1 unchanged sentence
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Alpha Metallurgical Resources, Inc.
+Added: To the Stockholders and the Board of Directors of
+Added: Alpha Metallurgical Resources, Inc.
Opinions on the Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Alpha Metallurgical Resources, Inc.
−Removed: and subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively, the financial statements).
−Removed: We also have audited the Company's internal control over financial reporting as of December 31, 2021, criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
+Added: and subsidiaries (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively, the financial statements).
+Added: We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
+Added: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by COSO.
2 unchanged sentences
Our responsibility is to express an opinion on the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
15 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
1 unchanged sentence
Asset Retirement Obligations
−Removed: As described in Notes 2 and 16 to the consolidated financial statements, the Company’s consolidated asset retirement obligation liability was $164.2 million at December 31, 2021.
+Added: As described in Notes 2 and 16 to the consolidated financial statements, the Company’s consolidated asset retirement obligation liability was $179 million as of December 31, 2022.
The Company records the asset retirement obligation liability at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred.
1 unchanged sentence
Changes to the liability at operations that are currently being reclaimed are recorded to depreciation, depletion, and amortization.
−Removed: The Company annually reviews its estimated future cash flows for its asset retirement obligations.
+Added: On at least an annual basis the Company reviews its estimated future cash flows for its asset retirement obligations.
We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment.
3 unchanged sentences
– We compared significant valuation assumptions including the discount rates and inflation rate to market data and utilized a valuation specialist to assist in testing the Company’s discounted cash flow model.
−Removed: – We compared the estimates of disturbed acreage, timing of reclamation activities, and third-party reclamation costs to the prior year estimate, assessing consistency between timing of reclamation activities and projected mine life, evaluated the appropriateness of the estimated costs based on mine type, and compared anticipated costs to recent operating data.
−Removed: – We utilized an external specialist to perform observations of mine site operations, conducted interviews of engineering personnel, assessed the completeness of the mine reclamation estimate with respect to meeting mine closure and post closure plan regulatory requirements, and evaluated the reasonableness of the engineering estimates and assumptions.
+Added: – We compared the estimates of disturbed acreage, timing of reclamation activities, and third-party reclamation costs to the prior year estimates, assessing consistency between timing of reclamation activities and projected mine lives, evaluated the appropriateness of the estimated costs based on mine type, and compared anticipated costs to recent operating data.
+Added: – We utilized an external specialist who performed observations of mine site operations, conducted interviews of engineering personnel, assessed compliance with mine closure and post closure plan regulatory requirements, and evaluated the reasonableness of the engineering estimates and assumptions.
/s/ RSM US LLP
1 unchanged sentence
Atlanta, Georgia
−Removed: March 7, 2022
+Added: February 23, 2023
ALPHA METALLURGICAL RESOURCES, INC.
3 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Coal revenues $ 4,092,987 $ 2,252,624 $ 1,413,124
10 unchanged sentences
Mark-to-market adjustment for acquisition-related obligations 8,880 19,525 ( 8,750 )
−Removed: Other income ( 10,972 ) ( 2,223 )
+Added: Other expense (income) 3,363 ( 10,972 ) ( 2,223 )
Total costs and expenses 2,520,713 1,899,486 1,586,875
10 unchanged sentences
Discontinued operations:
−Removed: Income (loss) from discontinued operations before income taxes 1,660 ( 205,429 )
−Removed: Income tax benefit from discontinued operations 201 —
−Removed: Income (loss) from discontinued operations 1,861 ( 205,429 )
+Added: Loss from discontinued operations — — ( 205,429 )
Net income (loss) $ 1,448,545 $ 288,790 $ ( 446,899 )
1 unchanged sentence
Income (loss) from continuing operations $ 82.82 $ 15.66 $ ( 13.20 )
−Removed: Income (loss) from discontinued operations 0.10 ( 11.22 )
+Added: Loss from discontinued operations — — ( 11.22 )
Net income (loss) $ 82.82 $ 15.66 $ ( 24.42 )
1 unchanged sentence
Income (loss) from continuing operations $ 79.49 $ 15.30 $ ( 13.20 )
−Removed: Income (loss) from discontinued operations 0.10 ( 11.22 )
+Added: Loss from discontinued operations — — ( 11.22 )
Net income (loss) $ 79.49 $ 15.30 $ ( 24.42 )
7 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Net income (loss) $ 1,448,545 $ 288,790 $ ( 446,899 )
17 unchanged sentences
Cash and cash equivalents $ 301,906 $ 81,211
+Added: Short-term investments 46,052 —
Trade accounts receivable, net of allowance for doubtful accounts of $ 239 and $ 393 as of December 31, 2022 and 2021, respectively
1 unchanged sentence
Inventories, net 200,574 129,382
+Added: Short-term deposits 84,748 425
+Added: Short-term restricted cash 24,547 11,977
Prepaid expenses and other current assets 49,384 35,750
−Removed: Current assets - discontinued operations 462 10,935
Total current assets 1,114,421 747,986
5 unchanged sentences
55,102 74,197
+Added: Long-term restricted investments 105,735 30,949
Long-term restricted cash 28,941 89,426
+Added: Deferred income taxes 11,378 —
Other non-current assets 103,195 108,634
−Removed: Non-current assets - discontinued operations 8,526 9,473
Total assets $ 2,312,479 $ 1,857,712
5 unchanged sentences
Accrued expenses and other current liabilities 265,256 180,442
−Removed: Current liabilities - discontinued operations 5,838 12,306
Total current liabilities 402,625 295,929
6 unchanged sentences
Other non-current liabilities 20,197 26,176
−Removed: Non-current liabilities - discontinued operations 23,683 29,090
Total liabilities 882,724 1,310,803
8 unchanged sentences
( 649,061 ) ( 107,800 )
−Removed: Accumulated deficit ( 71,739 ) ( 360,529 )
+Added: Retained earnings (accumulated deficit) 1,275,319 ( 71,739 )
Total stockholders’ equity 1,429,755 546,909
6 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Operating activities:
7 unchanged sentences
Loss on sale of business — — 36,113
−Removed: Gain on disposal of assets, net ( 9,911 ) ( 2,401 )
+Added: Loss (gain) on disposal of assets, net 43 ( 9,911 ) ( 2,401 )
Accretion on asset retirement obligations 23,765 26,520 30,658
20 unchanged sentences
Proceeds on disposal of assets 3,623 8,224 4,023
+Added: Cash paid for business acquired ( 24,878 ) — —
Cash paid on sale of business — — ( 52,192 )
8 unchanged sentences
Principal repayments of long-term debt ( 450,622 ) ( 119,097 ) ( 76,491 )
−Removed: Principal repayments of financing lease obligations ( 2,064 ) ( 3,176 )
−Removed: Debt issuance costs ( 6,683 ) —
+Added: Dividend and dividend equivalents paid ( 13,360 ) — —
Common stock repurchases and related expenses ( 521,803 ) ( 786 ) ( 209 )
+Added: Proceeds from exercise of warrants 5,643 — —
+Added: Other, net ( 1,726 ) ( 8,747 ) ( 3,176 )
Net cash used in financing activities ( 981,868 ) ( 147,045 ) ( 22,376 )
−Removed: Net decrease in cash and cash equivalents and restricted cash ( 61,957 ) ( 103,109 )
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash 172,780 ( 61,957 ) ( 103,109 )
Cash and cash equivalents and restricted cash at beginning of period 182,614 244,571 347,680
7 unchanged sentences
Accrued capital expenditures $ 18,456 $ 9,964 $ 7,493
+Added: Accrued common stock repurchases $ 3,016 $ — $ —
+Added: Accrued dividend payable $ 88,128 $ — $ —
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows.
As of December 31,
+Added: 2022 2021 2020
Cash and cash equivalents $ 301,906 $ 81,211 $ 139,227
−Removed: Short-term restricted cash (included in Prepaid expenses and other current assets) 11,977 9,311
+Added: Short-term restricted cash 24,547 11,977 9,311
Long-term restricted cash 28,941 89,426 96,033
10 unchanged sentences
Other comprehensive loss, net — — ( 53,369 ) — — ( 53,369 )
−Removed: Stock-based compensation and net issuance of common stock for share vesting 1 3,717 — — — 3,718
−Removed: Common stock reissuances, repurchases and related expenses — — — 970 — 970
+Added: Stock-based compensation, issuance of common stock for share vesting, and common stock reissuances 1 3,717 — 1,179 — 4,897
+Added: Common stock repurchases and related expenses — — — ( 209 ) — ( 209 )
Balances, December 31, 2020 $ 206 $ 779,424 $ ( 111,985 ) $ ( 107,014 ) $ ( 360,529 ) $ 200,102
1 unchanged sentence
Other comprehensive income, net — — 53,482 — 53,482
−Removed: Stock-based compensation and net issuance of common stock for share vesting 2 5,313 — — — 5,315
+Added: Stock-based compensation and issuance of common stock for share vesting 2 5,313 — — — 5,315
Common stock repurchases and related expenses — — — ( 786 ) — ( 786 )
−Removed: Warrant exercises — 6 — — — 6
+Added: Warrants exercises — 6 — — — 6
Balances, December 31, 2021 $ 208 $ 784,743 $ ( 58,503 ) $ ( 107,800 ) $ ( 71,739 ) $ 546,909
+Added: Net income — — — — 1,448,545 1,448,545
+Added: Other comprehensive income, net — — 46,341 — — 46,341
+Added: Stock-based compensation, issuance of common stock for share vesting, and common stock reissuances 2 5,415 — 2,067 — 7,484
+Added: Exercise of stock options — 1,172 — — — 1,172
+Added: Common stock repurchases and related expenses — — — ( 543,328 ) — ( 543,328 )
+Added: Warrants exercises 7 24,112 — — — 24,119
+Added: Cash dividend and dividend equivalents declared ($ 6.185 per share)
+Added: — — — — ( 101,487 ) ( 101,487 )
+Added: Balances, December 31, 2022 $ 217 $ 815,442 $ ( 12,162 ) $ ( 649,061 ) $ 1,275,319 $ 1,429,755
Refer to accompanying Notes to Consolidated Financial Statements.
20 unchanged sentences
Basis of Presentation
−Removed: Together, the consolidated balance sheets and consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the Company are referred to as the “Financial Statements.” The Financial Statements are also referred to as “Consolidated” and references across periods are generally labeled “Balance Sheets,” “Statements of Operations,” and “Statements of Cash Flows.” The Company’s former Northern Appalachia (“NAPP”) operations results of operations and financial position are reported as discontinued operations in the Consolidated Financial Statements.
+Added: Together, the consolidated balance sheets and consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the Company are referred to as the “Financial Statements.” The Financial Statements are also referred to as “Consolidated” and references across periods are generally labeled “Balance Sheets,” “Statements of Operations,” and “Statements of Cash Flows.” The Company’s former NAPP operations results of operations and financial position are reported as discontinued operations in the Consolidated Financial Statements for the year ended December 31, 2020.
Refer to Note 3 for further information on discontinued operations.
3 unchanged sentences
Reclassifications
−Removed: Certain amounts in the prior year Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.
−Removed: Liquidity Risks and Uncertainties
−Removed: The Company believes it will have sufficient liquidity to meet its working capital requirements, anticipated capital expenditures, debt service requirements, acquisition-related obligations, and reclamation obligations for the 12 months subsequent to the issuance of these financial statements.
−Removed: However, the Company may need to raise additional funds if market conditions deteriorate and may not be able to do so in a timely fashion, or at all.
−Removed: The Company relies on a number of assumptions in budgeting for future activities.
−Removed: These include the costs for mine development to sustain capacity of its operating mines, cash flows from operations, effects of regulation and taxes by governmental agencies, mining technology improvements and reclamation costs.
−Removed: These assumptions are inherently subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, pending and existing climate-related initiatives, contingencies and risks, all of which are difficult to predict and many of which are beyond the Company’s control.
−Removed: Therefore, the Company’s cash on hand and from future operations will be subject to any significant changes in these assumptions.
+Added: Certain immaterial amounts as of and for the years ended December 31, 2022 and 2021 in the Consolidated Financials Statements and notes to the Consolidated Financials Statements have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
+Added: Additionally, certain amounts in the prior year Consolidated Statements of Stockholders’ Equity have been reclassified to conform to the current year presentation.
+Added: COVID-19 Pandemic
+Added: In the first quarter of 2020, the COVID-19 virus was declared a pandemic by the World Health Organization.
+Added: The COVID-19 pandemic has had negative impacts on the Company’s business, results of operations, financial condition and cash flows.
+Added: In 2021, the Company experienced an increase in employee absences due to COVID-19, although COVID-related absences within the Company decreased in 2022.
+Added: Indirectly, through some of the Company’s third-party vendors, the Company and the Company’s customers have experienced some supply chain disruptions due to the COVID-19 pandemic.
+Added: The continued impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration of the virus, the global economic impacts of the virus, its impact on the Company’s customers and suppliers, and the range of governmental and community reactions to the pandemic, which cannot be fully predicted.
+Added: Health and safety are core values of the Company and are the foundation for how the Company manages every
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: COVID-19 Pandemic
−Removed: In the first quarter of 2020, the COVID-19 virus was declared a pandemic by the World Health Organization.
−Removed: The COVID-19 pandemic has had negative impacts on the Company’s business, results of operations, financial condition and cash flows.
−Removed: The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on its customers and suppliers and the range of governmental and community reactions to the pandemic, which are still uncertain and still cannot be fully predicted.
+Added: aspect of its business.
+Added: The Company continues to monitor developments closely and adjust as necessary, including with respect to the Company’s implemented policies, procedures, and prevention measures to protect the safety and health of its employees.
(2) Summary of Significant Accounting Policies
9 unchanged sentences
deferred income taxes;
+Added: income taxes payable;
income taxes refundable and receivable;
8 unchanged sentences
Restricted Cash
−Removed: Amounts included in restricted cash represent cash deposits primarily invested in interest-bearing accounts that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure the certain obligations which have been written on the Company’s behalf.
+Added: Amounts included in restricted cash represent cash and cash equivalents that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure the certain obligations which have been written on the Company’s behalf.
Refer to Note 22 for further information.
−Removed: Restricted Investments
−Removed: Restricted investments consist of Federal Deposit Insurance Company (“FDIC”) insured certificates of deposit, mutual funds, and U.S.
−Removed: treasury bills classified as either trading securities or held-to-maturity securities that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure certain obligations which have been written on the Company’s behalf.
−Removed: Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and recorded in current period earnings or loss.
−Removed: Held-to-maturity securities are recorded at amortized cost with interest income recorded in current period earnings.
−Removed: Given the nature of the underlying investments, the Company does not expect any credit losses and has not recorded any credit losses with respect to its held-to-maturity portfolio.
+Added: Short-term investments consist of U.S government securities.
+Added: Restricted investments consist of Federal Deposit Insurance Company (“FDIC”) insured certificates of deposit, corporate fixed income, and U.S.
+Added: government securities that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure certain obligations which have been written on the Company’s behalf.
+Added: All investments are classified as trading securities as of December 31, 2022 and 2021.
+Added: Trading securities are recorded initially at cost and are adjusted to fair value at each reporting period with unrealized gains and losses recorded in current period earnings or loss.
Refer to Note 22 for further information.
2 unchanged sentences
Trade Accounts Receivable and Allowance for Doubtful Accounts
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Trade accounts receivable are recorded at their invoiced amounts and do not bear interest.
−Removed: The Company markets its coal primarily to domestic and international steel producers and electric utilities in the United States.
+Added: The Company markets its coal primarily to international and domestic steel producers and electric utilities in the United States.
Credit is extended based on an evaluation of a customer’s financial condition, including a review of third-party credit score information.
6 unchanged sentences
Refer to Note 23 for further information.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Coal is reported as inventory at the point in time the coal is extracted from the mine.
8 unchanged sentences
In accordance with Accounting Standards Codification (“ASC”) 205-20-45, the Company treats a disposal transaction as a discontinued operation when the disposal of a component or group of components represents a strategic shift that will have a major effect on the Company’s operations and financial results.
−Removed: In the period in which the discontinued operations criteria are met, the assets and liabilities of the discontinued operations are separately presented on the Company's Consolidated Balance Sheets and the results of operations, including any gain or loss recognized, is reclassified to discontinued operations on the Company’s Consolidated Statement of Operations.
−Removed: Refer to Note 3 for further information.
−Removed: Deferred Longwall Move Expenses
−Removed: The Company deferred the direct costs, including labor and supplies, associated with moving longwall equipment, the related equipment refurbishment costs, costs to drill vent holes and plug existing gas wells in advance of the longwall panel associated with its former NAPP operations included in discontinued operations during the year ending December 31, 2020.
+Added: In the period in which the discontinued operations criteria are met, the assets and liabilities of the discontinued operations are separately presented on the Company's Consolidated Balance Sheets and the results of operations, including any gain or loss recognized, are reclassified to discontinued operations on the Company’s Consolidated Statement of Operations.
Refer to Note 3 for further information.
−Removed: These deferred costs were amortized on a units-of-production basis into cost of coal sales over the life of the related panel of coal mined by the longwall equipment.
Advanced Mining Royalties
9 unchanged sentences
Mining equipment, buildings, and other fixed assets are stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from one to 25 years.
−Removed: Leasehold improvements are amortized using the straight-line method, over the shorter of the estimated
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: useful lives or term of the lease.
+Added: Leasehold improvements are amortized using the straight-line method, over the shorter of the estimated useful lives or term of the lease.
Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited.
Maintenance and repairs are expensed as incurred.
−Removed: When equipment is retired or disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposal is recognized in other (income) expense in the Company’s Consolidated Statements of Operations.
+Added: When equipment is retired or disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposal is recognized in Other expense (income) in the Company’s Consolidated Statements of Operations.
Refer to Note 10 for further information.
6 unchanged sentences
Only proven and probable reserves are included in the depletion base.
−Removed: Depletion expense is included in depreciation, depletion and amortization in the accompanying Consolidated Statements of Operations and was $ 23,541 and ($ 13,746 ) for the years ended December 31, 2021 and 2020, respectively.
−Removed: Depletion expense for the years ended December 31, 2021 and 2020 includes an expense of $ 5,782 and a credit of ($ 34,377 ), respectively, related to revisions to asset retirement obligations.
+Added: Depletion expense is
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: included in Depreciation, depletion and amortization in the accompanying Consolidated Statements of Operations and was $ 23,078 , $ 23,541 , and ($ 13,746 ) for the years ended December 31, 2022, 2021, and 2020 respectively.
+Added: Depletion expense for the years ended December 31, 2022, 2021, and 2020 includes a credit of ($ 3,016 ), an expense of $ 5,782 , and a credit of ($ 34,377 ), respectively, related to revisions to asset retirement obligations.
Refer to Note 16 for further disclosures related to asset retirement obligations.
9 unchanged sentences
Acquired Intangibles
−Removed: The Company has recognized assets for acquired above market-priced coal supply agreements and acquired mine permits and liabilities for acquired below market-priced coal supply agreements.
−Removed: The coal supply agreements were valued based on the present value of the difference between the expected net contractual cash flows based on the stated contract terms and the estimated net contractual cash flows derived from applying forward market prices at the Merger or acquisition date for new contracts of similar terms and conditions.
−Removed: The acquired mine permits were valued based on the replacement cost and lost profits method as of the Merger date.
−Removed: The balances and respective Consolidated Balance Sheets classifications of such assets and liabilities as of December 31, 2021 and 2020, net of accumulated amortization, are set forth in the following tables:
−Removed: December 31, 2021
−Removed: Liabilities (2)
−Removed: Coal supply agreements, net $ — $ — $ —
−Removed: Acquired mine permits, net 74,197 — 74,197
−Removed: Total $ 74,197 $ — $ 74,197
+Added: The Company has recognized assets for acquired mine permits which were valued based on the replacement cost and lost profits method as of the Merger date.
+Added: The balances of such assets as of December 31, 2022 and 2021, net of accumulated amortization, were $ 55,102 and $ 74,197 , respectively, and are included within Other acquired intangibles, net of accumulated amortization, on the Company’s Consolidated Balance Sheets.
+Added: During the year ended December 31, 2020, the Company recorded long-lived asset impairments which reduced the carrying value of acquired mine permits, net, by $ 21,144 .
+Added: Refer to Note 8 for further information.
+Added: The acquired mine permits are amortized over the estimated life of the associated mine.
+Added: Amortization expense is included in Amortization of acquired intangibles, net in the accompanying Consolidated Statements of Operations and was $ 19,498 , $ 13,571 , and $ 14,887 for the years ended December 31, 2022, 2021, and 2020, respectively.
+Added: Additionally, the Company previously recognized assets for acquired above market-priced coal supply agreements and liabilities for acquired below market-priced coal supply agreements.
+Added: The agreements were amortized over the actual number of tons shipped over the life of each contract.
+Added: Amortization expense is included in Amortization of acquired intangibles, net in the accompanying Consolidated Statements of Operations and was $ 0 , ($ 327 ), and ($ 5,673 ) for the years ended December 31, 2022, 2021, and 2020, respectively.
+Added: Future net amortization expense related to acquired intangibles is expected to be $ 8,526 , $ 6,705 , $ 5,893 , $ 5,373 , $ 4,792 , and $ 23,813 for 2023, 2024, 2025, 2026, 2027, and after 2027, respectively.
+Added: Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets of acquired companies.
+Added: In December 2022, primarily to secure the supply of certain underground mining equipment parts needed for its operations, the Company purchased substantially all of the assets of a mining equipment component manufacturing and rebuilding business for $ 24,878 , which included $ 7,787 of working capital, $ 6,355 of property, plant, and equipment, and $ 10,736 of goodwill.
+Added: The acquired goodwill, related primarily to the acquired workforce and expected cost synergies, was allocated to the Company’s Met reportable segment.
+Added: Goodwill is not amortized;
+Added: instead, it is tested for impairment annually as of October 31 of each year or more frequently if indicators of impairment exist.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: December 31, 2020
−Removed: Liabilities (2)
−Removed: Coal supply agreements, net $ — $ ( 327 ) $ ( 327 )
−Removed: Acquired mine permits, net 88,196 — 88,196
−Removed: Total $ 88,196 $ ( 327 ) $ 87,869
−Removed: (1) Included within Other acquired intangibles, net of accumulated amortization, on the Company’s Consolidated Balance Sheets.
−Removed: (2) Included within Other non-current liabilities on the Company’s Consolidated Balance Sheets.
−Removed: During the year ended December 31, 2020, the Company recorded long-lived asset impairments which reduced the carrying value of acquired mine permits, net, by $ 21,144 .
−Removed: Refer to Note 8 for further information.
−Removed: The acquired mine permits are amortized over the estimated life of the associated mine.
−Removed: The coal supply agreement assets and liabilities were amortized over the actual number of tons shipped over the life of each contract.
−Removed: The following table details the amortization of mine permits acquired as a result of the Merger and the amortization of above-market and below-market coal supply agreements.
−Removed: Amortization of mine permits (1)
−Removed: $ 13,571 $ 14,887
−Removed: Amortization of above-market coal supply agreements $ — $ 18
−Removed: Amortization of below-market coal supply agreements ( 327 ) ( 5,691 )
−Removed: Net income (1)
−Removed: $ ( 327 ) $ ( 5,673 )
−Removed: (1) Included within amortization of acquired intangibles, net in the Consolidated Statements of Operations.
−Removed: Future net amortization expense related to acquired intangibles is expected to be as follows:
−Removed: 2022 $ 11,749
−Removed: Thereafter 34,722
−Removed: Total net future amortization expense $ 74,197
+Added: The Company assesses goodwill for impairment on a qualitative basis.
+Added: If the Company determines that more likely than not the fair value of a reporting unit containing goodwill exceeds its carrying amount, no further impairment testing is required.
+Added: If the qualitative assessment indicates that an impairment potentially exists, then the Company quantitatively tests goodwill for impairment by comparing the fair value of the reporting unit to its carrying amount.
+Added: If the fair value of the reporting unit is lower than its carrying amount, its goodwill is written down by the lesser of the amount by which the reporting units carrying amount exceeded its fair value or its carrying amount of goodwill.
Asset Impairment
5 unchanged sentences
The Company estimates the fair value of an asset group generally using discounted cash flow analysis based on estimates of future sales volumes, coal prices, production costs, and a risk-adjusted cost of capital.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
These estimates generally constitute unobservable Level 3 inputs under the fair value hierarchy.
19 unchanged sentences
Deferred Financing Costs
−Removed: The costs to obtain new debt financing or amend existing financing agreements are generally deferred and amortized to interest expense over the life of the related indebtedness or credit facility using the effective interest method.
+Added: The costs to obtain new debt financing or amend existing financing agreements are generally deferred and amortized to
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: interest expense over the life of the related indebtedness or credit facility using the effective interest method.
Unamortized deferred financing costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums.
11 unchanged sentences
Workers’ Compensation
−Removed: As of December 31, 2021, the Company’s subsidiaries generally utilize high-deductible insurance programs for workers’ compensation claims at its operations with the exception of certain subsidiaries in which the Company is a qualified self-insurer
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: for workers’ compensation obligations.
+Added: As of December 31, 2022, the Company’s subsidiaries generally utilize high-deductible insurance programs for workers’ compensation claims at its operations with the exception of certain subsidiaries in which the Company is a qualified self-insurer for workers’ compensation obligations.
The liabilities for workers’ compensation claims are estimates of the ultimate losses incurred based on the Company’s experience and include a provision for incurred but not reported losses.
16 unchanged sentences
Refer to Note 19 for information.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Postretirement Life Insurance Benefits
13 unchanged sentences
Stock-Based Compensation
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
The Company recognizes expense for stock-based compensation awards based on their grant-date fair value.
3 unchanged sentences
Refer to Note 20 for further information.
−Removed: On July 26, 2016 (the “Initial Issue Date”), the Company issued 810,811 warrants, which are classified as equity instruments, each with an initial exercise price, as defined in the Series A Warrants Agreement (the “Warrants Agreement”), of $ 55.93 per share of common stock and exercisable for one share of the Alpha’s common stock, par value $ 0.01 per share.
−Removed: Pursuant to the Warrants Agreement, the warrants are exercisable for cash or on a cashless basis at any time from the Initial Issue Date until July 26, 2023, and no fractional shares shall be issued upon warrant exercises.
−Removed: The exercise price and the warrant share number will be adjusted in respect of certain dilutive events with respect to the common stock (namely, dividends or distributions on the common stock, share splits and combinations, above-market tender offers for common stock by the Company or a subsidiary thereof, and discounted issuances of common stock or rights or options to purchase common stock or securities convertible or exchangeable into common stock).
−Removed: Refer to Note 25 for subsequent event disclosures related to the Company’s share repurchase program.
+Added: On July 26, 2016 (the “Initial Issue Date”), the Company issued warrants, which are classified as equity instruments, and are exercisable for cash or on a cashless basis at any time from the Initial Issue Date until July 26, 2023, and no fractional shares will be issued upon warrant exercises.
+Added: The exercise price and the warrant share number will be adjusted in respect of certain dilutive events with respect to common stock (namely, dividends or distributions on the common stock, share splits and combinations, above-market tender offers for common stock by the Company or a subsidiary thereof, and discounted issuances of common stock or rights or options to purchase common stock or securities convertible or exchangeable into common stock).
Additionally, in the case of any reorganization (i.e., a consolidation, merger, or sale of all or substantially all of the consolidated assets of Alpha) pursuant to which the common stock is converted into cash, securities or other property, the warrants would become exercisable for such property.
−Removed: As of December 31, 2021 and 2020, the exercise price was $ 46.911 per share and the warrant share number was equal to 1.15 , as adjusted in respect to certain dilutive events with respect to the common stock during 2017 and 2018.
−Removed: As of December 31, 2021, of the 810,811 warrants that were originally issued, 801,246 remained outstanding, with a total of 921,433 shares underlying the un-exercised warrants.
−Removed: For the year ended December 31, 2021, the Company issued 143 shares of common stock resulting from exercises of its Series A Warrants and, pursuant to the terms of the Warrants Agreement, withheld 17 of the issued shares in satisfaction of the warrant exercise price, which were subsequently reclassified as treasury stock.
−Removed: As of December 31, 2020, of the 810,811 warrants that were originally issued, 801,370 remained outstanding, with a total of 921,576 shares underlying the un-exercised warrants.
−Removed: For the year ended December 31, 2020, there were no warrant exercises.
+Added: Refer to Note 9 for additional information.
Equity Method Investments
3 unchanged sentences
Recently Adopted Accounting Guidance
−Removed: Business Combinations :
−Removed: In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08 , Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).
−Removed: This update requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts with customers using the revenue recognition guidance in ASC 606.
−Removed: This creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations.
−Removed: The amendments in this update are intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies.
−Removed: The update is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years for public business entities, with early adoption permitted.
−Removed: The Company adopted ASU 2021-08 during the fourth quarter of 2021.
−Removed: The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.
−Removed: Presentation of Financial Statements :
−Removed: In August 2021, the FASB issued ASU 2021-06 , Presentation of Financial Statements (Topic 205), Financial Services—Depository and Lending (Topic 942), and Financial Services—Investment Companies (Topic 946) (“ASU 2021-06”).
−Removed: This update amends certain SEC paragraphs from the Codification in response to the issuance of SEC Final Rule Nos.
−Removed: 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses, and 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants.
−Removed: For all entities, the update is effective immediately.
−Removed: The Company adopted ASU 2021-06 during the third quarter of 2021.
−Removed: The adoption of this ASU did not
+Added: Reference Rate Reform:
+Added: In December 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).
+Added: This update defers the sunset date of ASC 848 to December 31, 2024.
+Added: The amendments are effective immediately for all entities and are applied prospectively.
+Added: As the Company previously adopted ASU 2020-04, Reference Rate Reform (Topic 848):
+Added: Facilitation of Effects of Reference Rate Reform on Financial Reporting during the first quarter of 2020, ASU 2022-06 did not have an impact on the Company’s Consolidated Financial Statements and related disclosures.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: have a material impact on the Company's Consolidated Financial Statements and related disclosures.
−Removed: In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors—Certain Leases with Variable Lease Payments (“ASU 2021-05”).
−Removed: The amendments in this update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate (“variable payments”) and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing.
−Removed: The amendments in this update address stakeholders’ concerns by amending the lease classification requirements for lessors to align them with practice under Topic 840 by requiring a lessor to classify a lease with variable payments as an operating lease on the commencement date of the lease if specified criteria are met.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities with early application permitted.
+Added: Government Assistance :
+Added: In November 2021, the FASB issued ASU 2021-10 , Disclosures by Business Entities about Government Assistance (“ASU 2021-10”).
+Added: This update requires business entities to make annual disclosures about transactions with a government accounted for by analogizing to a grant or contribution accounting model.
+Added: The required annual disclosures include the nature of the transaction, the related accounting policy, the financial statement line items affected and the amounts reflected in the current period financial statements, and any significant terms and conditions.
+Added: The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, with early application permitted.
+Added: The Company adopted ASU 2021-10 during the fourth quarter of 2022.
+Added: The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50):
+Added: Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”).
+Added: This update enhances transparency about an entity’s use of supplier finance programs.
+Added: The ASU requires entities to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented.
+Added: The amendments are effective for fiscal years beginning after December 15, 2022, with early application permitted.
The Company adopted ASU 2022-04 during the third quarter of 2022.
The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
−Removed: Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options:
−Removed: In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2021-04”).
−Removed: The amendments in this update provide final guidance that requires issuers to account for modifications or exchanges of freestanding equity-classified written call options, such as the Company’s outstanding Series A warrants, that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange.
−Removed: This ASU addresses the diversity in practice in issuers’ accounting by providing a principles-based framework to determine whether an issuer should recognize the modification or exchange as 1) an adjustment to equity and, if so, the related earnings per share effects, if any, or 2) an expense and, if so, the manner and pattern of recognition.
−Removed: For all entities, the standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted.
+Added: Fair Value Measurement:
+Added: In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):
+Added: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”).
+Added: This update clarifies how the fair value of equity securities subject to contractual sale restrictions is determined.
+Added: Per the update, a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and is not considered in measuring fair value.
+Added: Additionally, the update requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities.
+Added: The amendments are effective for fiscal years beginning after December 15, 2023, with early application permitted.
The Company adopted ASU 2022-03 during the second quarter of 2022.
The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
−Removed: Reference Rate Reform :
−Removed: In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”).
−Removed: The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.
−Removed: For all entities, the standard is effective immediately.
−Removed: The Company adopted ASU 2021-01 during the first quarter of 2021.
−Removed: The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.
−Removed: Convertible Debt and Contracts in Entity’s Own Equity :
−Removed: In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”).
−Removed: The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity, such as the Company’s outstanding Series A warrants.
−Removed: For public business entities, the standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted.
+Added: Financial Instruments:
+Added: In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326):
+Added: Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”).
+Added: This update eliminates the troubled debt restructuring model for creditors that have adopted Topic 326.
+Added: All loan modifications will now be accounted for under general loan modification guidance and, on a prospective basis, entities will be subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty.
+Added: In addition, entities will be required to prospectively disclose current-period gross write-off information by year of origination.
+Added: The amendments are effective for fiscal years beginning after December 15, 2022, with early application permitted.
The Company adopted ASU 2022-02 during the first quarter of 2022.
The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
−Removed: Credit Losses:
−Removed: In June 2016, the FASB issued ASU 2016-13, Credit Losses (“ASU 2016-13”).
−Removed: ASU 2016-13, along with related amendments and improvements issued in 2018 and 2019, replaces the previous incurred loss impairment methodology in U.S.
−Removed: GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable supportable information to inform credit loss estimates for financial instruments that are in the scope of this update, including trade accounts receivable.
−Removed: The Company adopted ASU 2016-13 during the first quarter of 2020.
−Removed: The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements and related disclosures and resulted in a cumulative-effect adjustment to retained earnings of $ 440 in the Consolidated Balance Sheet as of January 1, 2020.
−Removed: Recent Accounting Guidance Issued Not Yet Effective
−Removed: Government Assistance :
−Removed: In November 2021, the FASB issued ASU 2021-10 , Disclosures by Business Entities about Government Assistance (“ASU 2021-10”).
−Removed: This update requires business entities to make annual disclosures about transactions with a government accounted for by analogizing to a grant or contribution accounting model.
−Removed: The required annual disclosures include the nature of the transaction, the related accounting policy, the financial statement line items affected and the amounts reflected in the current period financial statements, and any significant terms and conditions.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2021, for all entities, with early application permitted.
−Removed: The adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
(3) Discontinued Operations
−Removed: Discontinued operations consisted of activity related to the Company’s former NAPP operations.
+Added: The Company has no discontinued operations as of or for the years ended December 31, 2022 and 2021.
+Added: Certain immaterial amounts as of and for the years ended December 31, 2022 and 2021 in the Consolidated Financials Statements and notes to the Consolidated Financials Statements have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
+Added: Discontinued operations consisted of activity related to the Company’s former NAPP operations for the year ended December 31, 2020.
Former NAPP Operations
4 unchanged sentences
The mining permits associated with the Cumberland mining operations were obtained by Iron Senergy at closing.
−Removed: During the second quarter of 2021, nearly all of the Company’s remaining surety bonds were released and Iron Senergy’s replacement bonds were accepted through the administrative process with only $ 30 remaining as of December 31, 2021, which are expected to be released in the short-term.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
The following table presents the details of the Cumberland Transaction:
13 unchanged sentences
For the years ended December 31, 2022, 2021, and 2020 the Company purchased and sold 1,617 , 2,591 , and 104 tons, respectively, totaling $ 62,171 , $ 100,338 , and $ 3,997 , respectively, under the Cumberland Back-to-Back Coal Supply Agreements.
−Removed: The Cumberland Back-to-Back Coal Supply Agreements are scheduled to be fully performed by December 31, 2022.
+Added: During the fourth quarter of 2022, one Cumberland Back-to-Back Coal Supply Agreement initially scheduled to be fully performed by December 31, 2022 was extended into 2023 and is expected to be fully performed by the end of the second quarter of 2023.
Major Financial Statement Components of Discontinued Operations
−Removed: The income from discontinued operations before income taxes for the year ended December 31, 2021 was $ 1,660 .
The major components of net loss from discontinued operations before income taxes in the Consolidated Statements of Operations for the year ended December 31, 2020 are as follows:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Year Ended December 31, 2020 (1)
13 unchanged sentences
(3) Represents professional and legal fees.
−Removed: Refer to the Consolidated Statements of Operations and Note 6 for net income (loss) per share information related to discontinued operations.
−Removed: The major components of assets and liabilities that are classified as discontinued operations in the Consolidated Balance Sheets are as follows:
−Removed: Trade accounts receivable, net of allowance for doubtful accounts $ — $ 7,504
−Removed: Prepaid expenses and other current assets $ 462 $ 3,431
−Removed: Other non-current assets (1)
−Removed: $ 8,526 $ 9,473
−Removed: Trade accounts payable, accrued expenses and other current liabilities $ 5,838 $ 12,306
−Removed: Workers’ compensation and black lung obligations, non-current $ 23,683 $ 27,799
−Removed: Other non-current liabilities $ — $ 1,291
−Removed: (1) Primarily comprised of workers’ compensation insurance receivable and long-term restricted investments collateralizing workers’ compensation obligations.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: Refer to the Consolidated Statements of Operations and Note 6 for net loss per share information related to discontinued operations.
The major components of cash flows related to discontinued operations were as follows:
5 unchanged sentences
Asset impairment and restructuring $ 172,640
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Disaggregation of Revenue from Contracts with Customers
21 unchanged sentences
Total coal revenues $ 2,071,307 $ 181,317 $ 2,252,624
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: Year Ended December 31, 2020
+Added: Met Coal Thermal Coal Total
+Added: Export coal revenues $ 870,121 $ 27,904 $ 898,025
+Added: Domestic coal revenues 362,654 152,445 515,099
+Added: Total coal revenues $ 1,232,775 $ 180,349 $ 1,413,124
Performance Obligations
10 unchanged sentences
or 2) the remaining performance obligation has variable consideration that is allocated entirely to a wholly unsatisfied performance obligation.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
(5) Accumulated Other Comprehensive Loss
3 unchanged sentences
Balance January 1, 2021
+Added: Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive loss Balance December 31, 2021
+Added: Employee benefit costs $ ( 111,985 ) $ 47,461 $ 6,021 $ ( 58,503 )
+Added: Balance January 1, 2020
Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss Balance December 31, 2020
1 unchanged sentence
The following table summarizes the amounts reclassified from accumulated other comprehensive loss and the Consolidated Statements of Operations line items affected by the reclassification during the years ended December 31, 2022, 2021, and 2020:
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Details about accumulated other comprehensive loss components Amounts reclassified from accumulated other comprehensive loss Affected line item in the Consolidated Statements of Operations
Year Ended December 31,
+Added: 2022 2021 2020
Employee benefit costs:
10 unchanged sentences
The number of shares used to calculate basic net income (loss) per common share is based on the weighted average number of the Company’s outstanding common shares during the respective period.
−Removed: The number of shares used to calculate diluted net income (loss) per common share is based on the number of common shares used to calculate basic net income (loss) per common share plus the dilutive effect of stock options and other stock-based instruments held by the Company’s employees and directors during the period, and the Company’s outstanding Series A warrants.
+Added: The number of shares used to calculate diluted net income (loss) per common share is based on the number of common shares used to calculate basic net income (loss) per common share plus the dilutive effect of stock options and other stock-based instruments held by the Company’s employees and directors during the period, and the Company’s outstanding warrants.
The dilutive effect of outstanding stock-based instruments is determined by application of the treasury stock method.
−Removed: The warrants become dilutive for diluted net income (loss) per common share calculations when the market price of the Company’s common stock exceeds the exercise price.
+Added: The stock options and warrants become dilutive for diluted net income (loss) per common share calculations when the market price of the Company’s common stock exceeds the exercise price.
As discussed below, dilutive securities are not included in the computation of diluted net loss per common share for the year ended December 31, 2020 as the impact would be anti-dilutive.
−Removed: For the years ended December 31, 2021 and 2020, 717,992 and 1,317,351 warrants, stock options, and other stock-based instruments, respectively, were excluded from the computation of dilutive net income (loss) per common share because they would have been anti-dilutive.
+Added: For the years ended December 31, 2022, 2021, and 2020, respectively, 0 , 717,992 , and 1,317,351 warrants, stock options, and other stock-based instruments were excluded from the computation of dilutive net income (loss) per common share because they would have been anti-dilutive.
When applying the treasury stock method, anti-dilution generally occurs when the exercise prices or unrecognized compensation cost per share are higher than the Company’s average stock price during an applicable period.
1 unchanged sentence
For the year ended December 31, 2020, the weighted average share impact of stock options and other stock-based instruments that were excluded from the calculation of diluted shares due to the Company incurring a net loss for the period was 142,250 .
+Added: The following table presents the net income (loss) per common share for the years ended December 31, 2022, 2021, and 2020:
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: The following table presents the net income (loss) per common share for the years ended December 31, 2021 and 2020:
Year Ended December 31,
+Added: 2022 2021 2020
Net income (loss)
Income (loss) from continuing operations $ 1,448,545 $ 288,790 $ ( 241,470 )
−Removed: Income (loss) from discontinued operations 1,861 ( 205,429 )
+Added: Loss from discontinued operations — — ( 205,429 )
Net income (loss) $ 1,448,545 $ 288,790 $ ( 446,899 )
2 unchanged sentences
Income (loss) from continuing operations $ 82.82 $ 15.66 $ ( 13.20 )
−Removed: Income (loss) from discontinued operations 0.10 ( 11.22 )
+Added: Loss from discontinued operations — — ( 11.22 )
Net income (loss) $ 82.82 $ 15.66 $ ( 24.42 )
6 unchanged sentences
Income (loss) from continuing operations $ 79.49 $ 15.30 $ ( 13.20 )
−Removed: Income (loss) from discontinued operations 0.10 ( 11.22 )
+Added: Loss from discontinued operations — — ( 11.22 )
Net income (loss) $ 79.49 $ 15.30 $ ( 24.42 )
4 unchanged sentences
Materials, supplies and other, net 51,718 27,795
−Removed: 27,795 23,705
Total inventories, net $ 200,574 $ 129,382
−Removed: (1) Includes an increase in allowance for obsolete material and supplies inventory of $ 807 recorded as restructuring expense during the year ended December 31, 2020 (refer to Note 8).
ALPHA METALLURGICAL RESOURCES, INC.
67 unchanged sentences
(3) Total restructuring expense from continuing operations of $ 2,924 was recorded within the All Other category and affected Accrued expenses and other current liabilities, Other non-current liabilities, Inventories, net, and Other non-current assets.
+Added: (9) Capital Stock
+Added: Share Repurchase Program
+Added: On March 4, 2022, the Company’s Board of Directors (the “Board”) adopted a share repurchase program that permitted the Company to repurchase up to an aggregate amount of $ 150,000 of the Company's common stock.
+Added: On May 3, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $ 600,000 of the Company's common stock.
+Added: On November 4, 2022, the Board amended the share repurchase program to increase the aggregate amount the Company is permitted to repurchase to $ 1,000,000 of the Company’s common stock.
+Added: Share repurchases
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: (9) Prepaid Expenses and Other Current Assets
−Removed: Prepaid expenses and other current assets consisted of the following:
−Removed: Prepaid freight $ 19,671 $ 8,515
−Removed: Notes and other receivables 4,161 13,245
−Removed: Short-term restricted cash 11,977 9,311
−Removed: Prepaid insurance 8,525 6,510
−Removed: Refundable income taxes — 64,565
−Removed: Prepaid bond premium 1,649 2,576
−Removed: Other prepaid expenses 1,707 1,530
−Removed: Total prepaid expenses and other current assets $ 47,690 $ 106,252
+Added: may be made from time to time through open market transactions, block trades, tender offers, or otherwise, and the program has no expiration date.
+Added: The share repurchase program does not obligate the Company to acquire any particular amount of common stock or to acquire shares on any particular timetable, and the program may be suspended at any time at the Company’s discretion.
+Added: Repurchases under the program are subject to market and business conditions, available liquidity, the Company’s cash needs, restrictions under agreements or obligations, legal or regulatory requirements or restrictions and other relevant factors.
+Added: As of December 31, 2022, the Company had repurchased an aggregate of 3,544,413 shares under the program for an aggregate purchase price of approximately $ 516,952 (comprised of $ 516,845 of share repurchases and $ 107 of related fees).
+Added: Refer to Note 25 for subsequent event disclosures related to an increase in the aggregate amount permitted to be repurchased under the share repurchase program.
+Added: Dividend Program
+Added: On May 3, 2022, the Board adopted a dividend policy.
+Added: Pursuant to this policy, the Board initially intended to pay aggregate cash dividends of $ 1.50 per share of common stock per year, with $ 0.375 per share paid each quarter.
+Added: Subsequently, during the year ended December 31, 2022, the Board increased the quarterly dividend amounts and also declared a one-time, special dividend.
+Added: In addition, pursuant to the terms of certain stock-based compensation awards under the Company’s Management Incentive Plan (the “MIP”) and Long-Term Incentive Plan (the “LTIP”), dividend equivalent amounts for each quarterly dividend will become payable at various vesting dates with respect to each underlying outstanding award.
+Added: The Board declared the following dividends on the Company’s common stock during the year ended December 31, 2022:
+Added: Total Dividend per Share (1)
+Added: Total Dividends Paid (2)
+Added: Declaration Date Holders of Record Date Payable Date
+Added: $ 0.375 $ 6,773 May 3, 2022 June 15, 2022 July 1, 2022
+Added: 0.392 6,522 August 4, 2022 September 15, 2022 October 3, 2022
+Added: 5.418 84,748 November 4, 2022 December 15, 2022 January 3, 2023
+Added: $ 6.185 $ 98,043
+Added: (1) The fourth quarter dividend declared on November 4, 2022 includes the quarterly cash dividend of $ 0.418 per share and the one-time, special dividend of $ 5.00 per share.
+Added: (2) Excludes dividend equivalents paid or accrued of $ 3,444 as of December 31, 2022.
+Added: As of December 31, 2022, a related $ 84,748 balance was held on deposit to facilitate the dividend payment on January 3, 2023.
+Added: The Company expects any future dividend payments will be targeted to be paid in the first month of each calendar quarter.
+Added: Any decisions as to whether and when to pay future cash dividends will, however, be made by the Board and depend on the Company’s future earnings and financial condition and other relevant factors.
+Added: Refer to Note 25 for subsequent event disclosures related to the Company’s dividend program.
+Added: On July 26, 2016, the Company issued 810,811 warrants.
+Added: Pursuant to the terms in the underlying warrants agreement (refer to Note 2), the exercise price was adjusted from $ 46.911 per share to $ 46.804 per share as of the June 15, 2022 dividend record date while the warrant share number remained unchanged, at 1.15 .
+Added: Subsequently, as of the September 15, 2022 and December 15, 2022 dividend record dates, the exercise price was adjusted to $ 46.679 per share and $ 45.086 per share, respectively, and the warrant share number was adjusted to 1.16 and 1.20 , respectively.
+Added: Refer to Note 25 for subsequent event disclosures related to the Company’s dividend program which could result in an additional adjustment to the warrants exercise price and warrants share number.
+Added: As of December 31, 2022, 190,838 warrants remained outstanding, with a total of 229,006 shares underlying the un-exercised warrants.
+Added: For the year ended December 31, 2022, the Company issued 702,182 shares of common stock resulting from exercises of its warrants and, pursuant to the terms of the underlying warrants agreement, withheld 187,857 of the issued shares, in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock in the amount of $ 18,509 .
+Added: As of December 31, 2021, 801,246 warrants were outstanding, with a total of 921,433 shares underlying the un-exercised warrants.
+Added: For the year ended December 31, 2021, the Company issued 143 shares of common stock resulting from exercises of
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: its warrants and, pursuant to the terms of the underlying warrants agreement, withheld 17 of the issued shares in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock.
+Added: As of December 31, 2020, 801,370 warrants were outstanding, with a total of 921,576 shares underlying the un-exercised warrants.
+Added: For the year ended December 31, 2020, there were no warrant exercises.
(10) Property, Plant, and Equipment, net
6 unchanged sentences
Total property, equipment and mine development costs $ 933,831 $ 806,074
−Removed: Less accumulated depreciation, depletion and amortization ( 443,856 ) ( 382,423 )
+Added: Less accumulated depreciation and amortization ( 491,186 ) ( 443,856 )
Total property, plant, and equipment, net $ 442,645 $ 362,218
5 unchanged sentences
Refer to Note 8 for further information.
−Removed: As of December 31, 2021, the Company had commitments to purchase approximately $ 18,497 of new equipment, expected to be acquired at various dates in 2022.
+Added: As of December 31, 2022, the Company had unconditional purchase obligations for approximately $ 40,015 , $ 0 , and $ 4,887 of new equipment purchase commitments expected to be acquired at various dates in 2023, 2024, and 2025, respectively.
ALPHA METALLURGICAL RESOURCES, INC.
6 unchanged sentences
Long-term deposits 1,363 1,371
−Removed: Long-term restricted investments 28,443 23,768
Equity method investments 23,070 20,460
Workers’ compensation receivables 44,734 51,355
+Added: Goodwill 10,736 —
Other 15,816 24,660
25 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: Year Ended December 31, 2021 Year Ended December 31, 2020
+Added: Year Ended December 31,
+Added: 2022 2021 2020
Lease cost (1)
7 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Other information
15 unchanged sentences
2024 1,335 955
+Added: 2025 1,225 897
Thereafter 1,800 2,062
13 unchanged sentences
Taxes other than income taxes 24,959 31,234
−Removed: Current portion of asset retirement obligations 32,159 24,990
+Added: Asset retirement obligations 36,963 32,159
Accrued interest and fees 1,062 14,489
−Removed: Deferred revenue — 13,197
+Added: Dividend payable 86,118 —
Freight accrual 7,181 15,085
4 unchanged sentences
Term Loan Credit Facility - due June 2024 $ — $ 449,435
−Removed: ABL Facility - due December 2024 — 3,350
−Removed: LCC Note Payable — 27,500
−Removed: LCC Water Treatment Obligation — 6,875
Debt discount and issuance costs — ( 6,195 )
4 unchanged sentences
Term Loan Credit Facility - due June 2024
−Removed: On June 14, 2019, the Company entered into a Credit Agreement with Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the other lenders party thereto (as defined therein) that provides for a senior secured term loan facility in the aggregate principal amount of $ 561,800 with a maturity date of June 14, 2024 (the “Term Loan Credit Facility”).
+Added: On June 14, 2019, the Company entered into a credit agreement with Cantor Fitzgerald Securities, as administrative agent and collateral agent, and the other lenders party thereto (as defined therein) (the “Term Loan Credit Agreement”) that provided for a senior secured term loan facility in the aggregate principal amount of $ 561,800 with a maturity date of June 14, 2024 (the “Term Loan Credit Facility”).
Principal repayments equal to approximately $ 1,405 were due each March, June, September and December (commencing with September 30, 2019) with the final principal repayment installment to be paid on the maturity date and in an amount equal to the aggregate principal amount outstanding on such date.
−Removed: The Term Loan Credit Facility bears an interest rate per annum based on the character of the loan (defined as either “Base Rate Loan” or “Eurocurrency Rate Loan”).
−Removed: Each loan type bears interest at a rate per annum comprised of a base rate (as defined) plus an applicable percentage ( 6.00 % for Base Rate Loans and 7.00 % for Eurocurrency Rate Loans on or prior to the second anniversary of the Closing Date and 7.00 % or 8.00 % thereafter (the “Applicable Rate”)).
−Removed: The Eurocurrency base rate is subject to a 2.00 % floor.
−Removed: Interest accrued on each Base Rate Loan is payable in arrears on the last business day of each March, June, September and December and the maturity date.
−Removed: Interest accrued on each Eurocurrency Rate Loan is payable in arrears on the last day of each interest period as defined therein.
−Removed: As of December 31, 2021, the borrowings made under the Term Loan Credit Facility were comprised of Eurocurrency Rate Loans with an interest rate of 10.00 %, calculated as the Eurocurrency rate during the period plus an applicable rate of 8.00 %.
−Removed: As of December 31, 2021, the carrying value of the Term Loan Credit Facility was $ 443,241 , all of which was classified as long-term within the
+Added: The Term Loan Credit Facility bore an interest rate per annum based on the character of the loan (defined as either “Base Rate Loan” or “Eurocurrency Rate Loan”).
+Added: Each loan type bore interest at a rate per annum comprised of a base rate (as defined) plus an applicable percentage ( 6.00 % for Base Rate Loans and 7.00 % for Eurocurrency Rate Loans on or prior to the second anniversary of the Closing Date and 7.00 % or 8.00 % thereafter (the “Applicable Rate”)).
+Added: The Eurocurrency base rate was subject to a 2.00 % floor.
+Added: Interest accrued on each Base Rate Loan was payable in arrears on the last business day of each March, June, September and December and the maturity date.
+Added: Interest accrued on each Eurocurrency Rate Loan was payable in arrears on the last day of each interest period as defined therein.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: Consolidated Balance Sheets.
−Removed: As of December 31, 2020, the carrying value of the Term Loan Credit Facility was $ 540,643 , with $ 5,618 classified as current, within the Consolidated Balance Sheets.
During the three months ending September 30, 2021, the Company repurchased and permanently retired, through privately negotiated transactions, $ 18,724 of outstanding principal borrowings under the Term Loan Credit Facility.
1 unchanged sentence
As the participating lenders were existing shareholders (related parties) of the Company as of the repurchase date, the Company analyzed various factors regarding each of the transactions and concluded such repurchases were at a reasonable market rate and reflected the terms of an arm’s length transaction per the requirements of the Term Loan Credit Facility.
−Removed: Additionally, on December 31, 2021 and September 30, 2021, the Company made voluntary prepayments of $ 50,000 and $ 31,000 , respectively, of outstanding principal borrowings under the Term Loan Credit Facility.
−Removed: As a result of the prepayments, no further amortization payments under the Term Loan Credit Facility are required prior to maturity.
−Removed: All obligations under the Term Loan Credit Facility are guaranteed by substantially all of Alpha’s direct and indirect subsidiaries.
−Removed: Certain obligations under the Term Loan Facility are secured by a senior lien, subject to certain exceptions (including the ABL Priority Collateral described below), by substantially all of Alpha’s assets and the assets of Alpha’s subsidiary guarantors (“Term Loan Priority Collateral”), in each case subject to exceptions.
−Removed: The obligations under the Term Loan Credit Facility are also secured by a junior lien, again subject to certain exceptions, against the ABL Priority Collateral.
−Removed: The Term Loan Facility contains negative and affirmative covenants including certain financial covenants that are more flexible than the covenants on the Second Amended and Restated Credit Agreement dated December 6, 2021.
−Removed: The Company was in compliance with all covenants under this agreement as of December 31, 2021.
+Added: Additionally, during the third and fourth quarters of 2021, the Company made voluntary prepayments of $ 81,000 of outstanding principal borrowings under the Term Loan Credit Facility.
+Added: As of December 31, 2021, the carrying value of the Term Loan Credit Facility was $ 443,241 , all of which was classified as long-term within the Consolidated Balance Sheets.
+Added: As of December 31, 2022, there were no outstanding borrowings under the Term Loan Credit Facility as a result of the Company’s voluntary prepayments of $ 449,435 of outstanding principal borrowings during the first and second quarters of 2022.
+Added: Effective with the final voluntary prepayment on June 3, 2022, the Credit Agreement was terminated, and the Company was released of all underlying obligations including the Credit Agreement covenants.
Second Amended and Restated Asset-Based Revolving Credit Agreement
On December 6, 2021, the Company entered into the Second Amended and Restated Asset-Based Revolving Credit Agreement with Citibank N.A as administrative agent, collateral agent, swingline lender, and L/C issuer and the other lenders party thereto (the “Lenders”), and BMO Harris Bank N.A and Eclipse Business Capital LLC as co-collateral agents.
−Removed: The Second Amended and Restated Asset-Based Revolving Credit Agreement (“New ABL Agreement”) amended and restated the Amended and Restated Asset-Based Revolving Credit Agreement dated November 9, 2018, in its entirety, and includes a senior secured asset-based revolving credit facility (“the New ABL Facility”).
−Removed: Under the New ABL Facility, the Company may borrow cash from the Lenders (as defined therein) or cause the L/C Issuers (as defined therein) to issue letters of credit, on a revolving basis, in an aggregate amount of up to $ 155,000 , of which no more than $ 150,000 may represent outstanding letters of credit ($ 125,000 on a committed basis and another $ 25,000 on an uncommitted cash collateralized basis) with a maturity date of December 6, 2024.
−Removed: The New ABL Agreement extended the maturity date of the facility from the previous maturity of April 3, 2022.
−Removed: Under the terms of the New ABL Agreement, letters of credit fees will be calculated at 5.25 %, while any future borrowings will bear interest based on the character of the loan (defined as either secured overnight financing rate “SOFR” Loan (“SOFR Loan”) or “Base Rate Loan”) plus an applicable rate of 4.50 % for SOFR Loans and 3.50 % for Base Rate Loans.
−Removed: Pursuant to terms of the New ABL Agreement at each notice period, the Company elects the character of the loan, the interest period, and may provide notice of continuation or conversion of the borrowed principal amount with the ability to repay the borrowed principal amount in advance of the maturity date without penalty.
−Removed: As of the date of the refinance and as of December 31, 2021, no borrowings were outstanding under the New ABL Facility.
−Removed: The New ABL Agreement provides that a specified percentage of billed and unbilled receivables and raw and clean inventory meeting certain criteria are eligible to be counted for purposes of collateralizing the amount of financing available, subject to certain terms and conditions.
−Removed: Availability under the New ABL Facility is calculated on a monthly basis and fluctuates based on qualifying amounts of coal inventory and trade accounts receivable (the “Borrowing Base”) and the facility's covenant limitations related to the Fixed Charge Coverage Ratio (as defined in therein).
−Removed: In accordance with terms of the New ABL Facility, the Company may be required to collateralize the New ABL Facility to the extent outstanding borrowings and letters of credit under the New ABL Facility exceed the Borrowing Base after considering covenant limitations.
−Removed: Any letter of credit issued under the New ABL Facility will bear a commitment fee rate of 0.50 %, and a fronting fee of 0.25 % of the face amount under each letter of credit.
−Removed: As of December 31, 2021, the Company had $ 121,037 letters of credit outstanding under the New ABL Facility.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: The New ABL Facility is guaranteed by substantially all of Alpha’s direct and indirect subsidiaries (together with Alpha, the “Loan Parties”) and secured by all or substantially all assets of the Loan Parties, including equity in Alpha’s direct domestic subsidiaries, as collateral for the obligations under the New ABL Facility.
−Removed: The New ABL Facility has a first lien on ABL priority collateral and a second lien on Term Loan Priority Collateral.
−Removed: The New ABL Agreement, as amended, and related documents contain negative and affirmative covenants including certain financial covenants.
+Added: The Second Amended and Restated Asset-Based Revolving Credit Agreement (“ABL Agreement”) amended and restated the Amended and Restated Asset-Based Revolving Credit Agreement dated November 9, 2018, in its entirety, and includes a senior secured asset-based revolving credit facility (the “ABL Facility”).
+Added: Under the ABL Facility, the Company may borrow cash from the Lenders (as defined therein) or cause the L/C Issuers (as defined therein) to issue letters of credit, on a revolving basis, in an aggregate amount of up to $ 155,000 , of which no more than $ 150,000 may represent outstanding letters of credit ($ 125,000 on a committed basis and another $ 25,000 on an uncommitted cash collateralized basis) with the facility having a maturity date of December 6, 2024.
+Added: The ABL Agreement extended the maturity date of the facility from the previous maturity of April 3, 2022.
+Added: Under the terms of the ABL Agreement, letters of credit fees will be calculated at 5.25 %, while any future borrowings will bear interest based on the character of the loan (defined as either secured overnight financing rate “SOFR” Loan (“SOFR Loan”) or “Base Rate Loan”) plus an applicable rate of 4.50 % for SOFR Loans and 3.50 % for Base Rate Loans.
+Added: Pursuant to terms of the ABL Agreement at each notice period, the Company elects the character of the loan, the interest period, and may provide notice of continuation or conversion of the borrowed principal amount with the ability to repay the borrowed principal amount in advance of the maturity date without penalty.
+Added: As of December 31, 2022 and 2021, no borrowings were outstanding under the ABL Facility.
+Added: The ABL Agreement provides that a specified percentage of billed and unbilled receivables and raw and clean inventory meeting certain criteria are eligible to be counted for purposes of collateralizing the amount of financing available, subject to certain terms and conditions.
+Added: Availability under the ABL Facility is calculated on a monthly basis and fluctuates based on qualifying amounts of coal inventory and trade accounts receivable (the “Borrowing Base”) and the facility's covenant limitations related to the Fixed Charge Coverage Ratio (as defined therein).
+Added: In accordance with the terms of the ABL Facility, the Company may be required to collateralize the ABL Facility to the extent outstanding borrowings and letters of credit under the ABL Facility exceed the Borrowing Base after considering covenant limitations.
+Added: Any letter of credit issued under the ABL Facility will bear a commitment fee rate of 0.50 %, and a fronting fee of 0.25 % of the face amount under each letter of credit.
+Added: As of December 31, 2022 and 2021, the Company had $ 61,877 and $ 121,037 letters of credit outstanding under the ABL Facility, respectively.
+Added: The ABL Facility is guaranteed by substantially all of Alpha’s direct and indirect subsidiaries (together with Alpha, the “Loan Parties”) and secured by all or substantially all assets of the Loan Parties, including equity in Alpha’s direct domestic subsidiaries, as collateral for the obligations under the ABL Facility.
+Added: The ABL Facility has a first lien on ABL priority collateral and previously had a second lien on Term Loan priority collateral.
+Added: As noted above, the Term Loan Credit Facility was voluntarily prepaid in full on June 3, 2022, and in connection therewith, the Term Loan priority collateral was released in connection therewith, and the ABL Facility’s lien on the Term Loan priority collateral is no longer second.
+Added: The ABL Agreement, as amended, and related documents contain negative and affirmative covenants including certain financial covenants.
The Company is in compliance with all covenants under these agreements as of December 31, 2022.
−Removed: Amended and Restated Asset-Based Revolving Credit Agreement
−Removed: On November 9, 2018, the Company entered into the Amended and Restated Asset-Based Revolving Credit Agreement with Citibank N.A.
−Removed: as administrative agent, collateral agent, and swingline lender and the other lenders party thereto (the “Lenders”), and Citibank N.A., Barclays Bank PLC, BMO Harris Bank N.A.
−Removed: and Credit Suisse AG as letter of credit issuers (“LC Lenders”).
−Removed: The Amended and Restated Asset-Based Revolving Credit Agreement amended and restated the Asset-Based Revolving Credit Agreement dated April 3, 2017, in its entirety, and included a senior secured asset-based revolving credit facility (the “ABL Facility”).
−Removed: Under the ABL Facility, the Company could borrow cash from the Lenders (as defined therein) or cause the L/C Issuers (as defined therein) to issue letters of credit, on a revolving basis, in an aggregate amount of up to $ 225,000 , of which no more than $ 200,000 could be drawn through letters of credit.
−Removed: Any borrowings under the ABL Facility had a maturity date of April 3, 2022 and incurred interest based on the character of the loan (defined as either “Base Rate Loan” or “Eurocurrency Rate Loan”) plus an applicable rate ranging from 1.00 % to 1.50 % for Base Rate Loans and 2.00 % to 2.50 % for Eurocurrency Rate Loans, depending on the amount of credit available.
−Removed: Pursuant to terms of the Amended and Restated Asset-Based Revolving Credit Agreement at each notice period, the Company elected the character of the loan, the interest period, and could provide notice of continuation or conversion of the borrowed principal amount with the ability to repay the borrowed principal amount in advance of the maturity date without penalty.
−Removed: On March 20, 2020, the Company borrowed $ 57,500 principal amount under the ABL Facility.
−Removed: The funds were borrowed to augment the Company’s short-term operational flexibility in the face of uncertainty created by the spread of the COVID-19 virus and its potential effects.
−Removed: As of December 6, 2021, the date the Company entered into the New ABL Agreement, there were no outstanding borrowings under the ABL Facility.
−Removed: As of December 31, 2020, the carrying value of the ABL Facility was $ 3,350 , all of which was classified as long-term within the Consolidated Balance Sheets, with the outstanding borrowings comprised of Eurocurrency Rate Loans with an interest rate of 2.73 %, calculated as the Eurocurrency rate during the period plus an applicable rate of 2.50 %.
−Removed: The Amended and Restated Asset-Based Revolving Credit Agreement provided that a specified percentage of billed, unbilled and approved foreign receivables and raw and clean inventory meeting certain criteria were eligible to be counted for purposes of collateralizing the amount of financing available, subject to certain terms and conditions.
−Removed: Availability under the ABL Facility was calculated on a monthly basis and fluctuated based on qualifying amounts of coal inventory and trade accounts receivable (the “Borrowing Base”) and the facility's covenant limitations related to the Fixed Charge Coverage Ratio (as defined in therein).
−Removed: In accordance with terms of the ABL Facility, the Company was required to collateralize the ABL Facility to the extent outstanding borrowings and letters of credit under the ABL Facility exceeded the Borrowing Base after considering covenant limitations.
−Removed: Due to fluctuations of the Borrowing Base, the Company was required to post $ 25,000 of collateral in January 2021 to remain in compliance with the terms of the ABL Facility as of December 31, 2020.
−Removed: During the first quarter of 2021, a portion of the posted cash collateral was used to repay the remaining $ 3,350 in borrowings under the ABL Facility, and the remaining posted cash collateral was returned to unrestricted cash.
−Removed: Any letters of credit issued under the ABL Facility incurred a commitment fee rate ranging from 0.25 % to 0.375 % depending on the amount of availability per terms of the agreement, and a fronting fee of 0.25 % of the face amount under each letter of credit, payable to the ABL Facility’s administrative agent.
−Removed: As of December 31, 2020, the Company had $ 123,108 letters of credit outstanding under the ABL Facility.
−Removed: LCC Note Payable
−Removed: As a result of the Merger, the Company assumed a note payable to Lexington Coal Company (“LCC”) in the aggregate amount of $ 62,500 (the “LCC Note Payable”) and with a maturity date of July 26, 2022.
−Removed: The LCC Note Payable had no stated interest rate and an imputed interest rate of 12.45 %.
−Removed: Principal repayments of $ 17,500 were due each July during 2019, 2020 and 2021, with the final principal payment of $ 10,000 due on the maturity date.
−Removed: On July 26, 2021, the Company prepaid $ 7,700 of the final principal payment.
−Removed: As a result of the prepayment, $ 13,982 of surety collateral was returned.
−Removed: In October 2021, the Company elected to repay in full the remaining $ 2,300 of the final principal payment.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: There was no remaining carrying value of the LCC Note Payable as of December 31, 2021.
−Removed: As of December 31, 2020, the carrying value of the LCC Note Payable was $ 24,423 , with $ 17,500 reported within the current portion of long-term debt.
−Removed: LCC Water Treatment Stipulation
−Removed: As a result of the Merger, the Company assumed an obligation to contribute $ 12,500 into LCC’s water treatment restricted cash accounts (the “LCC Water Treatment Stipulation”).
−Removed: Contributions equal to $ 625 were due each January, April, July and October from 2019 through 2023.
−Removed: The LCC Water Treatment Stipulation had no stated interest rate and an imputed interest rate of 13.12 %.
−Removed: In October 2021, the Company elected to repay in full the remaining $ 5,000 obligation.
−Removed: There was no remaining carrying value of the LCC Water Treatment Stipulation as of December 31, 2021.
−Removed: As of December 21, 2020, the carrying value of the LCC Water Treatment Stipulation was $ 5,636 , with $ 1,875 reported within the current portion of long-term debt.
Future Maturities
Future maturities of long-term debt as of December 31, 2022 are as follows:
+Added: After 2027 1,303
Total long-term debt $ 10,975
3 unchanged sentences
Environmental Settlement Obligations 535 6,633
−Removed: UMWA Funds Settlement Liability — 2,000
Discount — ( 233 )
12 unchanged sentences
Pursuant to terms of the obligation, the annual obligation will be limited to revenues derived from legacy operations for the Merger Companies and will not include revenues related to legacy Alpha Metallurgical Resources, Inc.
−Removed: The Contingent Revenue Obligation consists of a contingent revenue payment of
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: 1.5 % of annual gross revenues of the legacy operations for the Merger Companies up to $ 500,000 and 1.0 % of annual gross revenue of the legacy operations for the Merger Companies in excess of $ 500,000 through the period ended December 31, 2022.
+Added: The Contingent Revenue Obligation consists of a contingent revenue payment of 1.5 % of annual gross revenues of the legacy operations for the Merger Companies up to $ 500,000 and 1.0 % of annual gross revenue of the legacy operations for the Merger Companies in excess of $ 500,000 through the period ended December 31, 2022.
+Added: The corresponding final payment is expected to be paid from a short-term restricted cash escrow account during the second quarter of 2023.
As of December 31, 2022 and 2021, the carrying value of the Contingent Revenue Obligation was $ 27,719 and $ 35,005 , with $ 27,719 and $ 16,005 classified as current, respectively, and classified as an acquisition-related obligation in the Consolidated Balance Sheets.
Refer to Note 17 for further disclosures related to the fair value assignment and methods used.
+Added: During the second quarter of 2022, the Company paid $ 16,166 pursuant to terms of the Contingent Revenue Obligation.
Refer to Note 21 for disclosures related to a Contingent Revenue Obligation repurchase transaction with a related party during the fourth quarter of 2021.
Additionally, during the second quarter of 2021, the Company paid $ 11,396 pursuant to terms of the Contingent Revenue Obligation.
−Removed: During the second quarter of 2020, the Company paid $ 15,084 , including $ 374 of unclaimed unsecured claims distributions, pursuant to terms of the Contingent Revenue Obligation.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Environmental Settlement Obligations
1 unchanged sentence
These obligations include payments to a third-party environmental agency and the funding of certain reclamation related projects through 2023.
−Removed: As of December 31, 2021 and 2020, the carrying value of the Environmental Settlement Obligations was $ 6,400 and $ 9,237 , net of discounts of $ 233 and $ 1,154 , with $ 6,400 and $ 6,044 classified as current, respectively, all of which was classified as an acquisition-related obligation in the Consolidated Balance Sheets.
+Added: As of December 31, 2022 and 2021, the carrying value of the Environmental Settlement Obligations was $ 535 and $ 6,400 , net of discounts of $ 0 and $ 233 , all of which was classified as a current acquisition-related obligation in the Consolidated Balance Sheets.
(16) Asset Retirement Obligations
19 unchanged sentences
These estimates involve uncertainty and cannot be determined with precision.
−Removed: The carrying amounts for cash and cash equivalents, trade accounts receivable, net, prepaid expenses and other current assets, short-term and long-term restricted cash, short-term and long-term deposits, trade accounts payable, and accrued expenses and other current liabilities approximate fair value as of December 31, 2021 and 2020 due to the short maturity of these instruments.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: The following tables set forth by level, within the fair value hierarchy, the Company’s long-term debt at fair value as of December 31, 2021 and 2020:
−Removed: December 31, 2021
−Removed: Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
−Removed: Term Loan Credit Facility - due June 2024 $ 443,241 $ 447,561 $ — $ 447,561 $ —
−Removed: Total long-term debt $ 443,241 $ 447,561 $ — $ 447,561 $ —
+Added: The carrying amounts for cash and cash equivalents, trade accounts receivable, net, prepaid expenses and other current assets, restricted cash, deposits, trade accounts payable, accrued expenses and other current liabilities, and environmental settlement obligations approximate fair value as of December 31, 2022 and 2021 due to the short maturity of these instruments.
+Added: The following table sets forth by level, within the fair value hierarchy, the Company’s long-term debt at fair value as of December 31, 2021:
December 31, 2021
1 unchanged sentence
Term Loan Credit Facility - due June 2024 $ 443,241 $ 447,561 $ — $ 447,561 $ —
−Removed: ABL Facility - due April 2022 (2)
−Removed: 3,350 3,057 — — 3,057
−Removed: LCC Note Payable 24,423 20,328 — — 20,328
−Removed: LCC Water Treatment Obligation 5,636 4,281 — — 4,281
−Removed: Total long-term debt $ 574,052 $ 407,280 $ — $ 379,614 $ 27,666
(1) Net of debt discounts and debt issuance costs.
−Removed: (2) On December 6, 2021, the Company entered into a New ABL Agreement.
−Removed: Refer to Note 14 for additional information.
−Removed: The following tables set forth by level, within the fair value hierarchy, the Company’s acquisition-related obligations at fair value as of December 31, 2021 and 2020:
−Removed: December 31, 2021
−Removed: Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
−Removed: Environmental Settlement Obligations $ 6,400 $ 6,270 $ — $ — $ 6,270
−Removed: Total acquisition-related obligations $ 6,400 $ 6,270 $ — $ — $ 6,270
−Removed: December 31, 2020
−Removed: Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
−Removed: UMWA Funds Settlement Liability $ 1,662 $ 1,426 $ — $ — $ 1,426
−Removed: Environmental Settlement Obligations 9,237 7,760 — — 7,760
−Removed: Total acquisition-related obligations $ 10,899 $ 9,186 $ — $ — $ 9,186
−Removed: (1) Net of discounts.
The following table sets forth by level, within the fair value hierarchy, the Company’s financial and non-financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2022 and 2021.
−Removed: Financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
−Removed: The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the determination of fair value for assets and liabilities and their placement within the fair value hierarchy levels.
+Added: Financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the determination of fair value for assets and liabilities and their placement within the fair value hierarchy levels.
December 31, 2022
2 unchanged sentences
Trading securities (1)
+Added: $ 151,787 $ — $ 151,787 $ —
+Added: (1) Includes $ 46,052 classified as Short-term investments and $ 105,735 classified as Long-term restricted investments on the Company’s Consolidated Balance Sheets.
December 31, 2021
2 unchanged sentences
Trading securities (1)
−Removed: The following table is a reconciliation of the financial and non-financial assets and liabilities that were accounted for at fair value on a recurring basis and that were categorized within Level 3 of the fair value hierarchy:
+Added: $ 30,949 $ 27,075 $ 3,874 $ —
+Added: (1) Classified as Long-term restricted investments on the Company’s Consolidated Balance Sheets.
+Added: The following tables are reconciliations of the financial and non-financial assets and liabilities that were accounted for at fair value on a recurring basis and that were categorized within Level 3 of the fair value hierarchy:
December 31, 2021 Payments Loss Recognized in Earnings Transfer In (Out) of Level 3 Fair Value Hierarchy December 31, 2022
1 unchanged sentence
(1) The loss recognized in earnings resulted primarily from an increase in forecasted future revenue as of December 31, 2022.
−Removed: December 31, 2019 Payments Gain Recognized in Earnings Transfer In (Out) of Level 3 Fair Value Hierarchy December 31, 2020
+Added: December 31, 2020 Payments Loss Recognized in Earnings Transfer In (Out) of Level 3 Fair Value Hierarchy December 31, 2021
Contingent Revenue Obligation $ 28,967 $ ( 13,487 ) $ 19,525 $ — $ 35,005
−Removed: (1) The gain recognized in earnings resulted primarily from a change in the forecasted future revenue associated with this obligation and an increase in annualized volatility as of December 31, 2020.
+Added: (1) The loss recognized in earnings resulted primarily from an increase in forecasted future revenue as of December 31, 2021.
The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above:
Level 1 Fair Value Measurements
−Removed: Trading Securities - Includes money market funds and other cash equivalents.
+Added: Trading Securities - Typically includes money market funds.
The fair value is based on observable market data.
Level 2 Fair Value Measurements
−Removed: Term Loan Credit Facility - due June 2024 - The fair value is based on the average between bid and ask prices provided by a third-party.
+Added: Term Loan Credit Facility - due June 2024 - The fair value was based on the average between bid and ask prices provided by a third-party.
As the fair value is based on observable market inputs and due to limited trading volume in the Term Loan Credit Facility, the Company has classified the fair value within Level 2 of the fair value hierarchy.
−Removed: Trading Securities - Includes certificates of deposit, mutual funds, corporate debt securities and U.S.
−Removed: treasury and agency securities.
−Removed: The fair values of the Company’s trading securities are obtained from a third-party pricing service provider.
−Removed: The fair values provided by the pricing service provider are based on observable market inputs including credit spreads and broker-dealer quotes, among other inputs.
−Removed: The Company classifies the prices obtained from the pricing services within Level 2 of the fair value hierarchy because the underlying inputs are directly observable from active markets.
−Removed: However, the pricing models used entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value.
−Removed: Level 3 Fair Value Measurements
+Added: Effective June 3, 2022, the Term Loan Credit Facility was terminated.
+Added: Refer to Note 14 for additional information.
+Added: Trading Securities - Typically includes certificates of deposit, corporate fixed income and U.S.
+Added: government securities.
+Added: The fair values are obtained from a third-party pricing service provider.
+Added: The fair values provided by the pricing service provider are
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: ABL Facility - due April 2022 - Observable transactions are not available to aid in determining the fair value of this item.
−Removed: Therefore, the fair value was derived by using the expected present value approach in which estimated cash flows are discounted using a risk-free interest rate adjusted for credit risk (discount rate of approximately 9 % as of December 31, 2020).
−Removed: On December 6, 2021, the Company entered into a New ABL Agreement.
−Removed: Refer to Note 14 for additional information.
−Removed: LCC Note Payable, LCC Water Treatment Obligation, UMWA Funds Settlement Liability and Environmental Settlement Obligations - Observable transactions are not available to aid in determining the fair value of these items.
−Removed: Therefore, the fair value was derived by using the expected present value approach in which estimated cash flows are discounted using a risk-free interest rate adjusted for credit risk (discount rates of approximately 13 % and 34 % as of December 31, 2021 and 2020, respectively).
−Removed: Contingent Revenue Obligation - The fair value of the Contingent Revenue Obligation was estimated using a Black-Scholes pricing model and is marked to market at each reporting period with changes in value reflected in earnings.
+Added: based on observable market inputs including credit spreads and broker-dealer quotes, among other inputs.
+Added: The Company classifies the prices obtained from the pricing services within Level 2 of the fair value hierarchy because the underlying inputs are directly observable from active markets.
+Added: However, the pricing models used entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value.
+Added: Level 3 Fair Value Measurements
+Added: Contingent Revenue Obligation - The fair value of the Contingent Revenue Obligation was estimated using a Black-Scholes pricing model.
The inputs included in the Black-Scholes pricing model are the Company's forecasted future revenue, the stated royalty rate, the remaining periods in the obligation, annual risk-free interest rate based on the U.S.
1 unchanged sentence
The annualized volatility was calculated by observing volatilities for comparable companies with adjustments for the Company's size and leverage.
−Removed: The range of significant unobservable inputs used to value the Contingent Revenue Obligation as of December 31, 2021 and 2020 are set forth in the following table:
−Removed: December 31, 2021 December 31, 2020
+Added: As the royalty period ended on December 31, 2022, the fair value of the remaining obligation represents the actual final calculated payment to be made during the second quarter of 2023.
+Added: Refer to Note 15 for additional information.
+Added: The range of significant unobservable inputs used to value the Contingent Revenue Obligation as of December 31, 2021 are set forth in the following table:
+Added: December 31, 2021
Forecasted future revenue $ 1.5 - $ 2.0 billion
−Removed: $ 0.9 - $ 1.1 billion
Stated royalty rate 1.0 % - 1.5 %
−Removed: 1.0 % - 1.5 %
Annualized volatility 18.4 % - 39.3 % ( 29.9 %)
−Removed: 19.4 % - 52.1 % ( 28.0 %)
(18) Income Taxes
−Removed: Total income tax expense (benefit) provided on income (loss) before income taxes was allocated as follows:
−Removed: Year Ended December 31,
−Removed: Continuing operations $ 3,609 $ ( 2,164 )
−Removed: Discontinued operations ( 201 ) —
−Removed: Total $ 3,408 $ ( 2,164 )
Significant components of income tax expense (benefit) from continuing operations were as follows:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Year Ended December 31,
+Added: 2022 2021 2020
Current tax expense (benefit):
11 unchanged sentences
A reconciliation of statutory federal income tax expense (benefit) on income (loss) from continuing operations to the actual income tax expense (benefit) is as follows:
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Year Ended December 31,
+Added: 2022 2021 2020
Federal statutory income tax expense (benefit) $ 326,497 $ 61,362 $ ( 51,163 )
1 unchanged sentence
Percentage depletion allowance ( 50,277 ) ( 11,864 ) ( 2,039 )
−Removed: AMT sequestration refund — ( 2,123 )
+Added: Foreign-derived intangible income deduction ( 69,917 ) ( 1,453 ) —
+Added: Change in valuation allowances ( 119,082 ) ( 78,043 ) 59,929
State taxes, net of federal tax impact 14,625 12,440 ( 9,640 )
State apportioned tax rate change, net of federal tax impact 273 8,751 ( 1,235 )
−Removed: Change in valuation allowances ( 78,056 ) 59,929
−Removed: Capital loss expiration 10,552 —
−Removed: Stock-based compensation 405 1,739
+Added: Capital loss carryforward expiration 140 10,552 —
Other, net 3,946 1,663 1,984
2 unchanged sentences
The net deferred tax assets and liabilities included in the Consolidated Balance Sheets include the following amounts:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Year Ended December 31,
5 unchanged sentences
Equity method investments 1,555 1,846
−Removed: Loss carryforwards, net of Section 382 limitation 187,341 255,772
+Added: Net operating loss carryforwards 43,716 137,865
+Added: Capital loss carryforwards 48,940 49,476
Acquisition-related obligations 6,194 9,156
10 unchanged sentences
Total deferred tax liabilities ( 164,968 ) ( 160,800 )
−Removed: Net deferred tax liabilities $ ( 317 ) $ ( 480 )
+Added: Net deferred tax assets (liabilities) $ 504 $ ( 317 )
Changes in the valuation allowance were as follows:
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Year Ended December 31,
+Added: 2022 2021 2020
Valuation allowance beginning of period $ 172,883 $ 263,387 $ 133,020
2 unchanged sentences
Valuation allowance end of period $ 53,801 $ 172,883 $ 263,387
−Removed: On December 22, 2017, President Trump signed into law legislation commonly referred to as the “Tax Cuts and Jobs Act” (“TCJA”).
−Removed: Among other provisions, the TCJA repealed the corporate alternative minimum tax (“AMT”) and provided a mechanism for corporations to monetize their alternative minimum tax credits (“AMT Credits”) as a refundable credit during the 2018 through 2021 tax years.
−Removed: On March 27, 2020, President Trump signed into law legislation referred to as the CARES Act.
−Removed: The CARES Act modified the AMT Credits provision such that a corporate taxpayer’s remaining AMT Credits would be refunded in the 2019 tax year rather than the 2019 through 2021 tax years.
−Removed: As of December 31, 2019, the Company recorded a current federal income tax receivable of $ 33,065 and a deferred tax asset of $ 33,065 in relation to its refundable AMT Credits.
−Removed: During the first quarter of 2020 and following enactment of the CARES Act, the Company reclassified the $ 33,065 deferred tax asset to a current federal income tax receivable.
−Removed: The Company received the $ 66,130 AMT Credit refund in the fourth quarter of 2020.
−Removed: In addition, the Company received $ 2,123 related to AMT Credits claimed in prior tax years under a different Internal Revenue Code section, which were previously and erroneously subjected to the budgetary sequestration provisions.
−Removed: The Company does not expect to receive any further benefits related to AMT Credits.
−Removed: The Company acquired the core assets of Alpha Natural Resources, Inc.
−Removed: as part of the Alpha Natural Resources, Inc.
−Removed: bankruptcy reorganization in transactions intended to be treated as a tax-free reorganization for U.S.
−Removed: federal income tax purposes.
−Removed: As a result of these transactions, the Company inherited the tax basis of the core assets and the net operating loss and
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: other carryforwards of Alpha Natural Resources, Inc.
−Removed: On December 31, 2016, the net operating loss carryforwards and other carryforwards were reduced under Internal Revenue Code Section 108 due to the cancellation of indebtedness resulting from the Alpha Natural Resources, Inc.
−Removed: bankruptcy reorganization.
−Removed: Due to the change in ownership, the net operating loss and other carryforwards inherited in the Alpha Natural Resources, Inc.
−Removed: bankruptcy reorganization are subjected to significant limitations on their use in future years.
−Removed: Due to the Company’s formation through acquisition of certain core coal assets as part of the Alpha Natural Resources, Inc.
−Removed: bankruptcy reorganization, the Company does not have a long history of operating results.
−Removed: Additionally, significant ownership change limitations limit the ability of the Company to utilize its net operating loss and other carryforwards in future years.
−Removed: The Company currently is relying primarily on the reversal of taxable temporary differences, along with consideration of taxable income via carryback to prior years and tax planning strategies, to support the realization of deferred tax assets.
−Removed: The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax liabilities, to determine the amount of valuation allowance needed.
−Removed: Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation.
−Removed: The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as temporary differences giving rise to the deferred tax assets that will be realized.
−Removed: The valuation allowance recorded represents the portion of deferred tax assets for which the Company is unable to support realization through the methods described above.
−Removed: The Company has concluded that it is more likely than not that the remaining deferred tax assets, net of valuation allowances, are realizable.
At December 31, 2022, the Company has regular tax net operating loss carryforwards for federal income tax purposes of approximately $ 1,139,000 .
−Removed: This includes $ 1,008,000 that are available to offset regular federal taxable income subject to an annual Internal Revenue Code Section 382 limitation of approximately $ 1,000 and $ 270,000 that are subject to an annual Section 382 limitation of approximately $ 17,500 .
+Added: This includes approximately $ 1,007,000 that are available to offset regular federal taxable income subject to an annual Internal Revenue Code Section 382 limitation of approximately $ 1,000 and $ 132,000 that are subject to an annual Section 382 limitation of approximately $ 17,500 .
These federal net operating loss carryforwards were generated before 2018 and will expire between years 2030 and 2037.
−Removed: The Company also has $ 265,000 of federal net operating loss carryforwards with an indefinite carryforward period that can be used to offset up to 80% of taxable income.
The Company has capital loss carryforwards of approximately $ 223,000 .
The capital loss carryforwards will expire between years 2024 and 2025.
−Removed: A full valuation allowance is recorded against the capital loss carryforwards.
+Added: A valuation allowance is recorded against the capital loss carryforwards and certain state net operating loss carryforwards.
During the third quarter of the year ended December 31, 2020, the Company recorded a decrease in unrecognized tax benefits of approximately $ 20,788 as a result of the issuance of final regulatory guidance from the Internal Revenue Service (“IRS”).
4 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Unrecognized tax benefits - beginning of period $ — $ — $ 20,788
5 unchanged sentences
Following the conclusion of the audit, the Company received the $ 64,160 carryback claim tax refund and $ 5,425 of accrued interest.
+Added: On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
+Added: Among other provisions, the IRA enacted a 15% corporate alternative minimum tax and a 1% excise tax on repurchases of corporate stock for tax years beginning after December 31, 2022.
+Added: The Company is currently assessing the impact of the IRA but does not expect it to have a material impact on our results of operations.
(19) Employee Benefit Plans
1 unchanged sentence
The Company does not participate in any multi-employer plans.
−Removed: The components of net periodic benefit (credit) cost other than the service cost
+Added: The components of net periodic benefit (credit) cost other than the service cost component for black lung are included in the line item Miscellaneous income (loss), net, in the Consolidated Statements of Operations.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: component for black lung and postretirement life insurance benefits are included in the line item miscellaneous income (loss), net, in the Consolidated Statements of Operations.
Company Administered Defined Benefit Pension Plans
5 unchanged sentences
Annual funding contributions to the Pension Plans are made as recommended by consulting actuaries based upon the ERISA funding standards.
+Added: Projected contributions are based on the latest available data and include the impact of the funding relief granted by the American Rescue Plan Act ("ARPA") and the application of the interest rate stabilization guidance under ARPA.
Plan assets consist of equity securities, fixed income funds, commingled short-term funds, private equity funds, and a guaranteed insurance contract.
−Removed: Effective in 2019, two of the qualified non-contributory defined benefit pension plans were amended to offer certain eligible participants the option to elect to receive lump sum benefits, which resulted in a partial plan settlement and the accelerated recognition of a portion of the accumulated other comprehensive loss during the years ended December 31, 2021 and December 31, 2020.
+Added: Effective in 2019, two of the qualified non-contributory defined benefit pension plans were amended to offer certain eligible participants the option to elect to receive lump sum benefits, which resulted in a partial plan settlement and the accelerated recognition of a portion of the accumulated other comprehensive loss during the years ended December 31, 2022, 2021, and 2020.
Refer to the disclosures below for further information on the partial plan settlements.
5 unchanged sentences
Interest cost 15,981 13,566
−Removed: Actuarial (gain) loss (1)
+Added: Actuarial gain (1)
( 182,441 ) ( 34,922 )
12 unchanged sentences
$ ( 110,836 ) $ ( 159,930 )
−Removed: (1) For the years ended December 31, 2021 and 2020, the actuarial (gain) loss was primarily attributable to the change in the weighted-average discount rate actuarial assumption used in determining the benefit obligations.
+Added: (1) For the year ended December 31, 2022, the actuarial gain was primarily attributable to the loss on plan assets and the change in the weighted-average discount rate actuarial assumption used in determining the benefit obligations.
+Added: For the year ended December 31, 2021, the actuarial gain was primarily attributable to the change in the weighted-average discount rate actuarial assumption used in determining the benefit obligations.
(2) Amounts are classified as long-term on the Consolidated Balance Sheets as there are sufficient plan assets to make expected benefit payments to plan participants in the succeeding twelve months.
7 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Interest cost $ 15,981 $ 13,566 $ 18,730
3 unchanged sentences
Net periodic benefit credit $ ( 10,397 ) $ ( 11,537 ) $ ( 4,686 )
−Removed: Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) are as follows:
+Added: Other changes in plan assets and benefit obligations recognized in other comprehensive (loss) income are as follows:
Year Ended December 31,
+Added: 2022 2021 2020
Actuarial (gain) loss $ ( 32,912 ) $ ( 37,004 ) $ 45,663
1 unchanged sentence
Settlement ( 244 ) ( 412 ) ( 1,636 )
−Removed: Total recognized in other comprehensive income (loss) $ ( 40,633 ) $ 42,015
+Added: Total recognized in other comprehensive (loss) income $ ( 35,267 ) $ ( 40,633 ) $ 42,015
The following table presents information applicable to plans with accumulated benefit obligations in excess of plan assets:
7 unchanged sentences
Year Ended December 31,
+Added: 2022 2021 2020
Discount rate for benefit obligation 2.92 % 2.62 % 3.35 %
6 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: The expected long-term rate of return on assets of the Pension Plans is established each year by the Company’s Benefits Committee in consultation with the plans’ actuaries and outside investment advisors.
+Added: The expected long-term rate of return on assets of the Pension Plans is established each year in consultation with the plans’ actuaries and outside investment advisors.
This rate is determined by taking into consideration the Pension Plans’ target asset allocation, expected long-term rates of return on each major asset class by reference to long-term historic ranges, inflation assumptions, and the expected additional value from active management of the Pension Plans’ assets.
2 unchanged sentences
The target allocation for 2023 and the actual asset allocation as reported at December 31, 2022 are as follows:
−Removed: Target Allocation Percentages 2022 (1)
−Removed: Percentage of Plan Assets 2021
+Added: Target Allocation Percentages 2023 Percentage of Plan Assets 2022
Equity securities 58.0 % 55.0 %
2 unchanged sentences
Total 100.0 % 100.0 %
−Removed: (1) Assumes the Pension Plans have a funded status level less than 90.0 %.
The asset allocation targets have been set with the expectation that the Pension Plans’ assets will fund the expected liabilities within an appropriate level of risk.
2 unchanged sentences
The target allocation between equity securities and fixed income funds is determined by reference to the funded status percentage for each of the Pension Plans.
−Removed: The plan administrator uses a de-risking glide path whereby the fixed income funds allocation increases as the funded status improves.
+Added: The plan administrator uses a one-way de-risking glide path whereby the fixed income funds allocation increases as the funded status improves.
At a 90.0 % funded status level, the glide path calls for a 50 / 50 equity securities and fixed income funds mix.
During the year ended December 31, 2021, one of the Pension Plans funded status levels reached 90.0 % and the related plan assets were adjusted accordingly to the new allocation.
−Removed: In September 2020, the target allocation was adjusted by the Company’s Benefits Committee to transition to 60.0 % equity securities and 40.0 % fixed income funds in approximate 2.0 % increments over a 10 -month period.
−Removed: As a result of the recent funding relief granted under the American Rescue Plan Act, estimated contributions requirements to the pension plans were reduced relative to the Company’s previous estimates.
The Company contributed $ 3,430 to the pension plans during the year ended December 31, 2022.
−Removed: The Company’s minimum required contributions are estimated to be $ 4,404 to the Pension Plans in 2022.
+Added: The Company expects to contribute $ 25,011 to the Pension Plans in 2023, which includes amounts above the estimated minimum required contributions for the 2023 plan year.
The following represents expected future pension benefit payments for the next ten years:
37 unchanged sentences
Ending balance, December 31, 2022 $ 11,912
−Removed: The fair values of the Company’s Pension Plans’ assets as of December 31, 2020, by asset category are as follows:
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: The fair values of the Company’s Pension Plans’ assets as of December 31, 2021, by asset category are as follows:
Asset Category Total Quoted Market Prices in Active Market for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
39 unchanged sentences
The Market Value provided typically reflects the fair value of each underlying fund investment, including unrealized gains and losses.
−Removed: Workers’ Compensation and Pneumoconiosis (Black Lung)
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: Workers’ Compensation and Pneumoconiosis (Black Lung)
The Company is required by federal and state statutes to provide benefits to employees for awards related to workers’ compensation and black lung.
The Company’s subsidiaries utilize high-deductible third-party insurance for worker’s compensation and black lung obligations with the exception of certain subsidiaries in which the Company is a qualified self-insurer for workers’ compensation and/or black lung obligations.
−Removed: The Company’s subsidiaries that are self-insured for black lung benefits may fund benefit payments through a Section 501(c) (21) tax-exempt trust fund.
+Added: The Company’s subsidiaries that are self-insured for black lung benefits may fund certain benefit payments through a Section 501(c) (21) tax-exempt trust fund.
Pursuant to the Merger Agreement, the Company assumed a reinsurance contract with a third party.
11 unchanged sentences
Current liabilities $ 11,651 $ 13,312
−Removed: Current liabilities - discontinued operations (1)
Long-term liabilities 107,028 124,693
−Removed: Long-term liabilities - discontinued operations (1)
−Removed: 21,119 26,000
Total liabilities $ 118,679 $ 138,005
1 unchanged sentence
( 46,866 ) ( 53,664 )
−Removed: Less long-term expected insurance receivable - discontinued operations (1)
−Removed: ( 6,020 ) ( 6,970 )
Workers’ compensation obligations, net of expected insurance receivables $ 71,813 $ 84,341
−Removed: (1) The discontinued operations consisted of activity related to the Company’s former NAPP operations.
−Removed: Refer to Note 3.
(1) Included within Prepaid expenses and other current assets and Other non-current assets in the Consolidated Balance Sheets.
−Removed: Workers’ compensation expense for high-deductible insurance plans for the years ended December 31, 2021 and 2020 was $ 3,750 and $ 1,275 , respectively.
+Added: Workers’ compensation (credit) expense for high-deductible insurance plans for the years ended December 31, 2022, 2021, and 2020 was ($ 1,995 ), $ 664 , and $ 1,275 , respectively, included within Cost of coal sales in the Consolidated Statements of Operations.
ALPHA METALLURGICAL RESOURCES, INC.
12 unchanged sentences
Interest cost 2,722 2,463
−Removed: Actuarial (gain) loss (1)
+Added: Actuarial gain (1)
( 21,060 ) ( 9,759 )
Benefits paid ( 8,025 ) ( 6,040 )
−Removed: Curtailment gain — ( 163 )
−Removed: Settlement — ( 8,290 )
Accumulated benefit obligation at end of period $ 93,421 $ 117,142
7 unchanged sentences
Accrued benefit cost at end of period $ ( 90,883 ) $ ( 114,478 )
−Removed: Summary of accrued benefit cost at end of period:
−Removed: Continuing operations ( 111,854 ) ( 122,961 )
−Removed: Discontinued operations (3)
−Removed: ( 2,624 ) ( 1,825 )
−Removed: Total accrued benefit cost at end of period $ ( 114,478 ) $ ( 124,786 )
−Removed: (1) For the years ended December 31, 2021 and 2020, the actuarial (gain) loss was primarily attributable to the change in the weighted-average discount rate actuarial assumption used in determining the benefit obligations.
+Added: (1) For the years ended December 31, 2022 and 2021, the actuarial gain was primarily attributable to the change in the weighted-average discount rate actuarial assumption used in determining the benefit obligations.
(2) Assets of the plan are held in a Section 501(c)(21) tax-exempt trust fund and consist primarily of government debt securities.
All assets are classified as Level 1 and valued based on quoted market prices.
−Removed: (3) The discontinued operations consisted of activity related to the Company’s former NAPP operations.
−Removed: Refer to Note 3 .
The table below presents amounts recognized in the Consolidated Balance Sheets:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Current liabilities $ 9,664 $ 7,295
−Removed: Current liabilities - discontinued operations 60 26
Long-term liabilities 81,219 107,183
−Removed: Long-term liabilities - discontinued operations 2,564 1,799
Total liabilities $ 90,883 $ 114,478
Gross amounts related to the black lung benefit obligations recognized in accumulated other comprehensive loss consisted of the following as of December 31, 2022 and 2021:
−Removed: Net actuarial loss $ 11,940 $ 24,042
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: Net actuarial (gain) loss $ ( 10,198 ) $ 11,940
The following table details the components of the net periodic benefit cost for the black lung benefit obligations:
Year Ended December 31,
+Added: 2022 2021 2020
Service cost $ 2,642 $ 2,972 $ 2,361
10 unchanged sentences
Refer to Note 3.
−Removed: Other changes in the black lung plan assets and benefit obligations recognized in other comprehensive income (loss) are as follows:
+Added: Other changes in the black lung plan assets and benefit obligations recognized in other comprehensive (loss) income are as follows:
Year Ended December 31,
+Added: 2022 2021 2020
Actuarial (gain) loss $ ( 20,881 ) $ ( 9,649 ) $ 14,567
1 unchanged sentence
Settlement — — ( 1,563 )
−Removed: Total recognized in other comprehensive income (loss) $ ( 12,102 ) $ 11,062
+Added: Total recognized in other comprehensive (loss) income $ ( 22,138 ) $ ( 12,102 ) $ 11,062
The weighted-average assumptions related to black lung obligations used to determine the benefit obligation as of December 31, 2022 and 2021 were as follows:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Discount rate 5.42 % 2.96 %
1 unchanged sentence
Federal black lung medical benefit trend rate 5.00 % 5.00 %
−Removed: Black lung benefit expense inflation rate (1)
−Removed: (1) Effective in 2021, the annual claim administration expenses are incorporated into the annual service cost component of the net periodic benefit cost for the black lung benefit obligations.
The weighted-average assumptions related to black lung benefit obligations used to determine net periodic benefit cost were as follows:
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Year Ended December 31,
+Added: 2022 2021 2020
Discount rate for benefit obligation 2.96 % 2.75 % 3.47 %
4 unchanged sentences
Black lung benefit expense inflation rate (1)
+Added: — % — % 2.00 %
Expected return on plan assets 2.00 % 2.00 % 2.00 %
10 unchanged sentences
The Company sponsors defined contribution plans to assist its eligible employees in providing for retirement.
−Removed: Generally, under the terms of these plans, employees make voluntary contributions through payroll deductions and the Company makes
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
−Removed: matching and/or discretionary contributions, as defined by each plan.
+Added: Generally, under the terms of these plans, employees make voluntary contributions through payroll deductions and the Company makes matching and/or discretionary contributions, as defined by each plan.
The Company’s total contributions to these plans for the years ended December 31, 2022, 2021, and 2020 were $ 19,385 , $ 10,275 , and $ 3,613 respectively.
−Removed: During the second quarter of 2020, the Company’s matching contributions under the Alpha Metallurgical Resources (formerly Contura Energy) 401(k) Retirement Savings Plan (the “Plan”) were suspended due to weak market conditions at that time.
−Removed: Effective in June 2021, the Company’s matching contributions under the Plan were reinstated.
+Added: During the third quarter of 2022, the Company announced a year-end discretionary employer contribution under the Alpha Metallurgical Resources 401(k) Retirement Savings Plan (the “Plan”) equal to the 2 % of the Plan participants’ annual salaries.
+Added: Effective in June 2021, the Company’s matching contributions under the Plan were reinstated after being suspended due to weak market conditions during the second quarter of 2020.
Self-insured Medical Plan
2 unchanged sentences
During the years ended December 31, 2022, 2021, and 2020, the Company incurred total expenses of $ 68,706 , $ 62,351 , and $ 52,517 , respectively, which primarily include claims processed and an estimate for claims incurred but not paid.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
( 20) Stock-Based Compensation Awards
The MIP is currently authorized for the issuance of awards of up to 1,201,202 shares of common stock, and as of December 31, 2022, there were 64,296 shares of common stock available for grant under the MIP.
−Removed: The Long-Term Incentive Plan (the “LTIP”) is currently authorized for the issuance of awards of up to 1,500,000 shares of common stock, and as of December 31, 2021, there were 870,503 shares of common stock available for grant under the LTIP.
+Added: The LTIP is currently authorized for the issuance of awards of up to 1,500,000 shares of common stock, and as of December 31, 2022, there were 845,961 shares of common stock available for grant under the LTIP.
Pursuant to the Merger Agreement, the Company assumed the ANR Inc.
3 unchanged sentences
time-based restricted stock units, performance-based restricted stock units, stock options, and performance-based cash awards.
+Added: Upon vesting and settlement or exercise of the stock-based awards outstanding, the Company issues authorized and unissued shares of the Company’s common stock to the recipient.
Stock-based compensation expense totaled $ 9,841 , $ 7,468 , and $ 5,540 for the years ended December 31, 2022, 2021, and 2020, respectively.
3 unchanged sentences
During the year ended December 31, 2022, the Company repurchased 94,460 shares of its common stock issued pursuant to awards under the MIP and LTIP for a total purchase amount of $ 7,867 , or $ 83.28 average price paid per share.
+Added: During the year ended December 31, 2021, the Company repurchased 50,363 shares of its common stock issued pursuant to awards under the MIP and LTIP for a total purchase amount of $ 785 , or $ 15.60 average price paid per share.
During the year ended December 31, 2020, the Company repurchased 43,559 shares of its common stock issued pursuant to awards under the MIP, LTIP and ANR EIP for a total purchase amount of $ 209 , or $ 4.79 average price paid per share.
1 unchanged sentence
During the year ended December 31, 2022, the Company granted certain key employees and non-employee directors 95,111 time-based restricted stock units under the MIP and LTIP with a weighted average grant date fair value of $ 96.60 based on the Company’s closing stock price at the trading day before the date of the grant.
−Removed: The awards granted to key employees will vest ratably over a three-year period from date of grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
−Removed: The restricted stock units granted to non-employee directors on February 10, 2021 will vest on the first to occur of (i) April 30, 2021, (ii) the director’s separation from service due to the director’s death or physical or mental incapacity to perform his or her usual duties, such condition likely to remain continuously and permanently, as determined by the Company, and (iii) a change in control.
−Removed: The restricted stock units granted to non-employee directors on May 1, 2021 will vest on the first to occur of (i) April 30, 2022, (ii) the director’s service as a member of the board of directors is terminated, for any reason other than removal for cause, as of a date that is more than six months after the date of grant, and (iii) a change in control.
−Removed: Upon vesting and settlement of time-based restricted stock units, the Company issues authorized and unissued shares of the Company’s common stock to the recipient.
−Removed: Additionally, during the year ended December 31, 2021, the Company granted certain key employees 167,587 performance-based restricted stock units granted under the LTIP which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder
+Added: The awards granted to key employees on January 25, 2022 will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
+Added: The restricted stock units granted to non-employee directors on May 3, 2022 will vest on the first to occur of (i) May 2, 2023, (ii) the director’s service as a member of the Board is terminated, for any reason other than removal for cause, as of a date that is more than six months after the date of grant, and (iii) a change in control.
+Added: The award granted to the Chief Executive Officer (“CEO”) on November 18, 2022, in advance of his transition to Executive Chairman on January 1, 2023, will vest over the course of 2023 in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
+Added: All unvested restricted stock units will immediately vest upon involuntary departure from the Board.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: return goals and annually determined operational goals over a three year period.
+Added: Additionally, during the year ended December 31, 2022, the Company granted certain key employees 60,857 performance-based restricted stock units under the LTIP, which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period.
These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
−Removed: These performance-based restricted stock units have the potential to be earned from 0 % to 200 % of target depending on actual results.
+Added: These performance-based restricted stock units have the potential to be earned from 0 % to 200 % of the targeted performance level, depending on actual results.
Upon vesting and settlement of these awards, the Company will issue authorized and previously unissued shares of the Company’s common stock to the recipient.
−Removed: The 100,552 operational performance-based restricted stock units were valued based on the Company’s closing stock price at the trading day before the date of the grant and had a weighted average grant date fair value of $ 12.00 .
+Added: The 36,515 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $ 60.37 .
For the awards with operational performance conditions, the Company reassesses at each reporting date whether achievement of each of the performance conditions was probable and adjusts the accrual of stock-based compensation expense as needed.
13 unchanged sentences
(5) The expected dividend yield represented the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
−Removed: Additionally, the Company granted certain key employees performance-based cash incentive awards granted under the LTIP with a target award amount of $ 927 .
+Added: Additionally, during the year ended December 31, 2022, the Company granted certain key employees performance-based cash incentive awards under the LTIP with a target award amount of $ 1,105 .
The cash to be awarded is based on the achievement of pre-established relative total shareholder return goals over a three-year period.
These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
−Removed: These awards have the potential to be distributed from 0 % to 200 % of target depending on actual performance.
+Added: These awards have the potential to be distributed from 0 % to 200 % of the targeted performance level, depending on actual results.
Upon vesting of these awards, the Company issues cash to the recipient.
1 unchanged sentence
As of December 31, 2022, the liability for these awards totaled $ 374 .
−Removed: The performance-based cash incentive awards were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair value as a percent of target dollar value of 51.73 % based on a Monte Carlo simulation.
+Added: The performance-based cash incentive awards were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: value as a percent of target dollar value of 61.97 % based on a Monte Carlo simulation.
The Monte Carlo simulation incorporates the assumptions as presented in the following table:
8 unchanged sentences
(3) The expected volatility assumption is based on the historical volatility of the price of the Company’s stock.
+Added: (4) The annual risk-free interest rate equals the yield on the semi-annual zero coupon U.S.
+Added: Treasury rates converted to continuously compounded rates that have a term equal to the length of the remaining performance measurement period as of the valuation date.
+Added: (5) The expected dividend yield represents the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
+Added: 2021 Awards Granted
+Added: During the year ended December 31, 2021, the Company granted certain key employees and non-employee directors 223,496 time-based restricted stock units under the MIP and LTIP with a weighted average grant date fair value of $ 12.03 based on the Company’s closing stock price at the trading day before the date of the grant.
+Added: The awards granted to key employees will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
+Added: The restricted stock units granted to non-employee directors on February 10, 2021 will vest on the first to occur of (i) April 30, 2021, (ii) the director’s separation from service due to the director’s death or physical or mental incapacity to perform his or her usual duties, such condition likely to remain continuously and permanently, as determined by the Company, and (iii) a change in control.
+Added: The restricted stock units granted to non-employee directors on May 1, 2021 will vest on the first to occur of (i) April 30, 2022, (ii) the director’s service as a member of the Board is terminated, for any reason other than removal for cause, as of a date that is more than six months after the date of grant, and (iii) a change in control.
+Added: Additionally, during the year ended December 31, 2021, the Company granted certain key employees 167,587 performance-based restricted stock units under the LTIP, which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period.
+Added: These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
+Added: These performance-based restricted stock units have the potential to be earned from 0 % to 200 % of the targeted performance level, depending on actual results.
+Added: Upon vesting and settlement of these awards, the Company will issue authorized and previously unissued shares of the Company’s common stock to the recipient.
+Added: The 100,552 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $ 12.00 .
+Added: For the awards with operational performance conditions, the Company reassesses at each reporting date whether achievement of each of the performance conditions was probable and adjusts the accrual of stock-based compensation expense as needed.
+Added: The 67,035 relative total shareholder return performance-based restricted stock units were valued relative to the stock price
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: performance of a comparator group and had a weighted average grant date fair value of $ 16.18 based on a Monte Carlo simulation.
+Added: The Monte Carlo simulation incorporated the assumptions as presented in the following table:
+Added: Relative performance-based restricted stock units
+Added: Start price (1)
+Added: Valuation date stock price (2)
+Added: Expected volatility (3)
+Added: Risk-free interest rate (4)
+Added: Expected dividend yield (5)
+Added: (1) The start price for the Company represented the average closing stock price over the twenty trading days ending on December 31, 2020, assuming dividends distributed during this period were reinvested in additional shares of the Company’s stock on the ex-dividend date.
+Added: (2) The valuation date stock price represented the closing price on the grant date.
+Added: (3) The expected volatility assumption was based on the historical volatility of the price of the Company’s stock.
+Added: (4) The annual risk-free interest rate equaled the yield on the semi-annual zero coupon U.S.
+Added: Treasury rates converted to continuously compounded rates that had a term equal to the length of the remaining performance measurement period as of the valuation date.
+Added: (5) The expected dividend yield represented the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
+Added: Additionally, during the year ended December 31, 2021, the Company granted certain key employees performance-based cash incentive awards under the LTIP with a target award amount of $ 927 .
+Added: The cash to be awarded is based on the achievement of pre-established relative total shareholder return goals over a three-year period.
+Added: These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
+Added: These awards have the potential to be distributed from 0 % to 200 % of the targeted performance level, depending on actual results.
+Added: Upon vesting of these awards, the Company issues cash to the recipient.
+Added: These awards are classified as a liability, and the Company reassesses at each reporting date the fair value of the award and adjusts the accruals of stock-based compensation expense as appropriate based on a Monte Carlo simulation.
+Added: As of December 31, 2022 and 2021, the liability for these awards totaled $ 812 and $ 255 , respectively.
+Added: The performance-based cash incentive awards were valued relative to the stock price performance of a comparator group and had a weighted average grant date fair value as a percent of target dollar value of 51.73 % based on a Monte Carlo simulation.
+Added: The Monte Carlo simulation incorporates the assumptions as presented in the following table:
+Added: Performance-based cash incentive awards
+Added: Start price (1)
+Added: Valuation date stock price (2)
+Added: Expected volatility (3)
+Added: Risk-free interest rate (4)
+Added: Expected dividend yield (5)
+Added: (1) The start price for the Company represents the average closing stock price over the twenty trading days ending on December 31, 2020, assuming dividends distributed during this period were reinvested in additional shares of the Company’s stock on the ex-dividend date.
+Added: (2) The valuation date stock price represents the closing price at each reporting date.
+Added: (3) The expected volatility assumption is based on the historical volatility of the price of the Company’s stock.
(4) The annual risk-free interest rate equals the yield on the semi-annual zero coupon U.S.
1 unchanged sentence
(5) The expected dividend yield represents the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
2020 Awards Granted
During the year ended December 31, 2020, the Company granted certain key employees and non-employee directors 402,620 time-based restricted stock units under the MIP and LTIP with a weighted average grant date fair value of $ 6.17 based on the Company’s closing stock price at the trading day before the date of the grant.
−Removed: The awards granted to key employees will vest ratably over a three-year period from date of grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
−Removed: The awards granted to non-employee directors will vest on the first to occur of (i) April 30, 2021, (ii) the director’s separation from service due to the director’s death or physical or mental incapacity to perform his or her usual duties, such condition likely to remain continuously and permanently, as determined by the Company, (iii) a change in control, and (iv) the director's service as a member of the board of directors is terminated as of a date that is after October 31, 2021 but prior to May 1, 2022 for any reason other than removal for cause.
−Removed: Upon vesting and settlement of time-based restricted stock units, the Company issues authorized and unissued shares of the Company’s common stock to the recipient.
−Removed: Additionally, during the year ended December 31, 2020, the Company granted the Chief Executive Officer (“CEO”) 302,795 performance-based restricted stock units granted under the LTIP which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period.
+Added: The awards granted to key employees will vest ratably over a three-year period from the date of the grant in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date.
+Added: The awards granted to non-employee directors will vest on the first to occur of (i) April 30, 2021, (ii) the director’s separation from service due to the director’s death or physical or mental incapacity to perform his or her usual duties, such condition likely to remain continuously and permanently, as determined by the Company, (iii) a change in control, and (iv) the director's service as a member of the Board is terminated as of a date that is after October 31, 2021 but prior to May 1, 2022 for any reason other than removal for cause.
+Added: Additionally, during the year ended December 31, 2020, the Company granted the CEO 302,795 performance-based restricted stock units under the LTIP which represent the number of shares of common stock that may be issued based on the achievement of targeted performance levels related to pre-established relative total shareholder return goals and annually determined operational goals over a three year period.
This award was scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
−Removed: These performance-based restricted stock units had the potential to be earned from 0 % to 200 % of target depending on actual results.
+Added: These performance-based restricted stock units had the potential to be earned from 0 % to 200 % of the targeted performance level, depending on actual results.
Upon vesting of this award, the Company would issue authorized and previously unissued shares of the Company’s common stock to the recipient.
−Removed: The 151,398 operational performance-based restricted stock units were valued based on the Company’s closing stock price at the trading day before the date of the grant and had a weighted average grant date fair value of $ 6.36 .
+Added: The 151,398 operational performance-based restricted stock units were valued based on the Company’s closing stock price on the trading day before the date of the grant and had a weighted average grant date fair value of $ 6.36 .
For the awards with operational performance conditions, the Company reassessed at each reporting date whether achievement of each of the performance conditions was probable and adjusted the accrual of stock-based compensation expense as needed.
13 unchanged sentences
(5) The expected dividend yield represented the investments return to a share of the Company’s stock that is not available to the holder of the performance-based restricted stock unit.
+Added: During the first quarter of 2021, the 302,795 performance-based restricted stock units granted under the LTIP were voluntarily forfeited by the CEO in conjunction with an amendment to his employment agreement and the shares were canceled and allocated back to the LTIP for future issuance.
+Added: The amendment also included an amendment to the participant’s time-based restricted stock granted under the MIP, such that the ratable vesting initially scheduled to occur on the second and third anniversaries of the award shall instead both occur on the second anniversary of the award.
+Added: Additionally, during the year ended December 31, 2020, the Company granted certain key employees performance-based cash incentive awards under the LTIP with a target award amount of $ 2,755 .
+Added: The cash to be awarded is based on the achievement of pre-established relative total shareholder return goals over a three-year period.
+Added: These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: During the first quarter of 2021, the 302,795 performance-based restricted stock units granted under the LTIP were voluntarily forfeited by the CEO in conjunction with an amendment to his employment agreement and the shares were cancelled and allocated back to the LTIP for future issuance.
−Removed: The amendment also included an amendment to the participant’s time-based restricted stock granted under the MIP, such that the ratable vesting initially scheduled to occur on the second and third anniversaries of the award shall instead both occur on the second anniversary of the award.
−Removed: Additionally, the Company granted certain key employees performance-based cash incentive awards granted under the LTIP with a target award amount of $ 2,755 .
−Removed: The cash to be awarded is based on the achievement of pre-established relative total shareholder return goals over a three-year period.
−Removed: These awards are scheduled to cliff vest on the third anniversary of the date of the grant, subject to the participant’s continuous service with the Company through the applicable vesting date and the satisfaction of the performance criteria.
−Removed: These awards have the potential to be distributed from 0 % to 200 % of target depending on actual performance.
+Added: through the applicable vesting date and the satisfaction of the performance criteria.
+Added: These awards have the potential to be distributed from 0 % to 200 % of the targeted performance level, depending on actual results.
Upon vesting of these awards, the Company issues cash to the recipient.
27 unchanged sentences
As of December 31, 2022, there was $ 4,672 of unrecognized compensation cost related to non-vested time-based restricted stock units which is expected to be recognized as expense over a weighted-average period of 1.03 years.
+Added: The total fair value of shares vested, including awards with deferred settlements, during the years ended December 31, 2022, 2021, and 2020, was $ 20,275 , $ 5,544 , and $ 809 , respectively.
+Added: Performance-Based Restricted Stock Units
+Added: Relative performance-based restricted stock unit activity for the year ended December 31, 2022 based on target achievement of the performance criteria is summarized in the following table:
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: Performance-Based Restricted Stock Units
−Removed: Relative performance-based restricted stock unit activity for the year ended December 31, 2021 based on target achievement of the performance criteria is summarized in the following table:
Relative performance-based restricted stock unit activity:
2 unchanged sentences
Granted 24,342 $ 97.33
−Removed: Forfeited or Cancelled ( 153,016 ) $ 9.13
−Removed: Non-vested shares outstanding at December 31, 2021 (1)
( 46,551 ) $ 65.70
−Removed: (1) During the first quarter of 2022, 46,551 shares were cancelled and allocated back to the LTIP for future issuance as the 2019 award’s performance metric was not achieved.
+Added: Non-vested shares outstanding at December 31, 2022 91,377 $ 37.80
+Added: (1) Shares were canceled and allocated back to the LTIP for future issuance as the 2019 award’s performance metric was not achieved, including 25,364 shares for employees that had previously only met the continued employment vesting criteria.
As of December 31, 2022, there was $ 2,025 of unrecognized compensation cost related to non-vested relative performance-based restricted stock units which is expected to be recognized as expense over a weighted-average period of 1.88 years.
4 unchanged sentences
Granted — $ —
−Removed: Forfeited ( 541 ) $ 50.60
−Removed: Non-vested shares outstanding at December 31, 2021 (1)
( 15,532 ) $ 50.60
−Removed: (1) During the first quarter of 2022, 15,532 shares were cancelled and allocated back to the LTIP for future issuance as the 2019 award’s performance metric was not achieved.
−Removed: As of December 31, 2021, there was $ 13 of unrecognized compensation cost related to non-vested absolute performance-based restricted stock units which is expected to be recognized as expense over a weighted-average period of 0.11 years.
+Added: Non-vested shares outstanding at December 31, 2022 — $ —
+Added: (1) Shares were canceled and allocated back to the LTIP for future issuance as the 2019 award’s performance metric was not achieved, including 8,459 shares for employees that had previously only met the continued employment vesting criteria.
+Added: As of December 31, 2022, there was no unrecognized compensation cost related to non-vested absolute performance-based restricted stock units.
Operational performance-based restricted stock unit activity for the year ended December 31, 2022 based on target achievement of the performance criteria is summarized in the following table:
3 unchanged sentences
Granted 36,515 $ 60.37
−Removed: Cancelled ( 151,398 ) $ 6.36
+Added: Forfeited or Canceled — $ —
Non-vested shares outstanding at December 31, 2022 137,067 $ 24.89
As of December 31, 2022, there was $ 1,011 of unrecognized compensation cost related to non-vested operational performance-based restricted stock units, based on the probability of achievement as of December 31, 2022, which is expected to be recognized as expense over a weighted-average period of 1.63 years.
+Added: Stock Options
+Added: 30-Day Volume-Weighted Average Price (“VWAP”) Stock Options
+Added: 30-day VWAP stock option activity for the year ended December 31, 2022 is summarized in the following table:
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: Stock Options
−Removed: 30-Day Volume-Weighted Average Price (“VWAP”) Stock Options
−Removed: 30-day VWAP stock option activity for the year ended December 31, 2021 is summarized in the following table:
Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1)
8 unchanged sentences
The aggregate intrinsic value of exercised options is calculated as the difference between the exercise price and the Company’s stock price on the exercise date.
−Removed: As of December 31, 2021, there was $ 0 of unrecognized compensation cost related to the 30-day VWAP stock options.
+Added: As of December 31, 2022, there was no unrecognized compensation cost related to the 30-day VWAP stock options.
Performance-Based Cash Incentive Awards
8 unchanged sentences
(21) Related Party Transactions
−Removed: There were no material related party transactions for the years ended December 31, 2021 and 2020.
−Removed: However, during the year ended December 31, 2021,
−Removed: • the Company, through a privately negotiated transaction with an underlying Contingent Revenue Obligation creditor, repurchased 7.75 % of the outstanding rights of the Contingent Revenue Obligation at an aggregate purchase price of $ 2,091 .
−Removed: The underlying Contingent Revenue Obligation creditor was an existing shareholder (related party) as of the repurchase date.
−Removed: Refer to Note 15 for additional disclosures on this acquisition-related obligation;
−Removed: • the Company repurchased at a discount certain outstanding principal borrowings made under the Term Loan Credit Facility from existing shareholders through privately negotiated transactions.
−Removed: Refer to Note 14 for additional disclosures on long-term debt.
+Added: On December 7, 2022, the Company’s subsidiary, Maxxim Rebuild Co., LLC (“Maxxim”) acquired certain assets of Industrial Plating & Machine, Inc.
+Added: (“IPM”), as well as its Bluefield, West Virginia manufacturing facility.
+Added: As part of the transaction, the Company entered into an employment agreement with Joseph Shannon Remines, IPM’s president, pursuant to which Mr.
+Added: Remines would be employed by Maxxim as Vice-President, and pursuant to which he would continue to be employed at the Bluefield facility.
+Added: The initial term of the agreement is three years , with automatic one-year renewals thereafter unless either party gives 90 days’ prior notice.
+Added: The agreement provides Mr.
+Added: Remines with a base salary, an opportunity for sales bonuses if gross revenues at the facility exceed certain thresholds, as well as participation in the Company’s other benefits programs, including the Annual Incentive Bonus Plan and the LTIP.
+Added: Remines also is an owner of the company that leases the real property for the Bluefield facility under a lease with an initial term of five years , with an option in favor of Maxxim to extend the term for an additional five years and for one-year extensions thereafter.
+Added: The initial base rental under the lease is $ 360,000 per year.
+Added: Additionally, Mr.
+Added: Remines continues to own IPM, which also operates a chroming business at a separate facility, which Maxxim did not acquire.
+Added: The Company will continue to do business with IPM related to the chroming business, which is not material.
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: Under his employment agreement, Mr.
+Added: Remines is subject to numerous restrictions and conditions to avoid a conflict of interest or the ability to engage in self-dealing.
+Added: Remines and his companies have also entered into a non-competition agreement with the Company in connection with the transaction.
+Added: The Board reviewed and approved the transaction in advance, and, although Mr.
+Added: Remines does not meet the definition of a "related person," the Board also approved the nature of the arrangements with Mr.
+Added: Remines described above.
+Added: During the year ended December 31, 2021, the Company, through a privately negotiated transaction with an underlying Contingent Revenue Obligation creditor, repurchased 7.75 % of the outstanding rights of the Contingent Revenue Obligation at an aggregate purchase price of $ 2,091 .
+Added: The underlying Contingent Revenue Obligation creditor was an existing shareholder (related party) as of the repurchase date.
+Added: Refer to Note 15 for additional disclosures on this acquisition-related obligation.
+Added: Additionally, during the year ended December 31, 2021, the Company repurchased at a discount certain outstanding principal borrowings made under the Term Loan Credit Facility from existing shareholders through privately negotiated transactions.
+Added: Refer to Note 14 for additional disclosures on long-term debt.
+Added: There were no material related party transactions for the year ended December 31, 2020.
(22) Commitments and Contingencies
9 unchanged sentences
As of December 31, 2022, the Company has obligations under certain coal purchase agreements that contain minimum quantities to be purchased in 2023 totaling an estimated $ 149,763 .
−Removed: The Company also has obligations under certain coal transportation agreements that contain minimum quantities to be shipped during contract periods in 2022 and 2023 with estimated cash settlements in 2022, 2023, and 2024 which are based on estimated remaining tons to be shipped, totaling $ 2,527 , $ 105,750 , and $ 87,825 , respectively.
−Removed: The Company also has obligations under certain equipment purchase agreements that contain minimum quantities to be purchased in 2022 totaling $ 18,497 .
−Removed: Additionally, the Company has diesel fuel purchase commitments totaling $ 25,490 in 2022.
+Added: The Company also has obligations under certain unconditional purchase obligations totaling $ 109,358 , $ 98,602 , and $ 4,887 in 2023, 2024, and 2025, respectively, including transportation commitments, minimum equipment purchase commitments, diesel fuel purchase commitments, and electricity purchase commitments.
Contingencies
1 unchanged sentence
Further regulations, legislation or litigation in these areas may also cause the Company’s sales or profitability to decline by increasing costs or by hindering the Company’s ability to continue mining at existing operations or to permit new operations.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
During the normal course of business, contract-related matters arise between the Company and its customers.
4 unchanged sentences
However, the underlying liabilities that they secure, such as asset retirement obligations, workers’ compensation liabilities, and royalty obligations, are reflected in the Company’s Consolidated Balance Sheets.
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
The Company is required to provide financial assurance in order to perform the post-mining reclamation required by its mining permits, pay workers’ compensation claims under workers’ compensation laws in various states, pay federal black lung benefits, and perform certain other obligations.
4 unchanged sentences
and First Tennessee Bank National Association.
−Removed: On March 31, 2021, the Amended and Restated Letter of Credit Agreement dated November 9, 2018 between ANR, Inc.
−Removed: and Citibank, N.A.
−Removed: was terminated.
−Removed: As of December 31, 2021, the Company had outstanding surety bonds with a total face amount of $ 176,119 to secure various obligations and commitments, including $ 30 attributable to discontinued operations.
−Removed: To secure the Company’s reclamation-related obligations, the Company currently has $ 36,792 of collateral in the form of restricted cash, restricted investments, and deposits and $ 15,548 of letters of credit outstanding supporting these obligations as of December 31, 2021.
+Added: As of December 31, 2022, the Company had outstanding surety bonds with a total face amount of $ 165,575 to secure various obligations and commitments.
+Added: To secure the Company’s reclamation-related obligations, the Company has $ 35,040 of collateral in the form of restricted cash, restricted investments, and deposits supporting these obligations as of December 31, 2022.
The Company meets frequently with its surety providers and has discussions with certain providers regarding the extent of and the terms of their participation in the program.
3 unchanged sentences
These failures could result from a variety of factors including lack of availability, higher cost or unfavorable market terms of new surety bonds, and the exercise by third-party surety bond issuers of their right to refuse to renew the surety.
−Removed: Amounts included in restricted cash represent cash deposits primarily invested in interest-bearing accounts that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure the following obligations which have been written on the Company’s behalf:
−Removed: December 31, 2021 December 31, 2020
+Added: Amounts included in restricted cash provide collateral to secure the following obligations:
Workers’ compensation and black lung obligations $ 15,334 $ 70,637
4 unchanged sentences
Less current portion ( 24,547 ) ( 11,977 )
−Removed: ( 11,977 ) ( 9,311 )
Restricted cash, net of current portion $ 28,941 $ 89,426
−Removed: (1) Included within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets.
−Removed: Restricted investments consist of FDIC insured certificates of deposit, mutual funds, and U.S.
−Removed: treasury bills that are restricted as to withdrawal as required by certain agreements entered into by the Company and provide collateral to secure the following obligations which have been written on the Company’s behalf:
−Removed: December 31, 2021 December 31, 2020
−Removed: Workers’ compensation obligations $ 210 $ 51
−Removed: Reclamation-related obligations 26,225 22,233
−Removed: Financial payments and other performance obligations 2,008 1,484
−Removed: Total restricted investments (1), (2)
−Removed: $ 28,443 $ 23,768
−Removed: (1) Included within Other non-current assets on the Company’s Consolidated Balance Sheets.
−Removed: (2) As of December 31, 2021 and 2020, respectively, $ 28,443 and $ 22,498 are classified as trading securities and $ 0 and $ 1,270 are classified as held-to-maturity securities.
+Added: Amounts included in restricted investments provide collateral to secure the following obligations:
ALPHA METALLURGICAL RESOURCES, INC.
2 unchanged sentences
(Amounts in thousands except share and per share data)
−Removed: Deposits represent cash deposits held at third parties as required by certain agreements entered into by the Company to provide cash collateral to secure the following obligations which have been written on the Company’s behalf:
−Removed: December 31, 2021 December 31, 2020
+Added: Workers’ compensation and black lung obligations $ 72,136 $ 2,716
Reclamation-related obligations 31,718 26,225
Financial payments and other performance obligations 1,881 2,008
+Added: Total restricted investments (1)
+Added: $ 105,735 $ 30,949
+Added: (1) Classified as trading securities as of December 31, 2022 and 2021.
+Added: Amounts included in deposits provide collateral to secure the following obligations:
+Added: Reclamation-related obligations $ 102 $ 118
+Added: Financial payments and other performance obligations 391 403
Other operating agreements (1)
1 unchanged sentence
$ 86,111 $ 1,796
−Removed: (1) Included within Prepaid expenses and other current assets and other non-current assets on the Company’s Consolidated Balance Sheets.
+Added: (1) Includes $ 84,748 related to the Company’s dividend payable.
+Added: Refer to Note 9 for additional information.
+Added: (2) Included within Short-term deposits and Other non-current assets on the Company’s Consolidated Balance Sheets.
DCMWC Reauthorization Process
13 unchanged sentences
If the Company’s appeal is unsuccessful, the Company may be required to provide additional letters of credit to receive the self-insurance reauthorization from the DCMWC or alternatively insure these black lung obligations through a third-party provider that would likely also require the Company to provide additional collateral.
−Removed: Either of these outcomes could potentially reduce the Company’s liquidity.
+Added: In January 2023, the DOL proposed for public comment new regulations which, if adopted, would substantially increase the collateral required to secure self-insured federal black lung obligations.
+Added: Under the proposed 120% minimum collateral requirement, the Company estimates it could be required to provide approximately $ 80,000 to $ 100,000 of collateral to secure certain of its black lung obligations.
+Added: A significant increase in these collateral obligations would have a materially adverse effect on the Company’s liquidity.
(d) Legal Proceedings
4 unchanged sentences
(ii) the claim may be based on a novel legal theory or involve a large number of parties;
−Removed: (iii) there may be uncertainty as to the likelihood of a class being certified or the ultimate size of the class;
+Added: (iii) there may be uncertainty as to the likelihood of a class being certified or
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: the ultimate size of the class;
(iv) there may be uncertainty as to the outcome of pending appeals or motions;
3 unchanged sentences
(23) Concentration of Credit Risk and Major Customers
−Removed: The Company markets produced, processed, and purchased coal to customers in the United States and in international markets, primarily India, China, and Brazil.
+Added: The Company markets produced, processed, and purchased coal to customers in the United States and in international markets.
The following table presents additional information on our total revenues and top customers:
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
Year Ended December 31,
−Removed: Total revenue $ 2,258,586 $ 1,416,187
−Removed: Top customer as % of total revenue 13 % 16 %
−Removed: Top 10 customers as % of total revenue 64 % 63 %
−Removed: Number of customers exceeding 10% of total revenue 2 2
+Added: 2022 2021 2020
+Added: Total coal revenues $ 4,092,987 $ 2,252,624 $ 1,413,124
+Added: Total revenues $ 4,101,592 $ 2,258,686 $ 1,416,187
+Added: Top customer as % of total revenues 25 % 13 % 16 %
+Added: Top 10 customers as % of total revenues 70 % 64 % 63 %
+Added: Number of customers exceeding 10% of total revenues 1 2 2
Number of customers exceeding 10% of total trade accounts receivable, net 2 3 3
−Removed: Domestic revenue as % of coal revenue 24 % 36 %
−Removed: Export revenue as % of coal revenue 76 % 64 %
−Removed: Countries with export revenue exceeding 10% of total revenue India, China, Brazil India, Brazil
+Added: Domestic revenue as % of coal revenues 19 % 24 % 36 %
+Added: Export revenue as % of coal revenues 81 % 76 % 64 %
+Added: Countries with export revenue exceeding 10% of total revenues India India, China, Brazil India, Brazil
Met coal as % of coal sales volume 87 % 83 % 80 %
4 unchanged sentences
The Company has one reportable segment:
−Removed: Met, which consists of five active mines and two preparation plants in Virginia, fourteen active mines and five preparation plants in West Virginia, as well as expenses associated with certain idled/closed mines.
−Removed: As of December 31, 2020, the Company had two reportable segments:
−Removed: CAPP - Met and CAPP - Thermal.
−Removed: As a result of the Company’s continued strategic focus on the production of metallurgical coal and the reduction of thermal mining operations, the Company re-evaluated its previous conclusions with respect to its segment reporting during the first quarter of 2021.
−Removed: To conform to the current period reportable segments presentation, the prior periods have been restated to reflect the change in reportable segments.
+Added: Met, which consists of six active mines and two preparation plants in Virginia, seventeen active mines and five preparation plants in West Virginia, as well as expenses associated with certain idled/closed mines.
In addition to the one reportable segment, the All Other category includes general corporate overhead and corporate assets and liabilities, the former CAPP - Thermal operations consisting of one active mine and one preparation plant in West Virginia, and the elimination of certain intercompany activity, as well as expenses associated with certain idled/closed mines.
+Added: Certain immaterial amounts as of and for the years ended December 31, 2022 and 2021 in the Consolidated Financials Statements and notes to the Consolidated Financials Statements have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
Reportable segment operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer of the Company.
−Removed: Segment operating results and capital expenditures from continuing operations for the year ended December 31, 2021 were as follows:
+Added: Segment operating results and capital expenditures for the year ended December 31, 2022 were as follows:
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
Year Ended December 31, 2022
5 unchanged sentences
Capital expenditures $ 160,679 $ 3,630 $ 164,309
−Removed: ALPHA METALLURGICAL RESOURCES, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: (Amounts in thousands except share and per share data)
+Added: Segment operating results and capital expenditures for the year ended December 31, 2021 were as follows:
+Added: Year Ended December 31, 2021
+Added: Met All Other Consolidated
+Added: Total revenues $ 2,176,080 $ 82,606 $ 2,258,686
+Added: Depreciation, depletion, and amortization $ 99,963 $ 10,084 $ 110,047
+Added: Amortization of acquired intangibles, net $ 13,671 $ ( 427 ) $ 13,244
+Added: Adjusted EBITDA $ 567,270 $ ( 32,789 ) $ 534,481
+Added: Capital expenditures $ 79,185 $ 4,115 $ 83,300
Segment operating results and capital expenditures from continuing operations for the year ended December 31, 2020 were as follows:
6 unchanged sentences
Capital expenditures $ 111,745 $ 7,834 $ 119,579
−Removed: The following table presents a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA for the year ended December 31, 2021:
+Added: The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the year ended December 31, 2022:
Year Ended December 31, 2022
Met All Other Consolidated
−Removed: Net income (loss) from continuing operations $ 439,859 $ ( 152,930 ) $ 286,929
+Added: Net income (loss) $ 1,647,104 $ ( 198,559 ) $ 1,448,545
Interest expense 202 21,600 21,802
4 unchanged sentences
Mark-to-market adjustment - acquisition-related obligations — 8,880 8,880
−Removed: Gain on settlement of acquisition-related obligations — ( 1,125 ) ( 1,125 )
Accretion on asset retirement obligations 13,590 10,175 23,765
−Removed: Asset impairment and restructuring — ( 561 ) ( 561 )
Amortization of acquired intangibles, net 15,699 3,799 19,498
4 unchanged sentences
(Amounts in thousands except share and per share data)
+Added: The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the year ended December 31, 2021:
+Added: Year Ended December 31, 2021
+Added: Met All Other Consolidated
+Added: Net income (loss) $ 439,859 $ ( 151,069 ) $ 288,790
+Added: Interest expense 184 69,470 69,654
+Added: Interest income ( 6 ) ( 330 ) ( 336 )
+Added: Income tax expense — 3,408 3,408
+Added: Depreciation, depletion and amortization 99,963 10,084 110,047
+Added: Non-cash stock compensation expense 28 5,287 5,315
+Added: Mark-to-market adjustment - acquisition-related obligations — 19,525 19,525
+Added: Gain on settlement of acquisition-related obligations — ( 1,125 ) ( 1,125 )
+Added: Accretion on asset retirement obligations 13,571 12,949 26,520
+Added: Asset impairment and restructuring — ( 561 ) ( 561 )
+Added: Amortization of acquired intangibles, net 13,671 ( 427 ) 13,244
+Added: Adjusted EBITDA $ 567,270 $ ( 32,789 ) $ 534,481
The following table presents a reconciliation of net loss from continuing operations to Adjusted EBITDA for the year ended December 31, 2020:
17 unchanged sentences
(25) Subsequent Events
−Removed: On March 4, 2022, the Company’s board of directors adopted a share repurchase program that permits the Company to repurchase up to an aggregate amount of $ 150,000 of the Company's common stock.
−Removed: Share repurchases may be made from time to time through open market transactions, block trades, tender offers, or otherwise.
−Removed: Repurchases under the program are subject to market and business conditions, levels of available liquidity, the Company’s cash needs, restrictions under agreements or obligations, legal or regulatory requirements or restrictions and other relevant factors.
+Added: On February 21, 2023, the Board declared a quarterly cash dividend of $ 0.44 per share which will be payable on April 3, 2023 for holders of record as of March 15, 2023.
+Added: The quarterly cash dividend was increased to $ 0.44 from the previous quarterly cash dividend of $ 0.418 per share.
+Added: ALPHA METALLURGICAL RESOURCES, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: (Amounts in thousands except share and per share data)
+Added: On February 21, 2023, the Board also approved a $ 200,000 increase to the existing common share repurchase program, bringing the total authorization to repurchase the Company’s stock to $ 1,200,000 .
+Added: Refer to Note 9 for information regarding the Company’s dividend program and share repurchase program.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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.