of $14.1 per Mt sold.
From our U.S. Operations, sales volumes were 0.9 MMt higher for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to production returning to pre-COVID-19 levels. Higher sales volumes and higher average realized Met coal prices per Mt sold during the nine months ended September 30, 2021 resulted in Coal revenues increasing by $198.9 million, or 58.4%, compared to the same period in 2020. Operating costs for the nine months ended September 30, 2021 were $91.0 million, or 31.5% higher, compared to the corresponding period in 2020 driven by higher mining and freight costs.
Coronado Global Resources Inc. Form 10-Q September 30, 202124
Sale of the Amonate Mining Asset
On October 26, 2021, we entered into a definitive agreement to sell Amonate, including related assets and liabilities to Ramaco Resources Inc., a Delaware corporation, for a purchase price of $30.0 million, approximately $18.0 million in excess of its carrying value as at September 30, 2021. The net realized gain on completion of this transaction will be included within “Gain on disposal of assets” in our Consolidated Statement of Operations and Comprehensive Income during the fourth quarter of 2021
Notes Redemption
On October 29, 2021, the Company announced it elected to authorize its wholly-owned subsidiary Coronado Finance Pty Ltd to exercise its optional redemption rights to redeem $35.0 million aggregate principal amount of its Notes. The Notes will be redeemed on November 15, 2021, or the Redemption Date, at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date in accordance with the terms of the Notes and the Indenture. Interest on the portion of the Notes selected for redemption will cease to accrue on and after the Redemption Date, unless the Company defaults in making the redemption payment.
Xcoal
On May 27, 2021, Xcoal Energy and Resources, or Xcoal, ceased to be a related party after Xcoal’s founder, chief executive officer and chief marketing officer, Mr. Ernie Thrasher, retired as a non-executive director of the Company.
During the nine months ended September 30, 2021, Xcoal repaid its past due balance of $85.2 million in full. At September 30, 2021, the Company fully reversed the provision for discounting and credit losses of $9.0 million recorded at December 31, 2020.
“Coal revenues from related parties” of $97.3 million in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the period up to May 27, 2021, represent revenues from Xcoal while it was a related party. Revenues from coal sales to Xcoal after May 27, 2021 of $82.6 million and $96.9 million, respectively, for the three and nine months ended September 30, 2021, are included within “Coal revenues” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.
From July 1, 2021, the Company has agreed credit terms with Xcoal. Any sales in excess of the credit amount will be made on prepayment, letter of credit and cash on delivery basis.
At September 30, 2021, amounts outstanding from Xcoal in respect of coal sales was $46.1 million, all of which is current and not due, and is included within “Trade receivables” on the unaudited Condensed Consolidated Balance Sheet.
Refer to Note 6 “Trade and related party receivables” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Refinancing transaction
During the nine months ended September 30, 2021, we successfully completed a refinancing initiative which comprised of an ABL Facility with an aggregate principal amount of $100.0 million, a Notes Offering with an aggregate principal amount of $350.0 million and a fully underwritten equity Entitlement Offer of $101.4 million, that resulted in gross proceeds to the Company of $101.4 million. These transactions provide Coronado increased financial flexibility by eliminating the application of the legacy SFA financial covenants and introducing new debt with terms that are more sustainable for our business. Refer to Note 5 “Capital Structure” and Note 11 “Interest Bearing Liabilities” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Safety
For our Australian Operations, the twelve-month rolling average Total Reportable Injury Frequency Rate, or TRIFR at September 30, 2021 was 4.00 compared to a rate of 5.63 at the end of June 30, 2021 and 9.40 at the end of December 31, 2020. At out U.S. Operations, the twelve-month rolling average Total Reportable Incident Rate, or TRIR, at September 30, 2021 was 2.28 compared to a rate of 2.69 at the end of June 30, 2021 and 1.98 at the end of December 31, 2020. Reportable rates for our Australian and U.S. Operations are below the relevant industry benchmarks.
The safety of our workforce is our number one priority. At our Australian Operations, the continued improvement stems from the successes of the Critical Control Management Project at Curragh. This program is focused on identifying safety risks and controls that prevent incidents from happening, effectively communicating those controls to the workforce, and validating the controls are in place in the field. In addition, the Australian Operations conducted a series of ‘safety resets’ which were attended by all staff during the September 2021 quarter. At out U.S. Operations our Safety Development Groups have implemented a focused program that has reduced the number of roof bolter incidents during the September 2021 quarter which has directly improved the TRIR.
Coronado Global Resources Inc. Form 10-Q September 30, 202125
During the quarter, our Australian Operations achieved 155 days without a Lost Time Injury, or LTI. This represents the most consecutive days without a LTI since March 2017 and the best result for the Australian Operations under Coronado ownership.
COVID-19 response
The COVID-19 Steering Committee has successfully monitored the effect of the pandemic across our Australian Operations and U.S. Operations and continues to implement proactive preventative measures to ensure the safety and well-being of employees and contractors. During the three months ended September 30, 2021, we implemented a Vaccine Incentive Program at our U.S. Operations that provides a cash payment to employees who get vaccinated. Since the program commenced, vaccination rates amongst our U.S. workforce has improved significantly. At our Australian Operations, vaccination rates continue to increase according to the Australian Federal and Queensland state government’s vaccination program. The COVID-19 Steering Committee continues to encourage all workers across all jurisdictions to be vaccinated and provides access to educational materials about vaccine safety and efficacy.
Segment Reporting
In accordance with Accounting Standards Codification, or ASC, 280, Segment Reporting, we have adopted the following reporting segments: Australia and the United States. In addition, “Other and Corporate” is not a reporting segment but is disclosed for the purposes of reconciliation to our consolidated financial statements.
Results of Operations
How We Evaluate Our Operations
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 coal. Our sales volume and sales prices are largely dependent upon the terms of our coal sales contracts, for which prices generally are set based on daily index averages, on a quarterly basis or annual fixed price contracts.
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. These financial and operating metrics include: (i) safety and environmental metrics; (ii) total sales volumes and average realized price per Mt sold, which we define as total coal revenues divided by total sales volume; (iii) Met coal sales volumes and average realized Met coal price per Mt sold, which we define as Met coal revenues divided by Met coal sales volume; (iv) average segment mining costs per Mt sold, which we define as mining costs divided by sales volumes for the respective segment; and (v) average segment operating costs per Mt sold, which we define as segment operating costs divided by sales volumes for the respective segment.
Coal revenues are shown on our statement of operations and comprehensive income exclusive of other revenues. Generally, export sale contracts for our Australian Operations require us to bear the cost of freight from our mines to the applicable outbound shipping port, while freight costs from the port to the end destination are typically borne by the customer. The majority of the export sales from our U.S. Operations are recognized at the mine load out when title to the coal passes to the customer similar to a domestic sale. However, for certain U.S. export sales title passes to the customer when the coal is loaded into the vessel at the port, accordingly we bear the cost of freight from our mines to the applicable outbound shipping port as well as the port costs. For our domestic sales, customers typically bear the cost of freight, therefore there are no freight expenses included in the cost of coal revenues.
Non-GAAP Financial Measures; Other Measures
The following discussion of our results includes references to and analysis of Adjusted EBITDA and mining costs, which are financial measures not recognized in accordance with U.S. GAAP. Non-GAAP financial measures, including Adjusted EBITDA, are used by investors to measure our operating performance.
Adjusted EBITDA, a non-GAAP measure, is defined as earnings before interest, tax, depreciation, depletion and amortization and other foreign exchange losses. Adjusted EBITDA is also adjusted for certain discrete non-recurring items that we exclude in analyzing each of our segments’ operating performance. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly titled measures presented by other companies. A reconciliation of Adjusted EBITDA to its most directly comparable measure under U.S. GAAP is included below.
Coronado Global Resources Inc. Form 10-Q September 30, 202126
Segment Adjusted EBITDA is defined as Adjusted EBITDA by operating and reporting segment, adjusted for certain transactions, eliminations or adjustments that our CODM does not consider for making decisions to allocate resources among segments or assessing segment performance. Segment Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements such as investors, industry analysts and lenders to assess the operating performance of the business.
Mining costs, a non-GAAP measure, is based on reported cost of coal revenues, which is shown on our statement of operations and comprehensive income exclusive of freight expense, Stanwell rebate, other royalties, depreciation, depletion and amortization and selling, general and administrative expenses, adjusted for other items that do not relate directly to the costs incurred to produce coal at mine. Mining costs excludes these cost components as our CODM does not view these costs as directly attributable to the production of coal. Mining costs is used as a supplemental financial measure by management, providing an accurate view of the costs directly attributable to the production of coal at our mining segments, and by external users of our financial statements, such as investors, industry analysts and ratings agencies, to assess our mine operating performance in comparison to the mine operating performance of other companies in the coal industry.
Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020
Summary
The financial and operational highlights for the three months ended September 30, 2021 include:
Sales volume totaled 4.6 MMt for the three months ended September 30, 2021, compared to 4.9 MMt for the three months ended September 30, 2020. The lower sales volumes were attributable to our Australian Operations due to lower production as a result of changes in mine sequencing and equipment maintenance, and sales slippage into the December 2021 quarter. Our U.S. Operations continue to experience increased demand from China and has recovered its mining operations to pre-COVID-19 pandemic levels resulting in higher sales volumes in the quarter.
Net income increased by $123.8 million, from net loss of $41.8 million for the three months ended September 30, 2020, to a net income of $82.0 million for the three months ended September 30, 2021. This increase was primarily driven by higher coal sales revenues partially offset by higher operating costs, interest charges and income tax expense.
Strong demand and higher average prices in the seaborne export markets, due to better than expected post pandemic recovery in global economic and industrial activity, combined with shortages in the coal supply, caused the coal price indices reach record levels in the quarter. This has contributed to higher average realized Met coal pricing of $144.0 per Mt sold, which was 67.4% higher compared to $86.0 per Mt sold for the three months ended September 30, 2020.
Adjusted EBITDA for the three months ended September 30, 2021 of $147.7 million, an increase of $138.2 million from an Adjusted EBITDA of $9.6 million for the three months ended September 30, 2020, driven by higher coal sales revenues, partially offset by higher operating costs.
As of September 30, 2021, the Company had total liquidity of $295.7 million, consisting of $195.7 million cash (excluding restricted cash) and $100.0 million of availability under the ABL Facility. The ABL Facility is subject to a springing fixed charge coverage ratio test if availability is less than a certain amount.
Coronado Global Resources Inc. Form 10-Q September 30, 202127
|
| Three months ended September 30, | |||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
| % |
|
| (in US$ thousands) | |||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Coal revenues |
| $ | 563,287 |
| $ | 366,737 |
| $ | 196,550 |
| 53.6% |
Other revenues |
|
| 10,304 |
|
| 9,648 |
|
| 656 |
| 6.8% |
Total revenues |
|
| 573,591 |
|
| 376,385 |
|
| 197,206 |
| 52.4% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
Cost of coal revenues (exclusive of items shown separately below) |
|
| 309,513 |
|
| 263,858 |
|
| 45,655 |
| 17.3% |
Depreciation, depletion and amortization |
|
| 38,461 |
|
| 48,693 |
|
| (10,232) |
| (21.0%) |
Freight expenses |
|
| 58,043 |
|
| 50,590 |
|
| 7,453 |
| 14.7% |
Stanwell rebate |
|
| 12,274 |
|
| 25,157 |
|
| (12,883) |
| (51.2%) |
Other royalties |
|
| 39,099 |
|
| 21,697 |
|
| 17,402 |
| 80.2% |
Selling, general, and administrative expenses |
|
| 8,044 |
|
| 6,785 |
|
| 1,259 |
| 18.6% |
Total costs and expenses |
|
| 465,434 |
|
| 416,780 |
|
| 48,654 |
| 11.7% |
Operating income (loss) |
|
| 108,157 |
|
| (40,395) |
|
| 148,552 |
| (367.7%) |
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
| (18,251) |
|
| (12,207) |
|
| (6,044) |
| 49.5% |
Decrease in provision for discounting and credit losses |
|
| 2,430 |
|
| — |
|
| 2,430 |
| 100.0% |
Other, net |
|
| (1,252) |
|
| (361) |
|
| (891) |
| 246.8% |
Total other expense, net |
|
| (17,073) |
|
| (12,568) |
|
| (4,505) |
| 35.8% |
Net income (loss) before tax |
|
| 91,084 |
|
| (52,963) |
|
| 144,047 |
| (272.0%) |
Income tax (expense) benefit |
|
| (9,096) |
|
| 11,169 |
|
| (20,265) |
| (181.4%) |
Net income (loss) |
|
| 81,988 |
|
| (41,794) |
|
| 123,782 |
| (296.2%) |
Less: Net loss attributable to noncontrolling interest |
|
| — |
|
| (2) |
|
| 2 |
| (100.0%) |
Net income (loss) attributable to Coronado Global Resources, Inc. |
| $ | 81,988 |
| $ | (41,792) |
| $ | 123,780 |
| (296.2%) |
Coal Revenues
Coal revenues were $563.3 million for the three months ended September 30, 2021, an increase of $196.6 million, compared to $366.7 million for the three months ended September 30, 2020. This increase was largely driven by higher average realized Met coal price for the three months ended September 30, 2021, of $144.0 per Mt sold, an increase of $58.0 per Mt sold compared to $86.0 per Mt sold for the same period in 2020. At our U.S. Operations coal sales volume was 0.5 MMt higher compared to the three months ended September 30, 2021, driven by increased demand from China for U.S. sourced coal.
Cost of Coal Revenues (Exclusive of Items Shown Separately Below)
Cost of coal revenues comprise of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs, which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes. Total cost of coal revenues was $309.5 million for the three months ended September 30, 2021, an increase of $45.7 million, or 17.3%, compared to $263.9 million for the three months ended September 30, 2020.
The cost of coal revenues for our U.S. Operations increased $35.6 million during the three months ended September 30, 2021, as compared to the three months ended September 30, 2020, due to higher sales and production volumes. Cost of coal revenues for our Australian Operations for the three months ended September 30, 2021 were $10.1 million higher compared to the three months ended September 30, 2021, as a result of changes in mine sequencing works during the quarter to increase coal availability and planned equipment maintenance.
Coronado Global Resources Inc. Form 10-Q September 30, 202128
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the three months ended September 30, 2021 was $38.5 million, a decrease of 21.0% compared to $48.7 million for the three months ended September 30, 2020. The decrease was associated with lower production in our Australian Operations impacting assets depreciated under units of production method. In addition, depreciation on the Greenbrier mining asset at our U.S. Operations ceased since its idling on April 1, 2020.
Freight Expenses
Freight expenses include costs associated with take-or-pay commitments for rail and port providers and demurrage costs. Freight expenses totaled $58.0 million for the three months ended September 30, 2021, an increase of $7.5 million, as compared to $50.6 million for the three months ended September 30, 2020. Our U.S. Operations’ freight cost contributed $11.6 million to the increase, driven by coal sales under certain contracts for which we arrange and pay for transportation to port that did not exist to the same extent in the three months ended September 30, 2020. This increase was partially offset by our Australian Operations where freight costs were lower as a result of lower sales volumes during the three months ended September 30, 2021, compared to 2020.
Stanwell Rebate
The Stanwell rebate was $12.3 million for the three months ended September 30, 2021, a decrease of $12.9 million, as compared to $25.2 million for the three months ended September 30, 2020. The decrease was largely driven by lower sales volume and lower realized export reference coal pricing for the prior twelve-month period used to calculate the rebate.
Other Royalties
Other royalties were $39.1 million in the three months ended September 30, 2021, an increase of $17.4 million, as compared to $21.7 million in the three months ended September 30, 2020. The increase in other royalties were driven by higher coal revenues compared to the same period in 2020.
Interest Expense, net
Interest expense, net of $18.3 million for the three months ended September 30, 2021, increased $6.0 million, as compared to $12.2 million for the three months ended September 30, 2020. The increase in interest expense was due to higher interest rate on the Notes for the three months ended September 30, 2021, compared to average interest rate on the SFA for the same period in 2020.
Decrease in provision for discounting and credit losses
We recognized a provision for discounting and credit losses of $9.3 million as at December 31, 2020, largely in respect of past due trade receivables from Xcoal. During the three months ended September 30, 2021, the provision for discounting and credit losses, with respect to Xcoal past due balance, was fully unwound to account for passage of time and repayment in full, resulting in a benefit of $3.1 million recorded in the Company’s results of operations.
Income tax (expense) benefit
Income tax expense of $9.1 million for the three months ended September 30, 2021 increased by $20.3 million, as compared to a tax benefit of $11.2 million for the three months ended September 30, 2020.
The income tax expense for the three months ended September 30, 2021 is based on an annual effective tax rate of 11.28% applied to the nine months ended September 30, 2021.
Nine months ended September 30, 2021 Compared to Nine months ended September 30, 2020
Summary
The financial and operational highlights for the nine months ended September 30, 2021 include:
Sales volume totaled 13.5 MMt for the nine months ended September 30, 2021, or 0.3 MMt higher than the nine months ended September 30, 2020. The higher sales volumes were primarily driven by our U.S. Operations resulting from increased demand of U.S. sourced coal into China and recovery in demand for Met coal to pre-COVID 19 pandemic levels compared to the same period in 2020 when our U.S. Operation were idled for two months.
Coronado Global Resources Inc. Form 10-Q September 30, 202129
Net loss decreased by $150.9 million, from $165.0 million for the nine months ended September 30, 2020, to $14.1 million for the nine months ended September 30, 2021. The lower net loss was primarily due to higher coal sales revenues, partially offset by increase in operating costs, higher interest expenses, the impact of non-cash impairment charge at Greenbrier recognized during the nine months ended September 30, 2020 and higher income tax expense.
Improved coal market prices during the nine months ended September 30, 2021 resulted in average realized Met coal pricing of $114.6 per Mt sold, 23.1% higher compared to $93.1 per Mt sold for the nine months ended September 30, 2020.
Adjusted EBITDA for the nine months ended September 30, 2021, was $173.4 million, an increase of $128.9 million, from Adjusted EBITDA of $44.5 million for the nine months ended September 30, 2020, driven by higher coal revenues partially offset by higher operating costs.
Cash provided by operating activities was $171.1 million for the nine months ended September 30, 2021, an increase of $209.2 million compared to cash used of $38.1 million for the nine months ended September 30, 2020.
As of September 30, 2021, the Company had cash (excluding restricted cash) of $195.7 million and $350.0 million of Notes outstanding resulting in net debt of $154.3 million. Net debt reduced by $82.0 million during the quarter due to positive operating cash flows.
|
| Nine months ended September 30, | |||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
| % |
|
| (in US$ thousands) | |||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Coal revenues |
| $ | 1,344,253 |
| $ | 1,061,554 |
| $ | 282,699 |
| 26.6% |
Other revenues |
|
| 29,705 |
|
| 28,497 |
|
| 1,208 |
| 4.2% |
Total revenues |
|
| 1,373,958 |
|
| 1,090,051 |
|
| 283,907 |
| 26.0% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
Cost of coal revenues (exclusive of items shown separately below) |
|
| 889,771 |
|
| 745,203 |
|
| 144,568 |
| 19.4% |
Depreciation, depletion and amortization |
|
| 132,754 |
|
| 135,542 |
|
| (2,788) |
| (2.1%) |
Freight expenses |
|
| 166,090 |
|
| 133,475 |
|
| 32,615 |
| 24.4% |
Stanwell rebate |
|
| 43,169 |
|
| 82,571 |
|
| (39,402) |
| (47.7%) |
Other royalties |
|
| 83,219 |
|
| 65,151 |
|
| 18,068 |
| 27.7% |
Selling, general, and administrative expenses |
|
| 21,250 |
|
| 20,138 |
|
| 1,112 |
| 5.5% |
Restructuring costs |
|
| 2,300 |
|
| — |
|
| 2,300 |
| 100.0% |
Total costs and expenses |
|
| 1,338,553 |
|
| 1,182,080 |
|
| 156,473 |
| 13.2% |
Operating income (loss) |
|
| 35,405 |
|
| (92,029) |
|
| 127,434 |
| (138.5%) |
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
| (49,982) |
|
| (36,528) |
|
| (13,454) |
| 36.8% |
Loss on debt extinguishment |
|
| (5,744) |
|
| — |
|
| (5,744) |
| 100.0% |
Decrease in provision for discounting and credit losses |
|
| 8,074 |
|
| — |
|
| 8,074 |
| 100.0% |
Impairment of assets |
|
| — |
|
| (63,111) |
|
| 63,111 |
| (100.0%) |
Other, net |
|
| (3,610) |
|
| (4,846) |
|
| 1,236 |
| (25.5%) |
Total other expense, net |
|
| (51,262) |
|
| (104,485) |
|
| 53,223 |
| (50.9%) |
Net (loss) income before tax |
|
| (15,857) |
|
| (196,514) |
|
| 180,657 |
| (91.9%) |
Income tax benefit |
|
| 1,788 |
|
| 31,525 |
|
| (29,737) |
| (94.3%) |
Net (loss) income |
|
| (14,069) |
|
| (164,989) |
|
| 150,920 |
| (91.5%) |
Less: Net loss attributable to noncontrolling interest |
|
| (2) |
|
| (6) |
|
| 4 |
| (66.7%) |
Net (loss) income attributable to Coronado Global Resources, Inc. |
| $ | (14,067) |
| $ | (164,983) |
| $ | 150,916 |
| (91.5%) |
Coal Revenues
Coal revenues were $1,344.3 million for the nine months ended September 30, 2021, an increase of $282.7 million, compared to $1,061.6 million for the nine months ended September 30, 2020. This increase was driven by higher sales volumes at our U.S. Operations and increased average realized Met coal price for the nine months to September 30, 2021 of $114.6 per Mt sold, an increase of $21.5 per Mt sold compared to $93.1 per Mt sold for the same period in 2020, , due to favorable market conditions and higher index prices, most significantly in the third quarter of 2021.
Coronado Global Resources Inc. Form 10-Q September 30, 202130
Cost of Coal Revenues (Exclusive of Items Shown Separately Below)
Cost of coal revenues is comprised of costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. Cost of coal revenues include items such as direct operating costs, which includes employee-related costs, materials and supplies, contractor services, coal handling and preparation costs and production taxes.
Total cost of coal revenues was $889.8 million for the nine months ended September 30, 2021, an increase of $144.6 million, or 19.4%, compared to $745.2 million for the nine months ended September 30, 2020. Cost of coal revenues for our U.S. Operations increased $55.9 million due to higher sales volumes and operations returning to pre-COVID-19 pandemic levels, whereas the U.S. Operations were idled for two months during the nine months ended September 30, 2020. Cost of coal revenues for our Australian Operations increased by $88.7 million driven by the impacts of seasonal wet weather, equipment breakdown, additional fleet mobilized to accelerate overburden removal and unfavorable average foreign exchange rate on translation of the Australian Operations for the nine months ended September 30, 2021 of A$/US$: 0.76 compared to 0.68 for the same period in 2020.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization was $132.8 million for the nine months ended September 30, 2021, a decrease of $2.8 million, as compared to $135.5 million for the nine months ended September 30, 2020. The decrease was associated with lower production in our Australian Operations impacting assets depreciated under units of production method. In addition, depreciation on the Greenbrier mining asset at our U.S. Operations ceased since its idling on April 1, 2020.
Freight Expenses
Freight expenses totaled $166.1 million for the nine months ended September 30, 2021, an increase of $32.6 million, compared to $133.5 million for the nine months ended September 30, 2020. Our U.S. Operations contributed to $24.9 million of the increase due to higher sales volume related to certain contracts for which we arrange and pay for transportation to port that did not exist to the same extent in the nine months ended September 30, 2020. The remaining increase relates to our Australian Operations, primarily driven by unfavorable average foreign exchange rate.
Stanwell Rebate
The Stanwell rebate was $43.2 million for the nine months ended September 30, 2021, a decrease of $39.4 million, as compared to $82.6 million for the nine months ended September 30, 2020. The decrease was largely driven by lower realized export reference coal pricing for the prior twelve-month period, partially offset by unfavorable average foreign exchange rate on translation of the Australian Operations.
Other Royalties
Other royalties were $83.2 million for the nine months ended September 30, 2021, an increase of $18.1 million, as compared to $65.2 million for the nine months ended September 30, 2020. Higher royalties were a product of higher average realized export pricing and higher volumes for the nine months period ended September 30, 2021 compared to the same period in 2020.
Interest Expense, net
Interest expense, net of $50.0 million for the nine months ended September 30, 2021 increased $13.5 million, as compared to $36.5 million for the nine months ended September 30, 2020. The increase in interest expense was due to a higher average interest rate for the nine months ended September 30, 2021, compared to the same period in 2020, partially offset by lower average interest-bearing liabilities period-over-period.
Decrease in provision for discounting and credit losses
We recognized a provision for discounting and credit losses of $9.3 million as at December 31, 2020, largely in respect of past due trade receivables from Xcoal. During the nine months ended September 30, 2021, the provision for discounting and credit losses, with respect to Xcoal past due balance, was fully unwound to account for passage of time and repayment in full, resulting in a benefit of $9.0 million recorded in the Company’s results of operations.
Income tax benefit
Income tax benefit of $1.8 million for the nine months ended September 30, 2021 decreased by $29.7 million, as compared to $31.5 million for the nine months ended September 30, 2020. The decrease includes a valuation allowance of $19.8 million recognized during the period against deferred tax assets of our Australian Operations.
The income tax benefit for the nine months ended September 30, 2021 is based on an annual effective tax rate of 11.28%, a decrease from 16.04% for the nine months ended September 30, 2020.
Coronado Global Resources Inc. Form 10-Q September 30, 202131
Supplemental Segment Financial Data
Three months ended September 30, 2021 compared to three months ended September 30, 2020
Australia
|
| Three months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Sales volume (MMt) |
| 2.8 |
| 3.6 |
| (0.8) |
| (23.4)% |
Total revenues ($) |
| 342,372 |
| 271,413 |
| 70,959 |
| 26.1% |
Coal revenues ($) |
| 332,558 |
| 262,491 |
| 70,067 |
| 26.7% |
Average realized price per Mt sold ($/Mt) |
| 119.7 |
| 72.4 |
| 47.3 |
| 65.3% |
Met sales volume (MMt) |
| 2.0 |
| 2.7 |
| (0.7) |
| (26.3)% |
Met coal revenues ($) |
| 306,033 |
| 233,063 |
| 72,970 |
| 31.3% |
Average realized Met price per Mt sold ($/Mt) |
| 154.9 |
| 86.9 |
| 68.0 |
| 78.3% |
Mining costs ($) |
| 180,837 |
| 176,706 |
| 4,131 |
| 2.3% |
Mining cost per Mt sold ($/Mt) |
| 67.4 |
| 49.9 |
| 17.5 |
| 35.1% |
Operating costs ($) |
| 275,784 |
| 270,430 |
| 5,354 |
| 2.0% |
Operating costs per Mt sold ($/Mt) |
| 99.2 |
| 74.6 |
| 24.6 |
| 33.0% |
Segment Adjusted EBITDA ($) |
| 67,383 |
| 2,144 |
| 65,239 |
| 3,042.9% |
Coal revenues for Australian Operations for the three months ended September 30, 2021 were $332.6 million, an increase of $70.1 million or 26.7%, compared to $262.5 million for the three months ended September 30, 2020. This increase was largely driven by higher average realized Met coal pricing as a result of strong demand from destination markets other than China, which continues to restrict importation of Australian coal, and tight supply in the global market. The average realized Met coal price for the quarter ended September 30, 2021 was $154.9 per Mt sold, $68.0 per Mt sold higher compared to the same quarter last year. Sales volume of 2.8 MMt decreased by 0.8 MMt compared to 3.6 MMt for the three months ended September 30, 2020, driven by lower production and sales slippage into the fourth quarter.
Operating costs increased by $5.4 million, or 2.0%, for the three months ended September 30, 2021, compared to the three months ended September 30, 2020. The increase was driven by higher mining costs and other royalties, partially offset by lower freight and Stanwell rebate (mainly due to lower realized coal pricing on a twelve-month look back). Mining cost per ton of $67.4 per Mt sold for the three months ended September 30, 2021 was 35.1% higher compared to the three months ended September 30, 2020, impacted by low coal availability primarily from changes in mine sequencing during the quarter planned to improve future coal availability.
Adjusted EBITDA of $67.4 million for the three months ended September 30, 2021 increased by $65.2 million compared to $2.1 million for the three months ended September 30, 2020, driven by higher coal revenues, partially offset by increase in operating costs.
United States
|
| Three months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Sales volume (MMt) |
| 1.8 |
| 1.3 |
| 0.5 |
| 42.9% |
Total revenues ($) |
| 231,219 |
| 104,972 |
| 126,247 |
| 120.3% |
Coal revenues ($) |
| 230,729 |
| 104,246 |
| 126,483 |
| 121.3% |
Average realized price per Mt sold ($/Mt) |
| 128.7 |
| 83.1 |
| 45.6 |
| 54.9% |
Met sales volume (MMt) |
| 1.7 |
| 1.2 |
| 0.5 |
| 41.0% |
Met coal revenues ($) |
| 228,561 |
| 103,401 |
| 125,160 |
| 121.0% |
Average realized Met price per Mt sold ($/Mt) |
| 131.6 |
| 84.0 |
| 47.6 |
| 56.7% |
Mining costs ($) |
| 109,385 |
| 81,249 |
| 28,136 |
| 34.6% |
Mining cost per Mt sold ($/Mt) |
| 62.7 |
| 64.8 |
| (2.1) |
| (3.2)% |
Operating costs ($) |
| 143,145 |
| 90,872 |
| 52,273 |
| 57.5% |
Operating costs per Mt sold ($/Mt) |
| 79.9 |
| 72.4 |
| 7.5 |
| 10.4% |
Segment Adjusted EBITDA ($) |
| 88,441 |
| 14,413 |
| 74,028 |
| 513.6% |
Coal revenues increased by $126.5 million, or 121.3%, to $230.7 million for the three months ended September 30, 2021 compared to $104.2 million for the three months ended September 30, 2020. This increase was largely driven by higher Met
Coronado Global Resources Inc. Form 10-Q September 30, 202132
coal sales volumes in the quarter ended September 30, 2021 of 0.5 MMt, driven by strong U.S. sourced coal demand, particularly into China, exceeding pre-COVID-19 pandemic levels. As the import restrictions on Australian coal continue, our U.S. Operations have benefited from their ability to export coal to China in the current elevated price environment resulting in average realized Met coal pricing for the three months ended September 30, 2021 of $131.6 per Mt sold, $47.6 per Mt or 56.7% higher compared to $84.0 per Mt sold for the same period in 2020.
Operating costs increased by $52.3 million, or 57.5%, to $143.1 million for the three months ended September 30, 2021, compared to operating costs of $90.9 million for the three months ended September 30, 2020. The increase was due to higher mining costs of $28.1 million, as a result of higher sales and production volumes, combined with higher freight expenses.
Adjusted EBITDA of $88.4 million for the three months ended September 30, 2021 increased by $74.0 million compared to $14.4 million for the three months ended September 30, 2020, driven by increased sales volume and higher average realized Met coal pricing, partially offset by higher operating costs.
Corporate and Other Adjusted EBITDA
The following table presents a summary of the components of Corporate and Other Adjusted EBITDA:
|
| Three months ended September 30, | ||||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
|
| % |
|
| (in US$ thousands) | ||||||||||
Selling, general, and administrative expenses |
| $ | 8,042 |
| $ | 6,785 |
| $ | 1,257 |
|
| 18.5% |
Other, net |
|
| 42 |
|
| 221 |
|
| (179) |
|
| n/m |
Total Corporate and Other Adjusted EBITDA |
| $ | 8,084 |
| $ | 7,006 |
| $ | 1,078 |
|
| 15.4% |
n/m – Not meaningful for comparison.
Corporate and other costs increased $1.1 million to $8.1 million for the three months ended September 30, 2021, as compared to $7.0 million for the three months ended September 30, 2020. The increase in selling, general, and administrative expenses was primarily driven by timing of certain corporate costs.
Coronado Global Resources Inc. Form 10-Q September 30, 202133
Mining and operating costs for the three months ended September 30, 2021 compared to three months ended September 30, 2020
A reconciliation of segment costs and expenses, segment operating costs, and segment mining costs is shown below:
|
| Three months ended September 30, 2021 | ||||||||||
|
| (in US$ thousands) | ||||||||||
|
|
| Australia |
|
| United States |
|
| Other / Corporate |
|
| Total Consolidated |
Total costs and expenses |
| $ | 294,219 |
| $ | 162,866 |
| $ | 8,349 |
| $ | 465,434 |
Less: Selling, general and administrative expense |
|
| — |
|
| — |
|
| (8,044) |
|
| (8,044) |
Less: Restructuring costs |
|
| — |
|
| — |
|
| — |
|
| — |
Less: Depreciation, depletion and amortization |
|
| (18,435) |
|
| (19,721) |
|
| (305) |
|
| (38,461) |
Total operating costs |
|
| 275,784 |
|
| 143,145 |
|
| — |
|
| 418,929 |
Less: Other royalties |
|
| (30,835) |
|
| (8,264) |
|
| — |
|
| (39,099) |
Less: Stanwell rebate |
|
| (12,274) |
|
| — |
|
| — |
|
| (12,274) |
Less: Freight expenses |
|
| (39,974) |
|
| (18,069) |
|
| — |
|
| (58,043) |
Less: Other non-mining costs |
|
| (11,864) |
|
| (7,427) |
|
| — |
|
| (19,291) |
Total mining costs |
|
| 180,837 |
|
| 109,385 |
|
| — |
|
| 290,222 |
Sales Volume excluding non-produced coal (MMt) |
|
| 2.7 |
|
| 1.7 |
|
| — |
|
| 4.4 |
Mining cost per Mt sold ($/Mt) |
|
| 67.4 |
|
| 62.7 |
|
| — |
|
| 65.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2020 | ||||||||||
|
| (in US$ thousands) | ||||||||||
|
|
| Australia |
|
| United States |
|
| Other / Corporate |
|
| Total Consolidated |
Total costs and expenses |
| $ | 296,737 |
| $ | 113,056 |
| $ | 6,987 |
| $ | 416,780 |
Less: Selling, general and administrative expense |
|
| — |
|
| — |
|
| (6,785) |
|
| (6,785) |
Less: Depreciation, depletion and amortization |
|
| (26,307) |
|
| (22,184) |
|
| (202) |
|
| (48,693) |
Total operating costs |
|
| 270,430 |
|
| 90,872 |
|
| — |
|
| 361,302 |
Less: Other royalties |
|
| (18,496) |
|
| (3,201) |
|
| — |
|
| (21,697) |
Less: Stanwell rebate |
|
| (25,157) |
|
| — |
|
| — |
|
| (25,157) |
Less: Freight expenses |
|
| (44,168) |
|
| (6,422) |
|
| — |
|
| (50,590) |
Less: Other non-mining costs |
|
| (5,903) |
|
| — |
|
| — |
|
| (5,903) |
Total mining costs |
|
| 176,706 |
|
| 81,249 |
|
| — |
|
| 257,955 |
Sales Volume excluding non-produced coal (MMt) |
|
| 3.5 |
|
| 1.3 |
|
| — |
|
| 4.8 |
Mining cost per Mt sold ($/Mt) |
|
| 49.9 |
|
| 64.8 |
|
| — |
|
| 53.8 |
Average realized Met coal revenue for the three months ended September 30, 2021 compared to three months ended September 30, 2020
A reconciliation of the Company’s average realized Met coal revenue is shown below:
|
| Three months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Met sales volume (MMt) |
| 3.7 |
| 3.9 |
| (0.2) |
| (5.1)% |
Met coal revenues ($) |
| 534,594 |
| 336,464 |
| 198,130 |
| 58.9% |
Average realized Met price per Mt sold ($/Mt) |
| 144.0 |
| 86.0 |
| 58.0 |
| 67.5% |
Coronado Global Resources Inc. Form 10-Q September 30, 202134
Nine months ended September 30, 2021 compared to Nine months ended September 30, 2020
Australia
|
| Nine months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Sales volume (MMt) |
| 8.5 |
| 9.2 |
| (0.7) |
| (7.5)% |
Total revenues ($) |
| 832,098 |
| 744,968 |
| 87,130 |
| 11.7% |
Coal revenues ($) |
| 804,757 |
| 720,972 |
| 83,785 |
| 11.6% |
Average realized price per Mt sold ($/Mt) |
| 94.5 |
| 78.3 |
| 16.2 |
| 20.7% |
Met sales volume (MMt) |
| 6.3 |
| 6.6 |
| (0.3) |
| (4.5)% |
Met coal revenues ($) |
| 734,143 |
| 640,893 |
| 93,250 |
| 14.6% |
Average realized Met price per Mt sold ($/Mt) |
| 117.0 |
| 97.5 |
| 19.5 |
| 20.0% |
Mining costs ($) |
| 535,568 |
| 475,547 |
| 60,021 |
| 12.6% |
Mining cost per Mt sold ($/Mt) |
| 65.7 |
| 52.4 |
| 13.3 |
| 25.4% |
Operating costs ($) |
| 801,837 |
| 737,033 |
| 64,804 |
| 8.8% |
Operating costs per Mt sold ($/Mt) |
| 94.1 |
| 80.0 |
| 14.1 |
| 17.6% |
Segment Adjusted EBITDA ($) |
| 30,445 |
| 8,406 |
| 22,039 |
| 262.2% |
Coal revenues for Australian Operations for the nine months ended September 30, 2021 were $804.8 million, an increase of $83.8 million, or 11.6%, compared to $721.0 million for the nine months ended September 30, 2020. This increase was largely driven by higher average realized Met price of $117.0 per Mt, an increase of $19.5 per Mt, as compared to $97.5 per Mt sold during the same period in 2020 benefiting from strong demand and supply shortage in the global seaborne export markets. This increase was partially offset by lower sales volume of 8.5 MMt compared to 9.2 MMt for the nine months ended September 30, 2020 due to lower production combined with sales slippage into the fourth quarter of 2021.
Operating costs increased by $64.8 million, or 8.8%, for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020. The increase was driven by higher mining costs, other royalties and freight costs, partially offset by lower Stanwell rebate (mainly due to lower realized coal pricing on a twelve-month look back period). Mining cost per ton of $65.7 per Mt sold was 25.5% higher compared to the nine months ended September 30, 2020, impacted by higher seasonal wet weather, mine equipment breakdown, planned equipment maintenance, additional fleet mobilized to accelerate overburden removal and unfavorable average foreign exchange rate on translation of the Australian Operations for the nine months ended September 30, 2021 of A$/US$: 0.76 compared to 0.68 for the nine months ended September 30, 2020.
For the nine months ended September 30, 2021, Adjusted EBITDA increased by $22.0 million, or 262.2%, compared to Adjusted EBITDA of $8.4 million for the nine months ended September 30, 2020. This increase was primarily driven by higher coal revenues partially offset by higher operating costs.
United States
|
| Nine months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Sales volume (MMt) |
| 4.9 |
| 4.0 |
| 0.9 |
| 23.2% |
Total revenues ($) |
| 541,860 |
| 345,083 |
| 196,777 |
| 57.0% |
Coal revenues ($) |
| 539,496 |
| 340,582 |
| 198,914 |
| 58.4% |
Average realized price per Mt sold ($/Mt) |
| 109.0 |
| 84.8 |
| 24.2 |
| 28.6% |
Met sales volume (MMt) |
| 4.8 |
| 3.9 |
| 0.9 |
| 21.7% |
Met coal revenues ($) |
| 534,017 |
| 337,599 |
| 196,418 |
| 58.2% |
Average realized Met price per Mt sold ($/Mt) |
| 111.5 |
| 85.8 |
| 25.7 |
| 30.0% |
Mining costs ($) |
| 307,732 |
| 254,794 |
| 52,938 |
| 20.8% |
Mining cost per Mt sold ($/Mt) |
| 63.0 |
| 64.4 |
| (1.4) |
| (2.2)% |
Operating costs ($) |
| 380,412 |
| 289,367 |
| 91,045 |
| 31.5% |
Operating costs per Mt sold ($/Mt) |
| 76.9 |
| 72.1 |
| 4.8 |
| 6.7% |
Segment Adjusted EBITDA ($) |
| 164,404 |
| 56,153 |
| 108,251 |
| 192.8% |
Coal revenues increased by $198.9 million, or 58.4%, to $539.5. million for the nine months ended September 30, 2021, as compared to $340.6 million for the nine months ended September 30, 2020. This increase was mainly driven by higher Met coal sales volumes driven by strong U.S. -sourced coal demand, particularly into China, exceeding pre-COVID-19 pandemic levels, whereas the U.S. Operations were idled for two months during the nine months period ended September 30, 2020.
Coronado Global Resources Inc. Form 10-Q September 30, 202135
Additionally, our U.S. Operations saw an increase in average realized Met coal pricing of $25.7 per Mt sold to $111.5 per Mt sold for the nine months ended September 30, 2021, compared to $85.8 per Mt sold for the 2020 period. The increase reflected a strong U.S.-sourced coal demand into China following Chinese restrictions on imports of Australian-sourced coal.
Operating costs increased by $91.0 million, or 31.5%, to $380.4 million for the nine months ended September 30, 2021, compared to operating costs of $289.4 million for the nine months ended September 30, 2020. The increase was primarily due to higher mining costs of $52.9 million, an increase of 20.8% compared to the same period in 2020, as a result of production returning to pre-COVID-19 pandemic levels, whereas the U.S. Operations were idled for two months during the nine months ended September 30, 2020, combined with higher freight expenses driven by increase in sales volume and for certain contracts for which we arrange and pay for transportation costs that did not exist to the same extent in the nine months to September 30, 2020.
Adjusted EBITDA increased by $108.3 million, or 192.8%, for the nine months ended September 30, 2021 compared to Adjusted EBITDA of $56.2 million for the nine months ended September 30, 2020. This increase was primarily driven by demand and production returning to pre-COVID-19 pandemic levels, higher average realized Met coal price per Mt sold and increased sales volumes, partially offset by higher operating costs.
Corporate and Other Adjusted EBITDA
The following table presents a summary of the components of Corporate and Other Adjusted EBITDA:
|
| Nine months ended September 30, | ||||||||||
|
|
| 2021 |
|
| 2020 |
|
| Change |
|
| % |
|
| (in US$ thousands) | ||||||||||
Selling, general, and administrative expenses |
| $ | 21,244 |
| $ | 20,138 |
| $ | 1,106 |
|
| 5.5% |
Other, net |
|
| 164 |
|
| (75) |
|
| 239 |
|
| (318.7)% |
Total Corporate and Other Adjusted EBITDA |
| $ | 21,408 |
| $ | 20,063 |
| $ | 1,345 |
|
| 6.7% |
Corporate and other costs increased $1.3 million to $21.4 million for the nine months ended September 30, 2021, as compared to $20.1 million for the nine months ended September 30, 2020. The increase in selling, general, and administrative expenses was primarily driven by unfavorable average foreign exchange rate on translation of the Australian corporate entities for the nine months ended September 30, 2021 compared to the 2020 period, partially offset by improved efficiencies and cost savings initiatives to reduce corporate spend in 2021 compared to 2020.
Coronado Global Resources Inc. Form 10-Q September 30, 202136
Mining and operating costs for the Nine months ended September 30, 2021 compared to Nine months ended September 30, 2020
A reconciliation of segment costs and expenses, segment operating costs, and segment mining costs is shown below:
|
| Nine months ended September 30, 2021 | ||||||||||
|
| (in US$ thousands) | ||||||||||
|
|
| Australia |
|
| United States |
|
| Other / Corporate |
|
| Total Consolidated |
Total costs and expenses |
| $ | 872,875 |
| $ | 443,696 |
| $ | 21,982 |
| $ | 1,338,553 |
Less: Selling, general and administrative expense |
|
| — |
|
| — |
|
| (21,250) |
|
| (21,250) |
Less: Restructuring costs |
|
| (2,300) |
|
| — |
|
| — |
|
| (2,300) |
Less: Depreciation, depletion and amortization |
|
| (68,738) |
|
| (63,284) |
|
| (732) |
|
| (132,754) |
Total operating costs |
|
| 801,837 |
|
| 380,412 |
|
| — |
|
| 1,182,249 |
Less: Other royalties |
|
| (63,873) |
|
| (19,346) |
|
| — |
|
| (83,219) |
Less: Stanwell rebate |
|
| (43,169) |
|
| — |
|
| — |
|
| (43,169) |
Less: Freight expenses |
|
| (122,061) |
|
| (44,029) |
|
| — |
|
| (166,090) |
Less: Other non-mining costs |
|
| (37,166) |
|
| (9,305) |
|
| — |
|
| (46,471) |
Total mining costs |
|
| 535,568 |
|
| 307,732 |
|
| — |
|
| 843,300 |
Sales Volume excluding non-produced coal (MMt) |
|
| 8.2 |
|
| 4.9 |
|
| — |
|
| 13.1 |
Mining cost per Mt sold ($/Mt) |
|
| 65.7 |
|
| 63.0 |
|
| — |
|
| 64.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2020 | ||||||||||
|
| (in US$ thousands) | ||||||||||
|
|
| Australia |
|
| United States |
|
| Other / Corporate |
|
| Total Consolidated |
Total costs and expenses |
| $ | 803,420 |
| $ | 357,947 |
| $ | 20,713 |
| $ | 1,182,080 |
Less: Selling, general and administrative expense |
|
| — |
|
| — |
|
| (20,138) |
|
| (20,138) |
Less: Depreciation, depletion and amortization |
|
| (66,387) |
|
| (68,580) |
|
| (575) |
|
| (135,542) |
Total operating costs |
|
| 737,033 |
|
| 289,367 |
|
| — |
|
| 1,026,400 |
Less: Other royalties |
|
| (56,003) |
|
| (9,148) |
|
| — |
|
| (65,151) |
Less: Stanwell rebate |
|
| (82,571) |
|
| — |
|
| — |
|
| (82,571) |
Less: Freight expenses |
|
| (114,386) |
|
| (19,089) |
|
| — |
|
| (133,475) |
Less: Other non-mining costs |
|
| (8,526) |
|
| (6,336) |
|
| — |
|
| (14,862) |
Total mining costs |
|
| 475,547 |
|
| 254,794 |
|
| — |
|
| 730,341 |
Sales Volume excluding non-produced coal (MMt) |
|
| 9.1 |
|
| 4.0 |
|
| — |
|
| 13.1 |
Mining cost per Mt sold ($/Mt) |
|
| 52.4 |
|
| 64.4 |
|
| — |
|
| 56.0 |
Average realized Met price for the Nine months ended September 30, 2021 compared to Nine months ended September 30, 2020
A reconciliation of the Company’s average realized Met coal price is shown below:
|
| Nine months ended September 30, | ||||||
|
| 2021 |
| 2020 |
| Change |
| % |
|
| (in US$ thousands) | ||||||
Met sales volume (MMt) |
| 11.1 |
| 10.5 |
| 0.6 |
| 5.3% |
Met coal revenues ($) |
| 1,268,160 |
| 978,492 |
| 289,668 |
| 29.6% |
Average realized Met price per Mt sold ($/Mt) |
| 114.6 |
| 93.1 |
| 21.5 |
| 23.1% |
Coronado Global Resources Inc. Form 10-Q September 30, 202137
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
|
| Three months ended September 30, |
| Nine months ended September 30, | ||||||||
|
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
|
|
| (in US$ thousands) |
|
| (in US$ thousands) | ||||||
Reconciliation to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | 81,988 |
| $ | (41,794) |
| $ | (14,069) |
| $ | (164,989) |
Add: Depreciation, depletion and amortization |
|
| 38,461 |
|
| 48,693 |
|
| 132,754 |
|
| 135,542 |
Add: Interest expense (net of income) |
|
| 18,251 |
|
| 12,207 |
|
| 49,982 |
|
| 36,528 |
Add: Other foreign exchange losses |
|
| 2,487 |
|
| 1,614 |
|
| 4,376 |
|
| 5,829 |
Add: Loss on extinguishment of debt |
|
| — |
|
| — |
|
| 5,744 |
|
| — |
Add: Income tax (benefit) expense |
|
| 9,096 |
|
| (11,169) |
|
| (1,788) |
|
| (31,525) |
Add: Impairment of assets |
|
| — |
|
| — |
|
| — |
|
| 63,111 |
Add: Restructuring costs |
|
| — |
|
| — |
|
| 2,300 |
|
| — |
Add: Losses on idled assets held for sale |
|
| (113) |
|
| — |
|
| 2,216 |
|
| — |
Add: Decrease in provision for discounting and credit losses |
|
| (2,430) |
|
| — |
|
| (8,074) |
|
| — |
Adjusted EBITDA |
| $ | 147,740 |
| $ | 9,551 |
| $ | 173,441 |
| $ | 44,496 |
Liquidity and Capital Resources
Overview
Our objective is to maintain a prudent capital structure and to ensure that sufficient liquid assets and funding is available to meet both anticipated and unanticipated financial obligations, including unforeseen events that could have an adverse impact on revenues or costs. Our principal sources of funds are cash and cash equivalents, cash flow from operations and availability under the ABL Facility.
Our main uses of cash have historically been the funding of our operations, working capital, capital expenditure, debt service obligations and payment of dividends. Going forward, we will use cash to fund debt service payments on the Notes, the ABL Facility and our other indebtedness, to fund operating activities, working capital, capital expenditures, redemption of Notes and, if declared, payment of dividends. Based on our outlook for the next twelve months, which is subject to continued changing demand from our customers, volatility in coal prices, ongoing interruptions and uncertainties surrounding China’s import restrictions, such as trade barriers imposed by China on Australian-sourced coal and the uncertainty of impacts from the COVID-19 pandemic on the global economy, we believe expected cash generated from operations together with available borrowing facilities and other strategic and financial initiatives, will be sufficient to meet the needs of our existing operations, capital expenditure and service our debt obligations.
Our ability to generate sufficient cash depends on our future performance which may be subject to a number of factors beyond our control, including general economic, financial and competitive conditions and other risks described in this document, Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC and ASX on February 25, 2021, and Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC and ASX on May 10, 2021.
Liquidity as of September 30, 2021 and December 31, 2020 was as follows:
|
|
| September 30, 2021 |
|
| December 31, 2020 |
|
|
| (in US$ thousands) | |||
Cash, excluding restricted cash |
| $ | 195,727 |
| $ | 45,485 |
Availability under ABL Facility (1) |
|
| 100,000 |
|
| — |
Availability under Revolving Syndicate Facility Agreement |
|
| — |
|
| 222,375 |
Total |
| $ | 295,727 |
| $ | 267,860 |
(1) The ABL Facility contains a springing fixed charge coverage ratio of not less than 1.00 to 1.00, which ratio is tested if availability under the ABL facility is less than $17.5 million for five consecutive business days or less than $15.0 million on any business day.
Coronado Global Resources Inc. Form 10-Q September 30, 202138
Our total indebtedness as of September 30, 2021 and December 31, 2020 consisted of the following:
|
|
| September 30, 2021 |
|
| December 31, 2020 |
|
|
| (in US$ thousands) | |||
Current instalments of other financial liabilities and finance lease obligations |
| $ | 13,153 |
| $ | 4,231 |
Interest bearing liabilities, excluding current instalments |
|
| 332,817 |
|
| 327,625 |
Other financial liabilities, excluding current instalments |
|
| 14,980 |
|
| — |
Total |
| $ | 360,950 |
| $ | 331,856 |
Liquidity
As of September 30, 2021, available liquidity was $295.7 million, comprising cash and cash equivalents (excluding restricted cash) of $195.7 million and $100.0 million of available under our ABL Facility.
As of December 31, 2020, available liquidity was $267.9 million, comprising cash and cash equivalents of $45.5 million and $222.4 million of available borrowing facilities.
In light of the COVID-19 pandemic, the Company has taken steps to strengthen its financial position and maintain financial flexibility.
On January 6, 2021, we raised financing of $23.5 million (A$30.2 million) following the completion of sale and leaseback arrangements with a third-party financier for selected heavy mining equipment assets at our Australian Operations. The proceeds we received from the transaction were used to repay a portion of drawn balances under the extinguished SFA.
During the quarter ended June 30, 2021, we successfully completed a refinancing initiative, which consisted of the ABL Facility of $100.0 million, an offering of $350.0 million aggregate principal amount of the Notes and the fully underwritten equity Entitlement Offer of $101.4 million. A portion of the proceeds from these transactions were used to, among other things (i) repay all outstanding obligations under the SFA, and to terminate such agreement; (ii) cash collateralize and replace bank guarantees previously issued under the SFA; and (iii) pay discounts, fees and expenses related to the refinancing transactions. Refer to Note 5 “Capital Structure” and Note 11 “Interest Bearing Liabilities” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The new capital structure provides the Company financial flexibility by eliminating the application of the legacy SFA financial covenants and introducing new debt with terms that are more sustainable for our business. The arrangements also extended the debt maturity profile, provide a diversification of funding sources and strengthens our liquidity position.
The Company continues to actively review plans for reducing operating, corporate and capital expenditures to ensure sufficient available liquidity during this period of uncertainty and volatility.
Cash
Cash is held in multicurrency interest bearing bank accounts available to be used to service the working capital needs of the Company. Cash balances surplus to immediate working capital requirements are invested in short-term interest-bearing deposit accounts or used to repay interest bearing liabilities.
Senior Secured Notes
On May 12, 2021, we issued $350.0 million aggregate principal amount of 10.750% Senior Secured Notes due 2026. The Notes were issued at a price of 98.112% of their principal amount and mature on May 15, 2026. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year. The Notes are senior secured obligations of the Company.
The terms of the Notes are governed by the Indenture which contains customary covenants for high yield bonds, including, but not limited to, limitation on certain investments, liens, indebtedness, asset sales, transactions with affiliates and restricted payments, including payment of dividends on capital stock.
The Indenture also contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes. Refer to Note 11 “Interest Bearing Liabilities” to our unaudited condensed consolidated financial statements for further information
As of September 30, 2021, we were in compliance with all applicable covenants under the Indenture.
Coronado Global Resources Inc. Form 10-Q September 30, 202139
ABL Facility
On May 12, 2021, we entered into the ABL Facility agreement with an aggregate multi-currency lender commitment of up to $100.0 million, including a $30.0 million sublimit for the issuance of letters of credit and $5.0 million for swingline loans. As of September 30, 2021, no amounts were outstanding, and no outstanding letters of credit issued under the ABL Facility. The ABL Facility will mature on May 12, 2024.
Availability under the ABL Facility is limited to an eligible borrowing base, determined by applying customary advance rates to eligible accounts receivable and inventory and deducting certain reserves, which may be established by the agent in its reasonable credit discretion that could reasonably be expected to have an adverse effect on the value of the collateral included in the borrowing base.
Borrowings under the ABL facility bear interest at a rate equal to a BBSY rate plus an applicable margin. In addition to paying interest, we are also required to pay a fee in respect of unutilized commitments, on amounts available to be drawn under outstanding letters of credits and certain administrative fees.
The ABL Facility contains customary representations and warranties and affirmative and negative covenants including, among others, a covenant regarding the maintenance of a fixed charge coverage ratio if certain conditions are triggered, covenants relating to financial reporting, covenants relating to the payment of dividends on, or purchase or redemption of, our capital stock, covenants relating to the incurrence or prepayment of certain debt, and covenants relating to the incurrence of liens or encumbrances, compliance with laws, transactions with affiliates, mergers and sales of all or substantially all of the our assets and limitations on changes in the nature of the Company’s business Borrowings under the ABL facility bear interest at a rate equal to a BBSY rate plus an applicable margin. In addition to paying interest, we are also required to pay a fee in respect of unutilized commitments, on amounts available to be drawn under outstanding letters of credits and certain administrative fees.
As of September 30, 2021, we were in compliance with all applicable covenants under the ABL Facility.
Bank Guarantees and Surety Bonds
We are required to provide financial assurances and securities to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are provided to comply with state or other government agencies’ statutes and regulations. As of September 30, 2021, we had outstanding bank guarantees of $45.7 million to secure various obligations and commitments. The Company provided cash, in the form of deposits, as collateral against these bank guarantees.
For the U.S. Operations, in order to provide the required financial assurance, we generally use surety bonds for post-mining reclamation. We can also use bank letters of credit to collateralize certain obligations. As of September 30, 2021, we had outstanding surety bonds of $29.7 million, to secure various obligations and commitments. Future regulatory changes relating to these obligations could result in increased obligations, additional costs or additional collateral requirements.
Dividend
During the nine months to September 30, 2021, we did not pay dividends to stockholders or CDI holders on the ASX.
Capital Requirements
Our main uses of cash have historically been the funding of our operations, working capital, capital expenditure, the payment of interest and dividends. Following the refinancing transaction in May 2021, we intend to use cash to fund debt service payments on our Notes, the ABL Facility and our other indebtedness, to fund operating activities, working capital, capital expenditures, partial redemption of the Notes and, if declared, payment of dividends.
Coronado Global Resources Inc. Form 10-Q September 30, 202140
Historical Cash Flows
The following table summarizes our cash flows for the nine months ended September 30, 2021 and 2020, as reported in the accompanying consolidated financial statements:
Cash Flow
|
| Nine months ended September 30, | ||||
|
|
| 2021 |
|
| 2020 |
|
| (in US$ thousands) | ||||
Net cash provided by (used in) operating activities |
| $ | 171,115 |
| $ | (38,095) |
Net cash used in investing activities |
|
| (145,782) |
|
| (79,263) |
Net cash provided by financing activities |
|
| 122,623 |
|
| 102,206 |
Net change in cash and cash equivalents |
|
| 147,956 |
|
| (15,152) |
Effect of exchange rate changes on cash and restricted cash |
|
| 2,287 |
|
| 3,258 |
Cash and restricted cash at beginning of period |
|
| 45,736 |
|
| 26,553 |
Cash and restricted cash at end of period |
| $ | 195,979 |
| $ | 14,659 |
Operating activities
Net cash provided by operating activities was $171.1 million for the nine months ended September 30, 2021, compared to a cash used in operating activities of $38.1 million for the nine months ended September 30, 2020. The increase in cash provided by operating activities was driven by favorable movement in working capital, increase in coal revenues in the period partially offset by higher operating costs.
Investing activities
Net cash used in investing activities was $145.8 million for the nine months ended September 30, 2021, compared to $79.3 million for the nine months ended September 30, 2020. Cash spent on capital expenditures for the nine months ended September 30, 2021 was $75.9 million, of which $28.2 million related to the Australian Operations, $46.1 million related to the U.S. Operations and the remaining $1.6 million for other and corporate. During the nine months ended September 30, 2021, a net of $69.9 million of additional deposits were provided as collateral for bank guarantees and our U.S. workers compensation obligations.
Financing activities
Net cash provided by financing activities was $122.6 million for the nine months ended September 30, 2021, compared to $102.2 million for the nine months ended September 30, 2020. Included in the net cash provided by financing activities for the nine months ended September 30, 2021, were net proceeds from borrowings of $396.3 million, repayment of borrowings of $371.4 million and net proceeds from the stock issuance of $97.7 million.
Included in the net cash provided in financing activities for the nine months ended September 30, 2020, were net proceeds from borrowings of $165.0 million, net proceeds from stock issuance of $171.6 million, repayment of borrowings of $216.8 million and $24.2 million for dividends paid to the shareholders of the Company.
Coronado Global Resources Inc. Form 10-Q September 30, 202141
Contractual Obligations
The following is a summary of our contractual obligations at September 30, 2021:
|
| Payments Due By Year | |||||||||||||
|
|
| Total |
|
| Less than |
|
| 1 ‑ 3 |
|
| 3 ‑ 5 |
|
| More than |
|
|
|
|
|
| 1 Year |
|
| Years |
|
| Years |
|
| 5 Years |
|
| (in US$ thousands) | |||||||||||||
Long‑term debt obligations(1) |
| $ | 31,024 |
| $ | 7,295 |
| $ | 13,934 |
| $ | 9,795 |
| $ | — |
Senior secured notes (2) |
|
| 350,000 |
|
| — |
|
| — |
|
| 350,000 |
|
| — |
Mineral lease commitments(3) |
|
| 45,738 |
|
| 4,991 |
|
| 10,268 |
|
| 9,410 |
|
| 21,069 |
Operating and finance lease commitments |
|
| 26,322 |
|
| 9,555 |
|
| 14,640 |
|
| 1,721 |
|
| 406 |
Unconditional purchase obligations(4) |
|
| 14,968 |
|
| 14,968 |
|
| — |
|
| — |
|
| — |
Take‑or‑pay contracts(5) |
|
| 1,313,286 |
|
| 98,648 |
|
| 244,643 |
|
| 247,597 |
|
| 722,398 |
Total contractual cash obligations |
| $ | 1,781,338 |
| $ | 135,457 |
| $ | 283,485 |
| $ | 618,523 |
| $ | 743,873 |
(1)Represents financial obligation relating to amounts outstanding from financing equipment purchases, insurance premiums and financial liabilities for a sale and lease back type arrangement.
(2)Represents financial obligation outstanding under the Senior Secured Notes. Refer to Note 11. “Interest bearing liabilities” in the accompanying audited unaudited condensed consolidated financial statements for additional discussion.
(3)Represents future minimum royalties and payments under mineral leases. Refer to Note 17. “Commitments” in the accompanying audited unaudited condensed consolidated financial statements for additional discussion.
(4)Represents firm purchase commitments for capital expenditures (based on order to suppliers for capital purchases) for the next twelve months.
(5)Represents various short- and long-term take-or-pay arrangements in Australia associated with rail and port commitments for the delivery of coal.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with U.S. GAAP requires us 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. On an ongoing basis, we evaluate our estimates. Our estimates are based on historical experience and various other assumptions that we believe are appropriate, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. All of these accounting estimates and assumptions, as well as the resulting impact to our financial statements, have been discussed with the Audit Committee of our Board of Directors.
Our critical accounting policies are discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC and ASX on February 25, 2021.
Newly Adopted Accounting Standards and Accounting Standards Not Yet Implemented
See Note 2. (a) “Newly Adopted Accounting Standards” to our unaudited condensed consolidated financial statements for a discussion of newly adopted accounting standards. As of September 30, 2021, there were no accounting standards not yet implemented.
Coronado Global Resources Inc. Form 10-Q September 30, 202142
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Our activities expose us to a variety of financial risks, such as commodity price risk, interest rate risk, foreign currency risk, liquidity risk and credit risk. The overall risk management objective is to minimize potential adverse effects on our financial performance from those risks which are not coal price related.
We manage financial risk through policies and procedures approved by our Board of Directors. These specify the responsibility of the Board of Directors and management with regard to the management of financial risk. Financial risks are managed centrally by our finance team under the direction of the Group Chief Financial Officer. The finance team manages risk exposures primarily through delegated authority limits approved by the Board of Directors. The finance team regularly monitors our exposure to these financial risks and reports to management and the Board of Directors on a regular basis. Policies are reviewed at least annually and amended where appropriate.
We may use derivative financial instruments such as forward fixed price commodity contracts, interest rate swaps and foreign exchange rate contracts to hedge certain risk exposures. Derivatives for speculative purposes is strictly prohibited by the Treasury Risk Management Policy approved by our Board of Directors. We use different methods to measure the extent to which we are exposed to various financial risks. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and aging analysis for credit risk.
Commodity Price Risk
Coal Price Risk
We are exposed to domestic and global coal prices. Our principal philosophy is that our investors would not consider hedging of coal prices to be in the long-term interest of our stockholders. Therefore, any potential hedging of coal prices through long-term fixed price contracts is subject to the approval of our Board of Directors and would only be adopted in exceptional circumstances.
Access to international markets may be subject to ongoing interruptions and trade barriers due to policies and tariffs of individual countries, and the actions of certain interest groups to restrict the import or export of certain commodities. For example, the current imposition of tariffs and import quota restrictions by China on U.S. and Australian coal imports, respectively, including the ongoing suspension of imports of Australian coal into China, may in the future have a negative impact on our profitability. We may or may not be able to access alternate markets for our coal should additional interruptions and trade barriers occur in the future. An inability for Met coal suppliers to access international markets, including China, would likely result in an oversupply of Met coal and may result in a decrease in prices and or the curtailment of production.
We manage our commodity price risk for our non-trading, thermal coal sales through the use of long-term coal supply agreements in our U.S. Operations. In Australia, thermal coal is sold to Stanwell on a supply contract. See Item 1A. “Risk Factors—Risks related to the Supply Deed with Stanwell may adversely affect our financial condition and results of operations” in our Annual Report on Form 10-K filed with the SEC and ASX on February 25, 2021.
Sales commitments in the Met coal market are typically not long-term in nature, and we are therefore subject to fluctuations in market pricing. Certain coal sales are provisionally priced initially. Provisionally priced sales are those for which price finalization, referenced to the relevant index, is outstanding at the reporting date. The final sales price is determined within 7 to 90 days after delivery to the customer. At September 30, 2021, there were $95.6 million of outstanding provisionally priced sales. If prices were to decrease 10%, provisionally priced sales would decrease by $9.6 million. See item 1A. “Risk Factors—Our profitability depends upon the prices we receive for our coal. Prices for coal are volatile and can fluctuate widely based upon a number of factors beyond our control” in our Annual Report on Form 10-K filed with the SEC and ASX on February 25, 2021.
Diesel Fuel
We may be exposed to price risk in relation to other commodities from time to time arising from raw materials used in our operations (such as gas or diesel). These commodities may be hedged through financial instruments if the exposure is considered material and where the exposure cannot be mitigated through fixed price supply agreements.
The fuel required for our operations in fiscal year 2021 will be purchased under fixed-price contracts or on a spot basis.
Interest Rate Risk
Interest rate risk is the risk that a change in interest rates on our borrowing facilities will have an adverse impact on financial performance, investment decisions and stockholder return. Our objectives in managing our exposure to interest rates include minimizing interest costs in the long term, providing a reliable estimate of interest costs for the annual work program and budget and ensuring that changes in interest rates will not have a material impact on our financial performance.
As of September 30, 2021, we had $378.1 million of fixed rate borrowings and Notes and no variable-rate borrowings outstanding.
We currently do not hedge against interest rate fluctuations.
Coronado Global Resources Inc. Form 10-Q September 30, 202143
Foreign Exchange Risk
A significant portion of our sales are denominated in US$. Foreign exchange risk is the risk that our earnings or cash flows are adversely impacted by movements in exchange rates of currencies that are not in US$.
Our main exposure is to the A$-US$ exchange rate through our Australian Operations, which have predominantly A$ denominated costs. Greater than 90% of expenses incurred at our Australian Operations are denominated in A$. Approximately 10% of our Australian Operations’ purchases are made with reference to US$, which provides a natural hedge against foreign exchange movements on these purchases (including fuel, some port handling charges, demurrage, purchased coal and some insurance premiums). Appreciation of the A$ against US$ will increase our Australian Operations’ US$ reported cost base and reduce US$ reported net income. For the portion of US$ required to purchase A$ to settle our Australian Operations’ operating costs, a 10% increase in the A$ to US$ exchange rate would increase reported total costs and expenses by approximately $22.4 million and $68.5 million for the three and nine months ended September 30, 2021, respectively.
Under normal market conditions, we generally do not consider it necessary to hedge our exposure to this foreign exchange risk. However, there may be specific commercial circumstances, such as the hedging of significant capital expenditure, acquisitions, disposals and other financial transactions, where we may deem foreign exchange hedging as appropriate and where a US$ contract cannot be negotiated directly with suppliers and other third parties.
For our Australian Operations, we translate all monetary assets and liabilities at the period-end exchange rate, all non-monetary assets and liabilities at historical rates and revenue and expenses at the average exchange rates in effect during the periods. The net effect of these translation adjustments is shown in the accompanying consolidated financial statements within components of net income.
We currently do not hedge our non-US$ exposures against exchange rate fluctuations.
Credit Risk
Credit risk is the risk of sustaining a financial loss as a result of a counterparty not meeting its obligations under a financial instrument or customer contract.
We are exposed to credit risk when we have financial derivatives, cash deposits, lines of credit, letters of credit or bank guarantees in place with financial institutions. To mitigate against credit risk from financial counterparties, we have minimum credit rating requirements with financial institutions where we transact.
We are also exposed to counterparty credit risk arising from our operating activities, primarily from trade receivables. Customers who wish to trade on credit terms are subject to credit verification procedures, including an assessment of their independent credit rating, financial position, past experience and industry reputation. We monitor the financial performance of counterparties on a routine basis to ensure credit thresholds are achieved. Where required, we will request additional credit support, such as letters of credit, to mitigate against credit risk. Credit risk is monitored regularly, and performance reports are provided to our management and Board of Directors.
Coronado Global Resources Inc. Form 10-Q September 30, 202144
item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Group Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based solely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and the Group Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and the Group Chief Financial Officer concluded that our disclosure controls and procedures were effective.
Changes to Internal Control over Financial Reporting
During the fiscal quarter covered by this Quarterly Report on Form 10-Q, there were no changes in the Company's internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Coronado Global Resources Inc. Form 10-Q September 30, 202145
PART II – OTHER INFORMATION
item 1. lEGAL PROCEEDINGS
We are subject to various legal and regulatory proceedings. For a description of our significant legal proceedings refer to Note 18. “Contingencies” to the unaudited condensed consolidated financial statements included in Part I, Item 1. “Financial Statements” of this Quarterly Report, which information is incorporated by reference herein.
ITEM 1A. RISK FACTORS
There were no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors”, of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC and ASX on February 25, 2021 and Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC and ASX on May 10, 2021.
item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
item 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Safety is the cornerstone of the Company’s values and is the number one priority for all employees at Coronado Global Resources.
Our U.S. Operations include multiple mining complexes across three states and are regulated by both the U.S. Mine Safety and Health Administration, or MSHA, and state regulatory agencies. Under regulations mandated by the Federal Mine Safety and Health Act of 1977, or the Mine Act, MSHA inspects our U.S. mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act.
In accordance with 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), each operator of a coal or other mine in the United States is required to report certain mine safety results in its periodic reports filed with the SEC under the Exchange Act.
Information pertaining to mine safety matters is included in Exhibit 95.1 attached to this Quarterly Report on Form 10-Q. The disclosures reflect the United States mining operations only, as these requirements do not apply to our mines operated outside the United States.
ITEM 5. OTHER INFORMATION
None.
Coronado Global Resources Inc. Form 10-Q September 30, 202146
ITEM 6. EXHIBITS
The following documents are filed as exhibits hereto:
Exhibit No. | Description of Document |
3.1 | |
3.2 | |
10.2 | |
15.1 | Acknowledgement of Independent Registered Public Accounting Firm |
31.1 | |
31.2 | |
32.1 | |
95.1 | |
101.INS | Inline XBRL Instance Document |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
___________________________
Coronado Global Resources Inc. Form 10-Q September 30, 202147
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.
| Coronado Global Resources Inc. | |
|
| |
| By: | /s/ Gerhard Ziems |
| Gerhard Ziems | |
| Group Chief Financial Officer (as duly authorized officer and as principal financial officer of the registrant) |
Date: November 8, 2021
Coronado Global Resources Inc. Form 10-Q September 30, 202148