Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls
We maintain a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our CEO and CFO as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our CEO and CFO of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective for the purposes discussed above.
Management’s Annual Report on Internal Control over Financial Reporting (ICFR)
Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate ICFR. Our ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, ICFR may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Management evaluated the effectiveness of our ICFR based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
Our management evaluated, with the participation of our CEO and CFO, the effectiveness of our ICFR as of December 31, 2024. Based on that evaluation, our management concluded that our ICFR was effective at December 31, 2024.
Grant Thornton LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report that is included herein.
There were no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Hallador Energy Company
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Hallador Energy Company (a Colorado corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 17, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
March 17, 2025
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ITEM 9B. OT HER INFO RMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
PART III
Pursuant to paragraph 3 of General Instruction G to Form 10-K, the information required by Items 10 through 14 of Part III of this Report is incorporated by reference from our definitive proxy statement, which is to be filed pursuant to Regulation 14A within 120 days after the end of our fiscal year ended December 31, 2024.
The Company has adopted a Code of Ethics for Senior Officers that applies to its chief executive officer, chief
financial officer, and other financial executives. A copy of the Company’s Code of Ethics for Senior Officers is
filed as Exhibit 14.1 to this Annual Report on Form 10-K.
The Company’s Insider Trading Policy governing, among other things, the purchase, sale, and/or other
disposition of its securities by directors, officers and employees of the Company is reasonably designed to
promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. This policy is
included as Exhibit 19.1 to this Annual Report on Form 10-K.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See Item 8 for an index of our financial statements.
Our exhibit index is as follows:
1.1
At Market Issuance Sales Agreement, dated December 18, 2023, between Hallador Energy Company and B. Riley Securities, Inc. (4)
3.1
Second Restated Articles of Incorporation of Hallador Energy Company effective December 24, 2009 (1)
3.2
By-laws of Hallador Energy Company, effective December 24, 2009 (2)
4.1
Description of Securities (3)
10.1
Fourth Amended and Restated Loan Agreement dated August 2, 2023 (5)
10.2
First Amendment to Fourth Amended and Restated Loan Agreement dated as of September 27, 2024 (6)
10.3
Second Amendment to Fourth Amended and Restated Loan Agreement dated as of October 23, 2024 (7)
10.4
Amended and Restated Hallador Energy Company 2008 Restricted Stock Unit Plan (8)
10.5
Form of Hallador Energy Company Restricted Stock Unit Issuance Agreement (8)
10.6
2022 Executive Officer Compensation Plan++ (9)
10.7
2024 Executive Officer Compensation Plan * ++
10.8
Asset and Purchase Agreement dated February 14, 2022 (10)
14.1
Code of Ethics for Senior Executive Officers*
19.1
Insider Trading Policy *
21.1
List of Subsidiaries*
23.1
Consent of Grant Thornton LLP*
23.2
Consent of John T. Boyd Company*
31.1
SOX 302 Certification - President and CEO*
31.2
SOX 302 Certifications - CFO*
32.1
SOX 906 Certification*
95.1
Mine Safety Disclosure *
96.1
Technical Report Summary (Coal Resources and Coal Reserves, Oaktown Mining Complex), dated March 2025*
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Schema Document*
101.CAL
Inline XBRL Calculation Linkbase Document*
101.LAB
Inline XBRL Labels Linkbase Document*
101.PRE
Inline XBRL Presentation Linkbase Document*
101.DEF
Inline XBRL Definition Linkbase Document*
104*
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
(1)
IBR to Form 8-K dated December 31, 2009
(2)
IBR to Form 10-K/A amendment 1, filed June 12, 2020
(3)
IBR to Form 10-K filed March 9, 2020
(4)
IBR to Form 8-K filed December 18, 2023
(5)
IBR to Form 10-Q filed on August 7 , 2023
(6)
IBR to Form 8-K filed on October 3 , 2024
(7)
IBR to Form 10-Q filed on November 11, 2024
(8)
IBR to Form DEF 14A dated April 12, 2017
(9)
IRB to Form 10-Q filed November 14, 2022
(10)
IBR to Form 8-K/A filed March 11 , 2022
(11)
IBR to Form 10- K filed March 14 , 2024
*
Filed herewith.
++
Management Agreements
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ITEM 16. FORM 10-K SUMMARY.
As this item is optional, no summary is presented.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HALLADOR ENERGY COMPANY
Date: March 17, 2025
/s/MARJORIE HARGRAVE
Marjorie Hargrave, CFO (Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/DAVID HARDIE
David Hardie
Director
March 17, 2025
/s/BRYAN LAWRENCE
Bryan Lawrence
Director
March 17, 2025
/s/BRENT BILSLAND
Brent Bilsland
Board Chairman, President and CEO
March 17, 2025
/s/DAVID J. LUBAR
David J. Lubar
Director
March 17, 2025
/s/ZARRELL GRAY
Zarrell Gray
Director
March 17, 2025
/s/CHARLES WESLEY, IV
Charles Wesley, IV
Director
March 17, 2025
101