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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number 001-38735
ALPHA METALLURGICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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81-3015061 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification Number) |
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340 Martin Luther King Jr. Blvd. |
Bristol, Tennessee 37620
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(Address of principal executive offices, zip code) |
(423) 573-0300
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(Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
x
Yes ¨
No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files).
x
Yes ¨
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act) ☐
Yes x No
Securities registered pursuant to Section 12(b) of the
Act:
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|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
AMR |
New York Stock Exchange |
Number of shares of the registrant’s Common Stock, $0.01 par value,
outstanding as of April 30, 2022: 18,712,644
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report includes statements of our expectations, intentions,
plans and beliefs that constitute “forward-looking statements.”
These statements, which involve risks and uncertainties, relate to
analyses and other information that are based on forecasts of
future results and estimates of amounts not yet determinable and
may also relate to our future prospects, developments and business
strategies. We have used the words “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “should” and similar terms and phrases, including
references to assumptions, in this report to identify
forward-looking statements, but these terms and phrases are not the
exclusive means of identifying such statements. These
forward-looking statements are made based on expectations and
beliefs concerning future events affecting us and are subject to
uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of
which are beyond our control, that could cause our actual results
to differ materially from those expressed in or implied by these
forward-looking statements.
The following factors are among those that may cause actual results
to differ materially from our forward-looking
statements:
•the
financial performance of the company;
•our
liquidity, results of operations and financial
condition;
•our
ability to generate sufficient cash or obtain financing to fund our
business operations;
•our
indebtedness and potential future indebtedness;
•depressed
levels or declines in coal prices;
•the
effects of the COVID-19 pandemic on our operations and the world
economy;
•changes
in domestic or international environmental laws and regulations,
and court decisions, including those directly affecting our coal
mining and production, and those affecting our customers’ coal
usage, including potential climate change initiatives;
•worldwide
market demand for coal, steel, and electricity, including demand
for U.S. coal exports, and competition in coal
markets;
•our
ability to consummate financing or refinancing transactions, and
other services, and the form and degree of these services available
to us, which may be significantly limited by the lending,
investment and similar policies of financial institutions and
insurance companies regarding carbon energy producers and the
environmental impacts of coal combustion;
•our
ability to obtain or renew surety bonds on acceptable terms or
maintain our current bonding status;
•our
ability to meet collateral requirements;
•the
imposition or continuation of barriers to trade, such as
tariffs;
•increased
market volatility and uncertainty on worldwide markets and our
customers as a result of developments in Ukraine and the consequent
export controls and financial and economic sanctions;
•reductions
or increases in customer coal inventories and the timing of those
changes;
•our
production capabilities and costs;
•disruptions
in delivery or changes in pricing from third-party vendors of key
equipment and materials that are necessary for our operations, such
as diesel fuel, steel products, explosives, tires and purchased
coal;
•inflationary
pressures on supplies and labor and significant or rapid increases
in commodity prices;
•railroad,
barge, truck and other transportation availability, performance and
costs;
•inherent
risks of coal mining, including those that are beyond our
control;
•changes
in the ownership of our equity, which may significantly further
reduce the annual amount of the net operating loss and other
carryforwards available to be utilized;
•changes
in, interpretations of, or implementations of domestic or
international tax or other laws and regulations, including the Tax
Cuts and Jobs Act and its related regulations;
•our
ability to self-insure certain of our black lung obligations
without a significant increase in required collateral;
•our
relationships with, and other conditions affecting, our customers,
including the inability to collect payments from our customers if
their creditworthiness declines;
•changes
in, renewal or acquisition of, terms of and performance of
customers under coal supply arrangements and the refusal by our
customers to receive coal under agreed-upon contract
terms;
•our
ability to obtain, maintain or renew any necessary permits or
rights, and our ability to mine properties due to defects in title
on leasehold interests;
•attracting
and retaining key personnel and other employee workforce factors,
such as labor relations;
•funding
for and changes in employee benefit obligations;
•cybersecurity
attacks or failures, threats to physical security, extreme weather
conditions or other natural disasters;
•reclamation
and mine closure obligations;
•utilities
switching to alternative energy sources such as natural gas,
renewables and coal from basins where we do not
operate;
•our
assumptions concerning economically recoverable coal reserve
estimates;
•failures
in performance, or non-performance, of services by third-party
contractors, including contract mining and reclamation
contractors;
•disruption
in third-party coal supplies; and
The factors identified above are not exhaustive. We caution readers
not to place undue reliance on any forward-looking statements,
which are based on information currently available to us and speak
only as of the dates on which they are made. When considering these
forward-looking statements, you should keep in mind the cautionary
statements in this report. We do not undertake any responsibility
to publicly revise these forward-looking statements to take into
account events or circumstances that occur after the date of this
report. Additionally, except as expressly required by federal
securities laws, we do not undertake any responsibility to update
you on the occurrence of any unanticipated events, which may cause
actual results to differ from those expressed or implied by the
forward-looking statements contained in this report.
Part I - Financial Information
Item 1.
Financial Statements
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Coal revenues |
$ |
1,069,738 |
|
|
$ |
385,452 |
|
|
|
|
|
Other revenues |
2,226 |
|
|
801 |
|
|
|
|
|
Total revenues |
1,071,964 |
|
|
386,253 |
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
Cost of coal sales (exclusive of items shown separately
below) |
555,317 |
|
|
347,428 |
|
|
|
|
|
Depreciation, depletion and amortization |
28,035 |
|
|
28,438 |
|
|
|
|
|
Accretion on asset retirement obligations |
5,954 |
|
|
6,648 |
|
|
|
|
|
Amortization of acquired intangibles, net |
5,748 |
|
|
3,869 |
|
|
|
|
|
Asset impairment and restructuring |
— |
|
|
(561) |
|
|
|
|
|
Selling, general and administrative expenses (exclusive of
depreciation, depletion and amortization shown separately
above) |
15,086 |
|
|
14,982 |
|
|
|
|
|
Total other operating loss (income): |
|
|
|
|
|
|
|
Mark-to-market adjustment for acquisition-related
obligations |
9,361 |
|
|
3,176 |
|
|
|
|
|
Other income |
(628) |
|
|
(1,225) |
|
|
|
|
|
Total costs and expenses |
618,873 |
|
|
402,755 |
|
|
|
|
|
Income (loss) from operations |
453,091 |
|
|
(16,502) |
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
|
Interest expense |
(13,083) |
|
|
(17,990) |
|
|
|
|
|
Interest income |
184 |
|
|
164 |
|
|
|
|
|
Equity loss in affiliates |
(1,361) |
|
|
(134) |
|
|
|
|
|
Miscellaneous income, net |
1,797 |
|
|
1,766 |
|
|
|
|
|
Total other expense, net |
(12,463) |
|
|
(16,194) |
|
|
|
|
|
Income (loss) from continuing operations before income
taxes |
440,628 |
|
|
(32,696) |
|
|
|
|
|
Income tax (expense) benefit |
(39,624) |
|
|
5 |
|
|
|
|
|
Net income (loss) from continuing operations |
401,004 |
|
|
(32,691) |
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
Loss from discontinued operations before income taxes |
(146) |
|
|
(237) |
|
|
|
|
|
Income tax benefit from discontinued operations |
33 |
|
|
— |
|
|
|
|
|
Loss from discontinued operations |
(113) |
|
|
(237) |
|
|
|
|
|
Net income (loss) |
$ |
400,891 |
|
|
$ |
(32,928) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
21.59 |
|
|
$ |
(1.78) |
|
|
|
|
|
Loss from discontinued operations |
(0.01) |
|
|
(0.01) |
|
|
|
|
|
Net income (loss) |
$ |
21.58 |
|
|
$ |
(1.79) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
20.52 |
|
|
$ |
(1.78) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
— |
|
|
(0.01) |
|
|
|
|
|
Net income (loss) |
$ |
20.52 |
|
|
$ |
(1.79) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares – basic
|
18,574,026 |
|
|
18,361,444 |
|
|
|
|
|
Weighted average shares – diluted
|
19,540,642 |
|
|
18,361,444 |
|
|
|
|
|
Refer to accompanying Notes to Condensed Consolidated Financial
Statements.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net income (loss) |
$ |
400,891 |
|
|
$ |
(32,928) |
|
|
|
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
Employee benefit plans:
|
|
|
|
|
|
|
|
Amortization of and adjustments to employee benefit
costs |
$ |
775 |
|
|
$ |
1,484 |
|
|
|
|
|
Income tax expense |
— |
|
|
— |
|
|
|
|
|
Total other comprehensive income, net of tax |
$ |
775 |
|
|
$ |
1,484 |
|
|
|
|
|
Total comprehensive income (loss) |
$ |
401,666 |
|
|
$ |
(31,444) |
|
|
|
|
|
Refer to accompanying Notes to Condensed Consolidated Financial
Statements.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in thousands, except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
159,455 |
|
|
$ |
81,211 |
|
Trade accounts receivable, net of allowance for doubtful accounts
of $519 and $393 as of March 31, 2022 and December 31,
2021, respectively
|
636,152 |
|
|
489,241 |
|
Inventories, net |
161,753 |
|
|
129,382 |
|
Prepaid expenses and other current assets |
57,144 |
|
|
47,690 |
|
Current assets - discontinued operations |
69 |
|
|
462 |
|
Total current assets |
1,014,573 |
|
|
747,986 |
|
Property, plant, and equipment, net of accumulated depreciation and
amortization of $462,920 and $443,856 as of March 31, 2022 and
December 31, 2021, respectively
|
369,449 |
|
|
362,218 |
|
Owned and leased mineral rights, net of accumulated depletion and
amortization of $59,894 and $52,444 as of March 31, 2022 and
December 31, 2021, respectively
|
436,852 |
|
|
444,302 |
|
Other acquired intangibles, net of accumulated amortization of
$39,968 and $34,221 as of March 31, 2022 and December 31,
2021, respectively
|
68,450 |
|
|
74,197 |
|
Long-term restricted cash |
118,476 |
|
|
89,426 |
|
|
|
|
|
Other non-current assets |
96,673 |
|
|
131,057 |
|
Non-current assets - discontinued operations |
8,526 |
|
|
8,526 |
|
Total assets |
$ |
2,112,999 |
|
|
$ |
1,857,712 |
|
Liabilities and Stockholders’ Equity |
|
|
|
Current liabilities: |
|
|
|
Current portion of long-term debt |
$ |
2,434 |
|
|
$ |
2,989 |
|
Trade accounts payable |
109,413 |
|
|
90,090 |
|
Acquisition-related obligations
– current
|
21,281 |
|
|
22,405 |
|
Accrued expenses and other current liabilities |
223,222 |
|
|
174,607 |
|
Current liabilities - discontinued operations |
4,576 |
|
|
5,838 |
|
Total current liabilities |
360,926 |
|
|
295,929 |
|
Long-term debt |
248,936 |
|
|
445,562 |
|
Acquisition-related obligations - long-term |
28,199 |
|
|
19,000 |
|
Workers’ compensation and black lung obligations |
204,470 |
|
|
208,193 |
|
Pension obligations |
155,895 |
|
|
159,930 |
|
Asset retirement obligations |
133,719 |
|
|
132,013 |
|
Deferred income taxes |
4,993 |
|
|
317 |
|
Other non-current liabilities |
22,624 |
|
|
26,176 |
|
Non-current liabilities - discontinued operations |
23,390 |
|
|
23,683 |
|
Total liabilities |
1,183,152 |
|
|
1,310,803 |
|
Commitments and Contingencies (Note 15)
|
|
|
|
Stockholders’ Equity |
|
|
|
Preferred stock - par value $0.01, 5.0 million shares authorized,
none issued
|
— |
|
|
— |
|
Common stock - par value $0.01, 50.0 million shares authorized,
21.0 million issued and 18.5 million outstanding at March 31,
2022 and 20.8 million issued and 18.4 million outstanding at
December 31, 2021
|
210 |
|
|
208 |
|
Additional paid-in capital |
788,281 |
|
|
784,743 |
|
Accumulated other comprehensive loss |
(57,728) |
|
|
(58,503) |
|
Treasury stock, at cost: 2.5 million shares at March 31, 2022
and 2.4 million shares at December 31, 2021
|
(130,068) |
|
|
(107,800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (accumulated deficit) |
329,152 |
|
|
(71,739) |
|
Total stockholders’ equity |
929,847 |
|
|
546,909 |
|
Total liabilities and stockholders’ equity |
$ |
2,112,999 |
|
|
$ |
1,857,712 |
|
Refer to accompanying Notes to Condensed Consolidated Financial
Statements.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2022 |
|
2021 |
Operating activities: |
|
|
|
Net income (loss) |
$ |
400,891 |
|
|
$ |
(32,928) |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
Depreciation, depletion and amortization |
28,035 |
|
|
28,438 |
|
Amortization of acquired intangibles, net |
5,748 |
|
|
3,869 |
|
Accretion of acquisition-related obligations discount |
109 |
|
|
371 |
|
Amortization of debt issuance costs and accretion of debt
discount |
3,679 |
|
|
3,316 |
|
Mark-to-market adjustment for acquisition-related
obligations |
9,361 |
|
|
3,176 |
|
Gain on disposal of assets |
(636) |
|
|
(1,258) |
|
Asset impairment and restructuring |
— |
|
|
(561) |
|
Accretion on asset retirement obligations |
5,954 |
|
|
6,648 |
|
Employee benefit plans, net |
(174) |
|
|
2,147 |
|
Deferred income taxes |
4,676 |
|
|
(6) |
|
Stock-based compensation |
1,182 |
|
|
2,183 |
|
Equity loss in affiliates |
1,361 |
|
|
134 |
|
Other, net |
135 |
|
|
826 |
|
Changes in operating assets and liabilities |
(124,196) |
|
|
(35,470) |
|
Net cash provided by (used in) operating activities |
336,125 |
|
|
(19,115) |
|
Investing activities: |
|
|
|
Capital expenditures |
(28,146) |
|
|
(20,395) |
|
Proceeds on disposal of assets |
917 |
|
|
2,652 |
|
Purchases of investment securities |
(50) |
|
|
(12,959) |
|
Maturity of investment securities |
28,438 |
|
|
1,376 |
|
Capital contributions to equity affiliates |
(3,468) |
|
|
(441) |
|
Other, net |
(1,243) |
|
|
18 |
|
Net cash used in investing activities |
(3,552) |
|
|
(29,749) |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Principal repayments of long-term debt |
(200,461) |
|
|
(5,223) |
|
Principal repayments of financing lease obligations |
(543) |
|
|
(501) |
|
|
|
|
|
Common stock repurchases and related expenses |
(21,844) |
|
|
(680) |
|
|
|
|
|
Proceeds from exercise of stock options |
891 |
|
|
— |
|
Proceeds from exercise of warrants |
2,257 |
|
|
— |
|
Net cash used in financing activities |
(219,700) |
|
|
(6,404) |
|
Net increase (decrease) in cash and cash equivalents and restricted
cash |
112,873 |
|
|
(55,268) |
|
Cash and cash equivalents and restricted cash at beginning of
period |
182,614 |
|
|
244,571 |
|
Cash and cash equivalents and restricted cash at end of
period |
$ |
295,487 |
|
|
$ |
189,303 |
|
The following table provides a reconciliation of cash and cash
equivalents and restricted cash reported within the Condensed
Consolidated Balance Sheets that sum to the total of the same such
amounts shown in the Condensed Consolidated Statements of Cash
Flows.
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
2022 |
|
2021 |
Cash and cash equivalents |
$ |
159,455 |
|
|
$ |
92,236 |
|
Short-term restricted cash (included in prepaid expenses and other
current assets) |
17,556 |
|
|
11,427 |
|
Long-term restricted cash |
118,476 |
|
|
85,640 |
|
Total cash and cash equivalents and restricted cash shown in the
Condensed Consolidated Statements of Cash Flows |
$ |
295,487 |
|
|
$ |
189,303 |
|
Refer to accompanying Notes to Condensed Consolidated Financial
Statements.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Loss |
|
Treasury Stock at Cost |
|
(Accumulated Deficit) Retained Earnings |
|
Total Stockholders’ Equity |
Balances, December 31, 2020 |
$ |
206 |
|
|
$ |
779,424 |
|
|
$ |
(111,985) |
|
|
$ |
(107,014) |
|
|
$ |
(360,529) |
|
|
$ |
200,102 |
|
Net loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(32,928) |
|
|
(32,928) |
|
Other comprehensive income, net |
— |
|
|
— |
|
|
1,484 |
|
|
— |
|
|
— |
|
|
1,484 |
|
Stock-based compensation and issuance of common stock for share
vesting |
1 |
|
|
2,182 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,183 |
|
Common stock repurchases and related expenses |
— |
|
|
— |
|
|
— |
|
|
(680) |
|
|
— |
|
|
(680) |
|
Balances, March 31, 2021 |
$ |
207 |
|
|
$ |
781,606 |
|
|
$ |
(110,501) |
|
|
$ |
(107,694) |
|
|
$ |
(393,457) |
|
|
$ |
170,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31, 2021 |
$ |
208 |
|
|
$ |
784,743 |
|
|
$ |
(58,503) |
|
|
$ |
(107,800) |
|
|
$ |
(71,739) |
|
|
$ |
546,909 |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
400,891 |
|
|
400,891 |
|
Other comprehensive income, net |
— |
|
|
— |
|
|
775 |
|
|
— |
|
|
— |
|
|
775 |
|
Stock-based compensation, issuance of common stock for share
vesting, and common stock reissuances |
1 |
|
|
(391) |
|
|
— |
|
|
1,572 |
|
|
— |
|
|
1,182 |
|
Exercise of stock options |
— |
|
|
891 |
|
|
— |
|
|
— |
|
|
— |
|
|
891 |
|
Warrants exercises |
1 |
|
|
3,038 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,039 |
|
Common stock repurchases and related expenses |
— |
|
|
— |
|
|
— |
|
|
(23,840) |
|
|
— |
|
|
(23,840) |
|
Balances, March 31, 2022 |
$ |
210 |
|
|
$ |
788,281 |
|
|
$ |
(57,728) |
|
|
$ |
(130,068) |
|
|
$ |
329,152 |
|
|
$ |
929,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
Refer to accompanying Notes to Condensed Consolidated Financial
Statements.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
(1) Business and Basis of Presentation
Business
Alpha Metallurgical Resources, Inc. (“Alpha” or the “Company”) is a
Tennessee-based mining company with operations across Virginia and
West Virginia. With customers across the globe, high-quality
reserves and significant port capacity, Alpha is a leading U.S.
supplier of metallurgical products for the steel
industry.
Basis of Presentation
Together, the condensed consolidated statements of operations,
comprehensive income (loss), balance sheets, cash flows and
stockholders’ equity for the Company are referred to as the
“Condensed Consolidated Financial Statements.” The Condensed
Consolidated Financial Statements are also referenced across
periods as “Condensed Consolidated Statements of Operations,”
“Condensed Consolidated Statements of Comprehensive Income (Loss),”
“Condensed Consolidated Balance Sheets,” “Condensed Consolidated
Statements of Cash Flows,” and “Condensed Consolidated Statements
of Stockholders’ Equity.” The Company’s former Northern Appalachia
(“NAPP”) operations results of operations and financial
position are reported as discontinued operations in the
Condensed Consolidated Financial Statements. Refer to Note 2 for
further information on discontinued operations.
The Condensed Consolidated Financial Statements include all
wholly-owned subsidiaries’ results of operations for the three
months ended March 31, 2022 and 2021. All significant intercompany
transactions have been eliminated in consolidation.
The accompanying interim Condensed Consolidated Financial
Statements are unaudited and have been prepared in accordance with
accounting principles generally accepted in the United States
(“U.S. GAAP”) and in accordance with the rules and regulations of
the United States Securities and Exchange Commission (“SEC”) for
Form 10-Q. Such rules and regulations allow the omission of certain
information and footnote disclosures normally included in the
financial statements prepared in accordance with U.S. GAAP as long
as the financial statements are not misleading. In the opinion of
management, these interim Condensed Consolidated Financial
Statements reflect all normal and recurring adjustments necessary
for a fair presentation of the results for the periods presented.
Results of operations for the three months ended March 31,
2022 are not necessarily indicative of the results to be
expected for the year ending December 31, 2022 or
any other period. These interim Condensed Consolidated Financial
Statements should be read in conjunction with the Company’s
Consolidated Financial Statements and related notes included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2021.
Reclassifications
Certain amounts in the prior year Condensed Consolidated Statements
of Cash Flows have been reclassified to conform to the current year
presentation.
COVID-19 Pandemic
In the first quarter of 2020, the COVID-19 virus was declared a
pandemic by the World Health Organization. The COVID-19 pandemic
has had negative impacts on the Company’s business, results of
operations, financial condition and cash flows. The Company
experienced an increase in employee absences due to COVID-19.
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. 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 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. Health and safety are core values of the Company and are
the foundation for how the Company manages every aspect of its
business. 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.
Recently Adopted Accounting Guidance
Financial Instruments:
In March 2022, the Financial Accounting Standards Board (the
“FASB”) issued Accounting Standards Update (“ASU”) 2022-02,
Financial Instruments - Credit Losses (Topic 326): Troubled Debt
Restructurings and
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
Vintage Disclosures
(“ASU 2022-02”). This update eliminates the troubled debt
restructuring model for creditors that have adopted Topic 326. 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. In
addition, entities will be required to prospectively disclose
current-period gross write-off information by year of origination.
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
Condensed Consolidated Financial Statements and related
disclosures.
(2) Discontinued Operations
Discontinued operations consist of activity related to the
Company’s former NAPP operations.
Major Financial Statement Components of Discontinued
Operations
The loss from discontinued operations before income taxes for the
three months ended March 31, 2022 and 2021 was $146 and $237,
respectively. Refer to the Condensed Consolidated Statements of
Operations and Note 5 for loss per share information related to
discontinued operations.
The major components of assets and liabilities that are classified
as discontinued operations in the Condensed
Consolidated Balance Sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Assets: |
|
|
|
Prepaid expenses and other current assets |
$ |
69 |
|
|
$ |
462 |
|
Other non-current assets
(1)
|
$ |
8,526 |
|
|
$ |
8,526 |
|
|
|
|
|
Liabilities: |
|
|
|
Trade accounts payable, accrued expenses and other current
liabilities |
$ |
4,576 |
|
|
$ |
5,838 |
|
Workers’ compensation and black lung obligations,
non-current |
$ |
23,390 |
|
|
$ |
23,683 |
|
(1)
Comprised of workers’ compensation insurance receivable and
long-term restricted investments collateralizing workers’
compensation obligations.
(3) Revenue
Disaggregation of Revenue from Contracts with
Customers
The Company earns revenues primarily through the sale of coal
produced at Company operations and coal purchased from third
parties. The Company extracts, processes and markets met and
thermal coal from deep and surface mines for sale to steel and coke
producers, industrial customers, and electric
utilities.
The Company has disaggregated revenue between met coal and thermal
coal and export and domestic revenues which depicts the pricing and
contract differences between the two. Export revenue generally is
derived by spot or short term contracts with pricing determined at
the time of shipment or based on a market index; whereas domestic
revenue is characterized by contracts that typically have a term of
one year or longer and typically the pricing is fixed. The
following tables disaggregate the Company’s coal revenues by
product category and by market to depict how the nature, amount,
timing, and uncertainty of the Company’s coal revenues and cash
flows are affected by economic factors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
Met Coal |
|
Thermal Coal |
|
Total |
Export coal revenues |
$ |
888,006 |
|
|
$ |
6,519 |
|
|
$ |
894,525 |
|
Domestic coal revenues |
159,987 |
|
|
15,226 |
|
|
175,213 |
|
Total coal revenues |
$ |
1,047,993 |
|
|
$ |
21,745 |
|
|
$ |
1,069,738 |
|
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
|
Met Coal |
|
Thermal Coal |
|
Total |
Export coal revenues |
$ |
242,752 |
|
|
$ |
1,031 |
|
|
$ |
243,783 |
|
Domestic coal revenues |
100,242 |
|
|
41,427 |
|
|
141,669 |
|
Total coal revenues |
$ |
342,994 |
|
|
$ |
42,458 |
|
|
$ |
385,452 |
|
Performance Obligations
The following table includes estimated revenue expected to be
recognized in the future related to performance obligations that
are unsatisfied as of March 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remainder of 2022 |
|
2023 |
|
2024 |
|
2025 |
|
2026 |
|
Total |
Estimated coal revenues |
$ |
41,980 |
|
|
$ |
32,919 |
|
|
$ |
37,250 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
112,149 |
|
(4) Accumulated Other Comprehensive Loss
The following tables summarize the changes to accumulated other
comprehensive loss during the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance January 1, 2022
|
|
Other comprehensive income (loss) before
reclassifications
|
|
Amounts reclassified from accumulated other comprehensive
loss
|
|
Balance March 31, 2022
|
Employee benefit costs |
$ |
(58,503) |
|
|
$ |
— |
|
|
$ |
775 |
|
|
$ |
(57,728) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance January 1, 2021
|
|
Other comprehensive income (loss) before
reclassifications
|
|
Amounts reclassified from accumulated other comprehensive
loss
|
|
Balance March 31, 2021
|
Employee benefit costs |
$ |
(111,985) |
|
|
$ |
— |
|
|
$ |
1,484 |
|
|
$ |
(110,501) |
|
The following table summarizes the amounts reclassified from
accumulated other comprehensive loss and the Condensed Consolidated
Statements of Operations line items affected by the
reclassification during the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details about accumulated other comprehensive loss
components |
Amounts reclassified from accumulated other comprehensive
loss |
Affected line item in the Condensed Consolidated Statements of
Operations |
Three Months Ended March 31, |
|
|
2022 |
|
2021 |
|
|
|
|
Employee benefit costs: |
|
|
|
|
|
|
|
|
Amortization of net actuarial loss
(1)
|
$ |
784 |
|
|
$ |
1,484 |
|
|
|
|
|
Miscellaneous income, net |
Settlement
(1)
|
(9) |
|
|
— |
|
|
|
|
|
Miscellaneous income, net |
Total before income tax |
$ |
775 |
|
|
$ |
1,484 |
|
|
|
|
|
|
Income tax |
— |
|
|
— |
|
|
|
|
|
Income tax (expense) benefit |
Total, net of income tax |
$ |
775 |
|
|
$ |
1,484 |
|
|
|
|
|
|
(1)
These accumulated other comprehensive loss components are included
in the computation of net periodic benefit costs for certain
employee benefit plans. Refer to Note 13.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
(5) Net Income (Loss) Per Share
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.
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. The dilutive
effect of outstanding stock-based instruments is determined by
application of the treasury stock method. 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. As discussed below, dilutive
securities are not included in the computation of diluted net loss
per common share for the three months ended March 31, 2021 as the
impact would be anti-dilutive.
For the three months ended March 31, 2022 and 2021, 0 and 954,248
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. 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.
Anti-dilution also occurs in periods of a net loss, and the
dilutive impact of all share-based compensation awards are
excluded. For the three months ended March 31, 2021 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
323,236.
The following table presents the net income (loss) per common share
for the three months ended March 31, 2022 and 2021:
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
401,004 |
|
|
$ |
(32,691) |
|
|
|
|
|
Loss from discontinued operations |
(113) |
|
|
(237) |
|
|
|
|
|
Net income (loss) |
$ |
400,891 |
|
|
$ |
(32,928) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic |
18,574,026 |
|
|
18,361,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
21.59 |
|
|
$ |
(1.78) |
|
|
|
|
|
Loss from discontinued operations |
(0.01) |
|
|
(0.01) |
|
|
|
|
|
Net income (loss) |
$ |
21.58 |
|
|
$ |
(1.79) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic |
18,574,026 |
|
|
18,361,444 |
|
|
|
|
|
Diluted effect of warrants |
443,273 |
|
|
— |
|
|
|
|
|
Diluted effect of stock options |
7,119 |
|
|
— |
|
|
|
|
|
Diluted effect of other stock-based instruments |
516,224 |
|
|
— |
|
|
|
|
|
Weighted average common shares outstanding - diluted |
19,540,642 |
|
|
18,361,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per common share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
20.52 |
|
|
$ |
(1.78) |
|
|
|
|
|
Loss from discontinued operations |
— |
|
|
(0.01) |
|
|
|
|
|
Net income (loss) |
$ |
20.52 |
|
|
$ |
(1.79) |
|
|
|
|
|
(6) Inventories, net
Inventories, net consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Raw coal |
$ |
29,637 |
|
|
$ |
20,347 |
|
Saleable coal |
99,040 |
|
|
81,240 |
|
Materials, supplies and other, net
|
33,076 |
|
|
27,795 |
|
Total inventories, net |
$ |
161,753 |
|
|
$ |
129,382 |
|
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
(7) Capital Stock
Share Repurchase Program
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. Share
repurchases may be made from time to time through open market
transactions, block trades, tender offers, or otherwise, and has no
expiration date. 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. 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. As of
March 31, 2022, the Company had repurchased an aggregate of
133,501 shares under the plan for an aggregate purchase price of
approximately $16,547 (comprised of $16,543 of share repurchases
and $4 of related fees).
Refer to Note 17 for subsequent event disclosures related to the
Company’s share repurchase program.
Warrants
On July 26, 2016, the Company issued 810,811 warrants, which are
classified as equity instruments. Pursuant to the underlying
warrants agreement, the warrants are exercisable for cash or on a
cashless basis at any time until July 26, 2023, and no fractional
shares shall be issued upon warrant exercises. As of March 31,
2022 and March 31, 2021, the exercise price was $46.911 per
share and the warrant share number was equal to 1.15.
As of March 31, 2022, 744,845 warrants remained outstanding,
with a total of 856,572 shares underlying the un-exercised
warrants. For the three months ended March 31, 2022, the Company
issued 64,861 shares of common stock resulting from exercises of
its warrants and, pursuant to the terms of the underlying warrants
agreement, withheld 91 of the issued shares in satisfaction of the
warrant exercise price and in lieu of fractional shares, which were
subsequently reclassified as treasury stock. As of March 31,
2021, 801,370 warrants remained outstanding, with a total of
921,576 shares underlying the un-exercised warrants. For the three
months ended March 31, 2021, there were no warrants
exercises.
Dividend Program
Refer to Note 17 for subsequent event disclosures related to the
Company’s dividend program announcement.
(8) Long-Term Debt
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Term Loan Credit Facility - due June 2024 |
$ |
249,435 |
|
|
$ |
449,435 |
|
|
|
|
|
Other
(1)
|
5,029 |
|
|
5,311 |
|
Debt discount and issuance costs |
(3,094) |
|
|
(6,195) |
|
Total long-term debt |
$ |
251,370 |
|
|
$ |
448,551 |
|
Less current portion |
(2,434) |
|
|
(2,989) |
|
Long-term debt, net of current portion |
$ |
248,936 |
|
|
$ |
445,562 |
|
(1)
Includes financing leases.
Term Loan Credit Facility - due June 2024
As of March 31, 2022, the borrowings made under the senior
secured term loan facility under the Company’s Credit Agreement
with a maturity date of June 14, 2024 (the “Term Loan Credit
Facility”) were comprised of Eurocurrency Rate Loans (as defined
therein) with an interest rate of 10.00%, calculated as the
Eurocurrency rate during the period plus an applicable rate of
8.00%. As of March 31, 2022 and December 31, 2021, the
carrying value of the Term Loan Credit Facility was $246,341 and
$443,241, respectively, all of which was classified as long-term
within the Condensed Consolidated Balance Sheets.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
During the first quarter of 2022, the Company made a voluntary
prepayment of $200,000 of outstanding principal borrowings under
the Term Loan Credit facility. As a result of the prepayments in
the prior year and current period, no further amortization payments
under the Term Loan Credit Facility are required prior to maturity.
Additionally, refer to Note 17 for related subsequent event
disclosures.
All obligations under the Term Loan Credit Facility are guaranteed
by substantially all of Alpha’s direct and indirect subsidiaries.
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. 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. The Term Loan Facility
contains negative and affirmative covenants including certain
financial covenants that are more flexible than the covenants in
the Second Amended and Restated Credit Agreement dated December 6,
2021. The Company was in compliance with all covenants under this
agreement as of March 31, 2022.
Second Amended and Restated Asset-Based Revolving Credit
Agreement
The Second Amended and Restated Asset-Based Revolving Credit
Agreement (“ABL Agreement”) includes a senior secured asset-based
revolving credit facility (the “ABL Facility”). Under the ABL
Facility, the Company may borrow cash or obtain 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 any borrowings having a
maturity date of December 6, 2024. As of March 31, 2022 and
December 31, 2021, there were no outstanding borrowings under
the ABL Facility. As of March 31, 2022 and December 31,
2021, the Company had $121,037 letters of credit outstanding under
the ABL Facility.
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. 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 in therein). In
accordance with 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.
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. The ABL Facility has a first lien on ABL priority
collateral and a second lien on Term Loan Priority Collateral. 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 March 31, 2022.
(9) Acquisition-Related Obligations
Acquisition-related obligations consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Contingent Revenue Obligation |
$ |
44,366 |
|
|
$ |
35,005 |
|
Environmental Settlement Obligations |
5,238 |
|
|
6,633 |
|
Discount |
(124) |
|
|
(233) |
|
Total acquisition-related obligations |
$ |
49,480 |
|
|
$ |
41,405 |
|
Less current portion |
(21,281) |
|
|
(22,405) |
|
Acquisition-related obligations, net of current portion |
$ |
28,199 |
|
|
$ |
19,000 |
|
Contingent Revenue Obligation
As of March 31, 2022 and December 31, 2021, the carrying
value of the Contingent Revenue Obligation was $44,366 and $35,005,
with $16,166 and $16,005 classified as current, respectively,
classified as an acquisition-related obligation in the
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
Condensed Consolidated Balance Sheets. Refer to Note 11 for further
disclosures related to the fair value assignment and methods
used.
(10) Asset Retirement Obligations
The following table summarizes the changes in asset retirement
obligations for the three months ended March 31, 2022:
|
|
|
|
|
|
Total asset retirement obligations at December 31, 2021 |
$ |
164,172 |
|
Accretion for the period |
5,954 |
|
|
|
Revisions in estimated cash flows |
(337) |
|
Expenditures for the period |
(3,695) |
|
Total asset retirement obligations at March 31, 2022 |
166,094 |
|
Less current portion
(1)
|
(32,375) |
|
Long-term portion |
$ |
133,719 |
|
(1)
Included within Accrued expenses and other current liabilities on
the Company’s Condensed Consolidated Balance Sheets.
(11) Fair Value of Financial Instruments and Fair Value
Measurements
The estimated fair values of financial instruments are determined
based on relevant market information. These estimates involve
uncertainty and cannot be determined with precision.
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 March 31,
2022 and December 31, 2021 due to the short maturity of these
instruments.
The following tables set forth by level, within the fair value
hierarchy, the Company’s long-term debt at fair value as
of March 31, 2022 and December 31,
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
Carrying
Amount
(1)
|
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
Term Loan Credit Facility - due June 2024 |
$ |
246,341 |
|
|
$ |
249,955 |
|
|
$ |
— |
|
|
$ |
249,955 |
|
|
$ |
— |
|
Total long-term debt |
$ |
246,341 |
|
|
$ |
249,955 |
|
|
$ |
— |
|
|
$ |
249,955 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Carrying
Amount
(1)
|
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
Term Loan Credit Facility - due June 2024 |
$ |
443,241 |
|
|
$ |
447,561 |
|
|
$ |
— |
|
|
$ |
447,561 |
|
|
$ |
— |
|
Total long-term debt |
$ |
443,241 |
|
|
$ |
447,561 |
|
|
$ |
— |
|
|
$ |
447,561 |
|
|
$ |
— |
|
(1)
Net of debt discounts and debt issuance costs.
The following tables set forth by level, within the fair value
hierarchy, the Company’s acquisition-related obligations at fair
value as of March 31, 2022 and December 31,
2021:
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
Carrying
Amount
(1)
|
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
Environmental Settlement Obligations |
$ |
5,114 |
|
|
$ |
5,046 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,046 |
|
Total acquisition-related obligations |
$ |
5,114 |
|
|
$ |
5,046 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Carrying
Amount
(1)
|
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
Environmental Settlement Obligations |
$ |
6,400 |
|
|
$ |
6,270 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,270 |
|
Total acquisition-related obligations |
$ |
6,400 |
|
|
$ |
6,270 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,270 |
|
(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 March 31, 2022 and December 31, 2021.
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. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
Contingent Revenue Obligation |
$ |
44,366 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
44,366 |
|
Trading securities |
$ |
50 |
|
|
$ |
— |
|
|
$ |
50 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Total Fair Value |
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
Contingent Revenue Obligation |
$ |
35,005 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
35,005 |
|
Trading securities |
$ |
28,443 |
|
|
$ |
27,075 |
|
|
$ |
1,368 |
|
|
$ |
— |
|
The following tables present 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Payments |
|
Loss (Gain) Recognized in Earnings
(1)
|
|
Transfer In (Out) of Level 3 Fair Value Hierarchy |
|
March 31, 2022 |
Contingent Revenue Obligation |
$ |
35,005 |
|
|
$ |
— |
|
|
$ |
9,361 |
|
|
$ |
— |
|
|
$ |
44,366 |
|
(1)
The loss recognized in earnings resulted primarily from an increase
in forecasted future revenue as of March 31,
2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Payments |
|
Loss (Gain) Recognized in Earnings
(1)
|
|
Transfer In (Out) of Level 3 Fair Value Hierarchy |
|
March 31, 2021 |
Contingent Revenue Obligation |
$ |
28,967 |
|
|
$ |
— |
|
|
$ |
3,176 |
|
|
$ |
— |
|
|
$ |
32,143 |
|
(1)
The loss recognized in earnings resulted primarily from a decrease
in the annual risk-free interest rate as of March 31,
2021.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
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
Trading Securities
- Typically includes money market funds and other cash equivalents.
The fair value is based on observable market data.
Level 2 Fair Value Measurements
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. 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.
Trading Securities -
Typically includes certificates of deposit, mutual funds, corporate
debt securities and U.S. treasury and agency securities. The fair
values of the Company’s trading securities are obtained from a
third-party pricing service provider. 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. 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.
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.
Level 3 Fair Value Measurements
Environmental Settlement Obligations
- Observable transactions are not available to aid in determining
the fair value of these items. 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 12% and
13% as of March 31, 2022 and December 31, 2021,
respectively).
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. 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. Constant Maturity Treasury Curve and annualized
volatility. The annualized volatility was calculated by observing
volatilities for comparable companies with adjustments for the
Company's size and leverage. The range of significant unobservable
inputs used to value the Contingent Revenue Obligation as of
March 31, 2022 and December 31, 2021, are set forth in
the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Forecasted future revenue |
$1.5 - $3.1 billion
|
|
$1.5 - $2.0 billion
|
Stated royalty rate |
1.0% - 1.5%
|
|
1.0% - 1.5%
|
Annualized volatility |
20.7% - 39.3% (37.0%)
|
|
18.4% - 39.3% (29.9%)
|
(12) Income Taxes
For the three months ended March 31, 2022, the Company recorded
income tax expense of $39,624 on income from continuing operations
before income taxes of $440,628. The income tax expense differs
from the expected statutory amount primarily due to the decrease in
the valuation allowance and the permanent impact of percentage
depletion and foreign-derived intangible income deductions,
partially offset by the impact of state income taxes, net of
federal impact. For the three months ended March 31, 2021, the
Company recorded income tax benefit of $5 on a loss from continuing
operations before income taxes of $32,696. The income tax benefit
differs from the expected statutory amount primarily due to the
increase in the valuation allowance, partially offset by the
permanent impact of percentage depletion deductions and the impact
of state income taxes, net of federal tax impact.
As a result of generating income before income taxes during the
three months ended March 31, 2022, the Company recorded a decrease
of $23,453 to its deferred tax asset valuation allowance recorded
as of December 31, 2021. The decrease in
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
the valuation allowance results in part from a decrease in deferred
tax assets since the prior reporting date of December 31,
2021. 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. For each reporting
period, the Company updates its assessment regarding the
realizability of its deferred tax assets, including scheduling the
reversal of its deferred tax assets and liabilities, to determine
the amount of valuation allowance needed. Scheduling the reversal
of deferred tax asset and liability balances requires judgment and
estimation. 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 the temporary differences giving rise to the deferred tax assets
that will be realized. 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.
As of March 31, 2022, the Company has recorded a current
federal and state income taxes payable of $38,249, classified as
Accrued expenses and other current liabilities in the Condensed
Consolidated Balance Sheets.
(13) Employee Benefit Plans
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, net in the Condensed Consolidated Statements
of Operations.
Pension
The following table details the components of the net periodic
benefit credit for pension obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Interest cost |
$ |
3,984 |
|
|
$ |
3,422 |
|
|
|
|
|
Expected return on plan assets |
(7,185) |
|
|
(7,247) |
|
|
|
|
|
Amortization of net actuarial loss |
484 |
|
|
875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit credit |
$ |
(2,717) |
|
|
$ |
(2,950) |
|
|
|
|
|
Black Lung
The following table details the components of the net periodic
benefit cost for black lung obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Service cost |
$ |
654 |
|
|
$ |
739 |
|
|
|
|
|
Interest cost |
665 |
|
|
607 |
|
|
|
|
|
Expected return on plan assets |
(13) |
|
|
(14) |
|
|
|
|
|
Amortization of net actuarial loss |
209 |
|
|
522 |
|
|
|
|
|
Net periodic benefit cost |
$ |
1,515 |
|
|
$ |
1,854 |
|
|
|
|
|
(14) Related Party Transactions
There were no material related party transactions for the three
months ended March 31, 2022 or 2021.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
(15) Commitments and Contingencies
(a) General
Estimated losses from loss contingencies are accrued by a charge to
income when information available indicates that it is probable
that an asset has been impaired or a liability has been incurred
and the amount of the loss can be reasonably
estimated.
If a loss contingency is not probable or reasonably estimable,
disclosure of the loss contingency is made in the Condensed
Consolidated Financial Statements when it is at least reasonably
possible that a loss may be incurred and that the loss could be
material.
(b) Commitments and Contingencies
Commitments
The Company leases coal mining and other equipment under long-term
financing and operating leases with varying terms. In addition, the
Company leases mineral interests and surface rights from landowners
under various terms and royalty rates.
Coal royalty expense was $57,343 and $18,758 for the three months
ended March 31, 2022 and 2021, respectively.
Other Commitments
As of March 31, 2022, the Company has obligations under
certain coal purchase agreements that contain minimum quantities to
be purchased in the remainder of 2022 totaling an estimated
$71,226.
Contingencies
Extensive regulation of the impacts of mining on the environment
and of maintaining workplace safety has had, and is expected to
continue to have, a significant effect on the Company’s costs of
production and results of operations. 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.
During the normal course of business, contract-related matters
arise between the Company and its customers. When a loss related to
such matters is considered probable and can reasonably be
estimated, the Company records a liability.
As of March 31, 2022, per terms of the Cumberland Back-to-Back
Coal Supply Agreements, the Company is required to purchase and
sell 1,600 tons of coal in the remainder of 2022 totaling $61,853.
For the three months ended March 31, 2022 and 2021, the Company
purchased and sold 419 and 700 tons, respectively, totaling $16,185
and $27,066, respectively, under the Cumberland Back-to-Back Coal
Supply Agreements. As of March 31, 2022, the Cumberland
Back-to-Back Coal Supply Agreements are scheduled to be fully
performed by December 31, 2022.
(c) Guarantees and Financial Instruments with Off-Balance
Sheet Risk
In the normal course of business, the Company is a party to certain
guarantees and financial instruments with off-balance sheet risk,
such as bank letters of credit, performance or surety bonds, and
other guarantees and indemnities related to the obligations of
affiliated entities which are not reflected in the Company’s
Condensed Consolidated Balance Sheets. However, the underlying
liabilities that they secure, such as asset retirement obligations,
workers’ compensation liabilities, and royalty obligations, are
reflected in the Company’s Condensed Consolidated Balance
Sheets.
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. In order to provide the required
financial assurance, the Company generally uses surety bonds for
post-mining reclamation and workers’ compensation obligations. The
Company can also use bank letters of credit to collateralize
certain obligations.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
As of March 31, 2022, the Company had $121,037 letters of
credit outstanding under the Second Amended and Restated
Asset-Based Revolving Credit Agreement. Additionally, as of
March 31, 2022, the Company had $50 in letters of credit
outstanding under the Credit and Security Agreement dated June 30,
2017, and related amendments, between ANR, Inc. and First Tennessee
Bank National Association.
As of March 31, 2022, the Company had outstanding surety bonds
with a total face amount of $174,198 to secure various obligations
and commitments. To secure the Company’s reclamation-related
obligations, the Company has $36,774 of collateral in the form of
restricted cash and deposits and $15,548 of letters of credit
outstanding supporting these obligations as of March 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. These discussions may
cause the Company to shift surety bonds between providers or to
alter the terms of their participation in our program. To the
extent that surety bonds become unavailable or the Company’s surety
bond providers require additional collateral, the Company would
seek to secure its obligations with letters of credit, cash
deposits or other suitable forms of collateral. The Company’s
failure to maintain, or inability to acquire, surety bonds or to
provide a suitable alternative would have a material adverse effect
on its liquidity. 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.
Amounts included in restricted cash provide collateral to secure
the following obligations which have been written on the Company’s
behalf:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Workers’ compensation and black lung obligations |
$ |
72,252 |
|
|
$ |
70,637 |
|
Reclamation-related obligations |
36,665 |
|
|
10,449 |
|
Financial payments and other performance obligations |
9,559 |
|
|
8,340 |
|
Contingent Revenue Obligation escrow |
17,556 |
|
|
11,977 |
|
Total restricted cash |
136,032 |
|
|
101,403 |
|
Less current portion
(1)
|
(17,556) |
|
|
(11,977) |
|
Restricted cash, net of current portion |
$ |
118,476 |
|
|
$ |
89,426 |
|
(1)
Included within Prepaid expenses and other current assets on the
Company’s Condensed Consolidated Balance Sheets.
Amounts included in restricted investments provide collateral to
secure the following obligations which have been written on the
Company’s behalf:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Workers’ compensation obligations |
$ |
50 |
|
|
$ |
210 |
|
Reclamation-related obligations |
— |
|
|
26,225 |
|
Financial payments and other performance obligations |
— |
|
|
2,008 |
|
Total restricted investments
(1), (2)
|
$ |
50 |
|
|
$ |
28,443 |
|
(1)
Included within Other non-current assets on the Company’s Condensed
Consolidated Balance Sheets.
(2)
Classified as trading securities as of March 31, 2022 and
December 31, 2021.
Amounts included in deposits provide collateral to secure the
following obligations which have been written on the Company’s
behalf:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
|
|
|
Reclamation-related obligations |
$ |
109 |
|
|
$ |
118 |
|
Financial payments and other performance obligations |
411 |
|
|
403 |
|
Other operating agreements |
866 |
|
|
873 |
|
Total deposits
(1)
|
$ |
1,386 |
|
|
$ |
1,394 |
|
(1)
Included within Prepaid expenses and other current assets and Other
non-current assets on the Company’s Condensed Consolidated Balance
Sheets.
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
DCMWC Reauthorization Process
In July 2019, the U.S. Department of Labor (Division of Coal Mine
Workers’ Compensation or “DCMWC”) began implementing a new
authorization process for all self-insured coal mine operators. As
requested by the DCMWC, the Company filed an application and
supporting documentation for reauthorization to self-insure certain
of its black lung obligations in October 2019. As a result of this
application, the DCMWC notified the Company in a letter dated
February 21, 2020 that the Company was reauthorized to self-insure
certain of its black lung obligations for a period of one-year from
February 21, 2020. The DCMWC reauthorization is contingent,
however, upon the Company’s providing collateral of $65,700 to
secure certain of its black lung obligations. This proposed
collateral requirement is an increase from the approximate $2,600
in collateral that the Company currently provides to secure these
self-insured black lung obligations. The reauthorization process
provided the Company with the right to appeal the security
determination in writing within 30 days of the date of the
notification, which appeal period the DCMWC agreed to extend to May
22, 2020. The Company exercised this right of appeal in connection
with the substantial increase in the amount of required collateral.
In February 2021, the U.S. Department of Labor (“DOL”) withdrew its
Federal Register notice seeking comments on its bulletin describing
its new method of calculating collateral requirements. The
Department removed the bulletin from its website in May 2021. On
February 10, 2022, a telephone conference was held with DCMWC and
DOL decision makers wherein the Company presented facts and
arguments in support of its appeal. No ruling has been made on the
appeal, but during the call the Company indicated that it would be
willing to allocate an additional $10,000 in collateral. 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. Either
of these outcomes could potentially reduce the Company’s
liquidity.
(d) Legal Proceedings
The Company is party to legal proceedings from time to time. These
proceedings, as well as governmental examinations, could involve
various business units and a variety of claims including, but not
limited to, contract disputes, personal injury claims, property
damage claims (including those resulting from blasting, trucking
and flooding), environmental and safety issues, securities-related
matters and employment matters. While some legal matters may
specify the damages claimed by the plaintiffs, many seek an
unquantified amount of damages. Even when the amount of damages
claimed against the Company or its subsidiaries is stated, (i) the
claimed amount may be exaggerated or unsupported; (ii) the claim
may be based on a novel legal theory or involve a large number of
parties; (iii) there may be uncertainty as to the likelihood of a
class being certified or the ultimate size of the class; (iv) there
may be uncertainty as to the outcome of pending appeals or motions;
and/or (v) there may be significant factual issues to be resolved.
As a result, if such legal matters arise in the future, the Company
may be unable to estimate a range of possible loss for matters that
have not yet progressed sufficiently through discovery and
development of important factual information and legal issues. The
Company records accruals based on an estimate of the ultimate
outcome of these matters, but these estimates can be difficult to
determine and involve significant judgment.
(16) Segment Information
The Company extracts, processes and markets met and thermal coal
from deep and surface mines for sale to steel and coke producers,
industrial customers, and electric utilities. The Company conducts
mining operations only in the United States with mines in Central
Appalachia (“CAPP”). The Company has one reportable segment: 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.
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.
Reportable segment operating results are regularly reviewed by the
Chief Operating Decision Maker (“CODM”), who is the Chief Executive
Officer of the Company.
Segment operating results and capital expenditures for the three
months ended March 31, 2022 and 2021 were as
follows:
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
Met |
|
All Other |
|
Consolidated |
Total revenues |
$ |
1,055,689 |
|
|
$ |
16,275 |
|
|
$ |
1,071,964 |
|
Depreciation, depletion, and amortization |
$ |
27,060 |
|
|
$ |
975 |
|
|
$ |
28,035 |
|
Amortization of acquired intangibles, net |
$ |
4,796 |
|
|
$ |
952 |
|
|
$ |
5,748 |
|
Adjusted EBITDA |
$ |
513,301 |
|
|
$ |
(9,494) |
|
|
$ |
503,807 |
|
Capital expenditures |
$ |
27,297 |
|
|
$ |
849 |
|
|
$ |
28,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
|
Met |
|
All Other |
|
Consolidated |
Total revenues |
$ |
359,878 |
|
|
$ |
26,375 |
|
|
$ |
386,253 |
|
Depreciation, depletion, and amortization |
$ |
26,536 |
|
|
$ |
1,902 |
|
|
$ |
28,438 |
|
Amortization of acquired intangibles, net |
$ |
4,051 |
|
|
$ |
(182) |
|
|
$ |
3,869 |
|
Adjusted EBITDA |
$ |
32,582 |
|
|
$ |
(3,699) |
|
|
$ |
28,883 |
|
Capital expenditures |
$ |
20,323 |
|
|
$ |
72 |
|
|
$ |
20,395 |
|
The following tables present a reconciliation of net income (loss)
to Adjusted EBITDA for the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
Met |
|
All Other |
|
Consolidated |
Net income (loss) from continuing operations |
$ |
478,167 |
|
|
$ |
(77,163) |
|
|
$ |
401,004 |
|
Interest expense |
49 |
|
|
13,034 |
|
|
13,083 |
|
Interest income |
(172) |
|
|
(12) |
|
|
(184) |
|
Income tax expense |
— |
|
|
39,624 |
|
|
39,624 |
|
Depreciation, depletion and amortization |
27,060 |
|
|
975 |
|
|
28,035 |
|
Non-cash stock compensation expense |
3 |
|
|
1,179 |
|
|
1,182 |
|
Mark-to-market adjustment - acquisition-related
obligations |
— |
|
|
9,361 |
|
|
9,361 |
|
Accretion on asset retirement obligations |
3,398 |
|
|
2,556 |
|
|
5,954 |
|
Amortization of acquired intangibles, net |
4,796 |
|
|
952 |
|
|
5,748 |
|
Adjusted EBITDA |
$ |
513,301 |
|
|
$ |
(9,494) |
|
|
$ |
503,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
|
Met |
|
All Other |
|
Consolidated |
Net loss from continuing operations |
$ |
(1,438) |
|
|
$ |
(31,253) |
|
|
$ |
(32,691) |
|
Interest expense |
43 |
|
|
17,947 |
|
|
17,990 |
|
Interest income |
(5) |
|
|
(159) |
|
|
(164) |
|
Income tax benefit |
— |
|
|
(5) |
|
|
(5) |
|
Depreciation, depletion and amortization |
26,536 |
|
|
1,902 |
|
|
28,438 |
|
Non-cash stock compensation expense |
10 |
|
|
2,173 |
|
|
2,183 |
|
Mark-to-market adjustment - acquisition-related
obligations |
— |
|
|
3,176 |
|
|
3,176 |
|
Accretion on asset retirement obligations |
3,385 |
|
|
3,263 |
|
|
6,648 |
|
Asset impairment and restructuring
|
— |
|
|
(561) |
|
|
(561) |
|
Amortization of acquired intangibles, net |
4,051 |
|
|
(182) |
|
|
3,869 |
|
Adjusted EBITDA |
$ |
32,582 |
|
|
$ |
(3,699) |
|
|
$ |
28,883 |
|
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share
data)
No asset information has been disclosed as the CODM does not
regularly review asset information by reportable
segment.
The Company markets produced, processed and purchased coal to
customers in the United States and in international markets.
Revenue is tracked within the Company’s accounting records based on
the product destination. The following table presents additional
information on our revenues and top customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Total coal revenues |
$ |
1,069,738 |
|
|
$ |
385,452 |
|
|
|
|
|
Export coal revenues |
$ |
894,525 |
|
|
$ |
243,783 |
|
|
|
|
|
Export coal revenues as % of total coal revenues |
84 |
% |
|
63 |
% |
|
|
|
|
Countries with export coal revenue exceeding 10% of total
revenue |
India |
|
India, Brazil |
|
|
|
|
Top customer as % of total revenue |
29 |
% |
|
13 |
% |
|
|
|
|
Top 10 customers as % of total revenue |
73 |
% |
|
63 |
% |
|
|
|
|
Number of customers exceeding 10% of total revenue |
1 |
|
1 |
|
|
|
|
Number of customers exceeding 10% of total trade accounts
receivable, net |
1 |
|
3 |
|
|
|
|
(17) Subsequent Events
During the second quarter of 2022, the Company made a voluntary
prepayment of $150,000 of outstanding principal borrowings under
the Term Loan Credit facility. Refer to Note 8 for further
information related to long-term debt.
On May 3, 2022, the Company’s board of directors amended the share
repurchase program adopted on March 4, 2022 to increase the
aggregate amount the Company is permitted to repurchase from an
aggregate amount of up to $150,000 to an aggregate amount of up to
$600,000 of the Company's common stock. Refer to Note 7 for
information regarding the Company’s share repurchase
program.
Additionally on May 3, 2022, the Company‘s board of directors
adopted a dividend policy. Pursuant to this policy, the board
intends to pay aggregate cash dividends of $1.50 per share of
common stock per year, with $0.375 per share paid each quarter. The
board has declared that the first quarterly dividend payment will
become payable on July 1, 2022 for holders of record as of June 15,
2022. Future dividend payments will be targeted to be paid in the
first month of each calendar quarter. Any decision to pay future
cash dividends will, however, be made by the board and depend on
Alpha’s future earnings and financial condition and other relevant
factors.
GLOSSARY
Alpha.
Alpha Metallurgical Resources, Inc. (the “Company”) (previously
named Contura Energy, Inc.).
Ash.
Impurities consisting of iron, alumina and other incombustible
matter that are contained in coal. Since ash increases the weight
of coal, it adds to the cost of handling and can affect the burning
characteristics of coal.
Bituminous coal.
Coal used primarily to generate electricity and to make coke for
the steel industry with a heat value ranging between 10,500 and
15,500 BTU’s per pound.
British Thermal Unit or BTU.
A measure of the thermal energy required to raise the temperature
of one pound of pure liquid water one degree Fahrenheit at the
temperature at which water has its greatest density (39 degrees
Fahrenheit).
Central Appalachia or CAPP.
Coal producing area in eastern Kentucky, Virginia, southern West
Virginia and a portion of eastern Tennessee.
Coal reserves.
The economically mineable part of a measured or indicated coal
resource, which includes diluting materials and allowances for
losses that may occur when coal is mined or extracted.
Coal resources.
Coal deposits in such form, quality, and quantity that there are
reasonable prospects for economic extraction.
Coal seam.
Coal deposits occur in layers. Each layer is called a
“seam.”
Coke.
A hard, dry carbon substance produced by heating coal to a very
high temperature in the absence of air. Coke is used in the
manufacture of iron and steel. Its production results in a number
of useful byproducts.
Cumberland Back-to-Back Coal Supply Agreement.
Certain agreements with Iron Senergy under which Iron Senergy will
sell to the Company all of the coal that the Company is obligated
to sell to customers under Cumberland coal supply agreements
(“Cumberland CSAs”) which existed as of the transaction closing
date but did not transfer to Iron Senergy at closing (each, a
“Cumberland Back-to-Back Coal Supply Agreement”). Each Cumberland
Back-to-Back Coal Supply Agreement has economic terms identical to,
but offsetting, the related Cumberland CSA. If a Cumberland
customer subsequently consents to assign a Cumberland CSA to Iron
Senergy after closing, the related Cumberland CSA will immediately
and automatically transfer to Iron Senergy and the related
Cumberland Back-to-Back Coal Supply Agreements executed by the
parties shall thereupon terminate as set forth
therein.
ESG.
Environmental, social and governance sustainability
criteria.
Indicated coal resource.
That part of a coal resource for which quantity and quality are
estimated on the basis of adequate geological evidence and sampling
sufficient to establish geological and quality continuity with
reasonable certainty.
In situ coal resources.
Coal resources stated on an in-seam dry basis (excluding surface
and inherent moisture) with no consideration for dilution or losses
that may occur when coal is mined or extracted.
Measured coal resource.
That part of a coal resource for which quantity and quality are
estimated on the basis of conclusive geological evidence and
sampling sufficient to test and confirm geological and quality
continuity.
Merger.
Merger with ANR, Inc. and Alpha Natural Resources Holdings, Inc.
completed on November 9, 2018.
Metallurgical coal.
The various grades of coal suitable for carbonization to make coke
for steel manufacture. Also known as “met” coal, its quality is
primarily differentiated based on volatility or its percent of
volatile matter. Met coal typically has a particularly high BTU but
low ash and sulfur content.
Northern Appalachia or NAPP.
Coal producing area in Maryland, Ohio, Pennsylvania and northern
West Virginia.
Operating Margin.
Coal revenues less cost of coal sales.
Preparation plant.
A preparation plant is a facility for crushing, sizing and washing
coal to remove impurities and prepare it for use by a particular
customer. The washing process has the added benefit of removing
some of the coal’s sulfur content. A preparation plant is usually
located on a mine site, although one plant may serve several
mines.
Probable mineral reserve.
The economically mineable part of an indicated and, in some cases,
a measured coal resource.
Productivity.
As used in this report, refers to clean metric tons of coal
produced per underground man hour worked, as published by the
MSHA.
Proven mineral reserve.
The economically mineable part of a measured coal
resource.
Reclamation.
The process of restoring land and the environment to their original
state following mining activities. The process commonly includes
“recontouring” or reshaping the land to its approximate original
appearance, restoring topsoil and planting native grass and ground
covers. Reclamation operations are usually underway before the
mining of a particular site is completed. Reclamation is closely
regulated by both state and federal law.
Roof.
The stratum of rock or other mineral above a coal seam; the
overhead surface of a coal working place.
Sulfur.
One of the elements present in varying quantities in coal that
contributes to environmental degradation when coal is burned.
Sulfur dioxide is produced as a gaseous by-product of coal
combustion.
Surface mine.
A mine in which the coal lies near the surface and can be extracted
by removing the covering layer of soil.
Thermal coal.
Coal used by power plants and industrial steam boilers to produce
electricity, steam or both. It generally is lower in BTU heat
content and higher in volatile matter than metallurgical
coal.
Tons.
A “short” or net ton is equal to 2,000 pounds. A “long” or British
ton is equal to 2,240 pounds; a “metric” ton (or
“tonne”)
is approximately 2,205 pounds. Tonnage amounts in this report are
stated in short tons, unless otherwise indicated.
Underground mine.
Also known as a “deep” mine. Usually located several hundred feet
below the earth’s surface, an underground mine’s coal is removed
mechanically and transferred by shuttle car and conveyor to the
surface.
Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis provides a narrative of our
results of operations and financial condition for the three months
ended March 31, 2022 and 2021. The following discussion and
analysis contains forward-looking statements and should be read in
conjunction with our Condensed Consolidated Financial Statements
and related notes included elsewhere in this Quarterly Report on
Form 10-Q and our Consolidated Financial Statements and related
notes and risk factors contained in our Annual Report on Form 10-K
for the year ended December 31, 2021. See “Cautionary Note
Regarding Forward-Looking Statements” included elsewhere
herein.
COVID-19 Pandemic
The COVID-19 pandemic has had negative impacts on our business,
results of operations, financial condition and cash flows. Our
Company experienced an increase in employee absences due to
COVID-19. Indirectly, through some of our third-party vendors, we
and our customers have experienced some supply chain disruptions
due to the COVID-19 pandemic. The full extent of the impact of the
COVID-19 pandemic on our operational and financial performance will
depend on certain developments, including the duration of the
virus, its impact on our customers and suppliers, and the range of
governmental and community reactions to the pandemic, which cannot
be fully predicted. Health and safety are core values of our
Company and are the foundation for how we manage every aspect of
our business. We continue to monitor developments closely and
adjust as necessary, including with respect to our implemented
policies, procedures, and prevention measures to protect the safety
and health of our employees.
Market Overview
Several macroeconomic factors influenced metallurgical coal markets
in the first quarter of 2022. Pandemic-related labor and
supply-chain challenges persisted in many areas, alongside rising
inflationary pressure. Supply tightness from prior quarters
continued into the early months of 2022. In late February, Russia
invaded Ukraine, which created far-reaching, global geopolitical
implications. The war has further constrained availability of
metallurgical coal, and the various sanctions imposed as a result
of the conflict have had additional impacts on market dynamics and
index pricing, which experienced significant volatility within the
quarter.
The U.S. East Coast High Volatile A index started the quarter at
$340 per metric ton and increased to $479 per metric ton at quarter
close on March 31, 2022. The U.S. East Coast Low Volatile index
rose from $320 per metric ton at the start of the quarter to $535
per metric ton on March 31, 2022. The Australian Premium Low
Volatile index also increased from $357 per metric ton at the start
of the quarter to $515 per metric ton at the end of the first
quarter.
Economic indicators across the globe continue to show positive yet
meaningfully slowing growth. The world manufacturing Purchasing
Managers’ Index (“PMI”) dipped from 53.7 in February to 53.0 in
March 2022, which represents the lowest level in an 18-month period
and the weakest growth rate since September of 2020. However,
certain of Alpha’s key markets have posted stronger growth metrics
than the world averages. The United States PMI index strengthened
from a February level of 57.3 to 58.8 in March. While still robust,
Europe’s PMI decreased from 58.2 in February to 56.5 in March.
India’s PMI held relatively steady in recent months at March’s
level of 54.0, while Brazil’s PMI rebounded from contractionary
territory at the start of the year to a positive March level of
52.3. Continued challenges in China, including governmental
restrictions imposed in connection with the Olympics and COVID-19
lockdowns, resulted in a drop from 50.4 in February to a
contractionary PMI of 48.1 in March.
The World Steel Association’s (“WSA”) global crude steel production
was 161.0 million metric tons in March 2022, a 5.8% decrease as
compared to the year-ago period of March 2021. South American
production of 3.7 million metric tons was the only region showing
an increase in March of 2022 with a 1.7% increase as compared to
March of 2021. North American crude steel production of 9.7 million
metric tons for the month represented a 2.8% decrease as compared
to the year-ago period. Steel production in the European Union of
12.8 million metric tons was down 8.5% year over year. China’s
March 2022 production level of 88.3 million metric tons was down
6.4% as compared to March 2021.
Additionally, American Iron and Steel Institute’s capacity
utilization rate for U.S. steel mills was 81.7% for the week ending
April 23, 2022.
In the thermal coal market, index pricing in the first quarter of
2022 was very volatile as well, with several thermal coal indices,
including API2, reaching multi-year highs within the quarter. While
many factors contributed to thermal coal price spikes, Russia’s war
on Ukraine prompted additional uncertainty about the already-tight
energy supply chain globally, causing
pricing to increase. Alpha continues to ship thermal coal in
accordance with existing contracts, and Alpha’s last remaining
thermal operation, the Slabcamp mine, is on pace to mine out and
cease operation before year end 2022.
We continue to monitor developments in Ukraine as well as the
related export controls and financial and economic sanctions
imposed on certain industry sectors and parties in Russia by the
U.S., the U.K., the European Union and others. Aside from increased
market volatility and uncertainty, we do not foresee direct
material adverse effects upon our business, financial condition or
results of operations as a result of developments in Ukraine and
the consequent controls and sanctions.
Business Overview
We are a Tennessee-based mining company with operations across
Virginia and West Virginia. With customers across the globe,
high-quality reserves and significant port capacity, we reliably
supply metallurgical coal products to the steel industry. We
operate high-quality, cost-competitive coal mines across the CAPP
coal basin. As of March 31, 2022, our operations consisted of
twenty active mines and eight coal preparation and load-out
facilities, with approximately 3,560 employees. We produce,
process, and sell met coal and thermal coal. We also sell coal
produced by others, some of which is processed and/or blended with
coal produced from our mines prior to resale, with the remainder
purchased for resale. As of December 31, 2021, we had 351.1
million tons of reserves, 335.8 million tons of proven and probable
metallurgical reserves, and 15.3 million tons of proven and
probable thermal reserves. Additionally, we had approximately 381.7
million tons of in situ bituminous coal resources.
For the three months ended March 31, 2022 and 2021, sales of met
coal were 3.5 million tons and 3.4 million tons, respectively, and
accounted for approximately 88% and 82%, respectively, of our coal
sales volume. Sales of thermal coal were 0.5 million tons and 0.7
million tons, respectively, and accounted for approximately 12% and
18%, respectively, of our coal sales volume.
Our sales of met coal were made primarily to steel companies in the
northeastern and midwestern regions of the United States and in
several countries in Asia, Europe, and the Americas. Our sales of
thermal coal were made primarily to large utilities and industrial
customers throughout the United States. For the three months ended
March 31, 2022 and 2021 approximately 84% and 63%, respectively, of
our coal revenues were derived from coal sales made to customers
outside the United States.
In addition, we generate other revenues from equipment sales,
rentals, terminal and processing fees, coal and environmental
analysis fees, royalties and the sale of natural gas. We also
record freight and handling fulfillment revenue within coal
revenues for freight and handling services provided in delivering
coal to certain customers, which are a component of the contractual
selling price.
As of March 31, 2022, we have one reportable segment: Met. Our
Met segment operations consist of high-quality met coal mines,
including Deep Mine 41, Road Fork 52, Black Eagle, and Lynn Branch.
The coal produced by our Met segment operations is predominantly
met coal with some amounts of thermal coal being produced as a
byproduct of mining. In addition to the one reportable segment, our
All Other category includes general corporate overhead and
corporate assets and liabilities, our 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. Refer to Note 16 to our Condensed Consolidated Financial
Statements for additional disclosures on reportable segments,
geographic areas, and export coal revenue information.
The disposition of our former NAPP operations during the fourth
quarter of 2020 accelerated our strategic exit from thermal coal
production to shift our focus toward met coal production. The
former NAPP operations results of operations and
financial position are reported as discontinued operations in
the Condensed Consolidated Financial Statements. Refer to Note 2
for further information on discontinued operations.
Factors Affecting Our Results of Operations
Sales Agreements.
We manage our commodity price risk for coal sales through the use
of coal supply agreements. As of April 20, 2022, we had sales
commitments for 2022 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tons |
|
% Priced |
|
Average Realized Price per Ton |
Met - Domestic |
|
|
|
|
$189.22 |
|
Met - Export |
|
|
|
|
$297.01 |
|
Met Total |
14.5 million |
|
53 |
% |
|
$243.88 |
|
Thermal |
1.0 million |
|
96 |
% |
|
$53.26 |
|
Met Segment |
15.5 million |
|
56 |
% |
|
$222.63 |
|
All Other |
0.7 million |
|
100 |
% |
|
$57.70 |
|
Realized Pricing.
Our realized price per ton of coal is influenced by many factors
that vary by region, including (i) coal quality, which
includes energy (heat content), sulfur, ash, volatile matter and
moisture content; (ii) differences in market conventions
concerning transportation costs and volume measurement; and
(iii) regional supply and demand.
Costs.
Our results of operations are dependent upon our ability to
maximize productivity and control costs. Our primary expenses are
for operating supply costs, repair and maintenance expenditures,
cost of purchased coal, royalties, wages and benefits, freight and
handling costs and taxes incurred in selling our coal. Principal
goods and services we use in our operations include maintenance and
repair parts and services, electricity, fuel, roof control and
support items, explosives, tires, conveyance structures,
ventilation supplies and lubricants. Our management strives to
aggressively control costs and improve operating performance to
mitigate external cost pressures. We experience volatility in
operating costs related to fuel, explosives, steel, tires, contract
services and healthcare, among others, and take measures to
mitigate the increases in these costs at all operations. We have a
centralized sourcing group for major supplier contract negotiation
and administration, for the negotiation and purchase of major
capital goods, and to support the business units. We promote
competition between suppliers and seek to develop relationships
with suppliers that focus on lowering our costs. We seek suppliers
who identify and concentrate on implementing continuous improvement
opportunities within their area of expertise. To the extent upward
pressure on costs exceeds our ability to realize sales increases,
or if we experience unanticipated operating or transportation
difficulties, our operating margins would be negatively impacted.
We may also experience difficult geologic conditions, delays in
obtaining permits, labor shortages, unforeseen equipment problems,
and unexpected shortages of critical materials such as tires, fuel
and explosives that may result in adverse cost increases and limit
our ability to produce at forecasted levels.
Results of Operations
Our results of operations for the three months ended March 31, 2022
and 2021 are discussed in these “Results of Operations” presented
below.
Three Months Ended March 31, 2022 Compared to the Three Months
Ended March 31, 2021
Revenues
The following table summarizes information about our revenues
during the three months ended March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
(In thousands, except for per ton data) |
2022 |
|
2021 |
|
$ or Tons |
|
% |
Coal revenues |
$ |
1,069,738 |
|
|
$ |
385,452 |
|
|
$ |
684,286 |
|
|
177.5 |
% |
Other revenues |
2,226 |
|
|
801 |
|
|
1,425 |
|
|
177.9 |
% |
Total revenues |
$ |
1,071,964 |
|
|
$ |
386,253 |
|
|
$ |
685,711 |
|
|
177.5 |
% |
|
|
|
|
|
|
|
|
Tons sold |
4,048 |
|
|
4,066 |
|
|
(18) |
|
|
(0.4) |
% |
Coal revenues.
Coal revenues increased $684.3 million, or 177.5%, for the three
months ended March 31, 2022 compared to the prior year period. The
increase was primarily due to higher coal sales realization within
our Met segment operations as a
result of an improved pricing environment during the current
period. Increasing coal demand, resulting from improved economic
activity, coupled with a limited supply response contributed to a
rise in coal prices. Refer to the “Non-GAAP Coal revenues” section
below for further detail on coal revenues for the three months
ended March 31, 2022 compared to the prior year
period.
Cost and Expenses
The following table summarizes information about our costs and
expenses during the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
(In thousands) |
2022 |
|
2021 |
|
$ |
|
% |
Cost of coal sales (exclusive of items shown separately
below) |
$ |
555,317 |
|
|
$ |
347,428 |
|
|
$ |
207,889 |
|
|
59.8 |
% |
Depreciation, depletion and amortization |
28,035 |
|
|
28,438 |
|
|
(403) |
|
|
(1.4) |
% |
Accretion on asset retirement obligations |
5,954 |
|
|
6,648 |
|
|
(694) |
|
|
(10.4) |
% |
Amortization of acquired intangibles, net |
5,748 |
|
|
3,869 |
|
|
1,879 |
|
|
48.6 |
% |
Asset impairment and restructuring |
— |
|
|
(561) |
|
|
561 |
|
|
100.0 |
% |
Selling, general and administrative expenses (exclusive of
depreciation, depletion and amortization shown separately
above) |
15,086 |
|
|
14,982 |
|
|
104 |
|
|
0.7 |
% |
Total other operating loss (income): |
|
|
|
|
|
|
|
Mark-to-market adjustment for acquisition-related
obligations |
9,361 |
|
|
3,176 |
|
|
6,185 |
|
|
194.7 |
% |
Other income |
(628) |
|
|
(1,225) |
|
|
597 |
|
|
48.7 |
% |
Total costs and expenses |
$ |
618,873 |
|
|
$ |
402,755 |
|
|
$ |
216,118 |
|
|
53.7 |
% |
Cost of coal sales.
Cost of coal sales increased $207.9 million, or 59.8%, for the
three months ended March 31, 2022 compared to the prior year
period. The increase was primarily driven by increased rail freight
costs, royalties and taxes, supplies and maintenance expense, and
salaries and wages expense, partially offset by inventory change
during the current period.
Amortization of acquired intangibles, net.
Amortization of acquired intangibles, net increased $1.9 million,
or 48.6%, for the three months ended March 31, 2022 compared to the
prior year period. The increase was primarily driven by accelerated
current period amortization of certain acquired mine permits as a
result of an update to the estimated life of the associated
mines.
Mark-to-market adjustment for acquisition-related
obligations.
The mark-to-market adjustment for acquisition-related obligations
resulted in a decrease to income of $6.2 million for the three
months ended March 31, 2022 compared to the prior year period. This
decrease was related to the $9.4 million Contingent Revenue
Obligation mark-to-market adjustment recorded during the three
months ended March 31, 2022 due to changes in underlying fair value
assumptions during the current period. Refer to Note 11
for Contingent Revenue Obligation fair value input
assumptions.
Other (Expense) Income
The following table summarizes information about our other
(expense) income during the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
(In thousands) |
2022 |
|
2021 |
|
$ |
|
% |
Other (expense) income: |
|
|
|
|
|
|
|
Interest expense |
$ |
(13,083) |
|
|
$ |
(17,990) |
|
|
$ |
4,907 |
|
|
27.3 |
% |
Interest income |
184 |
|
|
164 |
|
|
20 |
|
|
12.2 |
% |
Equity loss in affiliates |
(1,361) |
|
|
(134) |
|
|
(1,227) |
|
|
(915.7) |
% |
Miscellaneous income, net |
1,797 |
|
|
1,766 |
|
|
31 |
|
|
1.8 |
% |
Total other expense, net |
$ |
(12,463) |
|
|
$ |
(16,194) |
|
|
$ |
3,731 |
|
|
23.0 |
% |
Interest expense.
Interest expense decreased $4.9 million, or 27.3%, for the three
months ended March 31, 2022 compared to the prior year period,
primarily due to a decrease in debt outstanding. Refer to Note 8
for additional information.
Income Tax (Expense) Benefit
The following table summarizes information about our income tax
(expense) benefit during the three months ended March 31, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
(In thousands) |
2022 |
|
2021 |
|
$ |
|
% |
Income tax (expense) benefit |
$ |
(39,624) |
|
|
$ |
5 |
|
|
$ |
(39,629) |
|
|
(792,580.0) |
% |
Income taxes.
Income tax expense of $39.6 million was recorded for the three
months ended March 31, 2022 on income from continuing operations
before income taxes of $440.6 million. The effective tax rate
differs from the federal statutory rate of 21% primarily due to the
decrease in the valuation allowance and the permanent impact of
percentage depletion and foreign-derived intangible income
deductions.
Income tax benefit of $5 thousand was recorded for the three months
ended March 31, 2021 on a loss from continuing operations before
income taxes of $32.7 million. The effective tax rate differs from
the federal statutory rate of 21% primarily due to the increase in
the valuation allowance. Refer to Note 12 for additional
information.
Non-GAAP Financial Measures
The discussion below contains “non-GAAP financial measures.” These
are financial measures which either exclude or include amounts that
are not excluded or included in the most directly comparable
measures calculated and presented in accordance with generally
accepted accounting principles in the United States (“U.S. GAAP” or
“GAAP”). Specifically, we make use of the non-GAAP financial
measures “Adjusted EBITDA,” “non-GAAP coal revenues,” “non-GAAP
cost of coal sales,” “non-GAAP coal margin,” and “Adjusted cost of
produced coal sold.” We use Adjusted EBITDA to measure the
operating performance of our segments and allocate resources to the
segments. Adjusted EBITDA does not purport to be an alternative to
net income (loss) as a measure of operating performance or any
other measure of operating results or liquidity presented in
accordance with GAAP. We use non-GAAP coal revenues to present coal
revenues generated, excluding freight and handling fulfillment
revenues. Non-GAAP coal sales realization per ton for our
operations is calculated as non-GAAP coal revenues divided by tons
sold. We use non-GAAP cost of coal sales to adjust cost of coal
sales to remove freight and handling costs, depreciation, depletion
and amortization - production (excluding the depreciation,
depletion and amortization related to selling, general and
administrative functions), accretion on asset retirement
obligations, amortization of acquired intangibles, net, and idled
and closed mine costs. Non-GAAP cost of coal sales per ton for our
operations is calculated as non-GAAP cost of coal sales divided by
tons sold. Non-GAAP coal margin per ton for our coal operations is
calculated as non-GAAP coal sales realization per ton for our coal
operations less non-GAAP cost of coal sales per ton for our coal
operations. We also use Adjusted cost of produced coal sold to
distinguish the cost of captive produced coal from the effects of
purchased coal. The presentation of these measures should not be
considered in isolation, or as a substitute for analysis of our
results as reported under GAAP.
Management uses non-GAAP financial measures to supplement GAAP
results to provide a more complete understanding of the factors and
trends affecting the business than GAAP results alone. The
definition of these non-GAAP measures may be changed periodically
by management to adjust for significant items important to an
understanding of operating trends and to adjust for items that may
not reflect the trend of future results by excluding transactions
that are not indicative of our core operating performance.
Furthermore, analogous measures are used by industry analysts to
evaluate the Company’s operating performance. Because not all
companies use identical calculations, the presentations of these
measures may not be comparable to other similarly titled measures
of other companies and can differ significantly from company to
company depending on long-term strategic decisions regarding
capital structure, the tax jurisdictions in which companies
operate, and capital investments.
Included below are reconciliations of non-GAAP financial measures
to GAAP financial measures.
The following tables summarize certain financial information
relating to our coal operations for the three months ended March
31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
(In thousands, except for per ton data) |
Met |
|
All Other |
|
Consolidated |
Coal revenues |
$ |
1,054,340 |
|
|
$ |
15,398 |
|
|
$ |
1,069,738 |
|
Less: Freight and handling fulfillment revenues |
(144,025) |
|
|
(18) |
|
|
(144,043) |
|
Non-GAAP Coal revenues |
$ |
910,315 |
|
|
$ |
15,380 |
|
|
$ |
925,695 |
|
Tons sold |
3,780 |
|
|
268 |
|
|
4,048 |
|
Non-GAAP Coal sales realization per ton |
$ |
240.82 |
|
|
$ |
57.39 |
|
|
$ |
228.68 |
|
|
|
|
|
|
|
Cost of coal sales (exclusive of items shown separately
below) |
$ |
539,282 |
|
|
$ |
16,035 |
|
|
$ |
555,317 |
|
Depreciation, depletion and amortization - production
(1)
|
27,060 |
|
|
797 |
|
|
27,857 |
|
Accretion on asset retirement obligations |
3,398 |
|
|
2,556 |
|
|
5,954 |
|
Amortization of acquired intangibles, net |
4,796 |
|
|
952 |
|
|
5,748 |
|
Total Cost of coal sales |
$ |
574,536 |
|
|
$ |
20,340 |
|
|
$ |
594,876 |
|
Less: Freight and handling costs |
(144,025) |
|
|
(18) |
|
|
(144,043) |
|
Less: Depreciation, depletion and amortization - production
(1)
|
(27,060) |
|
|
(797) |
|
|
(27,857) |
|
Less: Accretion on asset retirement obligations |
(3,398) |
|
|
(2,556) |
|
|
(5,954) |
|
Less: Amortization of acquired intangibles, net |
(4,796) |
|
|
(952) |
|
|
(5,748) |
|
Less: Idled and closed mine costs |
(3,604) |
|
|
(2,646) |
|
|
(6,250) |
|
Non-GAAP Cost of coal sales |
$ |
391,653 |
|
|
$ |
13,371 |
|
|
$ |
405,024 |
|
Tons sold |
3,780 |
|
|
268 |
|
|
4,048 |
|
Non-GAAP Cost of coal sales per ton |
$ |
103.61 |
|
|
$ |
49.89 |
|
|
$ |
100.06 |
|
(1)
Depreciation, depletion and amortization - production excludes the
depreciation, depletion and amortization related to selling,
general and administrative functions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
(In thousands, except for per ton data) |
Met |
|
All Other |
|
Consolidated |
Coal revenues |
$ |
1,054,340 |
|
|
$ |
15,398 |
|
|
$ |
1,069,738 |
|
Less: Total Cost of coal sales (per table above) |
(574,536) |
|
|
(20,340) |
|
|
(594,876) |
|
GAAP Coal margin |
$ |
479,804 |
|
|
$ |
(4,942) |
|
|
$ |
474,862 |
|
Tons sold |
3,780 |
|
|
268 |
|
|
4,048 |
|
GAAP Coal margin per ton |
$ |
126.93 |
|
|
$ |
(18.44) |
|
|
$ |
117.31 |
|
|
|
|
|
|
|
GAAP Coal margin |
$ |
479,804 |
|
|
$ |
(4,942) |
|
|
$ |
474,862 |
|
Add: Depreciation, depletion and amortization - production
(1)
|
27,060 |
|
|
797 |
|
|
27,857 |
|
Add: Accretion on asset retirement obligations |
3,398 |
|
|
2,556 |
|
|
5,954 |
|
Add: Amortization of acquired intangibles, net |
4,796 |
|
|
952 |
|
|
5,748 |
|
Add: Idled and closed mine costs |
3,604 |
|
|
2,646 |
|
|
6,250 |
|
Non-GAAP Coal margin |
$ |
518,662 |
|
|
$ |
2,009 |
|
|
$ |
520,671 |
|
Tons sold |
3,780 |
|
|
268 |
|
|
4,048 |
|
Non-GAAP Coal margin per ton |
$ |
137.21 |
|
|
$ |
7.50 |
|
|
$ |
128.62 |
|
(1)
Depreciation, depletion and amortization - production excludes the
depreciation, depletion and amortization related to selling,
general and administrative functions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
(In thousands, except for per ton data) |
Met |
|
All Other |
|
Consolidated |
Coal revenues |
$ |
359,893 |
|
|
$ |
25,559 |
|
|
$ |
385,452 |
|
Less: Freight and handling fulfillment revenues |
(60,011) |
|
|
(369) |
|
|
(60,380) |
|
Non-GAAP Coal revenues |
$ |
299,882 |
|
|
$ |
25,190 |
|
|
$ |
325,072 |
|
Tons sold |
3,657 |
|
|
409 |
|
|
4,066 |
|
Non-GAAP Coal sales realization per ton |
$ |
82.00 |
|
|
$ |
61.59 |
|
|
$ |
79.95 |
|
|
|
|
|
|
|
Cost of coal sales (exclusive of items shown separately
below) |
$ |
325,895 |
|
|
$ |
21,533 |
|
|
$ |
347,428 |
|
Depreciation, depletion and amortization - production
(1)
|
26,536 |
|
|
1,723 |
|
|
28,259 |
|
Accretion on asset retirement obligations |
3,385 |
|
|
3,263 |
|
|
6,648 |
|
Amortization of acquired intangibles, net |
4,051 |
|
|
(182) |
|
|
3,869 |
|
Total Cost of coal sales |
$ |
359,867 |
|
|
$ |
26,337 |
|
|
$ |
386,204 |
|
Less: Freight and handling costs |
(60,011) |
|
|
(369) |
|
|
(60,380) |
|
Less: Depreciation, depletion and amortization - production
(1)
|
(26,536) |
|
|
(1,723) |
|
|
(28,259) |
|
Less: Accretion on asset retirement obligations |
(3,385) |
|
|
(3,263) |
|
|
(6,648) |
|
Less: Amortization of acquired intangibles, net |
(4,051) |
|
|
182 |
|
|
(3,869) |
|
Less: Idled and closed mine costs |
(3,603) |
|
|
(3,556) |
|
|
(7,159) |
|
Non-GAAP Cost of coal sales |
$ |
262,281 |
|
|
$ |
17,608 |
|
|
$ |
279,889 |
|
Tons sold |
3,657 |
|
|
409 |
|
|
4,066 |
|
Non-GAAP Cost of coal sales per ton |
$ |
71.72 |
|
|
$ |
43.05 |
|
|
$ |
68.84 |
|
(1)
Depreciation, depletion and amortization - production excludes the
depreciation, depletion and amortization related to selling,
general and administrative functions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
(In thousands, except for per ton data) |
Met |
|
All Other |
|
Consolidated |
Coal revenues |
$ |
359,893 |
|
|
$ |
25,559 |
|
|
$ |
385,452 |
|
Less: Total Cost of coal sales (per table above) |
(359,867) |
|
|
(26,337) |
|
|
(386,204) |
|
GAAP Coal margin |
$ |
26 |
|
|
$ |
(778) |
|
|
$ |
(752) |
|
Tons sold |
3,657 |
|
|
409 |
|
|
4,066 |
|
GAAP Coal margin per ton |
$ |
0.01 |
|
|
$ |
(1.90) |
|
|
$ |
(0.18) |
|
|
|
|
|
|
|
GAAP Coal margin |
$ |
26 |
|
|
$ |
(778) |
|
|
$ |
(752) |
|
Add: Depreciation, depletion and amortization - production
(1)
|
26,536 |
|
|
1,723 |
|
|
28,259 |
|
Add: Accretion on asset retirement obligations |
3,385 |
|
|
3,263 |
|
|
6,648 |
|
Add: Amortization of acquired intangibles, net |
4,051 |
|
|
(182) |
|
|
3,869 |
|
Add: Idled and closed mine costs |
3,603 |
|
|
3,556 |
|
|
7,159 |
|
Non-GAAP Coal margin |
$ |
37,601 |
|
|
$ |
7,582 |
|
|
$ |
45,183 |
|
Tons sold |
3,657 |
|
|
409 |
|
|
4,066 |
|
Non-GAAP Coal margin per ton |
$ |
10.28 |
|
|
$ |
18.54 |
|
|
$ |
11.11 |
|
(1)
Depreciation, depletion and amortization - production excludes the
depreciation, depletion and amortization related to selling,
general and administrative functions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Increase (Decrease) |
(In thousands, except for per ton data) |
2022 |
|
2021 |
|
$ or Tons |
|
% |
Met segment operations: |
|
|
|
|
|
|
|
Tons sold |
3,780 |
|
|
3,657 |
|
|
123 |
|
|
3.4 |
|