What changed in this filing

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Item 1A. Risk Factors

2024-02-26 compared with 2023-02-23 · 140 added, 97 removed, 534 unchanged (31% of the section changed)

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• Risks relating to our industry and the global economy , such as those associated with declines in coal prices, loss of customers, our ability to obtain financing and other services, competition, decreased demand for coal, customer creditworthiness and global economic disruptions.

• Risks relating to regulatory and legal developments , such as those associated with regulatory requirements and costs, healthcare regulations and costs, permit approvals, climate change regulations, environmental laws and treaties, unfavorable tax actions, decreased demand for energy, environmental cleanup costs and maintenance of internal controls.

• Risks relating to our operations , such as those associated with mining and other conditions, many of which are beyond our control, decreased demand for coal, disruptions in transportation services, the availability of skilled workers, higher than estimated employee benefit costs, the availability of coal reserves, equipment availability, equipment breakdown, higher than anticipated property reclamation or mine closure costs, unionization, cybersecurity, the complexity of mining in Central Appalachia, our dependence upon third parties and our ability to make capital investments.

• Risks relating to our liquidity , such as our ability to obtain or renew surety bonds, our need to maintain capacity for required letters of credit, limitations imposed on us by our revolving credit facility or any future debt instruments and access to funds when needed.

• Risks relating to the ownership of our common stock , such as those associated with compliance with securities laws, the availability of an orderly trading market for our common stock, our ability to continue to pay quarterly dividends and repurchase common shares, dilution or other effects resulting from the issuance of additional securities, impediments to our acquisition by a third party and limited fora for stockholder litigation matters.

• Risks relating to regulatory and legal developments , such as those associated with regulatory requirements and costs, healthcare regulations and costs, permit approvals, climate change regulations, social and governance initiatives and regulations, environmental laws and treaties, unfavorable tax actions, decreased demand for energy, environmental cleanup costs and maintenance of internal controls.

• Risks relating to our operations , such as those associated with mining and other conditions, many of which are beyond our control, decreased demand for coal, disruptions in transportation services, the availability of skilled workers, higher than estimated employee benefit costs, the availability of coal reserves, equipment availability, equipment breakdown, higher than anticipated property reclamation or mine closure costs, unionization, cybersecurity, artificial intelligence, the complexity of mining in Central Appalachia, our dependence upon third parties and our ability to make capital investments.

• Risks relating to our liquidity , such as our ability to obtain or renew surety bonds, our need to maintain capacity for required letters of credit (“LCs”), limitations imposed on us by our revolving credit facility or any future debt instruments and access to funds when needed.

• Risks relating to the ownership of our common stock , such as those associated with compliance with securities laws, the availability of an orderly trading market for our common stock, our ability to continue to repurchase common shares, as the Board may determine from time to time, dilution or other effects resulting from the issuance of additional securities, impediments to our acquisition by a third party and limited fora for stockholder litigation matters.

These risks, and others, are reviewed in greater detail below.

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Those prices depend upon factors beyond our control (some of which are described in more detail in other risk factors below), including but not limited to:

• the demand for domestic and foreign coal and coke, which depends significantly on the demand for steel and electricity;

• the demand for domestic and foreign coal and coke, which depends significantly on the demand for steel;

• the price and availability of natural gas, other alternative fuels and alternative steel production technologies;

• domestic and foreign economic conditions, including economic downturns and the strength of the global and U.S.

• the consumption pattern of industrial customers, electricity generators and residential users;

• the consumption pattern of industrial customers;

• factors affecting the timely delivery of our products to customers;

• the proximity to and availability, reliability and cost of transportation and port facilities;

• the legal, regulatory and tax environment for our industry and those of our customers;

• adverse weather, climactic or other natural conditions, natural disasters, epidemics, pandemics (such as the COVID-19 virus) and other public health challenges;

• the quantity, quality and pricing of coal available in the resale market;

• factors affecting the timely delivery of our products to customers;

• the effects of worldwide energy conservation or emissions measures;

• the effects of emissions control measures;

• adverse weather, climactic or other natural conditions, natural disasters, epidemics, pandemics (such as the COVID-19 virus) and other public health challenges;

• competition from other suppliers of coal and other energy sources.

• the proximity to and availability, reliability and cost of transportation and port facilities.

A period of sustained low coal prices in the U.S.

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are curtailed as a result of tariffs.

Further, retaliatory tariffs by foreign nations have already limited international trade and may adversely impact global economic conditions.

Retaliatory tariffs by foreign nations have already limited international trade and may adversely impact global economic conditions.

Additional or augmented tariffs could be imposed following the 2024 U.S.

presidential election, which could in turn provoke additional retaliatory tariffs.

In addition, the steel industry’s demand for met coal is affected by a number of factors, including the variable nature of that industry’s business, technological developments in the steel-making process and the availability of substitutes for steel, such as aluminum, composites and plastics.

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These customers could decide to discontinue purchasing coal from us in the volumes that they have previously purchased or decide not to purchase coal from us at all.

If several of these customers were to concurrently and significantly reduce their purchases of coal, or if we were unable to sell coal to them on terms as favorable to us as previous sales, we could face a significant reduction in sales while we attempt to sell the coal to other customers in the global marketplace.

If such concurrent loss of large customers or a significant reduction in our sales volume to such customers were to happen, our revenues and profitability could be materially and adversely affected.

If several of these customers were concurrently and significantly to reduce their purchases of coal, or if we were unable to sell coal to them on terms as favorable to us as previous sales, we could face a significant reduction in sales while we attempt to sell the coal to other customers in the global marketplace.

If such concurrent loss of large customers

or a significant reduction in our sales volume to such customers were to happen, our revenues and profitability could be materially and adversely affected.

Competition within the coal industry may adversely affect our ability to sell coal, and excess production capacity in the industry could put downward pressure on coal prices.

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Business—Competition.” Similarly, currency fluctuations could adversely affect demand for U.S.

Our ability to collect payments from our customers could be impaired if their creditworthiness and financial health deteriorate.

Our ability to receive payment for coal sold and delivered depends on the continued creditworthiness and financial health of our customers.

Competition with other coal suppliers could force us to extend credit to customers and on terms that could increase the risk we bear on payment default.

In recent years, downturns in the economy and disruptions in the global financial markets have, from time to time, affected the creditworthiness of our customers and limited their liquidity and credit availability.

In addition, purchasers of our met coal may increasingly be required to implement costly new emissions and other technologies, thereby increasing the risk we bear for customer payment default.

For the year ended December 31, 2022 we derived 81% of our coal revenues from coal sales made to customers outside the U.S.

Our customers in other countries may be subject to other pressures and uncertainties that may also affect their ability to pay, including trade barriers, exchange controls and local economic conditions, threat of military action, and political conditions.

Continuing low demand for thermal coal, or further declines in demand, by North American electric power generators could reduce the price of our thermal coal, which would reduce our revenues.

Thermal coal accounted for approximately 5% of our coal revenues for the year ended December 31, 2022.

The majority of our sales of thermal coal were to U.S.

electric power generators.

The North American demand for thermal coal is affected primarily by the overall demand for electricity, the availability, quality and price of competing fuels, such as natural gas, nuclear fuel, oil and alternative energy sources such as wind, solar, and hydroelectric power, increasingly stringent environmental and other governmental regulations and the coal inventories of utilities.

A reduction in the amount of coal consumed by North American electric power generators would reduce the amount of thermal coal that we sell and the price that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

In addition, uncertainty caused by federal and state regulations could cause thermal coal customers to be uncertain of their coal requirements in future years, which could adversely affect our ability to sell coal to such customers under multi-year sales contracts.

Downturns and disruptions in the global economy and financial markets have had, and could in the future have, a material adverse effect on the demand for and price of coal, which could have a material negative effect on our sales, costs, margins and profitability and ability to obtain financing.

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Significant economic disruptions can result from numerous unpredictable factors, including but not limited to market forces, natural disasters, pandemics, trade disputes and armed conflicts.

• During the COVID-19 pandemic, global supply chain disruptions, including COVID-19-related factory closures and port congestion have reduced our ability to obtain some materials used in our operations, have reduced the demand for steel, and therefore for met coal, and have affected railroad and other transportation systems.

• During the COVID-19 pandemic, global supply chain disruptions, including COVID-19-related factory closures and port congestion reduced our ability to obtain some materials used in our operations, reduced the demand for steel, and therefore for met coal, and affected railroad and other transportation systems.

• The Chinese government has from time to time implemented regulations and promulgated new laws or restrictions on its domestic coal industry, sometimes with little advance notice, which may affect worldwide coal demand, supply and prices.

During the past several years, for example, the Chinese government has initiated a number of anti-smog measures aimed at reducing hazardous air emissions through temporary production capacity restrictions within the steel, coal and coal-fired power sectors.

• Although we do not have assets in the Middle East, we do have customers in the region, and if the scope of the ongoing conflicts in that region were to expand materially, the international transport of some goods could become more difficult, even to certain areas outside the Middle East, and shipping costs could increase substantially.

Future disruptions of this sort, and in particular the tightening of credit in financial markets or any other disruption that negatively affects global economic growth, could adversely affect our customers’ ability to obtain financing for operations and result in a decrease in demand, lower coal prices, the cancellation of some orders for our coal and the restructuring of agreements with some of our customers.

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The Russia-Ukraine war, and sanctions brought by the United States and other countries against Russia, have caused significant market disruptions that may lead to increased volatility in the price of certain commodities, including oil, natural gas, coal and other sources of energy.

The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region are impossible to predict but could be significant and may have a severe adverse effect on the region.

Globally, various governments have banned imports from Russia, including commodities such as oil, natural gas and coal.

The ongoing military conflict between Russia and Ukraine has resulted in substantial sanctions upon Russia and certain supply and market disruptions, particularly in energy markets.

Many governments have banned imports from Russia, including commodities such as oil, natural gas and coal.

These events have caused volatility in the aforementioned commodity markets.

Although we have not experienced any material adverse effect on its results of operations, financial condition or cash flows as a result of the war or the resulting volatility as of the date of this report, such volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect prices for our coal or the cost of supplies and equipment, as well as the prices of competing sources of energy for our customers, like natural gas.

This conflict may cause additional, severe adverse effects in the region and for international markets.

Resulting disruptions could reduce demand for steel made through the use of metallurgical coal and coal-fired electricity, causing a reduction in our revenues or an increase in our costs and thereby materially and adversely affecting our results of operations, financial condition and cash flows.

Our ability to collect payments from our customers could be impaired if their creditworthiness and financial health deteriorate.

Our ability to receive payment for coal sold and delivered depends on the continued creditworthiness and financial health of our customers.

Competition with other coal suppliers could force us to extend credit to customers and on terms that could increase the risk we bear on payment default.

In addition, purchasers of our met coal may increasingly be required to implement costly new emissions and other technologies, thereby increasing the risk we bear for customer payment default.

For the year ended December 31, 2023 we derived 74% of our coal revenues from coal sales made to customers outside the U.S.

Continuing low demand for thermal coal, or further declines in demand, by North American electric power generators could reduce the price of our thermal coal, which would reduce our revenues.

Thermal coal accounted for approximately 5% of our coal revenues for the year ended December 31, 2023.

The majority of our sales of thermal coal were to U.S.

electric power generators.

Risks Relating to Regulatory and Legal Developments

The extensive regulation of the mining industry imposes significant costs on us, and future regulations or violations could increase those costs or limit our ability to produce coal.

The increasingly stringent regulation of the mining industry imposes significant costs on us, and future regulations or violations could increase those costs or limit our ability to produce coal.

Our operations are subject to a wide variety of federal, state and local environmental, health and safety, transportation, labor and other laws and regulations relating to matters such as:

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In addition, due in part to the extensive and comprehensive regulatory requirements, violations of laws, regulations and permits occur at our operations from time to time and may result in significant costs to us to correct the violations, as well as substantial civil or criminal penalties and limitations or shutdowns of our operations.

In particular, President Biden’s administration has expressed support for policies that may result in stricter environmental, health and safety standards applicable to our operations and those of our customers See “Item 1.

Business—Environmental and Other Regulatory Matters—Clean Water Act—Wastewater Discharge.”

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New laws and regulations, as well as future interpretations or different enforcement of existing laws and regulations, may have a similar or more significant impact on us, including delays, interruptions or a termination of operations.

Increasing attention to environmental, social and governance (ESG) matters may negatively affect our business and financial results.

Increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community.

A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote ESG-related change at public companies, including, but not limited to, through the investment and voting practices of investment advisers, pension funds, universities and other members of the investing community.

These activities have also aimed to increase the attention on and demand for action related to various ESG matters, which has contributed to increasing societal, investor, and legislative focus and pressure on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, transition plans, actions related to diversity and inclusion, political activities, racial equity audits, and governance standards.

As a result, we may face increasing pressure regarding our ESG practices and disclosures, which could in turn result in the cancellation or delay of projects, the revocation or delay of permits, termination of contracts, lawsuits, regulatory action, and policy change that may adversely affect our business strategy, increase our costs, and adversely affect our reputation and financial performance.

These developments could result in the implementation of certain ESG practices and/or disclosure requirements that present heightened legal, regulatory and reputational risks for us, and complying with these requirements may be costly and time-consuming.

Climate change or carbon dioxide emissions reduction initiatives could significantly reduce the demand for coal and reduce the value of our coal assets.

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formally rejoined the Paris Agreement;

• the EPA’s regulations to reduce the transport of nitrogen oxide and ozone on prevailing winds from the Midwest and South U.S.

to states in the Northeast;

• proposed EPA regulations to increase the stringency of the National Ambient Air Quality Standards for particulate matter emissions;

• the EPA's February 2024 regulations increasing the stringency of the National Ambient Air Quality Standards for the primary (health-based) annual standard for PM2.5;

• state and regional climate change initiatives implementing renewable portfolio standards or cap-and-trade schemes;

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• the Glasgow Climate Pact resulting from the 2021 United Nations Climate Change Conference (COP26) held from October 31 to November 13, 2021, which, though not legally binding, contains a plan to reduce use of coal by 40%;

• the agreement of the participating countries at the 2023 COP28 conference to call on governments worldwide to speed up the transition away from fossil fuels to renewables such as wind and solar power.

On August 3, 2015, the EPA released a final rule establishing the Power Plant NSPS.

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More stringent standards for carbon dioxide pollution as a result of these rulemakings could further reduce demand for coal, and our business would be adversely impacted.

In addition, certain banks and other financing sources have taken actions to limit available financing for the development of new coal-fueled power plants, which also may adversely impact the future global demand for coal.

In addition, certain banks and other financing sources have

taken actions to limit available financing for the development of new coal-fueled power plants, which also may adversely impact the future global demand for coal.

Furthermore, several well-funded non-governmental organizations have explicitly undertaken campaigns to minimize or eliminate the use of coal as a source of electricity generation.

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• implementation of the current and more stringent proposed ambient air quality standards for sulfur dioxide, nitrogen oxides, particulate matter and ozone, including the EPA’s issuance of NAAQS in October 2015 of a more stringent ambient air quality standard for ozone and the EPA’s determinations of attainment designations with respect to these rules;

• implementation of the EPA's February 2024 revised primary (health-based) annual standard for PM2.5, from 12.0 µg/m3 to 9.0 µg/m3;

• implementation of the EPA’s Revised CSAPR to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 12 states in the eastern United States;

• continued implementation of the EPA’s MATS, which impose stringent limits on emissions of mercury and other toxic air pollutants from electric power generators, issued in December 2011 and in effect pending completion of judicial review proceedings;

• the EPA’s Good Neighbor Plan rules, which secured significant reductions in ozone-forming emissions of nitrogen oxides (NOx) from power plants and industrial facilities in 23 states;

• multiple and inconsistent future GHG emission reporting obligations imposed in federal and state laws;

• the exposure of workers to silica dust;

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• more stringent EPA requirements governing management and disposal of coal ash pursuant to a rule finalized in December 2014 and new amendments effective as of August 2018;

• implementation of the COE/EPA final rule revising and reissuing Nationwide Permits under Section 404 of the Clean Water Act;

• implementation of the COE/EPA final rule revising and reissuing Nationwide Permits under Section 404 of the Clean Water Act and applying the conforming rule Revised Definition of Waters of the United States;

• implementation of the EPA’s November 2015 final rule setting effluent discharge limits on the levels of metals that can be discharged from power plants.

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The permitting rules are complex and change over time, potentially in ways that may make our ability to comply with the applicable requirements more difficult or impractical or even preclude the continuation of ongoing operations or the development of future mining operations.

Further, regulatory agencies responsible for the review and approval of these permits may not do so in a timely fashion due to lack of resources or other factors.

The public, including special interest groups and individuals, have certain rights under various statutes to comment upon, submit objections to and otherwise engage in the permitting process, including bringing citizens’ lawsuits or administrative actions to challenge permits or mining activities.

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This presumption, in some cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted.

Thus, past or ongoing violations of federal and state mining laws by us or by coal mining operations owned or controlled by our significant

stockholders, directors or officers or by entities linked to us through OSM’s AVS could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits.

Thus, past or ongoing violations of federal and state mining laws by us or by coal mining operations owned or controlled by our significant stockholders, directors or officers or by entities linked to us through OSM’s AVS could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits.

This is known as being “permit-blocked.” In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive litigation by environmental groups.

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Additionally, we may rely on nationwide permits under the CWA Section 404 program for some of our operations.

These nationwide permits are issued every five years, and the 2021 nationwide permit program was recently reissued in 2021.

These nationwide permits are issued every five years, and the 2021 nationwide permit program was reissued in 2021.

If we are unable to use the nationwide permits and require an individual permit for certain work, that could delay operations.

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Future changes or challenges to the permitting and mine plan modification and approval process could cause additional increases in the costs, time, and difficulty associated with obtaining and complying with the permits and could delay or prevent commencing or continuing exploration or production operations and, as a result, adversely affect our coal production, cash flows and profitability.

Recent actions by the EPA, including the Good Neighbor Plan, the EPA’s February 2024 revision of the primary (health-based) annual standard for PM2.5, from 12.0 µg/m3 to 9.0 µg/m3, the proposed rule for more stringent emission standards for particulate matter emissions, and the proposed MATS rule to regulate emissions of mercury and other metals, fine particulates, and acid gases such as hydrogen chloride from coal- and oil-fired power plants, referred to as “MATS,” may make it more difficult for our customers to continue to use our coal in their operations.

Proposed SEC GHG reporting rules, if finalized and upheld by the courts, could potentially act as a deterrent to the use of our coal due to pressure from customers, shareholders and/or the media.

California’s enactment of its own GHG reporting laws in October 2023 also suggests the possibility of inconsistent and/or duplicative future GHG reporting requirements, which would likely add to our operating costs.

Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us.

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Due to efforts to promote energy conservation in recent years, there is a risk that both the demand for electricity and the general energy consumption patterns of consumers worldwide will decrease.

The ability of energy conservation technologies,

public initiatives and government incentives to reduce electricity consumption or to support other forms of renewable energy could also lead to a reduction in the demand for and the price of coal.

The ability of energy conservation technologies, public initiatives and government incentives to reduce electricity consumption or to support other forms of renewable energy could also lead to a reduction in the demand for and the price of coal.

If prices for coal are not competitive, our business, financial condition and results of operations may be materially harmed.

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The passage of these or other similar proposals could increase our taxable income and negatively impact our cash flows and the value of an investment in our common stock.

Changes in tax laws, particularly in the areas of non-income taxes, could cause our financial position and profitability to deteriorate.

Changes in tax laws, in the areas of both income taxes and non-income taxes, may materially affect our results of operations and could cause our financial position and profitability to deteriorate.

We pay non-income taxes on the coal we produce.

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If such liabilities were to arise, or if non-income tax rates were to increase significantly, our results of operations could be materially and adversely affected.

Further, changes in tax laws may materially affect our results of operations and could cause our financial position and profitability to deteriorate.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

Among other provisions, the IRA enacted a 15% corporate alternative minimum tax and a 1% excise tax on repurchases of corporate stock for tax years beginning after December 31, 2022.

We are currently assessing the impact of the IRA but do not expect it to have a material impact on our results of operations.

As of December 31, 2023, we have accrued a stock repurchase excise tax of $4.7 million related to our share repurchase program, which is recorded in treasury stock at cost.

Our income is taxable in the U.S., with a significant portion qualifying for preferential treatment as foreign-derived intangible income (“FDII”).

tax rates increase or the FDII deduction is eliminated or reduced, both of which have been proposed by the current U.S.

presidential administration, our provision for income taxes, results of operations, net income, and cash flows would be adversely affected.

Also, if our customers move manufacturing operations to the U.S., our FDII deduction may be reduced.

Beginning in 2026, the FDII deduction will be reduced from 37.5% to 21.875% of FDII.

Risks Relating to Our Operations

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The occurrence of a significant accident or other event that is not fully insured could adversely affect our business and operating results and could result in impairments to our assets.

Our coal production at our mines is subject to operating conditions and events, many of which are beyond our control, that could disrupt operations, affect production and the cost of mining for varying lengths of time and have a significant impact on

our operating results.

Adverse operating conditions and events that we have experienced in the past and/or may experience in the future include:

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Failures by insurers to make payments could have a material adverse effect on our cash flows, results of operations or financial condition.

Disruptions in transportation services and increased transportation costs could impair our ability to supply coal to our customers, reduce demand and adversely affect our business.

Disruptions in transportation services or port facilities, and increased transportation costs, could impair our ability to supply coal to our customers, reduce demand and adversely affect our business.

For the year ended December 31, 2023, 89% of our coal volume was transported from our shipping points to a vessel loading point or customer location by rail.

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Due to the difficulty in arranging alternative transportation, these operations are particularly at risk of disruptions, capacity issues or other difficulties with that carrier’s transportation services, which could adversely and materially affect our revenues and results of operations.

Further, we depend significantly upon the reliable operation of the DTA coal export terminal in Newport News, Virginia.

DTA, in which we hold a 65.0% ownership interest, provides us with the ability to fulfill a broad range of customer coal quality requirements through coal blending, while also providing storage capacity and transportation flexibility.

Any significant disruption in DTA’s functions and operations or other limitations upon the capacity of DTA or other transportation facilities could adversely and materially affect our revenues and results of operations.

We also depend upon trucks, barges and ocean vessels to deliver coal to our customers.

In addition, much of our coal is transported from our mines to our loading facilities by trucks owned and operated by third parties.

Disruption of any of these transportation services due to weather-related problems, mechanical difficulties, fuel and supply costs, strikes, lockouts, bottlenecks, terrorist attacks or other events could impair our ability to supply coal to our customers, resulting in decreased shipments and revenue.

Disruption of any of these transportation services due to weather-related problems, mechanical difficulties, fuel and supply costs, strikes, lockouts, bottlenecks, accidents, terrorist attacks or other events could impair our ability to supply coal to our customers, resulting in decreased shipments and revenue.

Disruption in shipment levels over long periods of time could cause our customers to look to other sources for their coal needs, negatively affecting our revenues and results of operations.

An increase in transportation costs could have an adverse effect on our ability to increase or to maintain production on a profit-making basis and could therefore adversely affect our revenues and earnings.

Because transportation costs represent a

significant portion of the total cost of coal for our customers, increases in transportation costs could also reduce overall demand for coal or make our coal production less competitive than coal produced from other sources or other regions.

Because transportation costs represent a significant portion of the total cost of coal for our customers, increases in transportation costs could also reduce overall demand for coal or make our coal production less competitive than coal produced from other sources or other regions.

Expenditures for certain employee benefits could be materially higher than we have anticipated, which could increase our costs and adversely affect our financial results.

Litigation regarding employee compensation could have a material adverse effect upon our liquidity and results of operations.

We are responsible for certain liabilities under a variety of benefit plans and other arrangements with employees.

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A significant increase in these collateral obligations would have a materially adverse effect on our liquidity.

We are party to litigation that has been initiated against certain of our subsidiaries in which the plaintiffs allege violations of the Fair Labor Standards Act due to alleged failure to compensate for time “donning” and “doffing” equipment and to account for the effects in the calculation of overtime rates and pay.

The plaintiffs seek collective action certification.

We cannot reasonably estimate a range of potential exposure at this time.

We believe the plaintiffs’ claims are without merit, but if we were ultimately unsuccessful in defending against this litigation, it could have a material, adverse effect upon our liquidity and results of operations.

We require a skilled workforce and a dedicated senior management team to run our business.

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These disruptions or any significant increases in energy prices that follow could result in government-imposed price controls.

Our insurance may not protect us against such occurrences.

It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

Our insurance, or the insurance of third-party service providers, may not protect us against such occurrences.

It is possible that any

of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition and results of operations.

We have become increasingly dependent upon digital technologies, including information systems, infrastructure and cloud applications and services, to operate our businesses, process and record financial and operating data, communicate with our employees and business partners, analyze seismic and drilling information, estimate quantities of met coal reserves, as well as other activities related to our businesses.

We own and operate some of these systems and applications while others are owned and operated by our third-party service providers.

In the ordinary course of business, we and our service providers collect, process, transmit and store data, such as proprietary business information and personally identifiable information.

Our IT systems and those of third parties, including third-party service providers, are vulnerable to malicious and intentional cyberattacks involving ransomware, malware and viruses, accidental or inadvertent incidents, the exploitation of security vulnerabilities or “bugs” in software or hardware, among other scenarios.

Both the frequency and magnitude of cyberattacks are expected to increase, and attackers are becoming more sophisticated, particularly given the increasing availability and sophistication of “artificial intelligence” systems.

Further, security vulnerabilities may be introduced from the use of artificial intelligence by us, our customers or third parties.

The development of quantum computing technology, if successful, may also eventually pose very significant encryption and other data security risks.

Geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, conflicts in the Middle East or increased tension with China, may also create a heightened risk of cybersecurity attacks.

A cyber-attack may involve persons gaining unauthorized access to our digital systems for purposes of gathering, monitoring, releasing, misappropriating or corrupting proprietary or confidential information, or causing operational disruption.

Unauthorized physical access to one of our facilities or electronic access to our information systems could result in, among other things, unfavorable publicity and reputational harm, litigation by affected parties, damage to sources of competitive advantage, disruptions to our operations, loss of customers, financial obligations for damages related to the theft or misuse of such information and costs to remediate such security vulnerabilities, any of which could have a substantial impact on our results of operations, financial condition or cash flows.

Additionally, we may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies utilized by attackers change frequently or are not recognized until launched, and we may be unable to investigate or remediate incidents because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

Strategic targets, such as energy-related assets, may be at greater risk of future cybersecurity attacks than other targets in the U.S.

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result in proprietary information being altered, lost, or stolen;

result in employee, customer, or third-party information being

result in employee, customer, or third-party information being compromised;

or otherwise disrupt our business operations.

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We depend on reliable supplies of mining equipment, replacement parts and materials such as explosives, diesel fuel, tires, steel, magnetite and other raw materials and consumables, which in some cases, do not have ready substitutes.

Some equipment and materials are needed to comply with regulations, such as proximity detection devices on continuous mining machines and steel.

Some equipment and materials are needed to comply with regulations, such as proximity detection devices on continuous mining machines.

The supplier base providing mining materials and equipment has been relatively consistent in recent years, although there continues to be consolidation, which has resulted in a limited number of suppliers for certain types of equipment and supplies.

Any significant reduction in availability or increase in cost of any mining equipment or key supplies could adversely affect our operations and increase our costs, which could adversely affect our operating results and cash flows.

Diesel fuel supply, which is one of our largest variable costs, is unusually limited at present due to the current global economy, and a sustained or worsened shortage of diesel fuel could negatively and materially impact our results of operations.

Diesel fuel is one of our largest variable costs and a sustained shortage of diesel fuel could negatively and materially impact our results of operations.

In addition, the prices we pay for materials are strongly influenced by the global commodities markets.

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In deciding our approach to these reserves, we assess the conditions in the met and thermal coal markets, including factors such as the current and anticipated future market prices of met coal and thermal coal, the generally higher price of met coal as compared to thermal coal, the lower volume of saleable tons that results when producing coal for sale in the met market rather than the thermal market, the increased costs of producing met coal, the likelihood of being able to secure a longer term sales commitment for thermal coal and our contractual commitments to deliver different types of coal to our customers.

demand for met coal relative to thermal coal could cause us to shift coal from the met market to the thermal market, thereby reducing our revenues and profitability.

A decline in demand for met coal relative to thermal coal could cause us to shift coal from the met market to the thermal market, thereby reducing our revenues and profitability.

Our business will be adversely affected if we are unable to timely develop or acquire additional coal reserves that are economically recoverable.

Our profitability depends substantially on our ability to mine in a cost-effective manner coal reserves of the quality our customers need.

Although we have coal reserves that we believe could support current production levels for multiple decades, we have not yet developed the mines for all our reserves.

Although we have coal reserves that we believe could support current production levels for multiple decades, estimating the size and quality of reserves requires significant judgment and could prove to be inaccurate.

We may not be able to mine all of our reserves as profitably as we do at our current operations.

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Replacement reserves may not be available when required or, if available, may not be able to be mined at costs comparable to those of the depleting mines.

We may not be able to accurately assess the geological characteristics of any reserves that we now own or subsequently acquire, which may adversely affect our profitability and financial condition.

We may not be able to accurately assess the geological

characteristics of any reserves that we now own or subsequently acquire, which may adversely affect our profitability and financial condition.

Exhaustion of reserves at particular mines also may have an adverse effect on our operating results due to lost production capacity from diminished or discontinued operations at those mines, as well as lay-offs, write-off charges and other costs, potentially causing an adverse effect that is disproportionate to the percentage of overall production represented by those mines.

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Disruption in our supply of contractor-produced coal could impair our ability to fill our customers’ orders or require us to pay higher prices to obtain the required coal from other sources.

Any increase in the per-ton compensation for services we pay for the production of contractor-produced coal could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.

Any increase in the per-ton

compensation for services we pay for the production of contractor-produced coal could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.

We also contract with third parties to perform reclamation services for properties that are no longer in operation.

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Strategic transactions, including acquisitions, involve a number of risks, any of which could result in a material adverse effect on our business, financial condition or results of operations.

In the future, we may undertake strategic transactions such as the acquisition or disposition of coal mining and related infrastructure assets, interests in coal mining companies, joint ventures or other strategic transactions involving companies with coal mining or other energy assets.

We have in the past, and may in the future, undertake strategic transactions such as the acquisition or disposition of coal mining and related infrastructure assets, interests in coal mining companies, joint ventures or other strategic transactions involving companies with coal mining or other energy assets.

Our ability to complete these transactions is subject to the availability of attractive opportunities, including potential acquisition targets that can be successfully integrated into our existing business and provide us with complementary capabilities, products or services on terms acceptable to us, as well as general market conditions, among other things.

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• accurately assessing the geological conditions of acquired properties;

• the ability to obtain and maintain surety bonds, at acceptable rates, related to acquired properties;

• the ability to obtain and maintain surety bonds, at acceptable rates, related to acquired properties and other obligations;

• uncertainties in assessing the value, strengths, and potential profitability, and identifying the extent of all weaknesses, risks, contingent liabilities and other liabilities of acquisition candidates and strategic partners;

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• the ability of management to manage successfully our exposure to pending and potential litigation and regulatory obligations;

• the ability of a purchaser to complete the transfer of operating permits related to our divested operations;

• the ability of a purchaser to complete the transfer of operating permits related to our divested operations and to otherwise properly fulfill all assumed contractual, legal and regulatory obligations;

• unanticipated increases in competition that limit our ability to expand our business or capitalize on expected business opportunities, including retaining current customers;

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Future debt or equity financing may not be available on satisfactory terms or at all or, if available, may result in dilution.

If we are unable to

obtain additional capital, we may not be able to maintain or increase our existing production rates, and we could be forced to reduce or delay capital expenditures or change our business strategy, sell assets or restructure or refinance our indebtedness, all of which could have a material adverse effect on our business or financial condition.

If we are unable to obtain additional capital, we may not be able to maintain or increase our existing production rates, and we could be forced to reduce or delay capital expenditures or change our business strategy, sell assets or restructure or refinance our indebtedness, all of which could have a material adverse effect on our business or financial condition.

Our workforce could become increasingly unionized in the future and our unionized or union-free workforce could strike, which could adversely affect the stability of our production and reduce our profitability.

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Certain provisions in our coal supply agreements may result in economic penalties upon our failure to meet specifications.

Most of our coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as British Thermal Units (“BTU”), sulfur content, ash content, grindability, moisture and ash fusion temperature.

Most of our coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as BTUs, sulfur content, ash content, grindability, moisture and ash fusion temperature.

Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts.

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Risks Relating to Our Liquidity

The need to maintain capacity for required letters of credit could limit our ability to provide financial assurance for self- insured obligations and negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.

On December 6, 2021, we entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (the “ABL Agreement”) which amended and restated the Amended and Restated Asset-Based Revolving Credit Agreement dated November 9, 2018, in its entirety, and includes a senior secured asset-based revolving credit facility (the “ABL Facility”).

Additionally, on December 6, 2021, we entered into the Second Amended and Restated Letter of Credit Agreement and a Credit and Security Agreement which amended and restated the Amended and Restated Letter of Credit Agreement and a Credit and Security Agreement dated November 9, 2018, in its entirety.

Each of these agreements includes, among other things, provisions that provide for the issuance of letters of credit.

Obligations secured by letters of credit may increase in the future, for example due to increased collateral obligations associated with Black Lung obligations.

If we do not maintain sufficient borrowing capacity under our letter of credit facilities, we may be unable to provide financial assurance for self-insured obligations and could negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.

The terms of our Asset-Based Revolving Credit Agreement (ABL) impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.

Under the ABL Facility, we may borrow cash from the Lenders (as defined therein) or cause the L/C Issuers (as defined therein) to issue letters of credit, on a revolving basis, in an aggregate amount of up to $155.0 million, of which no more than $150.0 million may represent outstanding letters of credit ($125.0 million on a committed basis and another $25.0 million on an uncommitted cash collateralized basis) with the facility having a maturity date of December 6, 2024.

The ABL Agreement extended the maturity date of the facility from the previous maturity of April 3, 2022.

The revolving loan facility permits us, subject to approval of the administrative agent and the lenders providing the financing, to request incremental revolving commitment increases up to an aggregate amount of $50.0 million, in increments not less than $10.0 million or the remaining availability and subject to specified conditions.

The terms of the ABL Facility impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions.

The need to maintain capacity for required LCs could limit our ability to provide financial assurance for self-insured obligations and negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.

On October 27, 2023, we terminated our existing Second Amended and Restated Asset-Based Revolving Credit Agreement dated December 6, 2021 (“ABL Agreement”) and along with certain of our directly and indirectly owned subsidiaries entered into a new Credit Agreement (the “New ABL Agreement”).

The New ABL Agreement continues to include an asset-based revolving credit facility (the “New ABL Facility”), which among other things, provides for the issuance of LCs.

Obligations secured by LCs may increase in the future, for example due to increased collateral obligations associated with black lung obligations.

If we do not maintain sufficient borrowing capacity under our letter of credit facilities, we may be unable to provide financial assurance for self-insured obligations which could negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.

The terms of our New ABL Facility impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.

Under the New ABL Facility, we may borrow cash or obtain LCs, on a revolving basis, in an aggregate amount of up to $155.0 million.

We may request an increase to the capacity of the facility of up to $75.0 million provided that $25.0 million may be solely for the purpose of providing additional availability to obtain cash collateralized LCs.

Availability under the New ABL Facility is calculated monthly and fluctuates based on qualifying amounts of coal inventory, trade accounts receivable and in certain circumstances specified amounts of cash.

We must maintain minimum Liquidity, as defined in the New ABL Agreement, of $75.0 million.

The New ABL Facility matures on October 27, 2027.

As part of the transition from the previous ABL Facility to the New ABL Facility, we temporarily cash collateralized outstanding LCs until replacement LCs could be issued under the New ABL Facility.

As of December 31, 2023, we had $31 thousand of cash collateralized LCs remaining to be replaced.

During the first quarter of 2024, the remaining cash collateralized LCs from the previous ABL Facility were cancelled with no replacement required and the cash collateral was returned.

The terms of the New ABL Facility impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions.

For example, we are limited in our ability to incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into certain burdensome agreements.

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As a result of any of these actions, the restrictions and covenants that apply to us may become more restrictive or otherwise change.

Any failure to comply with those covenants may constitute a breach under the revolving credit facility that could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the revolving credit facility.

As of December 31, 2022, we are in compliance with the operating and financial covenants under the revolving credit facility.

Our inability in the future to maintain our revolving credit facility could materially adversely affect our liquidity and our business.

Any failure to comply with those covenants may constitute a breach under the New ABL Facility that could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the New ABL Facility.

As of December 31, 2023, we are in compliance with the operating and financial covenants under the New ABL Facility.

Our inability in the future to maintain our New ABL Facility could materially adversely affect our liquidity and our business.

Operating results below current levels, or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with our covenants and payment obligations contained in our borrowing arrangements.

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Access to additional funds from liquidity-generating transactions or other sources of external financing may not be available to us and, if available, would be subject to market conditions and certain limitations, including our credit rating and covenant restrictions in our revolving credit facility.

Our indebtedness exposes us to various risks.

Our indebtedness, as it may exist from time to time, exposes us to various risks.

At December 31, 2023, we had $10.4 million of indebtedness outstanding, of which $8.6 million is scheduled to mature in the next three years.

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We are responsible for assessing the operating effectiveness of internal controls over financial reporting and we may conclude that our internal controls over financial reporting are ineffective.

Additionally, our independent registered public accounting firm may issue an adverse report indicating that our internal controls are not effective due to deficiencies in how our

controls are documented, designed, operated or reviewed.

Additionally, our independent registered public accounting firm may issue an adverse report indicating that our internal controls are not effective due to deficiencies in how our controls are documented, designed, operated or reviewed.

Efforts to remediate any such deficiencies and otherwise comply with these requirements may strain our resources, and we may be unable to do so in a timely or cost-effective manner.

Our share repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

On March 4, 2022, the Board authorized a new share repurchase program for up to $150.0 million of our common stock with no expiration date.

On May 3, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $600.0 million of the Company's common stock.

On November 4, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $1.0 billion of the Company’s common stock.

On February 21, 2023 and October 31, 2023, the Board approved increases to the existing common share repurchase program adopted March 4, 2022, bringing the total authorization to repurchase the Company’s stock to $1.2 billion and $1.5 billion, respectively.

This share repurchase program does not obligate us to repurchase any dollar amount or number of shares of our common stock and may be suspended or discontinued at any time, which could cause the market price of our common stock to decline.

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The existence of our share repurchase program could cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock.

Additionally, repurchases under our share repurchase program would diminish our cash reserves, which could adversely affect our operating results.

Additionally, repurchases under our share repurchase program would diminish our cash reserves, which could

adversely affect our operating results.

There can be no assurance that any share repurchases would enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares.

Any failure to repurchase shares could negatively impact our reputation, investor confidence in us and our stock price.

If our earnings and cash flow decline materially, we may be unable to continue to pay dividends on our common stock and/or execute our share repurchase program as intended.

Our ability to pay dividends on our common stock and repurchase shares of common stock depends upon on our earnings and cash flows.

If our earnings and cash flows were to decline materially, we may be unable to continue to pay dividends in the amounts previously paid, or at all.

In addition, in such a circumstance, we may be unable to execute our share repurchase program in part or as a whole.

Dividends on our common stock are only payable if declared by the Board and permitted by Delaware law.

Dividends on our common stock will be paid only if declared by the Board.

Although we have done so in the past, we do not currently pay dividends on our common stock.

Dividends on our common stock may be paid only if declared by the Board.

The Board is not legally obligated or required to declare dividends on our common stock even if we have funds available for that purpose.

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The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

These broad market fluctuations may adversely affect the trading price of our common stock.

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities.

Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

One factor fueling this volatility has been information available in public media published by third parties, including blogs, articles, message boards and social and other media, that may include statements not attributable to the company under discussion and may not be reliable or accurate.

Broad market fluctuations or inaccurate and unreliable information about our company may adversely affect the trading price of our common stock.

Future sales of our common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership.

We may issue additional shares of common stock or convertible securities in subsequent public offerings.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock or the dividend amount payable per share on our common stock.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that

future issuances and sales of shares of our common stock will have on the market price of our common stock or the dividend amount payable per share on our common stock, if any.

Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock or the dividend amount payable per share on our common stock.

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For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.

Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock, as the Board may determine.

Provisions in our organizational documents and the instruments governing our debt may discourage a takeover attempt, even if doing so might be beneficial to our stockholders.

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A change of control (as defined under the instruments governing our debt) is an event of default, permitting our lenders to accelerate the maturity of certain borrowings.

Further, our borrowing arrangements impose other restrictions on us, including

with respect to mergers or consolidations with other companies and the sale of substantially all of our assets.

Further, our borrowing arrangements impose other restrictions on us, including with respect to mergers or consolidations with other companies and the sale of substantially all of our assets.

These provisions could prevent or deter a third-party from acquiring us even where the acquisition could be beneficial to our stockholders.

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Alternatively, if a court were to find the choice of forum provision that is contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors