(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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81-3015061
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(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.
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Bristol, Tennessee 37620
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(Address of principal executive offices, zip code)
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(423) 573-0300
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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TABLE OF CONTENTS
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the financial performance of the company following the Merger with Alpha Natural Resources Holdings, Inc. and ANR, Inc. (the “Merger” or the “Alpha Merger”);
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our liquidity, results of operations and financial condition;
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depressed levels or declines in coal prices;
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worldwide market demand for coal, steel, and electricity, including demand for U.S. coal exports, and competition in coal markets;
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the imposition or continuation of barriers to trade, such as tariffs;
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utilities switching to alternative energy sources such as natural gas, renewables and coal from basins where we do not operate;
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reductions or increases in customer coal inventories and the timing of those changes;
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our production capabilities and costs;
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inherent risks of coal mining beyond our control;
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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;
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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;
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our relationships with, and other conditions affecting, our customers, including the inability to collect payments from our customers if their creditworthiness declines;
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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 contract terms;
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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;
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attracting and retaining key personnel and other employee workforce factors, such as labor relations;
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funding for and changes in employee benefit obligations;
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cybersecurity attacks or failures, threats to physical security, extreme weather conditions or other natural disasters;
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reclamation and mine closure obligations;
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our assumptions concerning economically recoverable coal reserve estimates;
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our ability to negotiate new United Mine Workers of America wage agreements on terms acceptable to us, increased unionization of our workforce in the future, and any strikes by our workforce;
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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;
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inflationary pressures on supplies and labor and significant or rapid increases in commodity prices;
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railroad, barge, truck and other transportation availability, performance and costs;
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disruption in third party coal supplies;
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the consummation of financing or refinancing transactions, acquisitions or dispositions and the related effects on our business and financial position;
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our indebtedness and potential future indebtedness;
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our ability to generate sufficient cash or obtain financing to fund our business operations; and
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our ability to obtain or renew surety bonds on acceptable terms or maintain our current bonding status.
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Deep Mine #42 in CAPP - Met, which could provide an incremental 1.0-1.5 million tons per year of Mid-Vol. met coal;
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Freeport mine in NAPP, which could provide an incremental 2.5-3.5 million tons per year of primarily High-Vol. B met coal; and
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Road Fork 52 in CAPP - Met, which is primarily a reserve replacement mine, but could potentially provide incremental production of Low-Vol. met coal in the near term.
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Number & Type of Mines as of December 31, 2018
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Segment
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Location
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Preparation Plants / Shipping Points as of December 31, 2018
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Underground
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Surface
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Total
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CAPP - Met
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VA, WV
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McClure, Toms Creek, Bandmill, Kepler, Kingston, Litwar, Marfork, Power Mountain, Pax, Marmet, Delbarton
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20
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5
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25
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CAPP - Thermal
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WV
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Delbarton, Inman/Homer III, Mammoth, Marmet
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2
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4
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6
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NAPP
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PA
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Cumberland, Labelle
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1
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—
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1
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Segment
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Coal Qualities
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Transportation
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2018 Production of Saleable Tons (in thousands)
(1)
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CAPP - Met
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High-Vol. Met
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Truck, CSX Transportation, Norfolk Southern Railway Company, Barge
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5,091
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CAPP - Thermal
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Thermal
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Truck, CSX Transportation, Norfolk Southern Railway Company, Barge
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596
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NAPP
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Thermal
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Truck, CSX Transportation, Norfolk Southern Railway Company, Barge
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6,423
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12,110
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Segment
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Location
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Estimated Years
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CAPP - Met
(1)
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Virginia, West Virginia
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1 to 23
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CAPP - Thermal
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West Virginia
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9 to 37
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NAPP
(2)
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Pennsylvania
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18
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Acid Rain.
Title IV of the Clean Air Act requires reductions of sulfur dioxide emissions by electric utilities. Affected electricity generators have sought to meet these requirements by, among other compliance methods, switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. We cannot accurately predict the effect of these provisions of the Clean Air Act on us in future years.
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NAAQS for Criteria Pollutants.
The Clean Air Act requires the EPA to set standards, referred to as National Ambient Air Quality Standards (“NAAQS”), for six common air pollutants, including nitrogen oxide, sulfur dioxide, particulate matter, and ozone. Areas that are not in compliance (referred to as “non- attainment areas”) with these standards must take steps to reduce emissions levels. Over the past several years, the EPA has revised its NAAQS for nitrogen oxide, sulfur dioxide, particulate matter and ozone, in each case making the standards more stringent. As a result, some states will be required to amend their existing individual state implementation plans (“SIPs”) to achieve compliance with the new air quality standards. Other states will be required to develop new plans for areas that were previously in “attainment,” but do not meet the revised standards.
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NOx SIP Call.
The NOx SIP Call program was established by the EPA in October of 1998 to reduce the transport of nitrogen oxide and ozone on prevailing winds from the Midwest and South to states in the Northeast, which said they could not meet federal air quality standards because of migrating pollution. The program is designed to reduce nitrogen oxide emissions by one million tons per year in 22 eastern states and the District of Columbia. As a result of the program, many power plants have been or will be required to install additional emission control measures, such as selective catalytic reduction devices. Installation of additional emission control measures will make it more costly to operate coal-fired power plants, potentially making coal a less attractive fuel. On February 26, 2019, EPA published a final rule amending the NOx SIP Call regulations to allow states to establish alternative monitoring and reporting requirements for certain sources.
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Cross-State Air Pollution Rule.
In June 2011, the EPA finalized the CSAPR, which required 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states. Nitrogen oxide and sulfur dioxide emission reductions were scheduled to commence in 2012, with further reductions effective in 2014. However, implementation of CSAPR’s requirements were delayed due to litigation. In October 2014, the EPA issued an interim final rule reconciling the CSAPR rule with the Court’s order, which called for Phase 1 implementation in 2015 and Phase 2 implementation in 2017.
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Mercury and Hazardous Air Pollutants.
In February 2012, the EPA formally adopted a rule to regulate emissions of mercury and other metals, fine particulates, and acid gases such as hydrogen chloride from coal- and oil-fired power plants, referred to as “MATS.” In March 2013, the EPA finalized reconsideration of the MATS rule as it pertains to new power plants, principally adjusting emissions limits for new coal- fired units to levels considered attainable by existing control technologies. In subsequent litigation, the U.S. Supreme Court struck down the MATS rule based on the EPA’s failure to take costs into consideration. The D.C. Circuit allowed the current rule to stay in place until the EPA issued a new finding. In April 2016, the EPA issued a final finding that it is appropriate and necessary to set standards for emissions of air toxics from coal- and oil-fired power plants. However, in April 2017, the EPA indicated in a court filing that it may reconsider this finding, and on April 27, 2017, the D.C. Circuit stayed the litigation. In August 2018, the EPA stated that it plans on sending a draft proposal to the White House questioning the EPA’s earlier finding and intends to reevaluate the MATS rule itself.
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Regional Haze, New Source Review and Methane.
The EPA’s regional haze program is intended to protect and improve visibility at and around national parks, national wilderness areas and international parks. In December 2011, the EPA issued a final rule under which the emission caps imposed under CSAPR for a given state would supplant the obligations of that state with regard to visibility protection. In May 2012, the EPA finalized a rule that allows the trading programs in CSAPR to serve as an alternative to determining source-by-source Best Available Retrofit Technology (“BART”). This rule provides that states in the CSAPR region can substitute participation in CSAPR for source-specific BART for sulfur dioxide and/or nitrogen oxides emissions from power plants. This program may result in additional emissions restrictions from new coal-fueled power plants whose operations may impair visibility at and around federally protected areas. This program may also require certain existing coal-fueled power plants to install additional control measures designed to limit haze causing emissions, such as sulfur dioxide, nitrogen oxides, volatile organic chemicals and particulate matter. These limitations could result in additional coal plant closures and affect the future market for coal. A final Regional Haze rule was published on January 10, 2017 and is currently being reevaluated by the EPA.
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failure to implement our business plan for the combined business or to achieve anticipated production, revenue or profitability targets;
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higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;
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difficulties in, and the cost of, integrating operations, technologies, services, platforms and personnel;
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diversion of attention and resources of management;
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inability to generate sufficient revenue to offset Merger or investment costs;
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potential unknown liabilities associated with the merged businesses; and
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challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a Merger.
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the demand for domestic and foreign coal and coke, which depends significantly on the demand for electricity and steel;
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the price and availability of natural gas, other alternative fuels and alternative steel production technologies;
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domestic and foreign economic conditions, including economic downturns and the strength of the global and U.S. economies;
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the consumption pattern of industrial customers, electricity generators and residential users;
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the legal, regulatory and tax environment for our industry and those of our customers;
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adverse weather, climactic or other natural conditions, including natural disasters;
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the quantity, quality and pricing of coal available in the resale market;
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the effects of worldwide energy conservation or emissions measures;
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competition from other suppliers of coal and other energy sources; and
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the proximity to and availability, reliability and cost of transportation and port facilities.
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the overall demand for electricity, which is in turn influenced by the global economy and the weather, among other factors (for example, mild North American winters typically result in lower demand);
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the availability, quality and price of competing fuels, such as natural gas, nuclear fuel, oil and alternative energy sources such as wind, solar, and hydroelectric power, which may change over time as a result of, among other things, technological developments and state or federal regulatory or statutory fuel subsidies or energy use mandates;
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increasingly stringent environmental and other governmental regulations, including air emission standards for coal-fired power plants; and
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the coal inventories of utilities.
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blasting;
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controls on emissions and discharges;
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the effects of operations on surface water and groundwater quality and availability;
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the storage, treatment and disposal of wastes;
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the remediation of contaminated soil, surface water and groundwater;
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surface subsidence from underground mining;
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the classification of plant and animal species near our mines as endangered or threatened species;
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the reclamation of mined sites; and
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employee health and safety, and benefits for current and former employees (described in more detail below).
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federal and state agencies and citizen groups have increasingly focused on the amount of selenium and other constituents in mine-related water discharges;
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MSHA and the states of Pennsylvania, Virginia and West Virginia have implemented and proposed changes to mine safety and health requirements to impose more stringent health and safety controls, enhance mine inspection and enforcement practices, increase sanctions, and expand monitoring and reporting; and
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GHG emissions is being considered that could increase our costs, require additional controls, or compel us to limit our current operations.
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the 2015 Paris climate summit agreement, which resulted in voluntary commitments by 197 countries (although on June 1, 2017, the Trump administration announced that the U.S. will withdraw from the agreement) to reduce their GHG emissions and could result in additional firm commitments by various nations and states with respect to future GHG emissions;
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federal regulations such as the CPP, which is currently stayed by the U.S. Supreme Court, and the ACE Rule, which has been proposed to replace the CPP, that require reductions in emissions from existing fossil fuel-fired power plants, and new source performance standards for GHG emissions for new, modified or reconstructed fossil fuel-fired power plants (Power Plant NSPS), which require the use of partial carbon capture and sequestration for fossil fuel-fired steam generating units (although a proposed revision to the Power Plant NSPS would revise this requirement, as discussed below), or any regulation that replaces them;
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state and regional climate change initiatives implementing renewable portfolio standards or cap-and-trade schemes;
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challenges to or denials of permits for new coal-fired power plants or retrofits to existing plants by state regulators and environmental organizations due to concerns related to GHG emissions from the new or existing plants; and
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private litigation against coal companies or power plant operators based on GHG-related concerns.
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implementation of the current and more stringent proposed ambient air quality standards for sulfur dioxide, nitrogen oxides, particulate matter and ozone, including the EPA’s issuance of NAAQS in October 2015 of a more stringent ambient air quality standard for ozone and the EPA’s determinations of attainment designations with respect to these rules;
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implementation of the EPA’s CSAPR to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 28 states, and the CSAPR Update Rule, issued in September 2016, requiring further reductions in nitrogen oxides in 2017 in 22 states subject to CSAPR during the summertime ozone season;
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continued implementation of the EPA’s MATS, which impose stringent limits on emissions of mercury and other toxic air pollutants from electric power generators, issued in December 2011 and in effect pending completion of judicial review proceedings and subject to a new draft rule proposed in December 2018 that reverses certain findings that served as the basis for MATS;
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implementation of the EPA’s August 2014 final rule on cooling water intake structures for power plants;
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more stringent EPA requirements governing management and disposal of coal ash pursuant to a rule finalized in December 2014 and new amendments effective as of August 2018; and
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implementation of the EPA’s November 2015 final rule setting effluent discharge limits on the levels of metals that can be discharged from power plants.
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changes or variations in geologic, hydrologic or other conditions, such as the thickness of the coal deposits and the amount of rock, clay or other non-coal material embedded in or overlying the coal deposit;
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mining, processing and loading equipment failures and unexpected maintenance problems;
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limited availability or increased costs of mining, processing and loading equipment and parts and other materials from suppliers;
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difficulties associated with mining under or around surface obstacles;
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unfavorable conditions with respect to proximity to and availability, reliability and cost of transportation facilities;
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adverse weather and natural disasters, such as heavy snows, heavy rains and flooding, lightning strikes, hurricanes or earthquakes;
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accidental mine water discharges, coal slurry releases and failures of an impoundment or refuse area;
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mine safety accidents, including fires and explosions from methane and other sources;
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hazards or occurrences that could result in personal injury and loss of life;
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a shortage of skilled and unskilled labor;
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security breaches or terroristic acts;
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strikes and other labor-related interruptions;
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delays or difficulties in, the unavailability of, or unexpected increases in the cost of acquiring, developing or permitting new acquisitions from the federal government and other new mining reserves and surface rights;
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competition and/or conflicts with other natural resource extraction activities and production within our operating areas;
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the termination of material contracts by state or other governmental authorities; and
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fatalities, personal injuries or property damage arising from train derailments, mined material or overburden leaving permit boundaries, underground mine blowouts, impoundment failures, subsidence or other unexpected incidents.
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geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;
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historical production from the area compared with production from other similar producing areas;
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the assumed effects of regulation and taxes by governmental agencies; and
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assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.
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uncertainties in assessing the value, strengths, and potential profitability, and identifying the extent of all weaknesses, risks, contingent liabilities and other liabilities of acquisition candidates and strategic partners;
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the potential loss of key customers, management and employees of an acquired business;
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the ability to achieve identified operating and financial synergies from an acquisition or other strategic transactions in the amounts and on the time frame due to inaccurate assumptions underlying estimates of expected cost savings, the deterioration of general industry and business conditions, unanticipated legal, insurance and financial compliance costs, or other factors;
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the ability of management to manage successfully our exposure to pending and potential litigation and regulatory obligations;
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unanticipated increases in competition that limit our ability to expand our business or capitalize on expected business opportunities, including retaining current customers; and
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unanticipated changes in business, industry, market, or general economic conditions that differ from the assumptions underlying our rationale for pursuing the acquisition or other strategic transactions.
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coordinating management and personnel and managing different corporate cultures;
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applying our safety and environmental programs at acquired mines and facilities;
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establishing, testing and maintaining effective internal control processes and systems of financial reporting for the acquired business;
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the diversion of our management’s and our finance and accounting staff’s resources and time commitments, and the disruption of either our or the acquired company’s ongoing businesses;
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tax costs or inefficiencies; and
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inconsistencies in standards, information technology systems, procedures or policies.
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make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
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force us to seek additional capital, restructure or refinance our debts, or sell assets;
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cause us to be less able to take advantage of significant business opportunities such as acquisition opportunities and to react to changes in market or industry conditions;
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cause us to use a portion of our cash flow from operations for debt service, reducing the availability of working capital and delaying or preventing investments, capital expenditures, research and development and other business activities;
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cause us to be more vulnerable to general adverse economic and industry conditions;
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expose us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;
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expose us to the risk of foreclosure on substantially all of our assets and those of most of our subsidiaries, which secure certain of our indebtedness if we default on payment or are unable to comply with covenants or restrictions in any of the agreements;
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limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
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result in a downgrade in the credit ratings of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more restrictive covenants, all of which could affect our internal cost of capital estimates and therefore impact operational and investment decisions.
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institute a more comprehensive compliance function;
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comply with rules promulgated by the NYSE;
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prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
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establish new internal policies; and
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retain and involve to a greater degree outside counsel and accountants in the above activities.
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our operating and financial performance, including reserve estimates;
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an unexpected mine or environmental incident;
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quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;
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the public reaction to our press releases, our other public announcements and our filings with the SEC;
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strategic actions by our competitors;
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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
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speculation in the press or investment community;
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research analysts’ coverage of our common stock, or their failure to cover our common stock;
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sales of our common stock by us, our directors or officers or the selling stockholders or the perception that such sales may occur;
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our payment of dividends;
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changes in accounting principles, policies, guidance, interpretations or standards;
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additions or departures of key management personnel;
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actions by our stockholders;
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general market conditions, including fluctuations in commodity prices;
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public sentiment regarding climate change and fossil fuels;
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domestic and international economic, legal and regulatory factors unrelated to our performance; and
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the realization of any risks described under this “Risk Factors” section or described elsewhere in this document.
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“Proven (Measured) Reserves.” Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
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“Probable (Indicated) Reserves.” Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
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Recoverable Reserves
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Reportable Segment
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Location
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Reserves
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Proven
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Probable
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Assigned
(2)
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Unassigned
(2)
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CAPP - Met
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Deep Mine 41
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Virginia
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35,479
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27,624
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7,855
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35,479
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—
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Road Fork 52
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West Virginia
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18,818
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8,786
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10,032
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18,818
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—
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CAPP - Met Other
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Virginia, West Virginia
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592,301
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402,498
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189,803
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332,065
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260,236
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CAPP - Thermal
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West Virginia
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49,779
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26,666
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23,113
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49,224
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555
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NAPP
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Cumberland
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Pennsylvania
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116,293
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88,633
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27,660
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24,095
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92,198
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NAPP Other
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Pennsylvania
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535,695
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331,299
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204,396
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138,787
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|
|
396,908
|
|
|
|
|
|
1,348,365
|
|
|
885,506
|
|
|
462,859
|
|
|
598,468
|
|
|
749,897
|
|
|
|
Reserve Control
|
|
By Permit Status
|
|
By Coal Market Type
(2)
|
||||||||||||
Reportable Segment
|
|
Owned
|
|
Leased
|
|
Permitted
|
|
Not Permitted
|
|
Met
|
|
Thermal
|
||||||
CAPP - Met
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Deep Mine 41
|
|
—
|
|
|
35,479
|
|
|
29,768
|
|
|
5,711
|
|
|
35,479
|
|
|
—
|
|
Road Fork 52
|
|
145
|
|
|
18,673
|
|
|
3,301
|
|
|
15,517
|
|
|
18,818
|
|
|
—
|
|
CAPP - Met Other
|
|
104,254
|
|
|
488,047
|
|
|
181,391
|
|
|
410,910
|
|
|
554,790
|
|
|
37,511
|
|
CAPP - Thermal
|
|
9,802
|
|
|
39,977
|
|
|
44,005
|
|
|
5,774
|
|
|
11,938
|
|
|
37,841
|
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cumberland
|
|
18,572
|
|
|
97,721
|
|
|
24,095
|
|
|
92,198
|
|
|
—
|
|
|
116,293
|
|
NAPP Other
|
|
293,985
|
|
|
241,710
|
|
|
13,858
|
|
|
521,837
|
|
|
44,180
|
|
|
491,515
|
|
|
|
426,758
|
|
|
921,607
|
|
|
296,418
|
|
|
1,051,947
|
|
|
665,205
|
|
|
683,160
|
|
|
|
|
|
|
Sulfur Content
|
|
Average Btu
|
||||||||||||
Reportable Segment
|
Reserves
|
|
Primary Coal Type
|
|
<1% Sulfur
|
|
1 - 1.5% Sulfur
|
|
>1.5% Sulfur
|
|
>12,500
|
|
<12,500
|
||||||
CAPP - Met
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deep Mine 41
|
35,479
|
|
|
MVM
|
|
35,479
|
|
|
—
|
|
|
—
|
|
|
35,479
|
|
|
—
|
|
Road Fork 52
|
18,818
|
|
|
LVM
|
|
18,818
|
|
|
—
|
|
|
—
|
|
|
18,818
|
|
|
—
|
|
CAPP - Met Other
|
592,301
|
|
|
HVM
|
|
441,870
|
|
|
137,858
|
|
|
12,573
|
|
|
569,353
|
|
|
22,948
|
|
CAPP - Thermal
|
49,779
|
|
|
T
|
|
49,779
|
|
|
—
|
|
|
—
|
|
|
39,977
|
|
|
9,802
|
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumberland
|
116,293
|
|
|
T
|
|
—
|
|
|
—
|
|
|
116,293
|
|
|
116,293
|
|
|
—
|
|
NAPP Other
|
535,695
|
|
|
T
|
|
73,633
|
|
|
—
|
|
|
462,062
|
|
|
472,381
|
|
|
63,314
|
|
|
1,348,365
|
|
|
|
|
619,579
|
|
|
137,858
|
|
|
590,928
|
|
|
1,252,301
|
|
|
96,064
|
|
|
|
|
|
|
|
|
|
Transportation
|
|||
Reportable Segment
|
|
Reserves (thousands of short tons)
(1)
|
|
Type
(2)
|
|
Mining Equipment
(3)
|
|
Rail
|
|
Other
(4)
|
|
CAPP - Met
|
|
|
|
|
|
|
|
|
|
|
|
Deep Mine 41
|
|
35,479
|
|
|
U
|
|
CM
|
|
CSX
|
|
B
|
Road Fork 52
|
|
18,818
|
|
|
U
|
|
CM
|
|
NS
|
|
B
|
CAPP - Met Other
|
|
592,301
|
|
|
U/S
|
|
CM/S/H
|
|
NS/CSX
|
|
B
|
CAPP - Thermal
|
|
49,779
|
|
|
U
|
|
CM
|
|
NS/CSX
|
|
B
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
Cumberland
|
|
116,293
|
|
|
U
|
|
LW
|
|
NS/CSX
|
|
B
|
NAPP Other
|
|
535,695
|
|
|
U
|
|
LW
|
|
NS/CSX
|
|
B
|
|
|
1,348,365
|
|
|
|
|
|
|
|
|
|
|
|
Preparation Plant(s)
|
||||
Reportable Segment/Preparation Plant
|
|
Capacity
(short tons per hr)
(1)
|
|
Utilization %
|
|
Source of Power
|
CAPP - Met
|
|
|
|
|
|
|
McClure
|
|
1,000
|
|
67%
|
|
MP2 Energy
|
Toms Creek
|
|
1,050
|
|
42%
|
|
Old Dominion
|
Bandmill
|
|
1,200
|
|
55%
|
|
AEP
|
Marfork
|
|
2,400
|
|
70%
|
|
AEP
|
NAPP
|
|
|
|
|
|
|
Cumberland
|
|
1,700
|
|
88%
|
|
West Penn Power
|
2018
|
|
High
|
|
Low
|
First Quarter
|
|
$69.00
|
|
$61.00
|
Second Quarter
|
|
$80.00
|
|
$62.25
|
Third Quarter
|
|
$81.00
|
|
$66.00
|
Fourth Quarter
|
|
$80.00
|
|
$60.76
|
2017
|
|
High
|
|
Low
|
First Quarter
|
|
$71.25
|
|
$58.00
|
Second Quarter
|
|
$78.00
|
|
$65.05
|
Third Quarter
|
|
$70.00
|
|
$55.00
|
Fourth Quarter
|
|
$61.50
|
|
$54.00
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Programs
(2)
|
|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Programs
|
||||||
October 1, 2018 through October 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2018 through November 30, 2018
|
4,224
|
|
|
$
|
75.00
|
|
|
—
|
|
|
$
|
—
|
|
December 1, 2018 through December 31, 2018
|
1,590
|
|
|
$
|
67.29
|
|
|
223,218
|
|
|
$
|
—
|
|
|
5,814
|
|
|
|
|
223,218
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
|
For the Period from July 26, 2016 to December 31, 2016
|
|
|
For the Period from January 1, 2016 to July 25, 2016
|
|
For the Year Ended December 31, 2015
|
|
For the Year Ended December 31, 2014
|
||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Coal revenues
|
$
|
2,020,889
|
|
|
$
|
1,392,481
|
|
|
$
|
431,692
|
|
|
|
$
|
344,692
|
|
|
$
|
816,010
|
|
|
$
|
1,027,387
|
|
Freight and handling revenues
|
—
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
|
98,109
|
|
||||||
Other revenues
|
10,316
|
|
|
10,086
|
|
|
4,060
|
|
|
|
14,343
|
|
|
12,774
|
|
|
17,262
|
|
||||||
Total revenues
|
2,031,205
|
|
|
1,649,969
|
|
|
506,296
|
|
|
|
411,111
|
|
|
926,021
|
|
|
1,142,758
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of coal sales (exclusive of items shown separately below)
|
1,297,990
|
|
|
1,079,895
|
|
|
319,790
|
|
|
|
305,276
|
|
|
704,297
|
|
|
767,513
|
|
||||||
Freight and handling costs
|
363,128
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
|
98,109
|
|
||||||
Depreciation, depletion and amortization
|
77,549
|
|
|
34,910
|
|
|
5,973
|
|
|
|
66,076
|
|
|
149,197
|
|
|
148,137
|
|
||||||
Accretion on asset retirement obligations
|
9,966
|
|
|
9,934
|
|
|
4,800
|
|
|
|
5,005
|
|
|
5,696
|
|
|
3,098
|
|
||||||
Amortization of acquired intangibles, net
|
(5,392
|
)
|
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
|
2,223
|
|
|
420
|
|
||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)
|
59,271
|
|
|
67,459
|
|
|
19,135
|
|
|
|
29,568
|
|
|
44,158
|
|
|
52,256
|
|
||||||
Asset impairment and restructuring
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,096
|
|
|
297,425
|
|
|
6,732
|
|
||||||
Goodwill impairment
(2)
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
70,017
|
|
|||||||
Merger related costs
|
51,800
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Secondary offering costs
(3)
|
—
|
|
|
4,491
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mark-to-market adjustment for acquisition-related obligations
|
24
|
|
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on settlement of acquisition-related obligations
|
(580
|
)
|
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other expenses
|
(16,311
|
)
|
|
178
|
|
|
—
|
|
|
|
2,184
|
|
|
(99
|
)
|
|
2,220
|
|
||||||
Total costs and expenses
|
1,837,445
|
|
|
1,467,611
|
|
|
470,907
|
|
|
|
474,848
|
|
|
1,300,134
|
|
|
1,148,502
|
|
||||||
Income (loss) from operations
|
193,760
|
|
|
182,358
|
|
|
35,389
|
|
|
|
(63,737
|
)
|
|
(374,113
|
)
|
|
(5,744
|
)
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(38,810
|
)
|
|
(35,977
|
)
|
|
(20,496
|
)
|
|
|
(2
|
)
|
|
(28
|
)
|
|
(101
|
)
|
||||||
Interest income
|
1,949
|
|
|
210
|
|
|
23
|
|
|
|
19
|
|
|
4
|
|
|
4
|
|
||||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
(33,975
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss on modification and extinguishment of debt
|
(12,042
|
)
|
|
(38,701
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Bargain purchase gain
|
—
|
|
|
1,011
|
|
|
7,719
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity loss in affiliates
|
(6,112
|
)
|
|
(3,339
|
)
|
|
(2,287
|
)
|
|
|
(2,735
|
)
|
|
(7,712
|
)
|
|
(9,831
|
)
|
||||||
Miscellaneous income, net
|
(1,254
|
)
|
|
194
|
|
|
(139
|
)
|
|
|
(13,978
|
)
|
|
(20,904
|
)
|
|
(20,441
|
)
|
||||||
Total other expense, net
|
(56,269
|
)
|
|
(76,602
|
)
|
|
(49,155
|
)
|
|
|
(16,696
|
)
|
|
(28,640
|
)
|
|
(30,369
|
)
|
||||||
Income (loss) from continuing operations before reorganization items and income taxes
|
137,491
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(80,433
|
)
|
|
(402,753
|
)
|
|
(36,113
|
)
|
||||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(20,989
|
)
|
|
(10,085
|
)
|
|
—
|
|
||||||
Income (loss) from continuing operations before income taxes
|
137,491
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(101,422
|
)
|
|
(412,838
|
)
|
|
(36,113
|
)
|
||||||
Income tax benefit
|
165,363
|
|
|
67,979
|
|
|
1,920
|
|
|
|
39,881
|
|
|
155,052
|
|
|
4,476
|
|
||||||
Net income (loss) from continuing operations
|
302,854
|
|
|
173,735
|
|
|
(11,846
|
)
|
|
|
(61,541
|
)
|
|
(257,786
|
)
|
|
(31,637
|
)
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
|
For the Period from July 26, 2016 to December 31, 2016
|
|
|
For the Period from January 1, 2016 to July 25, 2016
|
|
For the Year Ended December 31, 2015
|
|
For the Year Ended December 31, 2014
|
||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income from discontinued operations before income taxes
|
(4,994
|
)
|
|
(36,894
|
)
|
|
1,467
|
|
|
|
(679
|
)
|
|
(259,317
|
)
|
|
(33,972
|
)
|
||||||
Income tax benefit (expense) from discontinued operations
|
1,305
|
|
|
17,681
|
|
|
(551
|
)
|
|
|
(4,992
|
)
|
|
99,543
|
|
|
13,264
|
|
||||||
(Loss) income from discontinued operations
|
(3,689
|
)
|
|
(19,213
|
)
|
|
916
|
|
|
|
(5,671
|
)
|
|
(159,774
|
)
|
|
(20,708
|
)
|
||||||
Net income (loss)
|
$
|
299,165
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
$
|
(417,560
|
)
|
|
$
|
(52,345
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic income (loss) per common share:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
27.61
|
|
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
|
|
||||||
(Loss) income from discontinued operations
|
(0.33
|
)
|
|
(1.89
|
)
|
|
0.09
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
$
|
27.28
|
|
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted income (loss) per common share:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
25.86
|
|
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
|
|
||||||
(Loss) income from discontinued operations
|
(0.32
|
)
|
|
(1.78
|
)
|
|
0.09
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
$
|
25.54
|
|
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average shares - basic
|
10,967,014
|
|
|
10,216,464
|
|
|
10,309,310
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares - diluted
|
11,712,653
|
|
|
10,770,005
|
|
|
10,309,310
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of Cash Flows Data:
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
$
|
158,381
|
|
|
$
|
314,260
|
|
|
$
|
21,459
|
|
|
|
$
|
77,029
|
|
|
$
|
155,052
|
|
|
$
|
165,103
|
|
Investing activities
|
$
|
102,196
|
|
|
$
|
(121,307
|
)
|
|
$
|
108,352
|
|
|
|
$
|
(25,029
|
)
|
|
$
|
(97,034
|
)
|
|
$
|
(114,561
|
)
|
Financing activities
|
$
|
22,709
|
|
|
$
|
(170,282
|
)
|
|
$
|
41,478
|
|
|
|
$
|
(35,822
|
)
|
|
$
|
(53,585
|
)
|
|
$
|
(50,568
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
As of December 31,
|
|
|
As of July 25, 2016
|
|
As of December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
|
2015
|
|
2014
|
|||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
233,599
|
|
|
$
|
141,924
|
|
|
$
|
127,948
|
|
|
|
$
|
100
|
|
|
$
|
227
|
|
|
$
|
6
|
|
Working capital
(6)
|
$
|
473,782
|
|
|
$
|
234,595
|
|
|
$
|
222,917
|
|
|
|
$
|
(3,888
|
)
|
|
$
|
76,711
|
|
|
$
|
56,209
|
|
Total current and non-current assets - discontinued operations
|
$
|
22,475
|
|
|
$
|
48,130
|
|
|
$
|
190,454
|
|
|
|
$
|
401,543
|
|
|
$
|
404,363
|
|
|
$
|
679,851
|
|
Total assets
|
$
|
2,746,058
|
|
|
$
|
836,600
|
|
|
$
|
946,752
|
|
|
|
$
|
1,590,256
|
|
|
$
|
1,715,410
|
|
|
$
|
2,429,213
|
|
Notes payable and long-term debt, including current portion, net
|
$
|
588,012
|
|
|
$
|
372,703
|
|
|
$
|
346,994
|
|
|
|
$
|
95
|
|
|
$
|
136
|
|
|
$
|
1,867
|
|
Total current and non-current liabilities - discontinued operations
|
$
|
21,986
|
|
|
$
|
61,876
|
|
|
$
|
164,709
|
|
|
|
$
|
225,964
|
|
|
$
|
197,383
|
|
|
$
|
241,173
|
|
Total liabilities
(7)
|
$
|
1,674,918
|
|
|
$
|
743,952
|
|
|
$
|
909,528
|
|
|
|
$
|
470,003
|
|
|
$
|
501,513
|
|
|
$
|
764,871
|
|
Stockholders’ equity/Predecessor business equity
|
$
|
1,071,140
|
|
|
$
|
92,648
|
|
|
$
|
37,224
|
|
|
|
$
|
1,120,253
|
|
|
$
|
1,213,897
|
|
|
$
|
1,664,342
|
|
(1)
|
Asset impairment and restructuring expenses for 2015 include long-lived asset impairment charges of $224,139 and $72,012 related to asset groups within the NAPP and CAPP - Met segments, respectively.
|
(2)
|
Goodwill impairment for 2014 includes impairment charges of $70,017 within the CAPP - Met segment.
|
(3)
|
Secondary offering costs reflect expenses incurred in connection with the withdrawn secondary offering of our common stock.
|
(4)
|
Historical basic income (loss) per share is calculated based on the weighted average common shares outstanding for the year ended December 31, 2018, December 31, 2017 and for the period from July 26, 2016 to December 31, 2016. For the year ended December 31, 2018 and December 31, 2017, the dilutive effect of stock options and other stock-based instruments is considered when calculating the diluted earnings per share as the Company generated net income during these periods. There was no dilutive effect to common shares outstanding for the period from July 26, 2016 to December 31, 2016 as in periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share.
|
(5)
|
Cash flow data includes discontinued operations.
|
(6)
|
Working capital (current assets minus current liabilities) calculation includes cash and cash equivalents but excludes discontinued operations.
|
(7)
|
Total liabilities as of July 25, 2016 and December 31, 2015 include $35,693 and $72,242, respectively, of liabilities subject to compromise related to Alpha’s bankruptcy filing.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Coal revenues:
|
|
|
|
|
|
|
|
|||||||
Thermal
|
$
|
—
|
|
|
$
|
339,599
|
|
|
$
|
(339,599
|
)
|
|
(100.0
|
)%
|
Tons sold:
|
|
|
|
|
|
|
|
|||||||
Thermal
|
—
|
|
|
31,102
|
|
|
(31,102
|
)
|
|
(100.0
|
)%
|
|||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|||||||
Thermal
|
$
|
—
|
|
|
$
|
10.92
|
|
|
$
|
(10.92
|
)
|
|
(100.0
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||||||||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
||||||
Coal revenues:
|
|
|
|
|
|
|
|
|
||||||
Thermal
|
$
|
180,555
|
|
|
35.7
|
%
|
|
|
$
|
192,629
|
|
|
46.9
|
%
|
Tons sold:
|
|
|
|
|
|
|
|
|
||||||
Thermal
|
16,674
|
|
|
|
|
|
17,225
|
|
|
|
||||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|
||||||
Thermal
|
$
|
10.83
|
|
|
|
|
|
$
|
11.18
|
|
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Cost of coal sales:
|
$
|
—
|
|
|
$
|
311,119
|
|
|
$
|
(311,119
|
)
|
|
(100.0
|
)%
|
Tons sold:
|
—
|
|
|
31,102
|
|
|
(31,102
|
)
|
|
(100.0
|
)%
|
|||
Cost of coal sales per ton:
|
$
|
—
|
|
|
$
|
10.00
|
|
|
$
|
(10.00
|
)
|
|
(100.0
|
)%
|
Coal margin per ton
(1)
:
|
$
|
—
|
|
|
$
|
0.92
|
|
|
$
|
(0.92
|
)
|
|
(100.0
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||||||||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
||||||
Cost of coal sales:
|
$
|
140,803
|
|
|
27.8
|
%
|
|
|
$
|
164,920
|
|
|
40.1
|
%
|
Tons sold:
|
16,674
|
|
|
|
|
|
17,225
|
|
|
|
||||
Cost of coal sales per ton:
|
$
|
8.44
|
|
|
|
|
|
$
|
9.57
|
|
|
|
||
Coal margin per ton
(1)
:
|
$
|
2.39
|
|
|
|
|
|
$
|
1.61
|
|
|
|
•
|
Coal Quality.
The energy content or heat value of thermal coal is a significant factor influencing coal prices as higher energy coal is more desirable to consumers and typically commands a higher price in the market. The heat value of coal is commonly measured in British thermal units or the amount of heat needed to raise the temperature of one pound of water by one degree Fahrenheit. Coal from the eastern and midwest regions of the United States tends to have a higher heat value than coal found in the western United States. Coal volatility is a significant factor influencing met coal pricing as coal with a lower volatility has historically been more highly valued and typically commands a higher price in the market. The volatility refers to the loss in mass, less moisture, when coal is heated in the absence of air. The volatility of met coal determines the percentage of feed coal that actually becomes coke, known as coke yield, with lower volatility producing a higher coke yield.
|
•
|
Market Conventions.
Coal sales contracts are priced according to conventions specific to the market into which such coal is to be sold. Our domestic sales contracts are typically priced free on board (“FOB”) at our mines and on a short ton basis. Our international sales contracts are typically priced FOB at the shipping port from which such coal is delivered and on a metric ton basis. Accordingly, for international sales contracts, we typically bear the cost of transportation from our mines to the applicable outbound shipping port, and our coal sales realization per ton calculation reflects the conversion of such tonnage from metric tons into short tons, as well as the elimination of the freight and handling fulfillment component of coal sales revenue. In addition, for domestic sales contracts, as customers typically bear the cost of transportation from our mines, our operations located further away from the end user of the coal may command lower prices.
|
•
|
Regional Supply and Demand.
Our realized price per ton is influenced by market forces of the regional market into which such coal is to be sold. Market pricing may vary according to region and lead to different discounts or premiums to the most directly comparable benchmark price for such coal product.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
(In thousands, except for per ton data)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Cost of coal sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of produced coal sold
|
$
|
360,164
|
|
|
$
|
34,690
|
|
|
$
|
238,876
|
|
|
$
|
—
|
|
|
$
|
220
|
|
|
$
|
633,950
|
|
Cost of purchased coal sold
|
49,383
|
|
|
2,185
|
|
|
—
|
|
|
587,857
|
|
|
—
|
|
|
639,425
|
|
||||||
Cost impact of coal inventory fair value adjustment
(1)
|
11,547
|
|
|
5,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,064
|
|
||||||
Idle and closed mine costs
|
3,852
|
|
|
202
|
|
|
2,776
|
|
|
—
|
|
|
721
|
|
|
7,551
|
|
||||||
Total cost of coal sales
|
$
|
424,946
|
|
|
$
|
42,594
|
|
|
$
|
241,652
|
|
|
$
|
587,857
|
|
|
$
|
941
|
|
|
$
|
1,297,990
|
|
Tons sold
|
5,196
|
|
|
632
|
|
|
6,273
|
|
|
5,486
|
|
|
—
|
|
|
17,587
|
|
||||||
Cost of coal sales per ton
|
$
|
81.78
|
|
|
$
|
67.40
|
|
|
$
|
38.52
|
|
|
$
|
107.16
|
|
|
$
|
—
|
|
|
$
|
73.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total cost of coal sales
|
$
|
424,946
|
|
|
$
|
42,594
|
|
|
$
|
241,652
|
|
|
$
|
587,857
|
|
|
$
|
941
|
|
|
$
|
1,297,990
|
|
Less: cost of purchased coal sold
|
(49,383
|
)
|
|
(2,185
|
)
|
|
—
|
|
|
(587,857
|
)
|
|
—
|
|
|
(639,425
|
)
|
||||||
Less: cost impact of coal inventory fair value adjustment
|
(11,547
|
)
|
|
(5,517
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,064
|
)
|
||||||
Less: idle and closed mine costs
|
(3,852
|
)
|
|
(202
|
)
|
|
(2,776
|
)
|
|
—
|
|
|
(721
|
)
|
|
(7,551
|
)
|
||||||
Cost of produced coal sold
|
$
|
360,164
|
|
|
$
|
34,690
|
|
|
$
|
238,876
|
|
|
$
|
—
|
|
|
$
|
220
|
|
|
$
|
633,950
|
|
Produced tons sold
|
4,750
|
|
|
595
|
|
|
6,273
|
|
|
—
|
|
|
—
|
|
|
11,618
|
|
||||||
Cost of produced coal sold per ton
|
$
|
75.82
|
|
|
$
|
58.30
|
|
|
$
|
38.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54.57
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
(In thousands, except for per ton data)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Cost of coal sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of produced coal sold
|
$
|
267,121
|
|
|
$
|
—
|
|
|
$
|
248,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
515,465
|
|
Cost of purchased coal sold
|
14,734
|
|
|
—
|
|
|
47
|
|
|
543,148
|
|
|
—
|
|
|
557,929
|
|
||||||
Idle and closed mine costs
|
2,779
|
|
|
—
|
|
|
3,722
|
|
|
—
|
|
|
—
|
|
|
6,501
|
|
||||||
Total cost of coal sales
|
$
|
284,634
|
|
|
$
|
—
|
|
|
$
|
252,113
|
|
|
$
|
543,148
|
|
|
$
|
—
|
|
|
$
|
1,079,895
|
|
Tons sold
|
3,901
|
|
|
—
|
|
|
6,904
|
|
|
4,852
|
|
|
—
|
|
|
15,657
|
|
||||||
Cost of coal sales per ton
|
$
|
72.96
|
|
|
$
|
—
|
|
|
$
|
36.52
|
|
|
$
|
111.94
|
|
|
$
|
—
|
|
|
$
|
68.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total cost of coal sales
|
$
|
284,634
|
|
|
$
|
—
|
|
|
$
|
252,113
|
|
|
$
|
543,148
|
|
|
$
|
—
|
|
|
$
|
1,079,895
|
|
Less: cost of purchased coal sold
|
(14,734
|
)
|
|
—
|
|
|
(47
|
)
|
|
(543,148
|
)
|
|
—
|
|
|
(557,929
|
)
|
||||||
Less: idle and closed mine costs
|
(2,779
|
)
|
|
—
|
|
|
(3,722
|
)
|
|
—
|
|
|
—
|
|
|
(6,501
|
)
|
||||||
Cost of produced coal sold
|
$
|
267,121
|
|
|
$
|
—
|
|
|
$
|
248,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
515,465
|
|
Produced tons sold
|
3,757
|
|
|
—
|
|
|
6,902
|
|
|
—
|
|
|
—
|
|
|
10,659
|
|
||||||
Cost of produced coal sold per ton
|
$
|
71.10
|
|
|
$
|
—
|
|
|
$
|
35.98
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.36
|
|
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||||||
(In thousands, except for per ton data)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Cost of coal sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of produced coal sold
|
$
|
77,291
|
|
|
$
|
—
|
|
|
$
|
83,744
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
161,064
|
|
Cost of purchased coal sold
|
14,321
|
|
|
—
|
|
|
17,349
|
|
|
122,667
|
|
|
—
|
|
|
154,337
|
|
||||||
Idle and closed mine costs
|
1,129
|
|
|
—
|
|
|
3,260
|
|
|
—
|
|
|
—
|
|
|
4,389
|
|
||||||
Total cost of coal sales
|
$
|
92,741
|
|
|
—
|
|
|
$
|
104,353
|
|
|
$
|
122,667
|
|
|
$
|
29
|
|
|
$
|
319,790
|
|
|
Tons sold
|
1,388
|
|
|
—
|
|
|
2,888
|
|
|
1,531
|
|
|
—
|
|
|
5,807
|
|
||||||
Cost of coal sales per ton
|
$
|
66.82
|
|
|
$
|
—
|
|
|
$
|
36.13
|
|
|
$
|
80.12
|
|
|
$
|
—
|
|
|
$
|
55.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total cost of coal sales
|
$
|
92,741
|
|
|
$
|
—
|
|
|
$
|
104,353
|
|
|
$
|
122,667
|
|
|
$
|
29
|
|
|
$
|
319,790
|
|
Less: cost of purchased coal sold
|
(14,321
|
)
|
|
—
|
|
|
(17,349
|
)
|
|
(122,667
|
)
|
|
—
|
|
|
(154,337
|
)
|
||||||
Less: idle and closed mine costs
|
(1,129
|
)
|
|
—
|
|
|
(3,260
|
)
|
|
—
|
|
|
—
|
|
|
(4,389
|
)
|
||||||
Cost of produced coal sold
|
$
|
77,291
|
|
|
$
|
—
|
|
|
$
|
83,744
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
161,064
|
|
Produced tons sold
|
1,302
|
|
|
—
|
|
|
2,402
|
|
|
—
|
|
|
—
|
|
|
3,704
|
|
||||||
Cost of produced coal sold per ton
|
$
|
59.36
|
|
|
$
|
—
|
|
|
$
|
34.86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43.48
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Coal revenues:
|
|
|
|
|
|
|
|
|||||||
Met
|
$
|
1,378,747
|
|
|
$
|
1,105,819
|
|
|
$
|
272,928
|
|
|
24.7
|
%
|
Thermal
|
279,014
|
|
|
286,662
|
|
|
(7,648
|
)
|
|
(2.7
|
)%
|
|||
Freight and handling fulfillment revenues
(1)
|
363,128
|
|
|
247,402
|
|
|
115,726
|
|
|
46.8
|
%
|
|||
Other revenues
|
10,316
|
|
|
10,086
|
|
|
230
|
|
|
2.3
|
%
|
|||
Total revenues
|
$
|
2,031,205
|
|
|
$
|
1,649,969
|
|
|
$
|
381,236
|
|
|
23.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Tons sold:
|
|
|
|
|
|
|
|
|||||||
Met
|
11,121
|
|
|
8,916
|
|
|
2,205
|
|
|
24.7
|
%
|
|||
Thermal
|
6,466
|
|
|
6,741
|
|
|
(275
|
)
|
|
(4.1
|
)%
|
|||
Total
|
17,587
|
|
|
15,657
|
|
|
1,930
|
|
|
12.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal sales realization per ton
(2)
:
|
|
|
|
|
|
|
|
|||||||
Met
|
$
|
123.98
|
|
|
$
|
124.03
|
|
|
$
|
(0.05
|
)
|
|
—
|
%
|
Thermal
|
$
|
43.15
|
|
|
$
|
42.53
|
|
|
$
|
0.62
|
|
|
1.5
|
%
|
Average
|
$
|
94.26
|
|
|
$
|
88.94
|
|
|
$
|
5.32
|
|
|
6.0
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Coal revenues
(2)
:
|
|
|
|
|
|
|
|
|||||||
CAPP - Met operations
|
$
|
649,041
|
|
|
$
|
458,806
|
|
|
$
|
190,235
|
|
|
41.5
|
%
|
CAPP - Thermal operations
|
35,685
|
|
|
—
|
|
|
35,685
|
|
|
100.0
|
%
|
|||
NAPP operations
|
281,175
|
|
|
301,789
|
|
|
(20,614
|
)
|
|
(6.8
|
)%
|
|||
Trading and Logistics operations
|
691,860
|
|
|
631,886
|
|
|
59,974
|
|
|
9.5
|
%
|
|||
Total coal revenues
|
$
|
1,657,761
|
|
|
$
|
1,392,481
|
|
|
$
|
265,280
|
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Tons sold:
|
|
|
|
|
|
|
|
|
||||||
CAPP - Met operations
|
5,196
|
|
|
3,901
|
|
|
1,295
|
|
|
33.2
|
%
|
|||
CAPP - Thermal operations
|
632
|
|
|
—
|
|
|
632
|
|
|
100.0
|
%
|
|||
NAPP operations
|
6,273
|
|
|
6,904
|
|
|
(631
|
)
|
|
(9.1
|
)%
|
|||
Trading and Logistics operations
|
5,486
|
|
|
4,852
|
|
|
634
|
|
|
13.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Coal sales realization per ton
(2)
:
|
|
|
|
|
|
|
|
|
||||||
CAPP - Met operations
|
$
|
124.91
|
|
|
$
|
117.61
|
|
|
$
|
7.30
|
|
|
6.2
|
%
|
CAPP - Thermal operations
|
$
|
56.46
|
|
|
$
|
—
|
|
|
$
|
56.46
|
|
|
100.0
|
%
|
NAPP operations
|
$
|
44.82
|
|
|
$
|
43.71
|
|
|
$
|
1.11
|
|
|
2.5
|
%
|
Trading and Logistics operations
|
$
|
126.11
|
|
|
$
|
130.23
|
|
|
$
|
(4.12
|
)
|
|
(3.2
|
)%
|
Average
|
$
|
94.26
|
|
|
$
|
88.94
|
|
|
$
|
5.32
|
|
|
6.0
|
%
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
1,297,990
|
|
|
$
|
1,079,895
|
|
|
$
|
218,095
|
|
|
20.2
|
%
|
Freight and handling costs
|
363,128
|
|
|
247,402
|
|
|
115,726
|
|
|
46.8
|
%
|
|||
Depreciation, depletion and amortization
|
77,549
|
|
|
34,910
|
|
|
42,639
|
|
|
122.1
|
%
|
|||
Accretion on asset retirement obligations
|
9,966
|
|
|
9,934
|
|
|
32
|
|
|
0.3
|
%
|
|||
Amortization of acquired intangibles, net
|
(5,392
|
)
|
|
59,007
|
|
|
(64,399
|
)
|
|
(109.1
|
)%
|
|||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
59,271
|
|
|
67,459
|
|
|
(8,188
|
)
|
|
(12.1
|
)%
|
|||
Merger related costs
|
51,800
|
|
|
—
|
|
|
51,800
|
|
|
100.0
|
%
|
|||
Secondary offering costs
|
—
|
|
|
4,491
|
|
|
(4,491
|
)
|
|
(100.0
|
)%
|
|||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|||||
Mark-to-market adjustment for acquisition-related obligations
|
24
|
|
|
3,221
|
|
|
(3,197
|
)
|
|
(99.3
|
)%
|
|||
Gain on settlement of acquisition-related obligations
|
(580
|
)
|
|
(38,886
|
)
|
|
38,306
|
|
|
98.5
|
%
|
|||
Other (income) expense
|
(16,311
|
)
|
|
178
|
|
|
(16,489
|
)
|
|
(9,263.5
|
)%
|
|||
Total costs and expenses
|
1,837,445
|
|
|
1,467,611
|
|
|
$
|
369,834
|
|
|
25.2
|
%
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(38,810
|
)
|
|
(35,977
|
)
|
|
(2,833
|
)
|
|
(7.9
|
)%
|
|||
Interest income
|
1,949
|
|
|
210
|
|
|
1,739
|
|
|
828.1
|
%
|
|||
Loss on modification and extinguishment of debt
|
(12,042
|
)
|
|
(38,701
|
)
|
|
26,659
|
|
|
68.9
|
%
|
|||
Equity loss in affiliates
|
(6,112
|
)
|
|
(3,339
|
)
|
|
(2,773
|
)
|
|
(83.0
|
)%
|
|||
Bargain purchase gain
|
—
|
|
|
1,011
|
|
|
(1,011
|
)
|
|
(100.0
|
)%
|
|||
Miscellaneous income, net
|
(1,254
|
)
|
|
194
|
|
|
(1,448
|
)
|
|
(746.4
|
)%
|
|||
Total other expense, net
|
(56,269
|
)
|
|
(76,602
|
)
|
|
20,333
|
|
|
26.5
|
%
|
|||
Income tax benefit
|
165,363
|
|
|
67,979
|
|
|
97,384
|
|
|
143.3
|
%
|
|||
Net income from continuing operations
|
$
|
302,854
|
|
|
$
|
173,735
|
|
|
$
|
129,119
|
|
|
74.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of coal sales:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP - Met operations
|
$
|
424,946
|
|
|
$
|
284,634
|
|
|
$
|
140,312
|
|
|
49.3
|
%
|
CAPP - Thermal operations
|
$
|
42,594
|
|
|
$
|
—
|
|
|
$
|
42,594
|
|
|
100.0
|
%
|
NAPP operations
|
$
|
241,652
|
|
|
$
|
252,113
|
|
|
$
|
(10,461
|
)
|
|
(4.1
|
)%
|
Trading and Logistics operations
|
$
|
587,857
|
|
|
$
|
543,148
|
|
|
$
|
44,709
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Tons sold:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP - Met operations
|
5,196
|
|
|
3,901
|
|
|
1,295
|
|
|
33.2
|
%
|
|||
CAPP - Thermal operations
|
632
|
|
|
—
|
|
|
632
|
|
|
100.0
|
%
|
|||
NAPP operations
|
6,273
|
|
|
6,904
|
|
|
(631
|
)
|
|
(9.1
|
)%
|
|||
Trading and Logistics operations
|
5,486
|
|
|
4,852
|
|
|
634
|
|
|
13.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||
Cost of coal sales per ton:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP - Met operations
|
$
|
81.78
|
|
|
$
|
72.96
|
|
|
$
|
8.82
|
|
|
12.1
|
%
|
CAPP - Thermal operations
|
$
|
67.40
|
|
|
$
|
—
|
|
|
$
|
67.40
|
|
|
100.0
|
%
|
NAPP operations
|
$
|
38.52
|
|
|
$
|
36.52
|
|
|
$
|
2.00
|
|
|
5.5
|
%
|
Trading and Logistics operations
|
$
|
107.16
|
|
|
$
|
111.94
|
|
|
$
|
(4.78
|
)
|
|
(4.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||
Coal margin per ton
(1)
:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP - Met operations
|
$
|
43.13
|
|
|
$
|
44.65
|
|
|
$
|
(1.52
|
)
|
|
(3.4
|
)%
|
CAPP - Thermal operations
|
$
|
(10.94
|
)
|
|
$
|
—
|
|
|
$
|
(10.94
|
)
|
|
(100.0
|
)%
|
NAPP operations
|
$
|
6.30
|
|
|
$
|
7.19
|
|
|
$
|
(0.89
|
)
|
|
(12.4
|
)%
|
Trading and Logistics operations
|
$
|
18.95
|
|
|
$
|
18.29
|
|
|
$
|
0.66
|
|
|
3.6
|
%
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
(In thousands)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
193,422
|
|
|
$
|
(18,974
|
)
|
|
$
|
18,651
|
|
|
$
|
107,196
|
|
|
$
|
2,559
|
|
|
$
|
302,854
|
|
Interest expense
|
260
|
|
|
1
|
|
|
(1,286
|
)
|
|
—
|
|
|
39,835
|
|
|
38,810
|
|
||||||
Interest income
|
(22
|
)
|
|
—
|
|
|
(34
|
)
|
|
(18
|
)
|
|
(1,875
|
)
|
|
(1,949
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,363
|
)
|
|
(165,363
|
)
|
||||||
Depreciation, depletion and amortization
|
40,330
|
|
|
10,596
|
|
|
23,273
|
|
|
—
|
|
|
3,350
|
|
|
77,549
|
|
||||||
Merger related costs
|
—
|
|
|
1
|
|
|
—
|
|
|
22
|
|
|
51,777
|
|
|
51,800
|
|
||||||
Management restructuring costs
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,659
|
|
|
2,659
|
|
||||||
Non-cash stock compensation expense
|
73
|
|
|
24
|
|
|
—
|
|
|
335
|
|
|
11,546
|
|
|
11,978
|
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(580
|
)
|
|
(580
|
)
|
||||||
Gain on sale of disposal group
(2)
|
(16,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,386
|
)
|
||||||
Accretion on asset retirement obligations
|
4,430
|
|
|
1,298
|
|
|
3,764
|
|
|
—
|
|
|
474
|
|
|
9,966
|
|
||||||
Loss on modification and extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,042
|
|
|
12,042
|
|
||||||
Cost impact of coal inventory fair value adjustment
(3)
|
11,547
|
|
|
5,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,064
|
|
||||||
Amortization of acquired intangibles, net
|
2,746
|
|
|
662
|
|
|
—
|
|
|
(8,800
|
)
|
|
—
|
|
|
(5,392
|
)
|
||||||
Adjusted EBITDA
|
$
|
236,400
|
|
|
$
|
(875
|
)
|
|
$
|
44,368
|
|
|
$
|
98,735
|
|
|
$
|
(43,552
|
)
|
|
$
|
335,076
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
(In thousands)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
150,304
|
|
|
$
|
—
|
|
|
$
|
36,604
|
|
|
$
|
29,639
|
|
|
$
|
(42,812
|
)
|
|
$
|
173,735
|
|
Interest expense
|
(90
|
)
|
|
—
|
|
|
(1,505
|
)
|
|
—
|
|
|
37,572
|
|
|
35,977
|
|
||||||
Interest income
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(187
|
)
|
|
(210
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,979
|
)
|
|
(67,979
|
)
|
||||||
Depreciation, depletion and amortization
|
18,941
|
|
|
—
|
|
|
15,087
|
|
|
—
|
|
|
882
|
|
|
34,910
|
|
||||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
19,559
|
|
|
20,209
|
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,221
|
|
|
3,221
|
|
||||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
||||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|
4,491
|
|
||||||
Loss on modification and extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
||||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
(1,011
|
)
|
||||||
Accretion on asset retirement obligations
|
5,770
|
|
|
—
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
59,007
|
|
|
—
|
|
|
59,007
|
|
||||||
Expenses related to the dividend
|
115
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
6,168
|
|
|
6,367
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
175,018
|
|
|
$
|
—
|
|
|
$
|
54,433
|
|
|
$
|
89,296
|
|
|
$
|
(40,281
|
)
|
|
$
|
278,466
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|||||||
CAPP - Met operations
|
$
|
236,400
|
|
|
$
|
175,018
|
|
|
$
|
61,382
|
|
|
35.1
|
%
|
CAPP - Thermal operations
|
$
|
(875
|
)
|
|
$
|
—
|
|
|
$
|
(875
|
)
|
|
(100.0
|
)%
|
NAPP operations
|
$
|
44,368
|
|
|
$
|
54,433
|
|
|
$
|
(10,065
|
)
|
|
(18.5
|
)%
|
Trading and Logistics operations
|
$
|
98,735
|
|
|
$
|
89,296
|
|
|
$
|
9,439
|
|
|
10.6
|
%
|
All Other
|
$
|
(43,552
|
)
|
|
$
|
(40,281
|
)
|
|
$
|
(3,271
|
)
|
|
(8.1
|
)%
|
Total
|
$
|
335,076
|
|
|
$
|
278,466
|
|
|
$
|
56,610
|
|
|
20.3
|
%
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Met
|
$
|
312,503
|
|
|
61.7
|
%
|
Thermal
|
119,189
|
|
|
23.6
|
%
|
|
Freight and handling revenues
|
70,544
|
|
|
13.9
|
%
|
|
Other revenues
|
4,060
|
|
|
0.8
|
%
|
|
Total revenues
|
$
|
506,296
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Met
|
3,068
|
|
|
|
||
Thermal
|
2,739
|
|
|
|
||
Total
|
5,807
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Met
|
101.86
|
|
|
|
||
Thermal
|
43.52
|
|
|
|
||
Average
|
74.34
|
|
|
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
137,981
|
|
|
27.3
|
%
|
CAPP - Thermal operations
|
—
|
|
|
—
|
%
|
|
NAPP operations
|
129,961
|
|
|
25.7
|
%
|
|
Trading and Logistics operations
|
163,750
|
|
|
32.3
|
%
|
|
Total coal revenues
|
$
|
431,692
|
|
|
85.3
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP - Met operations
|
1,388
|
|
|
|
||
CAPP - Thermal operations
|
—
|
|
|
|
||
NAPP operations
|
2,888
|
|
|
|
||
Trading and Logistics operations
|
1,531
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
99.41
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
45.00
|
|
|
|
|
Trading and Logistics operations
|
$
|
106.96
|
|
|
|
|
Average
|
$
|
74.34
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
319,790
|
|
|
63.2
|
%
|
Freight and handling costs
|
70,544
|
|
|
13.9
|
%
|
|
Depreciation, depletion and amortization
|
5,973
|
|
|
1.2
|
%
|
|
Accretion on asset retirement obligations
|
4,800
|
|
|
0.9
|
%
|
|
Amortization of acquired intangibles, net
|
61,281
|
|
|
12.1
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
19,135
|
|
|
3.8
|
%
|
|
Mark-to-market adjustment for acquisition-related obligations
|
(10,616
|
)
|
|
(2.1
|
)%
|
|
Total costs and expenses
|
470,907
|
|
|
93.0
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(20,496
|
)
|
|
(4.0
|
)%
|
|
Interest income
|
23
|
|
|
—
|
%
|
|
Equity loss in affiliates
|
(2,287
|
)
|
|
(0.5
|
)%
|
|
Mark-to-market adjustment for warrant derivative liability
|
(33,975
|
)
|
|
(6.7
|
)%
|
|
Bargain purchase gain
|
7,719
|
|
|
1.5
|
%
|
|
Miscellaneous expense, net
|
(139
|
)
|
|
—
|
%
|
|
Total other expense, net
|
(49,155
|
)
|
|
(9.7
|
)%
|
|
Income tax benefit
|
1,920
|
|
|
0.4
|
%
|
|
Net loss from continuing operations
|
$
|
(11,846
|
)
|
|
(2.3
|
)%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP - Met operations
|
$
|
92,741
|
|
|
18.3
|
%
|
CAPP - Thermal operations
|
$
|
—
|
|
|
—
|
%
|
NAPP operations
|
$
|
104,353
|
|
|
20.6
|
%
|
Trading and Logistics operations
|
$
|
122,667
|
|
|
24.2
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP - Met operations
|
1,388
|
|
|
|
||
CAPP - Thermal operations
|
—
|
|
|
|
||
NAPP operations
|
2,888
|
|
|
|
||
Trading and Logistics operations
|
1,531
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
66.82
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
36.13
|
|
|
|
|
Trading and Logistics operations
|
$
|
80.12
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(2)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
32.59
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
8.87
|
|
|
|
|
Trading and Logistics operations
|
$
|
26.84
|
|
|
|
(1)
|
Cost of coal sales per ton exclude costs associated with our All Other category.
|
(2)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Successor
|
||||||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||||||
(In thousands)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
37,436
|
|
|
$
|
—
|
|
|
$
|
26,434
|
|
|
$
|
(22,053
|
)
|
|
$
|
(53,663
|
)
|
|
$
|
(11,846
|
)
|
Interest expense
|
97
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
20,228
|
|
|
20,496
|
|
||||||
Interest income
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(23
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
(1,920
|
)
|
||||||
Depreciation, depletion and amortization
|
6,442
|
|
|
—
|
|
|
(772
|
)
|
|
—
|
|
|
303
|
|
|
5,973
|
|
||||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
1,387
|
|
|
1,424
|
|
||||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
33,975
|
|
||||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,719
|
)
|
|
(7,719
|
)
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,616
|
)
|
|
(10,616
|
)
|
||||||
Accretion on asset retirement obligations
|
2,435
|
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
61,281
|
|
|
—
|
|
|
61,281
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
46,404
|
|
|
$
|
—
|
|
|
$
|
28,198
|
|
|
$
|
39,265
|
|
|
$
|
(18,042
|
)
|
|
$
|
95,825
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion on asset retirement obligations, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $45.8 million for the period from July 26, 2016 to December 31, 2016.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Met
|
$
|
147,557
|
|
|
35.9
|
%
|
Thermal
|
197,135
|
|
|
48.0
|
%
|
|
Freight and handling revenues
|
52,076
|
|
|
12.7
|
%
|
|
Other revenues
|
14,343
|
|
|
3.4
|
%
|
|
Total revenues
|
$
|
411,111
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Met
|
2,576
|
|
|
|
||
Thermal
|
4,424
|
|
|
|
||
Total
|
7,000
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Met
|
$
|
57.28
|
|
|
|
|
Thermal
|
$
|
44.56
|
|
|
|
|
Average
|
$
|
49.24
|
|
|
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
131,640
|
|
|
32.0
|
%
|
CAPP - Thermal operations
|
—
|
|
|
—
|
%
|
|
NAPP operations
|
204,473
|
|
|
49.7
|
%
|
|
Trading and Logistics operations
|
8,579
|
|
|
2.1
|
%
|
|
Total coal revenues
|
$
|
344,692
|
|
|
83.8
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP - Met operations
|
2,189
|
|
|
|
||
CAPP - Thermal operations
|
—
|
|
|
|
||
NAPP operations
|
4,654
|
|
|
|
||
Trading and Logistics operations
|
157
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
60.14
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
43.93
|
|
|
|
|
Trading and Logistics operations
|
$
|
54.64
|
|
|
|
|
Average
|
$
|
49.24
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
305,276
|
|
|
74.3
|
%
|
Freight and handling costs
|
52,076
|
|
|
12.7
|
%
|
|
Depreciation, depletion and amortization
|
66,076
|
|
|
16.1
|
%
|
|
Accretion on asset retirement obligations
|
5,005
|
|
|
1.2
|
%
|
|
Amortization of acquired intangibles, net
|
11,567
|
|
|
2.8
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
29,568
|
|
|
7.2
|
%
|
|
Asset impairment and restructuring
|
3,096
|
|
|
0.8
|
%
|
|
Other expenses
|
2,184
|
|
|
0.5
|
%
|
|
Total costs and expenses
|
474,848
|
|
|
115.5
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(2
|
)
|
|
—
|
%
|
|
Interest income
|
19
|
|
|
—
|
%
|
|
Equity loss in affiliates
|
(2,735
|
)
|
|
(0.7
|
)%
|
|
Miscellaneous expense, net
|
(13,978
|
)
|
|
(3.4
|
)%
|
|
Total other expense, net
|
(16,696
|
)
|
|
(4.1
|
)%
|
|
Reorganization items, net
|
(20,989
|
)
|
|
(5.1
|
)%
|
|
Income tax benefit
|
39,881
|
|
|
9.7
|
%
|
|
Net loss from continuing operations
|
$
|
(61,541
|
)
|
|
(15.0
|
)%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP - Met operations
|
$
|
129,759
|
|
|
31.6
|
%
|
CAPP - Thermal operations
|
$
|
—
|
|
|
—
|
%
|
NAPP operations
|
$
|
167,822
|
|
|
40.8
|
%
|
Trading and Logistics operations
|
$
|
7,695
|
|
|
1.9
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP - Met operations
|
2,189
|
|
|
|
||
CAPP - Thermal operations
|
—
|
|
|
|
||
NAPP operations
|
4,654
|
|
|
|
||
Trading and Logistics operations
|
157
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton
(1)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
59.28
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
36.06
|
|
|
|
|
Trading and Logistics operations
|
$
|
49.01
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(2)
:
|
|
|
|
|||
CAPP - Met operations
|
$
|
0.86
|
|
|
|
|
CAPP - Thermal operations
|
$
|
—
|
|
|
|
|
NAPP operations
|
$
|
7.87
|
|
|
|
|
Trading and Logistics operations
|
$
|
5.63
|
|
|
|
(1)
|
Cost of coal sales per ton exclude costs associated with our All Other category.
|
(2)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Predecessor
|
||||||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||||||
(In thousands)
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
(26,407
|
)
|
|
$
|
—
|
|
|
$
|
(43,143
|
)
|
|
$
|
(1,452
|
)
|
|
$
|
9,461
|
|
|
$
|
(61,541
|
)
|
Interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Interest income
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,881
|
)
|
|
(39,881
|
)
|
||||||
Depreciation, depletion and amortization
|
15,389
|
|
|
—
|
|
|
49,852
|
|
|
3
|
|
|
832
|
|
|
66,076
|
|
||||||
Non-cash stock compensation expense
|
34
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
498
|
|
|
593
|
|
||||||
Reorganization items, net
|
8,196
|
|
|
—
|
|
|
12,528
|
|
|
248
|
|
|
17
|
|
|
20,989
|
|
||||||
Asset impairment and restructuring
|
1,667
|
|
|
—
|
|
|
1,408
|
|
|
21
|
|
|
—
|
|
|
3,096
|
|
||||||
Accretion on asset retirement obligations
|
1,753
|
|
|
—
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
11,567
|
|
|
—
|
|
|
—
|
|
|
11,567
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
625
|
|
|
$
|
—
|
|
|
$
|
35,515
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,073
|
)
|
|
$
|
5,887
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion on asset retirement obligations, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $36.9 million for the period from January 1, 2016 to July 25, 2016.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Cash flows (in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
158,381
|
|
|
$
|
314,260
|
|
|
$
|
21,459
|
|
|
|
$
|
77,029
|
|
Net cash provided by (used in) investing activities
|
102,196
|
|
|
(121,307
|
)
|
|
108,352
|
|
|
|
(25,029
|
)
|
||||
Net cash provided by (used in) financing activities
|
22,709
|
|
|
(170,282
|
)
|
|
41,478
|
|
|
|
(35,822
|
)
|
||||
Net increase in cash, cash equivalents, and restricted cash
|
$
|
283,286
|
|
|
$
|
22,671
|
|
|
$
|
171,289
|
|
|
|
$
|
16,178
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(in thousands
)
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
(10,420
|
)
|
|
$
|
(11,123
|
)
|
|
|
$
|
(8,071
|
)
|
Other significant operating non-cash items related to discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Accretion on asset retirement obligations
|
$
|
—
|
|
|
$
|
11,341
|
|
|
$
|
6,019
|
|
|
|
$
|
7,400
|
|
Asset impairment and restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
Total Leverage Ratio
(1)
|
Prepayment Amount
(2)
|
Equal to or greater than 2.25
|
75% of Excess Cash Flow
|
Less than 2.25 and greater than or equal to 1.00
|
50% of Excess Cash Flow
|
Less than 1.00
|
25% of Excess Cash Flow
|
(in thousands
)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 2023
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
$
|
46,875
|
|
|
$
|
47,500
|
|
|
$
|
47,500
|
|
|
$
|
40,000
|
|
|
$
|
30,000
|
|
|
$
|
412,500
|
|
|
$
|
624,375
|
|
Other debt
(2)
|
2,737
|
|
|
2,255
|
|
|
2,143
|
|
|
1,260
|
|
|
—
|
|
|
—
|
|
|
8,395
|
|
|||||||
Acquisition-related obligations
|
17,875
|
|
|
20,811
|
|
|
7,873
|
|
|
4,247
|
|
|
—
|
|
|
—
|
|
|
50,806
|
|
|||||||
Contingent revenue obligation
(3)
|
9,628
|
|
|
15,330
|
|
|
14,269
|
|
|
14,698
|
|
|
13,210
|
|
|
—
|
|
|
67,135
|
|
|||||||
Equipment purchase commitments
(4)
|
24,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,339
|
|
|||||||
Transportation commitments
|
3,072
|
|
|
3,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,174
|
|
|||||||
Operating leases
|
3,537
|
|
|
3,232
|
|
|
1,945
|
|
|
360
|
|
|
158
|
|
|
458
|
|
|
9,690
|
|
|||||||
Minimum royalties
|
13,579
|
|
|
12,992
|
|
|
12,687
|
|
|
10,697
|
|
|
9,618
|
|
|
28,056
|
|
|
87,629
|
|
|||||||
Coal purchase commitments
(5)
|
260,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,205
|
|
|||||||
Total
|
$
|
381,847
|
|
|
$
|
105,222
|
|
|
$
|
86,417
|
|
|
$
|
71,262
|
|
|
$
|
52,986
|
|
|
$
|
441,014
|
|
|
$
|
1,138,748
|
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 2023
|
|
Total
|
||||||||||||||
Asset retirement obligation
|
$
|
25,373
|
|
|
$
|
23,373
|
|
|
$
|
24,605
|
|
|
$
|
29,857
|
|
|
$
|
26,911
|
|
|
$
|
489,081
|
|
|
$
|
619,200
|
|
Pension benefit obligation
(1)
|
30,019
|
|
|
30,488
|
|
|
31,139
|
|
|
32,146
|
|
|
32,942
|
|
|
1,378,633
|
|
|
1,535,367
|
|
|||||||
Black lung benefit obligation
|
8,133
|
|
|
6,018
|
|
|
6,105
|
|
|
6,496
|
|
|
6,630
|
|
|
178,496
|
|
|
211,878
|
|
|||||||
Life insurance benefit obligation
|
787
|
|
|
696
|
|
|
683
|
|
|
674
|
|
|
666
|
|
|
16,809
|
|
|
20,315
|
|
|||||||
Workers’ compensation benefit obligation
|
13,877
|
|
|
10,269
|
|
|
8,020
|
|
|
6,821
|
|
|
6,084
|
|
|
91,400
|
|
|
136,471
|
|
|||||||
Total
|
$
|
78,189
|
|
|
$
|
70,844
|
|
|
$
|
70,552
|
|
|
$
|
75,994
|
|
|
$
|
73,233
|
|
|
$
|
2,154,419
|
|
|
$
|
2,523,231
|
|
•
|
Discount Rate.
Asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on our asset retirement obligations.
|
•
|
Third-Party Margin.
The measurement of an obligation at fair value is based upon the amount a third-party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded within depreciation, depletion and amortization within our Consolidated Statements of Operations at the time that reclamation work is completed.
|
•
|
The expected long-term rate of return on plan assets is an assumption of the rate of return on plan assets reflecting the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. We establish the expected long-term rate of return at the beginning of each fiscal year based upon historical returns and projected returns on the underlying mix of invested assets. The Pension Plans investment targets are 40
%
equity securities and 60
%
debt securities. Investments are rebalanced on a periodic basis to stay within these targeted guidelines. The long-term rate of return assumption used to determine net periodic benefit expense was 5.8
%
for the year ended December 31, 2018. The long-term rate of return assumption to be used in 2019 is expected to be
5.8%. Any diff
erence between the actual experience and the assumed experience is deferred as an unrecognized actuarial gain or loss and amortized into expense in future periods.
|
•
|
The discount rate represents our estimate of the interest rate at which pension benefits could be effectively settled. Assumed discount rates are used in the measurement of the projected and accumulated benefit obligations and the service and interest cost components of the net periodic benefit expense. In estimating that rate, we use rates of return on high quality, fixed income investments. The weighted average discount rate used to determine pension expense was 4.23
%
for the year ended December 31, 2018. The differences resulting from actual versus assumed discount rates are amortized into pension expense/credit over the remaining average life of the active plan participants. A one percentage-point increase in the discount rate would increase the net periodic pension cost for the year ended December 31, 2018 by ap
proximately $1.9 million and decrease the projected benefit obligation as of December 31, 2018 by approximately $88.0 million. The corresponding effects of a one percentage-point decrease in discount rate would decrease the net periodic pension cost for the year ended December 31, 2018 by approximately $2.9 million and increase the projected benefit obligation as of December 31, 2018 by approximately $111.6 million.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Coal revenues
|
$
|
2,020,889
|
|
|
$
|
1,392,481
|
|
|
$
|
431,692
|
|
|
|
$
|
344,692
|
|
Freight and handling revenues
|
—
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
||||
Other revenues
|
10,316
|
|
|
10,086
|
|
|
4,060
|
|
|
|
14,343
|
|
||||
Total revenues
|
2,031,205
|
|
|
1,649,969
|
|
|
506,296
|
|
|
|
411,111
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
1,297,990
|
|
|
1,079,895
|
|
|
319,790
|
|
|
|
305,276
|
|
||||
Freight and handling costs
|
363,128
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
||||
Depreciation, depletion and amortization
|
77,549
|
|
|
34,910
|
|
|
5,973
|
|
|
|
66,076
|
|
||||
Accretion on asset retirement obligations
|
9,966
|
|
|
9,934
|
|
|
4,800
|
|
|
|
5,005
|
|
||||
Amortization of acquired intangibles, net
|
(5,392
|
)
|
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
59,271
|
|
|
67,459
|
|
|
19,135
|
|
|
|
29,568
|
|
||||
Asset impairment and restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,096
|
|
||||
Merger related costs
|
51,800
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Secondary offering costs
|
—
|
|
|
4,491
|
|
|
—
|
|
|
|
—
|
|
||||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
||||||
Mark-to-market adjustment for acquisition-related obligations
|
24
|
|
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
||||
Gain on settlement of acquisition-related obligations
|
(580
|
)
|
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
||||
Other (income) expense
|
(16,311
|
)
|
|
178
|
|
|
—
|
|
|
|
2,184
|
|
||||
Total costs and expenses
|
1,837,445
|
|
|
1,467,611
|
|
|
470,907
|
|
|
|
474,848
|
|
||||
Income (loss) from operations
|
193,760
|
|
|
182,358
|
|
|
35,389
|
|
|
|
(63,737
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(38,810
|
)
|
|
(35,977
|
)
|
|
(20,496
|
)
|
|
|
(2
|
)
|
||||
Interest income
|
1,949
|
|
|
210
|
|
|
23
|
|
|
|
19
|
|
||||
Loss on modification and extinguishment of debt
|
(12,042
|
)
|
|
(38,701
|
)
|
|
—
|
|
|
|
—
|
|
||||
Equity loss in affiliates
|
(6,112
|
)
|
|
(3,339
|
)
|
|
(2,287
|
)
|
|
|
(2,735
|
)
|
||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
(33,975
|
)
|
|
|
—
|
|
||||
Bargain purchase gain
|
—
|
|
|
1,011
|
|
|
7,719
|
|
|
|
—
|
|
||||
Miscellaneous income, net
|
(1,254
|
)
|
|
194
|
|
|
(139
|
)
|
|
|
(13,978
|
)
|
||||
Total other expense, net
|
(56,269
|
)
|
|
(76,602
|
)
|
|
(49,155
|
)
|
|
|
(16,696
|
)
|
||||
Income (loss) from continuing operations before reorganization items and income taxes
|
137,491
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(80,433
|
)
|
||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(20,989
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
137,491
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(101,422
|
)
|
||||
Income tax benefit
|
165,363
|
|
|
67,979
|
|
|
1,920
|
|
|
|
39,881
|
|
Net income (loss) from continuing operations
|
302,854
|
|
|
173,735
|
|
|
(11,846
|
)
|
|
|
(61,541
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from discontinued operations before income taxes
|
(4,994
|
)
|
|
(36,894
|
)
|
|
1,467
|
|
|
|
(679
|
)
|
||||
Income tax benefit (expense) from discontinued operations
|
1,305
|
|
|
17,681
|
|
|
(551
|
)
|
|
|
(4,992
|
)
|
||||
(Loss) income from discontinued operations
|
(3,689
|
)
|
|
(19,213
|
)
|
|
916
|
|
|
|
(5,671
|
)
|
||||
Net income (loss)
|
$
|
299,165
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
27.61
|
|
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
|
|
|
||
(Loss) income from discontinued operations
|
(0.33
|
)
|
|
(1.89
|
)
|
|
0.09
|
|
|
|
|
|||||
Net income (loss)
|
$
|
27.28
|
|
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
25.86
|
|
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
|
|
|
||
(Loss) income from discontinued operations
|
(0.32
|
)
|
|
(1.78
|
)
|
|
0.09
|
|
|
|
|
|||||
Net income (loss)
|
$
|
25.54
|
|
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares - basic
|
10,967,014
|
|
|
10,216,464
|
|
|
10,309,310
|
|
|
|
|
|||||
Weighted average shares - diluted
|
11,712,653
|
|
|
10,770,005
|
|
|
10,309,310
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Net income (loss)
|
$
|
299,165
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Current period actuarial (loss) gain
|
$
|
(22,895
|
)
|
|
$
|
(3,832
|
)
|
|
$
|
3,268
|
|
|
|
$
|
(3,415
|
)
|
Income tax
|
1,572
|
|
|
—
|
|
|
(1,181
|
)
|
|
|
1,227
|
|
||||
|
$
|
(21,323
|
)
|
|
$
|
(3,832
|
)
|
|
$
|
2,087
|
|
|
|
$
|
(2,188
|
)
|
Less: reclassification adjustments for amounts reclassified to earnings due to amortization of net actuarial loss (gain) and settlements
|
155
|
|
|
(203
|
)
|
|
—
|
|
|
|
206
|
|
||||
Income tax
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
|
(74
|
)
|
||||
|
$
|
141
|
|
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
132
|
|
Less: reclassification adjustment for amounts reclassified to earnings due to amortization of prior service credit and curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,536
|
|
||||
Income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1,271
|
)
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
2,265
|
|
Total other comprehensive (loss) income, net of tax
|
$
|
(21,182
|
)
|
|
$
|
(4,035
|
)
|
|
$
|
2,087
|
|
|
|
$
|
209
|
|
Total comprehensive income (loss)
|
$
|
277,983
|
|
|
$
|
150,487
|
|
|
$
|
(8,843
|
)
|
|
|
$
|
(67,003
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
233,599
|
|
|
$
|
141,924
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $0 as of December 31, 2018 and December 31, 2017
|
292,617
|
|
|
127,326
|
|
||
Inventories, net
|
121,965
|
|
|
69,561
|
|
||
Prepaid expenses and other current assets
|
158,945
|
|
|
83,845
|
|
||
Current assets - discontinued operations
|
22,475
|
|
|
40,498
|
|
||
Total current assets
|
829,601
|
|
|
463,154
|
|
||
Property, plant, and equipment, net of accumulated depreciation and amortization of $106,766 and $39,943 as of December 31, 2018 and December 31, 2017
|
699,990
|
|
|
179,952
|
|
||
Owned and leased mineral rights, net of accumulated depletion and amortization of $11,390 and $6,512 as of December 31, 2018 and December 31, 2017
|
528,232
|
|
|
16,627
|
|
||
Goodwill
|
95,624
|
|
|
—
|
|
||
Other acquired intangibles, net of accumulated amortization of $20,267 and $28,662 as of December 31, 2018 and December 31, 2017
|
154,584
|
|
|
18,458
|
|
||
Long-term restricted cash
|
227,173
|
|
|
40,421
|
|
||
Deferred income taxes
|
27,179
|
|
|
78,744
|
|
||
Other non-current assets
|
183,675
|
|
|
31,612
|
|
||
Non-current assets - discontinued operations
|
—
|
|
|
7,632
|
|
||
Total assets
|
$
|
2,746,058
|
|
|
$
|
836,600
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
42,743
|
|
|
$
|
10,730
|
|
Trade accounts payable
|
114,568
|
|
|
76,319
|
|
||
Acquisition-related obligations - current
|
27,334
|
|
|
15,080
|
|
||
Liabilities held for sale
|
1,351
|
|
|
27,161
|
|
||
Accrued expenses and other current liabilities
|
147,348
|
|
|
58,771
|
|
||
Current liabilities - discontinued operations
|
21,892
|
|
|
54,114
|
|
||
Total current liabilities
|
355,236
|
|
|
242,175
|
|
||
Long-term debt
|
545,269
|
|
|
361,973
|
|
||
Acquisition-related obligations - long-term
|
72,996
|
|
|
20,332
|
|
||
Workers’ compensation and black lung obligations
|
249,294
|
|
|
41,658
|
|
||
Pension obligations
|
180,802
|
|
|
—
|
|
||
Asset retirement obligations
|
203,694
|
|
|
52,434
|
|
||
Deferred income taxes
|
15,118
|
|
|
—
|
|
||
Other non-current liabilities
|
52,415
|
|
|
17,618
|
|
||
Non-current liabilities - discontinued operations
|
94
|
|
|
7,762
|
|
||
Total liabilities
|
1,674,918
|
|
|
743,952
|
|
||
Commitments and Contingencies (Note 26)
|
|
|
|
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - par value $0.01, 5.0 million shares authorized at December 31, 2018 and 2.0 million shares authorized at December 31, 2017, none issued
|
—
|
|
|
—
|
|
Common stock - par value $0.01, 50.0 million shares authorized, 20.2 million issued and 19.1 million outstanding at December 31, 2018 and 20.0 million shares authorized, 10.7 million issued and 9.9 million outstanding at December 31, 2017
|
202
|
|
|
108
|
|
||
Additional paid-in capital
|
761,301
|
|
|
40,616
|
|
||
Accumulated other comprehensive loss
|
(23,130
|
)
|
|
(1,948
|
)
|
||
Treasury stock, at cost: 1.1 million shares at December 31, 2018 and 0.8 million shares at December 31, 2017
|
(70,362
|
)
|
|
(50,092
|
)
|
||
Retained earnings
|
403,129
|
|
|
103,964
|
|
||
Total stockholders’ equity
|
1,071,140
|
|
|
92,648
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,746,058
|
|
|
$
|
836,600
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
299,165
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization
|
77,549
|
|
|
65,000
|
|
|
43,978
|
|
|
|
85,379
|
|
||||
Amortization of acquired intangibles, net
|
(5,392
|
)
|
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
||||
Accretion of acquisition-related obligations discount
|
5,627
|
|
|
7,531
|
|
|
4,936
|
|
|
|
—
|
|
||||
Amortization of debt issuance costs and accretion of debt discount
|
4,483
|
|
|
2,884
|
|
|
1,340
|
|
|
|
—
|
|
||||
Mark-to-market adjustment for acquisition-related obligations
|
24
|
|
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
||||
Gain on settlement of acquisition-related obligations
|
(580
|
)
|
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
||||
(Gain) loss on disposal of assets
|
(16,852
|
)
|
|
(570
|
)
|
|
216
|
|
|
|
216
|
|
||||
Bargain purchase gain
|
—
|
|
|
(1,011
|
)
|
|
(7,719
|
)
|
|
|
—
|
|
||||
Accretion on asset retirement obligations
|
9,966
|
|
|
21,275
|
|
|
10,819
|
|
|
|
12,422
|
|
||||
Employee benefit plans, net
|
9,231
|
|
|
11,739
|
|
|
3,154
|
|
|
|
11,917
|
|
||||
Deferred income taxes
|
(66,682
|
)
|
|
(78,744
|
)
|
|
(1,180
|
)
|
|
|
(34,889
|
)
|
||||
Loss on sale of Powder River Basin
|
—
|
|
|
36,086
|
|
|
—
|
|
|
|
—
|
|
||||
Asset impairment and restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,755
|
|
||||
Non-cash reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,837
|
|
||||
Loss on modification and extinguishment of debt
|
12,042
|
|
|
38,701
|
|
|
—
|
|
|
|
—
|
|
||||
Stock-based compensation
|
13,354
|
|
|
20,372
|
|
|
1,424
|
|
|
|
658
|
|
||||
Equity in loss of affiliates
|
6,112
|
|
|
3,325
|
|
|
2,280
|
|
|
|
2,726
|
|
||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
33,975
|
|
|
|
—
|
|
||||
Other, net
|
1,643
|
|
|
—
|
|
|
16
|
|
|
|
38
|
|
||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
||||||||
Trade accounts receivable, net
|
(84,139
|
)
|
|
34,840
|
|
|
(114,244
|
)
|
|
|
42,793
|
|
||||
Inventories, net
|
33,232
|
|
|
441
|
|
|
(32,046
|
)
|
|
|
16,693
|
|
||||
Prepaid expenses and other current assets
|
(44,266
|
)
|
|
(40,425
|
)
|
|
(817
|
)
|
|
|
5,172
|
|
||||
Deposits
|
(7,493
|
)
|
|
38,447
|
|
|
(55,407
|
)
|
|
|
(275
|
)
|
||||
Other non-current assets
|
(36,655
|
)
|
|
24,498
|
|
|
(14,681
|
)
|
|
|
2,956
|
|
||||
Trade accounts payable
|
(7,075
|
)
|
|
6,102
|
|
|
59,242
|
|
|
|
(6,665
|
)
|
||||
Accrued expenses and other current liabilities
|
(7,345
|
)
|
|
(12,207
|
)
|
|
51,053
|
|
|
|
3,680
|
|
||||
Acquisition-related obligations
|
(14,500
|
)
|
|
(22,800
|
)
|
|
(9,300
|
)
|
|
|
—
|
|
||||
Asset retirement obligations
|
(3,175
|
)
|
|
(2,567
|
)
|
|
(514
|
)
|
|
|
(2,143
|
)
|
||||
Other non-current liabilities
|
(19,893
|
)
|
|
(16,521
|
)
|
|
5,199
|
|
|
|
(15,596
|
)
|
||||
Net cash provided by operating activities
|
158,381
|
|
|
314,260
|
|
|
21,459
|
|
|
|
77,029
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(81,881
|
)
|
|
(83,121
|
)
|
|
(34,497
|
)
|
|
|
(23,433
|
)
|
||||
Payments on disposal of assets
|
(10,250
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Proceeds on disposal of assets
|
997
|
|
|
2,579
|
|
|
1,787
|
|
|
|
526
|
|
Capital contributions to equity affiliates
|
(5,253
|
)
|
|
(5,691
|
)
|
|
(2,738
|
)
|
|
|
(2,122
|
)
|
||||
Cash, cash equivalents and restricted cash acquired in acquisition, net of amounts paid
|
198,506
|
|
|
—
|
|
|
143,800
|
|
|
|
—
|
|
||||
Purchase of additional ownership interest in equity affiliate
|
—
|
|
|
(13,293
|
)
|
|
—
|
|
|
|
—
|
|
||||
Cash paid on sale of Powder River Basin
|
—
|
|
|
(21,375
|
)
|
|
—
|
|
|
|
—
|
|
||||
Purchase of investment securities - held to maturity
|
(3,280
|
)
|
|
(406
|
)
|
|
—
|
|
|
|
—
|
|
||||
Maturity of investment securities - held to maturity
|
3,360
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other, net
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Net cash provided by (used in) investing activities
|
102,196
|
|
|
(121,307
|
)
|
|
108,352
|
|
|
|
(25,029
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from borrowings on debt
|
537,750
|
|
|
396,000
|
|
|
42,500
|
|
|
|
—
|
|
||||
Principal repayments of debt
|
(471,704
|
)
|
|
(369,500
|
)
|
|
—
|
|
|
|
—
|
|
||||
Principal repayments of capital lease obligations
|
(533
|
)
|
|
(1,009
|
)
|
|
(243
|
)
|
|
|
(42
|
)
|
||||
Form S-4 costs
|
(3,918
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Debt issuance costs
|
(14,931
|
)
|
|
(14,385
|
)
|
|
(243
|
)
|
|
|
—
|
|
||||
Debt extinguishment costs
|
—
|
|
|
(25,036
|
)
|
|
—
|
|
|
|
—
|
|
||||
Debt amendment costs
|
—
|
|
|
(4,520
|
)
|
|
—
|
|
|
|
—
|
|
||||
Common stock repurchases and related expenses
|
(20,270
|
)
|
|
(49,932
|
)
|
|
—
|
|
|
|
—
|
|
||||
Special dividend paid
|
—
|
|
|
(100,735
|
)
|
|
—
|
|
|
|
—
|
|
||||
Principal repayments of notes payable
|
(3,844
|
)
|
|
(1,517
|
)
|
|
(536
|
)
|
|
|
—
|
|
||||
Transfers to Alpha
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(35,780
|
)
|
||||
Other, net
|
159
|
|
|
352
|
|
|
—
|
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
22,709
|
|
|
(170,282
|
)
|
|
41,478
|
|
|
|
(35,822
|
)
|
||||
Net increase in cash and cash equivalents and restricted cash
|
283,286
|
|
|
22,671
|
|
|
171,289
|
|
|
|
16,178
|
|
||||
Cash and cash equivalents and restricted cash at beginning of period
|
193,960
|
|
|
171,289
|
|
|
—
|
|
|
|
4,459
|
|
||||
Cash and cash equivalents and restricted cash at end of period
|
$
|
477,246
|
|
|
$
|
193,960
|
|
|
$
|
171,289
|
|
|
|
$
|
20,637
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
27,340
|
|
|
$
|
40,635
|
|
|
$
|
356
|
|
|
|
$
|
—
|
|
Cash paid for taxes
|
$
|
37
|
|
|
$
|
13,328
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Cash received for income tax refunds
|
$
|
14,157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital leases and capital financing - equipment
|
$
|
6,513
|
|
|
$
|
1,574
|
|
|
$
|
3,473
|
|
|
|
$
|
—
|
|
Accrued capital expenditures
|
$
|
6,879
|
|
|
$
|
9,408
|
|
|
$
|
4,778
|
|
|
|
$
|
13,376
|
|
Issuance of equity in connection with acquisition
|
$
|
664,460
|
|
|
$
|
—
|
|
|
$
|
44,644
|
|
|
|
$
|
—
|
|
Net balance due to Alpha deemed effectively settled
|
$
|
47,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Issuance of 10% Senior Secured First Lien Notes in connection with acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
285,936
|
|
|
|
$
|
—
|
|
Issuance of GUC Distribution Note in connection with acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,208
|
|
|
|
$
|
—
|
|
Issuance of warrants in connection with acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,167
|
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Cash and cash equivalents
|
$
|
233,599
|
|
|
$
|
141,924
|
|
|
$
|
127,948
|
|
|
|
$
|
108
|
|
Short-term restricted cash (included in Prepaid expenses and other current assets)
|
16,474
|
|
|
11,615
|
|
|
—
|
|
|
|
—
|
|
||||
Long-term restricted cash
|
227,173
|
|
|
40,421
|
|
|
43,341
|
|
|
|
20,529
|
|
||||
Total cash and cash equivalents and restricted cash
|
$
|
477,246
|
|
|
$
|
193,960
|
|
|
$
|
171,289
|
|
|
|
$
|
20,637
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury Stock at Cost
|
|
(Accumulated Deficit) Retained Earnings
|
|
Alpha’s Investment
|
|
Total Stockholders’ Equity / Predecessor Business Equity
|
||||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances, December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,135
|
|
|
$
|
—
|
|
|
$
|
(559,922
|
)
|
|
$
|
1,769,684
|
|
|
$
|
1,213,897
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,212
|
)
|
|
—
|
|
|
(67,212
|
)
|
|||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||||
Net distributions to Alpha
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,641
|
)
|
|
(26,641
|
)
|
|||||||
Balances, July 25, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,344
|
|
|
$
|
—
|
|
|
$
|
(627,134
|
)
|
|
$
|
1,743,043
|
|
|
$
|
1,120,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances, July 26, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock in connection with acquisition
|
100
|
|
|
44,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,644
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,930
|
)
|
|
—
|
|
|
(10,930
|
)
|
|||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
2,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,087
|
|
|||||||
Stock-based compensation and net issuance of common stock for share vesting
|
3
|
|
|
1,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|||||||
Balances, December 31, 2016
|
$
|
103
|
|
|
$
|
45,964
|
|
|
$
|
2,087
|
|
|
$
|
—
|
|
|
$
|
(10,930
|
)
|
|
$
|
—
|
|
|
$
|
37,224
|
|
Retrospective warrants adjustment
|
—
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
—
|
|
|
35,141
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,522
|
|
|
—
|
|
|
154,522
|
|
|||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
(4,035
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,035
|
)
|
|||||||
Stock-based compensation and net issuance of common stock for share vesting
|
4
|
|
|
20,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,209
|
|
|||||||
Special dividend
|
—
|
|
|
(27,132
|
)
|
|
—
|
|
|
—
|
|
|
(73,603
|
)
|
|
—
|
|
|
(100,735
|
)
|
|||||||
Common stock repurchase and related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,040
|
)
|
|
—
|
|
|
—
|
|
|
(50,040
|
)
|
|||||||
Warrant exercises
|
1
|
|
|
413
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
362
|
|
|||||||
Balances, December 31, 2017
|
$
|
108
|
|
|
$
|
40,616
|
|
|
$
|
(1,948
|
)
|
|
$
|
(50,092
|
)
|
|
$
|
103,964
|
|
|
$
|
—
|
|
|
$
|
92,648
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299,165
|
|
|
—
|
|
|
299,165
|
|
|||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
(21,182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,182
|
)
|
|||||||
Stock-based compensation and net issuance of common stock for share vesting
|
—
|
|
|
13,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,031
|
|
|||||||
Exercise of stock options
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||||
Common stock repurchases and related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,266
|
)
|
|
—
|
|
|
—
|
|
|
(20,266
|
)
|
|||||||
Warrant exercises
|
—
|
|
|
12
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Form S-4 costs
|
—
|
|
|
(3,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,918
|
)
|
|||||||
Equity consideration for the Alpha Merger
|
94
|
|
|
664,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
664,460
|
|
|||||||
Net balances due to Alpha deemed effectively settled
|
—
|
|
|
47,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,048
|
|
|||||||
Balances, December 31, 2018
|
$
|
202
|
|
|
$
|
761,301
|
|
|
$
|
(23,130
|
)
|
|
$
|
(70,362
|
)
|
|
$
|
403,129
|
|
|
$
|
—
|
|
|
$
|
1,071,140
|
|
Predecessor
|
|
||
Balance at December 31, 2015
|
$
|
3,368
|
|
Provision for non-recoupable advance mining royalties
|
1,862
|
|
|
Balance at July 25, 2016
|
$
|
5,230
|
|
|
|
||
Successor
|
|
||
Balance at July 26, 2016
|
$
|
—
|
|
Provision for non-recoupable advance mining royalties
|
225
|
|
|
Balance at December 31, 2016
|
225
|
|
|
Provision for non-recoupable advance mining royalties
|
629
|
|
|
Write-offs of advance mining royalties
|
(22
|
)
|
|
Balance at December 31, 2017
|
832
|
|
|
Provision for non-recoupable advance mining royalties
|
1,338
|
|
|
Write-offs of advance mining royalties
|
(51
|
)
|
|
Balance at December 31, 2018
|
$
|
2,119
|
|
|
December 31, 2017
|
|
Acquisitions
|
|
Write-off of fully amortized contracts
|
|
Amortization
|
|
December 31, 2018
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market coal supply agreements
|
$
|
47,120
|
|
|
$
|
735
|
|
|
$
|
(26,310
|
)
|
|
$
|
—
|
|
|
$
|
21,545
|
|
Accumulated amortization
|
(28,662
|
)
|
|
—
|
|
|
26,310
|
|
|
(14,506
|
)
|
|
(16,858
|
)
|
|||||
Above-market coal supply agreements, net of accumulated amortization
|
$
|
18,458
|
|
|
$
|
735
|
|
|
$
|
—
|
|
|
$
|
(14,506
|
)
|
|
$
|
4,687
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired mine permits
|
—
|
|
|
153,306
|
|
|
—
|
|
|
—
|
|
|
153,306
|
|
|||||
Accumulated amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,409
|
)
|
|
(3,409
|
)
|
|||||
Acquired mine permits, net of accumulated amortization
|
$
|
—
|
|
|
$
|
153,306
|
|
|
$
|
—
|
|
|
$
|
(3,409
|
)
|
|
$
|
149,897
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Below-market coal supply agreements
|
—
|
|
|
57,219
|
|
|
—
|
|
|
—
|
|
|
57,219
|
|
|||||
Accumulated amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,307
|
)
|
|
(23,307
|
)
|
|||||
Below-market coal supply agreements, net of accumulated amortization
|
$
|
—
|
|
|
$
|
57,219
|
|
|
$
|
—
|
|
|
$
|
(23,307
|
)
|
|
$
|
33,912
|
|
|
December 31, 2016
|
|
Acquisitions
|
|
Write-off of fully amortized contracts
|
|
Amortization
|
|
December 31, 2017
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market coal supply agreements
|
$
|
149,000
|
|
|
$
|
—
|
|
|
$
|
(101,880
|
)
|
|
$
|
—
|
|
|
$
|
47,120
|
|
Accumulated amortization
|
(61,851
|
)
|
|
—
|
|
|
101,880
|
|
|
(68,691
|
)
|
|
(28,662
|
)
|
|||||
Above-market coal supply agreements, net of accumulated amortization
|
$
|
87,149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(68,691
|
)
|
|
$
|
18,458
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Below-market coal supply agreements
|
570
|
|
|
—
|
|
|
(570
|
)
|
|
—
|
|
|
—
|
|
|||||
Accumulated amortization
|
(570
|
)
|
|
—
|
|
|
570
|
|
|
—
|
|
|
—
|
|
|||||
Below-market coal supply agreements, net of accumulated amortization
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2019
|
$
|
(4,085
|
)
|
2020
|
18,824
|
|
|
2021
|
13,024
|
|
|
2022
|
13,044
|
|
|
2023
|
11,318
|
|
|
Thereafter
|
68,547
|
|
|
Total net future amortization expense
|
$
|
120,672
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
As reported
|
|
Adjustments
(1)
|
|
Balances prior to adoption of ASC 606
|
||||||
Revenues:
|
|
|
|
|
|
|
|||||
Coal revenues
|
$
|
2,020,889
|
|
|
$
|
(363,128
|
)
|
|
$
|
1,657,761
|
|
Freight and handling revenues
|
—
|
|
|
362,346
|
|
|
362,346
|
|
|||
Other revenues
|
10,316
|
|
|
—
|
|
|
10,316
|
|
|||
Total revenues
|
$
|
2,031,205
|
|
|
$
|
(782
|
)
|
|
$
|
2,030,423
|
|
|
|
|
|
|
|
||||||
Freight and handling costs
|
$
|
363,128
|
|
|
$
|
(782
|
)
|
|
$
|
362,346
|
|
|
Provisional as of November 9, 2018
|
||
Fair value of common stock issued
|
$
|
703,365
|
|
Issued and redeemed equity awards
(1)
|
32,217
|
|
|
Net balances due to Alpha deemed effectively settled
|
(47,048
|
)
|
|
Purchase Price
(2)
|
$
|
688,534
|
|
|
Provisional as of November 9, 2018
|
||
Cash and cash equivalents
|
$
|
29,939
|
|
Trade and other receivables
|
60,714
|
|
|
Inventories
|
85,635
|
|
|
Short-term restricted cash
|
10,592
|
|
|
Other current assets
|
38,495
|
|
|
Property, plant, and equipment, net
|
504,852
|
|
|
Owned and leased mineral rights
|
516,201
|
|
|
Other intangible assets
|
154,041
|
|
|
Long-term restricted cash
|
182,049
|
|
|
Long-term restricted investments
|
28,809
|
|
|
Other non-current assets
|
68,022
|
|
|
Total assets
|
$
|
1,679,349
|
|
|
|
||
Accounts payable
|
69,049
|
|
|
Accrued expenses and other current liabilities
|
76,774
|
|
|
Long-term debt, including current portion
|
144,832
|
|
|
Acquisition related obligations
|
74,346
|
|
|
Pension obligations
|
158,005
|
|
|
Asset retirement obligation, including current portion
|
163,636
|
|
|
Deferred income taxes, including current portion
|
134,924
|
|
|
Other intangible liabilities
|
57,219
|
|
|
Other non-current liabilities
|
207,654
|
|
|
Total liabilities
|
$
|
1,086,439
|
|
|
|
||
Goodwill
|
$
|
95,624
|
|
|
|
||
Allocation of purchase price
|
$
|
688,534
|
|
|
Provisional Amount
|
|
Weighted-Average Amortization Period
( In Years ) |
||
Mining permits
|
$
|
153,306
|
|
|
11.60
|
Above-market coal supply agreements
|
735
|
|
|
1.03
|
|
Below-market coal supply agreements
|
(57,219
|
)
|
|
2.10
|
|
Total acquired intangibles:
|
$
|
96,822
|
|
|
9.51
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Total revenues
|
|
|
|
|
|||
As reported
|
$
|
2,031,205
|
|
|
$
|
1,649,969
|
|
Pro forma
|
$
|
2,630,824
|
|
|
$
|
2,309,503
|
|
Income from continuing operations
|
|
|
|
||||
As reported
|
$
|
302,854
|
|
|
$
|
173,735
|
|
Pro forma
|
$
|
320,306
|
|
|
$
|
234,382
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues
(1)
|
$
|
1,296
|
|
|
$
|
346,621
|
|
|
$
|
183,123
|
|
|
|
$
|
196,827
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
—
|
|
|
$
|
311,119
|
|
|
$
|
140,803
|
|
|
|
$
|
164,920
|
|
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
Other expenses
|
$
|
4,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
Other non-major expense items, net
|
$
|
2,140
|
|
|
$
|
5,475
|
|
|
$
|
2,848
|
|
|
|
$
|
12,624
|
|
Loss on sale
|
$
|
—
|
|
|
$
|
36,831
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
|
|
||
Accounts Receivable
|
$
|
5
|
|
|
$
|
20,443
|
|
Prepaid expenses and other current assets
|
$
|
22,470
|
|
|
$
|
18,974
|
|
Other current assets
|
$
|
—
|
|
|
$
|
1,081
|
|
Other non-current assets
|
$
|
—
|
|
|
$
|
7,632
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Trade accounts payable, accrued expenses and other current liabilities
|
$
|
21,892
|
|
|
$
|
54,114
|
|
Other non-current liabilities
|
$
|
94
|
|
|
$
|
7,762
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
(10,420
|
)
|
|
$
|
(11,123
|
)
|
|
|
$
|
(8,071
|
)
|
Other significant operating non-cash items related to discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Accretion on asset retirement obligations
|
$
|
—
|
|
|
$
|
11,341
|
|
|
$
|
6,019
|
|
|
|
$
|
7,400
|
|
Asset impairment and restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Met
|
$
|
635,195
|
|
|
$
|
3,584
|
|
|
$
|
49,683
|
|
|
$
|
690,285
|
|
|
$
|
—
|
|
|
$
|
1,378,747
|
|
Thermal
|
13,846
|
|
|
32,101
|
|
|
231,492
|
|
|
1,575
|
|
|
—
|
|
|
279,014
|
|
||||||
Freight and handling fulfillment revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
363,128
|
|
|
—
|
|
|
363,128
|
|
||||||
Total coal revenues
|
$
|
649,041
|
|
|
$
|
35,685
|
|
|
$
|
281,175
|
|
|
$
|
1,054,988
|
|
|
$
|
—
|
|
|
$
|
2,020,889
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Met
|
$
|
454,746
|
|
|
$
|
—
|
|
|
$
|
19,235
|
|
|
$
|
631,838
|
|
|
$
|
—
|
|
|
$
|
1,105,819
|
|
Thermal
|
4,060
|
|
|
—
|
|
|
282,554
|
|
|
48
|
|
|
—
|
|
|
286,662
|
|
||||||
Total coal revenues
|
$
|
458,806
|
|
|
$
|
—
|
|
|
$
|
301,789
|
|
|
$
|
631,886
|
|
|
$
|
—
|
|
|
$
|
1,392,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Freight and handling revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
247,402
|
|
|
$
|
—
|
|
|
$
|
247,402
|
|
|
Successor
|
||||||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Met
|
$
|
137,373
|
|
|
$
|
—
|
|
|
$
|
11,380
|
|
|
$
|
163,750
|
|
|
$
|
—
|
|
|
$
|
312,503
|
|
Thermal
|
608
|
|
|
—
|
|
|
118,581
|
|
|
—
|
|
|
—
|
|
|
119,189
|
|
||||||
Total coal revenues
|
$
|
137,981
|
|
|
$
|
—
|
|
|
$
|
129,961
|
|
|
$
|
163,750
|
|
|
$
|
—
|
|
|
$
|
431,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Freight and handling revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,544
|
|
|
$
|
—
|
|
|
$
|
70,544
|
|
|
Predecessor
|
||||||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Met
|
$
|
127,248
|
|
|
$
|
—
|
|
|
$
|
13,061
|
|
|
$
|
7,248
|
|
|
$
|
—
|
|
|
$
|
147,557
|
|
Thermal
|
4,392
|
|
|
—
|
|
|
191,412
|
|
|
1,331
|
|
|
—
|
|
|
197,135
|
|
||||||
Total coal revenues
|
$
|
131,640
|
|
|
$
|
—
|
|
|
$
|
204,473
|
|
|
$
|
8,579
|
|
|
$
|
—
|
|
|
$
|
344,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Freight and handling revenues
|
$
|
34,822
|
|
|
$
|
—
|
|
|
$
|
14,121
|
|
|
$
|
3,133
|
|
|
$
|
—
|
|
|
$
|
52,076
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
Estimated coal revenues
(1)
|
$
|
239,650
|
|
|
$
|
129,985
|
|
|
$
|
95,590
|
|
|
$
|
69,943
|
|
|
$
|
84,268
|
|
|
$
|
619,436
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Contract assets
(1)
|
$
|
950
|
|
|
$
|
—
|
|
|
Successor
|
||||||||||||||
|
Balance
January 1, 2018 |
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
December 31, 2018 |
||||||||
Employee benefit costs
|
$
|
(1,948
|
)
|
|
$
|
(21,323
|
)
|
|
$
|
141
|
|
|
$
|
(23,130
|
)
|
|
Successor
|
||||||||||||||
|
Balance
January 1, 2017 |
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance December 31, 2017
|
||||||||
Employee benefit costs
|
$
|
2,087
|
|
|
$
|
(3,832
|
)
|
|
$
|
(203
|
)
|
|
$
|
(1,948
|
)
|
|
Successor
|
||||||||||||||
|
Balance
July 26, 2016 |
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance December 31, 2016
|
||||||||
Employee benefit costs
|
$
|
—
|
|
|
$
|
2,087
|
|
|
$
|
—
|
|
|
$
|
2,087
|
|
|
Predecessor
|
||||||||||||||
|
Balance
January 1, 2016 |
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance July 25, 2016
|
||||||||
Employee benefit costs
|
$
|
4,135
|
|
|
$
|
(2,188
|
)
|
|
$
|
2,397
|
|
|
$
|
4,344
|
|
Details about accumulated other comprehensive income (loss) components
|
Amounts reclassified from accumulated other comprehensive (loss) income
|
Affected line item in the Statements of Operations
|
|||||||||||||||
Successor
|
|
|
Predecessor
|
||||||||||||||
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||
Employee benefit costs:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss (gain)
|
$
|
155
|
|
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
206
|
|
(1)
Miscellaneous income
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
|
824
|
|
(1)
Miscellaneous income
|
||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,712
|
|
(1)
Miscellaneous income
|
||||
Total before income tax
|
$
|
155
|
|
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
3,742
|
|
|
Income tax expense
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,345
|
)
|
Income tax expense
|
||||
Total, net of income tax
|
$
|
141
|
|
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
2,397
|
|
|
|
Successor
|
||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
||||||
Net income (loss)
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
302,854
|
|
|
$
|
173,735
|
|
|
$
|
(11,846
|
)
|
(Loss) income from discontinued operations
|
(3,689
|
)
|
|
(19,213
|
)
|
|
916
|
|
|||
Net income (loss)
|
$
|
299,165
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
10,967,014
|
|
|
10,216,464
|
|
|
10,309,310
|
|
|||
|
|
|
|
|
|
||||||
Basic income (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
27.61
|
|
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
(Loss) income from discontinued operations
|
(0.33
|
)
|
|
(1.89
|
)
|
|
0.09
|
|
|||
Net income
|
$
|
27.28
|
|
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
10,967,014
|
|
|
10,216,464
|
|
|
10,309,310
|
|
|||
Diluted effect of warrants
|
280,969
|
|
|
170,178
|
|
|
—
|
|
|||
Diluted effect of stock options
|
262,714
|
|
|
274,456
|
|
|
—
|
|
|||
Diluted effect of restricted share units and restricted stock shares
|
201,956
|
|
|
108,907
|
|
|
—
|
|
|||
Weighted average common shares outstanding - diluted
|
11,712,653
|
|
|
10,770,005
|
|
|
10,309,310
|
|
|||
|
|
|
|
|
|
||||||
Diluted income (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
25.86
|
|
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
(Loss) income from discontinued operations
|
(0.32
|
)
|
|
(1.78
|
)
|
|
0.09
|
|
|||
Net income (loss)
|
$
|
25.54
|
|
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Raw coal
|
$
|
33,607
|
|
|
$
|
7,003
|
|
Saleable coal
|
63,767
|
|
|
55,357
|
|
||
Materials, supplies and other, net
|
24,591
|
|
|
7,201
|
|
||
Total inventories, net
|
$
|
121,965
|
|
|
$
|
69,561
|
|
|
Successor
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Prepaid freight
|
$
|
9,839
|
|
|
$
|
9,374
|
|
Deferred longwall move expenses
|
9,308
|
|
|
13,062
|
|
||
Notes and other receivables
|
16,116
|
|
|
7,406
|
|
||
Short-term restricted cash
|
16,474
|
|
|
11,615
|
|
||
Short-term deposits
|
16,181
|
|
|
12,366
|
|
||
Prepaid insurance
|
8,162
|
|
|
2,401
|
|
||
Refundable income taxes
|
74,536
|
|
|
21,175
|
|
||
Other prepaid expenses
|
8,329
|
|
|
6,446
|
|
||
Total prepaid expenses and other current assets
|
$
|
158,945
|
|
|
$
|
83,845
|
|
|
Successor
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Plant and mining equipment
|
$
|
695,756
|
|
|
$
|
153,951
|
|
Mine development
|
47,550
|
|
|
19,460
|
|
||
Land
|
38,810
|
|
|
10,252
|
|
||
Office equipment, software and other
|
1,169
|
|
|
483
|
|
||
Construction in progress
|
23,471
|
|
|
35,749
|
|
||
Total property, equipment and mine development costs
|
806,756
|
|
|
219,895
|
|
||
Less accumulated depreciation, depletion and amortization
|
106,766
|
|
|
39,943
|
|
||
Total property, plant, and equipment, net
|
$
|
699,990
|
|
|
$
|
179,952
|
|
|
Successor
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Long-term deposits
|
$
|
9,211
|
|
|
$
|
3,607
|
|
Long-term restricted investments
|
29,137
|
|
|
406
|
|
||
Equity method investments
|
15,236
|
|
|
16,095
|
|
||
Federal income tax receivable
|
43,770
|
|
|
—
|
|
||
Workers' compensation receivables
|
67,776
|
|
|
6,038
|
|
||
Other
|
18,545
|
|
|
5,466
|
|
||
Total other non-current assets
|
$
|
183,675
|
|
|
$
|
31,612
|
|
|
Successor
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Wages and benefits
|
$
|
51,026
|
|
|
$
|
30,408
|
|
Workers' compensation
(1)
|
16,676
|
|
|
5,580
|
|
||
Black lung
(1)
|
8,133
|
|
|
202
|
|
||
Taxes other than income taxes
|
24,140
|
|
|
3,478
|
|
||
Current portion of asset retirement obligations
|
24,754
|
|
|
6,771
|
|
||
Freight accrual
|
10,785
|
|
|
2,109
|
|
||
Other
|
11,834
|
|
|
10,223
|
|
||
Total accrued expenses and other current liabilities
|
$
|
147,348
|
|
|
$
|
58,771
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Term Loan Credit Facility - due March 2024
|
$
|
—
|
|
|
$
|
387,000
|
|
Term Loan Credit Facility - due November 2025
|
550,000
|
|
|
—
|
|
||
LCC Note Payable
|
62,500
|
|
|
—
|
|
||
LCC Water Treatment Obligation
|
11,875
|
|
|
—
|
|
||
Other
|
8,395
|
|
|
3,768
|
|
||
Debt discount and issuance costs
|
(44,758
|
)
|
|
(18,065
|
)
|
||
Total long-term debt
|
588,012
|
|
|
372,703
|
|
||
Less current portion
|
(42,743
|
)
|
|
(10,730
|
)
|
||
Long-term debt, net of current portion
|
$
|
545,269
|
|
|
$
|
361,973
|
|
2019
|
$
|
49,612
|
|
2020
|
49,755
|
|
|
2021
|
49,643
|
|
|
2022
|
41,260
|
|
|
2023
|
30,000
|
|
|
Thereafter
(1)
|
412,500
|
|
|
Total long-term debt
|
$
|
632,770
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Contingent Revenue Obligation
|
$
|
59,880
|
|
|
$
|
—
|
|
Environmental Settlement Obligations
|
19,306
|
|
|
—
|
|
||
Reclamation Funding Liability
|
22,000
|
|
|
32,000
|
|
||
Retiree Committee VEBA Funding Settlement Liability
|
3,500
|
|
|
7,000
|
|
||
UMWA Funds Settlement Liability
|
6,000
|
|
|
7,000
|
|
||
Other
|
—
|
|
|
580
|
|
||
Discount
|
(10,356
|
)
|
|
(11,168
|
)
|
||
Total acquisition-related obligations - long-term
|
100,330
|
|
|
35,412
|
|
||
Less current portion
|
(27,334
|
)
|
|
(15,080
|
)
|
||
Acquisition-related obligations, net of current portion
|
$
|
72,996
|
|
|
$
|
20,332
|
|
Total asset retirement obligations at December 31, 2016
|
$
|
83,062
|
|
Accretion for the period
|
9,934
|
|
|
Sites added during the period
|
356
|
|
|
Revisions in estimated cash flows
(1)
|
(4,419
|
)
|
|
Expenditures for the period
|
(2,567
|
)
|
|
Reclassification to liabilities held for sale
(2)
|
(27,161
|
)
|
|
Total asset retirement obligations at December 31, 2017
|
$
|
59,205
|
|
Accretion for the period
|
8,961
|
|
|
Sites added during the period
(3)
|
163,636
|
|
|
Revisions in estimated cash flows
(1)
|
1,100
|
|
|
Expenditures for the period
|
(3,175
|
)
|
|
Reclassification to liabilities held for sale
(2)
|
(1,279
|
)
|
|
Total asset retirement obligations at December 31, 2018
|
228,448
|
|
|
Less current portion
|
(24,754
|
)
|
|
Long-term portion
|
$
|
203,694
|
|
(1)
|
The revisions in estimated cash flows for the year ended December 31, 2018 were primarily comprised of
($4,753)
in mine life extensions within NAPP and added reserves within CAPP - Met (of which approximately
$2,140
was recorded to depreciation, depletion, and amortization), offset by
$3,653
in discount rate adjustments. For the year ended December 31, 2017 the revisions in estimated cash flows were primarily comprised of
($6,360)
in mine life extensions within NAPP and added reserves within CAPP - Met (of which approximately
($1,700)
was recorded to depreciation, depletion, and amortization), offset by
$2,744
in discount rate adjustments.
|
(2)
|
See Note
2
for further information on liabilities held for sale.
|
(3)
|
Represents amounts assumed in connection with the Merger.
|
|
Successor
|
||||||
|
December 31,
2018 |
|
December 31,
2017 |
||||
Life insurance benefits
|
$
|
10,581
|
|
|
$
|
11,806
|
|
Below-market obligations, net
|
33,912
|
|
|
—
|
|
||
Other
|
7,922
|
|
|
5,812
|
|
||
Total other non-current liabilities
|
$
|
52,415
|
|
|
$
|
17,618
|
|
|
December 31, 2018
|
||||||||||||||||||
|
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 November 2025
|
$
|
521,667
|
|
|
$
|
540,375
|
|
|
$
|
540,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LCC Note Payable
|
49,361
|
|
|
50,606
|
|
|
—
|
|
|
—
|
|
|
50,606
|
|
|||||
LCC Water Treatment Obligation
|
8,589
|
|
|
8,827
|
|
|
—
|
|
|
—
|
|
|
8,827
|
|
|||||
Total long term debt
|
$
|
579,617
|
|
|
$
|
599,808
|
|
|
$
|
540,375
|
|
|
$
|
—
|
|
|
$
|
59,433
|
|
|
December 31, 2017
|
||||||||||||||||||
|
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 March 2024
|
$
|
368,935
|
|
|
$
|
381,195
|
|
|
$
|
381,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying
Amount (1) |
|
Total Fair Value
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Retiree Committee VEBA Funding
Settlement Liability |
$
|
3,337
|
|
|
$
|
3,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,391
|
|
UMWA Funds Settlement Liability
|
4,239
|
|
|
4,729
|
|
|
—
|
|
|
—
|
|
|
4,729
|
|
|||||
Reclamation Funding Liability
|
18,106
|
|
|
19,362
|
|
|
—
|
|
|
—
|
|
|
19,362
|
|
|||||
Environmental Settlement Obligations
|
14,768
|
|
|
14,936
|
|
|
—
|
|
|
—
|
|
|
14,936
|
|
|||||
Total acquisition-related obligations
|
$
|
40,450
|
|
|
$
|
42,418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,418
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Amount (1) |
|
Total Fair Value
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
Retiree Committee VEBA Funding
Settlement Liability
|
$
|
6,290
|
|
|
$
|
6,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,692
|
|
UMWA Funds Settlement Liability
|
4,366
|
|
|
5,654
|
|
|
—
|
|
|
—
|
|
|
5,654
|
|
|||||
Reclamation Funding Liability
|
24,176
|
|
|
28,365
|
|
|
—
|
|
|
—
|
|
|
28,365
|
|
|||||
Total acquisition-related obligations
|
$
|
34,832
|
|
|
$
|
40,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,711
|
|
|
December 31, 2018
|
||||||||||||||
|
Total Fair Value
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Contingent Revenue Obligation
|
$
|
59,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,880
|
|
|
December 31, 2017
|
|
Acquisitions
|
|
Loss (Gain) Recognized in Earnings
|
|
Transfer In (Out) of Level 3 Fair Value Hierarchy
|
|
December 31, 2018
|
||||||||||
Contingent Revenue Obligation
|
$
|
—
|
|
|
$
|
59,856
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
59,880
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2018 |
|
Year Ended December 31,
2017 |
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Continuing operations
|
$
|
(165,363
|
)
|
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
Discontinued operations
|
(1,305
|
)
|
|
(17,681
|
)
|
|
551
|
|
|
|
4,992
|
|
||||
Total
|
$
|
(166,668
|
)
|
|
$
|
(85,660
|
)
|
|
$
|
(1,369
|
)
|
|
|
$
|
(34,889
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2018 |
|
Year Ended December 31,
2017 |
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Current tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(99,965
|
)
|
|
$
|
10,078
|
|
|
$
|
(390
|
)
|
|
|
$
|
—
|
|
State
|
(21
|
)
|
|
687
|
|
|
180
|
|
|
|
—
|
|
||||
Total current
|
$
|
(99,986
|
)
|
|
$
|
10,765
|
|
|
$
|
(210
|
)
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(49,322
|
)
|
|
$
|
(78,744
|
)
|
|
$
|
(1,628
|
)
|
|
|
$
|
(29,961
|
)
|
State
|
(16,055
|
)
|
|
—
|
|
|
(82
|
)
|
|
|
(9,920
|
)
|
||||
Total deferred
|
$
|
(65,377
|
)
|
|
$
|
(78,744
|
)
|
|
$
|
(1,710
|
)
|
|
|
$
|
(39,881
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Total income tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(149,287
|
)
|
|
$
|
(68,666
|
)
|
|
$
|
(2,018
|
)
|
|
|
$
|
(29,961
|
)
|
State
|
(16,076
|
)
|
|
687
|
|
|
98
|
|
|
|
(9,920
|
)
|
||||
Total
|
$
|
(165,363
|
)
|
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2018 |
|
Year Ended December 31,
2017 |
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Federal statutory income tax expense (benefit)
|
$
|
28,873
|
|
|
$
|
37,015
|
|
|
$
|
(4,818
|
)
|
|
|
$
|
(35,497
|
)
|
Increase (reductions) in taxes due to:
|
|
|
|
|
|
|
|
|
||||||||
Percentage depletion allowance
|
(3,770
|
)
|
|
(5,164
|
)
|
|
(1,096
|
)
|
|
|
(5,209
|
)
|
||||
Federal tax rate change
|
—
|
|
|
179,825
|
|
|
—
|
|
|
|
—
|
|
||||
SAB 118 finalization
|
(6,735
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Estimated sequestration impact
|
(7,139
|
)
|
|
5,640
|
|
|
—
|
|
|
|
—
|
|
||||
State taxes, net of federal tax impact
|
6,569
|
|
|
1,059
|
|
|
(226
|
)
|
|
|
(1,365
|
)
|
||||
State tax rate and NOL change, net of federal tax impact
|
(4,779
|
)
|
|
(4,705
|
)
|
|
—
|
|
|
|
(5,151
|
)
|
||||
Change in valuation allowances
|
(208,474
|
)
|
|
(280,094
|
)
|
|
(8,950
|
)
|
|
|
69
|
|
||||
Net operating loss carryback
|
(59,404
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Amended return - capital loss impact
|
69,430
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Non-taxable bargain purchase gain
|
—
|
|
|
(354
|
)
|
|
(2,702
|
)
|
|
|
—
|
|
||||
Non-deductible mark-to-market adjustment - warrant derivative
|
—
|
|
|
—
|
|
|
11,891
|
|
|
|
—
|
|
||||
Non-deductible transaction costs
|
1,706
|
|
|
—
|
|
|
—
|
|
|
|
6,962
|
|
||||
Stock-based compensation
|
(687
|
)
|
|
(1,144
|
)
|
|
—
|
|
|
|
—
|
|
||||
Charitable contribution carryforward expiration
|
9,634
|
|
|
—
|
|
|
3,537
|
|
|
|
—
|
|
||||
Provision to return adjustment
|
5,022
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other, net
|
4,391
|
|
|
(57
|
)
|
|
444
|
|
|
|
310
|
|
||||
Income tax benefit
|
$
|
(165,363
|
)
|
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
|
Successor
|
||||||
|
Year Ended December 31,
2018 |
|
Year Ended December 31,
2017 |
||||
Deferred tax assets:
|
|
|
|
||||
Property, plant and mineral reserves
|
$
|
—
|
|
|
$
|
65,618
|
|
Asset retirement obligations
|
59,973
|
|
|
19,365
|
|
||
Reserves and accruals not currently deductible
|
9,163
|
|
|
8,362
|
|
||
Workers’ compensation benefit obligations
|
56,859
|
|
|
12,502
|
|
||
Pension obligations
|
47,256
|
|
|
—
|
|
||
Equity method investments
|
3,506
|
|
|
3,176
|
|
||
Charitable contribution carryforwards
|
724
|
|
|
11,312
|
|
||
Alternative minimum tax credit carryforwards
|
68,774
|
|
|
78,744
|
|
||
Loss carryforwards, net of Section 382 limitation
|
109,850
|
|
|
175,846
|
|
||
Acquisition-related obligations
|
25,590
|
|
|
7,383
|
|
||
Other
|
11,909
|
|
|
6,022
|
|
||
Gross deferred tax assets
|
393,604
|
|
|
388,330
|
|
||
Less valuation allowance
|
(94,802
|
)
|
|
(298,892
|
)
|
||
Deferred tax assets
|
$
|
298,802
|
|
|
$
|
89,438
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and mineral reserves
|
$
|
(189,232
|
)
|
|
$
|
—
|
|
Acquired intangibles, net
|
(31,540
|
)
|
|
(4,273
|
)
|
||
Prepaid expenses
|
(6,882
|
)
|
|
(5,186
|
)
|
||
Restricted cash
|
(55,112
|
)
|
|
—
|
|
||
Other
|
(3,975
|
)
|
|
(1,235
|
)
|
||
Total deferred tax liabilities
|
(286,741
|
)
|
|
(10,694
|
)
|
||
Net deferred tax assets
|
$
|
12,061
|
|
|
$
|
78,744
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2018 |
|
Year Ended December 31,
2017 |
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Valuation allowance beginning of period
|
$
|
298,892
|
|
|
$
|
531,054
|
|
|
$
|
539,856
|
|
|
|
$
|
153
|
|
(Decrease) increase in valuation allowance recorded to income tax expense (benefit)
|
(208,474
|
)
|
|
(288,177
|
)
|
|
(8,802
|
)
|
|
|
3,143
|
|
||||
Increase in valuation allowance not affecting income tax expense
|
4,384
|
|
|
56,015
|
|
|
—
|
|
|
|
—
|
|
||||
Valuation allowance end of period
|
$
|
94,802
|
|
|
$
|
298,892
|
|
|
$
|
531,054
|
|
|
|
$
|
3,296
|
|
|
Successor
|
||
|
Year Ended
December 31, 2018 |
||
Change in benefit obligations:
|
|
||
Accumulated benefit obligation at beginning of period:
|
$
|
—
|
|
Interest cost
|
4,500
|
|
|
Actuarial loss
|
22,410
|
|
|
Benefits paid
|
(5,295
|
)
|
|
Acquisition
|
653,867
|
|
|
Accumulated benefit obligation at end of period
|
$
|
675,482
|
|
|
|
||
Change in fair value of plan assets:
|
|
||
Fair value of plan assets at beginning of period
|
$
|
—
|
|
Actual return on plan assets
|
4,112
|
|
|
Benefits paid
|
(5,295
|
)
|
|
Acquisition
|
495,863
|
|
|
Fair value of plan assets at end of period
|
$
|
494,680
|
|
Funded status
|
$
|
(180,802
|
)
|
Accrued benefit cost at end of period
(1)
|
$
|
(180,802
|
)
|
|
Successor
|
||
|
December 31, 2018
|
||
Net actuarial loss
|
$
|
23,075
|
|
|
Successor
|
||
|
Year Ended December 31, 2018
|
||
Interest cost
|
$
|
4,500
|
|
Expected return on plan assets
|
(4,777
|
)
|
|
Net periodic benefit credit
|
$
|
(277
|
)
|
|
Successor
|
||
|
Year Ended
December 31, 2018
|
||
Current year actuarial loss
|
$
|
23,075
|
|
Total recognized in other comprehensive loss
|
23,075
|
|
|
Total recognized in net periodic benefit credit and other comprehensive loss
|
$
|
22,798
|
|
|
Successor
|
||
|
December 31, 2018
|
||
Projected benefit obligation
|
$
|
675,482
|
|
Accumulated benefit obligation
|
$
|
675,482
|
|
Fair value of plan assets
|
$
|
494,680
|
|
|
Successor
|
|
|
December 31, 2018
|
|
Discount rate
|
4.33
|
%
|
|
Successor
|
|
|
Year Ended December 31, 2018
|
|
Discount rate for benefit obligation
|
4.50
|
%
|
Discount rate for interest cost
|
4.23
|
%
|
Expected return on plan assets
|
5.80
|
%
|
|
Target Allocation Percentages 2019
|
|
Percentage of Plan Assets 2018
|
||
Equity funds
|
40
|
%
|
|
40
|
%
|
Fixed income funds
|
60
|
%
|
|
57
|
%
|
Other types of investments
|
—
|
%
|
|
3
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
2019
|
$
|
30,019
|
|
2020
|
30,488
|
|
|
2021
|
31,139
|
|
|
2022
|
32,146
|
|
|
2023
|
32,942
|
|
|
2024-2028
|
170,545
|
|
|
|
$
|
327,279
|
|
Asset Category
|
Total
|
|
Quoted Market Prices in Active Market for Identical Assets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Multi-asset fund
(1)
|
$
|
195,278
|
|
|
$
|
—
|
|
|
$
|
195,278
|
|
|
$
|
—
|
|
Fixed income funds:
|
|
|
|
|
|
|
|
||||||||
Bond fund
(2)
|
283,517
|
|
|
—
|
|
|
283,517
|
|
|
—
|
|
||||
Commingled short-term fund
(3)
|
1,654
|
|
|
1,654
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed insurance contract
|
10,886
|
|
|
—
|
|
|
—
|
|
|
10,886
|
|
||||
Total
|
$
|
491,335
|
|
|
$
|
1,654
|
|
|
$
|
478,795
|
|
|
$
|
10,886
|
|
Receivable
(4)
|
921
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
492,256
|
|
|
|
|
|
|
|
|||||||
Private equity funds measured at net asset value practical expedient
(5)
|
2,424
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
494,680
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||
|
Guaranteed Insurance Contract
|
||
Beginning balance, December 31, 2017
|
$
|
—
|
|
Acquisition
|
11,266
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
11
|
|
|
Purchases, sales and settlements
|
(391
|
)
|
|
Ending balance, December 31, 2018
|
$
|
10,886
|
|
|
Successor
|
||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Accumulated benefit obligation at beginning of period
|
$
|
18,370
|
|
|
$
|
13,501
|
|
Service cost
|
930
|
|
|
651
|
|
||
Interest cost
|
1,185
|
|
|
633
|
|
||
Actuarial loss
|
272
|
|
|
3,661
|
|
||
Benefits paid
|
(1,462
|
)
|
|
(76
|
)
|
||
Acquisition
|
75,510
|
|
|
—
|
|
||
Accumulated benefit obligation at end of period
|
$
|
94,805
|
|
|
$
|
18,370
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
28
|
|
|
—
|
|
||
Benefits paid
|
(1,462
|
)
|
|
(76
|
)
|
||
Employer contributions
|
1,462
|
|
|
76
|
|
||
Acquisition
|
2,569
|
|
|
—
|
|
||
Fair value of plan assets at end of period
(1)
|
2,597
|
|
|
—
|
|
||
Funded status
|
$
|
(92,208
|
)
|
|
$
|
(18,370
|
)
|
Accrued benefit cost at end of period
|
$
|
(92,208
|
)
|
|
$
|
(18,370
|
)
|
Summary of accrued benefit cost at end of period:
|
|
|
|
||||
Continuing operations
|
(92,114
|
)
|
|
(18,241
|
)
|
||
Discontinued operations
|
(94
|
)
|
|
(129
|
)
|
||
Total accrued benefit cost at end of period
|
$
|
(92,208
|
)
|
|
$
|
(18,370
|
)
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current liabilities
|
$
|
8,133
|
|
|
$
|
202
|
|
Long-term liabilities
|
83,981
|
|
|
18,039
|
|
||
Long-term liabilities - discontinued operations
|
94
|
|
|
129
|
|
||
|
$
|
92,208
|
|
|
$
|
18,370
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net actuarial loss
|
$
|
1,684
|
|
|
$
|
1,628
|
|
Accumulated other comprehensive loss
|
$
|
1,684
|
|
|
$
|
1,628
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Service cost
|
$
|
930
|
|
|
$
|
651
|
|
|
$
|
300
|
|
|
|
$
|
353
|
|
Interest cost
|
1,185
|
|
|
633
|
|
|
225
|
|
|
|
703
|
|
||||
Expected return on plan assets
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
|
(27
|
)
|
||||
Amortization of net actuarial loss (gain)
|
199
|
|
|
(149
|
)
|
|
—
|
|
|
|
206
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
|
824
|
|
||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,712
|
|
||||
Net periodic expense
|
$
|
2,303
|
|
|
$
|
1,135
|
|
|
$
|
525
|
|
|
|
$
|
4,771
|
|
Summary net periodic expense:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
2,304
|
|
|
$
|
1,125
|
|
|
$
|
521
|
|
|
|
$
|
4,639
|
|
Discontinued operations
|
(1
|
)
|
|
10
|
|
|
4
|
|
|
|
132
|
|
||||
Total net periodic expense
|
$
|
2,303
|
|
|
$
|
1,135
|
|
|
$
|
525
|
|
|
|
$
|
4,771
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Actuarial loss (gain)
|
$
|
255
|
|
|
$
|
3,661
|
|
|
$
|
(2,182
|
)
|
|
|
$
|
3,415
|
|
Amortization of net actuarial (loss) gain
|
(199
|
)
|
|
149
|
|
|
—
|
|
|
|
(206
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(824
|
)
|
||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2,712
|
)
|
||||
Total recognized in other comprehensive loss (income)
|
$
|
56
|
|
|
$
|
3,810
|
|
|
$
|
(2,182
|
)
|
|
|
$
|
(327
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss (income)
|
$
|
2,359
|
|
|
$
|
4,945
|
|
|
$
|
(1,657
|
)
|
|
|
$
|
4,444
|
|
|
Successor
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||
Discount rate
|
4.36
|
%
|
|
3.71
|
%
|
Federal black lung benefit trend rate
|
2.50
|
%
|
|
2.50
|
%
|
Black lung medical benefit trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Black lung benefit expense inflation rate
|
2.50
|
%
|
|
2.50
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||
Discount rate for benefit obligation
|
4.37
|
%
|
|
4.29
|
%
|
|
3.62
|
%
|
|
|
3.90
|
%
|
Discount rate for service cost
|
3.90
|
%
|
|
4.32
|
%
|
|
3.66
|
%
|
|
|
N/A
|
|
Discount rate for interest cost
|
3.83
|
%
|
|
4.20
|
%
|
|
3.49
|
%
|
|
|
N/A
|
|
Federal black lung benefit trend rate
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
|
3.00
|
%
|
Black lung medical benefit trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
|
N/A
|
|
Black lung benefit expense inflation rate
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
|
N/A
|
|
Expected return on plan assets
|
2.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
2.50
|
%
|
Year ending December 31:
|
|
||
2019
|
$
|
8,133
|
|
2020
|
6,018
|
|
|
2021
|
6,105
|
|
|
2022
|
6,496
|
|
|
2023
|
6,630
|
|
|
2024-2028
|
16,386
|
|
|
|
$
|
49,768
|
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Change in benefit obligation:
|
|
|
|
||||
Accumulated benefit obligation at beginning of period
|
$
|
12,640
|
|
|
$
|
12,553
|
|
Interest cost
|
388
|
|
|
406
|
|
||
Actuarial (gain) loss
|
(1,164
|
)
|
|
171
|
|
||
Benefits paid
|
(496
|
)
|
|
(490
|
)
|
||
Accumulated benefit obligation at end of period
|
$
|
11,368
|
|
|
$
|
12,640
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Benefits paid
(1)
|
(496
|
)
|
|
(490
|
)
|
||
Employer contributions
(1)
|
496
|
|
|
490
|
|
||
Fair value of plan assets at end of period
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
(11,368
|
)
|
|
(12,640
|
)
|
||
Accrued benefit cost at end of year
|
$
|
(11,368
|
)
|
|
$
|
(12,640
|
)
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Current liabilities
|
$
|
787
|
|
|
$
|
834
|
|
Long-term liabilities
|
10,581
|
|
|
11,806
|
|
||
|
$
|
11,368
|
|
|
$
|
12,640
|
|
(1)
|
Amount is comprised of premium payments to commercial life insurance provider.
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Net actuarial gain
|
$
|
(1,979
|
)
|
|
$
|
(861
|
)
|
Accumulated other comprehensive income
|
$
|
(1,979
|
)
|
|
$
|
(861
|
)
|
|
Successor
|
||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Interest cost
|
$
|
388
|
|
|
$
|
406
|
|
Amortization of net actuarial gain
|
(46
|
)
|
|
(54
|
)
|
||
Net periodic expense
|
$
|
342
|
|
|
$
|
352
|
|
|
Successor
|
||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Actuarial (gain) loss
|
$
|
(1,164
|
)
|
|
$
|
171
|
|
Amortization of net actuarial gain
|
46
|
|
|
54
|
|
||
Total recognized in other comprehensive (loss) income
|
$
|
(1,118
|
)
|
|
$
|
225
|
|
|
Successor
|
||||
|
2018
|
|
2017
|
||
Discount rate
|
4.21
|
%
|
|
3.56
|
%
|
|
Successor
|
||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||
Discount rate for benefit obligations
|
3.56
|
%
|
|
4.03
|
%
|
Discount rate for interest cost
|
3.18
|
%
|
|
3.18
|
%
|
Year ending December 31:
|
|
||
2019
|
$
|
787
|
|
2020
|
696
|
|
|
2021
|
683
|
|
|
2022
|
674
|
|
|
2023
|
666
|
|
|
2024-2028
|
3,272
|
|
|
|
$
|
6,778
|
|
Stock price
|
$
|
65.50
|
|
Exercise price
|
$
|
66.13
|
|
Expected term
(1)
|
6.00
|
|
|
Annual risk-free interest rate
(2)
|
2.18
|
%
|
|
Annualized volatility
(3)
|
60.9
|
%
|
(1)
|
The expected term represents the period of time that awards granted are expected to be outstanding.
|
(2)
|
The annual risk-free interest rate is based on the U.S. Constant Maturity Curve with a term equal to the award’s expected term on date of grant.
|
(3)
|
The annualized volatility is calculated by observing volatilities for comparable companies with adjustments for the Company’s size and leverage.
|
Total equity value
|
$44,644
|
Strike price
|
$2.50 per share and $5.00 per share for the fixed strike prices and the VWAP options, respectively
|
Expected life
|
The expected life was estimated by using the mid-point between the earliest time to exercise and the contractual expiration date
|
Volatility
|
85.0%
|
Cost of equity
|
40.0%
|
Risk-free rate
|
Estimated based on the U.S. Constant Maturity Treasury yield curve as of the Acquisition Date and linear interpolation to match for the respective term
|
Discount for lack of marketability
|
41.0% using the protective put method
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value |
|||
Non-vested shares outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
309,310
|
|
|
$
|
2.50
|
|
Vested
|
(309,310
|
)
|
|
$
|
2.50
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
437,450
|
|
|
$
|
65.55
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
437,450
|
|
|
$
|
65.55
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(172,651
|
)
|
|
$
|
65.55
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2018
|
264,799
|
|
|
$
|
65.55
|
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value |
|||
Non-vested shares outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
28,122
|
|
|
$
|
16.00
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2016
|
28,122
|
|
|
$
|
16.00
|
|
Granted
|
5,504
|
|
|
$
|
73.37
|
|
Vested
(1)
|
(28,122
|
)
|
|
$
|
16.00
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
5,504
|
|
|
$
|
73.37
|
|
Granted
|
269,922
|
|
|
$
|
74.73
|
|
Vested
|
(22,417
|
)
|
|
$
|
74.67
|
|
Forfeited or Expired
|
(1,134
|
)
|
|
$
|
73.61
|
|
Non-vested shares outstanding at December 31, 2018
|
251,875
|
|
|
$
|
74.71
|
|
|
Number of
Shares |
|
Weighted-
Average Fair Value (1) |
|||
Non-vested shares outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
6,700
|
|
|
$
|
62.55
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
6,700
|
|
|
$
|
59.38
|
|
Granted
|
18,063
|
|
|
$
|
65.00
|
|
Vested
(2)
|
(6,700
|
)
|
|
$
|
71.66
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2018
|
18,063
|
|
|
$
|
65.74
|
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||
Outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
145,648
|
|
|
$
|
2.50
|
|
|
10.00
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2016
|
145,648
|
|
|
$
|
2.50
|
|
|
9.57
|
Exercisable at December 31, 2016
|
145,648
|
|
|
$
|
2.50
|
|
|
9.57
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2017
|
145,648
|
|
|
$
|
2.50
|
|
|
8.57
|
Exercisable at December 31, 2017
|
145,648
|
|
|
$
|
2.50
|
|
|
8.57
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
(19,520
|
)
|
|
$
|
2.50
|
|
|
7.92
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2018
|
126,128
|
|
|
$
|
2.50
|
|
|
7.57
|
Exercisable at December 31, 2018
|
126,128
|
|
|
$
|
2.50
|
|
|
7.57
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) |
|||
Outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
145,648
|
|
|
$
|
5.00
|
|
|
10.00
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2016
|
145,648
|
|
|
$
|
5.00
|
|
|
9.57
|
Exercisable at December 31, 2016
|
145,648
|
|
|
$
|
5.00
|
|
|
9.57
|
Granted
|
129,520
|
|
|
$
|
66.13
|
|
|
9.18
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2017
|
275,168
|
|
|
$
|
33.77
|
|
|
8.86
|
Exercisable at December 31, 2017
|
145,648
|
|
|
$
|
5.00
|
|
|
8.57
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
(19,520
|
)
|
|
$
|
5.00
|
|
|
7.92
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2018
|
255,648
|
|
|
$
|
35.97
|
|
|
7.88
|
Exercisable at December 31, 2018
|
177,152
|
|
|
$
|
22.61
|
|
|
7.74
|
|
Number of
Shares |
|
Weighted-Average
Grant Date Fair Value |
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2015
|
4,722,199
|
|
|
$
|
3.24
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(511,048
|
)
|
|
$
|
2.13
|
|
Non-vested shares outstanding at July 25, 2016
|
4,211,151
|
|
|
$
|
3.37
|
|
|
Number of
Shares |
|
Weighted-Average
Grant Date Fair Value (1) |
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2015
|
9,950,460
|
|
|
$
|
0.01
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(550,653
|
)
|
|
$
|
1.46
|
|
Non-vested shares outstanding at July 25, 2016
|
9,399,807
|
|
|
$
|
1.35
|
|
(1)
|
The time-based cash units were accounted for as liability awards and subject to variable accounting. Therefore, the weighted-average fair value was calculated using Alpha’s stock price at the respective granted date, vested date and forfeited/expired date.
|
|
Number of
Shares (1) |
|
Weighted-Average Grant Date Fair Value
|
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2015
|
4,395,717
|
|
|
$
|
6.39
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(1,363,126
|
)
|
|
$
|
7.63
|
|
Non-vested shares outstanding at July 25, 2016
|
3,032,591
|
|
|
$
|
5.83
|
|
(1)
|
Shares in the table above were based on the maximum shares that can be awarded based on the achievement of the performance criteria.
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price |
|
Weighted-Average
Remaining Contractual Term (Years) |
|||
Alpha
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
359,027
|
|
|
$
|
26.20
|
|
|
3.50
|
Exercisable at December 31, 2015
|
359,027
|
|
|
$
|
26.20
|
|
|
3.50
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
(58,350
|
)
|
|
$
|
22.87
|
|
|
|
Outstanding at July 25, 2016
|
300,677
|
|
|
$
|
26.84
|
|
|
2.89
|
Exercisable at July 25, 2016
|
300,677
|
|
|
$
|
26.84
|
|
|
2.89
|
|
Options Outstanding and Exercisable
|
|||||||
Exercise Price
|
Shares
|
|
Weighted-Average
Remaining Life (yrs) |
|
Weighted-Average
Exercise Price |
|||
$ 11.15 - $20.44
|
110,413
|
|
|
2.03
|
|
$
|
16.59
|
|
$ 23.93 - $32.91
|
112,704
|
|
|
2.79
|
|
$
|
27.08
|
|
$ 40.98 - $48.26
|
77,560
|
|
|
4.27
|
|
$
|
41.07
|
|
|
300,677
|
|
|
2.89
|
|
$
|
26.84
|
|
|
Predecessor
|
||
|
Period from January 1, 2016 to July 25, 2016
(2)
|
||
Professional fees
(1)
|
$
|
(28,652
|
)
|
Provision for rejected contracts and leases
|
(3,524
|
)
|
|
Trade accounts payable and other
|
1,103
|
|
|
Reorganization items, net
|
$
|
(31,073
|
)
|
|
Operating
Leases |
|
Coal
Royalties |
||||
Year Ending December 31:
|
|
|
|
||||
2019
|
$
|
3,537
|
|
|
$
|
13,579
|
|
2020
|
3,232
|
|
|
12,992
|
|
||
2021
|
1,945
|
|
|
12,687
|
|
||
2022
|
360
|
|
|
10,697
|
|
||
2023
|
158
|
|
|
9,618
|
|
||
Thereafter
|
458
|
|
|
28,056
|
|
||
Total
|
$
|
9,690
|
|
|
$
|
87,629
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Total revenue
|
$
|
2,031,205
|
|
|
$
|
1,649,969
|
|
|
$
|
506,296
|
|
|
|
$
|
411,111
|
|
Top customer as % of total revenue
(1)
|
17
|
%
|
|
15
|
%
|
|
15
|
%
|
|
|
7
|
%
|
||||
Top 10 customers as % of total revenue
(2)
|
60
|
%
|
|
65
|
%
|
|
67
|
%
|
|
|
54
|
%
|
||||
Met coal as % of coal sales volume
|
63
|
%
|
|
57
|
%
|
|
53
|
%
|
|
|
37
|
%
|
||||
Thermal coal as % of coal sales volume
|
37
|
%
|
|
43
|
%
|
|
47
|
%
|
|
|
63
|
%
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Total revenues
|
$
|
650,385
|
|
|
$
|
36,222
|
|
|
$
|
285,796
|
|
|
$
|
1,055,505
|
|
|
$
|
3,297
|
|
|
$
|
2,031,205
|
|
Depreciation, depletion, and amortization
|
$
|
40,330
|
|
|
$
|
10,596
|
|
|
$
|
23,273
|
|
|
$
|
—
|
|
|
$
|
3,350
|
|
|
$
|
77,549
|
|
Amortization of acquired intangibles, net
|
$
|
2,746
|
|
|
$
|
662
|
|
|
$
|
—
|
|
|
$
|
(8,800
|
)
|
|
$
|
—
|
|
|
$
|
(5,392
|
)
|
Adjusted EBITDA
|
$
|
236,400
|
|
|
$
|
(875
|
)
|
|
$
|
44,368
|
|
|
$
|
98,735
|
|
|
$
|
(43,552
|
)
|
|
$
|
335,076
|
|
Capital expenditures
|
$
|
39,634
|
|
|
$
|
1,280
|
|
|
$
|
40,635
|
|
|
$
|
—
|
|
|
$
|
332
|
|
|
$
|
81,881
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Total revenues
|
$
|
460,023
|
|
|
$
|
—
|
|
|
$
|
306,563
|
|
|
$
|
882,548
|
|
|
$
|
835
|
|
|
$
|
1,649,969
|
|
Depreciation, depletion, and amortization
|
$
|
18,941
|
|
|
$
|
—
|
|
|
$
|
15,087
|
|
|
$
|
—
|
|
|
$
|
882
|
|
|
$
|
34,910
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,007
|
|
|
$
|
—
|
|
|
$
|
59,007
|
|
Adjusted EBITDA
|
$
|
175,018
|
|
|
$
|
—
|
|
|
$
|
54,433
|
|
|
$
|
89,296
|
|
|
$
|
(40,281
|
)
|
|
$
|
278,466
|
|
Capital expenditures
|
$
|
20,494
|
|
|
$
|
—
|
|
|
$
|
51,007
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
72,701
|
|
|
Successor
|
||||||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Total revenues
|
$
|
138,973
|
|
|
$
|
—
|
|
|
$
|
132,363
|
|
|
$
|
234,704
|
|
|
$
|
256
|
|
|
$
|
506,296
|
|
Depreciation, depletion, and amortization
|
$
|
6,442
|
|
|
$
|
—
|
|
|
$
|
(772
|
)
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
5,973
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,281
|
|
|
$
|
—
|
|
|
$
|
61,281
|
|
Adjusted EBITDA
|
$
|
46,404
|
|
|
$
|
—
|
|
|
$
|
28,198
|
|
|
$
|
39,265
|
|
|
$
|
(18,042
|
)
|
|
$
|
95,825
|
|
Capital expenditures
|
$
|
4,626
|
|
|
$
|
—
|
|
|
$
|
18,136
|
|
|
$
|
—
|
|
|
$
|
612
|
|
|
$
|
23,374
|
|
|
Predecessor
|
||||||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Total revenues
|
$
|
169,411
|
|
|
$
|
—
|
|
|
$
|
229,323
|
|
|
$
|
12,377
|
|
|
$
|
—
|
|
|
$
|
411,111
|
|
Depreciation, depletion, and amortization
|
$
|
15,389
|
|
|
$
|
—
|
|
|
$
|
49,852
|
|
|
$
|
3
|
|
|
$
|
832
|
|
|
$
|
66,076
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,567
|
|
Adjusted EBITDA
|
$
|
625
|
|
|
$
|
—
|
|
|
$
|
35,515
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,073
|
)
|
|
$
|
5,887
|
|
Capital expenditures
|
$
|
894
|
|
|
$
|
—
|
|
|
$
|
14,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,362
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
193,422
|
|
|
$
|
(18,974
|
)
|
|
$
|
18,651
|
|
|
$
|
107,196
|
|
|
$
|
2,559
|
|
|
$
|
302,854
|
|
Interest expense
|
260
|
|
|
1
|
|
|
(1,286
|
)
|
|
—
|
|
|
39,835
|
|
|
38,810
|
|
||||||
Interest income
|
(22
|
)
|
|
—
|
|
|
(34
|
)
|
|
(18
|
)
|
|
(1,875
|
)
|
|
(1,949
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,363
|
)
|
|
(165,363
|
)
|
||||||
Depreciation, depletion and amortization
|
40,330
|
|
|
10,596
|
|
|
23,273
|
|
|
—
|
|
|
3,350
|
|
|
77,549
|
|
||||||
Merger related costs
|
—
|
|
|
1
|
|
|
—
|
|
|
22
|
|
|
51,777
|
|
|
51,800
|
|
||||||
Management restructuring costs
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,659
|
|
|
2,659
|
|
||||||
Non-cash stock compensation expense
|
73
|
|
|
24
|
|
|
—
|
|
|
335
|
|
|
11,546
|
|
|
11,978
|
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(580
|
)
|
|
(580
|
)
|
||||||
Gain on sale of disposal group
(2)
|
(16,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,386
|
)
|
||||||
Accretion on asset retirement obligations
|
4,430
|
|
|
1,298
|
|
|
3,764
|
|
|
—
|
|
|
474
|
|
|
9,966
|
|
||||||
Loss on modification and extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,042
|
|
|
12,042
|
|
||||||
Cost impact of coal inventory fair value adjustment
(3)
|
11,547
|
|
|
5,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,064
|
|
||||||
Amortization of acquired intangibles, net
|
2,746
|
|
|
662
|
|
|
—
|
|
|
(8,800
|
)
|
|
—
|
|
|
(5,392
|
)
|
||||||
Adjusted EBITDA
|
$
|
236,400
|
|
|
$
|
(875
|
)
|
|
$
|
44,368
|
|
|
$
|
98,735
|
|
|
$
|
(43,552
|
)
|
|
$
|
335,076
|
|
|
Successor
|
||||||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
150,304
|
|
|
$
|
—
|
|
|
$
|
36,604
|
|
|
$
|
29,639
|
|
|
$
|
(42,812
|
)
|
|
$
|
173,735
|
|
Interest expense
|
(90
|
)
|
|
—
|
|
|
(1,505
|
)
|
|
—
|
|
|
37,572
|
|
|
35,977
|
|
||||||
Interest income
|
(22
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(187
|
)
|
|
(210
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,979
|
)
|
|
(67,979
|
)
|
||||||
Depreciation, depletion and amortization
|
18,941
|
|
|
—
|
|
|
15,087
|
|
|
—
|
|
|
882
|
|
|
34,910
|
|
||||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
19,559
|
|
|
20,209
|
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,221
|
|
|
3,221
|
|
||||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
||||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|
4,491
|
|
||||||
Loss on modification and extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
||||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
(1,011
|
)
|
||||||
Accretion on asset retirement obligations
|
5,770
|
|
|
—
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
59,007
|
|
|
—
|
|
|
59,007
|
|
||||||
Expenses related to the dividend
|
115
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
6,168
|
|
|
6,367
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
175,018
|
|
|
$
|
—
|
|
|
$
|
54,433
|
|
|
$
|
89,296
|
|
|
$
|
(40,281
|
)
|
|
$
|
278,466
|
|
|
Successor
|
||||||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
37,436
|
|
|
$
|
—
|
|
|
$
|
26,434
|
|
|
$
|
(22,053
|
)
|
|
$
|
(53,663
|
)
|
|
$
|
(11,846
|
)
|
Interest expense
|
97
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
20,228
|
|
|
20,496
|
|
||||||
Interest income
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(23
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
(1,920
|
)
|
||||||
Depreciation, depletion and amortization
|
6,442
|
|
|
—
|
|
|
(772
|
)
|
|
—
|
|
|
303
|
|
|
5,973
|
|
||||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
1,387
|
|
|
1,424
|
|
||||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
33,975
|
|
||||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,719
|
)
|
|
(7,719
|
)
|
||||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,616
|
)
|
|
(10,616
|
)
|
||||||
Accretion on asset retirement obligations
|
2,435
|
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
61,281
|
|
|
—
|
|
|
61,281
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
46,404
|
|
|
$
|
—
|
|
|
$
|
28,198
|
|
|
$
|
39,265
|
|
|
$
|
(18,042
|
)
|
|
$
|
95,825
|
|
|
Predecessor
|
||||||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||||||
|
CAPP - Met
|
|
CAPP - Thermal
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||||
Net income (loss) from continuing operations
|
$
|
(26,407
|
)
|
|
$
|
—
|
|
|
$
|
(43,143
|
)
|
|
$
|
(1,452
|
)
|
|
$
|
9,461
|
|
|
$
|
(61,541
|
)
|
Interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Interest income
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,881
|
)
|
|
(39,881
|
)
|
||||||
Depreciation, depletion and amortization
|
15,389
|
|
|
—
|
|
|
49,852
|
|
|
3
|
|
|
832
|
|
|
66,076
|
|
||||||
Non-cash stock compensation expense
|
34
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
498
|
|
|
593
|
|
||||||
Reorganization items, net
|
8,196
|
|
|
—
|
|
|
12,528
|
|
|
248
|
|
|
17
|
|
|
20,989
|
|
||||||
Asset impairment and restructuring
|
1,667
|
|
|
—
|
|
|
1,408
|
|
|
21
|
|
|
—
|
|
|
3,096
|
|
||||||
Accretion on asset retirement obligations
|
1,753
|
|
|
—
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
||||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
11,567
|
|
|
—
|
|
|
—
|
|
|
11,567
|
|
||||||
Adjusted EBITDA
(1) (2)
|
$
|
625
|
|
|
$
|
—
|
|
|
$
|
35,515
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,073
|
)
|
|
$
|
5,887
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Total coal revenues
(1)
|
$
|
2,020,889
|
|
|
$
|
1,639,883
|
|
|
$
|
502,236
|
|
|
|
$
|
396,768
|
|
Export coal revenues
(1) (2)
|
$
|
1,671,646
|
|
|
$
|
1,265,320
|
|
|
$
|
357,343
|
|
|
|
$
|
155,735
|
|
Export coal revenues as % of total coal revenues
(1)
|
83
|
%
|
|
77
|
%
|
|
71
|
%
|
|
|
39
|
%
|
|
Successor
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current assets
|
$
|
2,159
|
|
|
$
|
5,960
|
|
Non-current assets
|
$
|
59,253
|
|
|
$
|
59,868
|
|
Current liabilities
|
$
|
3,103
|
|
|
$
|
1,530
|
|
Non-current liabilities
|
$
|
5,694
|
|
|
$
|
6,476
|
|
Partners' equity
|
$
|
52,615
|
|
|
$
|
57,822
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||||
Operating expenses
|
$
|
33,518
|
|
|
$
|
26,893
|
|
|
$
|
9,792
|
|
|
|
$
|
12,271
|
|
Other income, net
|
$
|
(20,314
|
)
|
|
$
|
(16,875
|
)
|
|
$
|
(3,683
|
)
|
|
|
$
|
(5,032
|
)
|
Total expenses, net
|
$
|
13,204
|
|
|
$
|
10,018
|
|
|
$
|
6,109
|
|
|
|
$
|
7,239
|
|
Contributions from partners to fund continuing operations
|
$
|
7,997
|
|
|
$
|
9,302
|
|
|
$
|
6,243
|
|
|
|
$
|
4,883
|
|
Expenses (over)/under contributions
|
$
|
(5,207
|
)
|
|
$
|
(716
|
)
|
|
$
|
134
|
|
|
|
$
|
(2,356
|
)
|
Depreciation and amortization
|
$
|
6,009
|
|
|
$
|
5,147
|
|
|
$
|
1,223
|
|
|
|
$
|
2,413
|
|
|
Successor
|
||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
(2)
|
|
Third Quarter
|
|
Fourth Quarter
(3)
|
||||||||
Total revenues
|
$
|
482,332
|
|
|
$
|
528,918
|
|
|
$
|
447,871
|
|
|
$
|
572,084
|
|
Net income from continuing operations
(1)
|
58,300
|
|
|
74,642
|
|
|
14,011
|
|
|
155,901
|
|
||||
Net (loss) income from discontinued operations
|
(1,359
|
)
|
|
(854
|
)
|
|
(2,117
|
)
|
|
641
|
|
||||
Net income
|
$
|
56,941
|
|
|
$
|
73,788
|
|
|
$
|
11,894
|
|
|
$
|
156,542
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
9,548,613
|
|
|
9,625,874
|
|
|
9,633,164
|
|
|
15,014,994
|
|
||||
Weighted average shares - diluted
|
10,292,607
|
|
|
10,306,043
|
|
|
10,384,513
|
|
|
15,822,037
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
6.11
|
|
|
$
|
7.75
|
|
|
$
|
1.45
|
|
|
$
|
10.38
|
|
(Loss) income from discontinued operations
|
(0.15
|
)
|
|
(0.08
|
)
|
|
(0.22
|
)
|
|
0.04
|
|
||||
Net income
|
$
|
5.96
|
|
|
$
|
7.67
|
|
|
$
|
1.23
|
|
|
$
|
10.42
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) income per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
5.66
|
|
|
$
|
7.24
|
|
|
$
|
1.35
|
|
|
$
|
9.85
|
|
(Loss) income from discontinued operations
|
(0.13
|
)
|
|
(0.08
|
)
|
|
(0.20
|
)
|
|
0.04
|
|
||||
Net income
|
$
|
5.53
|
|
|
$
|
7.16
|
|
|
$
|
1.15
|
|
|
$
|
9.89
|
|
|
Successor
|
||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||
|
First Quarter
(2)
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
$
|
475,119
|
|
|
$
|
439,668
|
|
|
$
|
382,537
|
|
|
$
|
352,645
|
|
Net income from continuing operations
(1)
|
$
|
30,956
|
|
|
$
|
18,399
|
|
|
$
|
9,730
|
|
|
$
|
114,650
|
|
Net income (loss) from discontinued operations
|
$
|
4,154
|
|
|
$
|
(5,788
|
)
|
|
$
|
429
|
|
|
$
|
(18,008
|
)
|
Net income
|
$
|
35,110
|
|
|
$
|
12,611
|
|
|
$
|
10,159
|
|
|
$
|
96,642
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
10,309,428
|
|
|
10,309,612
|
|
|
10,277,974
|
|
|
9,971,877
|
|
||||
Weighted average shares - diluted
|
10,728,281
|
|
|
10,874,175
|
|
|
10,896,856
|
|
|
10,583,744
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
3.00
|
|
|
$
|
1.78
|
|
|
$
|
0.95
|
|
|
$
|
11.50
|
|
Income (loss) from discontinued operations
|
$
|
0.41
|
|
|
$
|
(0.56
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.81
|
)
|
Net income
|
$
|
3.41
|
|
|
$
|
1.22
|
|
|
$
|
0.99
|
|
|
$
|
9.69
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.89
|
|
|
$
|
1.69
|
|
|
$
|
0.89
|
|
|
$
|
10.83
|
|
Income (loss) from discontinued operations
|
$
|
0.38
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.70
|
)
|
Net income
|
$
|
3.27
|
|
|
$
|
1.16
|
|
|
$
|
0.93
|
|
|
$
|
9.13
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
|
1,863,951
(1)(2)
|
|
|
$40.47
(4)
|
|
|
868,175
(2)(3)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
1,863,951
|
|
|
$40.47
|
|
|
868,175
|
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Operations and Predecessor Combined Statement of Operations, Years ended December 31, 2018 and 2017, Period from July 26, 2016 to December 31, 2016, and Period from January 1, 2016 to July 25, 2016
|
•
|
Consolidated Statements of Comprehensive Income (Loss) and Predecessor Combined Statement of Comprehensive Loss, Years ended December 31, 2018 and 2017, Period from July 26, 2016 to December 31, 2016, and Period from January 1, 2016 to July 25, 2016
|
•
|
Consolidated Balance Sheets, December 31, 2018 and 2017
|
•
|
Consolidated Statements of Cash Flows and Predecessor Combined Statement of Cash Flows, Years ended December 31, 2018 and 2017, Period from July 26, 2016 to December 31, 2016, and Period from January 1, 2016 to July 25, 2016
|
•
|
Consolidated Statements of Stockholders’ Equity and Combined Statement of Predecessor Business Equity, Years ended December 31, 2018 and 2017, Period from July 26, 2016 to December 31, 2016, and Period from January 1, 2016 to July 25, 2016
|
•
|
Notes to Consolidated Financial Statements
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|
CONTURA ENERGY, INC.
|
|
Date: April 1, 2019
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By:
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/s/ Charles Andrew Eidson
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Name:
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Charles Andrew Eidson
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Title:
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Signature
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Date
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Title
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/s/ Kevin S. Crutchfield
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April 1, 2019
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Chief Executive Officer (Principal Executive Officer)
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Kevin S. Crutchfield
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/s/ Charles Andrew Eidson
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April 1, 2019
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Charles Andrew Eidson
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/s/ Neale X. Trangucci
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April 1, 2019
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Chairman of the Board of Directors
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Neale X. Trangucci
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/s/ Albert E. Ferrara, Jr.
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April 1, 2019
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Director
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Albert E. Ferrara, Jr.
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/s/ Daniel J. Geiger
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April 1, 2019
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Director
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Daniel J. Geiger
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/s/ John E. Lushefski
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April 1, 2019
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Director
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John E. Lushefski
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/s/ Anthony Orlando
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April 1, 2019
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Director
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Anthony Orlando
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/s/ David J. Stetson
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April 1, 2019
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Director
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David J. Stetson
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/s/ Harvey L. Tepner
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April 1, 2019
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Director
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Harvey L. Tepner
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/s/ Michael Ward
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April 1, 2019
|
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Director
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Michael Ward
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Exhibit No.
|
Description of Exhibit
|
3.1*
|
|
3.2*
|
|
4.1*
|
|
10.1*
|
|
10.2*
|
|
10.3*
|
|
10.4*
|
|
10.5*
|
|
10.6*
|
|
10.7*
|
|
10.8*
|
|
10.9*
|
|
10.10*
|
|
10.11*
|
10.12*
|
|
10.13*
|
|
10.14*
|
|
10.15*
|
|
10.16*
|
|
10.17*
|
|
10.18*
|
|
10.19*
|
|
10.20*
|
|
10.21*
|
|
10.22*
|
|
10.23*
|
|
10.24*
|
101.LAB
|
XBRL taxonomy extension label linkbase
|
101.PRE
|
XBRL taxonomy extension presentation linkbase
|
|
|
|
|
|
Award Type
|
“Date of Grant”
|
“Target PSUs”
|
“Performance Period”
|
“Vesting Date”
|
Performance-Based Restricted Stock Units (the “
PSUs
”)
|
February 9, 2019
|
Relative TSR Units: [●]
Absolute TSR Units: [●]
|
January 1, 2019 through December 31, 2021
|
February 9, 2022
|
CONTURA ENERGY, INC.
|
|
PARTICIPANT
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Mark M. Manno
|
|
Name:
[●]
|
|
Title: EVP – CAO, CLO & Sec.
|
|
|
1.
|
GRANT OF PSUs
. The Award has been granted to the Participant as an incentive for the Participant to continue to provide services to the Company or its Affiliate or Subsidiary and to align the Participant’s interests with those of the Company. Each PSU earned under the Award (“
Earned PSUs
”) will correspond to one Common Share. The Award constitutes a contingent and unsecured promise by the Company to deliver one Common Share on the settlement date for each PSU earned, as set forth in Section 3.
|
2.
|
VESTING
. The Award shall vest as to a number of PSUs on the Vesting Date, subject to (i) the Participant’s continuous service with the Company or any Affiliate or Subsidiary through the Vesting Date (the “
Service Condition
”) and (ii) the satisfaction of the performance conditions set forth in Appendix A (the “
Performance Conditions
”) measured as of December 31, 2021 (the “
Measurement Date
”). The PSUs shall, subject to the terms of the Company’s Key Employee Separation Plan, as applicable, be immediately forfeited in their entirety without any delivery of Common Shares or other payment to the Participant upon a termination of Participant’s employment or service with the Company or any Affiliate or Subsidiary for any reason on or prior to the Vesting Date. In the event of a Change in Control, the PSUs will be treated in accordance with the terms of the Plan.
|
3.
|
SETTLEMENT
. Except as otherwise set forth in the Plan, any Earned PSUs will be settled in Common Shares, and the Participant shall receive the number of Common Shares that corresponds to the number of Earned PSUs that become vested as of the Vesting Date based on the satisfaction of the Performance Conditions. Common Shares shall be delivered on the date that is no later than forty-five (45) days following the Vesting Date, as determined in the Committee’s sole discretion.
|
4.
|
DIVIDEND EQUIVALENT PAYMENTS
. Until the PSUs settle in Common Shares, if the Company pays a dividend on Common Shares during the Performance Period, the Participant will become entitled as of the Vesting Date to a payment in the same amount as the dividend the Participant would have received if he or she held Common Shares in respect of his or her Earned PSUs immediately prior to the record date of the dividend (a “
Dividend Equivalent
”). No such Dividend Equivalents will be paid to the Participant with respect to any PSU that is cancelled or forfeited prior to the Vesting Date or that is otherwise not earned under the terms of the Award. The Committee will determine the form of payment in its sole discretion and may pay Dividend Equivalents in Common Shares, cash or a combination thereof. The Company will pay the Dividend Equivalents within forty-five (45) days of the Vesting Date.
|
5.
|
NONTRANSFERABILITY
. No portion of the Award may be sold, assigned, transferred, encumbered, hypothecated, or pledged by the Participant, other than to the Company as a result of forfeiture of the Award as provided herein, unless and until payment is made in respect of any Earned PSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested Common Shares issuable hereunder, unless otherwise provided by the Committee.
|
6.
|
TAX AND WITHHOLDING
. Pursuant to rules and procedures that the Company establishes, tax or other withholding obligations arising upon vesting and settlement (as applicable) of any Earned PSUs may be satisfied, in the Committee’s sole discretion, by having the Company or the Participant’s employer withhold Common Shares, tendering Common Shares or by having the Company or the Participant’s employer withhold cash if the Company provides for a cash withholding option, in each case in an amount sufficient to satisfy the tax or other withholding obligations. Common Shares withheld or tendered will be valued using the Fair Market Value of the Common Shares on the date the Award settles. In order to comply with applicable accounting standards or the Company's policies in effect from time to time, the Company may limit the amount of Common Shares that the Participant may have withheld or that the Participant may tender. The Participant acknowledges that, if he or she is subject to taxes in more than one jurisdiction, the Company or the Participant’s employer may be required to withhold or account for taxes in more than one jurisdiction.
|
7.
|
RIGHTS AS STOCKHOLDER
. Except as set forth herein, the Participant will not have any rights as a stockholder in the Common Shares corresponding to any PSUs prior to settlement of any Earned PSUs.
|
8.
|
SECURITIES LAW COMPLIANCE
. The Company may, if it determines it is appropriate, affix any legend to the stock certificates representing Common Shares issued upon settlement of any Earned PSUs and any stock certificates that may subsequently be issued in substitution for the original certificates. The Company may advise the transfer agent to place a stop order against such Common Shares if it determines that such an order is necessary or advisable.
|
9.
|
COMPLIANCE WITH LAW
. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Common Shares issued upon settlement of any Earned PSUs (whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges, associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.
|
10.
|
MISCELLANEOUS
.
|
(a)
|
No Right To Continued Employment or Service
. This Agreement shall not confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate or Subsidiary or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or any Affiliate or Subsidiary to modify the terms of or terminate the Participant’s employment or service at any time.
|
(b)
|
No Advice Regarding Grant
. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or acquisition or sale of the underlying Common Shares. The Participant is hereby advised to consult with his or her own personal tax, legal
|
(c)
|
Plan to Govern
. This Agreement and the rights of the Participant hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.
|
(d)
|
Amendment
. Subject to the restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement or the Plan. Subject to the Company’s rights pursuant to Sections 12(b) and 21 of the Plan, no amendment of the Plan or this Agreement may, without the consent of the Participant, adversely affect the rights of the Participant in a material manner with respect to the Award granted pursuant to this Agreement.
|
(e)
|
Severability
. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
|
(f)
|
Entire Agreement
. This Agreement and the Plan contain all of the understandings between the Company and the Participant concerning the Award granted hereunder and supersede all prior agreements and understandings.
|
(g)
|
Successors
. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the Participant’s death, acquire any rights hereunder in accordance with this Agreement or the Plan.
|
(h)
|
Governing Law
. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any conflicts or choice of law, rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.
|
(i)
|
Compliance with Section 409A of the Internal Revenue Code
. The
Award is intended to comply with Section 409A of the Code (“
Section 409A
”) to the extent subject thereto, and shall be interpreted in accordance with Section 409A and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant. The Company reserves the right to modify the terms of this Agreement, including, without limitation, the payment provisions applicable to the Award, to the extent necessary or advisable to comply with Section 409A and reserves the right to make any changes to the Award so that it does not become subject to Section 409A or a “specified employee” waiting period (as described below).
|
1.
|
PERFORMANCE CONDITIONS
. 75% of the Target PSUs (the “
Relative TSR Units
”) shall be based on and subject to the achievement of Company TSR as compared to the Median TSR during the Performance Period (the “
Relative TSR Metric
”), and 25% of the Target PSUs (the “
Absolute TSR Units
”) shall be based on and subject to the achievement of Company Absolute TSR during the Performance Period (the “
Absolute TSR Metric
”). Subject to Section 2 of the Terms and Conditions, the Performance Conditions shall be measured as of the Measurement Date in accordance with this Appendix A.
|
2.
|
RELATIVE TSR METRIC
. (a) Subject to Sections 2(b) and (c) of this Appendix A and satisfaction of the Service Condition, the Relative TSR Units shall vest and become Earned PSUs in accordance with the following table.
|
Company Relative TSR compared to Median TSR
|
% of Relative TSR Units Earned
|
Less than (-25.5%)
|
0%
|
Less than (-12.3%) to (-25.5%)
|
100%,
minus
3% for each 1% of Relative TSR achieved below the Median TSR
|
Less than 0% to (-12.3%)
|
100%,
minus
2% for each 1% of Relative TSR achieved below the Median TSR
|
0%
|
100%
|
More than 0% to 12.3%
|
100%,
plus
2% for each 1% of Relative TSR achieved above the Median TSR
|
More than 12.3% to 25.5%
|
100%,
plus
3% for each 1% of Relative TSR achieved above the Median TSR
|
More than 25.5%
|
100%,
plus
4% for each 1% of Relative TSR achieved above the Median TSR
|
(b)
|
Notwithstanding the foregoing, in no event shall the aggregate Fair Market Value, determined as of the Measurement Date, of the Relative TSR Units that become Earned PSUs exceed 400% or 4 times the grant date value.
|
(c)
|
Notwithstanding the foregoing, if the Company Relative TSR is below 0%, then the vested percentage of the Relative TSR Units shall not exceed 100%.
|
3.
|
ABSOLUTE TSR METRIC
. (a) Subject to achievement of the Absolute TSR Floor as set forth in Section 3(b) of this Appendix A and satisfaction of the Service Condition, the Absolute TSR Units shall vest and become Earned PSUs as follows:
|
(b)
|
Notwithstanding Section 3(a) of this Appendix A, if, as of the Measurement Date, the Absolute TSR Floor with respect to the Performance Level achieved does not meet or exceed $77.50, then the Absolute TSR Units shall not vest and shall be forfeited in their entirety as of the Measurement Date without any delivery of Common Shares or other payment to the Participant;
provided
that if the Absolute TSR Floor for the Absolute TSR Superior and Absolute TSR Maximum Performance Levels is between $77.50 and $88.75, then the percentage of the Absolute TSR Units earned shall equal 100%.
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4.
|
ADJUSTMENTS DURING THE PERFORMANCE PERIOD
. The Company shall make the following adjustments to the calculation of the Company Relative TSR or to the composition of the Comparator Group, as applicable:
|
(a)
|
If a member of the Comparator Group is acquired by, or merges with, another company during the Performance Period, or announces such an acquisition or merger during the Performance Period, such member of the Comparator Group shall be removed from the Comparator Group for purposes of calculating the Median TSR; and
|
(b)
|
If a member of the Comparator Group files for bankruptcy, liquidation or reorganization during the Performance Period, such member of the Comparator Group shall be treated as having the lowest Comparator Group TSR.
|
5.
|
DEFINITIONS
.
|
(a)
|
“
Absolute TSR Floor
” means the average of the closing prices of a Common Share for the 10 trading days ending on the Measurement Date.
|
(b)
|
“
Company Absolute TSR
” means the highest average closing prices of a Common Share for any 10 consecutive trading days during the Performance Period.
|
(c)
|
“
Company End Price
” means the average of the closing prices of a Common Share for the 10 trading days ending on the Measurement Date.
|
(d)
|
“
Company Start Price
” means the average of the closing prices of a Common Share for the 10 trading days ending on December 31, 2018.
|
(e)
|
“
Company Relative TSR
” means the total shareholder return of the Company over the Performance Period, as measured by (x) the Company End Price
minus
the Company Start Price,
divided by
(y) the Company Start Price and
multiplied by
(z) 100.
|
(f)
|
“
Comparator Group
” means Peabody Energy Corporation, Warrior Met Coal, Inc., Arch Coal Inc., CONSOL Energy Inc. and Ramaco Resources, Inc.
|
(g)
|
“
Comparator Group
End Price
” means, with respect to a company that is part of the Comparator Group, the average of the closing prices of such company’s common shares on the principal exchange on which such shares are then traded for the 10 trading days ending on the Measurement Date.
|
(h)
|
“
Comparator Group Start Price
” means, with respect to a company that is part of the Comparator Group, the average of the closing prices of such company’s common shares on the principal exchange on which such shares are then traded for the 10 trading days ending on December 31, 2018.
|
(i)
|
“
Comparator Group TSR
” means, with respect to a company that is part of the Comparator Group, such company’s total shareholder return over the Performance Period, as measured by (x) the Comparator Group End Price
minus
the Comparator Group Start Price,
divided by
(y) such Comparator Group Start Price and
multiplied by
(z) 100.
|
(j)
|
“
Median TSR
” means the median of the Comparator Group TSR.
|
(k)
|
“
Performance Period
” means the period commencing on January 1, 2019 and ending on December 31, 2021.
|
Alex Energy, LLC
|
Alpha American Coal Company, LLC
|
Alpha American Coal Holding, LLC
|
Alpha Appalachia Holdings, LLC
|
Alpha Appalachia Services, LLC
|
Alpha Coal Resources Company, LLC
|
Alpha Coal Sales Co., LLC
|
Alpha Coal West, LLC
|
Alpha European Sales, LLC
|
Alpha India, LLC
|
Alpha Land and Reserves, LLC
|
Alpha Midwest Holding Company, LLC
|
Alpha Natural Resources International, LLC
|
Alpha Natural Resources Services, LLC
|
Old ANR, LLC
|
Alpha Natural Resources, LLC
|
Alpha PA Coal Terminal, LLC
|
Alpha Shipping and Chartering, LLC
|
Alpha Sub Eight, LLC
|
Alpha Sub Eleven, Inc.
|
Alpha Sub Nine, LLC
|
Alpha Sub One, LLC
|
Alpha Sub Ten, Inc.
|
Alpha Sub Two, LLC
|
Alpha Terminal Company, LLC
|
Alpha Wyoming Land Company, LLC
|
AMFIRE Holdings, LLC
|
AMFIRE Mining Company, LLC
|
AMFIRE, LLC
|
ANR Second Receivables Funding, LLC
|
Appalachia Coal Sales Company, LLC
|
Appalachia Holding Company, LLC
|
Aracoma Coal Company, LLC
|
Axiom Excavating and Grading Services, LLC
|
Bandmill Coal, LLC
|
Bandytown Coal Company
|
Barbara Holdings Inc.
|
Barnabus Land Company
|
Belfry Coal Corporation
|
Big Bear Mining Company, LLC
|
Black Castle Mining Company, LLC
|
Black King Mine Development Co.
|
Black Mountain Cumberland Resources, LLC
|
Boone East Development Co., LLC
|
Brooks Run South Mining, LLC
|
Buchanan Energy Company, LLC
|
Castle Gate Holding Company
|
Clear Fork Coal Company
|
Coal Gas Recovery II, LLC
|
Crystal Fuels Company
|
Cumberland Coal Resources, LP
|
Dehue Coal Company
|
Delbarton Mining Company, LLC
|
Delta Mine Holding Company
|
DFDSTE, LLC
|
Dickenson-Russell Coal Company, LLC
|
Dickenson-Russell Land and Reserves, LLC
|
DRIH Corporation
|
Duchess Coal Company
|
Eagle Energy, Inc.
|
Elk Run Coal Company, LLC
|
Emerald Coal Resources, LP
|
Enterprise Mining Company, LLC
|
Esperanza Coal Co., LLC
|
Foundation Mining, LLC
|
Foundation PA Coal Company, LLC
|
Foundation Royalty Company
|
Freeport Mining, LLC
|
Freeport Resources Company, LLC
|
Goals Coal Company
|
Gray Hawk Insurance Company
|
Green Valley Coal Company, LLC
|
Greyeagle Coal Company
|
Harlan Reclamation Services LLC
|
Herndon Processing Company, LLC
|
Highland Mining Company
|
Hopkins Creek Coal Company
|
Independence Coal Company, LLC
|
Jacks Branch Coal Company
|
Jay Creek Holding, LLC
|
Kanawha Energy Company, LLC
|
Kepler Processing Company, LLC
|
Kingston Mining, Inc.
|
Kingwood Mining Company, LLC
|
Knox Creek Coal Corporation
|
Laxare, Inc.
|
Litwar Processing Company, LLC
|
Logan County Mine Services, Inc.
|
Long Fork Coal Company, LLC
|
Lynn Branch Coal Company, Inc.
|
Maple Meadow Mining Company, LLC
|
Marfork Coal Company, LLC
|
Martin County Coal, LLC
|
Marshall Land LLC
|
Maxxim Rebuild Co., LLC
|
Maxxim Shared Services, LLC
|
Maxxum Carbon Resources, LLC
|
McDowell-Wyoming Coal Company, LLC
|
Mill Branch Coal, LLC
|
New Ridge Mining Company
|
Neweagle Industries, Inc.
|
Nicewonder Contracting, Inc.
|
North Fork Coal Corporation
|
Omar Mining Company, LLC
|
Paramont Coal Company Virginia, LLC
|
Paynter Branch Mining, Inc.
|
Peerless Eagle Coal Co., LLC
|
Pennsylvania Land Holdings Company, LLC
|
Pennsylvania Land Resources Holding Company, LLC
|
Pennsylvania Land Resources, LLC
|
Pennsylvania Services, LLC
|
Performance Coal Company, LLC
|
Peter Cave Mining Company
|
Pigeon Creek Processing Corporation
|
Pilgrim Mining Company, Inc.
|
Pioneer Fuel Corporation
|
Plateau Mining, LLC
|
Power Mountain Coal Company, LLC
|
Premium Energy, LLC
|
Rawl Sales & Processing Co., LLC
|
Republic Energy, LLC
|
Resource Development LLC
|
Resource Land Company LLC
|
River Processing, LLC
|
Riverside Energy Company, LLC
|
Riverton Coal Production, LLC
|
Road Fork Development Company, LLC
|
Robinson-Phillips Coal Company
|
Rockspring Development, Inc.
|
Rostraver Energy Company
|
Rum Creek Coal Sales, Inc.
|
Russell Fork Coal Company
|
Shannon-Pocahontas Coal Corporation
|
Shannon-Pocahontas Mining Company
|
Sidney Coal Company, LLC
|
Spartan Mining Company, LLC
|
Stirrat Coal Company, LLC
|
Sycamore Fuels, Inc.
|
T. C. H. Coal Co.
|
Tennessee Consolidated Coal Company
|
Thunder Mining Company II, LLC
|
Trace Creek Coal Company
|
Twin Star Mining, Inc.
|
Wabash Mine Holding Company
|
Warrick Holding Company
|
West Kentucky Energy Company
|
White Buck Coal Company
|
Williams Mountain Coal Company
|
Wyomac Coal Company, Inc.
|
Alpha Coal India Private Limited
|
Alpha Natural Resources Holdings, Inc.
|
ANR, Inc.
|
Logan I, LLC
|
Logan III, LLC
|
Contura CAPP Land, LLC
|
Contura Coal Resources, LLC
|
Contura Coal Sales, LLC
|
Contura Coal West, LLC
|
Contura Energy Services, LLC
|
Contura Energy, Inc.
|
Contura Energy, LLC
|
Contura European Marketing, LLC
|
Contura Freeport, LLC
|
Contura Mining Holding, LLC
|
Contura Pennsylvania Land, LLC
|
Contura Pennsylvania Terminal, LLC
|
Contura Terminal, LLC
|
Contura Wyoming Land, LLC
|
Cumberland Contura, LLC
|
Dickenson-Russell Contura, LLC
|
Emerald Contura, LLC
|
Nicholas Contura, LLC
|
Paramont Contura, LLC
|
Power Mountain Contura, LLC
|
Contura Excavating & Grading, LLC
|
1.
|
I have reviewed this Annual Report on Form 10-K (this “Report”) of Contura Energy, Inc. (the “Registrant”);
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
b.
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
c.
|
Disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date: April 1, 2019
|
|
By:
/s/ Kevin S. Crutchfield
|
Kevin S. Crutchfield
|
Chief Executive Officer
|
(Principal Executive Officer)
|
Date: April 1, 2019
|
|
By:
/s/ Charles Andrew Eidson
|
Charles Andrew Eidson
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
By: /s/
Kevin S. Crutchfield
|
Kevin S. Crutchfield
|
Chief Executive Officer
|
(Principal Executive Officer)
|
Date: April 1, 2019
|
|
By:
/s/ Charles Andrew Eidson
|
Charles Andrew Eidson
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|
MSHA Mine ID
|
|
Operator
|
|
Significant and
Substantial
Citations Issued
(Section 104 of
the Mine Act)
*Excludes 104(d)
citations/ orders
|
|
Failure to Abate
Orders (Section
104(b) of the
Mine Act)
|
|
Unwarrantable
Failure
Citations/
Orders Issued
(Section 104(d)
of the Mine Act)
|
|
Flagrant
Violations
(Section
110(b)(2) of the
Mine Act)
|
|
Imminent
Danger Orders
Issued (Section
107(a) of the
Mine Act)
|
|
Dollar Value of
Proposed Civil
Penalty
Assessments (in
Thousands) (1)
|
|
Mining Related
Fatalities
|
3605018
|
|
Cumberland Contura, LLC
|
|
47
|
|
—
|
|
2
|
|
—
|
|
1
|
|
$215.38
|
|
—
|
3605466
|
|
Emerald Contura, LLC
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.24
|
|
—
|
4405270
|
|
Paramont Contura, LLC
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.80
|
|
—
|
4405311
|
|
Dickenson-Russell Contura, LLC
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$6.38
|
|
—
|
4406929
|
|
Paramont Contura, LLC
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.94
|
|
—
|
4407163
|
|
Paramont Contura, LLC
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.81
|
|
—
|
4407223
|
|
Paramont Contura, LLC
|
|
34
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$63.55
|
|
—
|
4407231
|
|
Paramont Contura, LLC
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.91
|
|
—
|
4407308
|
|
Paramont Contura, LLC
|
|
29
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$33.69
|
|
—
|
4407322
|
|
Paramont Contura, LLC
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.93
|
|
—
|
4407381
|
|
Paramont Contura, LLC
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$2.54
|
|
—
|
4601544
|
|
Spartan Mining Company, LLC
|
|
85
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$425.10
|
|
—
|
4603317
|
|
Mammoth Coal Co.
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.89
|
|
—
|
4604343
|
|
Kingston Mining Inc.
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.19
|
|
—
|
4604637
|
|
Kepler Processing Company LLC
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$3.27
|
|
—
|
4605086
|
|
Bandmill Coal, LLC
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.80
|
|
—
|
4605317
|
|
Goals Coal Company
|
|
—
|
|
—
|
|
4
|
|
—
|
|
—
|
|
$9.63
|
|
—
|
4605649
|
|
Delbarton Mining Company, LLC
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.59
|
|
—
|
4605872
|
|
Litwar Processing Company, LLC
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1.33
|
|
—
|
4605992
|
|
Black Castle Mining Company LLC
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$2.97
|
|
—
|
4606188
|
|
Elk Run Coal Company, LLC
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$2.18
|
|
—
|
4609475
|
|
Republic Energy LLC
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$6.69
|
|
—
|
4800732
|
|
Contura Coal West, LLC
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$0.12
|
|
—
|
Mine ID
|
|
Operator Name
|
|
MSHA
Pending
Legal
Actions (as of last
day of
reporting
period) (1)
|
|
New MSHA
Dockets
commenced
during
reporting
period
|
|
MSHA
dockets in
which
final
orders
were
entered
(not
appealed)
during
reporting
period
|
|
Contests of
Citations/
Orders
referenced
in
Subpart B,
29 CFR
Part 2700
|
|
Contests of
Proposed
Penalties
referenced
in
Subpart C,
29 CFR
Part 2700
|
|
Complaints
for
compensation
referenced
in
Subpart D,
29 CFR
Part 2700
|
|
Complaints
for
discharge,
discrimination,
or
interference
referenced
in Subpart E,
29 CFR
Part 2700
|
|
Applications
for
temporary
relief
referenced
in
Subpart F
29 CFR
Part 2700
|
|
Appeals of
judges’
decisions
or
orders to
FMSHRC
referenced
in
Subpart H
29 CFR
Part 2700
|
|||||||||
3605018
|
|
Cumberland Contura, LLC
|
|
—
|
|
|
17
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4405270
|
|
Paramont Contura, LLC
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4405311
|
|
Dickenson-Russell Contura, LLC
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4406929
|
|
Paramont Contura, LLC
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4407223
|
|
Paramont Contura, LLC
|
|
2
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
4407308
|
|
Paramont Contura, LLC
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4601544
|
|
Spartan Mining Company, LLC
|
|
7
|
|
|
11
|
|
|
11
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4603430
|
|
Performance Coal Company, LLC
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4604343
|
|
Kingston Mining Inc.
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4605317
|
|
Goals Coal Company
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4606263
|
|
Brooks Run South Mining, LLC
|
|
3
|
|
|
7
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4608315
|
|
Marfork Coal Company, LLC
|
|
1
|
|
|
4
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4608625
|
|
Kingston Mining, Inc.
|
|
3
|
|
|
13
|
|
|
12
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
4608808
|
|
Spartan Mining Company, LLC
|
|
1
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4608837
|
|
Marfork Coal Company, LLC
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4608932
|
|
Kingston Mining, Inc.
|
|
2
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609026
|
|
Republic Energy LLC
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609048
|
|
Marfork Coal Company, LLC
|
|
2
|
|
|
8
|
|
|
13
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609054
|
|
Republic Energy LLC
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609091
|
|
Marfork Coal Company, LLC
|
|
3
|
|
|
8
|
|
|
16
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609092
|
|
Marfork Coal Company, LLC
|
|
3
|
|
|
10
|
|
|
17
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609204
|
|
Highland Mining Company
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609212
|
|
Marfork Coal Company
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609293
|
|
Elk Run Coal Company, LLC
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
4609409
|
|
Republic Energy LLC
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|