SEC Filing | Arch Resources, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 1-13105

Arch Resources, Inc.

(Exact name of registrant as specified in its charter)


Delaware		43-0921172
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)


One CityPlace Drive
Suite 300
St. Louis
Missouri		63141
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code: (314) 994-2700 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, $.01 par value	ARCH	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At October 31, 2024 there were 18,108,609 shares of the registrant’s common stock outstanding.

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TABLE OF CONTENTS


	Page
Part I FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	42
Item 4. Controls and Procedures	42
Part II OTHER INFORMATION	43
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 4. Mine Safety Disclosures	47
Item 5. Other Information	47
Item 6. Exhibits	48
Signatures	54

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Part I

FINANCIAL INFORMATION

Item 1.Financial Statements.

Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share data)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(Unaudited)				(Unaudited)
Revenues	$	617,899	$	744,601	$	1,906,840	$	2,371,826
Costs, expenses and other operating
Cost of sales (exclusive of items shown separately below)		558,596		596,889		1,655,003		1,774,753
Depreciation, depletion and amortization		40,890		36,717		118,149		108,273
Accretion on asset retirement obligations		5,869		5,292		17,608		15,877
Selling, general and administrative expenses		20,603		24,279		68,708		73,092
Merger related costs		7,002		—		7,002		—
Severance costs related to voluntary separation plan		6,649		—		6,649		—
Other operating income, net		(5,461)		(2,858)		(23,854)		(10,037)
		634,148		660,319		1,849,265		1,961,958

Income (loss) from operations		(16,249)		84,282		57,575		409,868

Interest expense, net
Interest expense		(3,912)		(3,120)		(12,161)		(10,783)
Interest and investment income		5,665		4,803		17,168		12,340
		1,753		1,683		5,007		1,557

Income (loss) before nonoperating expenses		(14,496)		85,965		62,582		411,425

Nonoperating expense
Non-service related pension and postretirement benefit credits		1,667		4,507		1,096		5,692
Net loss resulting from early retirement of debt		—		—		—		(1,126)
		1,667		4,507		1,096		4,566

Income (loss) before income taxes		(12,829)		90,472		63,678		415,991
(Benefit from) provision for income taxes		(6,608)		16,781		(887)		66,839
Net income (loss)	$	(6,221)	$	73,691	$	64,565	$	349,152

Net income (loss) per common share
Basic earnings (loss) per share	$	(0.34)	$	4.05	$	3.55	$	19.20
Diluted earnings (loss) per share	$	(0.34)	$	3.91	$	3.50	$	18.12
Weighted average shares outstanding
Basic weighted average shares outstanding		18,097		18,187		18,180		18,189
Diluted weighted average shares outstanding		18,097		18,840		18,450		19,270
Dividends declared per common share	$	0.25	$	3.97	$	3.01	$	9.53

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(Unaudited)					(Unaudited)
Net income (loss)	$	(6,221)	$	73,691	$	64,565	$	349,152

Pension, postretirement and other post-employment benefits
Comprehensive loss before tax		(2,006)		(9,770)		(6,018)		(15,560)
Provision for income taxes		427		2,147		1,281		3,419
		(1,579)		(7,623)		(4,737)		(12,141)
Available-for-sale securities
Comprehensive income before tax		192		54		201		15
Provision for income taxes		(41)		(12)		(43)		(4)
		151		42		158		11

Total other comprehensive loss		(1,428)		(7,581)		(4,579)		(12,130)
Total comprehensive income (loss)	$	(7,649)	$	66,110	$	59,986	$	337,022

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share data)


	September 30, 2024		December 31, 2023
Assets		(Unaudited)
Current assets
Cash and cash equivalents	$	219,595	$	287,807
Short-term investments		36,347		32,724
Restricted cash		1,100		1,100
Trade accounts receivable (net of $0 allowance at September 30, 2024 and December 31, 2023)		239,994		273,522
Other receivables		8,580		13,700
Inventories		235,091		244,261
Other current assets		47,716		64,653
Total current assets		788,423		917,767
Property, plant and equipment, net		1,238,534		1,228,891
Other assets
Deferred income taxes		126,608		124,024
Equity investments		23,088		22,815
Fund for asset retirement obligations		147,932		142,266
Other noncurrent assets		46,293		48,410
Total other assets		343,921		337,515
Total assets	$	2,370,878	$	2,484,173

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	153,189	$	205,001
Accrued expenses and other current liabilities		112,767		127,617
Current maturities of debt		126,897		35,343
Total current liabilities		392,853		367,961
Long-term debt		—		105,252
Asset retirement obligations		267,486		255,740
Accrued pension benefits		816		878
Accrued postretirement benefits other than pension		46,530		47,494
Accrued workers’ compensation		158,902		154,650
Other noncurrent liabilities		60,337		72,742
Total liabilities		926,924		1,004,717
Stockholders' equity
Common stock, $0.01 par value, authorized 300,000 shares, issued 30,805 and 30,557 shares at September 30, 2024 and December 31, 2023, respectively		308		306
Paid-in capital		764,202		720,029
Retained earnings		1,839,125		1,830,018
Treasury stock, 12,701 and 12,197 shares at September 30, 2024 and December 31, 2023, respectively, at cost		(1,193,884)		(1,109,679)
Accumulated other comprehensive income		34,203		38,782
Total stockholders’ equity		1,443,954		1,479,456
Total liabilities and stockholders’ equity	$	2,370,878	$	2,484,173

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)


	Nine Months Ended September 30,
	2024		2023

Operating activities		(Unaudited)
Net income	$	64,565	$	349,152
Adjustments to reconcile to cash from operating activities:
Depreciation, depletion and amortization		118,149		108,273
Accretion on asset retirement obligations		17,608		15,877
Deferred income taxes		(1,345)		66,561
Employee stock-based compensation expense		15,819		19,699
Amortization relating to financing activities		2,168		1,317
Gain on disposals and divestitures, net		(213)		(714)
Reclamation work completed		(6,038)		(17,642)
Contribution to fund for asset retirement obligations		(5,667)		(4,421)
Changes in:
Receivables		39,936		(49,950)
Inventories		9,169		(10,199)
Accounts payable, accrued expenses and other current liabilities		(62,824)		(31,241)
Income taxes, net		258		(999)
Other		20,774		8,105
Cash provided by operating activities		212,359		453,818
Investing activities
Capital expenditures		(126,888)		(121,030)
Minimum royalty payments		(988)		(1,113)
Proceeds from disposals and divestitures		219		1,363
Purchases of short-term investments		(41,397)		(23,386)
Proceeds from sales of short-term investments		38,244		30,417
Investments in and advances to affiliates, net		(10,330)		(12,210)
Cash used in investing activities		(141,140)		(125,959)
Financing activities
Proceeds from issuance of term loan due 2025		20,000		—
Payments on term loan due 2025		(6,666)		—
Payments on term loan due 2024		(3,502)		(2,250)
Payments on convertible debt		—		(58,430)
Net payments on other debt		(23,717)		(30,568)
Debt financing costs		(1,516)		—
Purchases of treasury stock		(30,747)		(122,502)
Dividends paid		(68,944)		(183,790)
Payments for taxes related to net share settlement of equity awards		(24,339)		(27,230)
Proceeds from warrants exercised		—		43,949
Cash used in financing activities		(139,431)		(380,821)
Decrease in cash and cash equivalents, including restricted cash		(68,212)		(52,962)
Cash and cash equivalents, including restricted cash, beginning of period	$	288,907	$	237,159
Cash and cash equivalents, including restricted cash, end of period	$	220,695	$	184,197
Cash and cash equivalents, including restricted cash, end of period
SUPPLEMENTAL CASH FLOW INFORMATION
Cash and cash equivalents	$	219,595	$	183,097
Restricted Cash		1,100		1,100
Cash and cash equivalents, including restricted cash, end of period	$	220,695	$	184,197

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


							Treasury		Accumulated Other
	Common		Paid-In		Retained		Stock at		Comprehensive
	Stock		Capital		Earnings		Cost		Income (Loss)		Total

	(In thousands, except per share data)
Balances at January 1, 2024	$	306	$	720,029	$	1,830,018	$	(1,109,679)	$	38,782	$	1,479,456
Dividends on common shares		—		—		(30,671)		—		—		(30,671)
Dividend Equivalents earned on RSU grants		—		72		(679)		—		—		(607)
Purchase of 94,701 shares of common stock under share repurchase program		—		—		—		(16,432)		—		(16,432)
Receipt of 315,721 shares from the exercise of capped call		—		52,624		—		(52,624)		—		—
Employee stock-based compensation		—		5,588		—		—		—		5,588
Common stock withheld related to net share settlement of equity awards		—		(24,259)		—		—		—		(24,259)
Issuance of 227,981 shares of common stock under long-term incentive plan		2		—		—		—		—		2
Total comprehensive income (loss)		—		—		55,953		—		(1,582)		54,371
Balances at March 31, 2024	$	308	$	754,054	$	1,854,621	$	(1,178,735)	$	37,200	$	1,467,448

Dividends on common shares		—		—		(20,072)		—		—		(20,072)
Dividend equivalents earned on RSU grants		—		49		240		—		—		289
Purchase of 94,367 shares of common stock under share repurchase program		—		—		—		(15,141)		—		(15,141)
Employee stock-based compensation		—		4,857		—		—		—		4,857
Common stock withheld related to net share settlement of equity awards		—		(80)		—		—		—		(80)
Total comprehensive income (loss)		—		—		14,833		—		(1,569)		13,264
Balances at June 30, 2024	$	308	$	758,880	$	1,849,622	$	(1,193,876)	$	35,631	$	1,450,565

Dividends on common shares		—		—		(4,526)		—		—		(4,526)
Dividend equivalents earned on RSU grants		—		11		250		—		—		261
Excise tax on share repurchases		—		—		—		(8)		—		(8)
Employee stock-based compensation		—		5,374		—		—		—		5,374
Other		—		(63)		—		—		—		(63)
Total comprehensive income (loss)		—		—		(6,221)		—		(1,428)		(7,649)
Balances at September 30, 2024	$	308	$	764,202	$	1,839,125	$	(1,193,884)	$	34,203	$	1,443,954

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Arch Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


							Treasury		Accumulated Other
	Common		Paid-In		Retained		Stock at		Comprehensive
	Stock		Capital		Earnings		Cost		Income		Total

	(In thousands, except per share data)
Balances at January 1, 2023	$	288	$	724,660	$	1,565,374	$	(986,171)	$	61,429	$	1,365,580
Dividends on common shares		—		—		(55,140)		—		—		(55,140)
Dividend Equivalents earned on RSU grants		—		120		(2,354)		—		—		(2,234)
Purchase of 131,156 shares of common stock under share repurchase program		—		(13)		—		(18,994)		—		(19,007)
Employee stock-based compensation		—		6,767		—		—		—		6,767
Cash paid for convertible debt repurchased		—		(44,486)		—		—		—		(44,486)
Issuance of 275,053 shares of common stock under long-term incentive plan		3		—		—		—		—		3
Common stock withheld related to net share settlement of equity awards		—		(27,055)		—		—		—		(27,055)
Issuance of 1,037,679 shares of common stock for warrants exercised		10		43,719		—		—		—		43,729
Total comprehensive income (loss)		—		—		198,108		—		(2,271)		195,837
Balances at March 31, 2023	$	301	$	703,712	$	1,705,988	$	(1,005,165)	$	59,158	$	1,463,994

Dividends on common shares		—		—		(45,011)		—		—		(45,011)
Dividend equivalents earned on RSU grants		—		98		(669)		—		—		(571)
Purchase of 623,304 shares of common stock under share repurchase program		—		—		—		(74,231)		—		(74,231)
Employee stock-based compensation		—		6,439		—		—		—		6,439
Common stock withheld related to net share settlement of equity awards		—		(162)		—		—		—		(162)
Issuance of 29,487 shares of common stock for warrants exercised		—		31		—		—		—		31
Total comprehensive income (loss)		—		—		77,353		—		(2,278)		75,075
Balances at June 30, 2023	$	301	$	710,118	$	1,737,661	$	(1,079,396)	$	56,880	$	1,425,564

Dividends on common shares		—		—		(71,573)		—		—		(71,573)
Dividend equivalents earned on RSU grants		—		159		(2,311)		—		—		(2,152)
Purchase of 215,551 shares of common stock under share repurchase program		—		—		—		(28,482)				(28,482)
Employee stock-based compensation		—		6,493		—		—		—		6,493
Common stock withheld related to net share settlement of equity awards		—		(13)		—		—		—		(13)
Issuance of 386,782 shares of common stock for warrants exercised		4		199		—		—		—		203
Total comprehensive income (loss)		—		—		73,691		—		(7,581)		66,110
Balances at September 30, 2023	$	305	$	716,956	$	1,737,468	$	(1,107,878)	$	49,299	$	1,396,150

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Arch Resources, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Arch Resources, Inc. (“Arch Resources”) and its subsidiaries and controlled entities (“Arch” or the “Company”). Unless the context indicates otherwise, the terms “Arch” and the “Company” are used interchangeably in this Quarterly Report on Form 10-Q. The Company’s primary business is the production of metallurgical and thermal coal from underground and surface mines located throughout the United States, for sale to steel producers, utility companies, and industrial accounts both in the United States and around the world. The Company currently operates mining complexes in West Virginia, Wyoming and Colorado. All subsidiaries are wholly owned. Intercompany transactions and accounts have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and Securities and Exchange Commission regulations. In the opinion of management, all adjustments, consisting of normal, recurring accruals considered necessary for a fair presentation, have been included. Results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024. These financial statements should be read in conjunction with the audited financial statements and related notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission.

2. Accounting Policies

Recently Adopted Accounting Guidance

There is no recently issued accounting guidance effective that is expected to have a material impact on the Company’s financial position, results of operations, or liquidity.

Recent Accounting Guidance Issued Not Yet Effective

In November 2023, the FASB issued ASU 2023-07 Segment Reporting – Improving Reportable Segment Disclosures (Topic 280). The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosure to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the timing and impact of adopting the updated provisions.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

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3. Entry into a Material Definitive Agreement with CONSOL

On August 20, 2024, the Company, CONSOL Energy Inc. (“CONSOL”), and Mountain Range Merger Sub Inc., a wholly owned subsidiary of CONSOL (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Arch (the “Merger”), with Arch thereafter being a wholly-owned subsidiary of CONSOL.

Under the terms of the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of Arch (the “Arch Class A common stock”) and Class B common stock, par value $0.01 per share, of Arch (the “Arch Class B common stock” and together with the Arch Class A common stock, the “Arch common stock”), that is issued and outstanding immediately prior to the effective time of the Merger (other than shares of Arch common stock held by Arch as treasury shares or shares of Arch common stock held by CONSOL or Merger Sub immediately prior to the effective time of the Merger and in each case, not held on behalf of third parties and shares of Arch common stock that are owned by any subsidiary of Arch or CONSOL other than Merger Sub) will be converted automatically into the right to receive, without interest, 1.326 fully paid and nonassessable shares of common stock, par value $0.01 per share, of CONSOL (“CONSOL common stock”) (with cash in lieu of fractional shares).

The Merger Agreement imposes certain restrictions on the conduct of the business of the Company until the closing, such as a requirement to operate in the ordinary course of business and limitations on, among other things, dividends, stock repurchases and debt repurchases, subject, in each case, to certain exceptions.

The Merger is expected to close by the end of the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions, including approval by the Company’s and CONSOL’s stockholders.

The Merger Agreement contains certain termination rights for both the Company and CONSOL. In the event of a termination of the Merger Agreement under certain specified circumstances, the Company or CONSOL may be required to pay the other party a termination fee of $82 million or an expense reimbursement of up to $23.5 million.

During the three months ended September 30, 2024, the Company incurred approximately $7.0 million in transaction costs related to the Merger agreement, all of which were expensed, and are included in the line item “Merger related costs” in the accompanying Condensed Consolidated Statements of Operations.

4. Severance Costs Related to Voluntary Separation Plan

The Company recorded $6.6 million of employee severance expense related to a voluntary separation plan during the three months ended September 30, 2024. This amount is included in “Severance costs related to voluntary separation plan” in the accompanying Condensed Consolidated Statements of Operations. During the three months ended September 30, 2024, 138 employees from the Company’s Thermal Segment accepted the voluntary separation package.

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5. Accumulated Other Comprehensive Income (Loss)

The following items are included in accumulated other comprehensive income (loss) (“AOCI”), net of tax:


	Pension,
	Postretirement				Accumulated
	and Other Post-				Other
	Employment		Available-for-		Comprehensive
	Benefits		Sale Securities		Income (loss)

Balances at December 31, 2023	$	38,783	$	(1)	$	38,782
Unrealized gains		—		210		210
Amounts reclassified from accumulated other comprehensive income (loss)		(6,018)		(9)		(6,027)
Tax effect		1,281		(43)		1,238
Balances at September 30, 2024	$	34,046	$	157	$	34,203

The following amounts were reclassified out of AOCI:


	Three Months Ended September 30,				Nine Months Ended September 30,				Line Item in the Condensed Consolidated
Details About AOCI Components	2024		2023		2024		2023		Statements of Operations

	(In thousands)
Pension, postretirement and other post-employment benefits
Amortization of actuarial gains, net ¹	$	2,006	$	2,792	$	6,018	$	8,509	Non-service related pension and postretirement benefit credits
Amortization of prior service credits		—		25		—		98	Non-service related pension and postretirement benefit credits
Pension Termination		—		6,953		—		6,953	Non-service related pension and postretirement benefit credits
		2,006		9,770		6,018		15,560	Total before tax
		(427)		(2,147)		(1,281)		(3,419)	Provision for income taxes
	$	1,579	$	7,623	$	4,737	$	12,141	Net of tax

Available-for-sale securities ²	$	1	$	(40)	$	9	$	(61)	Interest and investment income
		—		12		(2)		4	(Benefit from) provision for income taxes
	$	1	$	(28)	$	7	$	(57)	Net of tax

¹ Production-related benefits and workers’ compensation costs are included in costs of sales.

² The gains and losses on sales of available-for-sale securities are determined on a specific identification basis.

6. Inventories

Inventories consist of the following:


	September 30,		December 31,
	2024		2023

	(In thousands)
Coal	$	83,654	$	99,174
Repair parts and supplies		151,437		145,087
	$	235,091	$	244,261

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The repair parts and supplies are stated net of an allowance for slow-moving and obsolete inventories of $1.5 million at September 30, 2024 and $1.6 million at December 31, 2023, respectively.

7. Investments in Available-for-Sale Securities

The Company has invested in marketable debt securities, primarily highly liquid U.S. Treasury securities and investment grade corporate bonds. These investments are held in the custody of a major financial institution. These securities are classified as available-for-sale securities and, accordingly, the unrealized gains and losses are recorded through other comprehensive income.

The Company’s investments in available-for-sale marketable securities are as follows:


	September 30, 2024

			Gross					Allowance
			Unrealized					for - Credit	Fair
	Cost Basis		Gains		Losses			Losses	Value

	(In thousands)
Available-for-sale:
U.S. government and agency securities	$	14,834	$	78	$	—	$	—	$	14,912
Corporate notes and bonds		21,303		134		(2)		—		21,435
Total Investments	$	36,137	$	212	$	(2)	$	—	$	36,347


	December 31, 2023

			Gross					Allowance
			Unrealized					for - Credit	Fair
	Cost Basis		Gains			Losses		Losses	Value

	(In thousands)
Available-for-sale:
U.S. government and agency securities	$	28,764	$	14	$	(5)	$	—	$	28,773
Corporate notes and bonds		3,951		1		(1)		—		3,951
Total Investments	$	32,715	$	15	$	(6)	$	—	$	32,724

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $0.0 million and $2.2 million at September 30, 2024 and December 31, 2023, respectively. The aggregate fair value of investments with unrealized losses that were owned for over a year was $1.2 million and $2.3 million at September 30, 2024 and December 31, 2023, respectively. The unrealized losses in the Company’s portfolio at September 30, 2024 are the result of normal market fluctuations. The Company does not intend to sell these investments before recovery of their amortized cost base.

The debt securities outstanding at September 30, 2024 have maturity dates ranging from the fourth quarter of 2024 through the third quarter of 2029. The Company classifies its investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

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8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30,		December 31,
	2024		2023

	(In thousands)
Payroll and employee benefits	$	38,481	$	37,259
Taxes other than income taxes		36,028		51,155
Interest		1,393		2,395
Workers’ compensation		16,980		18,724
Asset retirement obligations		5,913		6,089
Other		13,972		11,995
	$	112,767	$	127,617

9. Debt and Financing Arrangements


	September 30,		December 31,
	2024		2023

	(In thousands)
Term loan due 2025 ($13.3 million face value)	$	13,333	$	—
Term loan due 2024		—		3,502
Tax Exempt Bonds ($98.1 million face value)		98,075		98,075
Other		16,812		40,529
Debt issuance costs		(1,323)		(1,511)
		126,897		140,595
Less: current maturities of debt		126,897		35,343
Long-term debt	$	—	$	105,252

Term Loan Facility

On February 8, 2024, the Company entered into a new senior secured term loan credit agreement in the principal amount of $20.0 million (the “Term Loan”) with PNC Bank, National Association, as administrative and collateral agent. The Term Loan requires quarterly principal amortization payments of $3.3 million and matures on June 30, 2025. The interest rate on the facility is, at the option of Arch Resources, either (i) Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% plus an applicable margin of 3.00%, subject to a SOFR floor of 0.00%, or (ii) a base rate plus an applicable margin of 2.00%.

The Term Loan is guaranteed by substantially all of the domestic subsidiaries of the Company. Additionally, the Term Loan is secured by substantially all the assets of the Company and the guarantors, subject to customary exceptions (including an exclusion for owned and leased real property).

The Term Loan contains the following financial maintenance covenants: (i) total net leverage not to exceed 2.00 to 1.00 for the trailing four fiscal quarters; (ii) the ratio of Consolidated EBITDA to Consolidated Interest Expense to be less than 3.50 to 1.00 for the trailing four fiscal quarters; and (iii) liquidity of not less than $100 million at any time.

The Term Loan is subject to certain usual and customary mandatory prepayment events, including 100% of net cash proceeds of debt issuances (other than debt permitted to be incurred under the terms of the Term Loan).

The Term Loan contains customary affirmative and negative covenants and representations; and customary events of default, subject to customary thresholds and exceptions. As of September 30, 2024, the Company was in compliance with the Term Loan debt covenants.

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The proceeds from the Term Loan were used to pay off the $3.5 million balance of the term loan debt facility due 2024. Additionally, the Company incurred approximately $1.5 million in debt issuance costs related to the Term Loan.

Accounts Receivable Securitization Facility

On August 3, 2022, the Company amended and extended its existing trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a special-purpose entity that is a wholly owned subsidiary of Arch Resources (“Arch Receivable”) (the “Securitization Facility”), which supports the issuance of letters of credit and requests for cash advances. The amendment to the Securitization Facility increased the size of the facility from $110 million to $150 million of borrowing capacity and extended the maturity date to August 1, 2025.

Under the Securitization Facility, Arch Receivable, Arch Resources and certain of Arch Resources’ subsidiaries party to the Securitization Facility have granted to the administrator of the Securitization Facility a first priority security interest in eligible trade accounts receivable generated by such parties from the sale of coal and all proceeds thereof. As of September 30, 2024, letters of credit totaling $50.5 million were outstanding under the facility with $79.6 million available for borrowings.

Inventory-Based Revolving Credit Facility

On August 3, 2022, Arch Resources amended the senior secured inventory-based revolving credit facility in an aggregate principal amount of $50 million (the “Inventory Facility”). Availability under the Inventory Facility is subject to a borrowing base consisting of (i) 85% of the net orderly liquidation value of eligible coal inventory, plus (ii) the lesser of (x) 85% of the net orderly liquidation value of eligible parts and supplies inventory and (y) 35% of the amount determined pursuant to clause (i), plus (iii) 100% of Arch Resources’ Eligible Cash (defined in the Inventory Facility), subject to reduction for reserves imposed by Regions.

The amendment of the Inventory Facility extended the maturity of the facility to August 3, 2025; maintained the minimum liquidity requirement of $100 million and included provisions that reduce the advance rates for coal inventory and parts and supplies, depending on liquidity, as defined in the agreement.

The Inventory Facility contains certain customary affirmative and negative covenants; events of default, subject to customary thresholds and exceptions; and representations, including certain cash management and reporting requirements that are customary for asset-based credit facilities. The Inventory Facility also includes a requirement to maintain liquidity equal to or exceeding $100 million at all times. As of September 30, 2024, letters of credit totaling $26.2 million were outstanding under the facility with $23.8 million available for borrowings.

Equipment Financing

On July 29, 2021, the Company entered into an equipment financing arrangement accounted for as debt. The Company received $23.5 million in exchange for conveying an interest in certain equipment in operation at its Powder River Basin operations and entered into a master lease arrangement for that equipment. The financing arrangement contains customary terms and events of default and provides for 42 monthly payments with an average implied interest rate of 7.35% maturing on February 1, 2025. Upon maturity, the Company will have the option to purchase the equipment.

Tax Exempt Bonds

On July 2, 2020, the West Virginia Economic Development Authority (the “Issuer”) issued $53.1 million aggregate principal amount of Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 (the “Tax Exempt Bonds”) pursuant to an Indenture of Trust dated as of June 1, 2020 between the Issuer and Citibank, N.A., as trustee (the “Trustee”). On March 4, 2021, the Issuer issued an additional $45.0 million of Series 2021 Tax Exempt Bonds. The proceeds of the Tax Exempt Bonds were loaned to the Company pursuant to a Loan Agreement dated as of June 1, as supplemented by a First Amendment to Loan Agreement dated as of March 1, 2021 (collectively, the “Loan Agreement”), each between the Issuer and the Company. The Tax Exempt Bonds are payable solely from payments to be made by the Company under the Loan Agreement as evidenced by a Note from the Company to the Trustee. The

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proceeds of the Tax Exempt Bonds have been used to finance certain costs of the acquisition, construction, reconstruction, and equipping of solid waste disposal facilities at the Company’s Leer South development, and for capitalized interest and certain costs related to issuance of the Tax Exempt Bonds.

The Tax Exempt Bonds bear interest payable each January 1 and July 1, commencing January 1, 2021 for the Series 2020 and July 1, 2021 for the Series 2021, and have a final maturity of July 1, 2045; however, the Tax Exempt Bonds are subject to mandatory tender on July 1, 2025 at a purchase price equal to 100% of the principal amount of the Tax Exempt Bonds, plus accrued interest to July 1, 2025. The Series 2020 and Series 2021 Tax Exempt Bonds bear interest of 5% and 4.125%, respectively.

Convertible Debt

On November 3, 2020, the Company issued $155.3 million in aggregate principal amount of 5.25% convertible senior notes due 2025 (“Convertible Notes ” or “Convertible Debt”). The net proceeds from the issuance of the Convertible Notes, after deducting offering related costs of $5.1 million and cost of a “Capped Call Transaction” as defined below of $17.5 million, were approximately $132.7 million.

During the nine months ended September 30, 2023, the Company repurchased the remaining Convertible Notes with a principal amount of $13.2 million for aggregate consideration consisting of $58.4 million in cash. In connection with the repurchase, the Company recognized a loss of $1.1 million. This amount is included as “Net loss resulting from early retirement of debt” in the accompanying Condensed Consolidated Statements of Operations.

Capped Call Transactions

On February 16, 2024, the Company agreed with each of Bank of Montreal, Goldman Sachs & Co. LLC and Jefferies International Limited (each a “Counterparty” and collectively, the “Counterparties”) to terminate and unwind certain capped call transactions by and between the Company and each Counterparty (such transactions, the “Capped Calls”). The Company entered into the Capped Calls in connection with the offering of its now-retired Convertible Notes, in order to reduce the potential dilution upon conversion of the notes. During the nine months ended September 30, 2024, the Company retired 315,721 of its outstanding shares via the termination and unwinding of the capped calls.

10. Income Taxes

The Company's effective tax rate for nine months ended September 30, 2024 is based on its estimated full year effective tax rate, adjusted for discrete items. Due to the pretax loss incurred during the quarter and the related impact to the Company’s estimated full year tax rate, the effective tax rate for the three and nine months ended September 30, 2024 was 50.8% and (1.4)%, respectively. The effective tax rates for the three and nine months ended September 30, 2024 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion. The effective tax rate for nine months ended September 30, 2024 also includes the impact of discrete tax benefits related to equity compensation.

For the three and nine months ended September 30, 2023, the Company's effective tax rate was 18.6% and 16.1%, respectively. The effective tax rates for the three and nine months ended September 30, 2023 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion and discrete tax benefits related to equity compensation.

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11. Fair Value Measurements

The hierarchy of fair value measurements assigns a level to fair value measurements based on the inputs used in the respective valuation techniques. The levels of the hierarchy, as defined below, give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

●

Level 1 is defined as observable inputs, such as quoted prices in active markets for identical assets. Level 1 assets include U.S. Treasury securities.

●

Level 2 is defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities include U.S. government agency securities, with fair values derived from quoted prices in over-the-counter markets or from prices received from direct broker quotes.

●

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The table below sets forth, by level, the Company’s financial assets and liabilities that are recorded at fair value in the accompanying Condensed Consolidated Balance Sheet:


	September 30, 2024
	Total		Level 1		Level 2		Level 3

	(In thousands)
Assets:
Investments in marketable securities	$	36,347	$	14,912	$	21,435	$	—
Fund for asset retirement obligations		147,932		147,932		—		—
Total assets	$	184,279	$	162,844	$	21,435	$	—


	December 31, 2023
	Total		Level 1		Level 2		Level 3

	(In thousands)
Assets:
Investments in marketable securities	$	32,724	$	28,773	$	3,951	$	—
Fund for asset retirement obligations		142,266		142,266		—		—
Total assets	$	174,990	$	171,039	$	3,951	$	—

Fair Value of Long-Term Debt

At September 30, 2024 and December 31, 2023, the fair value of the Company’s debt, including amounts classified as current, was $128.2 million and $142.1 million, respectively. Fair values are based upon observed prices in an active market, when available, or from valuation models using market information, which fall into Level 2 in the fair value hierarchy.

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12. Earnings per Common Share

The Company computes basic net income (loss) per share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, restricted stock units, and convertible debt. The dilutive effect of outstanding warrants and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method whereas the Convertible Debt uses the if converted method. The weighted-average share impact of restricted stock units that were excluded from the calculation of diluted shares due to the Company incurring a net loss for the three months ending September 30, 2024 was 197,677 shares.

The following table provides the basic and diluted earnings per share by reconciling the numerators and denominators of the computations:



		Three Months Ended September 30,			Nine Months Ended September 30,
		2024		2023	2024		2023

(In Thousands)
Net income (loss) attributable to common shares	$	(6,221)	$	73,691	$	64,565	$	349,152
Adjustment of interest expense attributable to Convertible Notes		—		—		—		108
Diluted net income (loss) attributable to common stockholders		(6,221)		73,691		64,565		349,260

Basic weighted average shares outstanding		18,097		18,187		18,180		18,189
Effect of dilutive securities		—		653		270		969
Convertible Notes (a)		—		—		—		112
Diluted weighted average shares outstanding		18,097		18,840		18,450		19,270

(a)

Diluted weighted average common shares outstanding includes the dilutive effect had the Company's Convertible Notes been converted at the beginning of the year ended December 31, 2023. If converted by the holder, the Company may settle in cash, shares of the Company's common stock or a combination thereof, at the Company's election. The Capped Call Transaction is anti-dilutive and was excluded from the calculation of diluted earnings per share.

13. Workers’ Compensation Expense

The Company is liable under the Federal Mine Safety and Health Act of 1969, as subsequently amended, to provide pneumoconiosis (occupational disease) benefits to eligible employees, former employees and dependents. The Company currently provides for federal claims principally through a self-insurance program. The Company is also liable under various state workers’ compensation statutes for occupational disease benefits. The occupational disease benefit obligation represents the present value of the actuarially computed present and future liabilities for such benefits over the employees’ applicable years of service.

In October 2019, the Company filed an application with the Office of Workers’ Compensation Programs (“OWCP”) within the Department of Labor for reauthorization to self-insure federal black lung benefits. In February 2020, the Company received a reply from the OWCP confirming its status to remain self-insured contingent upon posting additional collateral of $71.1 million within 30 days of receipt of the letter. The Company is currently appealing the ruling from the OWCP and has received an extension to self-insure during the appeal process.

On January 18, 2023, the OWCP proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers. The revisions seek to codify the practice of basing a self-insured operator’s security requirement on an actuarial assessment of its total present and future black lung liability. A material change to the regulations is the requirement that all self-insured operators must post security equal to 120% of their projected black lung liabilities.

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The proposed regulations were posted to the Federal Register on January 19, 2023 with written comments to be accepted within 60 days of this date. A subsequent extended comment period expired on April 19, 2023. On May 10, 2024, the OWCP forwarded its final rule establishing requirements for Black Lung Benefits Act self-insurance to the Office of Management and Budget (“OMB”) for review. OMB is charged by various executive orders to review significant regulations. OMB reviews are limited to 90 days and may be extended by an additional 30 days; however, OMB reviews often take longer. At this stage in the rulemaking process, no rule text is publicly available, and the final regulations have not yet been published.

If the above regulation is codified into law, the Company will be required to post additional collateral to maintain its self-insured status. The Company is evaluating alternatives to self-insurance, including the purchase of commercial insurance to cover these claims. Additionally, the Company is assessing additional sources of liquidity, and other items to satisfy the proposed regulations.

In addition, the Company is liable for workers’ compensation benefits for traumatic injuries which are calculated using actuarially-based loss rates, loss development factors and discounted based on a risk free rate. Traumatic workers’ compensation claims are insured with varying retentions/deductibles, or through state-sponsored workers’ compensation programs.

Workers’ compensation (credit) expense consists of the following components:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)
Self-insured occupational disease benefits:
Service cost	$	1,278	$	993	$	3,833	$	2,980
Interest cost⁽¹⁾		1,565		1,511		4,696		4,531
Net amortization⁽¹⁾		(3)		(241)		(8)		(723)
Total occupational disease	$	2,840	$	2,263	$	8,521	$	6,788
Traumatic injury claims and assessments		2,940		(6,834)		8,016		(2,403)
Total workers’ compensation (credit) expense	$	5,780	$	(4,571)	$	16,537	$	4,385

(1)

In accordance with the adoption of ASU 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” these costs are recorded within Nonoperating expenses in the Condensed Consolidated Statements of Operations on the line item “Non-service related pension and postretirement benefit credits.”

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14. Employee Benefit Plans

The following table details the components of pension benefit credit:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)
Interest cost⁽¹⁾	$	11	$	1,023	$	34	$	4,090
Expected return on plan assets⁽¹⁾		—		(1,012)		—		(4,048)
Pension settlement⁽¹⁾		(2,000)		(3,986)		(2,000)		(3,986)
Amortization of prior service credits ⁽¹⁾		—		(25)		—		(98)
Amortization of other actuarial (gains) ⁽¹⁾		(22)		(129)		(67)		(519)
Net benefit credit	$	(2,011)	$	(4,129)	$	(2,033)	$	(4,561)

The following table details the components of other postretirement benefit credit:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(In thousands)
Service cost	$	49	$	58	$	148	$	173
Interest cost⁽¹⁾		605		674		1,815		2,021
Amortization of other actuarial gains ⁽¹⁾		(1,981)		(2,422)		(5,943)		(7,267)
Net benefit credit	$	(1,327)	$	(1,690)	$	(3,980)	$	(5,073)

(1)

In February 2022, the Company’s Board of Directors approved the termination of the Company’s Cash Balance Pension Plan. The Company has executed plan amendments regarding the termination and filed an Application for Determination for Terminating Pension Plan with the Internal Revenue Service (“IRS”), which was approved by the IRS during the first quarter of 2023. The Company also prepared and filed appropriate notices and documents related to the Pension Plan's termination and wind-down with the Pension Benefit Guaranty Corporation. The Company no longer administers or pays the retirement benefits of the Cash Balance Pension Plan.

(1)

15. Commitments and Contingencies

The Company accrues for costs related to contingencies when a loss is probable and the amount is reasonably determinable. Disclosure of contingencies is included in the financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred.

The Company is a party to numerous claims and lawsuits with respect to various matters. The ultimate resolution of any such legal matter could result in outcomes that may be materially different from amounts the Company has accrued for such matters. The Company believes it has recorded adequate reserves for these matters.

In the normal course of business, the Company is a party to certain financial instruments with off-balance sheet risk, such as bank letters of credit, performance or surety bonds, and other guarantees and indemnities related to the obligations of affiliated entities that are not reflected in the Company’s Condensed Consolidated Balance Sheets. However, the underlying liabilities that they secure, such as asset retirement obligations, workers’ compensation liabilities, and other obligations, are reflected in the Company’s Condensed Consolidated Balance Sheets.

As of September 30, 2024, the Company had outstanding surety bonds with a face amount of $488.5 million to secure various obligations and commitments and $76.7 million of letters of credit under its Securitization and Inventory

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Facilities used to collateralize certain obligations. The Company posted $5.6 million in cash collateral related to various obligations; this amount is recorded within “Other noncurrent assets” on the Condensed Consolidated Balance Sheets.

As of September 30, 2024, the Company’s reclamation-related obligations of $273.4 million were supported by surety bonds of $402.2 million. The Company has posted $0.6 million in cash collateral related to reclamation surety bonds. Additionally, in the first nine months of 2024, the Company contributed an additional $5.6 million representing interest earned to a fund that will serve to defease the long-term asset retirement obligation for its thermal asset base bringing the total to $147.9 million as of September 30, 2024. This amount is recorded as “Fund for asset retirement obligations” on the Condensed Consolidated Balance Sheets.

16. Segment Information

The Company’s reportable business segments are based on two distinct lines of business, metallurgical and thermal, and may include a number of mine complexes. The Company manages its coal sales by market and coal quality, not by individual mining complex. Geology, coal transportation routes to customers, and regulatory environments also have a significant impact on the Company’s marketing and operations management. Mining operations are evaluated based on Adjusted EBITDA, per-ton cash operating costs (defined as including all mining costs except depreciation, depletion, amortization, accretion on asset retirement obligations, and pass-through transportation expenses, divided by segment tons sold), and on other non-financial measures, such as safety and environmental performance. Adjusted EBITDA is not a measure of financial performance in accordance with generally accepted accounting principles, and items excluded from Adjusted EBITDA are significant in understanding and assessing the Company’s financial condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income (loss), income (loss) from operations, cash flows from operations or as a measure of our profitability, liquidity or performance under generally accepted accounting principles. The Company uses Adjusted EBITDA to measure the operating performance of its segments and allocate resources to the segments. Furthermore, analogous measures are used by industry analysts and investors to evaluate the Company’s operating performance. Investors should be aware that the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The Company reports its results of operations primarily through the following reportable segments: Metallurgical (MET) segment, containing the Company’s metallurgical operations in West Virginia, and the Thermal segment containing the Company’s thermal operations in Wyoming and Colorado.

Reporting segment results for the three and nine months ended September 30, 2024 and 2023 are presented below. The Corporate, Other, and Eliminations grouping includes these charges: idle operations; equity investments; change in fair value of coal derivatives, net; corporate overhead; land management activities; certain miscellaneous revenue; and the elimination of intercompany transactions.

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					Corporate,
					Other and
(In thousands)	MET		Thermal		Eliminations		Consolidated
Three Months Ended September 30, 2024
Revenues	$	361,916	$	255,983	$	—	$	617,899
Adjusted EBITDA		54,167		12,847		(22,853)		44,161
Depreciation, depletion and amortization		32,702		7,864		324		40,890
Accretion on asset retirement obligation		647		4,810		412		5,869
Capital expenditures		23,438		10,818		266		34,522

Three Months Ended September 30, 2023
Revenues	$	432,835	$	311,766	$	—	$	744,601
Adjusted EBITDA		128,322		23,373		(25,404)		126,291
Depreciation, depletion and amortization		29,494		7,001		222		36,717
Accretion on asset retirement obligation		651		4,314		327		5,292
Capital expenditures		33,806		10,369		249		44,424

Nine Months Ended September 30, 2024
Revenues	$	1,154,938	$	751,902	$	—	$	1,906,840
Adjusted EBITDA		270,978		14,846		(78,841)		206,983
Depreciation, depletion and amortization		95,181		22,130		838		118,149
Accretion on asset retirement obligation		1,942		14,430		1,236		17,608
Capital expenditures		94,603		29,315		2,970		126,888

Nine Months Ended September 30, 2023
Revenues	$	1,420,758	$	951,068	$	—	$	2,371,826
Adjusted EBITDA		524,218		98,807		(89,007)		534,018
Depreciation, depletion and amortization		85,575		22,057		641		108,273
Accretion on asset retirement obligation		1,880		12,941		1,056		15,877
Capital expenditures		94,205		25,904		921		121,030

A reconciliation of net income (loss) to Adjusted EBITDA and segment Adjusted EBITDA from coal operations follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Net income (loss)	$	(6,221)	$	73,691	$	64,565	$	349,152
(Benefit from) provision for income taxes		(6,608)		16,781		(887)		66,839
Interest expense, net		(1,753)		(1,683)		(5,007)		(1,557)
Depreciation, depletion and amortization		40,890		36,717		118,149		108,273
Accretion on asset retirement obligations		5,869		5,292		17,608		15,877
Merger related costs		7,002		—		7,002		—
Severance costs related to voluntary separation plan		6,649		—		6,649		—
Non-service related pension and postretirement benefit credits		(1,667)		(4,507)		(1,096)		(5,692)
Net loss resulting from early retirement of debt		—		—		—		1,126
Adjusted EBITDA	$	44,161	$	126,291	$	206,983	$	534,018
EBITDA from idled or otherwise disposed operations		4,101		30		11,493		8,726
Selling, general and administrative expenses		20,603		24,279		68,708		73,092
Other		(1,851)		1,095		(1,360)		7,189
Segment Adjusted EBITDA from coal operations	$	67,014	$	151,695	$	285,824	$	623,025

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17. Revenue Recognition

ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of goods or services, geography, market, type of contract, etc.) that depict how the nature, amount, timing, and uncertainty of revenue and cash flow are affected by economic factors. ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue.

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its coal and customer relationships and provides meaningful disaggregation of each segment’s results. The Company has further disaggregated revenue between North America and Seaborne revenues which depicts the pricing and contract differences between the two. North America revenue is characterized by contracts with a term of one year or longer and typically the pricing is fixed; whereas Seaborne revenue generally is derived from spot or short-term contracts with an index-based pricing mechanism.


					Corporate,
					Other and
	MET		Thermal		Eliminations		Consolidated

	(in thousands)
Three Months Ended September 30, 2024
North America revenues	$	76,254	$	221,048	$	—	$	297,302
Seaborne revenues		285,662		34,935		—		320,597

Total revenues	$	361,916	$	255,983	$	—	$	617,899

Three Months Ended September 30, 2023
North America revenues	$	108,895	$	251,759	$	—	$	360,654
Seaborne revenues		323,940		60,007		—		383,947

Total revenues	$	432,835	$	311,766	$	—	$	744,601

Nine Months Ended September 30, 2024
North America revenues	$	179,051	$	610,794	$	—	$	789,845
Seaborne revenues		975,887		141,108		—		1,116,995

Total revenues	$	1,154,938	$	751,902	$	—	$	1,906,840

Nine Months Ended September 30, 2023
North America revenues	$	274,017	$	786,111	$	—	$	1,060,128
Seaborne revenues		1,146,741		164,957		—		1,311,698

Total revenues	$	1,420,758	$	951,068	$	—	$	2,371,826

As of September 30, 2024, the Company has outstanding performance obligations for the remainder of 2024 of 13.4 million tons of fixed price contracts and 1.8 million tons of variable price contracts. Additionally, the Company has outstanding performance obligations beyond 2024 of approximately 97.2 million tons of fixed price contracts and 2.2 million tons of variable price contracts.

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18. Leases

The Company has operating and financing leases for mining equipment, office equipment, office space and transloading terminals with remaining lease terms ranging from less than one year to approximately three years. Some of these leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient to combine these components for all leases. As most of the leases do not provide an implicit rate, the Company calculated the “right-of-use” (“ROU”) assets and lease liabilities using its secured incremental borrowing rate at the lease commencement date.

As of September 30, 2024 and December 31, 2023, the Company had the following ROU assets and lease liabilities within its Condensed Consolidated Balance Sheets:


		September 30,		December 31,
		2024		2023
Assets	Balance Sheet Classification
Operating lease right-of-use assets	Other noncurrent assets	$	7,644	$	9,626
Financing lease right-of-use assets	Other noncurrent assets		648		1,621
Total Lease Assets		$	8,292	$	11,247

Liabilities	Balance Sheet Classification
Financing lease liabilities - current	Accrued expenses and other current liabilities	$	2,346	$	1,041
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,888		2,789
Financing lease liabilities - long-term	Other noncurrent liabilities		-		2,079
Operating lease liabilities - long-term	Other noncurrent liabilities		5,137		7,351
		$	10,371	$	13,260

Weighted average remaining lease term in years
Operating leases			2.66		3.32
Finance leases			0.50		1.25

Weighted average discount rate
Operating leases			5.5%		5.5%
Finance leases			6.4%		6.4%

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Information related to leases was as follows:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023

	(In thousands)				(In thousands)
Operating lease information:
Operating lease cost	$	777	$	801		$	2,366	$	2,462
Operating cash flows from operating leases		845		851			2,499		2,555

Financing lease information:
Financing lease cost	$	393	$	393		$	1,179	$	1,179
Operating cash flows from financing leases		303		303			908		908

Future minimum lease payments under non-cancellable leases as of September 30, 2024 were as follows:


	Operating		Finance
Year	Leases		Leases
	(In thousands)
2024	$	782	$	303
2025		3,266		2,111
2026		3,080		—
2027		1,533		—
2028		—		—
Thereafter		—		—
Total minimum lease payments	$	8,661	$	2,414
Less imputed interest		(636)		(68)

Total lease liabilities	$	8,025	$	2,346

19. Subsequent Event

On October 14, 2024, the Company announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in relation to the pending combination of Arch and CONSOL expired on October 11, 2024. The expiration of the waiting period under the HSR Act is one of the conditions to the closing of the pending combination. Completion of the transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by both companies’ stockholders.

On November 5, 2024, the Company announced the board approval of a quarterly dividend of $0.25 per share for stockholders of record on November 15, 2024, with a payment date of November 26, 2024.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context otherwise requires, all references in this report to “Arch,” the “Company,” “we,” “us,” or “our” are to Arch Resources, Inc. and its subsidiaries.

Cautionary Notice Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as our expected future business and financial performance, and intended to come within the safe harbor protections provided by those sections. The words “should,” “could,” “appears,” “estimates,” “expects,” “anticipates,” “intends,” “may,” “plans,” “predicts,” “projects,” “believes,” “seeks,” or “will” or other comparable words and phrases identify forward-looking statements, which speak only as of the date of this report. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Actual results may vary significantly from those anticipated due to many factors, including: the ability to obtain the requisite approvals for the Merger (as defined below); the risk that an event, change or other circumstances could give rise to the termination of the Merger Agreement (as defined below); the risk that a condition to closing of the Merger may not be satisfied on a timely basis or at all; the length of time necessary to close the proposed Merger; the risk that the Merger may cause a loss of management personnel and other key employees; the risk that the businesses of the Company and CONSOL will not be integrated successfully after the closing of the Merger; the risk that the anticipated benefits of the Merger may not be realized or may take longer to realize than expected; the risk of litigation related to the proposed Merger; loss of availability, reliability and cost-effectiveness of transportation facilities and fluctuations in transportation costs; operating risks beyond our control, including risks related to mining conditions, mining, processing and plant equipment failures or maintenance problems, weather and natural disasters, the unavailability of raw materials, equipment or other critical supplies, mining accidents, and other inherent risks of coal mining that are beyond our control; inflationary pressures on and availability and price of mining and other industrial supplies; changes in coal prices, which may be caused by numerous factors beyond our control, including changes in the domestic and foreign supply of and demand for coal and the domestic and foreign demand for steel and electricity; volatile economic and market conditions; the effects of foreign and domestic trade policies, actions or disputes on the level of trade among the countries and regions in which we operate, the competitiveness of our exports, or our ability to export; the effects of significant foreign conflicts; the loss of, or significant reduction in, purchases by our largest customers; our relationships with, and other conditions affecting our customers and our ability to collect payments from our customers; risks related to our international growth; competition, both within our industry and with producers of competing energy sources, including the effects from any current or future legislation or regulations designed to support, promote or mandate renewable energy sources; alternative steel production technologies that may reduce demand for our coal; our ability to secure new coal supply arrangements or to renew existing coal supply arrangements; cyber-attacks or other security breaches that disrupt our operations, or that result in the unauthorized release of proprietary, confidential or personally identifiable information; our ability to acquire or develop coal reserves in an economically feasible manner; inaccuracies in our estimates of our coal reserves; defects in title or the loss of a leasehold interest; the availability and cost of surety bonds; including potential collateral requirements; we may not have adequate insurance coverage for some business risks; disruptions in the supply of coal from third parties; decreases in the coal consumption of electric power generators could result in less demand and lower prices for thermal coal; our ability to pay dividends or repurchase shares of our common stock according to our announced intent or at all; the loss of key personnel or the failure to attract additional qualified personnel and the availability of skilled employees and other workforce factors; public health emergencies, such as pandemics or epidemics, could have an adverse effect on our business; existing and future legislation and regulations affecting both our coal mining operations and our customers’ coal usage, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases; increased pressure from political and regulatory authorities, along with environmental and climate change activist groups, and lending and investment policies adopted by financial institutions and insurance companies to address concerns about the environmental impacts of coal combustion; increased attention to environmental, social or governance matters; our ability to obtain or renew various permits necessary for our mining operations; risks related to regulatory agencies ordering certain of our mines to be temporarily or permanently closed under certain circumstances; risks related to extensive environmental regulations that impose significant costs on our mining operations, and could result in litigation or material liabilities; the accuracy of our estimates of reclamation and other mine closure obligations; the existence of hazardous substances or other environmental contamination on property owned or used by us; and risks related to tax legislation and our ability to use net operating losses and certain tax credits.

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All forward-looking statements in this report, as well as all other written and oral forward-looking statements attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in this section and elsewhere in this report. These factors are not necessarily all of the important factors that could affect us. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different from than those expressed in our forward-looking statements. These forward-looking statements speak only as of the date on which such statements were made, and we do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the federal securities laws. For a description of some of the risks and uncertainties that may affect our future results, you should see the “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q.

Proposed Merger with CONSOL Energy Inc.

On August 20, 2024, the Company, CONSOL Energy Inc. (“CONSOL”), and Mountain Range Merger Sub Inc., a wholly owned subsidiary of CONSOL (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”), which provides for the combination of the Company and CONSOL in an all-stock merger transaction. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Arch (the “Merger”), with Arch thereafter being a wholly owned subsidiary of CONSOL. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of Arch (the “Arch Class A common stock”) and Class B common stock, par value $0.01 per share, of Arch (the “Arch Class B common stock” and together with the Arch Class A common stock, the “Arch common stock”) will be automatically converted into the right to receive, without interest, 1.326 shares of common stock, par value $0.01 per share, of CONSOL (“CONSOL common stock”) (with cash in lieu of fractional shares). Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including approval by the Company’s stockholders and CONSOL’s stockholders, and receipt of required regulatory approvals. For more information on the Merger, see Note 3, “Entry into a Material Definitive Agreement with CONSOL,” to the Condensed Consolidated Financial Statements.

Overview

Our results for the three months ended September 30, 2024, were impacted by increasing softness in the global metallurgical coal markets and oversupply in domestic thermal coal markets. Economic growth remains constrained, particularly in Europe and the Americas, due to stubborn inflationary pressure. The central banks of many nations, including the Federal Reserve in the United States, have begun easing monetary policy as inflation rates have declined. Over time this easing of monetary policy may lead to improved economic growth. Recovery in economic growth could positively impact end user demand for our products and coal markets.

Over two years have passed since the February 2022, Russian invasion of Ukraine, and the war continues with no indication any resolution is close. Major changes in energy trading patterns appear to be set while hostilities continue. Bans on the import of Russian coal by the European Union, the United Kingdom, Japan, and other nations continue to drive Russian coal into China, India, Turkey, and other Asian countries. These destinations have generally sourced Russian coals at discounts, sometimes significant discounts, from what similar quality coals from other origins would have required. We expect continued availability of discounted Russian coal into Asian markets. However, we believe most Russian coal is thermal and lower quality metallurgical and that the availability of high quality Russian coking coal is limited.

During the year ended December 31, 2023, China effectively lifted the ban on imports of coal from Australia. While Australian coal is once again flowing into China, purchases of high-quality coking coal from Australia remain below pre-ban levels. Increased Chinese reliance on domestic production and increased imports of discounted Russian coal and Mongolian coal pressures import volumes from Australia. For the nine months ended September 30, 2024, Australian coking coal exports appear to be on track to increase compared to the nine months ended September 30, 2023. The increase in availability of Australian coking coal and relative softness in global demand resulted in a rapid decline in Pacific coking coal indices in the nine months ended September 30, 2024. Atlantic coking coal indices declined and remain lower as well. We believe that some high cost coking coal sources are currently under economic pressure at current market levels.

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On March 26, 2024, a large container vessel lost power and struck one of the main support piers of the Francis Scott Key Bridge, plunging most of the span into the water and effectively blocking shipping access to Baltimore Harbor. One of the primary coking coal loading ports we use for loading export coal, the Curtis Bay Terminal (CBT), was blocked until the debris was removed and the main shipping channel was reopened on June 10, 2024. We worked diligently with our logistics partners to effectively maximize available throughput at our other primary coking coal loading port, Dominion Terminals Associates (DTA), in which we have a 35% ownership interest. We also contracted with a mid-streaming service to utilize some CBT capacity through the use of shallower draft temporary shipping channels that were opened prior to the main channel reopening.

With respect to the global coking coal market, we believe that underinvestment in the sector in recent years underlies longer-term market dynamics. Overall, underinvestment in the sector appears likely to persist, as government policies and diminished access to traditional capital markets limit investment in the sector. Additionally, recent reports of new supply disruptions may also support these markets. The duration of specific supply disruptions is unknown. In the current macroeconomic environment, we expect coking coal prices to remain volatile. Longer term, we believe continued limited global capital investment in new coking coal production capacity, normal reserve depletion, and an eventual return to economic growth will provide support to coking coal markets.

During the nine months ended September 30, 2024, domestic thermal coal consumption was pressured by a generally mild winter heating season in most of the heavily populated areas of the United States, low power demand, low natural gas prices, increased subsidized renewable generation, and high utility coal stockpiles. We believe that during the summer demand season, most coal powered generating facilities operated at levels that reduced utility coal stockpiles; however, these stockpiles remain elevated. Currently, natural gas prices are at levels such that we believe that economic dispatch decisions between coal-powered and natural gas-powered generation are being made on a plant specific basis. We have firm sales commitments for the current year for our thermal segment at volume levels that support economic mine operations, even though delivery of some of this volume is being deferred by agreement with some customers. Longer term, we continue to believe thermal coal demand in the United States will remain pressured by continuing increases in subsidized renewable generation sources, particularly wind and solar, competition from natural gas, and planned retirements of coal fueled generating facilities. Despite continuing moderation in the United States, international thermal coal markets remain strong, supporting continued export opportunities for our thermal operations.

Currently, planned production levels at our thermal operations correspond with existing sales commitments as adjusted for deferrals. We are concurrently shrinking our operational footprint at our Powder River Basin operations and putting in place funding to pay for the eventual closure and final reclamation of these operations. Specifically, during the three months ended September 30, 2024, we initiated a Voluntary Separation Plan “VSP” at our Thermal Segment operations to reduce the workforce in alignment with reduced sales volumes. For more information on our VSP, see Note 4, “Severance Costs Related to Voluntary Separation Plan,” to the Condensed Consolidated Financial Statements. During the first nine months of 2024, we contributed $5.7 million to our fund for asset retirement obligations, representing interest earned, bringing our total to $147.9 million. We plan to continue to grow the thermal mine reclamation fund through interest earnings. Longer term, we will maintain our focus on aligning our thermal production rates with the expected secular decline in domestic coal-fired power generation, while maximizing sales into export and industrial markets, and maintaining flexibility to react to short-term market fluctuations.

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Results of Operations

Three Months Ended September 30, 2024 and 2023

Revenues. Our revenues include sales to customers of coal produced at our operations and coal purchased from third parties. Transportation costs are included in cost of coal sales and amounts billed by us to our customers for transportation are included in revenues.

Coal sales. The following table summarizes information about our coal sales during the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,
	2024		2023		(Decrease) / Increase

	(In thousands)
Coal sales	$	617,899	$	744,601	$	(126,702)
Tons sold		16,214		19,177		(2,963)

On a consolidated basis, coal sales in the third quarter of 2024 were approximately $126.7 million, or 17.0%, less than in the third quarter of 2023, while tons sold decreased by approximately 3.0 million tons, or 15.5%. Metallurgical coal sales decreased approximately $70.9 million, primarily due to decreased pricing. Thermal coal sales decreased approximately $55.8 million due to decreased sales volume to domestic utility customers. See the discussion in “Operational Performance” for further information about segment results.

Costs, expenses and other. The following table summarizes costs, expenses and other components of operating income during the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
Cost of sales (exclusive of items shown separately below)	$	558,596	$	596,889	$	38,293
Depreciation, depletion and amortization		40,890		36,717		(4,173)
Accretion on asset retirement obligations		5,869		5,292		(577)
Selling, general and administrative expenses		20,603		24,279		3,676
Merger related costs		7,002		—		(7,002)
Severance costs related to voluntary separation plan		6,649		—		(6,649)
Other operating income, net		(5,461)		(2,858)		2,603
Total costs, expenses and other	$	634,148	$	660,319	$	26,171

Cost of sales. Our cost of sales for the third quarter of 2024 decreased approximately $38.3 million, or 6.4%, versus the third quarter of 2023. The decrease in cost of sales was primarily due to decreased sales sensitive costs of approximately $19.2 million, and reduced repairs and supplies costs of approximately $18.2 million. See discussion in “Operational Performance” for further information about segment results.

Depreciation, depletion and amortization. The increase in depreciation, depletion, and amortization in the third quarter of 2024 versus the third quarter of 2023 was primarily related to the additional capital investment in the metallurgical segment in recent years.

Accretion on asset retirement obligations. The increase in accretion expense in the third quarter of 2024 versus the third quarter of 2023 was primarily related to the results of our annual recosting exercise completed during the fourth quarter of 2023.

Selling, general and administrative expenses. The decrease in selling, general and administrative expenses in the third quarter of 2024 versus the third quarter of 2023 was due to a decrease in compensation related expenses.

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Merger related costs. On August 20, 2024, we entered into the Merger Agreement. All costs associated with the Merger Agreement are reflected herein. For further information on the proposed Merger, see Note 3, “Entry into a Material Definitive Agreement with CONSOL” to the Condensed Consolidated Financial Statements.

Severance costs related to voluntary separation plan. In the third quarter of 2024, we recorded $6.6 million of employee severance expenses related to the VSP, which was accepted by approximately 140 employees in our Thermal Segment. For further information on the VSP, see Note 4, “Severance Costs related to Voluntary Separation Plan” to the Condensed Consolidated Financial Statements.

Other operating income, net. The increase in other operating income, net in the third quarter of 2024 as compared to the third quarter of 2023 was primarily due to an increase in transloading income of approximately $3.1 million.

Nonoperating expenses. The following table summarizes our nonoperating expenses during the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
Non-service related pension and postretirement benefit credits	$	1,667	$	4,507	$	(2,840)
Total nonoperating expenses	$	1,667	$	4,507	$	(2,840)

Non-service related pension and postretirement benefit credits. See Note 14, “Employee Benefit Plans” to the Condensed Consolidated Financial Statements for additional information.

(Benefit from) provision for income taxes. The following table summarizes our benefit from (provision for) income taxes for the three months ended September 30, 2024 and 2023:


	Three Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
(Benefit from) provision for income taxes	$	(6,608)	$	16,781	$	23,389

Our effective tax rate for three months ended September 30, 2024 is based on our estimated full year effective tax rate, adjusted for discrete items. Due to the pretax loss incurred during the quarter and the related impact to our estimated full year tax rate, the effective tax rate for the three months ended September 30, 2024 was 50.8%. The effective tax rates for the three months ended September 30, 2024 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion. See Note 10, “Income Taxes,” to the Condensed Consolidated Financial Statements for additional information regarding the comparison of the income tax provision at the statutory rate to the actual benefit from (provision for) taxes.

Nine Months Ended September 30, 2024 and 2023

Coal sales. The following table summarizes information about our coal sales during the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024		2023		(Decrease) / Increase

	(In thousands)
Coal sales	$	1,906,840	$	2,371,826	$	(464,986)
Tons sold		44,428		57,066		(12,638)

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On a consolidated basis, coal sales in the first nine months of 2024 were approximately $465.0 million, or 19.6%, less than in the first nine months of 2023, while tons sold decreased approximately 12.6 million tons, or 22.1%. Coal Metallurgical coal sales decreased approximately $265.8 million primarily due to lower realized pricing. Thermal coal sales decreased approximately $199.2 million due to decreased sales volume to domestic utility customers. See the discussion in “Operational Performance” for further information about segment results.

Costs, expenses and other. The following table summarizes costs, expenses and other components of operating income during the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
Cost of sales (exclusive of items shown separately below)	$	1,655,003	$	1,774,753	$	119,750
Depreciation, depletion and amortization		118,149		108,273		(9,876)
Accretion on asset retirement obligations		17,608		15,877		(1,731)
Selling, general and administrative expenses		68,708		73,092		4,384
Merger related costs		7,002		—		(7,002)
Severance costs related to voluntary separation plan		6,649		—		(6,649)
Other operating income, net		(23,854)		(10,037)		13,817
Total costs, expenses and other	$	1,849,265	$	1,961,958	$	112,693

Cost of sales. Our cost of sales for the first nine months of 2024 decreased approximately $119.8 million, or 6.8%, versus the first nine months of 2023. The decrease in cost of sales is directly attributable to decreased sales sensitive costs of approximately $92.7 million, which includes a $12.8 million West Virginia severance tax rebate recorded during the current year, and reduced repairs and supplies costs of approximately $69.3 million, partially offset by increased labor and benefits costs of approximately $32.2 million. The West Virginia severance tax rebate is related to a law passed several years ago to encourage investment in the state and is based on capital improvement expenditures and employment and production levels. See discussion in “Operational Performance” for further information about segment results.

Depreciation, depletion, and amortization. The increase in depreciation, depletion, and amortization in the first nine months of 2024 versus the first nine months of 2023 primarily related to the additional capital investment in the metallurgical segment in recent years.

Accretion on asset retirement obligations. The increase in accretion expense in the first nine months of 2024 versus the first nine months of 2023 is primarily related to the results of our annual recosting exercise completed during the fourth quarter of 2023.

Selling, general and administrative expenses. Selling, general and administrative expenses in the first nine months of 2024 decreased versus the first nine months of 2023, primarily due to decreased compensation costs of approximately $6.1 million, partially offset by an increase in professional services of approximately $1.6 million.

Merger related costs. On August 20, 2024, we entered into the Merger Agreement. All costs associated with the Merger Agreement are reflected herein. For further information on our proposed Merger, see Note 3, “Entry into a Material Definitive Agreement with CONSOL” to the Condensed Consolidated Financial Statements.

Severance costs related to voluntary separation plan. In the third quarter of 2024, we recorded $6.6 million of employee severance expenses related to VSP, which was accepted by approximately 140 employees in our Thermal Segment. For further information on the VSP, see Note 4, “Severance Costs related to Voluntary Separation Plan” to the Condensed Consolidated Financial Statements.

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Other operating income, net. The increase in other operating income, net in the first nine months of 2024 compared to the first nine months of 2023 was primarily due to increased miscellaneous income of $13.3 million, which was primarily due to the net favorable impact of a $9.1 million gain during the first quarter of 2024 related to coordinating the start-up of the Leer longwall to allow for relocation of power lines that were to be undermined, and an increase of $8.2 million in transloading income, partially offset by decreased income from certain coal derivative settlements of approximately $6.3 million (immaterial income in 2024 compared to $6.3 million in income in 2023).

Nonoperating expenses. The following table summarizes our nonoperating expenses during the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
Non-service related pension and postretirement benefit credits	$	1,096	$	5,692	$	(4,596)
Net loss resulting from early retirement of debt		—		(1,126)		1,126
Total non-operating expenses	$	1,096	$	4,566	$	(3,470)

Non-service related pension and postretirement benefit credits. See Note 14, “Employee Benefit Plans” to the Condensed Consolidated Financial Statements for additional information.

(Benefit from) provision for income taxes. The following table summarizes our benefit from (provision for) income taxes during the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024		2023		Increase (Decrease) in Net Income

	(In thousands)
(Benefit from) provision for income taxes	$	(887)	$	66,839	$	67,726

Our effective tax rate for nine months ended September 30, 2024 is based on our estimated full year effective tax rate, adjusted for discrete items. Due to the pretax loss incurred during the quarter and the related impact to our estimated full year tax rate, the effective tax rate for the nine months ended September 30, 2024 was (1.4)%, respectively. The effective tax rate for the nine months ended September 30, 2024 differ from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion. The effective tax rate for nine months ended September 30, 2024 also includes the impact of discrete tax benefits related to equity compensation. See Note 10, “Income Taxes” to the Condensed Consolidated Financial Statements for a reconciliation of the federal income tax provision at the statutory rate to the actual benefit from (provision for) income taxes.

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Operational Performance

Three and Nine Months Ended September 30, 2024 and 2023

Our mining operations are evaluated based on Adjusted EBITDA, per-ton cash operating costs (defined as including all mining costs except depreciation, depletion, amortization, accretion on asset retirements obligations, and pass-through transportation expenses, divided by segment tons sold), and on other non-financial measures, such as safety and environmental performance. Adjusted EBITDA is defined as net income (loss) attributable to us before the effect of net interest expense, income taxes, depreciation, depletion and amortization, the accretion on asset retirement obligations and nonoperating income (expenses). Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our core operating performance. Adjusted EBITDA is not a measure of financial performance in accordance with generally accepted accounting principles, and items excluded from Adjusted EBITDA are significant in understanding and assessing our financial condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income (loss), income (loss) from operations, cash flows from operations or as a measure of our profitability, liquidity or performance under generally accepted accounting principles. Furthermore, analogous measures are used by industry analysts and investors to evaluate our operating performance. Investors should be aware that our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following table shows results by operating segment for the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023		Variance		2024		2023		Variance
Metallurgical
Tons sold (in thousands)		2,445		2,346		99		6,766		6,962		(196)
Coal sales per ton sold	$	115.55	$	151.33	$	(35.78)	$	131.76	$	165.00	$	(33.24)
Cash cost per ton sold	$	93.81	$	96.63	$	2.82	$	93.08	$	89.94	$	(3.14)
Cash margin per ton sold	$	21.74	$	54.70	$	(32.96)	$	38.69	$	75.06	$	(36.38)
Adjusted EBITDA (in thousands)	$	54,167	$	128,322	$	(74,155)	$	270,978	$	524,218	$	(253,240)
Thermal
Tons sold (in thousands)		13,769		16,831		(3,062)		37,662		50,104		(12,442)
Coal sales per ton sold	$	16.86	$	16.73	$	0.13	$	17.46	$	17.35	$	0.10
Cash cost per ton sold	$	16.00	$	15.39	$	(0.62)	$	17.17	$	15.41	$	(1.76)
Cash margin per ton sold	$	0.86	$	1.34	$	(0.48)	$	0.28	$	1.94	$	(1.66)
Adjusted EBITDA (in thousands)	$	12,847	$	23,373	$	(10,526)	$	14,846	$	98,807	$	(83,961)

This table reflects numbers reported under a basis that differs from U.S. GAAP. See “Reconciliation of Non-GAAP measures” below for an explanation and a reconciliation of these amounts to the nearest GAAP measures. Other companies may calculate these per ton amounts differently, and our calculation may not be comparable to other similarly titled measures.

Metallurgical — Adjusted EBITDA for the three and nine months ended September 30, 2024, decreased from the three and nine months ended September 30, 2023, due to decreased coal sales realization per ton sold, and Adjusted EBITDA for the nine months ended September 30, 2024, was also impacted by reduced tons sold and increased cash cost per ton sold. As discussed previously in the “Overview,” coal sales realization per ton sold declined from the prior year periods, as weak global economic growth muted demand for finished steel products and an increase in high quality coking coal supply in international markets exerted downward pressure on international coking coal prices. While tons sold improved in the three months ended September 30, 2024, tons sold in the nine months ended September 30, 2024, were negatively impacted by the collapse of the Francis Scott Key Bridge, which effectively blocked our shipments of coking coal from one of our two main coking coal ports, the Curtis Bay Terminal (CBT), for most of the three months ended June 30, 2024. Cash cost per ton sold decreased in the three month period ended September 30, 2024, and increased in the nine month period ended September 30, 2024, as compared to the prior year periods in relation to the

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changes in tons sold for the respective periods. Our cash cost per ton sold benefitted in the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, from a severance tax rebate of $12.8 million from the state of West Virginia received during the three months ended June 30, 2024. The West Virginia severance tax rebate is related to a law passed several years ago to encourage investment in the state and is based on capital investments that increase employment and production levels in the state.

Our Metallurgical segment sold 2.1 million tons of coking coal and 0.4 million tons of associated thermal coal in the three months ended September 30, 2024, compared to 2.2 million tons of coking coal and 0.1 million tons of associated thermal coal in the three months ended September 30, 2023. For the nine months ended September 30, 2024, we sold 6.0 million tons of coking coal and 0.8 million tons of associated thermal coal, compared to 6.5 million tons of coking coal and 0.4 million tons of associated thermal coal in the nine months ended September 30, 2023. Longwall operations accounted for approximately 75% of our shipment volume in the three months ended September 30, 2024, compared to approximately 79% of our shipment volume in the three months ended September 30, 2023, and approximately 75% of our shipment volume in the nine months ended September 30, 2024, compared to approximately 77% in the nine months ended September 30, 2023.

Thermal — Adjusted EBITDA for the three and nine months ended September 30, 2024, decreased compared to the three and nine months ended September 30, 2023, due to decreased tons sold and increased cash cost per ton sold. As discussed previously in the “Overview,” tons sold declined due to weakness in the domestic thermal market related to low power demand, low natural gas prices, and increased renewable generation. Cash cost per ton sold increased primarily due to the decrease in sales volumes. Coal sales realization per ton sold increased in the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, due to an increase in the percentage of higher value industrial and export sales in the sales mix.

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Reconciliation of Non-GAAP measures Segment coal sales per ton sold

Non-GAAP Segment coal sales per ton sold is calculated as segment coal sales revenues divided by segment tons sold. Segment coal sales revenues are adjusted for transportation costs, and may be adjusted for other items that, due to generally accepted accounting principles, are classified in “other operating income, net” in the Condensed Consolidated Statements of Operations, but relate to price protection on the sale of coal. Segment coal sales per ton sold is not a measure of financial performance in accordance with generally accepted accounting principles. We believe segment coal sales per ton sold provides useful information to investors as it better reflects our revenue for the quality of coal sold and our operating results by including all income from coal sales. The adjustments made to arrive at these measures are significant in understanding and assessing our financial condition. Therefore, segment coal sales revenues should not be considered in isolation, nor as an alternative to coal sales revenues under generally accepted accounting principles.


					Idle and
Three Months Ended September 30, 2024	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Revenues in the Condensed Consolidated Statements of Operations	$	361,916	$	255,983	$	—	$	617,899
Less: Adjustments to reconcile to Non-GAAP Segment coal sales revenue
Transportation costs		79,370		23,802		—		103,172
Non-GAAP Segment coal sales revenues	$	282,546	$	232,181	$	—	$	514,727
Tons sold		2,445		13,769
Coal sales per ton sold	$	115.55	$	16.86


					Idle and
Three Months Ended September 30, 2023	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Revenues in the Condensed Consolidated Statements of Operations	$	432,835	$	311,766	$	—	$	744,601
Less: Adjustments to reconcile to Non-GAAP Segment coal sales revenue
Transportation costs		77,806		30,128		—		107,934
Non-GAAP Segment coal sales revenues	$	355,029	$	281,638	$	—	$	636,667
Tons sold		2,346		16,831
Coal sales per ton sold	$	151.33	$	16.73

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					Idle and
Nine Months Ended September 30, 2024	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Revenues in the Condensed Consolidated Statements of Operations	$	1,154,938	$	751,902	$	—	$	1,906,840
Less: Adjustments to reconcile to Non-GAAP Segment coal sales revenue
Transportation costs		263,425		94,413		—		357,838
Non-GAAP Segment coal sales revenues	$	891,513	$	657,489	$	—	$	1,549,002
Tons sold		6,766		37,662
Coal sales per ton sold	$	131.76	$	17.46


					Idle and
Nine Months Ended September 30, 2023	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Revenues in the Condensed Consolidated Statements of Operations	$	1,420,758	$	951,068	$	—	$	2,371,826
Less: Adjustments to reconcile to Non-GAAP Segment coal sales revenue
Coal risk management derivative settlements classified in "other operating income, net"		—		(6,255)		—		(6,255)
Transportation costs		272,080		87,853		—		359,933
Non-GAAP Segment coal sales revenues	$	1,148,678	$	869,470	$	—	$	2,018,148
Tons sold		6,962		50,104
Coal sales per ton sold	$	165.00	$	17.35

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Segment cash cost per ton sold

Non-GAAP Segment cash cost per ton sold is calculated as segment cash cost of coal sales divided by segment tons sold. Segment cash cost of coal sales is adjusted for transportation costs, and may be adjusted for other items that, due to generally accepted accounting principles, are classified in “other operating income, net” in the Condensed Consolidated Statements of Operations, but relate directly to the costs incurred to produce coal. Segment cash cost per ton sold is not a measure of financial performance in accordance with generally accepted accounting principles. We believe segment cash cost per ton sold better reflects our controllable costs and our operating results by including all costs incurred to produce coal. The adjustments made to arrive at these measures are significant in understanding and assessing our financial condition. Therefore, segment cash cost of coal sales should not be considered in isolation, nor as an alternative to cost of sales under generally accepted accounting principles.


					Idle and
Three Months Ended September 30, 2024	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Cost of sales in the Condensed Consolidated Statements of Operations	$	308,758	$	243,257	$	6,581	$	558,596
Less: Adjustments to reconcile to Non-GAAP Segment cash cost of coal sales
Diesel fuel risk management derivative settlements classified in "other operating income, net"		—		(900)		—		(900)
Transportation costs		79,370		23,802		—		103,172
Cost of coal sales from idled or otherwise disposed operations not included in segments		—		—		4,646		4,646
Other (operating overhead, certain actuarial, etc.)		—		—		1,935		1,935
Non-GAAP Segment cash cost of coal sales	$	229,388	$	220,355	$	—	$	449,743
Tons sold		2,445		13,769
Cash Cost Per Ton Sold	$	93.81	$	16.00


					Idle and
Three Months Ended September 30, 2023	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Cost of sales in the Condensed Consolidated Statements of Operations	$	304,511	$	288,518	$	3,860	$	596,889
Less: Adjustments to reconcile to Non-GAAP Segment cash cost of coal sales
Diesel fuel risk management derivative settlements classified in "other operating income, net"		—		(564)		—		(564)
Transportation costs		77,806		30,128		—		107,934
Cost of coal sales from idled or otherwise disposed operations not included in segments		—		—		1,184		1,184
Other (operating overhead, certain actuarial, etc.)		—		—		2,676		2,676
Non-GAAP Segment cash cost of coal sales	$	226,705	$	258,954	$	—	$	485,659
Tons sold		2,346		16,831
Cash Cost Per Ton Sold	$	96.63	$	15.39

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						Idle and
Nine Months Ended September 30, 2024	Metallurgical		Thermal			Other		Consolidated
(In thousands)
GAAP Cost of sales in the Condensed Consolidated Statements of Operations	$	893,195	$	738,483		$	23,325	$	1,655,003
Less: Adjustments to reconcile to Non-GAAP Segment cash cost of coal sales
Diesel fuel risk management derivative settlements classified in "other operating income, net"		—		(2,700)			—		(2,700)
Transportation costs		263,425		94,413			—		357,838
Cost of coal sales from idled or otherwise disposed operations not included in segments		—		—			13,628		13,628
Other (operating overhead, certain actuarial, etc.)		—		—			9,697		9,697
Non-GAAP Segment cash cost of coal sales	$	629,770	$	646,770	$		—	$	1,276,540
Tons sold		6,766		37,662
Cash Cost Per Ton Sold	$	93.08	$	17.17


					Idle and
Nine Months Ended September 30, 2023	Metallurgical		Thermal		Other		Consolidated
(In thousands)
GAAP Cost of sales in the Condensed Consolidated Statements of Operations	$	898,232	$	857,052	$	19,469	$	1,774,753
Less: Adjustments to reconcile to Non-GAAP Segment cash cost of coal sales
Diesel fuel risk management derivative settlements classified in "other operating income, net"		—		(2,997)		—		(2,997)
Transportation costs		272,080		87,853		—		359,933
Cost of coal sales from idled or otherwise disposed operations not included in segments		—		—		11,518		11,518
Other (operating overhead, certain actuarial, etc.)		—		—		7,951		7,951
Non-GAAP Segment cash cost of coal sales	$	626,152	$	772,196	$	—	$	1,398,348
Tons sold		6,962		50,104
Cash Cost Per Ton Sold	$	89.94	$	15.41

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Reconciliation of Net Income (Loss) to Segment Adjusted EBITDA

The discussion in “Results of Operations” above includes references to our Adjusted EBITDA for each of our reportable segments. Adjusted EBITDA is defined as net income (loss) attributable to us before the effect of net interest expense, income taxes, depreciation, depletion and amortization, the accretion on asset retirement obligations and nonoperating (income) expenses. Adjusted EBITDA may also be adjusted for items that may not reflect the trend of future results by excluding transactions that are not indicative of our core operating performance. We use Adjusted EBITDA to measure the operating performance of our segments and allocate resources to our segments. Adjusted EBITDA is not a measure of financial performance in accordance with generally accepted accounting principles, and items excluded from Adjusted EBITDA are significant in understanding and assessing our financial condition. Therefore, Adjusted EBITDA should not be considered in isolation, nor as an alternative to net income (loss), income (loss) from operations, cash flows from operations or as a measure of our profitability, liquidity or performance under generally accepted accounting principles. Investors should be aware that our presentation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The table below shows how we calculate Adjusted EBITDA.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income (loss)	$	(6,221)	$	73,691	$	64,565	$	349,152
(Benefit from) provision for income taxes		(6,608)		16,781		(887)		66,839
Interest expense, net		(1,753)		(1,683)		(5,007)		(1,557)
Depreciation, depletion and amortization		40,890		36,717		118,149		108,273
Accretion on asset retirement obligations		5,869		5,292		17,608		15,877
Merger related costs		7,002		—		7,002		—
Severance costs related to voluntary separation plan		6,649		—		6,649		—
Non-service related pension and postretirement benefit credits		(1,667)		(4,507)		(1,096)		(5,692)
Net loss resulting from early retirement of debt		—		—		—		1,126
Adjusted EBITDA		44,161		126,291		206,983		534,018
EBITDA from idled or otherwise disposed operations		4,101		30		11,493		8,726
Selling, general and administrative expenses		20,603		24,279		68,708		73,092
Other		(1,851)		1,095		(1,360)		7,189
Segment Adjusted EBITDA from coal operations	$	67,014	$	151,695	$	285,824	$	623,025

Other includes primarily income or loss from our equity investment, changes in fair value of derivatives we use to manage our exposure to diesel fuel pricing, changes in the fair value of coal derivatives, EBITDA provided by our land company, and certain miscellaneous revenue.

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Liquidity and Capital Resources

Our primary sources of liquidity are proceeds from coal sales to customers and certain financing arrangements. Excluding significant investing activity, we intend to satisfy our working capital requirements and fund capital expenditures and debt-service obligations with cash generated from operations and cash on hand. We remain focused on prudently managing costs, including capital expenditures, maintaining a strong balance sheet, and ensuring adequate liquidity.

Given the volatile nature of coal markets, we believe it remains important to take a prudent approach to managing our balance sheet and liquidity. Additionally, banks and other lenders have become increasingly hesitant to provide financing to coal producers, especially those with significant thermal coal exposure. Due to the nature of our business, we may be limited in accessing debt capital markets or obtaining additional bank financing, or the cost of accessing this financing could become more expensive.

Our priority is to maintain our strong financial position with substantial liquidity and low levels of debt and other liabilities, while returning significant value to our stockholders. We ended the first nine months of 2024 with cash, cash equivalents and short-term investments of $255.9 million and total liquidity of $359.8 million. During the first nine months of 2024, capital expenditures were approximately $126.9 million, and we expect our capital spending to remain at maintenance levels for the foreseeable future. We believe our current liquidity level is sufficient to fund our business, including costs related to the proposed Merger and meet both our short-term (the next 12 months) and reasonably foreseeable long-term requirements. We expect to maintain minimum liquidity levels of approximately $250 million to $300 million, with a substantial portion of that held in cash.

For the nine months ended September 30, 2024, we paid approximately $68.9 million to our stockholders in the form of dividends and spent approximately $30.7 million to repurchase our common stock. In conjunction with the announcement of the proposed merger with CONSOL, we have suspended share repurchases and have agreed to limit quarterly dividends to $0.25 per share. Our Board has declared a fixed dividend of $0.25 per share that will be paid on November 26, 2024 to stockholders of record as of November 15, 2024.

On January 18, 2023, the Office of Workers’ Compensation Programs (“OWCP”) proposed revisions to regulations under the Black Lung Benefits Act governing authorization of self-insurers. The revisions seek to codify the practice of basing a self-insured operator’s security requirement on an actuarial assessment of its total present and future black lung liability. A material change to the regulations is the requirement that all self-insured operators must post security equal to 120% of their projected black lung liabilities. The proposed regulations were posted to the Federal Register on January 19, 2023 with written comments to be accepted within 60 days of this date. A subsequent extended comment period expired on April 19, 2023. On May 10, 2024, the OWCP forwarded its final rule establishing requirements for Black Lung Benefits Act self-insurance to the Office of Management and Budget (“OMB”) for review. OMB is charged by various executive orders to review significant regulations. OMB reviews are limited to 90 days and may be extended by an additional 30 days; however, OMB reviews often take longer. At this stage in the rulemaking process, no rule text is publicly available, and the final regulations have not yet been published. If the above regulation is codified into law, the Company will be required to post additional collateral to maintain its self-insured status. The Company is evaluating alternatives to self-insurance, including the purchase of commercial insurance to cover these claims. Additionally, the Company is assessing additional sources of liquidity, and other items to satisfy the proposed regulations.

On February 8, 2024, the Company entered into a new senior secured term loan credit agreement in the principal amount of $20.0 million (the “Term Loan”) with PNC Bank, National Association, as administrative and collateral agent. The Term Loan requires quarterly principal amortization payments of $3.3 million and matures on June 30, 2025. The interest rate on the facility is, at the option of Arch Resources, either (i) the Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% plus an applicable margin of 3.00%, subject to a SOFR floor of 0.00%, or (ii) a base rate plus an applicable margin of 2.00%.

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The table below summarizes our availability under our credit facilities as of September 30, 2024:


					Letters of
			Borrowing		Credit				Contractual
	Face Amount		Base		Outstanding		Availability		Expiration
	(Dollars in thousands)
Securitization Facility	$	150,000	$	130,100	$	50,492	$	79,608		August 1, 2025
Inventory Facility		50,000		50,000		26,200		23,800		August 3, 2025
Total	$	200,000	$	180,100	$	76,692	$	103,408

The above standby letters of credit outstanding have primarily been issued to satisfy certain insurance-related collateral requirements. The amount of collateral required by counterparties is based on their assessment of our ability to satisfy our obligations and may change at the time of policy renewal or based on a change in their assessment. Future increases in the amount of collateral required by counterparties would reduce our available liquidity.

Contractual Obligations

Our contractual obligations include long-term debt and related interest, leases, coal lease rights, coal purchase obligations, and unconditional purchase obligations. As discussed above, we increased our long-term debt by a principal amount of $20 million under our Term Loan during the first three months of 2024. There have been no other material changes to our contractual obligations from our Annual Report on Form 10-K for the year ended December 31, 2023.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to certain off-balance sheet arrangements. These arrangements include guarantees, indemnifications and financial instruments with off-balance sheet risk, such as bank letters of credit and performance or surety bonds. Liabilities related to these arrangements are not reflected in our Condensed Consolidated Balance Sheets, and we do not expect any material adverse effects on our financial condition, results of operations or cash flows to result from these off-balance sheet arrangements. We use a combination of surety bonds and letters of credit to secure our financial obligations for reclamation, workers’ compensation, coal lease obligations and other obligations. There have been no material changes to our off-balance sheet arrangements from our Annual Report on Form 10-K for the year ended December 31, 2023. For further information regarding off-balance sheet arrangements, see Note 15, “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.

Cash Flow

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2024 and 2023:



	Nine Months Ended September 30,
	2024		2023
(In thousands)
Cash provided by (used in):
Operating activities	$	212,359	$	453,818
Investing activities		(141,140)		(125,959)
Financing activities		(139,431)		(380,821)

Cash provided by operating activities decreased approximately $241.5 million compared to the prior year, primarily due to a decrease in results from operations discussed in the “Overview” and “Operational Performance” sections above

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partially offset by a net favorable change in working capital of approximately $77.7 million when compared to the prior year.

Cash used in investing activities increased in the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to increased capital expenditures of approximately $5.9 million for maintenance capital and an increase in net short-term investment activity of approximately $10.2 million.

Cash used in financing activities declined $241.4 million compared to the prior period, primarily due to a decrease of approximately $77.4 million in overall net debt payments compared to the prior year, a reduction in dividends paid of approximately $114.8 million, a decrease in share repurchases of $91.2 million, and a decrease of $43.9 million of proceeds from warrants exercised in the prior year.

Critical Accounting Estimates

We prepare our financial statements in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Management bases it estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. There have been no material changes to our critical accounting estimates as discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We manage our commodity price risk for our non-trading, thermal coal sales through the use of long-term coal supply agreements, and to a limited extent, through the use of derivative instruments. Sales commitments in the metallurgical coal market are typically not long term in nature, and we are therefore subject to fluctuations in market pricing.

Our sales commitments for 2024 were as follows as of September 30, 2024:


	2024
	Tons	$ per ton
Metallurgical	(in millions)
Committed, North America Priced Coking	1.5	$	157.04
Committed, North America Unpriced Coking	—
Committed, Seaborne Priced Coking	5.2		140.68
Committed, Seaborne Unpriced Coking	1.1

Committed, Priced Thermal	0.9		30.92
Committed, Unpriced Thermal	—

Thermal
Committed, Priced	52.8	$	17.28
Committed, Unpriced	0.1

We have exposure to price risk for supplies that are used directly or indirectly in the normal course of production, such as diesel fuel, steel, explosives and other items. We manage our risk for these items through strategic sourcing contracts in normal quantities with our suppliers. We may sell or purchase forward contracts, swaps and options in the over-the-counter market in order to manage our exposure to price risk related to these items.

We are exposed to price risk with respect to diesel fuel purchased for use in our operations. We anticipate purchasing approximately 30 to 35 million gallons of diesel fuel for use in our operations annually. To protect our cash flows from increases in the price of diesel fuel for our operations, we use forward physical diesel purchase contracts, purchased heating oil call options and New York Mercantile Exchange gulf coast diesel swaps and options. At September 30, 2024, the Company had protected the price of expected diesel fuel purchases for the remainder of 2024 with approximately 6 million gallons of heating oil call options with an average strike price of $3.10 per gallon. These positions are not designated as hedges for accounting purposes, and therefore, changes in the fair value are recorded immediately to earnings.

Item 4.Controls and Procedures

We performed an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that the disclosure controls and procedures were effective as of such date. There were no changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.Legal Proceedings

We are involved in various claims and legal actions arising in the ordinary course of business, including commercial and employee injury claims. After conferring with counsel, it is the opinion of management that the ultimate resolution of these claims, to the extent not previously provided for, will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Item 1A. Risk Factors

With the exception of the risk factors described and set forth below, there have been no material changes to the “Risk Factors” disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

Risks Relating to the Merger

The Merger may not be completed, and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger. These conditions may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

In addition, if the Merger is not completed by August 20, 2025 (which date may be extended to November 20, 2025 in certain circumstances), either the Company or CONSOL may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval. In addition, the Company and CONSOL may elect to terminate the Merger Agreement in certain other circumstances as described in the Merger Agreement.

The Merger Agreement limits the Company’s ability to pursue alternatives to the Merger, may discourage other companies from trying to acquire the Company and, in specified circumstances, could require the Company to pay CONSOL a termination fee.

The Merger Agreement contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to the Company’s stockholders than the Merger, or may result in a potential acquirer of the Company proposing to pay a lower per share price to acquire the Company than it might otherwise have proposed to pay. These provisions include a general prohibition on the Company soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Company’s Board of Directors, entering into discussions with any third party regarding any competing proposal. Further, even if the Company’s Board of Directors withholds, withdraws, qualifies or modifies its recommendation to stockholders with respect to the Company’s merger-related stockholder proposals, unless the Merger Agreement has been terminated in accordance with its terms, the Company will still be required to submit such proposals to a vote by the Company’s stockholders. The Merger Agreement further provides that under specified circumstances, the Company may be required to pay CONSOL a cash termination fee of $82 million.

Failure to complete the Merger could negatively impact the price of shares of Arch common stock, as well as the Company’s future businesses and financial results.

The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger. There can be no assurance that all of the conditions to the completion of the Merger will be satisfied or waived. If these conditions are not satisfied or waived, the Merger will not be completed.

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If the Merger is not completed for any reason, including the failure to receive the required approvals of the Company’s stockholders or CONSOL’s stockholders, the Company’s businesses and financial results may be adversely affected and, without realizing any of the benefits of having completed the Merger, the Company would be subject to a number of risks, including as follows:

●

the Company may experience negative reactions from the financial markets, including negative impacts on the market price of Arch common stock;

●

the Company and its subsidiaries may experience negative reactions from their respective customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business, which in turn could affect the Company’s marketing operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

●

the Company may experience negative reactions from employees;

●

the Company will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

●

the Company will have expended time and resources that could otherwise have been spent on the Company’s existing businesses and the pursuit of other opportunities that could have been beneficial to the Company, and the Company’s ongoing business and financial results may be adversely affected.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of the Company and CONSOL, which could adversely affect the future business and operations of the combined company following the Merger or, in the event the Merger is not completed, the Company.

Each of the Company and CONSOL depends on the experience and industry knowledge of its officers and other key employees to execute its business plans. The success of the combined company after the Merger will depend in part on its ability to retain key management personnel and other key employees. Current and prospective employees of the Company and CONSOL may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of the Company and CONSOL to retain or attract key management and other key personnel. If the Company or CONSOL is unable to retain personnel, including the Company’s or CONSOL’s key management, who are critical to the future operations of the companies, the Company and CONSOL could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key Company and CONSOL personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company following the Merger, will be able to retain or attract key management personnel and other key employees of the Company and CONSOL to the same extent that the Company and CONSOL have previously been able to retain or attract their own employees. These same risks apply to the ability of the Company to retain its key management personnel and other key employees, in the event the Merger is not completed.

The business relationships of the Company and CONSOL may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on the business, financial condition, cash flows and results of operations of the Company or the combined company following the Merger.

Parties with which the Company or CONSOL do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with the Company, CONSOL or the combined company following the Merger. The Company’s and CONSOL’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than the Company, CONSOL or the combined company following the Merger. These disruptions could have a material and adverse effect on the

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business, financial condition, cash flows and results of operations of the Company, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement subjects the Company to restrictions on its business activities prior to the effective time of the Merger.

The Merger Agreement restricts the Company from entering into certain corporate transactions and taking other specified actions without the consent of CONSOL, and generally requires the Company to continue its operations in the ordinary course through the completion of the Merger. These restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

The Company is expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by the Company.

The Company has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. Many of these costs will be borne by the Company even if the Merger is not completed.

The Company will also incur transaction costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Expectations that the combined company will offset integration-related costs over time by the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could adversely affect the financial condition, cash flows and operating results of the combined company following the completion of the Merger.

Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s and CONSOL’s respective liquidity and financial condition. Lawsuits that may be brought against the Company, CONSOL or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any governmental entity having jurisdiction over the Company, CONSOL or Merger Sub has been entered and continues to be in effect and no law has been adopted, in either case, that prohibits the closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect the Company’s and CONSOL’s respective business, financial condition, cash flows and results of operations. In addition, either the Company or CONSOL may terminate the Merger Agreement if any governmental entity having jurisdiction over the Company, CONSOL or Merger Sub has issued any order, decree, ruling or injunction permanently prohibiting the closing of the Merger that has become final and nonappealable or if any law has been adopted that permanently prohibits the closing of the Merger, so long as the Company’s (in the case of a termination by the Company) or CONSOL’s or Merger Sub’s (in the case of a termination by CONSOL) failure to fulfill any material covenant or agreement under the Merger

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Agreement has not been the cause of, materially contributed to or resulted in such order, decree, ruling, injunction or other action.

There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the combined company’s business, financial condition, cash flows and results of operations.

If the Merger is completed, the failure to integrate the businesses and operations of the Company and CONSOL successfully in the expected time frame may adversely affect the combined company’s future results.

The Company and CONSOL have operated and, until the completion of the Merger, will continue to operate independently. If the Merger is completed, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key Company employees or key CONSOL employees; the loss of customers, service providers, vendors or other business counterparties; the disruption of either company’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the Merger; or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the combined company.

Furthermore, if the Merger is completed, the board of directors and executive leadership of the combined company will consist of former directors from each of the Company and CONSOL and former executive officers from each of the Company and CONSOL, respectively. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

If the Merger is completed, the combined company may fail to realize all of the anticipated benefits of the Merger.

The success of the Merger, if it is completed, will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from combining the Company’s and CONSOL’s businesses and operational synergies. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected, may not be realized or could have other adverse effects that the Company does not currently foresee, in which case, among other things, the Merger may not be accretive to free cash flow and may not generate significant discretionary cash flow to return to stockholders via share buybacks or other means. Some of the assumptions that the Company has made, such as the achievement of the anticipated benefits related to the geographic, commodity and asset diversification and the expected size, scale, inventory and financial strength of the combined company, may not be realized if the Merger is completed. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the combined company.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

During the second quarter of 2022, our Board of Directors increased the remaining outstanding authorization for share repurchases to $500 million. In conjunction with announcement of the proposed merger with CONSOL, we have suspended share repurchases. No share repurchases were made in the three months ended September 30, 2024.

In the first nine months of 2024, we repurchased 189,068 shares at an average price of $162.62 per share for an aggregate purchase price of approximately $30.7 million. As of September 30, 2024, we had repurchased 12,385,695

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shares at an average share price of $92.08 per share for an aggregate purchase price of approximately $1.1 billion since inception of the stock repurchase program in 2017, and the remaining authorized amount for stock repurchases under this program is approximately $187 million.

Item 4.Mine Safety Disclosures

The statement concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024.

Item 5.Other Information

During the three months ended September 30, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits


2.1		Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 of Arch Resources’ Current Report on Form 8-K filed on September 15, 2016).

2.2		Order Confirming Debtors’ Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on September 13, 2016 (incorporated by reference to Exhibit 2.2 of Arch Resources’ Current Report on Form 8-K filed on September 15, 2016).

2.3†		Agreement and Plan of Merger, dated August 20, 2024, by and among Arch Resources, Inc., Mountain Range Merger Sub Inc. and CONSOL Energy Inc. (incorporated by reference to Exhibit 2.1 of Arch Resources’ Current Report on Form 8-K filed on August 21, 2024).

3.1		Restated Certificate of Incorporation of Arch Resources, Inc. (incorporated by reference to Exhibit 3.2 of Arch Resources’ Current Report on Form 8-K filed on May 15, 2020).

3.2		Amended and Restated Bylaws of Arch Resources, Inc. (incorporated by reference to Exhibit 3.1 of Arch Resources’ Current Report on Form 8-K filed on December 16, 2022).

4.1		Form of specimen Class A Common Stock certificate (incorporated by reference to Exhibit 4.1 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

4.2		Form of specimen Class B Common Stock certificate (incorporated by reference to Exhibit 4.2 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

4.3		Form of specimen Series A Warrant certificate (incorporated by reference to Exhibit A of Exhibit 10.5 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

4.4		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.4 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2019).

4.5		Indenture, dated as of November 3, 2020, between Arch Resources, Inc. and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Arch Resources’ Current Report on Form 8-K filed on November 4, 2020).

4.6		Form of certificate representing the 5.25% Convertible Senior Notes due 2025 (incorporated by reference to Exhibit A of Exhibit 4.1 of Arch Resources’ Current Report on Form 8-K filed on November 4, 2020).

10.1		Credit Agreement, dated as of February 8, 2024, among Arch Resources, Inc. as borrower, the guarantors party thereto, the lenders from time to time party thereto and PNC Bank, National Association, in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2023).

10.2		Credit Agreement, dated as of April 27, 2017, among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on May 2, 2017).

10.3		First Amendment to Credit Agreement dated November 19, 2018 by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.5 to Arch Resources’ Annual Report on Form 10-K for the year ended 2018).

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10.4		Waiver Letter Agreement and Second Amendment to Credit Agreement dated June 17, 2020 by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.6 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2020).

10.5		Third Amendment to Credit Agreement dated September 30, 2020, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit 10.7 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2020).

10.6		Fourth Amendment to Credit Agreement dated May 27, 2021, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.08 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended June 30, 2021).

10.7		Fifth Amendment to Credit Agreement dated August 3, 2022, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.9 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2022).

10.8		Sixth Amendment to Credit Agreement dated February 8, 2024, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.8 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2023).

10.9		Third Amended and Restated Receivables Purchase Agreement, dated October 5, 2016, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as initial servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.2 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

10.10		First Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2017, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.2 of Arch Resources’ Current Report on Form 8-K filed on May 2, 2017).

10.11		Second Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of August 27, 2018, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.7 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2018).

10.12		Third Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of May 14, 2019, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.9 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended June 30, 2019).

10.13		Fourth Amendment to Third Amended and Restated Receivables Purchase Agreement, dated September 30, 2020, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties

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		party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.12 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2020).

10.14		Fifth Amendment to Third Amended and Restated Receivables Purchase Agreement dated as of December 4, 2020 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.13 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended March 31, 2021).

10.15		Sixth Amendment to Third Amended and Restated Receivables Purchase Agreement dated as of October 8, 2021 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.15 of Arch Resources Quarterly Report on Form 10-Q for the period ended September 30, 2021).

10.16		Seventh Amendment to Third Amended and Restated Receivables Purchase Agreement dated August 3, 2022 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.17 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2022).

10.17		Eighth Amendment to Third Amended and Restated Receivables Purchase Agreement dated February 8, 2024 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.17 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2023).

10.18		Second Amended and Restated Purchase and Sale Agreement among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.3 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

10.19		First Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of December 21, 2016, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.7 of Arch Resources’ Quarterly Report on Form 10-Q filed for the period ended September 30, 2017).

10.20		Second Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of April 27, 2017, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.3 of Arch Resources’ Current Report on Form 8-K filed on May 2, 2017).

10.21		Third Amendment to Amended and Restated Purchase and Sale Agreement, dated as of September 14, 2017, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.16 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2020).

10.22		Fourth Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of December 13, 2019, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.17 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2020).

10.23		Fifth Amendment and Waiver to Second Amended and Restated Purchase and Sale Agreement dated June 17, 2020, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators

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		(incorporated by reference to Exhibit 10.18 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2020).

10.24		Sixth Amendment to Second Amended and Restated Purchase and Sale Agreement dated December 31, 2020, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.19 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2020).

10.25		Seventh Amendment to Second Amended and Restated Purchase and Sale Agreement dated March 13, 2023, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.25 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended on March 31, 2023).

10.26		Second Amended and Restated Sale and Contribution Agreement between Arch Resources, Inc., as the transferor, and Arch Receivable Company, LLC (incorporated by reference to Exhibit 10.4 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

10.27		First Amendment to the Second Amended and Restated Sale and Contribution Agreement, dated as of April 27, 2017, between Arch Resources, Inc., as the transferor, and Arch Receivable Company, LLC (incorporated by reference to Exhibit 10.4 of Arch Resources’ Current Report on Form 8-K filed on May 2, 2017).

10.28		Warrant Agreement, dated as of October 5, 2016, between Arch Resources, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent (incorporated by reference to Exhibit 10.5 of Arch Resources’ Current Report on Form 8-K filed on October 11, 2016).

10.29		Indemnification Agreement between Arch Resources, Inc. and the directors and officers of Arch Resources, Inc. and its subsidiaries (form incorporated by reference to Exhibit 10.28 of Arch Resources’ Annual Report on Form 10-K for the year ended 2022).

10.30		Registration Rights Agreement between Arch Resources, Inc. and Monarch Alternative Capital LP and certain other affiliated funds (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on November 21, 2016).

10.31		Coal Lease Agreement dated as of March 31, 1992, among Allegheny Land Company, as lessee, and UAC and Phoenix Coal Corporation, as lessors, and related guarantee (incorporated by reference to the Current Report on Form 8-K filed by Ashland Coal, Inc. on April 6, 1992).

10.32		Federal Coal Lease dated as of January 24, 1996 between the U.S. Department of the Interior and the Thunder Basin Coal Company (incorporated by reference to Exhibit 10.20 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 1998).

10.33		Federal Coal Lease dated as of November 1, 1967 between the U.S. Department of the Interior and the Thunder Basin Coal Company (incorporated by reference to Exhibit 10.21 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 1998).

10.34		Federal Coal Lease effective as of May 1, 1995 between the U.S. Department of the Interior and Mountain Coal Company (incorporated by reference to Exhibit 10.22 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 1998).

10.35		Federal Coal Lease dated as of January 1, 1999 between the Department of the Interior and Ark Land Company (incorporated by reference to Exhibit 10.23 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 1998).

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10.36		Federal Coal Lease effective as of March 1, 2005 by and between the United States of America and Ark Land LT, Inc. covering the tract of land known as “Little Thunder” in Campbell County, Wyoming (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Arch Resources on February 10, 2005).

10.37		Modified Coal Lease (WYW71692) executed January 1, 2003 by and between the United States of America, through the Bureau of Land Management, as lessor, and Triton Coal Company, LLC, as lessee, covering a tract of land known as “North Rochelle” in Campbell County, Wyoming (incorporated by reference to Exhibit 10.24 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2004).

10.38		Coal Lease (WYW127221) executed January 1, 1998 by and between the United States of America, through the Bureau of Land Management, as lessor, and Triton Coal Company, LLC, as lessee, covering a tract of land known as “North Roundup” in Campbell County, Wyoming (incorporated by reference to Exhibit 10.25 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2004).

10.39*		Letter Agreement dated October 25, 2023 by and between Arch Resources, Inc. and John W. Eaves (incorporated by reference to Exhibit 10.39 of Arch Resources’ Quarterly Report on Form 10-Q for the period ended September 30, 2023).

10.40*		Form of Employment Agreement for Executive Officers of Arch Resources, Inc. (incorporated by reference to Exhibit 10.4 of Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2011).

10.41*		Arch Resources, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.26 to Arch Resources’ Annual Report on Form 10-K for the year ended December 31, 2014).

10.42		Arch Resources, Inc. Outside Directors’ Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 of Arch Resources’ Current Report on Form 8-K filed on December 12, 2008).

10.43*		Arch Resources, Inc. Supplemental Retirement Plan (as amended on December 5, 2008) (incorporated by reference to Exhibit 10.2 to Arch Resources’ Current Report on Form 8-K filed on December 12, 2008).

10.44*		Arch Resources, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Arch Resources’ Registration Statement on Form S-8 filed on November 1, 2016).

10.45*		Form of Restricted Stock Unit Contract (Time-Based Vesting) (incorporated by reference to Exhibit 10.1 to Arch Resources’ Current Report on Form 8-K filed on November 30, 2016).

10.46*		Form of Restricted Stock Unit Contract (Performance-Based Vesting) (incorporated by reference to Exhibit 10.2 to Arch Resources’ Current Report on Form 8-K filed on November 30, 2016).

10.47		Stock Repurchase Agreement dated September 13, 2017, among Arch Resources, Inc. and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP, Monarch Debt Recovery Master Fund Ltd and P Monarch Recovery Ltd. (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on September 19, 2017).

10.48		Stock Repurchase Agreement dated December 8, 2017, among Arch Resources, Inc. and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP, and Monarch Debt Recovery Master Fund Ltd (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on December 11, 2017).

10.49		Form of Confirmation of Base Capped Call Transaction (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on November 4, 2020).

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10.50		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 of Arch Resources’ Current Report on Form 8-K filed on May 23, 2022).

31.1**		Rule 13a-14(a)/15d-14(a) Certification of Paul A. Lang.

31.2**		Rule 13a-14(a)/15d-14(a) Certification of Matthew C. Giljum.

32.1		Section 1350 Certification of Paul A. Lang.

32.2		Section 1350 Certification of Matthew C. Giljum.

95		Mine Safety Disclosure Exhibit.

101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL: (1) Condensed Consolidated Statements of Operations, (2) Condensed Consolidated Statements of Comprehensive Income, (3) Condensed Consolidated Balance Sheets, (4) Condensed Consolidated Statements of Cash Flows, (5) Condensed Consolidated Statements of Stockholders’ Equity and (6) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Denotes a management contract or compensatory plan or arrangement.

**Furnished herein

† Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Arch hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

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Signatures

Pursuant to the requirements 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.


	Arch Resources, Inc.


	By:	/s/ Matthew C. Giljum
		Matthew C. Giljum
		Senior Vice President and Chief Financial Officer (On behalf of the registrant and as Principal Financial Officer)

		November 5, 2024

EXHIBIT 31.1

Certification

I, Paul A. Lang, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Arch Resources, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Paul A. Lang
	Paul A. Lang
	Chief Executive Officer, Director
	Date: November 5, 2024

EXHIBIT 31.2

Certification

I, Matthew C. Giljum, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Arch Resources, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Matthew C. Giljum
	Matthew C. Giljum
	Senior Vice President and Chief Financial Officer
	Date: November 5, 2024

EXHIBIT 32.1

Certification of Periodic Financial Reports

I, Paul A. Lang, Chief Executive Officer, Director of Arch Resources, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Arch Resources, Inc.


	/s/ Paul A. Lang
	Paul A. Lang
	Chief Executive Officer, Director
	Date: November 5, 2024

EXHIBIT 32.2

Certification of Periodic Financial Reports

I, Matthew C. Giljum, Senior Vice President and Chief Financial Officer of Arch Resources, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(2)information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Arch Resources, Inc.


	/s/ Matthew C. Giljum
	Matthew C. Giljum
	Senior Vice President and Chief Financial Officer
	Date: November 5, 2024

EXHIBIT 95

Mine Safety and Health Administration Safety Data

We believe that Arch Resources, Inc. (“Arch Resources”) is one of the safest coal mining companies in the world. Safety is a core value at Arch Resources and at our subsidiary operations. We have in place a comprehensive safety program that includes extensive health & safety training for all employees, site inspections, emergency response preparedness, crisis communications training, incident investigation, regulatory compliance training and process auditing, as well as an open dialogue between all levels of employees. The goals of our processes are to eliminate exposure to hazards in the workplace, ensure that we comply with all mine safety regulations, and support regulatory and industry efforts to improve the health and safety of our employees along with the industry as a whole.

The operation of our mines is subject to regulation by the Federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). MSHA inspects our mines on a regular basis and issues various citations, orders and violations when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations, issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating the above information regarding mine safety and health, investors should take into account factors such as: (i) the number of citations and orders will vary depending on the size of a coal mine, (ii) the number of citations issued will vary from inspector to inspector and mine to mine, and (iii) citations and orders can be contested and appealed, and in that process are often reduced in severity and amount, and are sometimes dismissed or vacated.

The table below sets forth for the three months ended September 30, 2024 for each active MSHA identification number of Arch Resources and its subsidiaries, the total number of: (i) violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA; (ii) orders issued under section 104(b) of the Mine Act; (iii) citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act; (iv) flagrant violations under section 110(b)(2) of the Mine Act; (v) imminent danger orders issued under section 107(a) of the Mine Act; (vi) proposed assessments from MHSA (regardless of whether Arch Coal has challenged or appealed the assessment); (vii) mining-related fatalities; (viii) notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of the Mine Act; (ix) notices from MSHA regarding the potential to have a pattern of violations as referenced in (viii) above; and (x) pending legal actions before the Federal Mine Safety and Health Review Commission (as of September 30, 2024) involving such coal or other mine, as well as the aggregate number of legal actions instituted and the aggregate number of legal actions resolved during the reporting period.


Mine or Operating Name / MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)	Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed (in thousands) ($)	Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violations Under Section 104(e) (Yes/No)	Received Notice of Potential to Have Pattern of Violations Under Section 104(e) (Yes/No)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)	Legal Actions Pending as of Last Day of Period(1) (#)
Active Operations
Vindex Cabin Run / 18-00133	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Bismarck / 46-09369	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Jackson Mt. / 18-00170	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Wolf Den Run / 18-00790	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Energy / Vindex / 46-02151	—	—	—	—	—	—	—	No	No	—	—	—
Vidnex Energy / Carlos Surface / 18-00769	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Energy / Douglas Island / 18-00749	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Energy / Dobbin Ridge Prep Plant / 46-07837	—	—	—	—	—	—	—	No	No	—	—	—
Vindex Energy / Frostburg Blend Yard / 18-00709	—	—	—	—	—	—	—	No	No	—	—	—
Beckley Pocahontas Mine / 46-05252	18	—	1	—	—	21.4	—	No	No	1	3	4
Beckley Pocahontas Plant / 46-09216	—	—	—	—	—	0.1	—	No	No	—	—	—
Eastern Birch River Mine / 46-07945	—	—	—	—	—	—	—	No	No	—	—	—
Leer South Mine / 46-04168	18	—	—	—	—	—	—	No	No	—	—	—
Leer South Prep Plant / 46-08777	—	—	—	—	—	—	—	No	No	—	—	—
Mingo Logan Mountaineer II / 46-09029	18	—	5	—	-—	21.7	1	No	No	1	3	8
Mingo Logan Cardinal Prep Plant / 46-09046	—	—	—	—	—	—	—	No	No	—	1	—

Mingo Logan Daniel Hollow / 46-09047	—	—	—	—	—	—	—	No	No	—	—	—
Leer #1 Mine / 46-09192	10	—	—	—	—	8.0	2	No	No	—	—	—
Arch of Wyoming Elk Mountain / 48-01694	—	—	—	—	—	—	—	No	No	—	—	—
Black Thunder / 48-00977	—	—	—	—	—	15.3	—	No	No	—	—	—
Coal Creek / 48-01215	—	—	—	—	—	1.6	—	No	No	—	—	—
West Elk Mine / 05-03672	5	—	—	—	—	18.0	1	No	No	—	—	—
Leer #1 Prep Plant / 46-09191	—	—	—	—	—	—	—	No	No	—	—	—
Wolf Run Mining – Sawmill Run Prep Plant / 46-05544	—	—	—	—	—	—	—	No	No	—	—	—
Wolf Run Mining / Imperial / 46-09115	—	—	—	—	—	—	—	No	No	—	—	—
Wolf Run Mining / Upshur / 46-05823	—	—	—	—	—	—	—	No	No	—	—	—

(1)

See table below for additional details regarding Legal Actions Pending as of September 30, 2024.


Mine or Operating Name/MSHA Identification Number	Contests of Citations, Orders (as of September 30, 2024)	Contests of Proposed Penalties (as of September 30, 2024)	Complaints for Compensation (as of September 30, 2024)	Complaints of Discharge, Discrimination or Interference (as of September 30, 2024)	Applications for Temporary Relief (as of September 30, 2024)	Appeals of Judges’ Decisions or Orders (as of September 30, 2024)
Beckley Pocahontas Mine / 46-05252	—	4	—	—	—	—
Mingo Logan Mountaineer II / 46-09029	1	7	—	—	—	—