ARCH 10-K Annual Report Dec. 31, 2021 | Alphaminr

ARCH 10-K Fiscal year ended Dec. 31, 2021

ARCH RESOURCES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.er InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Debtors Fourth Amended Joint Plan of Reorganization Under Chapter11 of the Bankruptcy Code (incorporated by reference to Exhibit2.1 of Arch Resources Current Report on Form8-K filed on September15, 2016). 2.2 Order Confirming Debtors Fourth Amended Joint Plan of Reorganization Under Chapter11 of the Bankruptcy Code on September13, 2016 (incorporated by reference to Exhibit2.2 of Arch Resources Current Report on Form8-K filed on September15, 2016). 3.1 Restated Certificate of Incorporation of Arch Resources,Inc. (incorporated by reference to Exhibit3.2 of Arch Resourcess Current Report on Form 8-K filed on May 15, 2020. 3.2 Restated Bylaws of Arch Resources,Inc. (incorporated by reference to Exhibit3.3 of Arch Resourcess Current Report on Form8-K filed on May 15, 2020. 4.1 Formof specimen ClassA Common Stock certificate (incorporated by reference to Exhibit4.1 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 4.2 Formof specimen ClassB Common Stock certificate (incorporated by reference to Exhibit4.2 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 4.3 Formof specimen SeriesA Warrant certificate (incorporated by reference to ExhibitA of Exhibit10.5 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 4.4 Description of Registrants Securities Registered Pursuant to Section12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit4.4 of Arch Resourcess Annual Report on Form10-K for theyear ended 2019). 4.5 Indenture, dated as of November 3, 2020, between Arch Resources, Inc. and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit4.1 of Arch Resourcess Current Report on Form8-K filed on November 4, 2020). 4.6 Form of certificate representing the 5.25% Convertible Senior Notes due 2025 (incorporated by reference to Exhibit4.2 of Arch Resourcess Current Report on Form8-K filed on November 4, 2020). 10.1 Credit Agreement, dated as of March7, 2017, among Arch Resources,Inc. as borrower, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on March8, 2017). 10.2 First Amendment to Credit Agreement, dated as of September25, 2017, among Arch Resources,Inc. as borrower, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on September25, 2017). 10.3 Second Amendment to Credit Agreement, dated as of April3, 2018, among Arch Resources,Inc. as borrower, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on April3, 2018). 10.4 Credit Agreement, dated as of April27, 2017, among Arch Resources,Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on May2, 2017). 10.5 First Amendment to Credit Agreement dated November19, 2018 by and among Arch Resources,Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, it its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.5 to Arch Resourcess Annual Report on Form10K for theyear ended 2018). 10.6 Waiver Letter Agreement and Second Amendment to Credit Agreement dated June 17, 2020 by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.6 of Arch Resourcess Quarterly Report on Form10-Q for the period ended September30, 2020). 10.7 Third Amendment to Credit Agreement dated September 30, 2020, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto Regions Bank, in its capacities as administrative agent and collateral agent (incorporated by reference to Exhibit10.7 of Arch Resourcess Quarterly Report on Form10-Q for the period ended September30, 2020). 10.8 Fourth Amendment to Credit Agreement dated May 27, 2021, by and among Arch Resources, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time party thereto and Regions Bank, in its capacities as administrative agent and as collateral agent (incorporated by reference to Exhibit10.08 of Arch Resourcess Quarterly Report on Form10-Q for the period ended June30, 2021). 10.9 Third Amended and Restated Receivables Purchase Agreement, dated October 5, 2016, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company,Inc., as initial servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit10.2 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 10.10 First Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of April27, 2017, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company,Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit10.2 of Arch Resourcess Current Report on Form8-K filed on May2, 2017). 10.11 Second Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of August27, 2018, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company,Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit10.7 of Arch Resourcess Quarterly Report on Form10-Q for the period ended September30, 2018). 10.12 Third Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of May1, 2019, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company,Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit10.9 of Arch Resourcess Quarterly Report on Form10-Q for the period ended June30, 2019). 10.13 Fourth Amendment to Third Amended and Restated Receivables Purchase Agreement, dated September 30, 2020, among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit10.12 of Arch Resourcess Quarterly Report on Form10-Q for the period ended September30, 2020). 10.14 Fifth Amendment to Third Amended and Restated Receivables Purchase Agreement dated as of December 4, 2020 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.13 of Arch Resourcess Quarterly Report on Form 10-Q for the period ended March 31, 2021). 10.15 Sixth Amendment to Third Amended and Restated Receivables Purchase Agreement dated as of October 8, 2021 among Arch Receivable Company, LLC, as seller, Arch Coal Sales Company, Inc., as servicer, PNC Bank, National Association as administrator and issuer of letters of credit thereunder and the other parties party thereto, as securitization purchasers (incorporated by reference to Exhibit 10.15 of Arch Resources Quaterly Report on Form 10-Q for the period ended September 30, 2021). 10.16 Second Amended and Restated Purchase and Sale Agreement among Arch Resources,Inc. and certain subsidiaries of Arch Resources,Inc., as originators (incorporated by reference to Exhibit10.3 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 10.17 First Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of December21, 2016, among Arch Coal,Inc. and certain subsidiaries of Arch Coal,Inc., as originators (incorporated by reference to Exhibit10.7 of Arch Resourcess Quarterly Report on Form10-Q for the period ended September 30, 2017). 10.18 Second Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of April27, 2017, among Arch Resources,Inc. and certain subsidiaries of Arch Resources,Inc., as originators (incorporated by reference to Exhibit10.3 of Arch Resourcess Current Report on Form8-K filed on May2, 2017). 10.19 Third Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of September 14, 2017, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.16 of Arch Resourcess Annual Report on Form 10-K for the year ended December 31, 2020). 10.20 Fourth Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of December 13, 2019, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.17 of Arch Resourcess Annual Report on Form 10-K for the year ended December 31, 2020). 10.21 Fifth Amendment and Waiver to Second Amended and Restated Purchase and Sale Agreement dated June 17, 2020, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.18 of Arch Resourcess Annual Report on Form 10-K for the year ended December 31, 2020). 10.22 Sixth Amendment to Second Amended and Restated Purchase and Sale Agreement datedDecember 31, 2020, among Arch Resources, Inc. and certain subsidiaries of Arch Resources, Inc., as originators (incorporated by reference to Exhibit 10.19 of Arch Resourcess Annual Report on Form 10K for the year ended December 31, 2020). 10.23 Second Amended and Restated Sale and Contribution Agreement between Arch Resources,Inc., as the transferor, and Arch Receivable Company, LLC (incorporated by reference to Exhibit10.4 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 10.24 First Amendment to the Second Amended and Restated Sale and Contribution Agreement, dated as of April27, 2017, between Arch Resources,Inc., as the transferor, and Arch Receivable Company, LLC (incorporated by reference to Exhibit10.4 of Arch Resourcess Current Report on Form8-K filed on May2, 2017). 10.25 Warrant Agreement, dated as of October5, 2016, between Arch Resources,Inc. and American Stock Transfer& Trust Company, LLC, as Warrant Agent (incorporated by reference to Exhibit10.5 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 10.26 Indemnification Agreement between Arch Resources and the directors and officers of Arch Resources and its subsidiaries (form) (incorporated by reference to Exhibit10.6 of Arch Resourcess Current Report on Form8-K filed on October11, 2016). 10.27 Registration Rights Agreement between Arch Resources and Monarch Alternative Capital LP and certain other affiliated funds (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on November21, 2016). 10.33 Federal Coal Lease effective as of March1, 2005 by and between the United States of America and Ark Land LT,Inc. covering the tract of land known as Little Thunder in Campbell County, Wyoming (incorporated by reference to Exhibit99.1 to the Current Report on Form8-K filed by Arch Resources on February10, 2005). 10.36* Letter Agreement dated October 25, 2021 by and between Arch Resources, Inc. and John W. Eaves (incorporated by reference to Exhibit 10.36 of Arch Resourcess Quarterly Report on Form 10-Q for the period ended September 30, 2021). 10.37* Formof Employment Agreement for Executive Officers of Arch Resources,Inc. (incorporated by reference to Exhibit10.4 to Arch Resourcess Annual Report on Form10-K for theyear ended December31, 2011). 10.38* Arch Resources,Inc. Deferred Compensation Plan (incorporated by reference to Exhibit10.26 to Arch Resourcess Annual Report on Form10-K for theyear ended December31, 2014). 10.39* Arch Resources,Inc. Outside Directors Deferred Compensation Plan (incorporated by reference to Exhibit10.4 of Arch Resourcess Current Report on Form8-K filed on December12, 2008). 10.40* Arch Resources,Inc. Supplemental Retirement Plan (as amended on December5, 2008) (incorporated by reference to Exhibit10.2 to Arch Resourcess Current Report on Form8-K filed on December12, 2008). 10.41* Arch Resources,Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit99.1 to Arch Resourcess Registration Statement on FormS-8 filed on November1, 2016). 10.42* Formof Restricted Stock Unit Contract (Time-Based Vesting) (incorporated by reference to Exhibit10.1 to Arch Resourcess Current Report on Form8-K filed on November30, 2016). 10.43* Formof Restricted Stock Unit Contract (Performance-Based Vesting) (incorporated by reference to Exhibit10.2 to Arch Resourcess Current Report on Form8-k filed on November30, 2016). 10.44 Stock Repurchase Agreement dated September13, 2017, among Arch Resources,Inc. and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP, Monarch Debt Recovery Master Fund Ltd and P Monarch RecoveryLtd. (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on September19, 2017). 10.45 Stock Repurchase Agreement dated December8, 2017, among Arch Resources,Inc. and Monarch Alternative Solutions Master Fund Ltd, Monarch Capital Master Partners III LP, MCP Holdings Master LP and Monarch Debt Recovery Master FundLtd. (incorporated by reference to Exhibit10.1 of Arch Resourcess Current Report on Form8-K filed on December11, 2017). 10.46* Formof Cash Retention Award Agreement for the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the Company (incorporated by reference to Exhibit10.37 to Arch Resourcess annual Report on Form10-K for theyear ended 2018). 10.47 Form of Confirmation of Base Capped Call Transaction (incorporated by reference to Exhibit 10.1 of Arch Resourcess Current Report on Form 8-K filed on November 4, 2020). 21.1 Subsidiaries of the registrant. 23.1 Consent of Ernst& YoungLLP. 23.2 Consent of Weir International,Inc. 23.3 Consent of Marshall Miller & Associates,Inc. 24.1 Power of Attorney. 31.1 Rule13a-14(a)/15d-14(a)Certification of Paul A. Lang. 31.2 Rule13a-14(a)/15d-14(a)Certification of Matthew C. Giljum. 32.1** Section1350 Certification of Paul A. Lang. 32.2** Section1350 Certification of Matthew C. Giljum. 95 Mine Safety Disclosure Exhibit. 96.1 Technical Report Summary for Leer Mine S-K 1300 Report. 96.2 Technical Report Summary for Leer South Mine S-K 1300 Report. 96.3 Technical Report Summary for Black Thunder Mine S-K 1300 Report.