v3.25.4
Capital Structure
 12 Months Ended
Dec. 31, 2025
Capital Structure [Abstract]  
Capital Structure
5.
Capital Structure
(a)
Stockholders’ Equity
Authorized Capital Stock
The Company’s Certificate
of Incorporation,
as amended, authorizes
the Company to
issue
1,100,000,000
shares
of $
0.01
par value capital
stock, consisting
of
1,000,000,000
shares of common
stock and
100,000,000
shares
of preferred stock.
Common Stock / CDIs
As of December 31, 2025, 2024 and 2023,
167,645,373
shares of common stock were outstanding.
A portion of the
Company’s common
stock is publicly
traded on the ASX
under the ticker
“CRN,” in the
form of
CHESS Depositary Interests,
or CDIs. CDIs are units of beneficial ownership in shares of common stock held by
CHESS Depositary Nominees Pty Limited, or CDN,
a wholly-owned subsidiary of ASX Limited,
the company that
operates the ASX.
As each CDI represents one-tenth of a share, holders
of CDIs will be entitled to
one
vote for every
10
CDIs they
hold. CDI
holders
participate
in all
entitlements
which
attach to
the
underlying
shares
such
as participation
in
rights issues, bonus issues, capital reductions and liquidation
preferences.
The CDIs entitle holders
to receive dividends,
if declared, and
other rights economically
equivalent to shares
of
common stock, including the right to
attend stockholders’ meetings. CDN, as
the stockholder of record, will vote
the underlying shares in accordance with the directions
of the CDI holders.
As of December 31,
2025,
831,392,331
CDIs (representing beneficial
interest in
83,139,233
shares of common
stock) were owned by investors in the form of CDIs publicly
traded on the ASX.
Coronado Group LLC
As
of
December
31,
2025,
Coronado
Group
LLC,
the
Company’s
controlling
stockholder,
beneficially
owned
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.
Refer to Note 19 “Stock-Based Compensation” for
options to purchase common stock issued
and outstanding as
of December 31, 2025 and 2024.
Preferred Stock
Coronado Group LLC
holds
one
share of Series
A Preferred Stock.
The holder of
the Series A
Preferred Stock
is permitted
to nominate
and elect
members of
the Company’s
Board of
Directors in
relation to
the level
of the
holder’s
aggregate
beneficial
ownership
of
shares
of
the
Company’s
common
stock.
The
Series
A
Preferred
Stock
is
not
entitled
to
dividends
and
is
non-transferable.
The
Series
A
Preferred
Stock
has
a
liquidation
preference of $
1.00
.
(b)
Dividends
The dividend
policy
and
the
payment
of future
cash
dividends
are subject
to
the
discretion
of the
Company’s
Board
of
Directors.
The
decision
as
to
whether
or
not
a
dividend
will
be
paid
is
subject
to
a
number
of
considerations,
including
the
general
business
environment,
operating
results,
cash
flows,
future
capital
requirements,
regulatory
and
contractual
restrictions,
applicable
covenants
under
debt
and
other
agreements
and any other factors the Board of Directors may consider
relevant.
During the year ended December 31, 2025, the Company
declared a:
•
dividend of $
8.4
million, or $
0.005
per CDI ($
0.05
per share of common stock), on February 19, 2025.
For the year
ended December 31, 2025,
the Company paid a
total of $
8.3
million to stockholders and
CDI holders
on the
ASX, net
of $
0.1
million of
foreign exchange
gain on
payment to
certain CDI
holders that
elected to
be
paid in Australian dollars,
in relation to the above declared dividend.
During the year ended December 31, 2024, the Company
declared a:
•
dividend of
$
8.4
million, or
$
0.005
per CDI
($
0.05
per share
of common
stock), on
February 19,
2024;
and
•
dividend of $
8.4
million, or $
0.005
per CDI ($
0.05
per share of common stock), on August 5, 2024.
For
the
year
ended
December
31,
2024,
the
Company
paid
a
total
of
$
16.7
million
to
stockholders
and
CDI
holders on the ASX, net of
$
0.1
million of foreign exchange gain
on payment to certain CDI holders
that elected
to be paid in Australian dollars,
in relation to the above declared dividends.
During the year ended December 31, 2023, the Company
declared a:
•
dividend of
$
8.4
million, or
$
0.005
per CDI
($
0.05
per share
of common
stock), on
February 21,
2023;
and
•
dividend of $
8.4
million, or $
0.005
per CDI ($
0.05
per share of common stock), on August 7, 2023.
For
the
year
ended
December
31,
2023,
the
Company
paid
a
total
of
$
16.7
million
to
stockholders
and
CDI
holders on the ASX, net of
$
0.1
million of foreign exchange gain
on payment to certain CDI holders
that elected
to be paid in Australian dollars,
in relation to the above declared dividends.
(c)
(Loss) 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 for
the period by the weighted-average
number of shares of common
stock outstanding during the
same period, as
adjusted to
give effect
to potentially
dilutive securities.
During periods
in which
the Company
incurs a
net loss,
diluted weighted average
shares outstanding are
equal to basic
weighted average shares
outstanding because
the effect of all equity awards is anti-dilutive.
Basic and diluted earnings per share were calculated as
follows (in thousands, except per share data):
Year Ended December 31,
(US$ thousands, except per share data)
2025
2024
2023
Numerator:
Net (loss) income attributable to Company stockholders
$
(432,056)
$
(108,881)
$
156,065
Denominator (in thousands):
Weighted-average shares of common stock outstanding
167,645
167,645
167,645
Effects of dilutive shares
—
—
421
Weighted average diluted shares of common stock
outstanding
167,645
168,066
167,846
(Loss) earnings per share (US$):
Basic
(2.58)
(0.65)
0.93
Dilutive
(2.58)
(0.65)
0.93