UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment No. 1)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
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:
001-38061
Warrior Met Coal, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 81-0706839 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
16243 Highway 216 | ||||
Brookwood | Alabama | 35444 | ||
(Address of Principal Executive Offices) | (Zip Code) |
(205)
554-6150
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | HCC | New York Stock Exchange | ||
Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share | — | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, alarge accelerated filer,accelerated filer,smaller reporting companyandemerging growth companyin Rule
non-accelerated
filer, or a smaller reporting company or an emerging growth company. See the definitions of“
”
“
”
“
”
“
”
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒The aggregate market value of voting stock held by
non-affiliates
of the registrant, based on the closing price of the common stock on June 30, 2022, the registrant’s most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $1.9 billion.Number of shares of common stock outstanding as of February 13, 2023: 51,923,478
Auditor Firm Id: PCAOB ID: 0042 Auditor Name: Ernst & Young LLP Auditor Location: Birmingham, Alabama
Documents Incorporated By Reference
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form
10-K/A:
None.EXPLANATORY NOTE
This Amendment No. 1 on Form
10-K/A
(this “Amendment”) to the Annual Report on Form10-K
of Warrior Met Coal, Inc. (the “Company”) for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2023 (the “Original Filing”) is being filed solely to file (i) a revised Exhibit 96.1, Technical Report Summary for Mine No. 7 -S-K
1300 Report, (ii) a revised Exhibit 96.2, Technical Report Summary for Mine No. 4 -S-K
1300 Report, and (ii) a revised Exhibit 96.3, Technical Report Summary for Blue Creek -S-K
1300 Report. No other changes have been made to the Original Filing or any other exhibit. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date of the Original Filing or modify or update any disclosures that may be affected by subsequent events.Except as described above, this Amendment does not alter or update any other information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company’s filings made with the Commission subsequent to the filing of the Original Filing.
Pursuant to Rule
12b-15
under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certificationspursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Paragraphs 3, 4, and 5 of the certifications have been omitted since no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 and 308 of RegulationS-K.
This Amendment does not contain new certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as these certifications were included as exhibits to the Original Filing.Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
Our consolidated financial statements are included in the Original Filing beginning on page
F-1
thereof.(a) (2) Financial Statement Schedules
All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
(a) (3) Exhibits
95 | Mine Safety Disclosures Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 299.104) (incorporated by reference to Exhibit 95 to the Registrant’s Annual Report on Form 10-K (File No. 001-38061) filed with the commission on February 13, 2023). | |
96.1* | Technical Report Summary for Mine No. 7 - S-K 1300 Report. | |
96.2* | Technical Report Summary for Mine No. 4 - S-K 1300 Report. | |
96.3* | Technical Report Summary for Blue Creek - S-K 1300 Report. | |
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation LinkBase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition LinkBase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label LinkBase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation LinkBase Document | |
104* | Cover Page Interactive Data File (formatted Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith. |
† | Management contract, compensatory plan or arrangement. |
# | The schedules to this agreement have been omitted for this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Warrior Met Coal, Inc. | ||
By: | /s/ Dale W. Boyles | |
Dale W. Boyles | ||
Chief Financial Officer (on behalf of the registrant) | ||
Date: May 18, 2023 |