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As detailed in the following pages, these risks include, but are not limited to, the following:
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: • Risks relating to the ownership of our common stock , such as those associated with compliance with securities laws, the availability of an orderly trading market for our common stock, dilution or other effects resulting from the issuance of additional securities, impediments to our acquisition by a third party and limited fora for stockholder litigation matters.
+Added: • Risks relating to our industry and the global economy , such as those associated with declines in coal prices, loss of customers, our ability to obtain financing and other services, competition, decreased demand for coal, customer creditworthiness and global economic disruptions.
+Added: • Risks relating to regulatory and legal developments , such as those associated with regulatory requirements and costs, healthcare regulations and costs, permit approvals, climate change regulations, environmental laws and treaties, unfavorable tax actions, decreased demand for energy, environmental cleanup costs and maintenance of internal controls.
+Added: • Risks relating to our operations , such as those associated with mining and other conditions, many of which are beyond our control, decreased demand for coal, disruptions in transportation services, the availability of skilled workers, higher than estimated employee benefit costs, the availability of coal reserves, equipment availability, equipment breakdown, higher than anticipated property reclamation or mine closure costs, unionization, cybersecurity, the complexity of mining in Central Appalachia, our dependence upon third parties and our ability to make capital investments.
+Added: • Risks relating to our liquidity , such as our ability to obtain or renew surety bonds, our need to maintain capacity for required letters of credit, limitations imposed on us by our revolving credit facility or any future debt instruments and access to funds when needed.
+Added: • Risks relating to the ownership of our common stock , such as those associated with compliance with securities laws, the availability of an orderly trading market for our common stock, our ability to continue to pay quarterly dividends and repurchase common shares, dilution or other effects resulting from the issuance of additional securities, impediments to our acquisition by a third party and limited fora for stockholder litigation matters.
These risks, and others, are reviewed in greater detail below.
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• the quantity, quality and pricing of coal available in the resale market;
+Added: • factors affecting the timely delivery of our products to customers;
• the effects of worldwide energy conservation or emissions measures;
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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.
+Added: The concurrent loss of, or significant reduction in, purchases by several of our largest customers could materially and adversely affect our revenues and profitability.
+Added: Coal sales to our largest customer during the year ended December 31, 2022 accounted for approximately 25% of our total revenues, and coal sales to our 10 largest customers accounted for approximately 70% of our total revenues.
+Added: These customers could decide to discontinue purchasing coal from us in the volumes that they have previously purchased or decide not to purchase coal from us at all.
+Added: 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.
+Added: 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.
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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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.
−Removed: Additionally, North
−Removed: American steel producers face competition from foreign steel producers, which could adversely impact the financial condition and business of our customers.
+Added: 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.
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Business—Competition.” Similarly, currency fluctuations could adversely affect demand for U.S.
−Removed: 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.
−Removed: 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 affect worldwide coal demand, supply and prices.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The concurrent loss of, or significant reduction in, purchases by several of our largest customers could materially and adversely affect our revenues and profitability.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
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For the year ended December 31, 2022 we derived 81% of our coal revenues from coal sales made to customers outside the U.S.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Our customers in other countries may be subject to other pressures and uncertainties that may also affect their ability to pay, including trade barriers, exchange controls and local economic conditions, threat of military action, and political conditions.
Continuing low demand for thermal coal, or further declines in demand, by North American electric power generators could reduce the price of our thermal coal, which would reduce our revenues.
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In addition, uncertainty caused by federal and state regulations could cause thermal coal customers to be uncertain of their coal requirements in future years, which could adversely affect our ability to sell coal to such customers under multi-year sales contracts.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
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Significant economic disruptions can result from numerous unpredictable factors, including but not limited to market forces, natural disasters, pandemics, trade disputes and armed conflicts.
−Removed: 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.
+Added: • 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.
+Added: • 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 affect worldwide coal demand, supply and prices.
+Added: 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.
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.
−Removed: We are unable to predict
−Removed: the timing, duration and severity of any potential future disruptions in financial markets and potential future adverse economic conditions in the U.S.
+Added: 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.
+Added: The Russia-Ukraine war, and sanctions brought by the United States and other countries against Russia, have caused significant market disruptions that may lead to increased volatility in the price of certain commodities, including oil, natural gas, coal and other sources of energy.
+Added: The extent and duration of the military conflict involving Russia and Ukraine, resulting sanctions and future market or supply disruptions in the region are impossible to predict but could be significant and may have a severe adverse effect on the region.
+Added: Globally, various governments have banned imports from Russia, including commodities such as oil, natural gas and coal.
+Added: These events have caused volatility in the aforementioned commodity markets.
+Added: Although we have not experienced any material adverse effect on its results of operations, financial condition or cash flows as a result of the war or the resulting volatility as of the date of this report, such volatility, including market expectations of potential changes in coal prices and inflationary pressures on steel products, may significantly affect prices for our coal or the cost of supplies and equipment, as well as the prices of competing sources of energy for our customers, like natural gas.
+Added: Resulting disruptions could reduce demand for steel made through the use of metallurgical coal and coal-fired electricity, causing a reduction in our revenues or an increase in our costs and thereby materially and adversely affecting our results of operations, financial condition and cash flows.
Risks Relating to Regulatory and Legal Developments
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• the effects of operations on surface water and groundwater quality and availability;
−Removed: • the storage, treatment and disposal of wastes;
+Added: • the storage, treatment and disposal of wastes and the authorizations necessary to create new waste management facilities;
• the remediation of contaminated soil, surface water and groundwater;
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• federal and state agencies and citizen groups have increasingly focused on the amount of selenium and other constituents in mine-related water discharges;
−Removed: • MSHA and the states of Virginia and West Virginia have implemented and proposed changes to mine safety and health requirements to impose more stringent health and safety controls, enhance mine inspection and enforcement practices, increase sanctions, and expand monitoring and reporting;
−Removed: • GHG emissions reductions are being considered that could increase our costs, require additional controls, or compel us to limit our current operations.
+Added: Mine Safety and Health Administration (MSHA) and the states of Virginia and West Virginia have implemented and proposed changes to mine safety and health requirements to impose more stringent health and safety controls, enhance mine inspection and enforcement practices, increase sanctions, and expand monitoring and reporting;
+Added: • Greenhouse gas (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, which are described in more detail below.
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In addition, due in part to the extensive and comprehensive regulatory requirements, violations of laws, regulations and permits occur at our operations from time to time and may result in significant costs to us to correct the violations, as well as substantial civil or criminal penalties and limitations or shutdowns of our operations.
−Removed: 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.
−Removed: 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.
+Added: In particular, President Biden’s administration has expressed support for policies that may result in stricter environmental, health and safety standards applicable to our operations and those of our customers See “Item 1.
Business—Environmental and Other Regulatory Matters—Clean Water Act—Wastewater Discharge.”
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Global climate issues continue to attract considerable public and scientific attention.
−Removed: Numerous reports, such as the Fourth and Fifth Assessment Report of the Intergovernmental Panel on Climate Change, have also engendered concern about the impacts of human activity, and in particular the emissions of GHG, such as carbon dioxide and methane, on global climate issues.
+Added: Numerous reports have expressed concern about the impacts of human activity, and in particular the emissions of GHG, such as carbon dioxide and methane, on global climate issues.
Combustion of fossil fuels like coal results in the creation of carbon dioxide, which is emitted into the atmosphere by coal end users such as coal-fired electric power generators, coke plants and steelmaking plants, and, to a lesser extent, by the combustion of fossil fuels by the mining equipment we use.
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On June 1, 2017, the Trump administration announced that the U.S.
−Removed: would withdraw from the agreement, but the Biden administration has subsequently taken steps to rejoin the agreement;
+Added: would withdraw from the agreement, however, on February 19, 2021, the U.S.
+Added: formally rejoined the Paris Agreement;
• state and regional climate change initiatives implementing renewable portfolio standards or cap-and-trade schemes;
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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.
−Removed: In particular, President Biden and the current Congressional majorities have expressed support for the
−Removed: regulation of GHG emissions.
+Added: In particular, President Biden’s administration has 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.
−Removed: We routinely attempt to evaluate the potential impact on us of any proposed laws, regulations or policies, which requires that we make several material assumptions.
−Removed: From time to time, we determine that the impact of one or more such laws, regulations or policies, if adopted and ultimately implemented as proposed, may result in materially adverse impacts on our operations, financial condition or cash flow;
+Added: We routinely attempt to evaluate the potential impact on us of any proposed laws, regulations or policies, which requires that we make certain material assumptions.
+Added: From time to time, we may determine that the impact of one or more such laws, regulations or policies, if adopted and ultimately implemented as proposed, may result in materially adverse impacts on our operations, financial condition or cash flow;
however, we often are not able to reasonably quantify such impacts.
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• implementation of the current and more stringent proposed ambient air quality standards for sulfur dioxide, nitrogen oxides, particulate matter and ozone, including the EPA’s issuance of NAAQS in October 2015 of a more stringent ambient air quality standard for ozone and the EPA’s determinations of attainment designations with respect to these rules;
−Removed: • implementation of the EPA’s CSAPR to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 28 states, and the CSAPR Update Rule, issued in September 2016, requiring further reductions in nitrogen oxides in 2017 in 22 states subject to CSAPR during the summertime ozone season;
+Added: • implementation of the EPA’s Revised CSAPR to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 12 states in the eastern United States;
• continued implementation of the EPA’s MATS, which impose stringent limits on emissions of mercury and other toxic air pollutants from electric power generators, issued in December 2011 and in effect pending completion of judicial review proceedings;
+Added: • the exposure of workers to silica dust;
• implementation of the EPA’s August 2014 final rule on cooling water intake structures for power plants;
• more stringent EPA requirements governing management and disposal of coal ash pursuant to a rule finalized in December 2014 and new amendments effective as of August 2018;
+Added: • implementation of the COE/EPA final rule revising and reissuing Nationwide Permits under Section 404 of the Clean Water Act;
• implementation of the EPA’s November 2015 final rule setting effluent discharge limits on the levels of metals that can be discharged from power plants.
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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.
−Removed: 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.
−Removed: 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.
−Removed: The ability of energy conservation technologies, public initiatives and government incentives to reduce electricity consumption or to support other forms of renewable energy could also lead to a reduction in the demand for and the price of coal.
−Removed: If prices for coal are not competitive, our business, financial condition and results of operations may be materially harmed.
−Removed: Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us.
−Removed: Our operations use certain hazardous materials, and, from time to time, we generate limited quantities of hazardous wastes.
−Removed: We may be subject to claims under federal or state law for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil, surface water, sediments, groundwater and other natural resources.
−Removed: Such claims may arise out of current or former conditions at sites that we own or operate, or formerly owned or operated, and at contaminated sites owned or operated by third parties to which we sent wastes for treatment, storage or disposal.
−Removed: Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.
−Removed: We operate and maintain a number of coal slurry impoundments.
−Removed: These impoundments are subject to extensive regulation.
−Removed: Some slurry impoundments maintained by other coal mining operations have failed, causing extensive damage to the environment and natural resources, as well as liability for related personal injuries and property damages.
−Removed: Some of our impoundments overlie mined out areas, which can pose a heightened risk of failure and of resulting damages.
−Removed: If one of our impoundments were to fail, we could be subject to substantial claims for the resulting environmental contamination and associated liability, as well as for fines and penalties, and potential third-party claims for personal injury, property damage or other losses.
−Removed: In addition, we may become subject to such claims related to surface expressions of methane gas, which can result from underground coal mining activities.
−Removed: These and other environmental impacts that our operations may have, as well as exposures to hazardous substances or wastes associated with our operations, could result in costs and liabilities that could render continued operations at certain mines economically unfeasible or impractical or otherwise materially and adversely affect our financial condition and results of operations.
We may be unable to obtain and renew permits, mine plan modifications and approvals, leases or other rights necessary for our operations, which would reduce our production, cash flows and profitability.
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This presumption, in some cases, can be rebutted where the person or entity can demonstrate that it in fact does not or did not have authority directly or indirectly to determine the manner in which the relevant coal mining operation is conducted.
−Removed: Thus, past or ongoing violations of federal and state mining laws by us or by coal mining operations owned or controlled by our significant stockholders, directors or officers or by entities linked to us through OSM’s AVS could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits.
+Added: Thus, past or ongoing violations of federal and state mining laws by us or by coal mining operations owned or controlled by our significant
+Added: stockholders, directors or officers or by entities linked to us through OSM’s AVS could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendment of existing permits.
This is known as being “permit-blocked.” In recent years, the permitting required for coal mining has been the subject of increasingly stringent regulatory and administrative requirements and extensive litigation by environmental groups.
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In some circumstances, regulators could seek to revoke permits previously issued.
−Removed: We are required
−Removed: under certain permits to provide data on the impact on the environment of proposed exploration for or production of coal to governmental authorities.
+Added: 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.
In recent years, the Section 404 permitting process has been subject to increasingly stringent regulatory and administrative requirements and a series of court challenges, which have resulted in increased costs and delays in the permitting process.
−Removed: In January 2020, the EPA and the U.S.
−Removed: Army Corps of Engineers (the “USACE”) issued a final rule that attempts to clarify the Clean Water Act's (“CWA”) jurisdictional reach over waters of the United States, referred to as the Navigable Waters Protection Rule.
−Removed: The rule replaces a rule issued in June 2015 by the previous presidential administration, the Clean Water Rule.
−Removed: The Clean Water Rule was the subject of extensive legal challenges, injunctions and administrative action, and was formally repealed in December 2019.
−Removed: The Navigable Waters Protection Rule is designed to fulfill a February 2017 executive order calling on the EPA and the USACE to develop a rule consistent with Justice Antonin Scalia's plurality opinion in the 2006 Supreme Court decision, Rapanos v.
−Removed: United States, that CWA jurisdiction attaches only to “navigable waters” and other waters with a relatively permanent flow, such as rivers or lakes.
−Removed: The Navigable Waters Protection Rule narrows the jurisdiction of the CWA relative to Clean Water Rule by, among other things, excluding from the scope of the definition of “waters of the United States” certain ephemeral streams and wetlands not adjacent to jurisdictional water bodies.
−Removed: The Navigable Water Protection Rule is likely to be the subject of legal challenges and potential reconsideration by the EPA and its ultimate impact on our operations is uncertain.
Additionally, we may rely on nationwide permits under the CWA Section 404 program for some of our operations.
−Removed: These nationwide permits are issued every five years, and the 2017 nationwide permit program was recently reissued in January 2017.
+Added: These nationwide permits are issued every five years, and the 2021 nationwide permit program was recently reissued in 2021.
If we are unable to use the nationwide permits and require an individual permit for certain work, that could delay operations.
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Future changes or challenges to the permitting and mine plan modification and approval process could cause additional increases in the costs, time, and difficulty associated with obtaining and complying with the permits and could delay or prevent commencing or continuing exploration or production operations and, as a result, adversely affect our coal production, cash flows and profitability.
+Added: Our operations may impact the environment or cause exposure to hazardous substances, and our properties may have environmental contamination, which could result in material liabilities to us.
+Added: Our operations use certain hazardous materials, and, from time to time, we generate limited quantities of hazardous wastes.
+Added: We may be subject to claims under federal or state law for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil, surface water, sediments, groundwater and other natural resources.
+Added: Such claims may arise out of current or former conditions at sites that we own or operate, or formerly owned or operated, and at contaminated sites owned or operated by third parties to which we sent wastes for treatment, storage or disposal.
+Added: Our liability for such claims may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages, or even for the entire share.
+Added: We operate and maintain a number of coal slurry impoundments.
+Added: These impoundments are subject to extensive regulation.
+Added: Some slurry impoundments maintained by other coal mining operations have failed, causing extensive damage to the environment and natural resources, as well as liability for related personal injuries and property damages.
+Added: Some of our impoundments overlie mined out areas, which can pose a heightened risk of failure and of resulting damages.
+Added: If one of our impoundments were to fail, we could be subject to substantial claims for the resulting environmental contamination and associated liability, as well as for fines and penalties, and potential third-party claims for personal injury, property damage or other losses.
+Added: In addition, we may become subject to such claims related to surface expressions of methane gas, which can result from underground coal mining activities.
+Added: These and other environmental impacts that our operations may have, as well as exposures to hazardous substances or wastes associated with our operations, could result in costs and liabilities that could render continued operations at certain mines economically unfeasible or impractical or otherwise materially and adversely affect our financial condition and results of operations.
+Added: 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.
+Added: 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.
+Added: The ability of energy conservation technologies,
+Added: public initiatives and government incentives to reduce electricity consumption or to support other forms of renewable energy could also lead to a reduction in the demand for and the price of coal.
+Added: If prices for coal are not competitive, our business, financial condition and results of operations may be materially harmed.
+Added: 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.
+Added: We are responsible for maintaining systems and documentation necessary to evaluate the effectiveness of our internal control over financial reporting.
+Added: These activities may divert management’s attention from other business concerns.
+Added: To maintain and improve our controls and procedures, we must commit significant resources, may be required to hire additional staff and need to continue to provide effective management oversight, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Federal and state regulatory agencies have the authority to order any of our facilities to be temporarily or permanently closed under certain circumstances, which could materially adversely affect our ability to meet our customers’ demands.
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Any of these actions could have a material adverse effect on our business and results of operations.
−Removed: 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.
−Removed: We are responsible for maintaining systems and documentation necessary to evaluate the effectiveness of our internal control over financial reporting.
−Removed: These activities may divert management’s attention from other business concerns.
−Removed: 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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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.
+Added: On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
+Added: Among other provisions, the IRA enacted a 15% corporate alternative minimum tax and a 1% excise tax on repurchases of corporate stock for tax years beginning after December 31, 2022.
+Added: We are currently assessing the impact of the IRA but do not expect it to have a material impact on our results of operations.
Risks Relating to Our Operations
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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.
−Removed: 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.
+Added: 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
+Added: 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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• a shortage of skilled and unskilled labor;
−Removed: • security breaches or terroristic acts;
+Added: • security breaches, cyber attacks or terroristic acts;
• strikes and other labor-related interruptions;
10 unchanged sentences
Failures by insurers to make payments could have a material adverse effect on our cash flows, results of operations or financial condition.
−Removed: A decline in demand for met coal would limit our ability to sell our high quality thermal coal as higher priced met coal, which would reduce our revenues and profitability, and could affect the economic viability of some of our mines with higher operating costs.
−Removed: We are able to mine, process and market some of our coal reserves as either met coal or high-quality thermal coal.
−Removed: In deciding our approach to these reserves, we assess the conditions in the met and thermal coal markets, including factors such as the current and anticipated future market prices of met coal and thermal coal, the generally higher price of met coal as compared to thermal coal, the lower volume of saleable tons that results when producing coal for sale in the met market rather than the thermal market, the increased costs of producing met coal, the likelihood of being able to secure a longer term sales commitment for thermal coal and our contractual commitments to deliver different types of coal to our customers.
−Removed: A decline in demand for met coal relative to thermal coal could cause us to shift coal from the met market to the thermal market, thereby reducing our revenues and profitability.
−Removed: Mining in Central Appalachia is more complex and involves more regulatory constraints than mining in other areas of the U.S., which could affect our mining operations and cost structures in these areas.
−Removed: The geological characteristics of Central Appalachian coal reserves, such as depth of overburden and coal seam thickness, make them complex and costly to mine.
−Removed: 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.
−Removed: 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.
−Removed: 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.
Disruptions in transportation services and increased transportation costs could impair our ability to supply coal to our customers, reduce demand and adversely affect our business.
For the year ended December 31, 2022, 84% of our coal volume was transported from our shipping points to a vessel loading point or customer location by rail.
−Removed: 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.
+Added: Deterioration in the reliability of the service provided by rail carriers because of, for example, insufficient allocation of resources to us by rail companies or a strike by railroad workers, would result in increased internal coal handling costs and decreased shipping volumes.
+Added: If we were unable to find alternatives, our business would be adversely affected, possibly materially.
Most of our operations are serviced by a single rail carrier.
−Removed: 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.
+Added: 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 and materially affect our revenues and results of operations.
We also depend upon trucks, barges and ocean vessels to deliver coal to our customers.
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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.
−Removed: 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.
+Added: Because transportation costs represent a
+Added: 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.
+Added: Expenditures for certain employee benefits could be materially higher than we have anticipated, which could increase our costs and adversely affect our financial results.
+Added: We are responsible for certain liabilities under a variety of benefit plans and other arrangements with employees.
+Added: The unfunded status of these obligations as of December 31, 2022 included $71.8 million of workers’ compensation obligations, net of expected insurance receivable amounts, $110.8 million of pension obligations and $90.9 million of black lung obligations.
+Added: These obligations have been estimated based on assumptions including actuarial estimates, discount rates, and changes in health care costs.
+Added: We could be required to expend greater amounts than anticipated.
+Added: In addition, future regulatory and accounting changes relating to these benefits could result in increased obligations or additional costs, which could also have a material adverse effect on our financial results.
+Added: Several states in which we operate consider changes in workers’ compensation laws from time to time, which, if enacted, could adversely affect us.
+Added: In addition, the U.S.
+Added: 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.
+Added: The Department of Labor has proposed for public comment new regulations which, if adopted, would substantially increase the collateral required to secure self-insured federal black lung obligations.
+Added: Under the proposed 120% minimum collateral requirement, we estimate we could be required to provide approximately $80.0 million to $100.0 million of collateral to secure certain of our black lung obligations.
+Added: A significant increase in these collateral obligations would have a materially adverse effect on our liquidity.
We require a skilled workforce and a dedicated senior management team to run our business.
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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.
−Removed: When coal producers compete for skilled miners, recruiting challenges can occur, and employee turnover rates can increase, which negatively affect operating efficiency and costs.
+Added: When coal producers compete for skilled miners, recruiting becomes more difficult, and employee turnover rates typically increase, each of which negatively affect operating efficiency and costs.
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.
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Our inability to meet our executive staffing requirements in the future could impair our growth and harm our business.
−Removed: Certain provisions in our coal supply agreements may result in economic penalties upon our failure to meet specifications.
−Removed: Most of our coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as BTU, sulfur content, ash content, grindability, moisture and ash fusion temperature.
−Removed: Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts.
−Removed: Further, some of our coal supply agreements allow our customers to terminate the contract in the event of regulatory changes that restrict the type of coal the customer may use at its facilities or the use of that coal or increase the price of coal or the cost of using coal beyond specified limits.
−Removed: In addition, our coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of the affected party.
−Removed: 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.
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result in proprietary information being altered, lost, or stolen;
−Removed: result in employee, customer, or third-party information being compromised;
+Added: result in employee, customer, or third-party information being
or otherwise disrupt our business operations.
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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.
−Removed: Expenditures for certain employee benefits could be materially higher than we have anticipated, which could increase our costs and adversely affect our financial results.
−Removed: We are responsible for certain liabilities under a variety of benefit plans and other arrangements with employees.
−Removed: The unfunded status of these obligations, including discontinued operations, as of December 31, 2021, included $84.3 million of workers’ compensation obligations, net of expected insurance receivable amounts, $159.9 million of pension obligations and $114.5 million of black lung obligations.
−Removed: These obligations have been estimated based on assumptions including actuarial estimates, discount rates, and changes in health care costs.
−Removed: We could be required to expend greater amounts than anticipated.
−Removed: In addition, future regulatory and accounting changes relating to these benefits could result in increased obligations or additional costs, which could also have a material adverse effect on our financial results.
−Removed: Several states in which we operate consider changes in workers’ compensation laws from time to time, which, if enacted, could adversely affect us.
−Removed: In addition, the U.S.
−Removed: 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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We accrue for the costs of current mine disturbance and final mine closure, including the cost of treating mine water discharge where necessary.
−Removed: Our estimated total reclamation and mine-closing liabilities were $164.2 million as of December 31, 2021, based upon permit requirements and the historical experience at our operations, and depend on a number of variables involving assumptions and estimation and, therefore, may be subject to change, including the estimated future asset retirement costs and the timing of such costs, estimated proven reserves, assumptions involving profit margins of third-party contractors, inflation rates and discount rates.
−Removed: Furthermore, these obligations are primarily unfunded.
−Removed: 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.
+Added: Our estimated total reclamation and mine-closing liabilities were $179.0 million as of December 31, 2022, based upon permit requirements, the historical experience at our operations and a number of variables involving assumptions and estimates.
+Added: Total reclamation and mine-closing liabilities are, therefore, subject to change due to a variety of factors, including estimates of future asset retirement costs and the timing of these costs, estimates of proven reserves, assumptions involving profit margins of third-party contractors, inflation rates and discount rates.
+Added: Our future operating results and financial position could be materially adversely affected by these factors.
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.
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.
−Removed: 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.
−Removed: Our estimates of economically recoverable coal reserves and coal resources are based on engineering, economic and geological data and assumptions.
−Removed: 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:
−Removed: • geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;
−Removed: • historical production from the area compared with production from other similar producing areas;
−Removed: • the assumed ability to obtain future permits and effects of regulation and taxes by governmental agencies;
−Removed: • assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, our estimates may not accurately reflect our actual reserves and resources.
−Removed: Any inaccuracy in our reserve estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.
−Removed: 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.
+Added: Decreased availability or increased costs of key equipment and materials, including certain items mandated by regulations, increased commodities costs, sustained inflation or increased costs of coal that we purchase from third parties, could increase 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.
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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.
−Removed: In addition, the prices we pay for these materials are strongly influenced by the global commodities markets.
−Removed: Coal mines consume large quantities of commodities such as steel, copper, rubber products, explosives and diesel and other liquid fuels.
−Removed: If the value of the U.S.
+Added: Diesel fuel supply, which is one of our largest variable costs, is unusually limited at present due to the current global economy, and a sustained or worsened shortage of diesel fuel could negatively and materially impact our results of operations.
+Added: In addition, the prices we pay for materials are strongly influenced by the global commodities markets.
+Added: Coal mines consume large quantities of these commodities, such as steel, copper, rubber products, explosives and diesel and other liquid fuels.
+Added: A rapid or significant increase in the cost of these commodities would increase our mining costs.
+Added: Further, 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.
−Removed: Likewise, a sustained period of inflation could also lead to an overall increase in input costs, which could also materially adversely impact our profitability.
−Removed: 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.
−Removed: Our results depend on our ability to adequately control our costs.
−Removed: Any increase in the price we pay for diesel fuel will have a negative impact on our results of operations.
−Removed: 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.
+Added: and global economies have recently experienced high levels of inflation.
+Added: If inflation were to remain at high levels for an extended period, or increase further, a related increase in our input costs could materially adversely affect our profitability.
We purchase coal from third parties, for use in coal blending and for other purposes, for which ready substitutes may not be immediately available.
−Removed: 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.
+Added: The failure of these third parties to provide coal in a timely fashion or a significant reduction in availability or an increase in the cost of these supplies could adversely affect our operations and increase our costs, which could adversely affect our operating results and cash flows.
+Added: A decline in demand for met coal would limit our ability to sell our high quality thermal coal as higher priced met coal, which would reduce our revenues and profitability, and could affect the economic viability of some of our mines with higher operating costs.
+Added: We are able to mine, process and market some of our coal reserves as either met coal or high-quality thermal coal.
+Added: In deciding our approach to these reserves, we assess the conditions in the met and thermal coal markets, including factors such as the current and anticipated future market prices of met coal and thermal coal, the generally higher price of met coal as compared to thermal coal, the lower volume of saleable tons that results when producing coal for sale in the met market rather than the thermal market, the increased costs of producing met coal, the likelihood of being able to secure a longer term sales commitment for thermal coal and our contractual commitments to deliver different types of coal to our customers.
+Added: demand for met coal relative to thermal coal could cause us to shift coal from the met market to the thermal market, thereby reducing our revenues and profitability.
Our business will be adversely affected if we are unable to timely develop or acquire additional coal reserves that are economically recoverable.
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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.
−Removed: If we are unable to reach an agreement with the holders of such
−Removed: 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.
+Added: 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.
+Added: Mining in Central Appalachia is more complex and involves more regulatory constraints than mining in other areas of the U.S., which could affect our mining operations and cost structures in these areas.
+Added: The geological characteristics of Central Appalachian coal reserves, such as depth of overburden and coal seam thickness, make them complex and costly to mine.
+Added: 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.
+Added: 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.
+Added: These factors could materially adversely affect the mining operations and cost structures of, and our customers’ ability to use coal produced by, our mines in Central Appalachia.
We contract with third parties to operate or reclaim certain of our mines, and our results of operations could be adversely affected if those third-party operators are ineffective.
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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.
+Added: 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.
+Added: Our estimates of economically recoverable coal reserves and coal resources are based on engineering, economic and geological data and assumptions.
+Added: Our estimates as to the quantity and quality of the coal in our reserves depend upon a variety of factors and estimates, many of which involve uncertainties and factors beyond our control and may vary considerably from actual results, such as:
+Added: • geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;
+Added: • historical production from the area compared with production from other similar producing areas;
+Added: • the assumed ability to obtain future permits and effects of regulation and taxes by governmental agencies;
+Added: • assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.
+Added: 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.
+Added: 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.
+Added: Accordingly, our estimates may not accurately reflect our actual reserves and resources.
+Added: Any inaccuracy in our reserve estimates could result in lower than expected revenues, higher than expected costs, decreased profitability and asset impairments.
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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Further, acquisition accounting rules require changes in certain assumptions made subsequent to the measurement period, as defined in current accounting standards, to be recorded in current period earnings, which could affect our results of operations.
−Removed: We may be unable to generate sufficient taxable income from future operations, or other circumstances could arise, which may limit our ability to utilize our tax net operating loss carryforwards or maintain our deferred tax assets.
−Removed: We acquired the core coal assets of Alpha Natural Resources, Inc.
−Removed: as part of Alpha Natural Resources, Inc.’s bankruptcy restructuring in transactions intended to be treated as a tax-free reorganization for U.S.
−Removed: federal income tax purposes.
−Removed: As a result of these transactions, we inherited the tax basis of the core assets and the net operating loss and other carryforwards of Alpha Natural Resources, Inc.
−Removed: These carryforwards and tax basis were subject to reduction on December 31, 2016 due to the cancellation of indebtedness resulting from Alpha Natural Resources, Inc.’s bankruptcy restructuring.
−Removed: Due to the change in ownership, the net operating loss and other carryforwards will be subjected to limitations on their use in future years and additional changes in ownership in future years may further reduce the annual amount of the net operating loss and other carryforwards available to be utilized.
−Removed: In addition, we do not have a long history of operating results, and, if we are unable to generate profits in the future, we may be unable to utilize these carryforwards.
−Removed: As of December 31, 2021, a valuation allowance of $172.9 million has been provided on federal and state net operating loss carryforwards and other deferred tax assets not expected to provide future tax benefits.
−Removed: Negative or unexpected consequences of the Tax Cuts and Jobs Act could affect our business.
−Removed: On December 22, 2017, legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”) significantly revised U.S.
−Removed: federal corporate tax law by, among other things, reducing the U.S.
−Removed: federal corporate income tax rate to 21%, eliminating the corporate alternative minimum tax, providing a mechanism for corporations to monetize alternative minimum tax credits (“AMT Credits”), limiting the tax deduction for interest expense to 30% of adjusted earnings, allowing immediate expensing for certain new investments, and, effective for net operating losses arising in taxable years beginning after December 31, 2017, eliminating net operating loss carrybacks, permitting indefinite net operating loss carryforwards, and limiting the use of net operating loss carryforwards to 80% of current year taxable income.
−Removed: There are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions in the TCJA.
−Removed: 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.
−Removed: 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.
Our business requires substantial capital investment and maintenance expenditures, which we may be unable to provide.
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Future debt or equity financing may not be available on satisfactory terms or at all or, if available, may result in dilution.
−Removed: 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.
+Added: If we are unable to
+Added: 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.
Our workforce could become increasingly unionized in the future and our unionized or union-free workforce could strike, which could adversely affect the stability of our production and reduce our profitability.
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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.
−Removed: Changes in the fair value of liabilities that are marked to market could cause volatility in our earnings.
−Removed: Pursuant to the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, dated May 27, 2016, as modified and confirmed by the Order Confirming Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, as Modified (Docket No.
−Removed: 3038), entered by the Bankruptcy Court on July 12, 2016, we have contingent revenue payment obligations to certain of Alpha Natural Resources Inc.’s creditors, which are recorded at fair market value and marked to market in each reporting period, with changes in value reflected in earnings.
−Removed: Any change in fair value can have a significant impact on our earnings from period to period, including in the future.
+Added: Certain provisions in our coal supply agreements may result in economic penalties upon our failure to meet specifications.
+Added: Most of our coal supply agreements contain provisions requiring us to deliver coal meeting quality thresholds for certain characteristics such as British Thermal Units (“BTU”), sulfur content, ash content, grindability, moisture and ash fusion temperature.
+Added: Failure to meet these specifications could result in economic penalties, including price adjustments, the rejection of deliveries or termination of the contracts.
+Added: Further, some of our coal supply agreements allow our customers to terminate the contract in the event of regulatory changes that restrict the type of coal the customer may use at its facilities or the use of that coal or increase the price of coal or the cost of using coal beyond specified limits.
+Added: In addition, our coal supply agreements typically contain force majeure provisions allowing temporary suspension of performance by us or the customer during specified events beyond the control of the affected party.
+Added: As a result of these issues, we may not achieve the revenue or profit we expect to achieve from our coal supply agreements.
Risks Relating to Our Liquidity
−Removed: Our indebtedness exposes us to various risks.
−Removed: 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.
−Removed: Our indebtedness could have important consequences to our business.
−Removed: For example, it could:
−Removed: • make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
−Removed: • force us to seek additional capital, restructure or refinance our debts, or sell assets;
−Removed: • cause us to be less able to take advantage of significant business opportunities such as acquisition opportunities and to react to changes in market or industry conditions;
−Removed: • cause us to use a portion of our cash flow from operations for debt service, reducing the availability of working capital and delaying or preventing investments, capital expenditures, research and development and other business activities;
−Removed: • cause us to be more vulnerable to general adverse economic and industry conditions;
−Removed: • expose us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;
−Removed: • expose us to the risk of foreclosure on substantially all of our assets and those of most of our subsidiaries, which secure certain of our indebtedness if we default on payment or are unable to comply with covenants or restrictions in any of the agreements;
−Removed: • limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes;
−Removed: • result in a downgrade in the credit ratings of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more restrictive covenants, all of which could affect our internal cost of capital estimates and therefore impact operational and investment decisions.
−Removed: Our ability to meet our debt service obligations will depend on our future cash flow from operations and our ability to restructure or refinance our debt, which will depend on the condition of the capital markets and our financial condition at that
−Removed: We may incur additional secured or unsecured indebtedness in the future, subject to compliance with covenants in our existing debt agreements.
−Removed: Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
−Removed: These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations, and the terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
+Added: 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.
+Added: On December 6, 2021, we entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (the “ABL Agreement”) which 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 “ABL Facility”).
+Added: 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.
+Added: Each of these agreements includes, among other things, provisions that provide for the issuance of letters of credit.
+Added: Obligations secured by letters of credit may increase in the future, for example due to increased collateral obligations associated with Black Lung obligations.
+Added: If we do not maintain sufficient borrowing capacity under our letter of credit facilities, we may be unable to provide financial assurance for self-insured obligations and could negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.
+Added: The terms of our Asset-Based Revolving Credit Agreement (ABL) impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.
+Added: Under the 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 the facility having a maturity date of December 6, 2024.
+Added: The ABL Agreement extended the maturity date of the facility from the previous maturity of April 3, 2022.
+Added: 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.
+Added: The terms of the ABL Facility impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions.
+Added: For example, we are limited in our ability to incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into certain burdensome agreements.
+Added: These covenants could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies.
+Added: In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.
+Added: We regularly evaluate opportunities to enhance our capital structure and financial flexibility through a variety of methods, including repayment or repurchase of outstanding debt, amendment of our credit facility and other facilities, and other methods.
+Added: As a result of any of these actions, the restrictions and covenants that apply to us may become more restrictive or otherwise change.
+Added: Any failure to comply with those covenants may constitute a breach under the revolving credit facility that could result in the acceleration of all or a substantial portion of any outstanding indebtedness and termination of revolving credit commitments under the revolving credit facility.
+Added: As of December 31, 2022, we are in compliance with the operating and financial covenants under the revolving credit facility.
+Added: Our inability in the future to maintain our revolving credit facility could materially adversely affect our liquidity and our business.
+Added: Operating results below current levels, or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with our covenants and payment obligations contained in our borrowing arrangements.
+Added: If we violate these covenants or obligations under any of these agreements and are unable to obtain waivers from our lenders, our debt under all of these agreements would be in default and could be accelerated by our lenders.
+Added: If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it.
+Added: Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
+Added: If our debt is in default for any reason, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Failure to obtain or renew surety bonds on acceptable terms could affect our ability to secure reclamation and coal lease obligations, which could adversely affect our ability to mine or lease coal.
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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.
−Removed: 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.
+Added: As of December 31, 2022, we had outstanding surety bonds with third parties of approximately $165.6 million.
Surety bond issuers and holders may demand additional collateral, unfavorable terms or higher fees.
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If we are unable to provide the financial assurance that is required by state and federal law to secure our reclamation and coal lease obligations, our ability to mine or lease coal and, as a result, our results of operations could be materially and adversely affected.
−Removed: The terms of our credit facility impose operating and financial restrictions on us, which may limit our ability to respond to changing business and economic conditions.
−Removed: In connection with the Credit Agreement entered into on June 14, 2019, we incurred indebtedness of approximately $561.8 million under a term loan credit facility to refinance existing indebtedness and to pay related fees and expenses.
−Removed: The term loan credit facility matures on June 14, 2024.
−Removed: 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.
−Removed: On December 6, 2021, we entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement (“New ABL Agreement”).
−Removed: 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”).
−Removed: 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.
−Removed: The New ABL Agreement extended the maturity date of the facility from the previous maturity of April 3, 2022.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: certain burdensome agreements.
−Removed: 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.
−Removed: As of December 31, 2021, we are in compliance with the operating and financial covenants under the term loan and revolving credit facilities.
−Removed: 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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A significant source of liquidity is our cash balance.
−Removed: Access to additional funds from liquidity-generating transactions or other sources of external financing may not be available to us and, if available, would be subject to market conditions and certain limitations, including our credit rating and covenant restrictions in our credit facility.
−Removed: The terms of our borrowing arrangements limit our and our subsidiaries’ ability to take certain actions, which may limit our operating and financial flexibility and adversely affect our business.
−Removed: Our borrowing arrangements contain, and any future borrowing arrangements are also likely to contain, a number of significant restrictions and covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, enter into sale and leaseback transactions, pay dividends, make redemptions and repurchases of certain capital stock, make loans and investments, create liens, sell certain assets, engage in transactions with affiliates, and merge or consolidate with other companies or sell substantially all of our assets.
−Removed: These covenants could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies.
−Removed: In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.
−Removed: We regularly evaluate opportunities to enhance our capital structure and financial flexibility through a variety of methods, including repayment or repurchase of outstanding debt, amendment of our credit facility and other facilities, and other methods.
−Removed: As a result of any of these actions, the restrictions and covenants that apply to us may become more restrictive or otherwise change.
−Removed: Operating results below current levels, or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with our covenants and payment obligations contained in our borrowing arrangements.
−Removed: If we violate these covenants or obligations under any of these agreements and are unable to obtain waivers from our lenders, our debt under all of these agreements would be in default and could be accelerated by our lenders.
−Removed: If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it.
−Removed: Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
−Removed: If our debt is in default for any reason, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Each of these agreements includes, among other things, provisions that provide for the issuance of letters of credit.
−Removed: Obligations secured by letters of credit may increase in the future.
−Removed: If we do not maintain sufficient borrowing capacity under our letter of credit facilities, we may be unable to provide financial assurance for self-insured obligations and could negatively impact our ability to fund future working capital, capital expenditure or other general corporate requirements.
+Added: Access to additional funds from liquidity-generating transactions or other sources of external financing may not be available to us and, if available, would be subject to market conditions and certain limitations, including our credit rating and covenant restrictions in our revolving credit facility.
+Added: Our indebtedness exposes us to various risks.
+Added: At December 31, 2022, we had $11.0 million of indebtedness outstanding, of which $9.0 million is scheduled to mature in the next three years.
+Added: Our indebtedness could have important consequences to our business, particularly if the amount of our indebtedness should materially increase in the future.
+Added: For example, it could:
+Added: • make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
+Added: • force us to seek additional capital, restructure or refinance our debts, or sell assets;
+Added: • cause us to be less able to take advantage of significant business opportunities such as acquisition opportunities and to react to changes in market or industry conditions;
+Added: • cause us to use a portion of our cash flow from operations for debt service, reducing the availability of working capital and delaying or preventing investments, capital expenditures, research and development and other business activities;
+Added: • cause us to be more vulnerable to general adverse economic and industry conditions;
+Added: • expose us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;
+Added: • expose us to the risk of foreclosure on substantially all of our assets and those of most of our subsidiaries, which secure certain of our indebtedness if we default on payment or are unable to comply with covenants or restrictions in any of the agreements;
+Added: • limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes;
+Added: • result in a downgrade in the credit ratings of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more restrictive covenants, all of which could affect our internal cost of capital estimates and therefore impact operational and investment decisions.
+Added: We may incur additional secured or unsecured indebtedness in the future, subject to compliance with covenants in our existing debt agreements.
+Added: Our ability to meet future debt service obligations will depend on our future cash flow from operations and our ability to restructure or refinance our debt, which will depend on the condition of the capital markets and our financial condition at that time.
+Added: Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
+Added: These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations, and the terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
Risks Relating to the Ownership of Our Common Stock
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As a public company, we must comply with laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of the New York Stock Exchange.
−Removed: Complying with these statutes, regulations and requirements occupies a significant amount of time for our board of directors and management and requires us to incur significant costs.
+Added: Complying with these statutes, regulations and requirements occupies a significant amount of time for our Board of Directors (the “Board”) and management and requires us to incur significant costs.
We are required to:
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We are responsible for assessing the operating effectiveness of internal controls over financial reporting and we may conclude that our internal controls over financial reporting are ineffective.
−Removed: 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.
+Added: 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
+Added: controls are documented, designed, operated or reviewed.
Efforts to remediate any such deficiencies and otherwise comply with these requirements may strain our resources, and we may be unable to do so in a timely or cost-effective manner.
+Added: 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.
+Added: On March 4, 2022, the Board authorized a new share repurchase program for up to $150.0 million of our common stock with no expiration date.
+Added: On May 3, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $600.0 million of the Company's common stock.
+Added: On November 4, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $1.0 billion of the Company’s common stock.
+Added: 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.
+Added: Repurchases pursuant to our share repurchase program could affect the price of our common stock and increase its volatility.
+Added: 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.
+Added: 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.
+Added: Additionally, repurchases under our share repurchase program would diminish our cash reserves, which could adversely affect our operating results.
+Added: 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.
+Added: Any failure to repurchase shares could negatively impact our reputation, investor confidence in us and our stock price.
+Added: If our earnings and cash flow decline materially, we may be unable to continue to pay dividends on our common stock and/or execute our share repurchase program as intended.
+Added: Our ability to pay dividends on our common stock and repurchase shares of common stock depends upon on our earnings and cash flows.
+Added: If our earnings and cash flows were to decline materially, we may be unable to continue to pay dividends in the amounts previously paid, or at all.
+Added: In addition, in such a circumstance, we may be unable to execute our share repurchase program in part or as a whole.
+Added: Dividends on our common stock are only payable if declared by the Board and permitted by Delaware law.
+Added: Dividends on our common stock will be paid only if declared by the Board.
+Added: The Board is not legally obligated or required to declare dividends on our common stock even if we have funds available for that purpose.
+Added: In addition, even if the Board wishes to declare a dividend, we cannot make payments of cash in respect of dividends to the extent such payments are not permitted under Delaware law.
+Added: If we do not declare and pay dividends on our common stock as expected, the market price of our common stock is likely to be adversely affected.
An active, liquid and orderly trading market for our common stock may not be maintained, and our stock price may be volatile.
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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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Repurchases pursuant to our share repurchase program could affect the price of our common stock and increase its volatility.
−Removed: 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.
−Removed: 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.
−Removed: Additionally, repurchases under our share repurchase program would diminish our cash reserves, which could adversely affect our operating results.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Our second amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as the Board may determine.
The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock.
4 unchanged sentences
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.
−Removed: For example, our certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders.
−Removed: Thus, our board of directors can authorize the issuance of shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock.
+Added: For example, our certificate of incorporation authorizes the Board to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders.
+Added: Thus, the Board can authorize the issuance of shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock.
These provisions may have the effect of delaying or deterring a change of control of our company and could limit the price that certain investors might be willing to pay in the future for shares of our common stock.
A change of control (as defined under the instruments governing our debt) is an event of default, permitting our lenders to accelerate the maturity of certain borrowings.
−Removed: Further, our borrowing arrangements impose other restrictions on us, including with respect to mergers or consolidations with other companies and the sale of substantially all of our assets.
+Added: Further, our borrowing arrangements impose other restrictions on us, including
+Added: with respect to mergers or consolidations with other companies and the sale of substantially all of our assets.
These provisions could prevent or deter a third-party from acquiring us even where the acquisition could be beneficial to our stockholders.
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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.