2 unchanged sentences
We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.
−Removed: Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of December 31, 2020.
−Removed: Based on this evaluation, due to the material weaknesses identified below, our CEO and our CFO concluded that our disclosure controls and procedures were ineffective as of December 31, 2019 .
+Added: Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of December 31, 2020.
Management’s Report on Internal Control Over Financial Reporting
2 unchanged sentences
This evaluation is performed to determine if our internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Because of inherent limitations, any system of internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting using the criteria set by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
−Removed: Based on this assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019, due to the material weaknesses identified below.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented to detected on a timely basis.
−Removed: Based on our assessment, we determined that our risk assessment process was ineffective and we did not have a sufficient complement or sufficiently trained personnel to effectively assess and implement necessary controls.
−Removed: As a result, process level controls over the valuation of coal inventory and elements of the procurement process were ineffective.
−Removed: These material weaknesses did not result in any material misstatements of the Company’s financial statements or disclosures for the year ended December 31, 2019.
−Removed: Our Independent Registered Public Accounting Firm, KPMG LLP, which audited the 2019 consolidated financial statements included in this Annual Report on Form 10-K, has expressed an adverse opinion on the operating effectiveness of our internal control over financial reporting.
−Removed: KPMG LLP’s report appears beginning on page 154 of this Form 10-K.
−Removed: Remediation Plans
−Removed: We have commenced measures to remediate the identified material weaknesses.
−Removed: We will not be able to fully remediate these material weaknesses until these steps have been completed and subsequent validation and testing of these internal
−Removed: controls has demonstrated their operating effectiveness over a sustained period of financial reporting cycles.
−Removed: The remediation plan includes the following:
−Removed: Performing the fiscal year risk assessment at a sufficiently granular level to allow management to adequately assess risks at the appropriate level of precision;
−Removed: Implementing enhancements to the operation and design of coal inventory and procurement controls;
−Removed: Perform additional training related to internal control over financial reporting for all personnel to enhance knowledge and understanding within the organization and hiring additional resources as necessary to supplement internal personnel.
−Removed: Changes in Internal Control Over Financial Reporting
−Removed: In addition to the material weaknesses and remediation efforts discussed above, we identified material weaknesses related to controls over projected financial information utilized in estimates.
−Removed: These process level material weaknesses were due to the same root causes discussed above but were remediated as of December 31, 2019.
−Removed: These remediated material weaknesses did not result in any material misstatements of the Company’s financial statements or disclosures for the year ended December 31, 2019.
−Removed: There have been no other changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
−Removed: Other Information
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors
−Removed: Contura Energy, Inc.:
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Contura Energy, Inc.
−Removed: and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated March 18, 2020 expressed an unqualified opinion on those consolidated financial statements.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weaknesses were identified related to the Company’s risk assessment process being ineffective and the Company not having a sufficient complement or sufficiently trained personnel to effectively assess and implement necessary controls.
−Removed: As a result, process level controls over the valuation of coal inventory and elements of the procurement process were ineffective.
−Removed: These material weaknesses have been identified and included in management’s assessment.
−Removed: The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting .
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2020.
+Added: Our CEO, CFO and other members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
+Added: A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Richmond, Virginia
−Removed: March 18, 2020
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
+Added: As we are a non-accelerated filer, management's report is not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
+Added: Changes in Internal Control Over Financial Reporting
+Added: There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other Information
Directors, Executive Officers and Corporate Governance
1 unchanged sentence
The Company has a written Code of Business Ethics that applies to the Company’s Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and others.
−Removed: The Code of Business Ethics is available on the Company’s website at www.conturaenergy.com.
+Added: The Code of Business Ethics is available on the Company’s website at www.alphametresources.com.
Any amendments to, or waivers from, a provision of our Code of Business Ethics that applies to our Principal Executive Officer, Principal Financial and Accounting Officer or persons performing similar functions and that relates to any element of the code of ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting on our website.
10 unchanged sentences
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).
−Removed: You may access and read our SEC filings through our website, at www.conturaenergy.com, or the SEC’s website, at www.sec.gov.
+Added: You may access and read our SEC filings through our website, at www.alphametresources.com, or the SEC’s website, at www.sec.gov.
You may also request copies of our filings, at no cost, by telephone at (423) 573-0300 or by mail at:
−Removed: Contura Energy, Inc., P.O.
+Added: Alpha Metallurgical Resources, Inc., P.O.
Box 848, Bristol, TN 37621, attention:
4 unchanged sentences
Pursuant to the rules and regulations of the Securities and Exchange Commission, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K.
−Removed: These agreements may contain representations and warranties by the parties.
+Added: These agreements may contain representations and warranties by
These warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosure made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in such Company’s public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors.
4 unchanged sentences
• Consolidated Statements of Operations, Years ended December 31, 2020 and 2019
−Removed: Consolidated Statements of Comprehensive (Loss) Income, Years ended December 31, 2019 , 2018 , and 2017
+Added: • Consolidated Statements of Comprehensive Loss, Years ended December 31, 2020 and 2019
• Consolidated Balance Sheets, December 31, 2020 and 2019
7 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: CONTURA ENERGY, INC.
−Removed: March 18, 2020
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: March 15, 2021 By:
/s/ Charles Andrew Eidson
Charles Andrew Eidson
−Removed: Executive Vice President and Chief Financial Officer
+Added: President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: March 18, 2020
−Removed: Chief Executive Officer (Principal Executive Officer)
−Removed: /s/ Charles Andrew Eidson
−Removed: March 18, 2020
−Removed: Executive Vice President and Chief Financial Officer
+Added: Signature Date Title
+Added: Stetson March 15, 2021 Chief Executive Officer (Principal Executive Officer)
+Added: /s/ Charles Andrew Eidson March 15, 2021 President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Charles Andrew Eidson
+Added: /s/ Michael J.
+Added: Quillen March 15, 2021 Director
+Added: /s/ Kenneth S.
+Added: Courtis March 15, 2021 Director
/s/ Albert E.
−Removed: March 18, 2020
−Removed: /s/ Daniel J.
−Removed: March 18, 2020
−Removed: March 18, 2020
−Removed: March 18, 2020
−Removed: March 18, 2020
+Added: March 15, 2021 Director
+Added: /s/ Elizabeth A.
+Added: Fessenden March 15, 2021 Director
+Added: /s/ Daniel D.
+Added: Smith March 15, 2021 Director
+Added: Vogel March 15, 2021 Director
Exhibit Index
4 unchanged sentences
3.2* Third Amended and Restated Bylaws of Contura Energy, Inc.
+Added: (Incorporated by reference to Exhibit 3.2 on Form 10-K of Contura Energy, Inc.
+Added: filed on March 18, 2020)
+Added: 3.3* Amendment to Second Amended and Restated Certificate of Incorporation of Contura Energy, Inc.
+Added: (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.
+Added: 001-38735) filed on January 22, 2021)
+Added: 3.4* Amendment to Third Amended and Restated Bylaws of Contura Energy, Inc.
+Added: (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No.
+Added: 001-38735) filed on January 22, 2021)
4.1 Specimen Certificate for shares of Common Stock
−Removed: (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
46 unchanged sentences
333-226953) filed on August 21, 2018)
−Removed: Registration Rights Agreement, dated as of July 26, 2016, by and among Contura Energy, Inc.
−Removed: and the holders party thereto.
−Removed: (Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: Amendment No.
−Removed: 1 to the Registration Rights Agreement, dated as of February 24, 2017, by and among Contura Energy, Inc.
−Removed: and the holders party thereto.
−Removed: (Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: Amendment No.
−Removed: 2 to the Registration Rights Agreement, dated as of October 10, 2017, by and among Contura Energy, Inc.
−Removed: and the holders party thereto.
−Removed: (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: Amendment No.
−Removed: 3 to the Registration Rights Agreement, dated as of June 1, 2018, by and among Contura Energy, Inc.
−Removed: and the holders party thereto.
−Removed: (Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
10.11* Settlement Agreement, dated November 3, 2016 but effective only as of the Settlement Effective Time, by and among Contura Energy, Inc., for itself and on behalf of certain of its subsidiaries;
93 unchanged sentences
333-226953) filed on August 21, 2018)
−Removed: Employment Agreement, dated July 26, 2016 by and between Contura Energy, Inc.
−Removed: (Incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
10.31*† Contura Energy, Inc.
26 unchanged sentences
333-226953) filed on August 21, 2018)
−Removed: Contura Energy, Inc.
−Removed: Key Employee Separation Plan, effective as of July 26, 2016.
−Removed: (Incorporated by reference to Exhibit 10.43 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
−Removed: Contura Energy, Inc.
−Removed: Amended and Restated Non-Employee Director Compensation Policy, dated December 14, 2017.
−Removed: (Incorporated by reference to Exhibit 10.44 to the Registration Statement on Form S-4/A of Contura Energy, Inc.
−Removed: 333-226953) filed on August 21, 2018)
10.38*† Form of 2018 Long-Term Incentive Plan.
14 unchanged sentences
filed on November 13, 2018)
+Added: 10.43† Contura Energy, Inc.
+Added: Amended and Restated Non-Employee Director Compensation Policy, dated November 17, 2020
10.44* Amended and Restated Pledge and Security Agreement, dated as of November 9, 2018, by and among Contura Energy, Inc.
39 unchanged sentences
filed on October 21, 2019)
−Removed: List of Subsidiaries of Contura Energy, Inc.
+Added: 10.57*† Form of Incentive Award Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Contura Energy, Inc.
+Added: filed on May 11, 2020)
+Added: 10.58*† Form of Performance Share Unit Award Agreement (Incorporated by reference to Exhibit 10.2 on Form 10-Q of Contura Energy, Inc.
+Added: filed on May 11, 2020)
+Added: 10.59*† Form of Management Incentive Plan Restricted Unit Award Agreement (Incorporated by reference to Exhibit 10.3 on Form 10-Q of Contura Energy, Inc.
+Added: filed on May 11, 2020)
+Added: 10.60*† Plan Document and Summary Plan Description of the Amended and Restated Contura Energy, Inc.
+Added: Key Employee Separation Plan (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Contura Energy, Inc.
+Added: filed on November 9, 2020)
+Added: 10.61*† Amended and Restated Employment Agreement, dated as of January 26, 2021, by and between Contura Energy, Inc.
+Added: Stetson (Incorporated by reference to Exhibit 10.1 on Form 8-K of Contura Energy, Inc.
+Added: filed on January 29, 2021)
+Added: 21.1 List of Subsidiaries of Alpha Metallurgical Resources, Inc.
+Added: 23.1 Consent of RSM US LLP
23.2 Consent of KPMG LLP
5 unchanged sentences
95 Mine Safety Disclosure
−Removed: XBRL instance document
−Removed: XBRL taxonomy extension schema
−Removed: XBRL taxonomy extension calculation linkbase
−Removed: XBRL taxonomy extension definition linkbase
−Removed: XBRL taxonomy extension label linkbase
−Removed: XBRL taxonomy extension presentation linkbase
+Added: 101 The following financial information from Alpha Metallurgical Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________
2 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.