What changed in this filing

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Item 1A. Risk Factors

2022-03-07 compared with 2021-03-15 · 206 added, 231 removed, 450 unchanged (49% of the section changed)

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

These risks include, but are not limited to, the following:

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

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

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

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

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

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

• Risks relating to our liquidity , such as those associated with our indebtedness, our ability to obtain or renew surety bonds, limitations imposed on us by our credit facility, access to funds when needed and debt service.

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Risks Relating to Our Industry and the Global Economy

Sustained low coal prices, or further declines in coal prices, would adversely affect revenues, operating results, cash flows, financial condition, stock price and the value of our coal reserves.

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

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

Those prices depend upon factors beyond our control (some of which are described in more detail in other risk factors below), including:

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

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

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

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

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

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

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

A period of sustained continued low coal prices, or further declines in coal prices, in the U.S.

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

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

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

Alpha produces met coal that is sold directly to both U.S.

and foreign steel industry customers and indirectly to foreign steel industry customers through U.S.-based companies.

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

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

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

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

Alpha produces coal that is sold directly to both U.S.

and foreign customers and indirectly to foreign customers through U.S.-based companies.

Coal export revenues accounted for approximately 76% of our coal revenues for the year ended December 31, 2021.

Met coal accounted for approximately 92% of our coal revenues for the year ended December 31, 2021.

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

On March 8, 2018, President Trump signed proclamations imposing a 25% tariff on imports of steel mill products and a 10% tariff on imports of wrought and unwrought aluminum.

Alpha’s export customers include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S.

Conversely, demand for met coal from our domestic customers may increase.

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

For example, in 2018, the U.S.

imposed tariffs on imports of steel mill products and a tariff on imports of wrought and unwrought aluminum.

These tariffs led to generally higher rates of steel production in the U.S.

and therefore greater domestic demand for met coal.

However, Alpha’s export customers include foreign steel producers who may be affected by these and similar tariffs to the extent their imports into the U.S.

are curtailed as a result of tariffs.

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

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

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

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

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

Foreign government policies related to coal production and consumption could negatively impact pricing and demand for our products.

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

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

Foreign government policies related to coal production and consumption could also negatively impact pricing and demand for our products.

Our ability to obtain financing and other services, and the form and degree of these services available to us, may be significantly limited by the lending, investment and similar policies of financial institutions and insurance companies regarding carbon energy producers and the environmental impacts of coal combustion.

Certain financial institutions, including banks and insurance companies, have adopted policies that prevent or limit these institutions from providing financing, insurance and other services to entities that produce, generate power from or use fossil fuels.

These policies, and others that may be adopted in the future, may limit our ability to obtain financing, insurance and other services and may have similar effects upon our customers, which may in turn reduce future global demand for coal.

Certain financial institutions, including banks and insurance companies, have adopted policies that prevent or limit those institutions from providing financing, insurance, bonding, and other services to entities that produce, generate power from or use fossil fuels.

These policies, and others that may be adopted in the future, may limit our ability to obtain financing, insurance, surety bonds, and other services and may have similar effects upon our customers, which may in turn reduce future global demand for coal.

Further, some investors and investment advisors support divestiture of securities issued by companies, such as us, involved in the fossil fuel extraction market.

These developments may negatively affect the market for our securities, our access to capital and financial markets and our ability to obtain insurance in the future, which may in turn have significant negative effects upon our business, financial condition and results of operations.

These developments may negatively affect the market for our securities, our access to capital and financial markets and our ability to obtain insurance in the future, which may in turn have significant negative effects on our business, financial condition and results of operations.

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

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coal exports also affects coal demand in the U.S.

This competition affects domestic and foreign coal prices and our ability to retain or attract coal customers.

The threat of increased production from competing mines and natural gas price declines with large basis differentials have all historically contributed to soft market conditions.

This competition affects domestic and international coal prices and our ability to retain or attract coal customers.

The threat of increased production from competing mines and natural gas price declines with large basis differentials have all historically contributed, and may in the future contribute, to lower coal prices.

In the past, high demand for coal and attractive pricing brought new investors to the coal industry, leading to the development of new mines and added production capacity.

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Potential changes to international trade agreements, trade concessions, foreign currency fluctuations or other political and economic arrangements may benefit coal producers operating in countries other than the United States.

Additionally, North American steel producers face competition from foreign steel producers, which could adversely impact the financial condition and business of our customers.

Additionally, North

American steel producers face competition from foreign steel producers, which could adversely impact the financial condition and business of our customers.

We cannot provide assurance that we will be able to compete on the basis of price or other factors with companies that in the future may benefit from favorable foreign trade policies or other arrangements.

Coal is sold internationally in U.S.

dollars and, as a result, general economic conditions in foreign markets and changes in foreign currency

exchange rates may provide our foreign competitors with a competitive advantage.

Coal is priced internationally in U.S.

dollars, and, as a result, general economic conditions in foreign markets and changes in foreign currency exchange rates may provide our foreign competitors with a competitive advantage.

If our competitors’ currencies decline against the U.S.

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Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

See “Business-Competition.” Similarly, currency fluctuations could adversely affect demand for U.S.

Lower demand for U.S.

coal exports would reduce our foreign sales, could negatively impact our revenues and could result in downward pressure on domestic coal prices.

Coal export revenues accounted for approximately 64% of our coal revenues for the year ended December 31, 2020.

In addition to the factors described above, demand for and viability of U.S.

coal exports is dependent upon a number of factors outside of our control, including ocean freight rates and port and shipping capacity.

In addition, trade conflicts between the United States and other nations that result in the imposition of barriers to trade, such as import tariffs, could materially and adversely affect the international demand and pricing for our coal.

The United States has, during recent years, taken actions, including imposing tariffs on certain goods imported into the U.S., that have resulted in other nations adopting retaliatory measures such as the imposition of tariffs upon goods imported from the U.S.

into those nations.

China and Turkey, for example, have imposed tariffs upon the importing of coal from the U.S.

The imposition of these trade barriers by other nations has already resulted in adverse effects upon our international sales of coal, including reduced demand and prices.

If these barriers endure, or are enhanced, our coal exports may further decline, and increased domestic supply could cause competition among coal producers in the U.S.

to intensify, potentially resulting in additional downward pressure on domestic coal prices and our business, financial condition or results of operations.

Chinese governmental policies as well as trade disputes in Asian markets may continue to be detrimental to the global coal market and negatively affect our business, financial condition or results of operations.

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

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

It is possible that policy changes by the Chinese government may be detrimental to the global coal market and, thus, negatively affect our business, financial condition or results of operations.

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

Chinese governmental policies, trade disputes in Asian markets and other factors affecting the pricing of international sales may negatively affect our business, financial condition or results of operations.

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

Any future policy changes, regulations, laws or restrictions by the Chinese government may be detrimental to the global coal market and, thus, negatively affect our business, financial condition or results of operations.

Further, similar actions by government entities in countries that produce and/or consume large quantities of coal and other energy related commodities, such as India, may have a material impact on the prices at which we sell our product.

In addition, certain trade disputes in Asian markets, such as those between China and Australia, have resulted in increased coal supply and lower prices in non-Asian markets to which we export our coal.

Should these disputes endure, continued lower prices in certain of our export markets may have significant negative effects on our business, financial condition or results of operations.

Certain trade disputes in Asian markets, such as those between China and Australia, have resulted in changes in purchasing habits within certain regional markets and have led to more volatile price behavior in the global markets.

Should these disputes endure, continued pricing volatility in certain of our export markets may have significant negative effects on our business, financial condition or results of operations.

Further, certain of our sales contracts, principally international sales contracts, contain index provisions that change the sales price based upon changes in market-based indices, economic indices or both.

Therefore, volatility in these indices induced by decisions by the Chinese, other governments, disputes between nations or other factors may have significant negative effects on our business, financial condition or results of operations.

The concurrent loss of, or significant reduction in, purchases by several of our largest customers could materially and adversely affect our revenues and profitability.

Our largest customer during the year ended December 31, 2021 accounted for approximately 13% of our total revenues, and coal sales to our 10 largest customers accounted for approximately 64% of our total revenues.

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

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

If this concurrent loss or significant reduction were to happen, our revenues and profitability could be materially and adversely affected.

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

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

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

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

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

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

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

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

For the year ended December 31, 2021 we derived 76% of our coal revenues from coal sales made to customers outside the U.S.

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

monitoring developments in Ukraine as well as the related export controls and financial and economic sanctions imposed on certain industry sectors and parties in Russia by the U.S., the U.K., the European Union and others.

Although we do not presently foresee direct material adverse effects upon our business, financial condition or results of operations as a result of developments in Ukraine and the consequent controls and sanctions, these factors may affect companies in many sectors and could lead to increased market volatility and uncertainty, which could affect us in turn.

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

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electric power generators.

The North American demand for thermal coal is affected primarily by:

• the overall demand for electricity, which is in turn influenced by the global economy and the weather, among other factors (for example, mild North American winters typically result in lower demand);

• the availability, quality and price of competing fuels, such as natural gas, nuclear fuel, oil and alternative energy sources such as wind, solar, and hydroelectric power, which may change over time as a result of, among other things, technological developments and state or federal regulatory or statutory fuel subsidies or energy use mandates;

• increasingly stringent environmental and other governmental regulations, including air emission standards for coal-fired power plants;

• the coal inventories of utilities.

Many North American electric power generators have shifted from coal to natural gas-fired power plants.

Despite ongoing advancements in the availability and deployment of advanced coal and emissions reduction technologies, we expect that new power plants in the near-term will be fired by natural gas because natural gas-fired plants are less expensive to construct than coal-fired plants and natural gas is a cleaner-burning fuel, with plentiful supplies and low cost at the current time.

Increasingly stringent regulations have also reduced the number of new power plants being built, particularly coal-fired power plants.

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

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

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We may not be able to extend our existing long-term supply contracts or enter into new ones, and our existing supply contracts may contain certain provisions that may reduce protection from short-term coal price volatility, which could adversely affect the profitability of our operations.

A substantial portion of our thermal coal is sold under long-term contracts.

When our current contracts with customers expire or are otherwise renegotiated, our customers may decide to purchase fewer tons of coal than in the past or on terms, including pricing terms, that are not as favorable to us as the terms under our current agreements.

Further, in large part as a result of increasing and frequently changing regulation, and natural gas pricing, electric power generators are increasingly less willing to enter into long-term coal supply contracts, instead purchasing higher percentages of coal under short-term supply contracts.

This industry shift away from long-term supply contracts could adversely affect us and the level of our revenues.

For example, our having fewer customers with a contractual obligation to purchase coal from us increases the risk that we will not have a consistent market for our production and may require us to sell more coal in the spot market, where prices may be lower than we would expect a customer to pay for a contractually committed supply.

Spot market prices also tend to be more volatile than contractual prices, which could result in decreased revenues.

Our met coal supply contracts are typically priced on an annual, quarterly or spot basis, and therefore our met coal sales are particularly sensitive to repricing risk.

Generally, our long-term thermal coal agreements contain committed volumes and fixed prices for a certain number of periods during which thermal coal will be delivered.

However, some of our long-term thermal coal agreements do not provide for a fixed price through the life of the agreement.

Those agreements contain price negotiation and similar provisions for upcoming unpriced contract periods, with negotiations generally considering either then current market prices and/or relevant market indices.

Failure of the parties to agree on a price can lead to termination of the contract or litigation, the outcome of which would be uncertain.

Further, during periods of economic weakness, some of our customers experience lower demand for their products and services and may be unwilling to take all of their contracted tonnage or may request a lower price.

Customers may make similar requests when market prices drop significantly.

Any adjustment or negotiation leading to a significantly lower contract price could result in decreased revenues.

Accordingly, supply contracts with terms of one year or more may provide only limited protection during adverse or volatile market conditions.

Competition with natural gas and renewable energy sources, and factors affecting these industries could have an adverse impact on coal demand.

Our coal competes with natural gas and renewable energy sources, and the price of these sources can therefore affect coal sales.

The natural gas market has been volatile historically and prices in this market are subject to wide fluctuations in response to relatively minor changes in supply and demand.

Changes in supply and demand could be prompted by any number of factors, such as worldwide and regional economic and political conditions;

the level of global exploration, production and inventories;

natural gas prices;

and transportation availability.

If natural gas prices decline significantly, it could lead to reduced coal sales and have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, state and federal mandates for increased use of electricity from renewable energy sources also have an impact on the market for our coal.

Several states have enacted legislative mandates requiring electricity suppliers to use renewable energy sources to generate a certain percentage of power.

There have been numerous proposals to establish a similar uniform, national standard although none of these proposals have been enacted to date.

Possible advances in technologies and incentives, such as tax credits, to enhance the economics of renewable energy sources could make these sources more competitive with coal.

Any reduction in the amount of coal consumed by electric power generators could reduce the price of coal that we mine and sell, thereby reducing our revenues and materially and adversely affecting our business and results of operations.

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

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

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

In addition, our customer base may change with deregulation as utilities sell or transfer their power plants to their non-regulated affiliates or third parties that may be less creditworthy, thereby increasing the risk we bear for customer payment default.

These new power plant owners or operators may have credit ratings that are below investment grade or may become below investment grade after we enter into contracts with them.

Customers in other countries may be subject to other pressures and uncertainties that may affect their ability to pay, including trade barriers, exchange controls and local economic and political conditions.

For the year ended December 31, 2020 we derived 64% of our coal revenues from coal sales made to customers outside the U.S.

Historically, a substantial portion of our thermal coal has been sold under long-term contracts, and these arrangements provided predictability regarding future sales to electric power generation customers.

Generally, these long-term agreements have contained committed volumes and fixed prices for a certain number of periods during which thermal coal will be delivered.

In large part, as a result of increasing and frequently changing regulation and natural gas pricing, electric power generation customers are increasingly unwilling to enter into long-term coal supply contracts, instead purchasing higher percentages of coal under short-term supply contracts or requiring contracts that provide for negotiation of price and/or supply volume for upcoming contract periods, with negotiations generally considering either then current market prices and/or relevant market indices.

These contracts may cause greater variability in our thermal coal revenues and may make it more difficult for us to estimate and plan for future sales.

Further, when current contracts with customers expire or are otherwise renegotiated, our customers may decide to purchase fewer tons of coal than in the past or on terms, including pricing terms, that are not as favorable to us as the terms in our current agreements.

Any adjustment or negotiation leading to a significantly lower contract price could result in significantly decreased future revenues.

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

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

Significant economic disruptions can result from numerous unpredictable factors, including but not limited to market forces, natural disasters, pandemics (such as the COVID-19 virus), trade disputes and armed conflicts.

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

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

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

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Any prolonged global, national or regional economic recession or other similar events could have a material adverse effect on the demand for and price of coal, on our sales, margins and profitability, and on our own ability to obtain financing.

We are unable to predict the timing, duration and severity of any potential future disruptions in financial markets and potential future adverse economic conditions in the U.S.

We are unable to predict

the timing, duration and severity of any potential future disruptions in financial markets and potential future adverse economic conditions in the U.S.

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

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• GHG emissions reductions are being considered that could increase our costs, require additional controls, or compel us to limit our current operations.

In addition, these laws and regulations require us to obtain numerous governmental permits and comply with the requirements of those permits (described in more detail below).

In addition, these laws and regulations require us to obtain numerous governmental permits and comply with the requirements of those permits, which are described in more detail below.

We incur substantial costs to comply with the laws, regulations and permits that apply to our mining and other operations and to address the outcome of inspections.

The required compliance and actions to address inspection outcomes are often time-consuming and may delay commencement or continuation of exploration or production.

The required compliance and actions to address inspection outcomes are often time-consuming and costly and may delay commencement or continuation of exploration or production.

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

In particular, President Biden and the current Congressional majorities have expressed support for policies that may result in stricter environmental, health and safety standards applicable to our operations and those of our customers.

For example, on January 20, 2021, President Biden issued an executive order titled “Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” (the “January 20 Executive Order”) which among other things, calls for a review of regulations and other executive actions issued during the prior Presidential administration to assess whether they are, in the view of the Biden administration, sufficiently protective of public health and the environment, including with respect to climate change, and consistent with science.

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

For example, on January 20, 2021, President Biden issued an executive order titled “Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” (the “January 20 Executive Order”), which, among other things, calls for a review of regulations and other executive actions issued during the prior Presidential administration to assess whether they are, in the view of the Biden administration, sufficiently protective of public health and the environment, including with respect to climate change.

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

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

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In addition, coal mining can release methane from the mine, directly into the atmosphere.

Concerns associated with global climate change, and GHG emissions reduction initiatives designed to address them, have resulted, and are expected to continue to result, in decreased coal-fired power plant capacity and utilization, phasing out and closing many existing coal-fired power plants, reducing or eliminating construction of new coal-fired power plants in the United States and certain other countries, increased costs to mine coal, and decreased demand and prices for coal.

Concerns associated with global climate change, and GHG emissions reduction initiatives designed to address them, have resulted, and are expected to continue to result, in materially increased operating costs for steel producers who use met coal, particularly in Europe.

Emissions from coal consumption and production are subject to pending and proposed regulations as part of regulatory initiatives to address global climate change and global warming.

Various international, federal, regional, foreign and state proposals are currently in place or being considered to limit emissions of GHGs, including possible future U.S.

commitments, new federal or state legislation, and regulation under existing environmental laws by the EPA and other regulatory agencies and litigation by private parties.

treaty commitments, new federal or state legislation, and regulation under existing environmental laws by the EPA and other regulatory agencies and litigation by private parties.

These include:

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• private litigation against coal companies or power plant operators based on GHG-related concerns;

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

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

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

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

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

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Considerable uncertainty is associated with these regulatory initiatives and legal developments, as the content of proposed legislation and regulation is not yet fully determined and many of the new regulatory initiatives remain subject to governmental and judicial review.

In particular, President Biden and the current Congressional majorities have expressed support for the regulation of GHG emissions.

In particular, President Biden and the current Congressional majorities have expressed support for the

regulation of GHG emissions.

In prior Congressional sessions, legislative proposals regulating GHG emissions (such as the Green New Deal) have been introduced, and Congressional leadership may introduce similar legislation this Congressional term.

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These costs make coal more expensive to use and make it a less attractive fuel source of energy for our customers.

Accordingly, some existing power generators have switched to other fuels that generate fewer emissions and others are likely to switch, some power plants have closed and others are likely to close, and no coal-fired plants are currently being constructed, all of which reduce demand for coal, the amount of coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

Accordingly, some existing power generators have switched to other fuels that generate fewer emissions and others are likely to switch, some power plants have closed and others are likely to close, and no coal-fired plants are currently being constructed in the U.S., all of which reduce demand for coal, the amount of coal that we sell and the prices that we receive for it, thereby reducing our revenues and adversely impacting our earnings and the value of our coal reserves.

In addition, regulations regarding sulfur dioxide emissions under the Clean Air Act, including caps on emissions and the price of emissions allowances, have a potentially significant impact on the demand for our coal based on its sulfur content.

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Any of these consequences could result in a decrease in revenues from some of our operations, which could adversely affect our business and results of operations.

Internal Revenue Service could withhold tax refunds and assert a right to setoff against pre-petition claims of the U.S.

government during the Alpha Natural Resources, Inc.

bankruptcy, which could have a material adverse effect upon the Company’s assets.

As of December 31, 2020, the Company has recorded $64.2 million of current federal income tax receivable and associated interest receivable of $5.2 million related to a net operating loss (“NOL”) carryback claim.

Because the federal government was a creditor in the Alpha Natural Resources, Inc.

bankruptcy proceedings, it is possible that the federal government could withhold some or all of the tax refund attributable to the NOL carryback claim and assert a right to set off the tax refund and associated interest receivable against its prepetition bankruptcy claims.

If the IRS were to take such actions, the Company would vigorously defend its position.

However, if the Company were unsuccessful, there could be a material, adverse effect upon the Company’s assets.

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

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

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

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

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

In states where we operate, applicable laws and regulations also provide that a mining permit or modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls or is under common ownership or control with us or is determined to be linked to us under OSM’s AVS, have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension.

In the states where we operate, applicable laws and regulations also provide that a mining permit or modification can, under certain circumstances, be delayed, refused or revoked if we or any entity that owns or controls or is under common ownership or control with us or is determined to be linked to us under OSM’s AVS, have unabated permit violations or have been the subject of permit or reclamation bond revocation or suspension.

These regulations define certain relationships, such as owning over 50% of stock in an entity or having the authority to determine the manner in which the entity conducts mining operations, as constituting ownership and control.

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In some circumstances, regulators could seek to revoke permits previously issued.

We are required under certain permits to provide data on the impact on the environment of proposed exploration for or production of coal to governmental authorities.

We are required

under certain permits to provide data on the impact on the environment of proposed exploration for or production of coal to governmental authorities.

In particular, certain of our activities require a dredge and fill permit from the COE under Section 404 of the CWA.

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

We have obligations under various settlement agreements with state and federal agencies in relation to the Alpha Natural Resources, Inc.

Restructuring settlement and the failure to meet these obligations could result in the termination of such settlement agreements, the revocation of permits and regulatory or enforcement actions, among other things.

In connection with the Alpha Natural Resources, Inc.

Restructuring settlement, we and Alpha Natural Resources, Inc.

entered into a number of agreements with state and federal agencies regarding the funding, performance and bonding of reclamation and other environmental restoration obligations with respect to mine properties retained by Alpha Natural Resources, Inc.

under the Alpha Natural Resources, Inc.

Restructuring.

These agreements have been amended from time to time in connection with sales by Alpha Natural Resources, Inc.

of certain of these properties.

These agreements require us to make periodic payments to certain accounts designated to fund reclamation and other activities at various facilities and also impose bonding, reporting and other obligations.

A failure to fulfill our obligations under these agreements could be considered an event of default which could result in, among other things, the cancellation of certain permits, a termination of the agreement and the taking of any regulatory or enforcement action that an agency enforcing such default is permitted to take.

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

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These activities may divert management’s attention from other business concerns.

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

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

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

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

Changes in tax laws, particularly in the areas of non-income taxes, or obligations arising from audits of royalties previously paid to government entities, could cause our financial position and profitability to deteriorate.

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

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

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

Federal healthcare legislation could adversely affect our financial condition and results of operations.

In March 2010, the Patient Protection and Affordable Care Act (“PPACA”) was enacted, potentially impacting our cost of providing healthcare benefits to our employees and workers’ compensation benefits related to occupational disease resulting from coal workers’ pneumoconiosis (black lung disease).

The PPACA has both short-term and long-term implications on benefit plan standards.

Implementation of this legislation is expected to extend through 2020.

In the short term, our healthcare costs could increase due to, among other things, an increase in the maximum age for covered dependents to receive benefits, changes to benefits for occupational disease related illnesses, the elimination of lifetime dollar limits per covered individual and restrictions on annual dollar limits per covered individual.

In the long term, our healthcare costs could increase due to, among other things, an excise tax on “high cost” plans and the elimination of annual dollar limits per covered individual.

The PPACA planned to impose a 40% excise tax on employers beginning in 2022 to the extent that the value of their healthcare plan coverage exceeds certain dollar thresholds.

In December 2019, the excise tax was repealed before it could take effect, effective for taxable years beginning after December 31, 2019.

Risks Relating to Our Operations

Our coal mining production and delivery is subject to conditions and events beyond our control that could result in higher operating expenses and decreased production and sales.

Our coal mining production and delivery is subject to conditions and events, many of which are beyond our control, that could result in higher operating expenses and decreased production and sales.

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

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

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

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

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• adverse weather and natural disasters, such as heavy snows, heavy rains and flooding, lightning strikes, hurricanes or earthquakes;

• accidental mine water discharges, coal slurry releases and failures of an impoundment or refuse area;

• accidental mine water discharges, coal slurry releases and failures of an impoundment or refuse area, including inadvertent environmental impacts to the local community;

• mine safety accidents, including fires and explosions from methane and other sources;

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The geological characteristics of Central Appalachian coal reserves, such as depth of overburden and coal seam thickness, make them complex and costly to mine.

As mines become depleted, replacement reserves may not be available or, if available, may not be able to be mined at costs comparable to those of the depleting mines.

In addition, compared to mines in other areas of the country, permitting, licensing and other environmental and regulatory requirements are more costly and time consuming to satisfy.

As mines become depleted, replacement reserves may not be available or, if available, may not be able to be mined at costs comparable to those of the depleting or depleted mines.

In addition, compared to mines in other areas of the country, permitting, licensing and other environmental and regulatory requirements in Central Appalachia are more costly and time consuming to satisfy.

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

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Deterioration in the reliability of the service provided by rail carriers would result in increased internal coal handling costs and decreased shipping volumes, and, if we are unable to find alternatives, our business could be adversely affected.

Some of our operations are serviced by a single rail carrier.

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

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

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

Disruption of any of these transportation services due to weather-related problems, mechanical difficulties, fuel and supply costs, strikes,

lockouts, bottlenecks, terrorist attacks and other events could impair our ability to supply coal to our customers, resulting in decreased shipments and revenue.

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

Most of our operations are serviced by a single rail carrier.

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

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

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

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

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

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

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

We require a skilled workforce to run our business.

If we cannot hire and retain qualified persons to meet replacement or expansion needs, we may not be able to achieve planned results.

Efficient coal mining using modern techniques and equipment requires skilled laborers with mining experience and proficiency as well as qualified managers and supervisors.

The demand for skilled employees sometimes causes a significant constriction of the labor supply resulting in higher labor costs.

We, along with the mining industry generally, are currently facing a shortage of experienced mechanics and certified electricians.

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

If we cannot hire and retain qualified persons, including to meet replacement or expansion needs, we may not be able to achieve planned results.

Efficient coal mining using modern techniques and equipment requires skilled laborers with mining experience and proficiency as well as qualified managers, supervisors and other staff.

We, along with the mining industry generally, are currently facing a significant shortage of operating staff.

Moreover, we are seeing an increasing number of those who leave our employment accept new positions outside the coal industry, further reducing the number of skilled employees available to us and leading to increased labor costs.

When coal producers compete for skilled miners, recruiting challenges can occur, and employee turnover rates can increase, which negatively affect operating efficiency and costs.

If a shortage of skilled workers exists and we are unable to train or retain the necessary number of miners, it could adversely affect our productivity, costs and ability to expand production.

If we are unable to train or retain the necessary number of staff, it could adversely affect our productivity, costs and ability to maintain or expand production.

In addition, we depend on the experience and industry knowledge of our officers and other key employees to design and execute our business plans.

If we experience a substantial turnover in our leadership and other key employees, and these persons are not replaced by individuals with comparable skills, our performance could be materially adversely impacted.

If we experience a substantial turnover in our leadership and other key employees, and those persons are not replaced by individuals with comparable skills, our performance could be materially adversely impacted.

Furthermore, we may be unable to attract and retain additional qualified executives as needed in the future.

We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel.

There is a high level of competition for experienced, successful personnel in our industry.

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

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

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As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our coal supply agreements.

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

Our business, or the businesses of our customers and suppliers, may be impacted by disruptions such as terrorist or cybersecurity attacks or failures, threats to physical security, and extreme weather conditions or other natural disasters.

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

Our insurance may not protect us against such occurrences.

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

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

Our defensive preparedness against cybersecurity attacks includes limited technological capabilities for prevention and detection of cybersecurity disruptions;

internal governance processes that assist to identify, protect, and remediate security risks routinely;

non-technological measures such as threat information sharing with industry groups;

internal training and awareness campaigns including testing of employee awareness and an emphasis on resiliency.

If the measures we and our cloud service providers are taking to protect against cybersecurity disruptions prove to be insufficient or if our proprietary data is otherwise not protected, we as well as our customers, employees, or third parties could be adversely affected.

Cybersecurity disruptions could cause physical harm to people or the environment;

damage or destroy assets;

compromise business systems;

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

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

or otherwise disrupt our business operations.

We could incur significant costs to remedy the effects of a major cybersecurity disruption in addition to costs in connection with resulting regulatory actions, litigation or reputational harm.

Further, as cybersecurity attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cybersecurity attacks.

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

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

In addition, the U.S.

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

If the assumptions underlying our accruals for reclamation and mine closure obligations prove to be inaccurate, we could be required to expend greater amounts than anticipated.

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Furthermore, these obligations are primarily unfunded.

If these accruals are insufficient or our

liability in a particular year is greater than currently anticipated, our future operating results and financial position could be adversely affected.

If these accruals are insufficient or our liability in a particular year is greater than currently anticipated, our future operating results and financial position could be adversely affected.

In addition, significant changes from period to period could result in significant variability in our operating results, which could reduce comparability between periods and impact our liquidity.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for a description of our estimated costs of these liabilities.

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

We base our estimates of our economically recoverable coal reserves on engineering, economic and geological data assembled and analyzed by our staff, including various engineers and geologists, and periodically reviewed by outside firms.

Our estimates as to the quantity and quality of the coal in our reserves are updated annually to reflect production of coal from the reserves and new drilling, engineering or other data.

These estimates depend upon a variety of factors and assumptions, many of which involve uncertainties and factors beyond our control and may vary considerably from actual results, such as:

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for a description of our estimated costs of these liabilities.

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

Our estimates of economically recoverable coal reserves and coal resources are based on engineering, economic and geological data and assumptions.

Our estimates as to the quantity and quality of the coal in our reserves depend upon a variety of factors and assumptions, many of which involve uncertainties and factors beyond our control and may vary considerably from actual results, such as:

• geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;

• historical production from the area compared with production from other similar producing areas;

• the assumed effects of regulation and taxes by governmental agencies;

• the assumed ability to obtain future permits and effects of regulation and taxes by governmental agencies;

• assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.

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

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

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

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

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

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

Any inaccuracy in our reserve estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.

Decreased availability or increased costs of key equipment and materials, including certain items mandated by regulations, or of coal that we purchase from third parties, could impact our cost of production and decrease our profitability.

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

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

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

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

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

Coal mines consume large quantities of commodities such as steel, copper, rubber products, explosives and diesel and other liquid fuels.

If the value of the U.S.

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

Likewise, a sustained period of inflation could also lead to an overall increase in input costs, which could also materially adversely impact our profitability.

Furthermore, operating expenses at our mining locations are sensitive to changes in certain variable costs, including diesel fuel prices, which is one of our largest variable costs.

Our results depend on our ability to adequately control our costs.

Any increase in the price we pay for diesel fuel will have a negative impact on our results of operations.

A rapid or significant increase in the cost of these commodities could increase our mining costs because we have limited ability to negotiate lower prices due to a small number of suppliers for many of our mining supplies.

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

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

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

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

Although we have coal reserves that we believe could support current production levels for more than 35 years, we have not yet developed the mines for all our reserves.

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

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

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

In part, permitting requirements provide that, under certain circumstances, we must obtain surface owner consent if the surface estate has been severed from the mineral estate, which is commonly known as a “severed estate.” At certain of our mines where we have obtained the underlying coal and the surface is held by one or more owners, we are engaged in negotiations for surface rights with multiple parties.

In part, permitting requirements provide that, under certain circumstances, we must obtain surface owner consent if the surface estate has been severed from the mineral estate, which is commonly known as a “severed estate.” At certain of our mines where we have obtained the underlying coal and the surface is held by one or more third party owners, we are engaged in negotiations for surface rights with multiple parties.

If we are unable to successfully negotiate surface rights with any or all of these surface owners, or to do so on commercially reasonable terms, we may be denied a permit to mine some or all of our coal or may find that we cannot mine the coal at a profit.

If we are denied a permit, this would create significant delays in our mining operations and materially and adversely impact our business and results of operations.

If we are denied a permit, that would create significant delays in our mining operations and materially and adversely impact our business and results of operations.

Furthermore, if we decide to alter our plans to mine around the affected areas, we could incur significant additional costs to do so, which could increase our operating expenses considerably and could materially and adversely affect our results of operations.

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

Approximately 97% of our total workforce and approximately 95% of our hourly workforce was union-free as of December 31, 2020.

However, under the National Labor Relations Act, employees have the right at any time to form or affiliate with a union.

Any further unionization of our employees or the employees of third-party contractors who mine coal for us could adversely affect the stability of our production and reduce our profitability.

As is the case with our union-free operations, the union-represented employees could strike, which would disrupt our production, increase our costs and disrupt shipments of coal to our customers, and could result in the closure of affected mines, all of which could reduce our profitability.

Conflicts with competing holders of mineral rights and rights to use adjacent, overlying or underlying lands could materially and adversely affect our ability to mine coal or do so on a cost-effective basis.

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Furthermore, the rights of third parties for competing uses of adjacent, overlying or underlying lands, such as oil and gas activity, coalbed methane, pipelines, roads, easements and public facilities, may affect our ability to operate as planned if our title is not superior or arrangements cannot be negotiated.

If we are unable to reach an agreement with these holders of such rights, or to do so on a cost-effective basis, we may incur increased costs and our ability to mine could be impaired, which could materially and adversely affect our business and results of operations.

Our business, or the businesses of our customers and suppliers, may be impacted by disruptions such as cybersecurity attacks or failures, threats to physical security, and extreme weather conditions or other natural disasters.

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

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

Our insurance may not protect us against such occurrences.

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

If we are unable to reach an agreement with the holders of such

rights, or to do so on a cost-effective basis, we may incur increased costs, and our ability to mine could be impaired, which could materially and adversely affect our business and results of operations.

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

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

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

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

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

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

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

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

Provisions in our lease agreements, defects in title in our mine properties or loss of leasehold rights could limit our ability to recover coal from our properties or result in significant unanticipated costs.

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Accordingly, actual or alleged defects in title or boundaries may exist, which may result in the loss of our right to mine on the property or in unanticipated costs to obtain leases or mining contracts to allow us to conduct our mining operations on the property, which could adversely affect our business and profitability.

Furthermore, some leases require us to produce a

minimum quantity of coal and/or pay minimum production royalties.

Furthermore, some leases require us to produce a minimum quantity of coal and/or pay minimum production royalties.

If those requirements are not met, the leasehold interest may terminate.

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

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

Coal mines consume large quantities of commodities such as steel, copper, rubber products, explosives and diesel and other liquid fuels.

If the value of the U.S.

Some materials, such as steel, are needed to comply with regulatory requirements.

Furthermore, operating expenses at our mining locations are sensitive to changes in certain variable costs, including diesel fuel prices, which is one of our largest variable costs.

Our results depend on our ability to adequately control our costs.

Any increase in the price we pay for diesel fuel will have a negative impact on our results of operations.

A rapid or significant increase in the cost of these commodities could increase our mining costs because we have limited ability to negotiate lower prices.

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

We have previously and may in the future contract with third-parties to operate or reclaim certain of our mines, and our results of operations could be adversely affected if these operators are ineffective.

We have previously and may in the future contract with third parties to operate certain of our mines.

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

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

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

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

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

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

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

Risks inherent in these strategic transactions include:

Risks inherent in these strategic transactions include, but are not limited to:

• accurately assessing the geological conditions of acquired properties;

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

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

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

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

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

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Any one or more of these factors could cause us not to realize the benefits anticipated from a strategic transaction, adversely affect our ability to maintain relationships with clients, employees or other third parties or reduce our earnings.

Moreover, any strategic transaction we pursue could materially affect our liquidity and capital resources and may require us to incur indebtedness, seek equity capital or do both.

Moreover, any strategic transaction we pursue could materially affect our liquidity and capital resources and may require us to incur indebtedness, seek equity capital or both.

Future transactions could also result in our assuming more long-term liabilities relative to the value of the acquired assets.

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There are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions in the TCJA.

In the absence of guidance of these issues, we will use what we believe are reasonable interpretations and assumptions in interpreting and applying the TCJA for purposes of determining our cash tax liabilities and results of operations, which may change as we receive additional clarification and implementation guidance and as the interpretation of the TCJA evolves over time.

In the absence of guidance concerning those matters, we will use what we believe are reasonable interpretations and assumptions in interpreting and applying the TCJA for purposes of determining our cash tax liabilities and results of operations, which may change as we receive additional clarification and implementation guidance and as the interpretation of the TCJA evolves over time.

It is possible that the IRS could issue subsequent guidance or take positions on audit that differ from the interpretations and assumptions that we previously made, which could have a material adverse effect on our cash tax liabilities, results of operations and financial condition.

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

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

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

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

Approximately 97% of our total workforce and approximately 95% of our hourly workforce was union-free as of December 31, 2021.

However, under the National Labor Relations Act, employees have the right at any time to form or affiliate with a union.

Any further unionization of our employees or the employees of third-party contractors who mine coal for us could adversely affect the stability of our production and reduce our profitability.

Our union-represented employees could strike, which would disrupt our production, increase our costs and disrupt shipments of coal to our customers, and could result in the closure of affected mines, all of which could reduce our profitability.

Changes in the fair value of liabilities that are marked to market could cause volatility in our earnings.

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Our indebtedness exposes us to various risks.

At December 31, 2020, we had $599.6 million of indebtedness outstanding before discounts and issuance costs applied for financial reporting, of which $62.9 million will mature in the next three years.

At December 31, 2021, we had $454.7 million of indebtedness outstanding before discounts and issuance costs applied for financial reporting, of which $454.6 million is scheduled to mature in the next three years.

Our indebtedness could have important consequences to our business.

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Surety bond issuers and holders may not continue to renew the bonds, may demand less favorable terms upon renewal or may impose new or increased collateral requirements.

As of December 31, 2020, we had outstanding surety bonds with third parties of approximately $351.6 million, including $134.2 million attributable to discontinued operations.

As of December 31, 2021, we had outstanding surety bonds with third parties of approximately $176.1 million, including $30 thousand attributable to discontinued operations.

Surety bond issuers and holders may demand additional collateral, unfavorable terms or higher fees.

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The term loan credit facility permits us, subject to approval of the administrative agent and the lenders providing the financing, to request incremental term loans up to an aggregate amount of $50.0 million subject to certain conditions in the Credit Agreement, in increments not less than $25.0 million or the remaining availability.

In connection with the consummation of the Merger, we entered into the Amended and Restated Asset-Based Revolving Credit Agreement with a borrowing capacity of $225 million under a revolving credit facility.

The revolving credit facility matures on April 3, 2022.

Additionally, as a result of the Merger, we assumed a letter of credit agreement and a credit and security agreement which, among other things, include letter of credit facilities that provide for the issuance of letters of credit.

On December 6, 2021, we entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (“New ABL Agreement”).

The New ABL Agreement amended and restated the Amended and Restated Asset-Based Revolving Credit Agreement dated November 9, 2018, in its entirety, and includes a senior secured asset-based revolving credit facility (“the New ABL Facility”).

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

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

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

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

We are subject to various operating and financial covenants under the term loan and revolving credit facilities which restrict our ability to, among other things, incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into certain burdensome agreements.

Any failure to comply with these covenants may constitute a breach under the term loan and revolving credit facilities which could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the term loan and revolving credit facilities.

Our inability to maintain our term loan and revolving credit facilities could materially adversely affect our liquidity and our business.

December 31, 2020, we are in compliance with the operating and financial covenants under the term loan and revolving credit facilities.

We are subject to various operating and financial covenants under the term loan and revolving credit facilities that restrict our ability to, among other things, incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into

certain burdensome agreements.

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

As of December 31, 2021, we are in compliance with the operating and financial covenants under the term loan and revolving credit facilities.

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

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

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

On November 9, 2018, we entered into the Amended and Restated Asset-Based Revolving Credit Agreement.

Additionally, as a result of the Merger, we assumed an Amended and Restated Letter of Credit Agreement and a Credit and Security Agreement.

On December 6, 2021, we entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement which amended and restated the Amended and Restated Asset-Based Revolving Credit Agreement dated November 9, 2018, in its entirety.

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

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

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

Compliance with these requirements may strain our resources and we may be unable to comply with these requirements in a timely or cost-effective manner.

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

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

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• domestic and international economic, legal and regulatory factors unrelated to our performance;

• the realization of any risks described under this “Risk Factors” section or described elsewhere in this document.

• the realization of any of the other risks described under this “Risk Factors” section or described elsewhere in this document.

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

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

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

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

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

In addition, the issuance of shares of

common stock upon the exercise of outstanding options and warrants would result in dilution to the interests of other stockholders.

In addition, the issuance of shares of common stock upon the exercise of outstanding options and warrants would result in dilution to the interests of other stockholders.

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

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

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

Repurchases pursuant to our share repurchase program could affect the price of our common stock and increase its volatility.

Important factors that could cause us to limit, suspend or delay our share repurchases, without prior notice, and that could in any event impact our management’s exercise of our discretion as to the amount and timing of such repurchases, include market conditions, the trading price of the stock, applicable legal requirements, compliance with the provisions of our debt agreements, and other factors.

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

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

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

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

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

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

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

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

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

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

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

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

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

Our bylaws provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our bylaws provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our bylaws provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf;

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

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

federal courts have exclusive jurisdiction.

In addition, our bylaws provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our bylaws described above.

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

What changed 10-K

Item 1A. Risk Factors