What changed in this filing

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Item 2. Properties

2023-02-24 compared with 2022-02-25 · 85 added, 75 removed, 412 unchanged (28% of the section changed)

19 unchanged sentences

● assumptions concerning future coal prices, operating costs, capital expenditures, severance and excise taxes, and development and reclamation costs.

Each of the factors which impacts reserve and resource estimation may vary considerably from the assumptions used in making the estimation and, as a result, the estimates in this report may not accurately reflect our actual coal reserves and resources.

Actual production, revenues and expenditures with respect to our coal reserves will likely vary from the assumptions used in these estimates, and these variances may be material.

Government regulations and other pressures may result in closure of coal-fired electric generating plants earlier than assumed.

Actual production, revenues and expenditures with respect to the coal reserves will likely vary from the assumptions used in these estimates, and these variances may be material.

Government regulations and other pressures may result in the closure of coal-fired electric generating plants earlier than assumed.

Such changes would reduce the economic viability of our mining operations and could have a material adverse impact on our operations and financial results.

Additionally, the estimates of coal reserves and resources may be adversely affected in future fiscal periods by the SEC's recent rule amendments revising property disclosure requirements for publicly traded coal mining companies, with which we are complying for the first time in this report.

Under SEC rules, a mineral resource is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.

2 unchanged sentences

More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Our coal mineral resource and reserve estimates included in this Annual Report on Form 10-K were prepared by an independent, qualified engineering firm, RESPEC Company, LLC ("RESPEC").

The coal mineral resource and reserve estimates included in this Annual Report on Form 10-K were prepared by an independent, qualified engineering firm, RESPEC Company, LLC ("RESPEC").

We provided RESPEC with property control, mine plans, production, revenue, costs, capital, and other information considered by RESPEC in making their estimates.

As part of our internal controls, our geologists and engineers review the integrity, accuracy, and timeliness of the data provided to RESPEC that they considered in calculating their coal mineral resource and reserve estimates.

We also review the geologic data, mining assumptions, and methodology used by RESPEC to estimate our coal mineral

resources and reserves.

We also review the geologic data, mining assumptions, and methodology used by RESPEC to estimate our coal mineral resources and reserves.

Our geologists and engineers also met with RESPEC periodically during the year to discuss the assumptions and methods used in the coal mineral resource and reserve estimation process.

RESPEC, an independent third-party engineering firm, does not own an interest in any of our properties and is not employed on a contingent basis.

RESPEC's Technical Report Summaries for each of our material mining operations are included as exhibits to this Annual Report on Form 10-K.

RESPEC prepared the initial Technical Report Summary ("TRS") for each of our material mining properties.

The TRSs will be updated when there are material changes to the coal mineral reserve or resource estimates.

The most recent TRSs for our material mining operations are included as exhibits to our Annual Report on Form 10-K.

Summary of Coal Mineral Resources and Reserves

Coal Mineral Resources

Most of our coal properties designated as mineral resources are of thickness, quality, and mineability similar to that of our mineral reserves, and all are proximal to existing infrastructure such as power, water, transportation, facilities, etc.

Most of our coal properties designated as mineral resources are of thickness, quality, and mineability similar to that of the mineral reserves, and all are proximal to existing infrastructure such as power, water, transportation, facilities, etc.

However, we have not completed pre-feasibility or feasibility studies with respect to our coal properties designated as mineral resources, as is required to convert the mineral resources into mineral reserves.

There is no certainty that all or any part of our mineral resources will be converted into mineral reserves.

There is no certainty that all or any part of the mineral resources will be converted into mineral reserves.

The following table sets forth our coal mineral resources, exclusive of coal mineral reserves, at December 31, 2022:

Resources (tons in

Content (Btus

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Resource Classification

Resources (tons in millions)

Illinois Basin

1 unchanged sentence

Sebree South (KY)

Gibson South (IN)

Hamilton County (IL)

1 unchanged sentence

Mountain View (WV)

Tunnel Ridge (WV)

Penn Ridge (PA)

1 unchanged sentence

At December 31, 2022, we had approximately 1.165 billion tons of coal mineral resources.

Tonnages are reported on a clean recoverable basis with pricing based on available third party forecasts and historical pricing adjusted for quality at the end of 2021 ranging from $36.00 to $67.00 per short ton, which are the prices used by RESPEC to estimate the amount of coal mineral resources.

Tonnages are reported on a clean recoverable basis with average long-term pricing based on available third-party forecasts and historical pricing adjusted for quality at the end of 2022 in a range from approximately $62 to $68 per short ton in the Illinois Basin and from approximately $71 to $98 per short ton in the Appalachian Basin, which are the prices used by RESPEC to estimate the amount of coal mineral resources.

Coal sales prices vary based on coal quality, access to transportation, and other factors at each location.

All resources are classified as underground mineable in the exploration stage.

Coal Mineral Reserves

Our reserves are assigned to our active operations and are (1) currently in production, (2) economically viable, and (3) meet the other requirements to be considered reserves as defined by the SEC.

Reserves are assigned to our active operations and are (1) currently in production, (2) economically viable, and (3) meet the other requirements to be considered reserves as defined by the SEC.

The following table sets forth coal mineral reserve information, exclusive of the coal mineral resources above, at December 31, 2022, about our coal operations:

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On December 31, 2022, we had approximately 580.7 million tons of coal mineral reserves.

Coal sales prices vary based on coal quality, access to transportation, and other factors at each location.

All reserves are classified as underground mineable in the production stage.

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Illinois Basin Operations

CSX, PAL, truck, barge

CSX, NS, PAL, truck, barge

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CSX, EVW, NS, barge

Gibson (North) (1)

CSX, NS, truck, barge

Gibson (South)

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Please see Coal Mineral Resources and Coal Mineral Reserves sections above for information about the coal mineral resources and reserves held by these material properties.

In addition to the following information, Technical Report Summaries for these material properties with additional information are included as exhibits to this Annual Report on Form 10-K.

In addition to the following information, TRSs for these material properties with additional information are included as exhibits to this Annual Report on Form 10-K.

Henderson/Union

The Henderson/Union Resources are located in Henderson and Union counties, Kentucky at 37°44'30"N, -87°46'07"W and currently have control in over 1,600 tracts encompassing over 127,000 acres.

The Henderson/Union Resources are located in Henderson and Union counties, Kentucky at 37°44'30"N, -87°46'07"W and we currently have control in over 1,600 tracts encompassing over 127,000 acres.

The property is controlled through both fee ownership and leases of the coal.

Existing and proposed facilities are on controlled land.

The coal mineral resources are controlled by Alliance Resource Properties.

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for more information about advanced royalties that Henderson/Union has with WKY CoalPlay.

Though there is geographic overlap between the Henderson-Union and River View properties, the resources and reserves of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.

There is no overlap in the resource / reserve estimation.

The Henderson/Union property contains resources in four seams, the West Kentucky No.

11 (WKY11), the West Kentucky No.

9 (WKY9), the West Kentucky No.

7 (WKY7), and the West Kentucky No.

11 ("WKY11"), the West Kentucky No.

9 ("WKY9"), the West Kentucky No.

7 ("WKY7"), and the West Kentucky No.

6 ("WKY6").

Island Creek Coal Company ("Island Creek") operated mines in the area and controlled a portion of the property.

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We consolidated control of the property through multiple transactions from 2005 through 2015.

Island Creek operated the Ohio #11 and Uniontown #9 mines.

Island Creek operated the

Ohio #11 and Uniontown #9 mines.

Island Creek also operated the Hamilton #1 and #2 mines in Kentucky.

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No mining has occurred on the property in the WKY7 or WKY6 seams.

Approximately 1,050 exploration holes have been drilled within and adjacent to the Henderson/Union area to assess thickness and mineability of the WKY11, WKY9, WKY7, and WKY6 seams.

From these holes, over 410 samples were collected and analyzed to determine coal quality characteristics.

Also, over 150 oil/gas well geophysical logs drilled by various companies have been interpreted to supplement the exploration drilling.

In general, all drilling has shown highly consistent coal seams of mineable thickness and quality for the high-sulfur thermal utility market.

Our revolving credit facility is secured by, among other things, liens against certain Henderson/Union surface properties and coal leases.

Our credit facility is secured by, among other things, liens against certain Henderson/Union surface properties and coal leases.

Documentation of such liens is of record in the Offices of the Henderson and Union County Clerks.

1 unchanged sentence

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our revolving credit facility.

The Kentucky Department of Natural Resources ("KYDNR"), Division of Mine Permits ("DMP") is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

for more information on our credit facility.

The Kentucky Department of Natural Resources ("KYDNR"), Division of Mine Permits ("DMP") is responsible for the review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

In addition to state mining and reclamation laws, operators must comply with various federal laws relevant to mining.

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The mine is controlled through both fee ownership and leases of the coal.

The coal mineral reserves are leased or held for lease to River View by Alliance Resource Properties.

The coal mineral reserves are leased or held for lease to River View almost exclusively by Alliance Resource Properties.

River View either owns or controls the surface properties upon which its facilities are located including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

The coal mineral reserves currently assigned to and controlled by River View are pursuant to a 2009 Coal Lease and Sublease Agreement from Alliance Resource Properties.

The base leases are with private owners and generally provide for a term that can be extended until exhaustion of the leased coal.

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Total book value of the property and any associated plant and equipment for River View as of December 31, 2022 was $229.0 million.

Though there is geographic overlap between River View and the Henderson-Union properties, the reserves and resources of each are associated with different coal seams or, if in the same seam, are separated by existing mine works or geologic features into distinct areas.

There is no overlap in the resource / reserve estimation.

Island Creek operated mines in the area and controlled a portion of the property.

6 unchanged sentences

Both the WKY9 and WKY11 seams were mined at these locations.

Approximately 630 exploration holes penetrate the WKY11 seam and about 450 holes penetrate the WKY9 seam within and adjacent to the River View resource/reserve area to assess thickness, quality, and mineability of the seams.

River View has drilled over 80 holes on the property to supplement the historic data.

Also, over 300 oil/gas well geophysical logs drilled by various companies have been interpreted to supplement the exploration drilling.

Our revolving credit facility is secured by, among other things, liens against certain River View surface properties and coal leases.

In general, all drilling has shown highly consistent coal seams of mineable thickness and quality for the high-sulfur thermal utility market.

Our credit facility is secured by, among other things, liens against certain River View surface properties and coal leases.

Documentation of such liens is of record in the Office of the Union County Clerk.

1 unchanged sentence

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our revolving credit facility.

for more information on our credit facility.

7 unchanged sentences

River View extracts coal underground from the West Kentucky No.

9 seams at depths ranging from 200 to 500 feet.

9 seams with depths ranging from 200 to 500 feet across the reserve.

The table below summarizes mineral reserves as of December 31, 2022 using a cut off thickness of 4.00 feet:

Quality, Washed, Dry Basis

Tons (millions)

Tons (in millions)

Thickness (ft)

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Total Mineral Reserves

Due to the level of geologic certainty, all resources were classified as either measured or indicated and were converted to reserves.

There were no inferred resources associated with the property.

The River View mine had 214.6 million tons of coal mineral reserves at the end of 2021.

1 unchanged sentence

River View Yearly Reserve Reconciliation

(in millions)

Tons as of December 31, 2021

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Normal course adjustments are associated with numerous slight changes in the geologic model.

Hamilton, a longwall mine located in Hamilton County, Illinois at 38°10'12”N, -88°36'47"W, currently has approximately 10,500 underground acres and 1,300 surface acres permitted.

Hamilton, a longwall mine located in Hamilton County, Illinois at 38°10'12"N, -88°36'47"W, currently has approximately 10,500 underground acres and 1,300 surface acres permitted.

The mine property is controlled through both fee ownership and leases of the coal.

1 unchanged sentence

Hamilton either owns or controls the surface properties upon which its facilities are located including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

Hamilton (or Alliance WOR Properties) currently controls approximately 53,348 acres of coal mineral reserves and resources and subsidence rights, and 1,400 acres of surface properties.

The underlying base coal leases are with private owners and are comprised of a large number of leases originally taken by AMAX Coal Company and Old Ben Coal Company ("Old Ben") in the mid to late 1970’s and early 1980’s (the "Old Ben Leases"), leases acquired by Consolidation Coal Company in the late 1980’s (the "Consol Leases"), and subsequent leases taken directly by White Oak Resources, LLC or affiliated companies and/or Alliance WOR Properties.

Hamilton (or Alliance WOR Properties) currently holds rights to over 67,000 gross acres of coal mineral reserves and resources and subsidence rights, and 1,400 acres of surface properties.

The underlying base coal leases are with private owners and are comprised of a large number of leases originally taken by AMAX Coal Company and Old Ben Coal Company ("Old Ben") in the mid to late 1970's and early 1980's (the "Old Ben Leases"), leases acquired by Consolidation Coal Company in the late 1980's (the "Consol Leases"), and subsequent leases

taken directly by White Oak Resources, LLC or affiliated companies and/or Alliance WOR Properties.

Local infrastructure is as follows:

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There were no previous operations on the Hamilton reserves property prior to our predecessor, White Oak Resources LLC, who began construction of the mine in 2011.

Over 180 exploration holes have been drilled in the Hamilton reserve area by other companies to assess thickness, quality, and mineability of the Herrin and Harrisburg seams.

White Oak Resources LLC drilled over 90 holes in the reserve area starting in 2008.

Also, over 70 oil/gas well geophysical logs drilled by various companies have been interpreted to supplement the exploration drilling.

Our revolving credit facility is secured by, among other things, liens against certain Hamilton surface properties, coal leases and owned coal.

In general, all drilling has shown highly consistent coal seams of mineable thickness and quality for the high-sulfur thermal utility market for the Herrin and Springfield seams.

Our credit facility is secured by, among other things, liens against certain Hamilton surface properties, coal leases and owned coal.

Documentation of such liens is of record in the Office of the Hamilton County Clerk.

1 unchanged sentence

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our revolving credit facility.

for more information on our credit facility.

The Consol Leases are encumbered by an overriding royalty payable to Sustainable Conservation, Inc.

4 unchanged sentences

Geology and Reserves

Hamilton extracts coal underground from the Herrin (Illinois No.6) seam at depths ranging from 900 to 1100 feet.

Hamilton extracts coal underground from the Herrin (Illinois No.6) seam with depths ranging from 900 to 1100 feet across the reserve.

The table below summarizes mineral reserves as of December 31, 2022 using a cut off thickness of 4.00 feet:

Quality, Washed, Dry Basis

Tons (millions)

Tons (in millions)

Thickness (ft)

3 unchanged sentences

Total Mineral Reserves

Resources associated with Hamilton County are included in the Coal Mineral Resources table above.

The Hamilton mine had 128.5 million tons of coal mineral reserves at the end of 2021.

1 unchanged sentence

Hamilton County Yearly Reserve Reconciliation

(in millions)

Tons as of December 31, 2021

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The mine property is controlled through both fee ownership and leases of the coal.

Gibson South holds rights to approximately 21,600 gross acres of coal.

Gibson South holds rights to over 21,000 gross acres of coal.

Leases generally have an initial term with automatic extensions for as long as mining operations are conducted within a described area.

12 unchanged sentences

In November 1997, pursuant to (a) Assignment of Underground Coal Leases, (b) Partial Assignment of Underground Coal Leases and (c) Special Corporate Warranty Deed, Old Ben conveyed to MAPCO Land & Development Corporation various coal leases and fee coal interests within a large property boundary located in Gibson County, Indiana.

MAPCO Land & Development Corporation changed its name to MAPCO Coal Land & Development Corporation, and MAPCO Coal Land & Development Corporation merged into Alliance Properties, LLC (“Alliance Properties”) effective August 4, 1999.

Old Ben ran large exploration programs across multiple years to examine thickness, mineability, and quality, drilling a total of 137 holes.

Another 73 holes were drilled in the western area of the property by owners of an adjacent mine.

After the original Old Ben acquisition, Alliance Properties and Gibson County Coal continued to acquire additional coal leases and fee coal interests in the area.

1 unchanged sentence

Alliance Properties merged into Gibson County Coal on February 19, 2018.

Our revolving credit facility is secured by, among other things, liens against certain Gibson County Coal surface properties, coal leases and owned coal.

The King's Mine operated to the east and the Wabash Mine operated to the west of the reserve area.

In general, all drilling has shown a highly consistent coal seam of mineable thickness and quality for the high-sulfur thermal utility market.

Our credit facility is secured by, among other things, liens against certain Gibson County Coal surface properties, coal leases and owned coal.

Documentation of such liens is of record in the Office of the Recorder of Gibson County, Indiana.

1 unchanged sentence

Financial Statements and Supplementary Data—Note 8 – Long-term Debt"

for more information on our revolving credit facility.

for more information on our credit facility.

Accounts receivable generated from the sale of coal mined from this property are collateral for our accounts receivable securitization facility, evidenced by financing statements of record in the Office of the Recorder of Gibson County, Indiana.

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Geology and Reserves

Gibson South extracts coal underground from the Springfield (Indiana No.5) seam at depths ranging from 450 to 650 feet.

The table below summarizes mineral reserves as of 12/31/21 using a cut off thickness of 4.00 feet:

Gibson South extracts coal underground from the Springfield (Indiana No.5) seam with depths ranging from 450 to 650 feet across the reserve.

The table below summarizes mineral reserves as of December 31, 2022 using a cut off thickness of 4.00 feet:

Quality, Washed, Dry Basis

Tons (millions)

Tons (in millions)

Thickness (ft)

2 unchanged sentences

Total Mineral Reserves

Resources associated with Gibson South are included in the Coal Mineral Resources table above.

The Gibson South mine had 52.6 million tons of coal mineral reserves at the end of 2021.

1 unchanged sentence

Gibson South Yearly Reserve Reconciliation

(in millions)

Tons as of December 31, 2021

7 unchanged sentences

The mine property is controlled through both fee ownership and leases of the coal.

The vast majority of the coal mined and to be mined by Tunnel Ridge is leased from the Joseph W.

Craft III Foundation and the Kathleen S.

Craft Foundation.

The coal mined and to be mined by Tunnel Ridge is leased from the Joseph W.

Craft III Foundation, the Kathleen S.

Craft Foundation, Alliance Resource Properties and third parties.

Please read "Item 8.

Financial Statements and Supplemental Data - Note 22 – Related-Party Transactions"

for additional information on this lease.

for additional information on related-party leases.

Tunnel Ridge either owns or controls the surface properties upon which its facilities are located, including the preparation plant, refuse areas, mine offices, conveyor systems, shafts and slopes.

3 unchanged sentences

Tunnel Ridge on the Ohio River,

Ohio County Water District and mine sources,

Municipal water districts and mine sources,

American Electric Power (AEP), West Penn Power (WPP)

2 unchanged sentences

The mine began production in 2010.

All equipment, facilities, infrastructure, and underground development are in good working order and maintained to industry standards.

All equipment, facilities, infrastructure, and underground development are in good

working order and maintained to industry standards.

Total book value of the property and any associated plant and equipment for Tunnel Ridge as of December 31, 2022 was $271.2 million.

Valley Camp Coal Company ("Valley Camp") operated mines on the property prior to Tunnel Ridge's operations.

Valley Camp drilled 24 exploration holes in and adjacent to the reserve area to check thickness, quality, and mineability of the Pittsburgh No.

Tunnel Ridge accounts for over 80 of the remaining holes.

Also, Tunnel Ridge has collected over 600 channel samples to supplement the exploration drilling.

Our revolving credit facility is secured by, among other things, liens against certain Tunnel Ridge surface properties, coal leases and owned coal.

Valley Camp Coal Company operated mines on the property prior to Tunnel Ridge's operations.

In general, all drilling has shown a highly consistent coal seam of mineable thickness and quality for the high-sulfur thermal utility market.

Our credit facility is secured by, among other things, liens against certain Tunnel Ridge surface properties, coal leases and owned coal.

Documentation of such liens is of record in the Office of the County Commission of Ohio County, West Virginia and the Office of the Recorder of Deeds of Washington County, Pennsylvania.

1 unchanged sentence

Financial Statements and Supplementary Data — Note 8 – Long-term Debt"

for more information on our revolving credit facility.

for more information on our credit facility.

6 unchanged sentences

Within the WVDEP, the Division of Mining and Reclamation is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

For operations in Pennsylvania, the Pennsylvania Department of Environmental Protection (PADEP) is the regulatory authority over mining activities.

For operations in Pennsylvania, the Pennsylvania Department of Environmental Protection ("PADEP") is the regulatory authority over mining activities.

Within the PADEP, the Bureau of District Mining Operations is responsible for review and issuance of all permits relative to coal mining and reclamation activities, and financial assurance of comprehensive environmental protection performance standards related to surface and underground coal mining operations.

Geology and Reserves

Tunnel Ridge extracts coal underground from the Pittsburgh No.8 seam at depths ranging from 300 to 800 feet.

Tunnel Ridge extracts coal underground from the Pittsburgh No.8 seam with depths ranging from 300 to 975 feet across the reserve.

The table below summarizes mineral reserves as of December 31, 2022 using a cut off thickness of 4.00 feet:

Quality, Washed, Dry Basis

Tons (millions)

Tons (in millions)

Thickness (ft)

2 unchanged sentences

Total Mineral Reserves

Resources associated with Tunnel Ridge are included in the Coal Mineral Resources table above.

The Tunnel Ridge mine had 53.7 million tons of coal mineral reserves at the end of 2021.

1 unchanged sentence

Tunnel Ridge Yearly Reserve Reconciliation

(in millions)

Tons as of December 31, 2021

Mineral Acquisition / Deletion (1)

Mine Plan Adjustment

Normal Course Adjustments

Tons as of December 31, 2022

(1) See updated TRS for Tunnel Ridge at Exhibit 96.5 to this Annual Report on Form 10-K reflecting the material change to reserves during 2022.

Oil & Gas Reserves

20 unchanged sentences

Beginning balance, January 1, 2022

Sales of PUDs

Acquisitions of proved undeveloped reserves

Transfers of PUDs to estimated proved developed

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For the year ended December 31, 2022, 43.9% of our production and 66.1% of our oil & gas revenues were related to oil production and sales, respectively.

The following table sets forth information regarding production of oil & gas and certain price and cost information for each of the periods indicated:

The following table sets forth information regarding production of oil & gas including our equity investment in AllDale III and certain price and cost information for each of the periods indicated:

Year Ended December 31,

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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 2. Properties