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Form 10-Q SunCoke Energy, Inc. For: Mar 31

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April 28, 2021 11:05 AM EDT

Exhibit 22.1

SunCoke Energy, Inc.
List of Issuers and Guarantor Subsidiaries

    If a series of registered debt securities issued by SunCoke Energy, Inc. is guaranteed, such series will be guaranteed by one or more of the subsidiaries listed below.
Exact Name of Registrant as Specified in its CharterState or Other Jurisdiction of Incorporation or OrganizationDesignation
SunCoke Energy, Inc.DelawareIssuer
Ceredo Liquid Terminal LLCDelawareGuarantor
CMT Liquids Terminal LLCDelawareGuarantor
Dismal River Terminal LLCDelawareGuarantor
Elk River Minerals CorporationDelawareGuarantor
FF Farm Holdings LLCDelawareGuarantor
Gateway Energy & Coke Company LLCDelawareGuarantor
Haverhill Coke Company LLCDelawareGuarantor
Indiana Harbor Coke CompanyDelawareGuarantor
Indiana Harbor Coke CorporationIndianaGuarantor
Jewell Coal & Coke Company, Inc.VirginiaGuarantor
Jewell Coke Acquisition CompanyVirginiaGuarantor
Jewell Coke Company, L.P.DelawareGuarantor
Jewell Resources CorporationVirginiaGuarantor
Kanawha River Terminals, LLCDelawareGuarantor
Marigold Dock, Inc.DelawareGuarantor
Middletown Coke Company, LLCDelawareGuarantor
Raven Energy, LLCDelawareGuarantor
Sun Coal & Coke LLCDelawareGuarantor
SunCoke Energy Partners Finance Corp.DelawareGuarantor
SunCoke Energy South Shore LLCDelawareGuarantor
Sun Coke International, Inc.DelawareGuarantor
SunCoke Lake Terminal LLCDelawareGuarantor
SunCoke Logistics LLCDelawareGuarantor
SunCoke Technology and Development LLCDelawareGuarantor



Exhibit 31.1
CERTIFICATION


I, Michael G. Rippey, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of SunCoke Energy, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Michael G.Rippey
                                          Michael G. Rippey
President and Chief Executive Officer
                                                  April 28, 2021


Exhibit 31.2
CERTIFICATION


I, Allison S. Lausas, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of SunCoke Energy, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Allison S. Lausas
Allison S. Lausas
Interim Senior Vice President and
Chief Financial Officer and Controller
April 28, 2021


Exhibit 32.1






CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
OF
SUNCOKE ENERGY, INC.
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Quarterly Report on Form 10-Q of SunCoke Energy, Inc. for the fiscal quarter ended March 31, 2021, I, Michael G. Rippey, President and Chief Executive Officer of SunCoke Energy, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.This Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 fairly presents, in all material respects, the financial condition and results of operations of SunCoke Energy, Inc. for the periods presented therein.


/s/ Michael G. Rippey
Michael G. Rippey
President and Chief Executive Officer
April 28, 2021




Exhibit 32.2






CERTIFICATION
OF
INTERIM CHIEF FINANCIAL OFFICER
OF
SUNCOKE ENERGY, INC.
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Quarterly Report on Form 10-Q of SunCoke Energy, Inc. for the fiscal quarter ended March 31, 2021, I, Allison S. Lausas, Interim Senior Vice President, Chief Financial Officer and Controller of SunCoke Energy, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.This Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 fairly presents, in all material respects, the financial condition and results of operations of SunCoke Energy, Inc. for the periods presented therein.


/s/ Allison S. Lausas
Allison S. Lausas
Interim Senior Vice President and
Chief Financial Officer and Controller
April 28, 2021




Exhibit 95.1
SunCoke Energy, Inc.
Mine Safety Disclosures for the Quarter Ended March 31, 2021

We are committed to maintaining a safe work environment and working to ensure environmental compliance across all of our operations. The health and safety of our employees and limiting the impact to communities in which we operate are critical to our long-term success. We employ practices and conduct training to help ensure that our employees work safely. Furthermore, we utilize processes for managing, monitoring and improving safety and environmental performance.

We have consistently operated within the top quartiles for the U.S. Occupational Safety and Health Administration’s recordable injury rates as measured and reported by the American Coke and Coal Chemicals Institute. We also have worked to maintain low injury rates reportable to the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”) and won the Sentinels of Safety award for 2008 from MSHA for having the mine with the most employee hours worked without experiencing a lost-time injury in that mine’s category.

The following table presents the information concerning mine safety violations and other regulatory matters that we are required to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Whenever MSHA believes that a violation of the Federal Mine Safety and Health Act of 1977 (the “Mine Act”), any health or safety standard, or any regulation has occurred, it may issue a citation which describes the violation and fixes a time within which the operator must abate the violation. In these situations, MSHA typically proposes a civil penalty, or fine, that the operator is ordered to pay. In evaluating the following table regarding mine safety, investors should take into account factors such as: (1) the number of citations and orders will vary depending on the size of a coal mine, (2) the number of citations issued will vary from inspector to inspector, mine to mine and MSHA district to district and (3) citations and orders can be contested and appealed, and during that process are often reduced in severity and amount, and are sometimes dismissed.

The mine data retrieval system maintained by MSHA may show information that is different than what is provided in the table below. Any such difference may be attributed to the need to update that information on MSHA’s system or other factors. Orders and citations issued to independent contractors who work at our mine sites are not reported in the table below. All section references in the table below refer to provisions of the Mine Act.
Operating Name/MSHA Identification Number
Section 104 S&S Citations (#)(2)
Section 104(b) Orders (#)(3)
Section 104(d) Citations and Orders (#)(4)
Section 110(b)(2) Violations (#)(5)
Section 107(a) Orders (#)(6)
Total Dollar Value of MSHA Assessments Proposed ($)(7)
Total Number of Mining Related Fatalities (#)
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)(8)
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)(9)
Legal Actions Pending as of Last Day of Period (#)(10)(11)
Legal Actions Initiated During Period (#)(12)
Legal Actions Resolved During Period (#)(13)
Ceredo Dock / 46-090512————375—
no
no
———
Quincy Dock / 46-077361————125—
no
no
———
Dismal River Terminal / B3121———————nono———
Jewell Coal Corp / 44-00649—————125—nono———
Total300006250nono000

(1)    The table does not include the following: (i) facilities which have been idle or closed unless they received a citation or order issued by MSHA, (ii) permitted mining sites where we have not begun operations or (iii) mines that are operated on our behalf by contractors who hold the MSHA numbers and have the MSHA liabilities.
(2)    Alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
(3)    Alleged failures to totally abate a citation within the period of time specified in the citation.
(4)    Alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mining safety standard or regulation.
(5)    Alleged flagrant violations issued.


(6)    Alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
(7)    Amounts shown include assessments proposed during the quarter ended March 31, 2021 and do not necessarily relate to the citations or orders reflected in this table. Assessments for citations or orders reflected in this table may be proposed by MSHA after March 31, 2021.
(8)    Alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
(9)    Alleged potential to have a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards.
(10)    This number reflects legal proceedings which remain pending before the Federal Mine Safety and Health Review Commission (the “FMSHRC”) as of March 31, 2021. The pending legal actions may relate to the citations or orders issued by MSHA during the reporting period or to citations or orders issued in prior periods. The FMSHRC has jurisdiction to hear not only challenges to citations, orders, and penalties but also certain complaints by miners. The number of “pending legal actions” reported here reflects the number of contested citations, orders, penalties or complaints, which remain pending as of March 31, 2021.
(11)    The legal proceedings reflected in this column of the table are categorized as follows in accordance with the categories established in the Procedural Rules of the FMSHRC:
Mine or Operating Name/MSHA Identification NumberContests of Citations and Orders (#)Contests of Proposed Penalties (#)Complaints for Compensation (#)Complaints for Discharge, Discrimination or Interference Under Section 105 (#)Applications for Temporary Relief (#)Appeals of Judges’ Decisions or Orders (#)
Ceredo Dock / 46-09051000000
Quincy Dock / 46-07736000000
Dismal River Terminal / B3121000000
Jewell Coal Corp / 44-00649000000
Total000000
(12)    This number reflects legal proceedings initiated before the FMSHRC during the quarter ended March 31, 2021. The number of “initiated legal actions” reported here may not have remained pending as of March 31, 2021.
(13)    This number reflects legal proceedings before the FMSHRC that were resolved during the quarter ended March 31, 2021.


Exhibit 99.1
SunCoke Energy Partners Finance Corp.
Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended March 31,
 
20212020
 
(Dollars and shares/units in millions, except per share/unit amounts)
Revenues
Sales and other operating revenue
$212.1 $223.5 
Costs and operating expenses
Cost of products sold and operating expenses
153.2 172.5 
Selling, general and administrative expenses
7.3 6.6 
Depreciation and amortization expense
20.4 22.8 
Total costs and operating expenses
180.9 201.9 
Operating income31.2 21.6 
Interest expense, net
11.6 12.9 
Gain on extinguishment of debt
— (2.9)
Income before income tax expense19.6 11.6 
Income tax expense(1)
4.7 128.9 
Net income (loss)$14.9 $(117.3)
Net income (loss) per common share/unit (basic and diluted)$0.32 $(2.54)
Weighted average common shares/units outstanding (basic and diluted)
46.2 46.2 
(1)As of January 1, 2020, SunCoke Energy Partners, L.P. merged with and into SunCoke Energy Partners Finance Corp., both of which are wholly-owned subsidiaries of SunCoke Energy, Inc. As a result, non-cash deferred tax expense was recorded during the three months ended March 31, 2020 to reflect the deferred tax liabilities of SunCoke Energy Partners Finance Corp. and its subsidiaries.




SunCoke Energy Partners Finance Corp.
Consolidated Balance Sheets
(Unaudited)
 
March 31, 2021December 31, 2020
(Dollars in millions, except par value amounts)
Assets
Cash
$16.0 $25.5 
Receivables, net
29.6 27.5 
Receivables from affiliate, net65.6 11.9 
Inventories
96.3 84.7 
Other current assets
0.2 9.4 
Total current assets
207.7 159.0 
Properties, plants and equipment (net of accumulated depreciation of $664.3 million and $643.8 million at March, 2021 and December 31, 2020, respectively)1,083.1 1,099.9 
Intangible assets, net31.7 32.2 
Deferred charges and other assets
4.7 5.2 
Total assets
$1,327.2 $1,296.3 
Liabilities and Equity
Accounts payable
$54.5 $51.9 
Accrued liabilities
17.5 16.7 
Current portion of financing obligation
1.1 1.1 
Interest payable
13.0 2.0 
Total current liabilities
86.1 71.7 
Long-term debt and financing obligation
580.2 579.9 
Deferred income taxes
148.4 146.9 
Other deferred credits and liabilities
11.0 11.2 
Total liabilities
825.7 809.7 
Equity
Common stock, $0.01 par value (issued 46,227,148 shares at both March 31, 2021 and December 31, 2020)
0.5 0.5 
Additional paid-in capital

583.2 583.2 
Retained deficit

(82.2)(97.1)
Total equity501.5 486.6 
Total liabilities and equity
$1,327.2 $1,296.3 




SunCoke Energy Partners Finance Corp.
Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months Ended March 31,
 
20212020
 
(Dollars in millions)
Cash Flows from Operating Activities:
Net income (loss)$14.9 $(117.3)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization expense
20.4 22.8 
Deferred income tax expense1.5 130.1 
Gain on extinguishment of debt
— (2.9)
Changes in working capital pertaining to operating activities:
Receivables, net
(2.1)4.6 
Receivables/payables from affiliate, net
(46.7)1.3 
Inventories
(11.0)2.7 
Accounts payable
7.0 (13.4)
Accrued liabilities
0.8 0.8 
Interest payable
11.0 11.9 
Other
3.2 (0.1)
Net cash (used in) provided by operating activities(1.0)40.5 
Cash Flows from Investing Activities:
Capital expenditures
(8.2)(13.8)
Net cash used in investing activities
(8.2)(13.8)
Cash Flows from Financing Activities:
Repayment of financing obligation(0.3)(0.7)
Repayment of long-term debt
— (8.9)
Proceeds from revolving credit facility
— — 
Net cash used in financing activities
(0.3)(9.6)
Net (decrease) increase in cash and cash equivalents(9.5)17.1 
Cash and cash equivalents at beginning of period
25.5 29.3 
Cash and cash equivalents at end of period
$16.0 $46.4 
Supplemental Disclosure of Cash Flow Information
Interest paid$0.1 $0.3 


SunCoke Energy Partners Finance Corp.
Reconciliation of Non-GAAP Information
Adjusted EBITDA to Net Income (Loss)
Three Months Ended March 31,
20212020
(Dollars in millions)
Net income (loss)$14.9 $(117.3)
Add:
Depreciation and amortization expense20.4 22.8 
Interest expense, net11.6 12.9 
Income tax expense4.7 128.9 
Gain on extinguishment of debt— (2.9)
Adjusted EBITDA$51.6 $44.4 


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