SunCoke Energy, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0001514705-25-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001514705-25-000036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 92 current paragraphs.
48 unchanged; 31 reworded; 13 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Third Quarter Key Financial Results
Current report
•Algoma Coke Supply Contract. At the end of the third quarter of 2025, we were notified of Algoma Steel Inc's refusal to accept any additional coke tons. We are actively pursuing all avenues to enforce the contract and recover any financial losses.
Current report
Interest Expense, Net. Interest expense, net, during the three and nine months ended September 30, 2025 increased as a result of interest incurred on Revolving Facility borrowings related to the acquisition of Phoenix Global.
Current report
Income Tax (Benefit) Expense. Income tax expense during the three and nine months ended September 30, 2025 benefited from an analysis conducted as part of tax planning on the Company's capital investments under Section 48 of the Internal Revenue Code, which resulted in a net tax benefit of $20.7 million. This benefit was partially offset by nondeductible transaction costs in connection with the acquisition of Phoenix Global. See Note 6 to our consolidated financial statements for further detail.
Current report
Following the acquisition of Phoenix Global and as discussed in Note 14 – Business Segment Information, we updated our reportable segments and have recasted all segment information for all prior periods presented herein to reflect this change.
Current report
Industrial Services
Current report
(1)Restructuring costs include severance and other related charges primarily associated with the acquisition of Phoenix Global.
Current report
Net cash provided by operating activities decreased by $55.4 million to $52.5 million for the nine months ended September 30, 2025 as compared to $107.9 million in the corresponding prior year period. The decrease primarily reflects payments to settle liabilities assumed as part of the acquisition of Phoenix Global, an increase in income tax receivables related to capital investment tax credits and unfavorable operating results for the current year period as compared to the same prior year period.
Current report
An update to our summary of our significant accounting policies included in our fiscal 2024 Annual Report on Form 10-K is included in Note 2 to our consolidated financial statements. Our management believes that the application of these policies on a consistent basis enables us to provide the users of our financial statements with useful and reliable information about our operating results and financial condition. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of assets and liabilities. The Company's valuation of tangible and intangible assets as part of business combinations is subject to such estimates and assumptions. Our management bases its estimates on various assumptions that are believed to be reasonable under the circumstances. Our management believes the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and footnotes provide a meaningful and fair perspective of our financial condition.
Current report
Business Combinations
Current report
We account for acquisitions using the acquisition method, under which, upon obtaining control, we recognize each identifiable asset acquired and liability assumed at its acquisition date fair value. The determination of those fair values requires significant judgment and the use of valuation techniques when observable market inputs are unavailable. We engage third-party valuation specialists to review these critical assumptions and prepare detailed fair value analyses for material acquisitions.
Current report
We value intangible assets using models such as the income approach, including the relief-from-royalty method and multi-period excess earnings method as well as other cost-based techniques. Key unobservable inputs include forecasted revenue growth rates, discount rates, royalty rates and estimated useful lives. We value acquired property, plant and equipment using a combination of the cost and market approaches. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. Some of the more significant estimates and assumptions inherent in these approaches are the values of asset replacement costs, comparable assets and estimated remaining economic lives of the assets.
Current report
Any excess of the purchase price over the fair values of identifiable net assets is recorded as goodwill. During the measurement period, up to one year from the acquisition date, significant provisional amounts are adjusted with a corresponding offset to goodwill.
Removed paragraphs (9)
Previous report
Second Quarter Key Financial Results
Previous report
Interest Expense, Net. Interest expense, net, during the three and six months ended June 30, 2025 primarily benefited from higher interest income of $0.2 million and $0.9 million, respectively, as compared to the same prior year periods.
Previous report
Income Tax Expense. Income tax expense during the three and six months ended June 30, 2024 benefited from the release of valuation allowances established on deferred tax assets related to state net operating loss carryforwards, partially offset by the revaluation of certain deferred tax liabilities due to changes in apportioned state tax rates, with no similar events occurring in the current year period. See Note 4 to our consolidated financial statements for further detail.
Previous report
•Brazil Coke consists of operations in Vitória, Brazil, where we operate the ArcelorMittal Brazil cokemaking facility.
Previous report
Logistics
Previous report
Brazil
Previous report
During the three and six months ended June 30, 2025, sales and other operating revenue were $8.6 million and $16.4 million, respectively, which was reasonably consistent with $9.1 million and $17.4 million, respectively, in the corresponding prior year periods. Adjusted EBITDA during the three and six months ended June 30, 2024 were $2.6 million and $4.9 million, respectively, which was reasonably consistent with $2.5 million and $4.9 million, respectively, in the corresponding prior year periods.
Previous report
Net cash provided by operating activities increased by $42.6 million to $43.3 million for the six months ended June 30, 2025 as compared to $0.7 million in the corresponding prior year period. The increase primarily reflects a favorable year-over-year change in primary working capital, which is comprised of accounts receivable, inventories, and accounts payable, driven by the timing of customer payments in the prior year.
Previous report
There have been no significant changes to our accounting policies during the three months ended June 30, 2025.
Reworded paragraphs (31)
Previous wording
We also own and operate a logistics business that provides export and domestic material handling and/or mixing services to steel, coke (including some of our domestic cokemaking facilities), electric utility, coal producing and other manufacturing based customers. Our logistics terminals, which are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports, have the collective capacity to mix and/or transload more than 40 million tons of coal and other products annually and has storage capacity of approximately 3 million tons.
Current wording
We also own and operate an industrial services business that provides export and domestic material handling and/or mixing services to coke, coal, steel, power and other bulk customers, as well as mission-critical mill services to leading steel producers globally. Our logistics terminals have the collective capacity to mix and transload more than 40 million tons of coal and other products annually and have storage capacity of approximately 3 million tons. These terminals are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. Industrial services also include the removal, handling, and processing of molten slag at customer sites, as well as preparation and transportation of metal scraps, raw materials, and finished products.
Previous wording
Our Convent Marine Terminal (“CMT”) serves certain customers impacted by seaborne export market dynamics. Volumes through CMT are impacted by fluctuations in global energy needs and benchmark pricing for coal exports out of the U.S. Gulf Coast, which can be impacted by weather conditions, natural gas prices, geopolitical issues, U.S. thermal coal supply and global thermal coal demand. Our Kanawha River Terminal (“KRT”) serves two primary domestic markets, metallurgical coal trade and thermal coal trade. Metallurgical markets are primarily impacted by steel prices and blast furnace operating levels whereas thermal markets are impacted by natural gas prices and electricity demand.
Current wording
Our Industrial Services business includes materials handling at our logistics terminals and our on-site scrap and slag handling and processing operating sites for steel manufacturing customers. Our Convent Marine Terminal (“CMT”) serves certain customers impacted by seaborne export market dynamics. Volumes through CMT are impacted by fluctuations in global energy needs and benchmark pricing for coal exports out of the U.S. Gulf Coast, which can be impacted by weather conditions, natural gas prices, geopolitical issues, U.S. thermal coal supply and global thermal coal demand. Our Kanawha River Terminal (“KRT”) serves two primary domestic markets, metallurgical coal trade and thermal coal trade. Metallurgical markets are primarily impacted by steel prices and blast furnace operating levels whereas thermal markets are impacted by natural gas prices and electricity demand. Additionally, our Industrial Services operations serves customers with scrap and slag handling services at approximately fifteen operating sites across the United States, Brazil, Slovakia and Spain. Our customer base includes large steel producers in the regions where we operate, serving a mix of integrated and mini-mill operations. In recent years, a significant portion of the service contracts were extended including periodic adjustments based on the changes in macroeconomic indicators, which mitigates certain financial risks, such as inflationary impacts.
Previous wording
Operating results for the first half of 2025 primarily reflect lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, lower volumes due to unfavorable coal-to-coke yields, the impact of the Granite City contract extension economics and lower volumes in our Logistics segment. Operating cash flows during the current period primarily reflect a favorable year-over-year change in primary working capital, primarily due to timing of customer payments in the prior year. See detailed analysis of the quarter's results throughout this MD&A.
Current wording
Operating results for the three and nine months ended September 30, 2025 reflect lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, lower volumes due to unfavorable coal-to-coke yields, the impact of the Granite City contract extension economics and lower volumes in our logistics business due to market conditions. Operating results for the three and nine months ended September 30, 2025 include two months of operating results associated with acquisition of Flame Aggregator, LLC (“Phoenix Global”). Operating cash flows during the current period primarily reflect payments to settle liabilities assumed as part of the acquisition of Phoenix Global, an increase in income tax receivables related to capital investment tax credits and the unfavorable operating results discussed above. See detailed analysis of the quarter's results throughout this MD&A.
Previous wording
•Acquisition of Phoenix Global. On May 28, 2025, we entered into a definitive Merger Agreement (the “Merger Agreement”) pursuant to which we will acquire all of the common units of Flame Aggregator, LLC, which, together with its subsidiaries, operates as Phoenix Global, a privately held provider of mission-critical mill services to major steel producing companies (the “Phoenix Global acquisition”). Under the terms of the Merger Agreement, we will acquire Flame Aggregator for a base purchase price of $325 million in cash, subject to customary adjustments for net working capital, cash and cash equivalents, indebtedness and unpaid transaction expenses. The Phoenix Global acquisition is expected to be completed during the third quarter of 2025.
Current wording
•Acquisition of Phoenix Global. On August 1, 2025, we completed the acquisition of Phoenix Global, a privately held provider of mission-critical mill services to major steel producing companies. We acquired Phoenix Global for preliminary purchase consideration of $295.8 million. See Note 3 to our consolidated financial statements for further detail.
Previous wording
•One Big Beautiful Bill Act. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We expect these legislative changes could have a favorable impact on our future cash taxes but continue to evaluate the impact of the OBBBA on the consolidated financial statements. The estimated impact of the OBBBA to the Company is a decrease in our cash taxes in 2025.
Current wording
•One Big Beautiful Bill Act. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Following the enactment of the OBBBA, the Company recognized the tax effects of the legislation in the interim period that included the enactment date, as required under ASC 740, Income Taxes. The Company has evaluated the impact of the OBBBA on cash taxes, deferred tax assets and liabilities and has reflected these effects in the consolidated financial statements for the third quarter of 2025.
Previous wording
•Revolving Facility Extension. In July 2025, we amended and extended the maturity of our revolving credit facility (“Revolving Facility”) to July 2030 under substantially similar terms. The amendment also reduced the Revolving Facility capacity by $25.0 million to $325.0 million.
Current wording
•Revolving Facility Extension. On July 25, 2025, we amended and extended the maturity of our revolving credit facility (“Revolving Facility”) to July 2030 under substantially similar terms. The amendment also reduced the Revolving Facility capacity by $25.0 million to $325.0 million.
Previous wording
•Granite City Contract Extension. In April 2025, the Granite City long-term, take-or-pay agreement with United States Steel Corporation (“U.S. Steel”) was extended through September 30, 2025, with an option for U.S. Steel to extend for an additional three months through December 31, 2025. The provisions and economics of this extension remain unchanged from those included in the extension executed in 2024.
Current wording
•Granite City Contract Extension. In April 2025, the Granite City long-term, take-or-pay agreement with United States Steel Corporation (“U.S. Steel”) was extended through September 30, 2025, with an option for U.S. Steel to extend for an additional three months through December 31, 2025. In September 2025, U.S. Steel exercised the option to extend the contract through December 31, 2025. The provisions and economics of this extension remain unchanged from those included in the previous extensions executed in 2024 and 2025. See “Item 1A. Risk Factors” below for additional detail.
Previous wording
The following table sets forth amounts from the Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024, respectively:
Current wording
The following table sets forth amounts from the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024, respectively:
Previous wording
Sales and Other Operating Revenue and Costs of Products Sold and Operating Expenses. Sales and other operating revenue and costs of products sold and operating expenses decreased for the three and six months ended June 30, 2025 compared to the same prior year periods, primarily driven by lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, the impact of the Granite City contract extension economics and the impact of the pass-through of lower coal prices on our long-term, take-or-pay agreements. Additionally, sales and other operating revenue for the three and six months ended June 30, 2025 were negatively impacted by lower volumes due to unfavorable coal-to-coke yields.
Current wording
Sales and Other Operating Revenue and Costs of Products Sold and Operating Expenses. Sales and other operating revenue and costs of products sold and operating expenses decreased for the three and nine months ended September 30, 2025 compared to the same prior year periods, driven by lower pricing in our Domestic Coke segment mainly driven by the mix of contracted and non-contracted blast coke sales in the current year period, the impact of the Granite City contract extension economics and the impact of the pass-through of lower coal prices on our long-term, take-or-pay agreements. Additionally, sales and other operating revenue for the three and nine months ended September 30, 2025 were negatively impacted by lower volumes due to unfavorable coal-to-coke yields. The decreases in sales and other operating revenue discussed above were offset by the inclusion of Phoenix Global results for the three and nine months ended September 30, 2025. The decreases in costs of products sold and operating expenses discussed above were more than offset and partially offset for the three and nine months ended September 30, 2025, respectively, by the inclusion of Phoenix Global results.
Previous wording
Selling, General and Administrative Expenses. Selling, general and administrative expenses during the three and six months ended June 30, 2025 reflect costs incurred related to the Phoenix Global acquisition. These increased costs were partially offset and more than offset, respectively, during the three and six months ended June 30, 2025 by lower employee related expenses and lower expenses related to our legacy coal mining business.
Current wording
Selling, General and Administrative Expenses. Selling, general and administrative expenses during the three and nine months ended September 30, 2025 reflect transaction costs incurred related to the acquisition of Phoenix Global as well as the absence of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business in 2024. Additionally, selling, general and administrative expenses for the three and nine months ended September 30, 2025 further increased due to the inclusion of Phoenix Global's costs in the current year periods. These increased costs were partially offset during the three and nine months ended September 30, 2025 by lower employee related expenses and lower legal expenses.
Previous wording
Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended June 30, 2025 was reasonably consistent with the same prior year period. Depreciation and amortization expense for the six months ended June 30, 2025 decreased as a result of the expiration of the useful lives of assets in our Domestic Coke segment placed into service in prior periods.
Current wording
Depreciation and Amortization Expense. The increase to depreciation and amortization expense for the three and nine months ended September 30, 2025 reflects the inclusion of Phoenix Global's expense in the current year periods. This increase was partially offset for the nine months ended September 30, 2025 by the expiration of the useful lives of assets in our Domestic Coke segment placed into service in prior periods.
Previous wording
We report our business results through three reportable segments:
Current wording
We report our business results through two reportable segments:
Previous wording
•Domestic Coke consists of our Jewell facility, located in Vansant, Virginia, our Indiana Harbor facility, located in East Chicago, Indiana, our Haverhill facility, located in Franklin Furnace, Ohio, our Granite City facility located in Granite City, Illinois, and our Middletown facility located in Middletown, Ohio.
Current wording
•Domestic Coke consists of our Jewell facility, located in Virginia, our Indiana Harbor facility, located in Indiana, our Granite City facility located in Illinois, and our Middletown and Haverhill facilities located in Ohio.
Previous wording
•Logistics consists of CMT, located in Convent, Louisiana, KRT, located in Ceredo and Belle, West Virginia, and Lake Terminal, located in East Chicago, Indiana. Lake Terminal is located adjacent to our Indiana Harbor cokemaking facility.
Current wording
•Industrial Services consists of logistics terminals including, CMT, located in Louisiana, KRT, located in West Virginia, and Lake Terminal, located in Indiana. Lake Terminal is located adjacent to our Indiana Harbor cokemaking facility. Additionally, Industrial Services includes fifteen molten slag removal, handling and processing operating sites across the United States, Brazil, Slovakia and Spain.
Previous wording
Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and Other, including activity from our legacy coal mining business, which is not considered a reportable segment and therefore, not included in our segment information in Note 12. However, we have included Corporate and Other within our operating data below.
Current wording
Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder is included in Corporate and Other, including licensing and operating fees payable to us under long-term contracts with ArcelorMittal Brazil as well as the expenses related to those operations and activity from our legacy coal mining business, which is not considered a reportable segment and therefore, not included in our segment information in Note 14. However, we have included Corporate and Other within our operating data below.
Previous wording
(1)Corporate and Other, net is not a reportable segment.
Current wording
(1)Corporate and Other, net is not a reportable segment and includes the results of Brazil cokemaking operations.
Previous wording
(1)Volumes during the three and six months ended June 30, 2025 were negatively impacted by lower coal-to-coke yields as well as the impact of the Granite City contract extension.
Current wording
(1)Volumes during the three and nine months ended September 30, 2025 were negatively impacted by lower coal-to-coke yields as well as the impact of the Granite City contract extension.
Previous wording
(2)The pass-through of lower coal prices decreased sales and other operating revenue during the three and six months ended June 30, 2025. Sales and other operating revenue and Adjusted EBITDA decreased for the three and six months ended June 30, 2025 as a result of lower pricing on our non-contracted blast coke sales and the impact of lower economics on the Granite City contract extension. Additionally, Adjusted EBITDA was negatively impacted by lower coal-to-coke yields on our long-term, take-or-pay agreements.
Current wording
(2)The pass-through of lower coal prices decreased sales and other operating revenue during the three and nine months ended September 30, 2025. Sales and other operating revenue and Adjusted EBITDA decreased for the three and nine months ended September 30, 2025 as a result of lower pricing on our non-contracted blast coke sales and the impact of lower economics on the Granite City contract extension. Additionally, Adjusted EBITDA was negatively impacted by lower coal-to-coke yields on our long-term, take-or-pay agreements.
Previous wording
(3)Operating and maintenance costs during the three and six months ended June 30, 2025 benefited from lower planned maintenance outage costs in the current year as well as the timing of other maintenance costs.
Current wording
(3)Operating and maintenance costs during the three and nine months ended September 30, 2025 benefited from lower planned maintenance outage costs in the current year as well as the timing of other maintenance costs.
Previous wording
(4)Energy and other during the three and six months ended June 30, 2025 increased due to favorable energy pricing and volumes.
Current wording
(4)Energy and other during the three and nine months ended September 30, 2025 increased due to favorable energy pricing and volumes.
Previous wording
During the three and six months ended June 30, 2025, sales and other operating revenues, exclusive of intersegment sales, were $15.1 million and $37.5 million, respectively, compared to $20.2 million, and $40.8 million, respectively, in the corresponding prior year periods. Adjusted EBITDA, inclusive of the impact of intersegment transactions, during the three and six months ended June 30, 2025 were $7.7 million and $21.4 million, respectively, compared to $12.2 million and $25.2 million, respectively, in the corresponding prior year periods. Logistics results during the three and six months ended June 30, 2025, as compared to the same prior year periods reflect lower transloading volumes and lower transloading pricing at CMT driven by the absence of an index price adjustment benefit.
Current wording
During the three and nine months ended September 30, 2025, sales and other operating revenues, exclusive of intersegment sales, were $64.1 million and $101.6 million, respectively, compared to $21.4 million and $62.2 million, respectively, in the corresponding prior year periods. Adjusted EBITDA, inclusive of the impact of intersegment transactions, during the three and nine months ended September 30, 2025 were $18.2 million and $39.6 million, respectively, compared to $13.7 million and $38.9 million, respectively, in the corresponding prior year periods. Industrial services results during the three and nine months ended September 30, 2025, as compared to the same prior year periods include the results of two months of Phoenix Global. The three and nine months ended September 30, 2025, as compared to the same prior year periods were negatively impacted by lower transloading volumes due to market conditions and lower transloading pricing at CMT driven by the absence of an index price adjustment benefit.
Previous wording
Corporate and Other Adjusted EBITDA represented a loss of $7.2 million and $13.3 million, respectively, for the three and six months ended June 30, 2025, compared to $9.1 million and $18.0 million, respectively, in the corresponding prior year periods. The three and six months ended June 30, 2025 benefited from lower employee related expenses and lower expenses related to our legacy coal mining business.
Current wording
Corporate and Other Adjusted EBITDA represented a loss of $3.1 million and $11.5 million, respectively, for the three and nine months ended September 30, 2025, compared to income of $3.5 million and a loss of $9.6 million, respectively, in the corresponding prior year periods. The three and nine months ended September 30, 2025 reflect transaction costs incurred related to the acquisition of Phoenix Global as well as the absence of a $9.5 million gain, which was the result of the extinguishment of certain liabilities related to our legacy coal mining business in the prior year. These increases in costs were partially offset during the three and nine months ended September 30, 2025 by lower employee related expenses and lower legal expenses.
Previous wording
The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, restructuring costs, gains or losses on extinguishment of debt, and/or transaction costs (“Adjusted EBITDA”). EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses.
Current wording
The Company evaluates the performance of its segments based on segment Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, restructuring costs, gains or losses on extinguishment of debt, gains or losses on derivative instruments, site closure costs and/or transaction costs (“Adjusted EBITDA”). EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating income under GAAP and may not be comparable to other similarly titled measures in other businesses.
Previous wording
(1)Reflects costs incurred related to the Phoenix Global acquisition and the granulated pig iron project with U.S. Steel.
Current wording
(2)Reflects costs incurred related to the acquisition of Phoenix Global and the granulated pig iron project with U.S. Steel.
Previous wording
Our primary liquidity needs are to fund working capital and investments, service our debt, maintain cash reserves and replace partially or fully depreciated assets and other capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our Revolving Facility and, from time to time, debt and equity offerings. We believe our current resources are sufficient to meet our working capital requirements for our current business for at least the next 12 months and thereafter for the foreseeable future. We will fund the $325 million acquisition of Phoenix Global with existing cash and availability under our Revolving Facility. As of June 30, 2025, we had $186.2 million of cash and cash equivalents and $350.0 million of borrowing availability under our Revolving Facility.
Current wording
Our primary liquidity needs are to fund working capital and investments, service our debt, maintain cash reserves and replace partially or fully depreciated assets and other capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our Revolving Facility and, from time to time, debt and equity offerings. We believe our current resources are sufficient to meet our working capital requirements for our current business for at least the next 12 months and thereafter for the foreseeable future. We funded the acquisition of Phoenix Global with existing cash and borrowing availability under our Revolving Facility. As of September 30, 2025, we had $80.4 million of cash and cash equivalents and $126.0 million of borrowing availability under our Revolving Facility.
Previous wording
The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:
Previous wording
Net cash used in investing activities decreased by $16.2 million to $17.2 million for the six months ended June 30, 2025 as compared to $33.4 million in the corresponding prior year period. The decrease was primarily driven by capital spending in connection with certain upgrades to improve the long-term reliability and operational performance of our assets in the prior year period. Additionally, the timing of payments related to ongoing capital expenditures further contributed to the decrease in the current year as compared to the same prior year period. Refer to “Capital Requirements and Expenditures” below for further detail.
Current wording
Net cash used in investing activities increased by $267.4 million to $315.0 million for the nine months ended September 30, 2025 as compared to $47.6 million in the corresponding prior year period. The increase was primarily driven by cash paid for the acquisition of Phoenix Global of $271.5 million, which consisted of the purchase consideration net of cash and cash equivalents assumed in the acquisition. See Note 3 to our consolidated financial statements for further detail. This increase was partially offset by higher capital spending in connection with certain upgrades to improve the long-term reliability and operational performance of our assets in the prior year period. Additionally, the timing of payments related to ongoing capital expenditures further contributed to the decrease in capital spending in the current year as compared to the same prior year period. Refer to “Capital Requirements and Expenditures” below for further detail.
Previous wording
Net cash used in financing activities increased by $4.0 million to $29.5 million for the six months ended June 30, 2025 as compared to $25.5 million in the corresponding prior year period. The increase in net cash used in financing activities was primarily driven by an increase to dividends paid of $3.7 million as compared to the prior year period, primarily as a result of an increase in the dividend per share amount, and higher cash distributions made to noncontrolling interests of $0.8 million.
Current wording
Net cash provided by financing activities increased by $188.6 million to $152.9 million for the nine months ended September 30, 2025 as compared to net cash used in financing activities of $35.7 million in the corresponding prior year period. The increase in net cash provided by financing activities was primarily driven by higher net borrowings of $199.0 million on the Revolving Facility, related to funding the acquisition of Phoenix Global. This increase was partially offset by an increase in repayments of finance lease liabilities, consisting of $2.0 million on additional finance leases acquired in the acquisition as well as $1.8 million related to finance lease buyouts in the current year period. Additionally, the increase in the current year period was further offset by an increase to dividends paid of $3.7 million as compared to the prior year period, primarily as a result of an increase in the dividend per share amount, debt issuance costs of $2.0 million related to the amendment and extension of the Revolving Facility and higher cash distributions made to noncontrolling interests of $1.5 million.
Previous wording
•Ongoing capital expenditures required to maintain equipment reliability, the integrity and safety of our coke ovens, steam generators and assets at our logistics terminals and to comply with environmental regulations. Ongoing capital expenditures are made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of the assets and/or to extend their useful lives and also include new equipment that improves the efficiency, reliability or effectiveness of existing assets. Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred;
Current wording
•Ongoing capital expenditures required to maintain equipment reliability, the integrity and safety of our coke ovens, steam generators and assets at our logistics terminals and operating sites and to comply with environmental regulations. Ongoing capital expenditures are made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of the assets and/or to extend their useful lives and also include new equipment that improves the efficiency, reliability or effectiveness of existing assets. Ongoing capital expenditures do not include normal repairs and maintenance expenses, which are expensed as incurred;
Previous wording
•Expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to grow our business through new markets or enable the renewal of a coke sales agreement and/or logistics service agreement and on which we expect to earn a reasonable return; and
Current wording
•Expansion capital expenditures to acquire and/or construct complementary assets to grow our business and to expand existing facilities as well as capital expenditures made to grow our business through new markets or enable the renewal of a coke sales agreement and/or industrial services agreement and on which we expect to earn a reasonable return; and
Previous wording
There have been no new accounting standards material to the Company that have been adopted during the six months ended June 30, 2025.
Current wording
There have been no new accounting standards material to the Company that have been adopted during the nine months ended September 30, 2025.