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Item 1A. Risk Factors

2025-02-28 compared with 2024-02-26 · 127 added, 144 removed, 530 unchanged (34% of the section changed)

Investment in our common stock is subject to various risks, including risks and uncertainties inherent in our business.

Investment in our securities is subject to various risks, including risks and uncertainties inherent in our business.

As detailed in the following pages, these risks include, but are not limited to, the following:

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• 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.

• 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 borrowing arrangements 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 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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Declines in coal prices would adversely affect our revenues, operating results, cash flows, financial condition, stock price and the value of our coal reserves.

Our results of operations are substantially dependent upon the prices we receive for our coal.

Our results of operations depend substantially upon the prices we receive for our coal.

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:

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• 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;

• adverse weather, climatic or other natural conditions, natural disasters, epidemics, pandemics and other public health challenges;

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

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and other countries would materially adversely affect our operating results and cash flows, as well as the value of our coal reserves, and would cause a number of other risks that we face to increase in likelihood, magnitude and duration.

A period of sustained low demand for coal, particularly for metallurgical coal (or “met coal”), by U.S.

A period of sustained low demand for metallurgical coal (or “met coal”) by U.S.

and foreign customers and the potential for negative trade impacts resulting from changing tariff policies could reduce the price of our coal, which would reduce our revenues.

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The demand for foreign-produced steel both in foreign markets and in the U.S.

market also depends on factors such as tariff rates on steel.

market also depends on other factors such as tariff rates on steel.

For example, in 2018, the U.S.

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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.

Additional or augmented tariffs proposed and enacted under the new Trump administration 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.

steel industry increasingly relies on processes to make steel that do not use coke, such as electric arc furnaces or pulverized coal processes.

As this trend continues, the amount of met coal that we sell and the prices that we receive for it could decrease, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

As this trend continues, the amount of met coal that we sell and the prices that we receive for it in the U.S.

could decrease, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

Lower demand for met coal in international markets would reduce the amount of met coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

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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.

If such a concurrent loss of large customers or a significant reduction in our sales volume to 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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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.

Downturns and disruptions in the global economy and financial markets have from time to time resulted in, among other things, extreme volatility in securities prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others, including real estate.

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

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and other countries and the impact these events may have on our operations and the industry in general.

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

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.

These events have caused volatility in commodity markets.

Although we have not experienced any distinct material adverse effect on our 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 materially 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.

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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, 2023.

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.

Risks Relating to Regulatory and Legal Developments

Federal and state regulatory agencies have the authority to order any of our facilities to be temporarily or permanently closed under certain circumstances, which could materially adversely affect our ability to meet our customers’ demands.

Federal and state regulatory agencies have the authority following significant health and safety incidents, such as fatalities, to order a facility to be temporarily or permanently closed.

If this were to occur, we may be required to incur capital expenditures to re-open the facility.

In the event that these agencies order the closing of our facilities, our coal sales agreements and our take-or-pay contracts related to our export terminals may permit us to issue force majeure notices, which suspend our obligations to deliver coal under these contracts.

However, our customers may challenge our issuances of force majeure notices.

If these challenges are successful, we may have to purchase coal from third-party sources, if it is available, to fulfill these obligations, incur capital expenditures to re-open the facilities and/or negotiate settlements with the customers, which may include price reductions, the reduction of commitments or the extension of time for delivery, or terminate customers’ contracts.

Any of these actions could have a material adverse effect on our business and results of operations.

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.

Our operations use certain hazardous materials, and, from time to time, we generate limited quantities of hazardous wastes.

We may be subject to claims under federal or state law for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil, surface water, sediments, groundwater and other natural resources.

Such claims may arise out of current or former conditions at sites that we own or operate, or formerly owned or operated, and at contaminated sites owned or operated by third parties to which we sent wastes for treatment, storage or disposal.

Our liability for such claims

may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.

We operate and maintain a number of coal slurry impoundments.

These impoundments are subject to extensive regulation.

Some slurry impoundments maintained by other coal mining operations have failed, causing extensive damage to the environment and natural resources, as well as liability for related personal injuries and property damages.

Some of our impoundments overlie mined out areas, which can pose a heightened risk of failure and of resulting damages.

If one of our impoundments were to fail, we could be subject to substantial claims for the resulting environmental contamination and associated liability, as well as for fines and penalties, and potential third-party claims for personal injury, property damage or other losses.

In addition, we may become subject to such claims related to surface expressions of methane gas, which can result from underground coal mining activities.

These and other environmental impacts that our operations may have, as well as exposures to hazardous substances or wastes associated with our operations, could result in costs and liabilities that could render continued operations at certain mines economically unfeasible or impractical or otherwise materially and adversely affect our financial condition and results of operations.

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.

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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.

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

MSHA and state regulators may also order the temporary or permanent closing of a mine in the event of certain violations of safety rules, accidents or imminent dangers.

In addition, regulators may order changes to mine plans or operations due to their interpretation or application of existing or new laws or regulations.

In addition, regulators may order changes to mine plans or operations due to

their interpretation or application of existing or new laws or regulations.

Any required changes to mine plans or operations may result in temporary idling of production or addition of costs.

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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.

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• the 2015 Paris climate summit agreement, which resulted in voluntary commitments by 197 countries to reduce their GHG emissions and could result in additional firm commitments by various nations and states with respect to future GHG emissions.

On June 1, 2017, the Trump administration announced that the U.S.

would withdraw from the agreement, however, on February 19, 2021, the U.S.

formally rejoined the Paris Agreement;

On January 20, 2025, President Trump signed an executive order requiring the U.S.

Ambassador to the United Nations to submit formal written notification of the United States’ withdrawal from 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.

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The EPA has since announced an intent to consider new regulations governing carbon emissions from existing power plants.

The EPA’s draft strategic plan issued in November 2021 emphasizes climate change and environmental justice as its top two priorities.

In May 2024, the EPA issued a final rule known as the GHG Power Plant Rule that requires stringent reductions in carbon dioxide emissions from existing coal-fired plants and relies heavily on the use of CCS.

Numerous petitions for review of the final rule were filed in the U.S.

Court of Appeals for the D.C.

Circuit and remain pending.

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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Our customers’ operations are subject to extensive laws and regulations relating to environmental matters, including air emissions, wastewater discharges and the storage, treatment and disposal of wastes and operational permits.

In particular, the Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides, mercury and other compounds emitted into the air from fossil fuel fired power plants, which are the largest end-users of our thermal coal.

A series of more stringent requirements will or may become effective in coming years, including:

In particular, the Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen

oxides, mercury and other compounds emitted into the air from fossil fuel fired power plants, which are the largest end-users of our thermal coal.

A series of more stringent requirements have become effective in recent years or will or may become effective in coming years, including:

• 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;

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• 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;

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Certain other relationships are presumed to constitute ownership or control, including being an officer or director of an entity or owning between 10% and 50% of the mining operator.

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.

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.

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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.

Recent actions by the EPA, including 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 have been stayed by federal courts and, under the new Trump administration, the SEC has determined not to defend the rules in court, but there can be no assurances that federal climate rules will not be enforced.

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.

Our operations use certain hazardous materials, and, from time to time, we generate limited quantities of hazardous wastes.

Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.

We operate and maintain a number of coal slurry impoundments.

These impoundments are subject to extensive regulation.

Some of our impoundments overlie mined out areas, which can pose a heightened risk of failure and of resulting damages.

In addition, we may become subject to such claims related to surface expressions of methane gas, which can result from underground coal mining activities.

Decreases in consumer demand for electricity and changes in general energy consumption patterns attributable to energy conservation trends could adversely affect our business, financial condition and results of operations.

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.

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

Our systems and procedures for internal control over financial reporting or the disclosure controls related to them may in the future have material weaknesses, which may adversely affect the value of our common stock.

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To maintain and improve our controls and procedures, we must commit significant resources, may be required to hire additional staff and need to continue to provide effective management oversight, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Federal and state regulatory agencies have the authority following significant health and safety incidents, such as fatalities, to order a facility to be temporarily or permanently closed.

If this were to occur, we may be required to incur capital expenditures to re-open the facility.

However, our customers may challenge our issuances of force majeure notices.

Any of these actions could have a material adverse effect on our business and results of operations.

federal income tax provisions currently available with respect to coal percentage depletion and exploration and development may be eliminated by future legislation.

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These proposals have included, but are not limited to:

(1) the elimination of current deductions, the 60-month amortization period and the 10-year amortization period for exploration and development costs relating to coal and other hard mineral fossil fuels, (2) the repeal of the percentage depletion allowance with respect to coal properties and (3) the repeal of capital gains treatment of coal and lignite royalties.

treatment of coal and lignite royalties.

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.

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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.

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.

In the fourth quarter of 2024, we paid a stock repurchase excise tax of $4.7 million related to our share repurchase program, which was recorded in treasury stock at cost.

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

tax rates increase or the FDII deduction is eliminated or reduced our provision for income taxes, results of operations, net income, and cash flows could be adversely affected.

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

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For the year ended December 31, 2024, 90% of our coal volume was transported from our shipping points to a vessel loading point or customer location by rail.

Deterioration in the reliability of the service provided by rail carriers because of, for example, insufficient allocation of resources to us by rail companies or a strike by railroad workers, would result in increased internal coal handling costs and decreased shipping volumes.

Deterioration in the reliability of the service provided by rail carriers because of, for example, insufficient allocation of resources to us by rail companies or a strike by railroad workers, could result in increased internal coal handling costs and decreased shipping volumes.

If we were unable to find alternatives, our business would be adversely affected, possibly materially.

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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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Several states in which we operate consider changes in workers’ compensation laws from time to time, which, if enacted, could adversely affect us.

In addition, the U.S.

Department of Labor has a legislative directive to periodically review operators’ financial standing and federal black lung liabilities, which could result in a substantial increase in required security, negatively impacting liquidity.

The Department of Labor has proposed for public comment new regulations which, if adopted, would substantially increase the collateral required to secure self-insured federal black lung obligations.

Under the proposed 120% minimum collateral requirement, we estimate we could be required to provide approximately $80.0 million to $100.0 million of collateral to secure certain of our black lung obligations.

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.

In addition, the DOL has a legislative directive to periodically review operators’ financial standing and federal black lung liabilities, which could result in a substantial increase in required security, negatively impacting liquidity.

The DOL recently issued new regulations which substantially increase the collateral required to secure self-insured federal black lung obligations.

The new rules require 100% minimum collateral for black lung obligations.

If the final rules are not modified or stayed through legal action, we estimate we would be required to provide approximately $80.0 million to $100.0 million of collateral to secure certain of our black lung obligations.

The 2025 Final Regulation permits us to use combinations of letters of credit, surety bonds, and cash to meet the collateral requirement.

Our business requires substantial capital investment and maintenance expenditures, which we may be unable to provide.

Our business plan and strategy require substantial capital expenditures.

We require capital for, among other purposes, acquisition of surface rights, equipment and the development of our mining operations, capital renovations, maintenance and

expansions of plants and equipment and compliance with safety, health and environmental laws and regulations.

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.

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

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Our inability to meet our executive staffing requirements in the future could impair our growth and harm our business.

We contract with third parties to operate or reclaim certain of our mines, and our results of operations could be adversely affected if those third-party operators are ineffective.

We contract with third parties to operate certain of our mines.

Under those arrangements, we retain certain contractual rights of oversight over these mines, which are operated under our permits or leases, but we do not control, and our employees do not participate in, the day-to-day operations of these mines.

Operational difficulties at these mines, increased competition for contract miners from other coal producers and other factors beyond our control could affect the availability, cost and quality of coal produced for us by contractors.

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.

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

If these third parties fail to meet their obligations under those contracts or are otherwise ineffective, it could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.

Cybersecurity attacks, natural disasters, terrorist attacks and other similar crises or disruptions may negatively affect our business, financial condition and results of operations, or those of our customers and suppliers.

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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.

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.

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dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses will increase, which could materially adversely impact our profitability.

and global economies have recently experienced high levels of inflation.

If inflation were to remain at high levels for an extended period, or increase further, a related increase in our input costs could materially adversely affect our profitability.

and global economies recently experienced high levels of inflation.

If inflation were to return to higher levels for an extended period, a related increase in our input costs could materially adversely affect our profitability.

We purchase coal from third parties, for use in coal blending and for other purposes, for which ready substitutes may not be immediately available.

The failure of these third parties to provide coal in a timely fashion or a significant reduction in availability or an increase in the cost of these supplies could adversely affect our operations and increase our costs, which could adversely affect our operating results and cash flows.

A decline in demand for met coal would limit our ability to sell our high quality thermal coal as higher-priced met coal, which would reduce our revenues and profitability, and could affect the economic viability of some of our mines with higher operating costs.

A decline in demand for met coal could limit our ability to sell our high quality thermal coal as higher-priced met coal, which would reduce our revenues and profitability, and could affect the economic viability of some of our mines with higher operating costs.

We are able to mine, process and market some of our coal reserves as either met coal or high-quality thermal coal.

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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 business may 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, estimating the size and quality of reserves requires significant judgment and could prove to be inaccurate.

Although we have coal reserves that we believe could support current production levels for more than a decade, 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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If we are unable to replace or increase our coal reserves on acceptable terms, our production and revenues will decline as our reserves are depleted.

If we are unable to acquire surface rights to access our coal reserves, we may be unable to obtain a permit to mine coal we own and may be required to employ expensive techniques to mine around those sections of land we cannot access in order to access other sections of coal reserves, which could materially and adversely affect our business and our results of operations.

access other sections of coal reserves, which could materially and adversely affect our business and our results of operations.

After we acquire coal reserves, we are required to obtain a permit to mine the reserves through the applicable state agencies prior to mining the acquired coal.

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These factors could materially adversely affect the mining operations and cost structures of, and our customers’ ability to use coal produced by, our mines in Central Appalachia.

We contract with third parties to operate or reclaim certain of our mines, and our results of operations could be adversely affected if those third-party operators are ineffective.

We contract with third parties to operate certain of our mines.

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.

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

Estimates of our economically recoverable coal reserves and coal resources involve uncertainties, and any inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.

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For these reasons, estimates of the economically recoverable quantities and qualities attributable to any particular property, classifications of reserves and coal resources based on risk of recovery and estimates of net cash flows expected from particular reserves prepared by different engineers or by the same engineers at different times may vary substantially.

In addition, actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves and resources may vary materially from estimates.

In addition, actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves

and resources may vary materially from estimates.

Accordingly, our estimates may not accurately reflect our actual reserves and resources.

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Further, acquisition accounting rules require changes in certain assumptions made subsequent to the measurement period, as defined in current accounting standards, to be recorded in current period earnings, which could affect our results of operations.

Our business requires substantial capital investment and maintenance expenditures, which we may be unable to provide.

Our business plan and strategy require substantial capital expenditures.

We require capital for, among other purposes, acquisition of surface rights, equipment and the development of our mining operations, capital renovations, maintenance and expansions of plants and equipment and compliance with safety, health and environmental laws and regulations.

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

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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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.

On October 27, 2023, we entered into a new Credit Agreement (the “ABL Agreement”).

The ABL Agreement includes an asset-based revolving credit facility (the “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.

Pressure on our business, cash flow and liquidity could materially and adversely affect our ability to fund our business operations or react to and withstand changing market and industry conditions.

Additional sources of funds may not be available.

A significant source of liquidity is our cash balance.

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 ABL Facility.

The terms of our ABL Facility 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 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 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 ABL Agreement, of $75.0 million.

The ABL Facility matures on October 27, 2027.

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.

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 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.

Any failure to comply with those covenants may constitute a breach under the 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 ABL Facility.

As of December 31, 2024, we are in compliance with the operating and financial covenants under the ABL Facility.

Our inability in the future to maintain our 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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If we are unable to provide the financial assurance that is required by state and federal law to secure our reclamation and coal lease obligations, our ability to mine or lease coal and, as a result, our results of operations could be materially and adversely affected.

Pressure on our business, cash flow and liquidity could materially and adversely affect our ability to fund our business operations or react to and withstand changing market and industry conditions.

Additional sources of funds may not be available.

A significant source of liquidity is our cash balance.

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

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Our indebtedness could have important consequences to our business, particularly if the amount of our indebtedness should materially increase in the future.

For example, it could:

For example, indebtedness could:

• make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;

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• result in a downgrade in the credit ratings of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more restrictive covenants, all of which could affect our internal cost of capital estimates and therefore impact operational and investment decisions.

We may incur additional secured or unsecured indebtedness in the future, subject to compliance with covenants in our existing debt agreements.

We may incur additional secured or unsecured indebtedness in the future, subject to compliance with covenants in any existing debt agreements.

Our ability to meet future debt service obligations will depend on our future cash flow from operations and our ability to restructure or refinance our debt, which will depend on the condition of the capital markets and our financial condition at that time.

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The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, require application of significant resources and management attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we must comply with laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the New York Stock Exchange.

As a public company with securities listed on the New York Stock Exchange (“NYSE”), we must comply with laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the NYSE.

Complying with these statutes, regulations and requirements occupies a significant amount of time for our Board of Directors (the “Board”) and management and requires us to incur significant costs.

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• maintain a comprehensive compliance function;

• comply with rules promulgated by the New York Stock Exchange;

• comply with rules promulgated by the NYSE;

• prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

• maintain internal policies;

• maintain internal controls and policies;

• engage outside counsel and accountants in the above activities.

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 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.

The total authorization to repurchase the Company’s stock under the existing common share repurchase program adopted by the Company’s Board of Directors on March 4, 2022 is $1.5 billion.

As of December 31, 2024, $401.3 million of the originally authorized amount remained available for additional repurchases.

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.

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

Dividends on our common stock are only payable if declared by the Board and permitted by Delaware law and we are not required to declare dividends at all.

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

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In addition, even if the Board wishes to declare a dividend, we cannot make payments of cash in respect of dividends to the extent such payments are not permitted under Delaware law.

If we do not declare and pay dividends on our common stock as expected, the market price of our common stock is likely to be adversely affected.

An active, liquid and orderly trading market for our common stock may not be maintained, and our stock price may be volatile.

Alpha’s common stock trades on the New York Stock Exchange under the ticker symbol “AMR.” Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders.

Alpha’s common stock trades on the NYSE under the ticker symbol “AMR.” Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders.

An active, liquid and orderly trading market for our common stock may not be maintained, however.

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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, 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.

Future issuances of our common stock in the public market, or the perception that such issuances 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 or, for example, in connection with an acquisition.

We cannot predict the size or timing of future issuances, if any, or the effect that any future issuances and sales may have on the market price of our common stock.

We may issue preferred stock with terms that could adversely affect the voting power or value of our common stock.

Our second amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as the Board may determine.

Our certificate of incorporation, as amended, authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as the Board may determine.

The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock.

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Provisions contained in our certificate of incorporation and bylaws, as amended, could impose impediments to the ability of a third party to acquire us even if a change of control would be beneficial to our stockholders.

Provisions of our certificate of incorporation and bylaws impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions.

These documents contain provisions imposing various procedural and other requirements which could make it more difficult for stockholders to effect certain corporate actions.

For example, our certificate of incorporation authorizes the Board to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock without any vote or action by our stockholders.

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These provisions may have the effect of delaying or deterring a change of control of our company and could limit the price that certain investors might be willing to pay in the future for shares of our common stock.

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.

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

Further, our borrowing arrangements currently, and may in the future, 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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(iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation (including any certificate of designations relating to any class or series of preferred stock) or our bylaws;

or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine.

or (iv) any action asserting a claim against us, any director or

our officers or employees that is governed by the internal affairs doctrine.

This provision does not apply to suits brought to enforce a duty or liability under the Exchange Act or any other claim for which the U.S.

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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