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Alpha Metallurgical Resources, Inc

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Alpha Metallurgical Resources, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38735 ALPHA METALLURGICAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 81-3015061 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 340 Martin Luther King Jr. Blvd. Bristol, Tennessee 37620 (Address of principal executive offices, zip code) (423) 573-0300 (Registrant’s telephone number, including area code) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share AMR New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ☐ Non-accelerated filer x Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes x No The aggregate market value of the Common Stock held by non-affiliates of the registrant (excluding outstanding shares beneficially owned by directors, executive officers, and other affiliates) on June 30, 2020, was approximately $56 million based on the closing price of the Company’s common stock as reported that date on the New York Stock Exchange of $3.04 per share. Such assumptions should not be deemed to be conclusive for any other purpose. Number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of February 28, 2021: 18,389,139 DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2021 annual meeting of stockholders (the “Proxy Statement”), which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2020. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements 5 Part I Item 1. Business 7 Item 1A. Risk Factors 27 Item 1B. Unresolved Staff Comments 48 Item 2. Properties 48 Item 3. Legal Proceedings 53 Item 4. Mine Safety Disclosures 53 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54 Item 6. Selected Financial Data 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Results of Operations 58 Liquidity and Capital Resources 69 Contractual Obligations Critical Accounting Policies and Estimates 73 Item 8. Financial Statements and Supplementary Data 78 Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019 81 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020 and 2019 83 Consolidated Balance Sheets as of December 31, 2020 and 2019 84 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 86 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019 88 Notes to Consolidated Financial Statements 89 (1) Business and Basis of Presentation 89 (2) Summary of Significant Accounting Policies 90 (3) Discontinued Operations 100 (4) Revenue 103 (5) Accumulated Other Comprehensive Loss 104 (6) Net Loss per Share 105 (7) Inventories, Net 105 (8) Asset Impairment and Restructuring 105 (9) Prepaid Expenses and Other Current Assets 108 (10) Property, Plant, and Equipment, Net 108 (11) Other Non-Current Assets 109 (12) Leases 109 (13) Stock Repurchases 111 (14) Accrued Expenses and Other Current Liabilities 112 (15) Long-Term Debt 112 (16) Acquisition-Related Obligations 114 (17) Asset Retirement Obligations 116 (18) Fair Value of Financial Instruments and Fair Value Measurements 116 (19) Income Taxes 119 (20) Employee Benefit Plans 122 3 (21) Stock-Based Compensation Awards 132 (22) Related Party Transactions 138 (23) Commitments and Contingencies 138 (24) Concentration of Credit Risk and Major Customers 141 (25) Segment Information 142 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 145 Item 9A. Controls and Procedures 145 Item 9B. Other Information 145 Part III Item 10. Directors, Executive Officers and Corporate Governance 145 Item 11. Executive Compensation 146 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 146 Item 13. Certain Relationships and Related Transactions, and Director Independence 146 Item 14. Principal Accounting Fees and Services 146 Part IV Item 15. Exhibits, Financial Statement Schedules 146 4 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements.” These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should” and similar terms and phrases, including references to assumptions, in this report to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: • the effects of the COVID-19 pandemic on our operations and the world economy; • the financial performance of the company; • our liquidity, results of operations and financial condition; • our ability to generate sufficient cash or obtain financing to fund our business operations; • depressed levels or declines in coal prices; • worldwide market demand for coal, steel, and electricity, including demand for U.S. coal exports, and competition in coal markets; • our ability to obtain financing and other services, and the form and degree of these services available to us, which may be significantly limited by the lending, investment and similar policies of financial institutions and insurance companies regarding carbon energy producers and the environmental impacts of coal combustion; • our ability to meet collateral requirements; • the imposition or continuation of barriers to trade, such as tariffs; • reductions or increases in customer coal inventories and the timing of those changes; • our production capabilities and costs; • inherent risks of coal mining beyond our control; • 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; • 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,
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