4 unchanged sentences
A summary of our risk factors is as follows:
−Removed: Risks Related to Our Business
−Removed: ● Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
+Added: Certain of properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
We have customer concentration, so the loss of, or significant reduction in, purchases by our largest coal customers could adversely affect our business, financial condition, results of operations and cash flows.
1 unchanged sentence
Deterioration in the global economic conditions, a worldwide financial downturn or negative credit market conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.
−Removed: ● Our operations may be disrupted, and our financial results may be adversely affected, by global outbreaks of contagious diseases, including COVID-19.
We do not enter into long-term sales contracts for our coal and as a result we are exposed to fluctuations in market pricing.
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Technology development involves significant time and expense and can be uncertain.
−Removed: Risks Related to Environmental, Health, Safety and Other Regulations
The current U.S.
8 unchanged sentences
If the assumptions underlying our accruals are inaccurate, we could be required to expend greater amounts than anticipated.
−Removed: Risks Related to Our Company
Our ability to pay dividends may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by restrictions of any future debt instruments and by additional factors unrelated to our profitability.
1 unchanged sentence
Certain of our directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
−Removed: Risks Related to Our Class B Common Stock Structure
Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if the holder does not own shares of Class A common stock.
3 unchanged sentences
The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company.
−Removed: ● Our new tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock.
+Added: Our tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only the holders of one class of our common stock.
+Added: The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.
+Added: We may be able to incur substantially more debt, which could have important consequences to you.
+Added: Our future indebtedness could adversely affect our business, financial condition, results of operations, and ability to meet our payment obligations under the Senior Notes and our other debt.
+Added: The Senior Notes are unsecured and therefore are effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future and rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.
+Added: The Senior Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
+Added: Our subsidiaries conduct the substantial majority of our operations and own our operating assets.
+Added: The indentures under which the Senior Notes have been issued contain limited protection for holders of the Senior Notes.
+Added: An increase in market interest rates could result in a decrease in the value of the Senior Notes.
+Added: If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Senior Notes.
+Added: A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly.
+Added: We have identified a material weakness in our internal control over financial reporting, which may adversely affect the value of our common stock.
+Added: The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.
Risks Related to Our Business
−Removed: Our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
+Added: Certain of our properties have not yet been fully developed into producing coal mines and, if we experience any development delays or cost increases or are unable to complete the construction of our facilities, our business, financial condition and results of operations could be adversely affected.
We have not completed development plans for all of our coal properties, and do not expect to have full annual production from all of our properties until market conditions permit us to resume and complete these development plans.
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Similarly, if less expensive ingredients could be used in substitution for metallurgical coal in the integrated steel mill process, the demand for metallurgical coal would materially decrease, which would also materially, adversely affect demand for our metallurgical coal.
−Removed: Our export customers, excluding Canada, include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S.
+Added: Our export customers include foreign steel producers who may be affected by the tariffs to the extent their production is imported into the U.S.
Retaliatory threats by foreign nations to these tariffs may limit international trade and adversely impact global economic conditions.
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Globally the market is evolving to shorter term pricing.
−Removed: Some annual contracts have shifted to quarterly contracts and most volumes
−Removed: are being sold on an indexed basis, where prices are determined by averaging the leading spot indexes reported in the market and adjusting for quality.
+Added: Some annual contracts have shifted to quarterly contracts and most volumes are being sold on an indexed basis, where prices are determined by averaging the leading spot indexes reported in the market and adjusting for quality.
As a result, we are subject to fluctuations in market pricing.
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We have constructed preparation and loading facilities at our Elk Creek Complex and have recently undertaken expansion projects to increase the rates of processing and preparation.
−Removed: Our Berwind Complex will remain under development until we reach our full targeted annual coal production.
+Added: Our Berwind Complex will remain
+Added: under development until we reach our full targeted annual coal production.
Some of the Berwind coal will continue to be washed at our active Knox Creek plant until our Berwind plant is fully up and running.
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Many alternative technologies are designed to use lower quality coals or other sources of carbon instead of higher cost high-quality metallurgical coal.
−Removed: While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term
−Removed: competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal.
+Added: While conventional blast furnace technology has been the most economic large-scale steel production technology for a number of years, and emergent technologies typically take many years to commercialize, there can be no assurance that over the longer term competitive technologies not reliant on metallurgical coal would not emerge, which could reduce the demand and price premiums for metallurgical coal.
Moreover, we may produce and market other coal products, such as thermal coal, which are also subject to alternative competition.
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and globally, including adverse factors such as inflation, rising interest rates, supply chain disruptions and the impacts of the war in Ukraine, significantly impact our business.
−Removed: Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or
−Removed: profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows.
+Added: Periods of economic downturn or continued uncertainty could result in difficulty increasing or maintaining our level of sales or profitability and we may experience an adverse effect on our business, results of operations, financial condition and cash flows.
Our operations are subject to economic conditions, including credit and capital market conditions, inflation, prevailing interest rates, and political factors, which if changed could negatively affect our results of operations, cash flows and liquidity.
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dollar, those prospective customers may seek decreased prices for the coal we sell to them.
−Removed: Consequently, currency
−Removed: fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
+Added: Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business involves many hazards and operating risks, some of which may not be fully covered by insurance.
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For example, on July 10, 2022, we discovered that a material methane ignition at our Berwind mining complex had occurred.
−Removed: See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Methane Ignition at Berwind Mine ” for additional information.
−Removed: occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
+Added: The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
In addition, if any of the foregoing changes, conditions or events occurs and is not determined to be a force majeure event, any resulting failure on our part to deliver coal to the purchaser under contract could result in economic penalties, suspension or cancellation of shipments or ultimately termination of the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
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Currently, all of our active operations are conducted in a single geographic region in the eastern United States in the Appalachian basin.
−Removed: The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
+Added: The geographic concentration of our operations may disproportionately expose us to disruptions in our operations if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, natural
+Added: disasters, pandemics (such as COVID-19) or interruption of transportation or other events that impact the region in which we operate or its surrounding areas.
If any of these factors were to impact the region in which we operate more than other coal producing regions, our business, financial condition, results of operations and cash flows will be adversely affected relative to other mining companies that have a more geographically diversified asset portfolio.
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Moreover, the MSHA and other regulatory agencies sometimes make changes with regards to requirements for pieces of equipment.
−Removed: Such changes could
−Removed: cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines.
+Added: Such changes could cause delays if manufacturers and suppliers are unable to make the required changes in compliance with mandated deadlines.
If either our preparation plants, or train loadout facilities, or those of a third party processing or loading our coal, suffer extended downtime, including from major damage, or is destroyed, our ability to process and deliver coal to prospective customers would be materially impacted, which would materially adversely affect our business, results of operations, financial condition, cash flows and ability to pay dividends to our stockholders.
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If customers do not enter into, extend or honor contracts with us, our profitability could be adversely affected.
−Removed: Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase (which are typically short-term orders having terms of one year or less).
+Added: Coal mined from our operations is subject to testing by prospective customers for its ability to meet various specifications and to work satisfactorily in their ovens and other facilities prior to entering into contracts for purchase
+Added: (which are typically short-term orders having terms of one year or less).
If we are unable to successfully test our coals or enter into new contracts for the sale of our coal, our ability to achieve profitability would be materially adversely affected.
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Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk.
−Removed: Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
+Added: Also, following an acquisition, we may discover previously unknown liabilities
+Added: associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.
If an acquired business or new line of business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, our results of operations may be materially adversely affected.
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Coal mining consumes large quantities of commodities including steel, copper, rubber products and liquid fuels and requires the use of capital equipment.
−Removed: Some commodities, such as steel, are needed to comply with roof control
−Removed: plans required by regulation.
+Added: Some commodities, such as steel, are needed to comply with roof control plans required by regulation.
The prices we pay for commodities and capital equipment are strongly impacted by the global market.
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If the price of steel or other materials increases substantially or if the value of the U.S.
−Removed: dollar declines relative to foreign currencies with respect to certain imported supplies or other products, our operating expenses could increase.
+Added: dollar declines relative to foreign currencies
+Added: with respect to certain imported supplies or other products, our operating expenses could increase.
Any of the foregoing events could materially and adversely impact our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
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The cost of purchasing a producing horizontal or vertical well could be substantial.
−Removed: Horizontal wells with multiple laterals extending from the well pad may access larger oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
+Added: Horizontal wells with multiple laterals extending from the well pad may access larger
+Added: oil and natural gas reserves than a vertical well, which would typically result in a higher cost to acquire.
The cost associated with purchasing oil and natural gas wells that are in the path of our coal mining activities may make mining through those wells uneconomical, thereby effectively causing a loss of significant portions of our coal reserves, which could materially and adversely affect our business, financial condition, results of operations, cash flows and ability to pay dividends to our stockholders.
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The demand for skilled employees sometimes causes a significant constriction of the labor supply resulting in higher labor costs.
−Removed: When met 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 met coal producers compete for skilled miners, recruiting challenges can occur and employee turnover rates can increase, which negatively affect operating
+Added: efficiency and costs.
In the event there is a shortage of experienced labor, it could have an adverse impact on our labor productivity and our ability to expand production in the event there is an increase in the demand for our coal.
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This is known as being “permit-blocked.” Additionally, Yorktown and Mr.
−Removed: Atkins are each currently deemed an “owner or controller” of a number of other mining
+Added: Atkins are each currently deemed an “owner or controller” of a number of other mining companies;
as such, we could be permit-blocked based upon the violations of or permit-blocked status of an “owner or controller” of us.
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Our intellectual property rights may be challenged, invalidated or circumvented by third parties.
−Removed: We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors.
+Added: We may not be able to prevent the unauthorized disclosure or use of our technical
+Added: knowledge or other trade secrets by employees or competitors.
Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.
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Risks Related to Environmental, Health, Safety and Other Regulations
−Removed: The current U.S.
−Removed: administration and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.
−Removed: In February 2021, the current administration announced reentry of the U.S.
−Removed: into the Paris Agreement along with a new “nationally determined contribution” for U.S.
+Added: Current or future U.S.
+Added: administrations and Congress could enact legislative and regulatory measures that could adversely affect our mining operations or cost structure or our customers’ ability to use coal, which could have a material adverse effect on our financial condition and results of operations.
+Added: After the Trump administration’s first withdrawal from the Paris Agreement, which was effective in November 2020, the Biden administration announced reentry of the U.S.
+Added: into the Paris Agreement in February 2021, along with a new “nationally determined contribution” for U.S.
GHG emissions that would achieve emissions reductions of at least 50% relative to 2005 levels by 2030.
−Removed: participated in the U.N.
−Removed: Framework Convention on Climate Change 26th Conference of the Parties (“COP26”) held in Glasgow, Scotland in November 2021, advancing a Global Methane Pledge along with the European Union, which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.
−Removed: Since its formal launch at COP26, over 100 countries representing almost 70% of global GDP have signed.
−Removed: Most recently, at the 27th conference of parties (“COP27”),
−Removed: President Biden announced the EPA’s proposed standards to reduce methane emissions from existing oil and gas sources, and agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.
−Removed: Various state and local governments have also publicly committed to furthering the goals of the Paris Agreement.
+Added: also participated in various U.N.
+Added: Framework Conventions on Climate Change and made various other environmental commitments.
+Added: Various state and local governments also publicly committed to furthering the goals of the Paris Agreement.
+Added: In January 2025, the second Trump administration announced the withdrawal from the Paris Agreement by the U.S.
+Added: for a second time.
The $1 trillion legislative infrastructure package passed by Congress in November 2021 includes a number of climate-focused spending initiatives targeted at climate resilience, enhanced response and preparation for extreme weather events, and clean energy and transportation investments.
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The Inflation Reduction Act provides significant funding and incentives for research and development of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.
−Removed: In addition, the Biden Administration has taken measures to unwind a number of regulatory rollbacks enacted or proposed by the Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul.
−Removed: In addition, the Biden administration rolled back certain changes to the CCR made by the Trump administration.
+Added: In addition, the Biden administration took various measures to unwind a number of regulatory rollbacks enacted or proposed by the first Trump administration, including, among others, the ACE Rule, the NWPR, and the proposed NEPA overhaul.
+Added: In addition, the Biden administration also rolled back certain changes to the CCR made by the first Trump administration.
In January 2022, the EPA announced several actions with respect to the coal combustion residuals rules, including reiterating that surface impoundments cannot be closed with coal ash in contact with groundwater (in connection with the proposed denial of closure deadline extensions due to failure of a permittee to demonstrate compliance with coal combustion residuals rules – the EPA took final action to deny the request in November 2022) and establishing a federal permitting scheme for the disposal of coal ash and establish regulations for legacy coal ash surface impoundments.
+Added: While it is currently anticipated that the second Trump administration will again roll back certain environmental regulations, the extent and timing of such changes is unknown, and future administrations may again reverse policies or changes adopted by the second Trump administration.
New, more stringent legislation or regulations related to the protection of the environment, health and safety or the reduction of greenhouse gas emissions, as well as changes in the interpretation and enforcement of such laws and regulations, may require us or our customers to change operations significantly or incur increased costs, which may adversely affect our mining operations, cost structure or our customers’ ability to use coal.
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The extent of future regulation of GHG emissions may inhibit utilities from investing in the building of new coal-fired plants to replace older plants or investing in the upgrading of existing coal-fired plants.
−Removed: Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG
−Removed: emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
+Added: Any reduction in the amount of coal consumed by electric power generators as a result of actual or potential regulation of GHG emissions, including any reductions resulting from power plants ceasing operations or switching to fuels that produce fewer GHG emissions, could decrease demand for our coal, thereby reducing our revenues and materially and adversely affecting our business and results of operations.
We or prospective customers may also have to invest in carbon dioxide capture and storage technologies in order to burn coal and comply with future GHG emission standards, and new legislation, regulations or international agreements in the future could otherwise result in increased costs to operate and maintain our or our customers’ facilities, capital expenditures to install other emission controls at our or our customers’ facilities, and costs to administer and manage any potential climate-related reporting or greenhouse gas emissions trading or tax programs.
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If one or more of the technologies we use now or in the future were to become obsolete, our business, financial condition or results of operations could be materially and adversely affected.
−Removed: See also “—Product alternatives or other technologies may reduce demand for our products.”
+Added: See also the risk factor “—Product alternatives or other technologies may reduce demand for our products.”
Current and future laws, regulations and other legal requirements relating to protection of the environment and natural resources may increase our costs of doing business and may restrict our coal operations.
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For example, the EPA and several of the states where we operate have, or intend to, propose revised recommended aquatic life criteria for discharges of selenium regulated under the CWA, which may be more stringent than current criteria.
−Removed: The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on
−Removed: January 3, 2022.
+Added: The comment period for the EPA’s draft Selenium Technical Support Materials, intended to provide implementation support for states for the recommend selenium aquatic life criterion for freshwater ended on January 3, 2022.
Any additional laws, regulations and other legal requirements enacted or adopted by federal, state and local authorities, or new interpretations of existing legal requirements by regulatory bodies relating to the protection of the environment, including those related to discharges of selenium, could further affect our costs or limit our operations.
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See “Business—Environmental and Other Regulatory Matters—Clean Water Act.”
−Removed: Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in
−Removed: the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
+Added: Further, the public has certain statutory rights to comment on and submit objections to requested permits and environmental impact statements prepared in connection with applicable regulatory processes, and otherwise engage in the permitting process, including bringing citizens’ claims to challenge the issuance or renewal of permits, the validity of environmental impact statements or performance of mining activities.
As a result of challenges like these, the permits we need may not be issued or renewed in a timely fashion or issued or renewed at all, or permits issued or renewed may not be maintained, may be challenged or may be conditioned in a manner that may restrict our ability to efficiently and economically conduct our mining activities, any of which would materially reduce our production, cash flow, and profitability.
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More costly and stringent environmental regulations could adversely impact the operations of our customers, which could in turn adversely impact our business.
−Removed: A number of coal-fired power plants, particularly smaller and older plants, already have retired or announced that they will retire rather than retrofit to meet the obligations of these rules.
+Added: A number of coal-fired power plants, particularly smaller and older plants, have already been retired or announced that they will retire rather than retrofit to meet the obligations of these rules.
In addition, considerable uncertainty is associated with new air emissions initiatives that may require significant emissions control expenditures for many coal-fired power plants.
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Possible advances in technologies and incentives, such as under the Inflation Reduction Act of 2022, to enhance the economics of renewable energy sources could make these sources more competitive with coal.
−Removed: Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new
−Removed: incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders.
+Added: Any reductions in the amount of coal consumed by electric power generators as a result of current or new standards for the emission of impurities, or current or new incentives to switch to renewable fuels or renewable energy sources could reduce the demand for our coal, thereby reducing our revenues and adversely affecting our business, cash flows, results of operations and our ability to pay dividends to our stockholders.
Negative sentiment with regard to our business or our industry as well as activism, consumer preferences, and initiatives aimed at limiting climate change or a reduction of air pollutants could interfere with our business activities, operations and ability to access capital sources, result in reduced demand for our products, and negatively impact our stock price.
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For example, Greenpeace International filed a letter with the SEC alleging that one coal mining company’s filings relating to a proposed public offering of securities may contain incomplete and misleading disclosures regarding the risks of investing in the coal market.
−Removed: On another occasion, the Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business.
+Added: On another occasion, the
+Added: Sierra Club sent a letter to the SEC stating that it believed a coal mining company may be giving potential investors false impressions regarding risks to its business.
Other groups have objected to our RAM No.
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Litigation risks are also increasing, as a number of government entities and private individuals have sought to bring suit against fossil fuel companies, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that the companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose such impacts to their investors or customers.
−Removed: Private individuals or public entities may also seek to enforce laws and regulations against us and could allege personal injury, property damages or other liabilities in relation to climate change or other ESG matters.
+Added: Private individuals or public entities may also seek to enforce laws and regulations against us and could allege personal injury, property damages or other liabilities in relation to climate change or other environmental, social and governance (“ESG”) matters.
An unfavorable ruling in any such case could have an adverse impact on our financial condition.
1 unchanged sentence
In addition, there have also been efforts in recent years to influence the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, promoting the divestment of fossil fuel equities;
−Removed: encouraging the consideration of environmental, social and governance (“ESG”) practices and ESG ratings of companies in a manner that may negatively affect coal companies, including increased negative investor sentiment, divestment of securities issued by coal companies and the diversion of investment to other industries;
+Added: encouraging the consideration of ESG practices and ESG ratings of companies in a manner that may negatively affect coal companies, including increased negative investor sentiment, divestment of securities issued by coal companies and the diversion of investment to other industries;
and also pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.
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The MINE Act and MINER Act, and regulations issued under these federal statutes, impose stringent health and safety standards on mining operations.
−Removed: The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control, communications, emergency response procedures, and other matters.
+Added: The regulations that have been adopted under the MINE Act and the MINER Act are comprehensive and affect numerous aspects of mining operations, including training of mine personnel, mining procedures, roof control, ventilation, blasting, use and maintenance of mining equipment, dust and noise control,
+Added: communications, emergency response procedures, and other matters.
MSHA regularly inspects mines to ensure compliance with regulations promulgated under the MINE Act and MINER Act.
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Of note, the Patient Protection and Affordable Care Act of 2010 significantly amended the black lung provisions of the MINE Act by reenacting two provisions, which had been eliminated in 1981.
−Removed: Under the amendments, a miner with at least fifteen years of
−Removed: underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung.
+Added: Under the amendments, a miner with at least fifteen years of underground coal mine employment (or surface mine employment with similar dust exposure) who can prove that he suffers from a totally disabling respiratory condition is entitled to a rebuttable presumption that his disability is caused by black lung.
The other amendment provides that the surviving spouse of a miner who was collecting federal black lung benefits at the time of his death is entitled to a continuation of those benefits.
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The amount of cash we generate from operations and the actual amount of cash we will have available for dividends will vary based upon, among other things:
−Removed: ● risks related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures
−Removed: implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans;
+Added: risks related to the impact of pandemics such as the COVID-19 global pandemic, including with regard to the scope and duration of the outbreak, the health and safety of our employees, government actions and restrictive measures implemented in response, delays and cancellations of customer sales, supply chain disruptions and other impacts to the business, or our ability to execute our business continuity plans;
the development of our properties into producing coal mines;
15 unchanged sentences
In addition, financing agreements may prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends.
−Removed: In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (i) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
+Added: In addition, Section 170 of the Delaware General Corporation Law (the “DGCL”) allows our board of directors to declare and pay dividends on the shares of our Class A common stock and Class B common stock either (a) out of our surplus, as defined in and computed in accordance with the DGCL or (ii) in case there shall be no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us.
6 unchanged sentences
the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act;
−Removed: ● the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote
−Removed: to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act.
+Added: the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act.
We have already incurred significant additional legal and financial compliance costs in connection with our loss of emerging growth company status.
5 unchanged sentences
These additional awards will have a dilutive effect on the Company’s earnings per share, which could adversely affect the market price of the Company’s Class A common stock and Class B common stock.
−Removed: In addition, our Charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.
+Added: In addition, our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors generally may determine.
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Class A common stock and Class B common stock.
8 unchanged sentences
These conflicts may not be resolved in our favor.
−Removed: Our Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and Class B common stock.
−Removed: Our Charter authorizes our board of directors to issue preferred stock without stockholder approval.
+Added: Our Amended Charter and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and Class B common stock.
+Added: Our Amended Charter authorizes our board of directors to issue preferred stock without stockholder approval.
If our board of directors elects to issue preferred stock, it could be more difficult for a third-party to acquire us.
−Removed: In addition, some provisions of our Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:
+Added: In addition, some provisions of our Amended Charter and bylaws could make it more difficult for a third-party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:
limitations on the removal of directors;
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establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
−Removed: Our Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
−Removed: Our Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
+Added: Our Amended Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our
+Added: stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
+Added: Our Amended Charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Amended Charter or our bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
This exclusive forum provision does not apply to a cause of action brought under federal or state securities laws.
−Removed: Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Charter described in the preceding sentence.
+Added: Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Amended Charter described in the preceding sentence.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons.
−Removed: Alternatively, if a court were to find these provisions of our Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
−Removed: We have identified a material weakness in our internal controls over financial reporting.
+Added: Alternatively, if a court were to find these provisions of our Amended Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
+Added: We have identified a material weakness in our internal control over financial reporting.
Our systems and procedures for internal control over financial reporting and the disclosure controls related to them have, and may have in the future, material weaknesses, which may adversely affect the value of our common stock.
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These activities may divert management’s attention from other business concerns.
−Removed: As described in Part II, Item 9A, “Controls and Procedures” in this Annual Report, we have determined that certain of our internal controls over financial reporting have material weaknesses.
+Added: As described in Part II, Item 9A, “Controls and Procedures” in this Annual Report, we have determined that certain of our internal control over financial reporting have material weakness.
If we are unable to correct those issues in a timely fashion, or if other internal control issues arise, there could be a material adverse effect on our business, financial condition, results of operations and cash flows, and investors could lose confidence in our reported results, thus affecting our ability to finance our business.
To maintain and improve our controls and procedures, we must commit significant resources, may be required to hire additional staff and will 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.
−Removed: The material weaknesses will not be considered remediated until enhanced controls are implemented and operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
−Removed: We can give no assurance that the measures we take to remediate the material weaknesses will be effective.
+Added: The material weakness will not be considered remediated until enhanced controls are implemented and operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.
+Added: We can give no assurance that the measures we take to remediate the material weakness will be effective.
Risks Related to Our Class B Common Stock Structure
9 unchanged sentences
The assets attributed to one class are potentially subject to the liabilities attributed to another class, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other class.
−Removed: No provision of our Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) prevents us from satisfying liabilities of one class with assets of another class, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.
+Added: No provision of our Amended Charter prevents us from satisfying liabilities of one class with assets of another class, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization.
Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter.
20 unchanged sentences
general market conditions.
−Removed: Until an orderly trading market develops for the Class B common stock, the trading price of the Class B common stock may fluctuate significantly.
The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company.
32 unchanged sentences
Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets.
−Removed: The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing alternatives, corporate opportunities and similar items.
+Added: The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing
+Added: alternatives, corporate opportunities and similar items.
Such determinations are in the sole discretion of our Board and our Board may at any time change or make exceptions to the relationship between CORE and Ramaco Resources.
18 unchanged sentences
As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Class B common stock would receive upon a sale of all or substantially all of the assets of CORE.
−Removed: In addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
+Added: addition, we cannot assure the holders of Class B common stock that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE.
Further, there is no requirement that the consideration paid be tax-free to the holders of Class B common stock.
10 unchanged sentences
Holders of Class A common stock and Class B common stock vote together as a single class, except in certain limited circumstances prescribed under applicable law.
−Removed: When holders of Class A common stock and Class B common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of
−Removed: the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one class than another.
+Added: When holders of Class A common stock and Class B common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one class than another.
Transactions in Class B common stock by our insiders could depress the market price of those stocks.
4 unchanged sentences
If CORE were a separate independent company, any person interested in acquiring CORE without negotiating with management could seek control of that class by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest.
−Removed: Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
+Added: Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation
+Added: with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company.
The existence of different classes of common stock could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have a capital structure similar to ours.
9 unchanged sentences
the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our Board to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company.
−Removed: General Risk Factors
−Removed: Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition.
−Removed: Tax legislation enacted in 2017 reduced the U.S.
−Removed: corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability.
−Removed: Congress could, in the future, revise or repeal those changes or enact other tax law changes, such as the elimination of tax preferences currently available with respect to coal exploration and development and the percentage depletion allowance.
−Removed: For example, President Biden has proposed increasing the U.S.
−Removed: corporate income tax rate to 28%.
−Removed: We are unable to predict whether any such changes will ultimately be enacted, but any such changes could have a material impact on our cash tax liabilities, results of operations or financial condition.
−Removed: Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.
−Removed: Our future level of debt could have important consequences to us, including the following:
−Removed: ● our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms;
−Removed: ● our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt;
−Removed: ● our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend;
−Removed: ● we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally;
−Removed: ● our flexibility in responding to changing business and economic conditions may be limited.
−Removed: Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
−Removed: If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity.
−Removed: We may not be able to affect any of these actions on satisfactory terms or at all.
−Removed: The terms of the indenture governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.
−Removed: The indenture governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations.
+Added: Risks Related to Our Senior Notes
+Added: The terms of the indentures governing our Senior Notes and the agreements and instruments governing our other indebtedness, including the Credit Agreement, and surety bonding obligations impose restrictions that may limit our operating and financial flexibility.
+Added: The indentures governing our Senior Notes and the agreements governing our other indebtedness, including the Credit Agreement, and surety bonding obligations contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person and other restrictions, all of which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations.
These covenants limit, among other things, our ability to:
−Removed: ● incur additional indebtedness;
+Added: incur additional indebtedness under certain circumstances;
pay dividends on or make distributions in respect of stock or make certain other restricted payments, such as share repurchases;
8 unchanged sentences
Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future.
−Removed: A breach of any of the covenants under the indenture together with the expiration of any cure period, if applicable, could result in a default under our indenture.
−Removed: If any such default occurs, subject to applicable grace periods, the holders of our Senior Note may elect to declare all outstanding Senior Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.
+Added: A breach of any of the covenants under the indentures together with the expiration of any cure period, if applicable, could result in a default under our indentures.
+Added: If any such default occurs, subject to applicable grace periods, the holders of our Senior Notes may elect to declare all outstanding Senior Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.
If the obligations under our Senior Notes were to be accelerated, our financial resources may be insufficient to repay the Senior Notes and any other indebtedness becoming due in full.
−Removed: In addition, if we breach the covenants in the indenture governing the Senior Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indenture governing the Senior Notes and a cross-default to certain of our other indebtedness and the lenders or holders thereunder could accelerate their obligations.
+Added: In addition, if we breach the covenants in any indenture governing the Senior Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indentures governing the Senior Notes and a cross-default to certain of our other indebtedness and the lenders or holders thereunder could accelerate their obligations.
If our indebtedness is accelerated, we may not be able to repay our indebtedness or borrow sufficient funds to refinance it.
2 unchanged sentences
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 may be able to incur substantially more debt, which could have important consequences to you.
+Added: We may be able to incur substantial additional indebtedness in the future.
+Added: The terms of the indentures governing the Senior Notes do not prohibit us from doing so.
+Added: If we incur any additional indebtedness that ranks equally with the Senior Notes, the holders of that debt will be entitled to share ratably with holders of our Senior Notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization or dissolution.
+Added: This may have the effect of reducing the amount of proceeds paid to holders of our Senior Notes.
+Added: Incurrence of additional debt would also further reduce the cash available to invest in operations, as a result of increased debt service obligations.
+Added: If new debt is added to our current debt levels, the related risks that we now face could intensify.
+Added: Our level of indebtedness could have important consequences to our stockholders and holders of our Senior Note, because:
+Added: it could affect our ability to satisfy our financial obligations, including those relating to the Senior Notes;
+Added: a substantial portion of our cash flows from operations would have to be dedicated to interest and principal payments and may not be available for operations, capital expenditures, expansion, acquisitions or general corporate or other purposes;
+Added: it may impair our ability to obtain additional debt or equity financing in the future;
+Added: it may limit our ability to refinance all or a portion of our indebtedness on or before maturity;
+Added: it may limit our flexibility in planning for, or reacting to, changes in our business and industry;
+Added: it may make us more vulnerable to downturns in our business, our industry or the economy in general.
+Added: Our operations may not generate sufficient cash to enable us to service our debt.
+Added: If we fail to make a payment on the Senior Notes, we could be in default on the Senior Notes, and this default could cause us to be in default on other indebtedness, to the extent outstanding.
+Added: Conversely, a default under any other indebtedness, if not waived, could result in
+Added: acceleration of the debt outstanding under the related agreement and entitle the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.
+Added: In addition, such default or acceleration may result in an event of default and acceleration of other indebtedness of the Company, entitling the holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder.
+Added: If a judgment is obtained by any such holders, such holders could seek to collect on such judgment from the assets of the Company.
+Added: If that should occur, we may not be able to pay all such debt or to borrow sufficient funds to refinance it.
+Added: Even if new financing were then available, it may not be on terms that are acceptable to us.
+Added: However, no event of default under the Senior Notes would result from a default or acceleration of, or suit, other exercise of remedies or collection proceeding by holders of, our other outstanding debt, if any.
+Added: As a result, all or substantially all of our assets may be used to satisfy claims of holders of our other outstanding debt, if any, without the holders of the Senior Notes having any rights to such assets.
+Added: The indentures governing the Senior Notes do not restrict our ability to incur additional indebtedness.
+Added: Our future indebtedness could adversely affect our business, financial condition, results of operations, and ability to meet our payment obligations under the Senior Notes and our other debt.
+Added: The use of debt could have significant consequences on our future operations, including:
+Added: making it more difficult for us to meet our payment and other obligations under the Senior Notes and our other outstanding indebtedness;
+Added: resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our financing arrangements, which event of default could result in substantially all of our debt becoming immediately due and payable;
+Added: reducing the availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
+Added: subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our financing arrangements;
+Added: limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy;
+Added: any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Senior Notes and our other debt.
+Added: Our ability to meet our payment and other obligations under our financing arrangements depends on our ability to generate significant cash flow in the future.
+Added: This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.
+Added: We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our financing arrangements or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Senior Notes and our other future debt and to fund other liquidity needs.
+Added: If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the Senior Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital.
+Added: If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the Senior Notes and our other debt.
+Added: The Senior Notes are unsecured and therefore are effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future and rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us and our general liabilities.
+Added: The Senior Notes are not secured by any of our assets or any of the assets of our subsidiaries.
+Added: As a result, the Senior Notes are effectively subordinated to any secured indebtedness that we or our subsidiaries have currently
+Added: outstanding, including indebtedness under our Revolving Credit Facility, equipment loans, and insurance financing arrangements, or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness.
+Added: The indentures governing the Senior Notes do not prohibit us or our subsidiaries from incurring additional secured (or unsecured) indebtedness in the future.
+Added: In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness and may consequently receive payment from these assets before they may be used to pay other creditors, including the holders of the Senior Notes.
+Added: The Senior Notes rank pari passu with, which means equal to, all outstanding and future unsecured unsubordinated indebtedness issued by us.
+Added: The Senior Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
+Added: The Senior Notes are obligations exclusively of Ramaco Resources, Inc.
+Added: and not of any of our subsidiaries.
+Added: None of our subsidiaries is a guarantor of the Senior Notes, and the Senior Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future.
+Added: Therefore, in any bankruptcy, liquidation or similar proceeding, all claims of creditors (including trade creditors) of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Senior Notes) with respect to the assets of such subsidiaries.
+Added: Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims.
+Added: Consequently, the Senior Notes are structurally subordinated to all indebtedness and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise.
+Added: The indentures governing the Senior Notes do not prohibit us or our subsidiaries from incurring additional indebtedness in the future.
+Added: In addition, future debt and security agreements entered into by our subsidiaries may contain various restrictions, including restrictions on payments by our subsidiaries to us and the transfer by our subsidiaries of assets pledged as collateral.
+Added: Our subsidiaries conduct the substantial majority of our operations and own our operating assets.
+Added: Our subsidiaries conduct the substantial majority of our operations and own our operating assets.
+Added: As a result, our ability to make required payments on the Senior Notes depends in part on the operations of our subsidiaries and our subsidiaries’ ability to distribute funds to us.
+Added: To the extent our subsidiaries are unable to distribute, or are restricted from distributing, funds to us, we may be unable to fulfill our obligations under the Senior Notes.
+Added: Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due on the Senior Notes or to make funds available for that purpose.
+Added: The Senior Notes are not guaranteed by any of our subsidiaries or any other person.
+Added: The indentures under which the Senior Notes have been issued contain limited protection for holders of the Senior Notes.
+Added: The indentures under which the Senior Notes have been issued offer limited protection to holders of the Senior Notes.
+Added: The terms of the indentures and the Senior Notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact holders of the Senior Notes.
+Added: In particular, the terms of the indentures and the Senior Notes do not place any restrictions on our or our subsidiaries’ ability to:
+Added: issue debt securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Senior Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Senior Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Senior Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Senior Notes with respect to the assets of our subsidiaries;
+Added: pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities subordinated in right of payment to the Senior Notes;
+Added: sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
+Added: enter into transactions with affiliates;
+Added: create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
+Added: make investments;
+Added: create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
+Added: In addition, the indentures do not include any protection against certain events, such as a change of control, a leveraged recapitalization or “going private” transaction (which may result in a significant increase of our indebtedness levels), restructuring or similar transactions.
+Added: Furthermore, the terms of the indentures and the Senior Notes do not protect holders of the Senior Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
+Added: Also, an event of default or acceleration under our other indebtedness would not necessarily result in an event of default under the Senior Notes.
+Added: Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Senior Notes may have important consequences for you as a holder of the Senior Notes, including making it more difficult for us to satisfy our obligations with respect to the Senior Notes or negatively affecting the trading value of the Senior Notes.
+Added: Other debt we issue or incur in the future could contain more protections for its holders than the indentures and the Senior Notes, including additional covenants and events of default.
+Added: The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the Senior Notes.
+Added: An increase in market interest rates could result in a decrease in the value of the Senior Notes.
+Added: The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Senior Notes.
+Added: In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value.
+Added: Consequently, if you purchase Notes bearing interest at fixed rates and market interest rates increase, the market values of those Notes may decline.
+Added: We cannot predict the future level of market interest rates.
+Added: If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Senior Notes.
+Added: Any default under the agreements governing our indebtedness, including a default under any future credit facility or other indebtedness to which we may be a party that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Senior Notes and substantially decrease the market value of the Senior Notes.
+Added: If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness, including the Senior Notes.
+Added: In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lender under any future credit facility or other debt we may incur in the future could elect to terminate its commitment, cease making further loans and institute foreclosure proceedings against our assets, and we
+Added: could be forced into bankruptcy or liquidation.
+Added: In addition, any such default may constitute a default under the Senior Notes, which could further limit our ability to repay our debt, including the Senior Notes.
+Added: If our operating performance declines, we may in the future need to seek to obtain waivers from the lender under debt that we may incur in the future (for example, under a credit facility) to avoid being in default.
+Added: If we breach our covenants under such debt and seek a waiver, we may not be able to obtain a waiver from the required lenders.
+Added: If this occurs, we would be in default under the debt, the lender could exercise its rights as described above, and we could be forced into bankruptcy or liquidation.
+Added: If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the debt.
+Added: Because any future credit facilities will likely have customary cross-default provisions, if the indebtedness under the Senior Notes or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
+Added: A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Senior Notes, if any, could cause the liquidity or market value of the Senior Notes to decline significantly.
+Added: Our credit ratings, if any, are an assessment by rating agencies of our ability to pay our debts when due.
+Added: Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Senior Notes.
+Added: These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Senior Notes.
+Added: Credit ratings are paid for by the issuer and are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion.
+Added: An explanation of the significance of ratings may be obtained from the rating agency.
+Added: Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate.
+Added: We do not undertake any obligation to maintain our credit ratings or to advise holders of Senior Notes of any changes in our credit ratings.
+Added: There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agency if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our company, so warrant.
+Added: The credit ratings for the Senior Notes could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.
+Added: Credit ratings only reflect the views of the issuing rating agency or agencies, and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency.
+Added: A rating is not a recommendation to purchase, sell or hold the Senior Notes.
+Added: Credit ratings do not reflect market prices or suitability of a security for a particular investor and the rating of the Senior Notes may not reflect all risks related to us and our business, or the structure or market value of the Senior Notes.
+Added: We may elect to issue other securities for which we may seek to obtain a rating in the future.
+Added: If we issue other securities with a credit rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the market value of the Senior Notes.
+Added: General Risk Factors
+Added: Changes in tax legislation could have an adverse impact on our cash tax liabilities, results of operations or financial condition.
+Added: Tax legislation enacted in 2017 reduced the U.S.
+Added: corporate income tax rate from 35% to 21% and included certain other changes that resulted in a significant reduction of our income tax liability.
+Added: Congress could, in the future, revise or repeal those changes or enact other tax law changes, such as the elimination of tax preferences currently available with respect to coal exploration and development and the percentage depletion allowance.
+Added: We are unable to predict whether any such changes will ultimately be enacted, but any such changes could have a material impact on our cash tax liabilities, results of operations or financial condition.
+Added: Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.
+Added: Our future level of debt could have important consequences to us, including the following:
+Added: our ability to obtain additional financing, if necessary, for working capital, capital expenditures or other purposes may be impaired, or such financing may not be available on favorable terms;
+Added: our funds available for operations and future business opportunities will be reduced by that portion of our cash flow required to make interest payments on our debt;
+Added: our ability to pay dividends if an event of default occurs and is continuing or would occur as a result of paying such dividend;
+Added: we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally;
+Added: our flexibility in responding to changing business and economic conditions may be limited.
+Added: Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
+Added: If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, investments or capital expenditures, selling assets or issuing equity.
+Added: We may not be able to affect any of these actions on satisfactory terms or at all.
The number and quantity of viable financing and insurance alternatives available to us may be significantly impacted by unfavorable lending and investment policies by financial institutions and insurance companies associated with concerns about environmental impacts of coal combustion, and negative views around our efforts with respect to environmental and social matters and related governance considerations could harm the perception of our company by a significant number of investors or result in the exclusion of our securities from consideration by those investors.
15 unchanged sentences
The trading market for our common stock could be influenced by the research and reports that industry or securities analysts may publish about us or our business.
−Removed: If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
+Added: If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our
+Added: stock price or trading volume to decline.
Moreover, if one or more of the analysts who cover our company downgrade our stock or if our operating results do not meet their expectations, our stock price could decline.
19 unchanged sentences
There can be no assurance that a system failure or data security breach will not have a material adverse effect on our operations, financial condition, results of operations or cash flows.
−Removed: In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly
−Removed: complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations (or contractual provisions requiring similar compliance) could result in significant penalties and legal liability, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.
+Added: In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations (or contractual provisions requiring similar compliance) could result in significant penalties and legal liability, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business.
As noted above, we are also subject to the possibility of cyber incidents or attacks, which themselves may result in a violation of these laws or may result in significant expense.
5 unchanged sentences
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.