þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the fiscal year ended December 31,
2008
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period from
to
|
Delaware
|
02-0733940
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
One
Alpha Place, P.O. Box 2345, Abingdon, Virginia
|
24212
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
|
Common
stock, $0.01 par value
|
New
York Stock Exchange
|
Large
accelerated filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
|
·
|
worldwide
market demand for coal, electricity and
steel;
|
|
·
|
global
economic, capital market or political conditions, including a prolonged
economic recession in the markets in which we
operate;
|
|
·
|
decline
in coal prices;
|
|
·
|
our
liquidity, results of operations and financial
condition;
|
|
·
|
regulatory
and court decisions;
|
|
·
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competition
in coal markets;
|
|
·
|
changes
in environmental laws and regulations, including those directly affecting
our coal mining and production, and those affecting our customers' coal
usage, including potential carbon or greenhouse gas related
legislation;
|
|
·
|
changes
in safety and health laws and regulations and the ability to comply with
such changes;
|
|
·
|
availability
of skilled employees and other employee workforce factors, such as labor
relations;
|
|
·
|
the
inability of our third-party coal suppliers to make timely deliveries and
our customers refusing to receive coal under agreed contract
terms;
|
|
·
|
ongoing
instability and volatility in worldwide financial
markets;
|
|
·
|
future
legislation and changes in regulations, governmental policies or
taxes;
|
|
·
|
inherent
risks of coal mining beyond our
control;
|
|
·
|
disruption
in coal supplies;
|
|
·
|
the
geological characteristics of Central and Northern Appalachian coal
reserves;
|
|
·
|
our
production capabilities and costs;
|
|
·
|
our
ability to integrate the operations we have acquired or developed with our
existing operations successfully, as well as those operations that we may
acquire or develop in the future;
|
|
·
|
our
plans and objectives for future operations and expansion or
consolidation;
|
|
·
|
the
consummation of financing transactions, acquisitions or dispositions and
the related effects on our
business;
|
|
·
|
our
relationships with, and other conditions affecting, our
customers;
|
|
·
|
changes
in customer coal inventories and the timing of those
changes;
|
|
·
|
changes
in and renewal or acquisition of new long-term coal supply
arrangements;
|
|
·
|
railroad,
barge, truck and other transportation availability, performance and
costs;
|
|
·
|
availability
of mining and processing equipment and
parts;
|
|
·
|
our
assumptions concerning economically recoverable coal reserve
estimates;
|
|
·
|
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
interest;
|
|
·
|
changes
in postretirement benefit
obligations;
|
|
·
|
fair
value of derivative instruments not accounted for as hedges that are being
marked to market;
|
|
·
|
indemnification
of certain obligations not being
met;
|
|
·
|
continued
funding of the road construction business, related costs, and
profitability estimates;
|
|
·
|
restrictive
covenants in our credit facility and the indenture governing our
convertible notes;
|
|
·
|
certain
terms of our convertible notes, including any conversions, that may
adversely impact our liquidity;
|
|
·
|
weather
conditions or catastrophic weather-related damage;
and
|
|
·
|
other
factors, including the other factors discussed in Item 1A, “Risk Factors”
of this report.
|
Business
|
Number
and Type of
|
|||||||||||||||||||
Mines
as of
|
|||||||||||||||||||
December
31, 2008
|
|||||||||||||||||||
Regional
Business Unit
|
Location
|
Preparation
Plants as of December 31, 2008
|
Underground
|
Surface
|
Total
|
Railroad
|
2008
Production of Saleable Tons in (000's) (1)
|
||||||||||||
Paramont
|
Virginia
|
Toms
Creek
|
6 | 6 | 12 |
NS
|
4,760 | ||||||||||||
Dickenson-Russell
|
Virginia
|
McClure
River and Moss #3
|
5 | - | 5 |
CSX,
NS
|
1,916 | ||||||||||||
Kingwood
|
West
Virginia
|
Whitetail
|
2 | - | 2 |
CSX
|
1,405 | ||||||||||||
Brooks
Run North
|
West
Virginia
|
Erbacon
|
2 | 1 | 3 |
CSX
|
2,655 | ||||||||||||
Brooks
Run South
|
West
Virginia
|
Litwar
and Kepler
|
10 | - | 10 |
NS
|
2,495 | ||||||||||||
AMFIRE
|
Pennsylvania
|
Clymer
and Portage
|
5 | 13 | 18 |
NS
|
3,295 | ||||||||||||
Enterprise
|
Kentucky
|
Roxana
|
3 | 4 | 7 |
CSX
|
2,419 | ||||||||||||
Callaway/Cobra
|
West
Virginia/Virginia
|
Black
Bear
|
1 | 3 | 4 |
NS
|
4,603 | ||||||||||||
Total
|
34 | 27 | 61 | 23,548 |
(1
|
)
|
Includes
coal purchased from third-party producers that was processed at our
subsidiaries' preparation plants in
2008.
|
Steam
Coal Sales (1) (2)
|
Metallurgical
Coal Sales (2)
|
|||||||||||||||
Year
|
Tons
|
%
of Total Sales Volume
|
Tons
|
%
of Total Sales Volume
|
||||||||||||
(In
millions, except percentages)
|
||||||||||||||||
2008
|
16.4 | 58 | % | 11.9 | 42 | % | ||||||||||
2007
|
17.5 | 62 | % | 11.0 | 38 | % | ||||||||||
2006
|
19.1 | 66 | % | 10.0 | 34 | % | ||||||||||
(1
|
)
|
Steam
coal sales include sales to utility and industrial customers. Sales of
steam coal to industrial customers, who we define as consumers of steam
coal who do not generate electricity for sale to third parties, accounted
for approximately 3%, 3% and 4% of total sales in 2008, 2007 and 2006,
respectively.
|
|
(2
|
)
|
Our
sales of steam coal during 2008, 2007, and 2006 were made primarily to
large utilities and industrial customers in the Eastern region of the
United States, and our sales of metallurgical coal during those years were
made primarily to steel companies in the Northeastern and Midwestern
regions of the United States and in countries in Europe, Asia and South
America.
|
Year
|
Export
Tons Sold
|
Export
Tons Sold as a Percentage of Total Coal Sales Volume
|
Export
Sales Revenues (1)
|
Export
Sales Revenue as a Percentage of Total Revenues
|
||||||||||||
2008
|
8.8 | 31 | % | $ | 1,318.7 | 52 | % | |||||||||
2007
|
7.8 | 27 | % | $ | 705.4 | 37 | % | |||||||||
2006
|
7.2 | 25 | % | $ | 668.8 | 35 | % | |||||||||
(1
|
)
|
Export
sale revenues in 2008, 2007, and 2006 include approximately $1.5 million,
$1.2 million and $0.7 million, respectively, in equipment export sales
from our Maxxim Rebuild business. All other export sale revenues are coal
revenues and freight and handling
revenues.
|
·
|
Acid Rain.
Title IV of the Clean Air Act required a two-phase reduction of
sulfur dioxide emissions by electric utilities. Phase II became
effective in 2000 and applies to all coal-fired power plants generating
greater than 25 Megawatts. Generally, the affected electricity generators
have sought to meet these requirements by switching to lower sulfur fuels,
installing pollution control devices, reducing electricity generating
levels or purchasing sulfur dioxide emission allowances. Because the Acid
Rain program is a mature program, we believe that the impact of this
regulation has been factored into the demand for coal nationally.
Accordingly, we do not believe that the Acid Rain program by itself will
continue to impact the demand for coal
nationally.
|
|
|
·
|
Fine Particulate
Matter. The Clean Air Act requires the USEPA to set standards,
referred to as National Ambient Air Quality Standards (“NAAQS”), for
certain pollutants. Areas that are not in compliance (referred to as
“non-attainment areas”) with these standards must take steps to reduce
emissions levels. For example, NAAQS currently exist for particulate
matter with an aerodynamic diameter less than or equal to 10 microns, or
PM10, and for fine particulate matter with an aerodynamic diameter less
than or equal to 2.5 microns, or PM2.5. The USEPA designated all or part
of 225 counties in 20 states as well as the District of Columbia as
non-attainment areas with respect to the PM2.5 NAAQS. Individual states
must identify the sources of emissions and develop emission reduction
plans. These plans may be state-specific or regional in scope. Under the
Clean Air Act, individual states have up to twelve years from the date of
designation to secure emissions reductions from sources contributing to
the problem. Meeting the new PM2.5 standard may require reductions of
nitrogen oxide and sulfur dioxide emissions that are separate and distinct
from the reductions that may be required under any other program. Future
regulation and enforcement of the new PM2.5 standard will affect many
power plants, especially coal-fired plants and all plants in
“non-attainment” areas. The combination of these actions may impact demand
for coal nationally, but we are unable to predict the magnitude of the
impact.
|
|
|
·
|
Ozone. The USEPA’s
revised ozone NAAQS became effective May 27, 2008. As a result,
significant additional emissions control expenditures may be required at
coal-fired power plants to meet the revised ozone NAAQS. Nitrogen oxides,
which are a by-product of coal combustion, are classified as an ozone
precursor. Accordingly, we expect that there may be additional emissions
control requirements necessary on new and expanded coal-fired power plants
and industrial boilers in the years ahead. The combination of
these actions may impact demand for coal nationally, but we are unable to
predict the magnitude of the impact.
|
|
|
·
|
Clean Air Interstate
Rule. In 2005, the USEPA issued the Clean Air Interstate Rule
(“CAIR”) requiring power plants in 29 eastern states and the District
of Columbia to reduce emission levels of sulfur dioxide and nitrogen
oxide. The CAIR requires states to regulate power plants under a cap and
trade program similar to the system now in effect for acid deposition
control. When fully implemented, the CAIR is expected to reduce regional
sulfur dioxide emissions by over 70% and nitrogen oxides emissions by over
60% from 2003 levels. The CAIR may require many coal-fired electricity
generation plants to install additional pollution control equipment, such
as wet scrubbers, which could decrease the demand for low sulfur coal at
these plants and thereby potentially reduce market prices for low sulfur
coal. Following prolonged judicial action, the CAIR is currently in
effect, with the USEPA required to initiate further proceedings to modify
it. Such proceedings, which likely will make the CAIR more
stringent, are likely to take about two years. The CAIR may
impact demand for coal nationally, but we are unable to predict the
magnitude of the impact.
|
·
|
Regional Haze. The
USEPA has initiated a regional haze program designed to protect and to
improve visibility at and around national parks, national wilderness areas
and international parks. Each state affected by this USEPA program was
required to submit to the USEPA a Regional Haze SIP to achieve the goals
of the program. Most affected states based their SIPs on the
CAIR. As a result of the ongoing CAIR proceedings, we are
unable to predict the magnitude of the impact of the Regional Haze
Rule.
|
·
|
New Source Review. A
number of pending regulatory changes and court actions will affect the
scope of the USEPA’s new source review program, which under certain
circumstances requires existing coal-fired power plants to install the
more stringent air emissions control equipment required of new
plants. The changes to the new source review program may impact
demand for coal nationally, but as the final form of the requirements
after their revision is not known, we are unable to predict the magnitude
of the impact.
|
·
|
State Initiatives. The
Clean Air Act generally authorizes states to issue air emissions
regulations more stringent than the federal regulations. In
addition to the federal programs, several states have proposed or adopted
legislation or regulations limiting air emissions, such as sulfur dioxide,
nitrogen oxide, and mercury from coal-fired power plants.
|
·
|
Wastewater Discharges.
Section 402 of the Clean Water Act establishes in-stream water
quality criteria and treatment standards for wastewater discharge through
the National Pollutant Discharge Elimination System (“NPDES”). Many of our
operations are required to obtain NPDES permits, and regular monitoring
and compliance with reporting requirements and performance standards are
preconditions for the issuance and renewal of NPDES permits. The
imposition of future restrictions on the discharge of certain pollutants
into waters of the United States could affect the permitting process,
increase the costs and difficulty of obtaining and complying with NPDES
permits and could adversely affect our coal production. Any
more stringent discharge limits placed on ash handling facilities or other
operations at coal-fired power plants also could adversely affect the
price and demand for coal.
In
2007, the USEPA filed a lawsuit against another major coal company for
alleged exceedances of its Clean Water Act permit
limits. Subsequently, each of Alpha’s operating subsidiaries
conducted an assessment of its NPDES monitoring and reporting practices,
which identified some exceedances of permit limits. In 2008,
each of Alpha’s West Virginia subsidiaries entered into Consent Orders
with the West Virginia Department of Environmental Protection on this
matter, resulting in their agreement to pay penalties totaling $0.7
million.
The
Clean Water Act also empowers states to develop and enforce “in stream”
water quality standards, establish total maximum daily load (“TMDL”)
limitations for stream segments designated as impaired, and adopt
anti-degradation restrictions for high quality waters. Under
each of these programs, our discharges and those of coal-fired power
plants could be subject to substantially more stringent discharge
limits. In particular, some of our operations currently
discharge effluents into stream segments that have been designated as
impaired and the adoption of new TMDL related effluent limitations for our
coal mines could require more costly water treatment and could adversely
affect our coal production.
|
·
|
Dredge and Fill
Permits. Certain of our activities involving road building,
placement of excess material, and mine development require a Section 404
dredge and fill permit from the Army Corps of Engineers (“COE”) and a
Section 401 certification or its equivalent from the state in which the
mining activities are proposed. In recent years, the Section
404 permitting process has faced various challenges, and is subject to
ongoing challenges, in the courts. These challenges have
resulted in increased costs and delays in the permitting process. On
February 13, 2009, the U.S. Court of Appeals for the fourth circuit issued
an industry favorable ruling in the OVEC v Aracoma (Chambers) case.
This ruling affirms the legality of in-stream sediment control
structures and should allow the COE to begin clearing up the serious
backlog of 404 permits that are currently pending. Other pending
decisions to active challenges or legislative or policy changes could
cause additional increases in the costs, time and difficulty associated
with obtaining and complying with the permits, and could, as a result,
adversely affect our coal production.
|
Risk
Factors
|
|
·
|
the
supply of and demand for domestic and foreign
coal;
|
|
·
|
the
demand for electricity;
|
|
·
|
domestic
and foreign demand for steel and the continued financial viability of the
domestic and foreign steel
industry;
|
|
·
|
interruptions
due to transportation delays;
|
|
·
|
domestic
and foreign governmental regulations and
taxes;
|
|
·
|
air
emission standards for coal-fired power
plants;
|
|
·
|
regulatory,
administrative, and judicial
decisions;
|
|
·
|
the
price and availability of alternative fuels, including the effects of
technological developments;
|
|
·
|
the
effect of worldwide energy conservation measures;
and
|
|
·
|
the
proximity to, capacity of, and cost of transportation and port
facilities.
|
|
·
|
enactment
of new environmental or health and safety laws or regulations or changes
in interpretations of current
requirements;
|
|
·
|
delays
and difficulties in obtaining, maintaining or renewing necessary permits
or mining or surface rights;
|
|
·
|
the
termination of material contracts by state or other governmental
authorities;
|
|
·
|
changes
or variations in geologic conditions, such as the thickness of the coal
deposits and the amount of rock embedded in or overlying the coal
deposit;
|
|
·
|
mining
and processing equipment failures and unexpected maintenance
problems;
|
|
·
|
limited
availability of mining and processing equipment and parts from
suppliers;
|
|
·
|
the
proximity to, capacity of, and cost of transportation
facilities;
|
|
·
|
adverse
weather and natural disasters, such as heavy rains and flooding or
hurricanes;
|
|
·
|
accidental
mine water discharges;
|
|
·
|
the
unavailability of qualified labor;
|
|
·
|
strikes
and other labor-related interruptions;
and
|
|
·
|
unexpected
mine safety accidents, including fires and explosions from methane and
other sources.
|
|
·
|
future
mining technology improvements;
|
|
·
|
the
effects of governmental
regulations;
|
|
·
|
geologic
and mining conditions, which may not be fully identified by available
exploration data and may differ from our experiences in areas we currently
mine; and
|
|
·
|
future
coal prices, operating costs, capital expenditures, severance and excise
taxes, royalties and development and reclamation
costs.
|
|
·
|
uncertainties
in assessing the value, strengths, and potential profitability of, and
identifying the extent of all weaknesses, risks, contingent and other
liabilities (including environmental or mine safety liabilities) of,
acquisition candidates;
|
|
·
|
the
potential loss of key customers, management and employees of an acquired
business;
|
|
·
|
the
ability to achieve identified operating and financial synergies from an
acquisition in the amounts and on the
timeframe;
|
|
·
|
problems
that could arise from the integration of the acquired business, including
the application of our internal control processes to the acquired
business; and
|
|
·
|
unanticipated
changes in business, industry, market, or general economic conditions that
differ from the assumptions underlying our rationale for pursuing the
acquisition.
|
|
·
|
lack
of availability, higher expense or unfavorable market terms of new
bonds;
|
|
·
|
restrictions
on availability of collateral for current and future third-party surety
bond issuers under the terms of our credit facility or the indenture
governing our senior notes; and
|
|
·
|
the
exercise by third-party surety bond issuers of their right to refuse to
renew the surety.
|
|
·
|
require
us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, thereby reducing the availability of our
cash flow to fund working capital, capital expenditures, acquisitions and
other general corporate activities;
|
|
·
|
limit
our ability to obtain additional financing to fund future working capital,
capital expenditures, research and development, debt service requirements
or other general corporate
requirements;
|
|
·
|
increase
our vulnerability to general adverse economic and industry conditions and
limit our flexibility in planning for, or reacting to, changes in our
business and in the coal industry;
|
|
·
|
make
it more difficult to self-insure and obtain surety bonds or letters of
credit;
|
|
·
|
limit
our ability to enter into new long-term sales contracts;
and
|
|
·
|
place
us at a competitive disadvantage compared to less leveraged
competitors.
|
|
·
|
519,984 shares
of common stock issuable upon the exercise of stock options with a
weighted-average exercise price of
17.87;
|
|
·
|
17,056
restricted share units issued to directors to be converted to common stock
upon separation of service;
|
|
·
|
35,492 shares
to be issued to recipients of performance share awards (based on actual
results) at the end of a performance period which ended on
December 31, 2008;
|
|
·
|
292,551 shares
to be issued to recipients of performance share awards (assuming
performance at a target level) at the end of a performance period which
ends on December 31, 2009; and
|
|
·
|
122,657 shares
to be issued to recipients of performance share awards (assuming
performance at a target level) at the end of a performance period which
ends on December 31, 2010.
|
|
·
|
onsite
conditions that differ from those assumed in the original
bid;
|
|
·
|
delays
caused by weather conditions;
|
|
·
|
contract
modifications creating unanticipated costs not covered by change
orders;
|
|
·
|
changes
in availability, proximity and costs of materials, including diesel fuel,
explosives, and parts and supplies for our
equipment;
|
|
·
|
coal
recovery which impacts the allocation of cost to road
construction;
|
|
·
|
availability
and skill level of workers in the geographic location of a
project;
|
|
·
|
our
suppliers' or subcontractors' failure to
perform;
|
|
·
|
mechanical
problems with our machinery or
equipment;
|
|
·
|
citations
issued by a governmental authority, including the Occupational Safety and
Health Administration and the Mine Safety and Health
Administration;
|
|
·
|
difficulties
in obtaining required governmental permits or
approvals;
|
|
·
|
changes
in applicable laws and regulations;
and
|
|
·
|
claims
or demands from third parties alleging damages arising from our
work.
|
Unresolved
Staff Comments
|
Item
2.
|
Recoverable
Reserves Proven & Probable (1)
|
Sulfur
Content
|
Average
BTU
|
||||||||||||
Regional
Business Unit
|
State
|
<1%
|
1.0%-1.5%
|
>1.5%
|
>12,500
|
<12,500
|
||||||||
Paramont/Alpha
Land and Reserves (2)
|
Virginia
|
188.0 | 140.7 | 38.5 | 8.8 | 178.0 | 10.0 | |||||||
Dickenson-Russell
|
Virginia
|
41.3 | 41.3 | 0.0 | 0.0 | 41.3 | 0.0 | |||||||
Kingwood
(3)
|
West
Virginia
|
12.3 | 0.0 | 1.0 | 11.3 | 12.3 | 0.0 | |||||||
Brooks
Run North
|
West
Virginia
|
40.6 | 18.7 | 21.9 | 0.0 | 33.2 | 7.4 | |||||||
Brooks
Run South (4)
|
West
Virginia
|
85.2 | 83.7 | 1.5 | 0.0 | 85.2 | 0.0 | |||||||
AMFIRE
|
Pennsylvania
|
69.4 | 9.5 | 31.5 | 28.4 | 45.6 | 23.8 | |||||||
Enterprise/Enterprise
Land & Reserve, Inc (5)
|
Kentucky
|
142.7 | 44.9 | 47.0 | 50.8 | 121.3 | 21.4 | |||||||
Callaway/Cobra
(6)
|
West
Virginia and Virginia
|
20.2 | 20.2 | 0.0 | 0.0 | 12.7 | 7.5 | |||||||
Totals
|
599.7 | 359.0 | 141.4 | 99.3 | 529.6 | 70.1 | ||||||||
Percentages
|
60 | % | 23 | % | 17 | % | 88 | % | 12 | % | ||||
(1
|
)
|
Recoverable
reserves represent the amount of proven and probable reserves that can
actually be recovered taking into account all mining and preparation
losses involved in producing a saleable product using existing methods
under current law. The reserve numbers set forth in the table exclude
reserves for which we have leased our mining rights to third parties.
Reserve information reflects a moisture factor of approximately 6.5%. This
moisture factor represents the average moisture present on our delivered
coal, which varies depending on rank of coal and processing
requirements.
|
|
(2
|
)
|
Includes
proven and probable reserves in Virginia controlled by our subsidiary
Alpha Land and Reserves, LLC. Alpha Land and Reserves, LLC subleases a
portion of the mining rights to its proven and probable reserves in
Virginia to our subsidiary Paramont Coal Company Virginia,
LLC.
|
|
(3
|
)
|
On
December 3, 2008, we announced the permanent closure of Kingwood and the
mine stopped producing coal in early January 2009. Unmineable
reserves were written off at December 31, 2008.
|
|
(4
|
)
|
Includes
proven and probable reserve in West Virginia controlled by our
subsidiaries Brooks Run South and Riverside Mining
Company.
|
|
(5
|
)
|
Includes
proven and probable reserves in Kentucky controlled by our subsidiary
Enterprise Land & Reserve Inc obtained from the Progress Energy
acquisition.
|
|
(6
|
)
|
Includes
proven and probable reserves controlled in West Virginia by Cobra Natural
Resource obtained from the Mingo Logan Ben’s Creek Complex
acquisition.
|
Recoverable
Reserves Proven & Probable (1)
|
Total
Tons
|
Total
Tons
|
||||||||||||||
Regional
Business Unit
|
State
|
Assigned
(2)
|
Unassigned
(2)
|
Owned
|
Leased
|
Coal
Type (3)
|
||||||||||
(In
millions of tons)
|
||||||||||||||||
Paramont/Alpha
Land and Reserves (4)
|
Virginia
|
188.0 | 59.9 | 128.1 | 0.0 | 188.0 |
Steam
and Metallurgical
|
|||||||||
Dickenson-Russell
|
Virginia
|
41.3 | 41.1 | 0.2 | 0.0 | 41.3 |
Steam
and Metallurgical
|
|||||||||
Kingwood
(5)
|
West
Virginia
|
12.3 | 1.0 | 11.3 | 0.0 | 12.3 |
Steam
and Metallurgical
|
|||||||||
Brooks
Run North
|
West
Virginia
|
40.6 | 24.0 | 16.6 | 2.3 | 38.3 |
Steam
and Metallurgical
|
|||||||||
Brooks
Run South (6)
|
West
Virginia
|
85.2 | 38.4 | 46.8 | 1.0 | 84.2 |
Steam
and Metallurgical
|
|||||||||
AMFIRE
|
Pennsylvania
|
69.4 | 50.0 | 19.4 | 3.5 | 65.9 |
Steam
and Metallurgical
|
|||||||||
Enterprise/Enterprise
Land & Reserve, Inc (7)
|
Kentucky
|
142.7 | 64.3 | 78.4 | 1.7 | 141.0 |
Steam
|
|||||||||
Callaway/Cobra
(8)
|
West
Virginia and Virginia
|
20.2 | 16.3 | 3.9 | 0.0 | 20.2 |
Steam
and Metallurgical
|
|||||||||
Totals
|
599.7 | 295.0 | 304.7 | 8.5 | 591.2 | |||||||||||
Percentages
|
49 | % | 51 | % | 1 | % | 99 | % | ||||||||
(1
|
)
|
Recoverable
reserves represent the amount of proven and probable reserves that can
actually be recovered taking into account all mining and preparation
losses involved in producing a saleable product using existing methods
under current law. The reserve numbers set forth in the table exclude
reserves for which we have leased our mining rights to third parties.
Reserve information reflects a moisture factor of approximately 6.5%. This
moisture factor represents the average moisture present on our delivered
coal, which varies depending on rank of coal and processing
requirements.
|
(2
|
)
|
Assigned
reserves represent recoverable coal reserves that can be mined without a
significant capital expenditure for mine development, whereas unassigned
reserves will require significant capital expenditures to mine the
reserves.
|
(3
|
)
|
Almost
all of our reserves that we currently market as metallurgical coal also
possess quality characteristics that would enable us to market them as
steam coal.
|
|
(4
|
)
|
Includes
proven and probable reserves in Virginia controlled by our subsidiary
Alpha Land and Reserves, LLC. Alpha Land and Reserves, LLC subleases a
portion of the mining rights to its proven and probable reserves in
Virginia to our subsidiary Paramont Coal Company Virginia,
LLC.
|
(5
|
)
|
On
December 3, 2008, we announced the permanent closure of Kingwood, and the
mine stopped producing coal in early January 2009. Unmineable
reserves were written off at December 31, 2008.
|
|
(6
|
)
|
Includes
proven and probable reserve in West Virginia controlled by our
subsidiaries Brooks Run South and Riverside Mining Company
|
|
(7
|
)
|
Includes
proven and probable reserves in Kentucky controlled by our subsidiary
Enterprise Land & Reserve Inc obtained from the Progress Energy
acquisition.
|
|
(8
|
)
|
Includes
proven and probable reserves controlled by Cobra Natural Resource obtained
from the Mingo Logan Ben’s Creek Complex
acquisition.
|
Legal
Proceedings
|
Submission
of Matters to a Vote of Security
Holders
|
Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
2008
|
High
|
Low
|
|||||
First
Quarter
|
$ | 43.48 | $ | 24.11 | |||
Second
Quarter
|
104.29 | 41.29 | |||||
Third
Quarter
|
104.93 | 43.41 | |||||
Fourth
Quarter
|
47.69 | 14.68 | |||||
2007
|
High
|
Low
|
|||||
First
Quarter
|
$ | 15.66 | $ | 12.45 | |||
Second
Quarter
|
20.79 | 15.61 | |||||
Third
Quarter
|
23.23 | 16.52 | |||||
Fourth
Quarter
|
33.84 | 23.68 | |||||
|
·
|
you
invested $100 in our common stock and in each index at the closing price
on February 15, 2005;
|
|
·
|
all
dividends were reinvested; and
|
|
·
|
you
continued to hold your investment through December 31,
2008.
|
Company
Name
|
2/15/2005
|
Mar-05
|
Jun-05
|
Sep-05
|
Dec-05
|
Mar-06
|
Jun-06
|
Sep-06
|
Dec-06
|
Mar-07
|
Jun-07
|
Sep-07
|
Dec-07
|
Mar-08
|
Jun-08
|
Sep-08
|
Dec-08
|
|
ANR
|
100.00
|
126.36
|
105.25
|
132.40
|
84.66
|
101.99
|
86.47
|
69.46
|
62.71
|
68.88
|
91.63
|
102.38
|
143.15
|
191.45
|
459.63
|
226.66
|
71.35
|
|
Russell
3000
|
100.00
|
97.93
|
100.13
|
104.15
|
106.29
|
111.98
|
109.79
|
114.88
|
123.08
|
124.68
|
131.89
|
133.92
|
129.46
|
117.15
|
115.20
|
105.16
|
81.21
|
|
Russell
3000 Coal
|
100.00
|
107.24
|
118.35
|
171.33
|
159.53
|
177.61
|
199.53
|
132.57
|
140.33
|
148.87
|
176.40
|
172.69
|
240.01
|
222.73
|
413.76
|
184.22
|
88.53
|
Item 6.
|
Alpha
Natural Resources, Inc and Subsidiaries
|
ANR
FUND IX Holdings, L.P. and Alpha NR Holding, Inc. and
Subsidiaries
|
|||||||||||||||||||
Year
Ended
December
31, 2008
|
Year
Ended
December
31, 2007
|
Year
Ended
December
31, 2006
|
Year
Ended
December
31, 2005
|
Year
Ended
December
31, 2004
|
||||||||||||||||
(In
thousands, except per share and per ton amount)
|
||||||||||||||||||||
Statement
of Operations Data:
|
||||||||||||||||||||
Revenues:
|
||||||||||||||||||||
Coal
revenues
|
$ | 2,219,291 | $ | 1,647,505 | * | $ | 1,681,434 | * | $ | 1,413,174 | $ | 1,079,981 | ||||||||
Freight
and handling revenues
|
279,853 | 205,086 | 188,366 | 185,555 | 141,100 | |||||||||||||||
Other
revenues
|
54,980 | 33,241 | ** | 34,743 | 27,926 | 28,347 | ||||||||||||||
Total
revenues
|
2,554,124 | 1,885,832 | 1,904,543 | 1,626,655 | 1,249,428 | |||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||
Cost
of coal sales (exclusive of items shown seperately below)
|
1,729,281 | 1,371,519 | * | 1,346,733 | * | 1,184,092 | 920,359 | |||||||||||||
Gain
on sale of coal reserve
|
(12,936 | ) | - | - | - | - | ||||||||||||||
(Increase)
decrease in fair value of derivative instruments, net
|
47,265 | (8,925 | ) * | (402 | ) * | - | - | |||||||||||||
Freight
and handling costs
|
279,853 | 205,086 | 188,366 | 185,555 | 141,100 | |||||||||||||||
Cost
of other revenues
|
40,857 | 22,715 | ** | 22,982 | 23,675 | 22,994 | ||||||||||||||
Depreciation,
depletion and amortization
|
171,963 | 159,574 | ** | 140,851 | 73,122 | 55,261 | ||||||||||||||
Mine
closure/asset impairment charges
|
30,172 | - | - | - | - | |||||||||||||||
Selling,
general, and administrative expenses (exclusive of depreciation and
amortization shown separately above)
|
71,923 | 58,485 | ** | 67,952 | 88,132 | 40,607 | ||||||||||||||
Total
costs and expenses
|
2,358,378 | 1,808,454 | 1,766,482 | 1,554,576 | 1,180,321 | |||||||||||||||
Income
from operations
|
195,746 | 77,378 | 138,061 | 72,079 | 69,107 | |||||||||||||||
Other
income (expense):
|
||||||||||||||||||||
Interest
expense
|
(40,398 | ) | (40,366 | ) ** | (41,774 | ) | (29,937 | ) | (20,041 | ) | ||||||||||
Interst
income
|
7,352 | 2,266 | ** | 839 | 1,064 | 531 | ||||||||||||||
Loss
on early extinguishment of debt
|
(14,702 | ) | - | - | - | - | ||||||||||||||
Gain
on termination of Cliffs' merger
|
56,315 | - | - | - | - | |||||||||||||||
Miscellaneous
income (expense)
|
(3,829 | ) | (93 | ) | 523 | 91 | 722 | |||||||||||||
Total
other income (expense) net
|
4,738 | (38,193 | ) | (40,412 | ) | (28,782 | ) | (18,788 | ) | |||||||||||
Income
from continuing operations before income taxes
|
200,484 | 39,185 | 97,649 | 43,297 | 50,319 | |||||||||||||||
Income
tax (expense) benefit
|
(39,139 | ) | (9,195 | ) ** | 30,519 | (18,953 | ) | (5,150 | ) | |||||||||||
Minority
interest
|
- | - | - | (2,918 | ) | (22,781 | ) | |||||||||||||
Income
from continuing operations
|
161,345 | 29,990 | 128,168 | 21,426 | 22,388 | |||||||||||||||
Discontinued
operations:
|
||||||||||||||||||||
Loss
from discontinued operations
|
(8,273 | ) | (3,000 | ) | - | (213 | ) | (2,373 | ) | |||||||||||
Minority interest on the loss from discontinued operations
|
490 | 179 | - | - | - | |||||||||||||||
Gain
on sale of discontinued operations
|
13,622 | - | - | - | - | |||||||||||||||
Income
tax (expense) benefit
|
(1,647 | ) | 565 | - | - | - | ||||||||||||||
Income
(loss) from discontinued operations
|
4,192 | (2,256 | ) | - | (213 | ) | (2,373 | ) | ||||||||||||
Net
income
|
$ | 165,537 | $ | 27,734 | $ | 128,168 | $ | 21,213 | $ | 20,015 | ||||||||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
||||||||||||||||||||
**
Adjusted from amounts reported in prior periods to exclude discontinued
operations related to our sale of Gallatin.
|
||||||||||||||||||||
Alpha
Natural Resources, Inc and Subsidiaries
|
ANR
FUND IX Holdings, L.P. and Alpha NR Holding, Inc. and
Subsidiaries
|
|||||||||||||||||||
Year
Ended
December
31, 2008
|
Year
Ended
December
31, 2007
|
Year
Ended
December
31, 2006
|
Year
Ended
December
31, 2005
|
Year
Ended
December
31, 2004
|
||||||||||||||||
(In
thousands, except per share and per ton amount)
|
||||||||||||||||||||
Earnings
Per Share Data:
|
||||||||||||||||||||
Net
income (loss) per share, as adjusted (1)
|
||||||||||||||||||||
Basic
earnings per share:
|
||||||||||||||||||||
Income
from continuing operations
|
$ | 2.36 | $ | 0.46 | $ | 2.00 | $ | 0.38 | $ | 1.52 | ||||||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | - | (0.16 | ) | |||||||||||||
Net
income per basic share
|
$ | 2.42 | $ | 0.43 | $ | 2.00 | $ | 0.38 | $ | 1.36 | ||||||||||
Diluted
earnings per share:
|
||||||||||||||||||||
Income
from continuing operations
|
$ | 2.30 | $ | 0.46 | $ | 2.00 | $ | 0.35 | $ | 0.25 | ||||||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | - | (0.07 | ) | |||||||||||||
Net
income per diluted share
|
$ | 2.36 | $ | 0.43 | $ | 2.00 | $ | 0.35 | $ | 0.18 | ||||||||||
Pro
forma net Income (loss) per share, as adjusted (2)
|
||||||||||||||||||||
Basic
and diluted earnings per share:
|
||||||||||||||||||||
Income
from continuing operations
|
$ | 0.35 | $ | 0.25 | ||||||||||||||||
Loss
from discontinued operations
|
- | (0.07 | ) | |||||||||||||||||
Net
income per basic and diluted share
|
$ | 0.35 | $ | 0.18 | ||||||||||||||||
Alpha
Natural Resources, Inc. and Subsidiaries
|
ANR
FUND IX Holdings, L.P. and Alpha NR Holding, Inc. and
Subsidiaries
|
|||||||||||||||||||
Year
Ended
December
31, 2008
|
Year
Ended
December
31, 2007
|
Year
Ended
December
31, 2006
|
Year
Ended
December
31, 2005
|
Year
Ended
December
31, 2004
|
||||||||||||||||
(in
thousands, except per share amounts)
|
||||||||||||||||||||
Balance
sheet data (at period end):
|
||||||||||||||||||||
Cash
and cash equivalents
|
$ | 676,190 | $ | 54,365 | $ | 33,256 | $ | 39,622 | $ | 7,391 | ||||||||||
Operating
and working capital
|
729,190 | 157,147 | 116,464 | 35,074 | 56,257 | |||||||||||||||
Total
assets
|
1,728,292 | 1,210,914 | 1,145,793 | 1,013,658 | 477,121 | |||||||||||||||
Notes
payable and long-term debt, including current portion
|
539,145 | 446,913 | 445,651 | 485,803 | 201,705 | |||||||||||||||
Stockholders'
equity and partners' capital
|
725,677 | 380,836 | 344,049 | 212,765 | 45,933 | |||||||||||||||
Statement
of cash flows data:
|
||||||||||||||||||||
Net
cash provided by (used in):
|
||||||||||||||||||||
Operating
activities
|
$ | 458,043 | $ | 225,741 | $ | 210,081 | $ | 149,643 | $ | 106,776 | ||||||||||
Investing
activities
|
(77,625 | ) | (165,203 | ) | (160,046 | ) | (339,387 | ) | (86,202 | ) | ||||||||||
Financing
activities
|
241,407 | (39,429 | ) | (56,401 | ) | 221,975 | (24,429 | ) | ||||||||||||
Capital
expenditures
|
(137,751 | ) | (126,381 | ) | (131,943 | ) | (122,342 | ) | (72,046 | ) | ||||||||||
Other
data
|
||||||||||||||||||||
Production:
|
||||||||||||||||||||
Produced/processed
|
23,548 | 24,203 | 24,827 | 20,602 | 19,069 | |||||||||||||||
Purchased
|
4,818 | 4,189 | 4,090 | 6,284 | 6,543 | |||||||||||||||
Total
|
28,366 | 28,392 | 28,917 | 26,886 | 25,612 | |||||||||||||||
Tons
sold:
|
||||||||||||||||||||
Steam
|
16,414 | 17,565 | 19,050 | 16,674 | 15,836 | |||||||||||||||
Met
|
11,899 | 10,980 | 10,029 | 10,023 | 9,490 | |||||||||||||||
Total
|
28,313 | 28,545 | 29,079 | 26,697 | 25,326 | |||||||||||||||
Coal
sales realization/ton:
|
||||||||||||||||||||
Steam
|
$ | 51.23 | $ | 48.75 | * | $ | 48.73 | * | $ | 41.33 | $ | 32.66 | ||||||||
Met
|
$ | 115.85 | $ | 72.07 | $ | 75.09 | $ | 72.24 | $ | 59.31 | ||||||||||
Total
|
$ | 78.38 | $ | 57.72 | * | $ | 57.82 | * | $ | 52.93 | $ | 42.64 | ||||||||
Cost
of coal sales/ton (3)
|
$ | 61.08 | $ | 48.05 | * | $ | 46.31 | * | $ | 44.35 | $ | 36.34 | ||||||||
Coal
margin/ton (4)
|
$ | 17.30 | $ | 9.67 | * | $ | 11.51 | * | $ | 8.58 | $ | 6.30 | ||||||||
EBITDA
from continuing operations, as adjusted for 2005 and 2004
(5)
|
$ | 405,493 | $ | 236,859 | $ | 279,435 | $ | 145,197 | $ | 119,327 | ||||||||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
||||||||||||||||||||
(1
|
)
|
Basic
earnings per share is computed by dividing net income or loss by the
weighted average number of shares of common stock outstanding during the
periods. Diluted earnings per share is computed by dividing net income or
loss by the weighted average number of shares of common stock and dilutive
common stock equivalents outstanding during the periods. Due to the
Internal Restructuring on February 11, 2005 and initial public
offering of common stock completed on February 18, 2005, the
calculation of earnings per share for 2005 and 2004 reflects certain
adjustments, as described below.
|
|
The
numerator for purposes of computing basic and diluted net income (loss)
per share, as adjusted, includes the reported net income (loss) and a pro
forma adjustment for income taxes to reflect the pro forma income taxes
for ANR Fund IX Holdings, L.P.'s portion of reported pre-tax income
(loss), which would have been recorded if the issuance of the shares of
common stock received by the ANR Fund IX Holdings, L.P. and Alpha NR
Holding, Inc. (“FR Affiliates”) in exchange for their ownership in ANR
Holdings in connection with the Internal Restructuring had occurred as of
January 1, 2004. For purposes of the computation of basic and diluted
net income (loss) per share, as adjusted, the pro forma adjustment for
income taxes only applies to the percentage interest owned by ANR
Fund IX Holding, L.P., the non-taxable FR Affiliate. No pro forma
adjustment for income taxes is required for the percentage interest owned
by Alpha NR Holding, Inc., the taxable FR Affiliate, because income taxes
have already been recorded in the historical results of operations.
Furthermore, no pro forma adjustment to reported net income (loss) is
necessary subsequent to February 11, 2005 because we are
subject to income taxes.
|
|||
The
denominator for purposes of computing basic net income (loss) per share,
as adjusted, reflects the retroactive impact of the common shares received
by the FR Affiliates in exchange for their ownership in ANR Holdings in
connection with the Internal Restructuring on a weighted-average
outstanding share basis as being outstanding as of January 1, 2004.
The common shares issued to the minority interest owners of ANR Holdings
in connection with the Internal Restructuring, including the immediately
vested shares granted to management, have been reflected as being
outstanding as of February 11, 2005 for purposes of computing the
basic net income (loss) per share, as adjusted. The unvested shares
granted to management on February 11, 2005 that vest monthly over the
two-year period from January 1, 2005 to December 31, 2006 are
included in the basic net income (loss) per share, as adjusted,
computation as they vest on a weighted-average outstanding share basis
starting on February 11, 2005. The 33,925,000 new shares issued in
connection with the initial public offering have been reflected as being
outstanding since February 14, 2005, the date of the initial public
offering, for purposes of computing the basic net income (loss) per share,
as adjusted.
|
|||
The
unvested shares issued to management are considered options for purposes
of computing diluted net income (loss) per share, as adjusted. Therefore,
for diluted purposes, all remaining unvested shares granted to management
are added to the denominator subsequent to February 11, 2005 using
the treasury stock method, if the effect is dilutive. In addition, the
treasury stock method is used for outstanding stock options, if dilutive,
beginning with the November 10, 2004 grant of options to management
to purchase units in ACM that were automatically converted into options to
purchase up to 596,985 shares of Alpha Natural Resources, Inc. common
stock at an exercise price of $12.73 per
share.
|
Year
Ended December 31,
|
||||||||
2005
|
2004
|
|||||||
(in
thousands, except share and per share amounts)
|
||||||||
Numerator:
|
||||||||
Reported
income from continuing operations
|
$ | 21,426 | $ | 22,388 | ||||
Deduct:
Income tax effect of ANR Fund IX Holdings, L.P. income from continuing
operations prior to Internal Restructuring
|
(91 | ) | (1,149 | ) | ||||
Income
from continuing operations, as adjusted
|
21,335 | 21,239 | ||||||
Reported
loss from discontinued operations
|
(213 | ) | (2,373 | ) | ||||
Add:
Income tax effect of ANR Fund IX Holdings, L.P. loss from discontinued
operations prior to Internal Restructuring
|
2 | 149 | ||||||
Loss
from discontinued operations, as adjusted
|
(211 | ) | (2,224 | ) | ||||
Net
income, as adjusted
|
$ | 21,124 | $ | 19,015 | ||||
Denominator:
|
||||||||
Weighted
average shares-- basic
|
55,664,081 | 13,998,911 | ||||||
Dilutive
effect of stock options and restricted stock grants
|
385,465 | - | ||||||
Weighted
average shares-- diluted
|
56,049,546 | 13,998,911 | ||||||
Net
income per share, as adjusted-- basic and diluted:
|
||||||||
Income
from continuing operations, as adjusted
|
$ | 0.38 | $ | 1.52 | ||||
Loss
from discontinued operations, as adjusted
|
- | (0.16 | ) | |||||
Net
income per share, as adjusted
|
$ | 0.38 | $ | 1.36 | ||||
(2
|
)
|
Pro
forma net income (loss) per share gives effect to the following
transactions as if each of these transactions had occurred on
January 1, 2004: the Nicewonder Acquisition and related debt
refinancing in October 2005, the Internal Restructuring and initial public
offering in February 2005, the issuance in May 2004 of $175.0 million
principal amount of 10% senior notes due 2012, and the entry into a
$175.0 million revolving credit facility in May
2004.
|
|
(3
|
)
|
Excludes
changes in fair value of derivative instruments, freight & handling
costs, cost of other revenues, DD&A, SG&A, gain on sale of coal
reserves and mine closure cost/asset impairment
charges.
|
|
(4
|
)
|
Coal
revenue per ton less cost of coal sales per ton.
|
|
(5
|
)
|
EBITDA
from continuing operations is defined as income from continuing operations
plus interest expense, income tax expense (benefit), depreciation,
depletion and amortization, less interest income. EBITDA from continuing
operations, as adjusted, is EBITDA from continuing operations, further
adjusted for minority interest prior to our internal restructuring. EBITDA
from continuing operations and EBITDA from continuing operations, as
adjusted, are non-GAAP measures used by management to measure operating
performance, and management also believes it is a useful indicator of our
ability to meet debt service and capital expenditure requirements. Because
EBITDA from continuing operations and EBITDA from continuing operations,
as adjusted, are not calculated identically by all companies, our
calculation may not be comparable to similarly titled measures of other
companies.
|
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Income
from continuing operations
|
$ | 161,345 | $ | 29,990 | $ | 128,168 | $ | 21,213 | $ | 20,015 | ||||||||||
Interest
expense
|
40,398 | 40,366 | 41,774 | 29,937 | 20,041 | |||||||||||||||
Interest
income
|
(7,352 | ) | (2,266 | ) | (839 | ) | (1,064 | ) | (531 | ) | ||||||||||
Income
tax expense (benefit)
|
39,139 | 9,195 | (30,519 | ) | 18,860 | 3,960 | ||||||||||||||
Depreciation,
depletion, and amortization
|
171,963 | 159,574 | 140,851 | 73,405 | 56,012 | |||||||||||||||
EBITDA
from continuing operations
|
405,493 | 236,859 | 279,435 | 142,351 | 99,497 | |||||||||||||||
Minority
interest
|
- | - | - | 2,846 | 19,830 | |||||||||||||||
EBITDA
from continuing operations, as adjusted for 2005 and 2004
|
$ | 405,493 | $ | 236,859 | $ | 279,435 | $ | 145,197 | $ | 119,327 |
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
·
|
$56.3
million net gain on the termination fee we received from Cliffs relating
to the planned merger;
|
|
·
|
$47.3
million in unrealized losses related to changes in the fair value of
derivative contracts;
|
|
·
|
$30.2
million charge related to the closing of the Whitetail Kittanning mine
complex;
|
|
·
|
$14.7
million for a loss on early extinguishment of debt from the repurchase of
our 10% senior notes due 2012;
|
|
·
|
$12.9
million gain from the sale of our Kentucky May underground coal
reserves;
|
|
·
|
$12.3
million charge related to a coal contract settlement, which was recorded
as a reduction of revenue;
|
|
·
|
$8.9
million of non-cash interest expense from the full amortization of debt
issuance costs related to our convertible
notes;
|
|
·
|
$8.5
million charge related to our employee appreciation and retention
programs; and
|
|
·
|
$4.5
million impairment charge related to our Excelven
investment.
|
|
·
|
$8.9
million in unrealized gains related to changes in the fair value of
derivative contracts;
|
|
·
|
$2.1
million write off of development costs at an underground mine that was
abandoned;
|
|
·
|
$1.4
million credit related to an insurance settlement for damages caused by
Hurricane Katrina; and
|
|
·
|
$1.2
million charge related to a loss in equity earnings from our Excelven
investment.
|
Increase
|
||||||||||||
Year
Ended December 31,
|
(Decrease)
|
|||||||||||
2008
|
2007
|
$
or Tons
|
%
|
|||||||||
(in
thousands, except per ton data)
|
||||||||||||
Coal
revenues
|
$
|
2,219,291
|
$
|
1,647,505
|
*
|
$
|
571,786
|
35%
|
||||
Freight
and handling revenues
|
279,853
|
205,086
|
74,767
|
36%
|
||||||||
Other
revenues
|
54,980
|
33,241
|
**
|
21,739
|
65%
|
|||||||
Total
revenues
|
$
|
2,554,124
|
$
|
1,885,832
|
$
|
668,292
|
35%
|
|||||
Tons
sold:
|
||||||||||||
Steam
|
16,414
|
17,565
|
(1,151
|
)
|
-7%
|
|||||||
Metallurgical
|
11,899
|
10,980
|
919
|
8%
|
||||||||
Total
|
28,313
|
28,545
|
(232
|
)
|
-1%
|
|||||||
Coal
sales realization per ton:
|
||||||||||||
Steam
|
$
|
51.23
|
$
|
48.75
|
*
|
$
|
2.48
|
5%
|
||||
Metallurgical
|
$
|
115.85
|
$
|
72.07
|
$
|
43.78
|
61%
|
|||||
Average
|
$
|
78.38
|
$
|
57.72
|
*
|
$
|
20.66
|
36%
|
||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
||||||||||||
**
Adjusted from amounts reported in prior periods to exclude discontinued
operations related to our sale of
Gallatin.
|
Increase
|
|||||||||||||
Year
Ended December 31,
|
(Decrease)
|
||||||||||||
2008
|
2007
|
$
|
%
|
||||||||||
(in
thousands, except per ton data)
|
|||||||||||||
Cost
of coal sales (exclusive of items shown separately below)
|
$
|
1,729,281
|
$
|
1,371,519
|
*
|
$
|
357,762
|
26%
|
|||||
Gain
on sale of coal reserves
|
(12,936
|
) |
-
|
(12,936
|
)
|
N/A
|
|||||||
(Increase)
decrease in fair value of derivative instruments, net
|
47,265
|
(8,925
|
) |
*
|
56,190
|
NM
|
|||||||
Freight
and handling costs
|
279,853
|
205,086
|
74,767
|
36%
|
|||||||||
Cost
of other revenues
|
40,857
|
22,715
|
**
|
18,142
|
80%
|
||||||||
Depreciation,
depletion and amortization
|
171,963
|
159,574
|
**
|
12,389
|
8%
|
||||||||
Mine
closure/asset impairment charges
|
30,172
|
-
|
30,172
|
N/A
|
|||||||||
Selling,
general and administrative expenses (exclusive of depreciation and
amortization shown separately above)
|
71,923
|
58,485
|
**
|
13,438
|
23%
|
||||||||
Total
costs and expenses
|
$
|
2,358,378
|
$
|
1,808,454
|
$
|
549,924
|
30%
|
||||||
Cost
of coal sales per ton:
|
|||||||||||||
Company
mines
|
$
|
56.01
|
$
|
46.79
|
*
|
$
|
9.22
|
20%
|
|||||
Contract
mines (including purchased and processed)
|
$
|
70.87
|
$
|
51.56
|
$
|
19.31
|
37%
|
||||||
Total
produced and processed
|
$
|
58.14
|
$
|
47.59
|
*
|
$
|
10.55
|
22%
|
|||||
Purchased
and sold without processing
|
$
|
75.13
|
$
|
50.74
|
*
|
$
|
24.39
|
48%
|
|||||
Cost
of coal sales per ton
|
$
|
61.08
|
$
|
48.05
|
*
|
$
|
13.03
|
27%
|
|||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
|||||||||||||
**
Adjusted from amounts reported in prior periods to exclude discontinued
operations related to our sale of
Gallatin.
|
Increase
|
|||||||||||||||
Year
Ended December 31,
|
(Decrease)
|
||||||||||||||
2007
|
2006
|
$
or Tons
|
%
|
||||||||||||
(in
thousands, except per ton data)
|
|||||||||||||||
Coal
revenues
|
$ | 1,647,505 | * | $ | 1,681,434 | * | $ | (33,929 | ) | -2 | % | ||||
Freight
and handling revenues
|
205,086 | 188,366 | 16,720 | 9 | % | ||||||||||
Other
revenues
|
33,241 | ** | 34,743 | (1,502 | ) | -4 | % | ||||||||
Total
revenues
|
$ | 1,885,832 | $ | 1,904,543 | $ | (18,711 | ) | -1 | % | ||||||
Tons
sold:
|
|||||||||||||||
Steam
|
17,565 | 19,050 | (1,485 | ) | -8 | % | |||||||||
Metallurgical
|
10,980 | 10,029 | 951 | 9 | % | ||||||||||
Total
|
28,545 | 29,079 | (534 | ) | -2 | % | |||||||||
Coal
sales realization per ton:
|
|||||||||||||||
Steam
|
$ | 48.75 | * | $ | 48.73 | * | $ | 0.02 | 0 | % | |||||
Metallurgical
|
$ | 72.07 | $ | 75.09 | $ | (3.02 | ) | -4 | % | ||||||
Average
|
$ | 57.72 | * | $ | 57.82 | * | $ | (0.10 | ) | 0 | % | ||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
|||||||||||||||
**
Adjusted from amounts reported in prior periods to exclude discontinued
operations related to our sale of Gallatin.
|
Increase
|
|||||||||||||||
Year
Ended December 31,
|
(Decrease)
|
||||||||||||||
2007
|
2006
|
$
|
%
|
||||||||||||
(in
thousands, except per ton data)
|
|||||||||||||||
Cost
of coal sales (exclusive of items shown separately below)
|
$ | 1,371,519 | * | $ | 1,346,733 | * | $ | 24,786 | 2 | % | |||||
(Increase)
decrease in fair value of derivative instruments, net
|
(8,925 | ) * | (402 | ) * | (8,523 | ) |
NM
|
||||||||
Freight
and handling costs
|
205,086 | 188,366 | 16,720 | 9 | % | ||||||||||
Cost
of other revenues
|
22,715 | ** | 22,982 | (267 | ) | -1 | % | ||||||||
Depreciation,
depletion and amortization
|
159,574 | ** | 140,851 | 18,723 | 13 | % | |||||||||
Selling,
general and administrative expenses
(exclusive
of depreciation and amortization shown separately above)
|
58,485 | ** | 67,952 | (9,467 | ) | -14 | % | ||||||||
Total
costs and expenses
|
$ | 1,808,454 | $ | 1,766,482 | $ | 41,972 | 2 | % | |||||||
Cost
of coal sales per ton:
|
|||||||||||||||
Company
mines
|
$ | 46.79 | * | $ | 42.82 | * | $ | 3.97 | 9 | % | |||||
Contract
mines (including purchased and processed)
|
$ | 51.56 | $ | 52.77 | $ | (1.21 | ) | -2 | % | ||||||
Total
produced and processed
|
$ | 47.59 | * | $ | 44.33 | * | $ | 3.26 | 7 | % | |||||
Purchased
and sold without processing
|
$ | 50.74 | * | $ | 57.46 | * | $ | (6.72 | ) | -12 | % | ||||
Cost
of coal sales per ton
|
$ | 48.05 | * | $ | 46.31 | * | $ | 1.74 | 4 | % | |||||
*Adjusted
from amounts reported in prior periods to exclude changes in the fair
value of derivative instruments, which are now recorded as a component of
costs and expenses, to conform to current year income statement
presentation. The adjustments have no effect on previously reported income
from operations or net income.
|
|||||||||||||||
**
Adjusted from amounts reported in prior periods to exclude discontinued
operations related to our sale of Gallatin.
|
|||||||||||||||
December
31, 2008
|
||||
Term
loan
|
$
|
233,125
|
||
2.375%
convertible senior notes due 2015
|
287,500
|
|||
Insurance
premium financing
|
18,288
|
|||
Capital
lease obligation
|
232
|
|||
Total
long-term debt
|
539,145
|
|||
Less
current portion
|
18,520
|
|||
Long-term
debt net of current portion
|
$
|
520,625
|
||
|
·
|
We
must maintain a maximum leverage ratio, defined as the ratio of
consolidated debt less unrestricted cash and cash equivalents to EBITDA
(as defined in the credit agreement, “Adjusted EBITDA”), of not more than
3.5:1.0 for the period of four fiscal quarters ended on December 31, 2008
and for each period of four fiscal quarters ending on each quarter end
thereafter.
|
|
·
|
We
must maintain a minimum interest coverage ratio, defined as the ratio of
Adjusted EBITDA to cash interest expense, of not less than 2.5:1.0 for the
four fiscal quarters ending on the last day of any fiscal
quarter.
|
|
·
|
We
must have a maximum senior secured leverage ratio, defined as the ratio of
consolidated debt that is secured by a lien less unrestricted cash and
cash equivalents to Adjusted EBITDA, of 2.5:1.0 or 2.0:1.0 starting
January 1, 2009.
|
|
·
|
We
must satisfy a liquidity test, i.e., the sum of the
unused commitments under the credit facility’s revolving line of credit
plus our unrestricted cash and cash equivalents must not be less than
$100.0 million.
|
Three
Months Ended March 31, 2008
|
Three
Months Ended June 30, 2008
|
Three
Months Ended September 30, 2008
|
Three
Months Ended December 31, 2008
|
Twelve
Months Ended December 31, 2008
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Net
income
|
$ | 25,530 | $ | 74,337 | $ | 69,863 | $ | (4,193 | ) | $ | 165,537 | |||||||||
Interest
expense, net
|
10,087 | 17,097 | 8,389 | 6,804 | 42,377 | |||||||||||||||
Interest
income
|
(789 | ) | (2,234 | ) | (2,728 | ) | (1,650 | ) | (7,401 | ) | ||||||||||
Income
tax expense
|
7,968 | 7,662 | 9,906 | 15,250 | 40,786 | |||||||||||||||
Depreciation,
depletion, and amortization
|
44,260 | 44,910 | 42,197 | 41,203 | 172,570 | |||||||||||||||
EBITDA
|
87,056 | 141,772 | 127,627 | 57,414 | 413,869 | |||||||||||||||
Unrestricted
subsidiary
|
1,328 | 1,131 | 3,504 | 13 | 5,976 | |||||||||||||||
Change
in fair value of derivative instruments
|
(16,684 | ) | (6,516 | ) | 34,294 | 36,171 | 47,265 | |||||||||||||
Write-off
of assets
|
- | - | - | 25,687 | 25,687 | |||||||||||||||
Other
allowance adjustments
|
607 | 131 | 914 | 1,235 | 2,887 | |||||||||||||||
Accretion
expense
|
1,852 | 1,855 | 1,846 | 1,947 | 7,500 | |||||||||||||||
Amortization
of deferred gains
|
(213 | ) | (205 | ) | (177 | ) | (84 | ) | (679 | ) | ||||||||||
Loss
on early extinguishment of debt
|
- | 14,669 | 33 | - | 14,702 | |||||||||||||||
Stock-based
compensation charges
|
2,911 | 11,456 | 635 | 1,999 | 17,001 | |||||||||||||||
Adjusted
EBITDA
|
$ | 76,857 | $ | 164,293 | $ | 168,676 | $ | 124,382 | $ | 534,208 | ||||||||||
Leverage
ratio (1)
|
NM
|
|||||||||||||||||||
Interest
coverage ratio (2)
|
16.13 |
(1
|
)
|
Leverage
ratio is defined in our credit facility as total debt divided by Adjusted
EBITDA.
|
(2
|
)
|
Interest
coverage ratio is defined in our credit facility as Adjusted EBITDA
divided by cash interest expense.
|
2009
|
2010-2011 | 2012-2013 |
After
2013
|
Total
|
||||||||||||||||
Long-term
debt and capital leases (1)
|
$ | 232 | $ | - | $ | 233,125 | $ | 287,500 | $ | 520,857 | ||||||||||
Equipment
purchase commitments
|
63,980 | - | - | - | 63,980 | |||||||||||||||
Operating
leases
|
1,693 | 2,691 | 2,401 | 6,037 | 12,822 | |||||||||||||||
Minimum
royalties
|
10,500 | 21,346 | 17,403 | 30,071 | 79,320 | |||||||||||||||
Coal
purchase commitments
|
216,489 | 14,190 | - | - | 230,679 | |||||||||||||||
Coal
contract buyout
|
12,980 | 567 | - | - | 13,547 | |||||||||||||||
Total
|
$ | 305,874 | $ | 38,794 | $ | 252,929 | $ | 323,608 | $ | 921,205 |
(1
|
)
|
Long-term
debt and capital leases include principal amounts due in the years shown.
Cash interest payable on these obligations, with interest rates ranging
between 2.375% and 12.2% on our loans and capital leases, would be
approximately $23.4 million in 2009, $46.7 million in 2010 to 2011,
$27.4 million in 2012 to 2013, and $9.4 million after
2013.
|
2009
|
2010-2011
|
2012-2013
|
After
2013
|
Total
|
|||||||||||||||
Asset
retirement obligation
|
$
|
8,375
|
$
|
23,517
|
$
|
27,382
|
$
|
77,085
|
$
|
136,359
|
|||||||||
Postretirement
|
1,081
|
3,840
|
6,349
|
304,676
|
315,946
|
||||||||||||||
Workers'
compensation benefits and black lung benefits
|
1,718
|
1,122
|
1,002
|
6,686
|
10,528
|
||||||||||||||
Total
|
$
|
11,174
|
$
|
28,479
|
$
|
34,733
|
$
|
388,447
|
$
|
462,833
|
|
·
|
Discount Rate.
SFAS 143 requires that asset retirement obligations be initially
recorded at fair value. In accordance with the provisions of
SFAS 143, 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, adjusted
for our credit standing.
|
|
·
|
Third-Party Margin.
SFAS 143 requires the measurement of an obligation to be based upon
the amount a third party would demand to assume 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 as a gain at the time that reclamation work is
completed.
|
|
·
|
geological
conditions;
|
|
·
|
historical
production from the area compared with production from other producing
areas;
|
|
·
|
the
assumed effects of regulations and taxes by governmental
agencies;
|
|
·
|
assumptions
governing future prices; and
|
|
·
|
future
operating costs.
|
Health
care cost trend rate
|
One-percentage
point increase
|
One-percentage
point decrease
|
|||||||
(In
thousands)
|
|||||||||
Effect
on total service and interest cost components
|
$ | 65 | $ | (54 | ) | ||||
Effect
on a accumulated postretirement benefit obligation
|
822 | (680 | ) | ||||||
Discount
rate
|
One-half
percentage point increase
|
One-half
percentage point decrease
|
|||||||
(In
thousands)
|
|||||||||
Effect
on total service and interest cost components
|
$ | (429 | ) | $ | 524 | ||||
Effect
on a accumulated postretirement benefit obligation
|
(3,509 | ) | 4,671 |
Quantitative
and Qualitative Disclosures about Market
Risk
|
Purchase
Price
|
Tons
|
Fair
Value (In Millions)
|
|||||||||||
Purchase
Contracts
|
Range
|
Outstanding
|
Delivery
Period
|
Asset/(Liability)
|
|||||||||
$ | 40.00-$60.00 | 180,000 |
01/01/08-12/31/09
|
$ | 1.2 | ||||||||
$ | 60.00-$70.00 | 150,000 |
01/01/09-12/31/09
|
(0.7 | ) | ||||||||
$ | 110.00-$120.00 | 60,000 |
01/01/09-12/31/09
|
(3.6 | ) | ||||||||
390,000 | $ | (3.1 | ) | ||||||||||
Selling
Price
|
Tons
|
Fair
Value (In Millions)
|
|||||||||||
Sales
Contracts
|
Range
|
Outstanding
|
Delivery
Period
|
Asset/(Liability)
|
|||||||||
$ | 50.00-$60.00 | 140,000 |
01/01/09-12/31/09
|
$ | 0.2 | ||||||||
$ | 60.00-$70.00 | 120,000 |
01/01/09-12/31/09
|
0.4 | |||||||||
$ | 70.00-$80.00 | 120,000 |
01/01/09-12/31/09
|
2.3 | |||||||||
380,000 | $ | 2.9 |
Financial
Statements and Supplementary Data
|
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||||
Twelve
Months Ended
|
||||||||||||
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(In
thousands, except share and per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Coal
revenues
|
$ | 2,219,291 | $ | 1,647,505 | $ | 1,681,434 | ||||||
Freight
and handling revenues
|
279,853 | 205,086 | 188,366 | |||||||||
Other
revenues
|
54,980 | 33,241 | 34,743 | |||||||||
Total
revenues
|
2,554,124 | 1,885,832 | 1,904,543 | |||||||||
Costs
and expenses:
|
||||||||||||
Cost
of coal sales (exclusive of items shown separately below)
|
1,729,281 | 1,371,519 | 1,346,733 | |||||||||
Gain
on sale of coal reserves
|
(12,936 | ) | - | - | ||||||||
(Increase)
decrease in fair value of derivative instruments, net
|
47,265 | (8,925 | ) | (402 | ) | |||||||
Freight
and handling costs
|
279,853 | 205,086 | 188,366 | |||||||||
Cost
of other revenues
|
40,857 | 22,715 | 22,982 | |||||||||
Depreciation,
depletion and amortization
|
171,963 | 159,574 | 140,851 | |||||||||
Mine
closure/asset impairment charges
|
30,172 | - | - | |||||||||
Selling,
general and administrative expenses
|
||||||||||||
(exclusive
of depreciation and amortization shown separately above)
|
71,923 | 58,485 | 67,952 | |||||||||
Total
costs and expenses
|
2,358,378 | 1,808,454 | 1,766,482 | |||||||||
Income
from operations
|
195,746 | 77,378 | 138,061 | |||||||||
Other
income (expense):
|
||||||||||||
Interest
expense
|
(40,398 | ) | (40,366 | ) | (41,774 | ) | ||||||
Interest
income
|
7,352 | 2,266 | 839 | |||||||||
Loss
on early extinguishment of debt
|
(14,702 | ) | - | - | ||||||||
Gain
on termination of Cliffs' merger, net
|
56,315 | - | - | |||||||||
Miscellaneous
income (expense), net
|
(3,829 | ) | (93 | ) | 523 | |||||||
Total
other income (expense), net
|
4,738 | (38,193 | ) | (40,412 | ) | |||||||
Income
from continuing operations before income taxes
|
200,484 | 39,185 | 97,649 | |||||||||
Income
tax (expense) benefit
|
(39,139 | ) | (9,195 | ) | 30,519 | |||||||
Income
from continuing operations
|
161,345 | 29,990 | 128,168 | |||||||||
Discontinued
operations (Note 25)
|
||||||||||||
Loss
from discontinued operations
|
(8,273 | ) | (3,000 | ) | - | |||||||
Minority
interest on the loss from discontinued operations
|
490 | 179 | - | |||||||||
Gain
on sale of discontinued operations
|
13,622 | - | - | |||||||||
Income
tax (expense) benefit
|
(1,647 | ) | 565 | - | ||||||||
Income
(loss) from discontinued operations
|
4,192 | (2,256 | ) | - | ||||||||
Net
income
|
$ | 165,537 | $ | 27,734 | $ | 128,168 | ||||||
Basic
earnings per share:
|
||||||||||||
Income
from continuing operations
|
$ | 2.36 | $ | 0.46 | $ | 2.00 | ||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | ||||||||
Net
income
|
$ | 2.42 | $ | 0.43 | $ | 2.00 | ||||||
Diluted
earnings per share:
|
||||||||||||
Income
from continuing operations
|
$ | 2.30 | $ | 0.46 | $ | 2.00 | ||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | ||||||||
Net
income
|
$ | 2.36 | $ | 0.43 | $ | 2.00 | ||||||
See
accompanying notes to consolidated financial statements.
|
||||||||||||
ALPHA
NATURAL RESOURCES, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
(In
thousands, except share and per share amounts)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 676,190 | $ | 54,365 | ||||
Trade
accounts receivable, net
|
163,674 | 183,969 | ||||||
Notes
and other receivables
|
15,074 | 11,141 | ||||||
Inventories
|
86,594 | 70,780 | ||||||
Prepaid
expenses and other current assets
|
50,251 | 59,954 | ||||||
Total
current assets
|
991,783 | 380,209 | ||||||
Property,
plant, and equipment, net
|
550,098 | 640,258 | ||||||
Goodwill
|
20,547 | 20,547 | ||||||
Other
intangibles, net
|
3,835 | 9,376 | ||||||
Deferred
income taxes
|
107,452 | 97,130 | ||||||
Other
assets
|
54,577 | 63,394 | ||||||
Total
assets
|
$ | 1,728,292 | $ | 1,210,914 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Current
liabilities:
|
||||||||
Current
portion of long term debt
|
$ | 232 | $ | 2,579 | ||||
Note
payable
|
18,288 | 18,883 | ||||||
Trade
accounts payable
|
102,975 | 95,749 | ||||||
Deferred
income taxes
|
639 | 9,753 | ||||||
Accrued
expenses and other current liabilities
|
140,459 | 96,098 | ||||||
Total
current liabilities
|
262,593 | 223,062 | ||||||
Long-term
debt
|
520,625 | 425,451 | ||||||
Workers’
compensation benefit obligations
|
9,604 | 9,055 | ||||||
Postretirement
medical benefit obligations
|
60,211 | 53,811 | ||||||
Asset
retirement obligation
|
90,565 | 83,020 | ||||||
Deferred
gains on sale of property interests
|
2,421 | 3,176 | ||||||
Other
liabilities
|
56,596 | 30,930 | ||||||
Total
liabilities
|
1,002,615 | 828,505 | ||||||
Minority
Interest
|
- | 1,573 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders'
equity:
|
||||||||
Preferred
stock - par value $0.01, 10,000,000 shares
|
||||||||
authorized,
none issued
|
- | - | ||||||
Common
stock - par value $0.01, 100,000,000 shares
|
||||||||
authorized,
70,513,880 and
65,769,303 shares issued and outstanding
|
||||||||
at
December 31, 2008 and 2007, respectively
|
705 | 658 | ||||||
Additional
paid-in capital
|
414,410 | 227,336 | ||||||
Accumulated
other comprehensive loss
|
(30,107 | ) | (22,290 | ) | ||||
Retained
earnings
|
340,669 | 175,132 | ||||||
Total
stockholders' equity
|
725,677 | 380,836 | ||||||
Total
liabilities and stockholders' equity
|
$ | 1,728,292 | $ | 1,210,914 | ||||
See
accompanying notes to consolidated financial statements.
|
||||||||
ALPHA
NATURAL RESOURCES, INC. AND SUBSIDIARIES
|
|||||||||||||||||||||||
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE
INCOME
|
|||||||||||||||||||||||
Common
Stock
|
Additional
Paid in Capital
|
Accumulated
Other Comprehensive Loss
|
Retained
Earnings
|
Total
Stockholders' Equity
|
|||||||||||||||||||
Shares
|
Amount
|
||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||
Balances,
December 31, 2005
|
64,420 | $ | 644 | $ | 193,608 | $ | - | $ | 18,513 | $ | 212,765 | ||||||||||||
Comprehensive
income
|
|||||||||||||||||||||||
Net
income
|
- | - | - | - | 128,168 | 128,168 | |||||||||||||||||
Change
in derivative financial instrument, net of income tax of
$1,787
|
- | - | - | (5,437 | ) | - | (5,437 | ) | |||||||||||||||
Total
comprehensive income
|
122,731 | ||||||||||||||||||||||
Initial
impact of adoption of Statement of Financial Standards No. 108, net of
income tax (Note 2(t))
|
- | - | - | - | 717 | 717 | |||||||||||||||||
Exercise
of stock options
|
60 | 1 | 953 | - | - | 954 | |||||||||||||||||
Amortization
of unearned stock-based compensation
|
484 | 5 | 20,459 | - | - | 20,464 | |||||||||||||||||
Initial
impact of adoption of Statement of Financial Standards No. 158, net of
income tax
|
- | - | - | (13,582 | ) | - | (13,582 | ) | |||||||||||||||
Balances,
December 31, 2006
|
64,964 | $ | 650 | $ | 215,020 | $ | (19,019 | ) | $ | 147,398 | $ | 344,049 | |||||||||||
Comprehensive
income
|
|||||||||||||||||||||||
Net
income
|
- | - | - | - | 27,734 | 27,734 | |||||||||||||||||
Change
in derivative financial instrument, net of income tax of
$2,070
|
- | - | - | (6,298 | ) | - | (6,298 | ) | |||||||||||||||
Impact
of Statement of Financial Accounting Standards No. 158, net of income tax
benefit of ($997)
|
- | - | - | 3,027 | - | 3,027 | |||||||||||||||||
Total
comprehensive income
|
24,463 | ||||||||||||||||||||||
Exercise
of stock options
|
268 | 3 | 3,969 | - | - | 3,972 | |||||||||||||||||
Amortization
of unearned stock-based compensation
|
537 | 5 | 8,347 | - | - | 8,352 | |||||||||||||||||
Balances,
December 31, 2007
|
65,769 | $ | 658 | $ | 227,336 | $ | (22,290 | ) | $ | 175,132 | $ | 380,836 | |||||||||||
Comprehensive
income
|
|||||||||||||||||||||||
Net
income
|
- | - | - | - | 165,537 | 165,537 | |||||||||||||||||
Change
in derivative financial instrument, net of income tax of
$3,111
|
- | - | - | (9,226 | ) | - | (9,226 | ) | |||||||||||||||
Impact
of Statement of Financial Accounting Standards No. 158, net of income tax
benefit of ($478)
|
- | - | - | 1,409 | - | 1,409 | |||||||||||||||||
Total
comprehensive income
|
157,720 | ||||||||||||||||||||||
Proceeds
from public offering of common shares ($41.25 per share), net of offering
costs of $7,834
|
4,182 | 42 | 164,624 | - | - | 164,666 | |||||||||||||||||
Exercise
of stock options
|
213 | 2 | 3,584 | - | - | 3,586 | |||||||||||||||||
Amortization
of unearned stock-based compensation
|
350 | 3 | 18,866 | - | - | 18,869 | |||||||||||||||||
Balances,
December 31, 2008
|
70,514 | $ | 705 | $ | 414,410 | $ | (30,107 | ) | $ | 340,669 | $ | 725,677 | |||||||||||
See
accompanying notes to consolidated financial statements.
|
ALPHA
NATURAL RESOURCES, INC. AND SUBSIDIARIES
|
||||||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
Twelve
Months Ended
|
||||||||||||
December
31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
(In
thousands)
|
||||||||||||
Operating
activities:
|
||||||||||||
Net
income
|
$ | 165,537 | $ | 27,734 | $ | 128,168 | ||||||
Adjustments
to reconcile net income
|
||||||||||||
to
net cash provided by operating
|
||||||||||||
activities:
|
||||||||||||
Depreciation,
depletion and amortization
|
172,570 | 159,579 | 140,851 | |||||||||
Loss
on early extinguishment of debt
|
14,702 | - | - | |||||||||
Amortization
of debt issuance costs
|
11,904 | 2,318 | 2,282 | |||||||||
Accretion
of asset retirement obligation
|
7,499 | 6,845 | 4,874 | |||||||||
Share-based
compensation
|
17,871 | 9,681 | 20,464 | |||||||||
Amortization of deferred gains on sales
|
||||||||||||
of
property interests
|
(679 | ) | (891 | ) | (1,870 | ) | ||||||
Gain
on sale of discontinued operations
|
(13,622 | ) | - | - | ||||||||
Gain
on sale of fixed assets and investments
|
(2,474 | ) | (2,219 | ) | (972 | ) | ||||||
Gain
on sale of coal reserves
|
(12,936 | ) | - | - | ||||||||
Mine
closure costs/asset impairment charges
|
34,706 | - | - | |||||||||
Minority
interest
|
(490 | ) | (179 | ) | - | |||||||
Change
in fair value of derivative instruments
|
47,265 | (8,925 | ) | (402 | ) | |||||||
Deferred
income tax expense (benefit)
|
(16,802 | ) | 1,032 | (48,720 | ) | |||||||
Other
|
2,042 | 3,637 | 1,317 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Trade
accounts receivable
|
19,674 | (12,968 | ) | (24,101 | ) | |||||||
Notes
and other receivables
|
(6,640 | ) | (7,335 | ) | 3,124 | |||||||
Inventories
|
(16,037 | ) | 15,543 | 7,943 | ||||||||
Prepaid expenses and other current
|
||||||||||||
assets
|
5,202 | 15,530 | 20,922 | |||||||||
Other
assets
|
(2,736 | ) | (24,303 | ) | (3,688 | ) | ||||||
Trade
accounts payable
|
14,324 | 23,548 | (28,359 | ) | ||||||||
Accrued expenses and other current
|
||||||||||||
liabilities
|
13,864 | 11,684 | (19,805 | ) | ||||||||
Workers’
compensation benefits
|
622 | 1,375 | 875 | |||||||||
Postretirement
medical benefits
|
8,215 | 7,475 | 8,716 | |||||||||
Asset
retirement obligation
|
(4,825 | ) | (6,124 | ) | (3,187 | ) | ||||||
Other
liabilities
|
(713 | ) | 2,704 | 1,649 | ||||||||
Net
cash provided by
|
||||||||||||
operating
activities
|
$ | 458,043 | $ | 225,741 | $ | 210,081 | ||||||
Investing
activities:
|
||||||||||||
Capital
expenditures
|
$ | (137,751 | ) | $ | (126,381 | ) | $ | (131,943 | ) | |||
Proceeds from disposition of property, plant,
|
||||||||||||
and
equipment
|
16,649 | 6,101 | 1,471 | |||||||||
Investment
in and advances to investee
|
(199 | ) | (403 | ) | (344 | ) | ||||||
Proceeds
from sale of investment in coal terminal
|
1,500 | - | - | |||||||||
Proceeds
from sale of discontinued operations
|
45,000 | - | - | |||||||||
Investment
in Dominion Terminal Facility
|
(2,824 | ) | - | - | ||||||||
Purchase
of acquired companies
|
- | (43,908 | ) | (31,532 | ) | |||||||
Other | - | (612 | ) | 2,302 | ||||||||
Net
cash used in investing activities
|
$ | (77,625 | ) | $ | (165,203 | ) | $ | (160,046 | ) | |||
Financing
activities:
|
||||||||||||
Repayments
of note payable
|
$ | (595 | ) | $ | (20,941 | ) | $ | (58,315 | ) | |||
Proceeds
from issuance of convertible debt
|
287,500 | - | - | |||||||||
Repayments
on long-term debt
|
(193,973 | ) | (15,580 | ) | (290,210 | ) | ||||||
Proceeds
from issuance of long-term debt
|
- | 18,900 | 286,821 | |||||||||
Proceeds
from issuance of common stock, net of offering costs of
$7,834
|
164,666 | - | - | |||||||||
Debt
issuance costs
|
(10,861 | ) | - | - | ||||||||
Premium
payment on early extinguishment of debt
|
(10,736 | ) | - | - | ||||||||
Increase
(decrease) in bank overdraft
|
(160 | ) | (23,654 | ) | 6,749 | |||||||
Tax
benefit from share-based compensation
|
1,980 | 40 | - | |||||||||
Payments
of sponsor distributions related to internal restructuring
|
- | (2,126 | ) | (2,400 | ) | |||||||
Proceeds
from exercise of stock options
|
3,586 | 3,932 | 954 | |||||||||
Net
cash provided by (used in)
|
||||||||||||
financing
activities
|
$ | 241,407 | $ | (39,429 | ) | $ | (56,401 | ) | ||||
Net increase (decrease) in cash |
|
|||||||||||
and
cash equivalents
|
$ | 621,825 | $ | 21,109 | $ | (6,366 | ) | |||||
Cash
and cash equivalents at beginning of period
|
54,365 | 33,256 | 39,622 | |||||||||
Cash
and cash equivalents at end of period
|
$ | 676,190 | $ | 54,365 | $ | 33,256 | ||||||
See
accompanying notes to consolidated financial statements.
|
(1)
|
Business
and Basis of Presentation
|
(2)
|
Summary
of Significant Accounting Policies and
Practices
|
(a)
|
Cash
and Cash Equivalents
|
(b)
|
Trade
Accounts Receivable and Allowance for Doubtful
Accounts
|
(c)
|
Inventories
|
(d)
|
Property,
Plant, and Equipment
|
(e)
|
Impairment
of Long-Lived Assets
|
(f)
|
Goodwill
|
(g)
|
Health
Insurance Programs
|
(h)
|
Income
Taxes
|
(i)
|
Asset
Retirement Obligation
|
(j)
|
Royalties
|
Balance
at December 31, 2005
|
$
|
4,830
|
||
Provision
for non-recoupable advance mining royalties
|
2,215
|
|||
Write
offs of advance mining royalties
|
(766
|
) | ||
Balance
at December 31, 2006
|
6,279
|
|||
Provision
for non-recoupable advance mining royalties
|
511
|
|||
Write
offs of advance mining royalties
|
(1,254
|
) | ||
Balance
at December 31, 2007
|
5,536
|
|||
Provision
for non-recoupable advance mining royalties
|
4,453
|
|||
Write
offs of advance mining royalties
|
(2,060
|
) | ||
Balance
at December 31, 2008
|
$
|
7,929
|
(k)
|
Revenue
Recognition
|
(l)
|
Deferred
Financing Costs
|
(m)
|
Virginia
Coalfield Employment Enhancement Tax
Credit
|
(n)
|
Workers'
Compensation and Pneumoconiosis (Black Lung)
Benefits
|
(o)
|
Postretirement
Benefits Other Than Pensions
|
(p)
|
Equity
Investments
|
(q)
|
Share-Based
Compensation
|
(r)
|
Derivative
Financial Instruments
|
(s)
|
New
Accounting Pronouncements Issued and not yet
Adopted
|
(t)
|
Adoption
of SAB 108
|
(u)
|
Use
of Estimates
|
(v)
|
Reclassifications
|
(3)
|
Earnings
Per Share
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Numerator:
|
||||||||||||
Income
from continuing operations
|
$ | 161,345 | $ | 29,990 | $ | 128,168 | ||||||
Income
(loss) from discontinued operations
|
4,192 | (2,256 | ) | - | ||||||||
Net
income
|
$ | 165,537 | $ | 27,734 | $ | 128,168 | ||||||
Denominator:
|
||||||||||||
Weighted
average shares - basic
|
68,453,724 | 64,631,507 | 64,093,571 | |||||||||
Dilutive
effect of stock equivalents
|
1,806,011 | 377,923 | 57,209 | |||||||||
Weighted
average shares- diluted
|
70,259,735 | 65,009,430 | 64,150,780 | |||||||||
Basic
earnings per share:
|
||||||||||||
Income
from continuing operations
|
$ | 2.36 | $ | 0.46 | $ | 2.00 | ||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | ||||||||
Net
income per basic share
|
$ | 2.42 | $ | 0.43 | $ | 2.00 | ||||||
Diluted
earnings per share:
|
||||||||||||
Income
from continuing operations
|
$ | 2.30 | $ | 0.46 | $ | 2.00 | ||||||
Income
(loss) from discontinued operations
|
0.06 | (0.03 | ) | - | ||||||||
Net
income per diluted share
|
$ | 2.36 | $ | 0.43 | $ | 2.00 |
(4)
|
Inventories
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Raw
coal
|
$ | 9,018 | $ | 8,754 | ||||
Saleable
coal
|
61,297 | 48,928 | ||||||
Equipment
purchased for resale
|
2,282 | 1,688 | ||||||
Materials
and supplies
|
13,997 | 11,410 | ||||||
Total
inventories
|
$ | 86,594 | $ | 70,780 |
(5)
|
Prepaid
Expenses and Other Current Assets
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Prepaid
insurance
|
$ | 22,148 | $ | 20,958 | ||||
Advanced
mining royalties, net
|
2,538 | 4,884 | ||||||
Refundable
income taxes
|
- | 8,841 | ||||||
Fair
value of certain derivative contracts instruments
|
8,040 | 11,492 | ||||||
Prepaid
freight
|
11,312 | 11,213 | ||||||
Other
prepaid expenses
|
6,213 | 2,566 | ||||||
Total
prepaid expenses and other current assets
|
$ | 50,251 | $ | 59,954 |
(6)
|
Property,
Plant, and Equipment
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Land
|
$ | 12,882 | $ | 14,226 | ||||
Mineral
rights
|
339,330 | 343,152 | ||||||
Plant
and mining equipment
|
681,362 | 616,917 | ||||||
Vehicles
|
7,154 | 5,659 | ||||||
Mine
development
|
84,815 | 61,433 | ||||||
Office
equipment and software
|
15,118 | 13,030 | ||||||
Construction
in progress
|
3,982 | 25,410 | ||||||
1,144,643 | 1,079,827 | |||||||
Less
accumulated depreciation, depletion, and amortization
|
594,545 | 439,569 | ||||||
Property,
plant, and equipment, net
|
$ | 550,098 | $ | 640,258 |
(7)
|
Other
Intangibles
|
December
31, 2008
|
December
31, 2007
|
|||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
|||||||||||||
Sales
contracts
|
$ | 5,084 | $ | 2,994 | $ | 5,084 | $ | 1,907 | ||||||||
Customer
relationships
|
4,762 | 3,017 | 8,006 | 2,065 | ||||||||||||
Noncomplete
agreements
|
- | - | 927 | 669 | ||||||||||||
$ | 9,846 | $ | 6,011 | $ | 14,017 | $ | 4,641 |
(8)
|
Other
Assets
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Advance
mining royalties, net
|
$ | 14,234 | $ | 16,174 | ||||
Deferred
loan costs, net of accumulated amortization of $4,515 and $6,245 in 2008
and 2007, respectively
|
6,852 | 11,501 | ||||||
Investment
in terminal facility
|
3,484 | 1,498 | ||||||
Investment
in Excelven Pty Ltd
|
- | 4,870 | ||||||
Virginia
tax credit receivable
|
19,242 | 20,181 | ||||||
Davis-Bacon
litigation (See Note 23)
|
7,925 | 6,125 | ||||||
Other
|
2,840 | 3,045 | ||||||
Total
other assets
|
$ | 54,577 | $ | 63,394 |
(9)
|
Note Payable
|
(10)
|
Accrued
Expenses and Other Current
Liabilities
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Wages
and employee benefits
|
$ | 48,174 | $ | 29,750 | ||||
Current
portion of asset retirement obligation
|
8,375 | 8,179 | ||||||
Taxes
other than income taxes
|
15,489 | 16,884 | ||||||
Freight
|
8,575 | 8,154 | ||||||
Contractor
escrow
|
1,524 | 1,201 | ||||||
Deferred
revenues
|
755 | 1,355 | ||||||
Current
portion of self-insured workers' compensation benefits
|
1,718 | 1,779 | ||||||
Workers'
compensation insurance premium payable
|
635 | 1,340 | ||||||
Interest
payable
|
3,237 | 2,876 | ||||||
Fair
value of certain derivative contracts
|
28,123 | 2,139 | ||||||
Unamortized
portion of unfavorable coal sales contract
|
2,894 | 6,763 | ||||||
Construction
billings in excess of costs
|
- | 5,454 | ||||||
Income
taxes payable
|
11,749 | - | ||||||
Other
|
9,211 | 10,224 | ||||||
Total
accrued expenses and other current liabilities
|
$ | 140,459 | $ | 96,098 |
(11)
|
Long-Term
Debt
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Term
loan due 2012
|
$ | 233,125 | $ | 233,125 | ||||
2.375%
convertible senior note due 2015
|
287,500 | - | ||||||
10%
senior notes repurchased in 2008
|
- | 175,000 | ||||||
Gallatin
loan facility
|
- | 18,500 | ||||||
Capital
lease obligation
|
232 | 705 | ||||||
Other
|
- | 700 | ||||||
Total
long-term debt
|
520,857 | 428,030 | ||||||
Less
current portion
|
232 | 2,579 | ||||||
Long-term
debt, net of current position
|
$ | 520,625 | $ | 425,451 |
|
1.
|
the
convertible senior notes will be convertible during any calendar quarter
(and only during that quarter) if the closing sale price per share of the
Company’s common stock for each of 20 or more trading days in a period of
30 consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter exceeds 130% of the conversion
price in effect on the last trading day of the immediately preceding
calendar quarter;
|
|
2.
|
the
convertible senior notes will be convertible during the five consecutive
business days immediately after any five consecutive trading day
period in which the average trading price per $1,000 principal amount
of notes was equal to or less than 97% of the average conversion value of
the notes during
that note period;
|
|
3.
|
the
convertible senior notes will be convertible upon the occurrence of
specified corporate transactions;
and
|
|
4.
|
the
convertible senior notes will be convertible at any time from, and
including, January 15, 2015 until the close of business on the
business day immediately preceding April 15,
2015.
|
Year
ending December 31:
|
||||
2009
|
$
|
232
|
||
2010
|
-
|
|||
2011
|
-
|
|||
2012
|
233,125
|
|||
2013
|
-
|
|||
Thereafter
|
287,500
|
|||
Total
long-term debt
|
$
|
520,857
|
||
(12)
|
Asset
Retirement Obligation
|
Total
asset retirement obligation at December 31, 2006
|
|
$
|
77,292
|
|
Accretion
|
6,845
|
|||
Acquisitions
|
11,636
|
|||
Sites
added
|
3,305
|
|||
Revisions
in estimated cash flows
|
(1,754)
|
|||
Expenditures
|
(6,125)
|
|||
Total
asset retirement obligation at December 31, 2007
|
|
91,199
|
||
Accretion
|
7,499
|
|||
Decrease
due to sale of asset
|
(2,108)
|
|||
Sites
added
|
4,266
|
|||
Revisions
in estimated cash flows
|
2,909
|
|||
Expenditures
|
(4,825)
|
|||
Total
asset retirement obligation at December 31, 2008
|
|
$
|
98,940
|
(13)
|
Other
Liabilities
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Fair
value of interest rate swap
|
$ | 27,929 | $ | 15,590 | ||||
Fair
value of certain derivative contracts
|
16,812 | - | ||||||
Davis-Bacon
litigation (see Note 23)
|
7,925 | 6,125 | ||||||
Unamortized
portion of unfavorable coal sales contract
|
- | 2,403 | ||||||
Employee
benefits
|
1,014 | 1,940 | ||||||
Advance
royalties payable
|
687 | 879 | ||||||
Contractor
escrow
|
1,332 | 1,324 | ||||||
Long-term
deferred revenue
|
468 | 405 | ||||||
Deferred
purchase price obligation
|
429 | 538 | ||||||
Payable
to former sponsor
|
- | 274 | ||||||
Other
long-term liabilities
|
- | 1,452 | ||||||
Total
other liabilities
|
$ | 56,596 | $ | 30,930 |
(14)
|
Deferred
Gains on Sales of Property
Interests
|
(15)
|
Fair
Value of Financial Instruments and Fair Value
Measurements
|
December
31,
|
||||||||||||||||
2008
|
2008
|
2007
|
2007
|
|||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
2.375%
convertible senior notes due 2015
|
$ | 287,500 | $ | 186,013 | $ | - | $ | - | ||||||||
10%
senior notes repurchased in 2008
|
- | - | 175,000 | 185,063 | ||||||||||||
Term
loan due 2012
|
233,125 | 194,659 | 233,125 | 233,125 | ||||||||||||
Capital
lease obligation
|
232 | 232 | 705 | 705 | ||||||||||||
Gallatin
loan facility
|
- | - | 18,500 | 18,500 | ||||||||||||
Other
|
- | - | 700 | 700 | ||||||||||||
Total
long-term debt
|
$ | 520,857 | $ | 380,904 | $ | 428,030 | $ | 438,093 |
|
Level
1 - Quoted prices in active markets for identical assets or
liabilities;
|
|
Level
2 - Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active;
and
|
|
Level
3 - Unobservable inputs in which there is little or no market data which
require the reporting entity to develop its own
assumptions.
|
As
of December 31, 2008
|
||||||||||||||||||||
Fair
Value Measurements Using:
|
||||||||||||||||||||
Quoted
|
Significant
|
|||||||||||||||||||
Prices
in
|
Other
|
Significant
|
||||||||||||||||||
Active
|
Observable
|
Unobservable
|
||||||||||||||||||
Carrying
|
Total
Fair
|
Markets
|
Inputs
|
Inputs
|
||||||||||||||||
Amount
|
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
Financial
assets (liabilities):
|
||||||||||||||||||||
Forward
coal sales
|
$ | (3,042 | ) | $ | (3,042 | ) | $ | - | $ | (3,042 | ) | $ | - | |||||||
Forward
coal purchases
|
2,854 | 2,854 | - | 2,854 | - | |||||||||||||||
Diesel
fuel derivatives
|
(36,707 | ) | (36,707 | ) | - | (36,707 | ) | - | ||||||||||||
Interest
rate swaps
|
(27,929 | ) | (27,929 | ) | - | (27,929 | ) | - |
(16)
|
Employee
Benefit Plans
|
(a)
|
Postretirement
Benefits Other Than Pensions
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Change
in benefit obligations:
|
||||||||
Accumulated
benefit obligation-beginning period:
|
$ | 54,784 | $ | 50,847 | ||||
Service
cost
|
2,777 | 3,026 | ||||||
Interest
cost
|
3,421 | 3,067 | ||||||
Actuarial
(gain) or loss
|
551 | (3,024 | ) | |||||
Benefits
paid
|
(241 | ) | (129 | ) | ||||
Plan
amendments
|
- | 997 | ||||||
Accumulated
benefit obligation-end of period
|
$ | 61,292 | $ | 54,784 | ||||
Change
in plan assets:
|
||||||||
Employer
contributions
|
$ | (241 | ) | $ | (129 | ) | ||
Benefits
paid
|
241 | 129 | ||||||
Fair
value of plan assets at December 31
|
- | - | ||||||
Funded
status
|
$ | (61,292 | ) | $ | (54,784 | ) | ||
Amounts
recognized in the balance sheet:
|
||||||||
Current
liabilities
|
$ | (1,081 | ) | $ | (973 | ) | ||
Long-term
liabilities
|
(60,211 | ) | (53,811 | ) | ||||
$ | (61,292 | ) | $ | (54,784 | ) | |||
Amounts
recognized in accumulated other comprehensive loss:
|
||||||||
Prior
service cost
|
$ | 14,238 | $ | 16,605 | ||||
Net
actuarial gain
|
(2,898 | ) | (3,449 | ) | ||||
$ | 11,340 | $ | 13,156 |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Service
cost
|
$ | 2,777 | $ | 3,026 | $ | 3,734 | ||||||
Interest
cost
|
3,421 | 3,067 | 2,782 | |||||||||
Amortization
of net loss
|
- | - | 186 | |||||||||
Amortization
of prior service cost
|
2,367 | 2,351 | 2,219 | |||||||||
Net
periodic benefit cost
|
$ | 8,565 | $ | 8,444 | $ | 8,921 |
Prior
service cost
|
$
|
2,100
|
||
$
|
2,100
|
One
percentage point increase
|
One
percentage point decrease
|
|||||||
Effect
on total service and interest cost components
|
$ | 65 | $ | (54 | ) | |||
Effect
on accumulated postretirement benefit obligation
|
822 | (680 | ) |
Year
ending December 31:
|
||||
2009
|
$
|
1,081
|
||
2010
|
1,618
|
|||
2011
|
2,223
|
|||
2012
|
2,890
|
|||
2013
|
3,460
|
|||
2014-2018
|
25,468
|
Year
ending December 31:
|
||||
2009
|
$
|
143
|
||
2010
|
154
|
|||
2011
|
167
|
|||
2012
|
168
|
|||
2013
|
156
|
|||
2014-2018
|
700
|
(b)
|
Savings
Plan
|
(c)
|
Self-Insured
Medical Plan
|
(d)
|
Multi-Employer
Pension Plan
|
(e)
|
Share-Based
Compensation Awards
|
Number
of Shares
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining
Contractual Term
|
||||
Outstanding
at December 31, 2007
|
744,692
|
$
|
17.51
|
|||
Exercised
|
(212,851
|
) |
16.85
|
|||
Forfeited/cancelled
|
(11,857
|
) |
14.84
|
|||
Outstanding
at December 31, 2008
|
519,984
|
17.87
|
6.09
|
|||
Exerciseable
at December 31, 2008
|
199,482
|
17.87
|
6.09
|
Number
of Shares
|
Weighted
Average Grant Date Fair Value
|
||||
Non-vested
shares outstanding at December 31, 2007
|
880,232
|
$
|
15.93
|
||
Granted
|
399,561
|
33.60
|
|||
Vested
|
(311,348
|
) |
26.14
|
||
Forfeited
|
(15,656
|
) |
19.47
|
||
Non-vested
shares outstanding at December 31, 2008
|
952,789
|
19.33
|
Number
of Shares
|
Weighted
Average Grant Date Fair Value
|
||||
Non-vested
shares outstanding at December 31, 2007
|
588,541
|
$
|
15.87
|
||
Granted
|
147,192
|
25.79
|
|||
Unearned
|
(200,185)
|
21.15
|
|||
Forfeited
or expired
|
(8,365)
|
18.41
|
|||
Non-vested
shares outstanding at December 31, 2008
|
527,183
|
16.59
|
|||
Shares
granted are based on the maximum shares that can be awarded based on the
achievement of targeted performance. Shares awarded related to
strategic goals do not meet the SFAS 123(R) citeria for grant date and are
excluded from this table.
|
|||||
(17)
|
Workers'
Compensation Benefits
|
(18)
|
Related
Party Transactions
|
(19)
|
Commitments
|
Facility
|
Coal
Royalties
|
Total
|
||||||||||
Year
Ending December 31:
|
||||||||||||
2009
|
$ | 1,693 | $ | 10,500 | $ | 12,193 | ||||||
2010
|
1,434 | 10,762 | 12,196 | |||||||||
2011
|
1,257 | 10,584 | 11,841 | |||||||||
2012
|
1,216 | 10,240 | 11,456 | |||||||||
2013
|
1,185 | 7,163 | 8,348 | |||||||||
Thereafter
|
6,037 | 30,071 | 36,108 | |||||||||
Total
|
$ | 12,822 | $ | 79,320 | $ | 92,142 |
(20)
|
Mergers
and Acquisitions
|
2007
Acquisition
|
Current
assets
|
$
|
9,555
|
||
Property,
plant, and equipment
|
41,892
|
|||
Intangible
assets
|
4,182
|
|||
Total
assets acquired
|
55,629
|
|||
Asset
retirement obligation
|
(11,636
|
) | ||
Other
liabilities
|
(100
|
) | ||
Total
liabilities assumed
|
(11,736
|
) | ||
Net
assets required
|
$
|
43,893
|
2006
Acquisitions
|
Current
assets
|
$
|
5,261
|
||
Property,
plant, and equipment
|
46,983
|
|||
Deferred
tax asset
|
4,838
|
|||
Total
assets acquired
|
57,082
|
|||
Current
liabilties
|
(474
|
) | ||
Asset
retirement obligation
|
(7,204
|
) | ||
Other
noncurrent liabilites
|
(20,609
|
) | ||
Total
liabilites assumed
|
(28,287
|
) | ||
Net
assets required
|
$
|
28,795
|
(21)
|
Concentrations
and Major Customers
|
(22)
|
Segment
Information
|
Coal
Operations
|
All
Other
|
Corporate
and Eliminations
|
Combined
|
|||||||||||||
Revenues
|
$ | 2,508,809 | $ | 93,128 | $ | (47,813 | ) | $ | 2,554,124 | |||||||
Depreciation,
depletion, and amortization
|
164,127 | 6,150 | 1,686 | 171,963 | ||||||||||||
EBITDA
from continuing operations
|
410,518 | 30,194 | (35,219 | ) | 405,493 | |||||||||||
Capital
expenditures
|
131,662 | 1,395 | 1,938 | 134,995 | ||||||||||||
Total
assets
|
1,644,176 | 122,262 | (38,146 | ) | 1,728,292 |
Coal
Operations
|
All
Other
|
Corporate
and Eliminations
|
Combined
|
|||||||||||||
Revenues
|
$ | 1,857,157 | $ | 65,945 | $ | (37,270 | ) | $ | 1,885,832 | |||||||
Depreciation,
depletion, and amortization
|
152,298 | 5,930 | 1,346 | 159,574 | ||||||||||||
EBITDA
from continuing operations
|
281,966 | 14,585 | (59,692 | ) | 236,859 | |||||||||||
Capital
expenditures
|
101,834 | 860 | 1,363 | 104,057 | ||||||||||||
Total
assets
|
1,335,431 | 132,733 | (257,250 | ) | 1,210,914 |
Coal
Operations
|
All
Other
|
Corporate
and Eliminations
|
Combined
|
|||||||||||||
Revenues
|
$ | 1,872,527 | $ | 72,029 | $ | (40,013 | ) | $ | 1,904,543 | |||||||
Depreciation,
depletion, and amortization
|
131,871 | 7,134 | 1,846 | 140,851 | ||||||||||||
EBITDA
from continuing operations
|
335,997 | 11,406 | (67,968 | ) | 279,435 | |||||||||||
Capital
expenditures
|
124,554 | 6,208 | 1,181 | 131,943 | ||||||||||||
Total
assets
|
1,156,502 | 96,808 | (107,517 | ) | 1,145,793 |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Total
segment EBITDA from continuing operations
|
$ | 405,493 | $ | 236,859 | $ | 279,435 | ||||||
Interest
expense
|
(40,398 | ) | (40,366 | ) | (41,774 | ) | ||||||
Interest
income
|
7,352 | 2,266 | 839 | |||||||||
Income
tax (expense) benefit
|
(39,139 | ) | (9,195 | ) | 30,519 | |||||||
Depreciation,
depletion, and amortization
|
(171,963 | ) | (159,574 | ) | (140,851 | ) | ||||||
Income
from continuing operations
|
$ | 161,345 | $ | 29,990 | $ | 128,168 |
(23)
|
Contingencies
|
(a)
|
Guarantees
and Financial Instruments with Off-balance Sheet
Risk
|
(b)
|
Litigation
|
(c)
|
Other
Contingencies
|
(24)
|
Mine
Closure
|
Accrual
at
|
Accrual
at
|
|||||
December
3,
|
December
31,
|
|||||
2008
|
Payments
|
2008
|
||||
|
|
|
||||
Severance
and related personnel expenses
|
$3,559 | $126 | $3,433 |
(25)
|
Discontinued
Operations
|
For
the
|
For
the
|
|||||||
Period
Ended
|
Year
Ended
|
|||||||
September
26,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Total
revenues
|
$ | 6,863 | $ | - | ||||
Total
costs and expenses
|
(13,206 | ) | (3,227 | ) | ||||
Gain
on sale of discontinued operations
|
13,622 | - | ||||||
Income
(loss) from operations
|
7,279 | (3,227 | ) | |||||
Interest
income (expense)
|
(1,930 | ) | 227 | |||||
Income
tax (expense) benefit from discontinued operations
|
(1,647 | ) | 565 | |||||
Minority
interest in loss from discontinued operations
|
490 | 179 | ||||||
Income
(loss) from discontinued operations
|
$ | 4,192 | $ | (2,256 | ) | |||
December
31,
|
||||
2007
|
||||
Current
assets
|
$ | 7,307 | ||
Property,
plant, and equipment, net
|
23,914 | |||
Other
assets
|
3,731 | |||
Assets
of discontinued operations
|
$ | 34,952 | ||
Current
liabilities
|
$ | 5,280 | ||
Noncurrent
liabilities
|
20,668 | |||
Other
liabilities
|
553 | |||
$ | 26,501 |
(26)
|
Supplemental
Cash Flow Disclosures
|
(27)
|
Investments
|
(28)
|
Income
Taxes
|
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Continuing
operations
|
$ | 39,139 | $ | 9,195 | $ | (30,519 | ) | |||||
Discontinued
operations
|
1,647 | (565 | ) | - | ||||||||
$ | 40,786 | $ | 8,630 | $ | (30,519 | ) |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Current
tax expense:
|
||||||||||||
Federal
|
$ | 44,550 | $ | 8,747 | $ | 15,671 | ||||||
State
|
11,389 | (626 | ) | 2,530 | ||||||||
$ | 55,939 | $ | 8,121 | $ | 18,201 | |||||||
Deferred
tax expense (benefit):
|
||||||||||||
Federal
|
$ | (13,454 | ) | $ | (737 | ) | $ | (40,461 | ) | |||
State
|
(3,346 | ) | 1,811 | (8,259 | ) | |||||||
$ | (16,800 | ) | $ | 1,074 | $ | (48,720 | ) | |||||
Total
income tax expense (benefit):
|
||||||||||||
Federal
|
$ | 31,096 | $ | 8,010 | $ | (24,790 | ) | |||||
State
|
8,043 | 1,185 | (5,729 | ) | ||||||||
$ | 39,139 | $ | 9,195 | $ | (30,519 | ) |
Year
Ended December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Federal
statutory income tax expense
|
$ | 70,169 | $ | 13,715 | $ | 34,177 | ||||||
Increases
(reductions) in taxes due to:
|
||||||||||||
Percentage
depletion allowance
|
(22,508 | ) | (9,851 | ) | (6,345 | ) | ||||||
Extraterritorial
income exclusion
|
(1,945 | ) | - | (1,678 | ) | |||||||
Deduction
for domestic production activities
|
(3,659 | ) | - | 63 | ||||||||
State
taxes, net of federal tax impact
|
5,292 | 766 | 3,859 | |||||||||
Stock-based
compensation not deductible
|
- | 203 | 4,472 | |||||||||
Change
in valuation allowances
|
(10,429 | ) | 3,776 | (67,629 | ) | |||||||
Loss
disallowance
|
2,147 | - | - | |||||||||
Other,
net
|
72 | 586 | 2,562 | |||||||||
Income
tax expense (benefit)
|
$ | 39,139 | $ | 9,195 | $ | (30,519 | ) |
December
31,
|
||||||||
2008
|
2007
|
|||||||
Deferred
tax assets
|
||||||||
Property,
plant, and equipment
|
$ | 39,966 | $ | 45,812 | ||||
Asset
retirement obligation
|
38,710 | 35,346 | ||||||
Other
liabilities
|
26,915 | 17,828 | ||||||
Postretirement
medical benefits
|
23,859 | 21,233 | ||||||
Alternative
minimum tax credit carryforwards
|
13,507 | 23,933 | ||||||
Goodwill
|
13,223 | 14,415 | ||||||
Workers'
compensation benefits
|
3,988 | 3,764 | ||||||
Deferred
gains on sales of property investments
|
1,236 | 1,562 | ||||||
Other
Assets
|
1,068 | 811 | ||||||
Net
operating loss carryforwards
|
- | 887 | ||||||
Gross
deferred tax assets
|
162,472 | 165,591 | ||||||
Less
valuation allowance
|
(34,462 | ) | (44,368 | ) | ||||
Total
net deferred tax assets
|
128,010 | 121,223 | ||||||
Deferred
tax liabilities
|
||||||||
Other
assets
|
(1,129 | ) | (1,691 | ) | ||||
Prepaid
insurance and other prepaid expenses
|
(5,333 | ) | (20,117 | ) | ||||
Advanced
mining royalties
|
(6,261 | ) | (4,527 | ) | ||||
Virginia
tax credit
|
(8,474 | ) | (7,511 | ) | ||||
Total
deferred tax liabilities
|
(21,197 | ) | (33,846 | ) | ||||
Net
deferred tax asset
|
$ | 106,813 | $ | 87,377 |
December
31,
|
||||||||
2008
|
2007
|
|||||||
Current
liability
|
$ | (639 | ) | $ | (9,753 | ) | ||
Noncurrent
asset
|
107,452 | 97,130 | ||||||
Total
net deferred tax asset
|
$ | 106,813 | $ | 87,377 |
Valuation
allowance at December 31, 2007
|
$ | 44,368 | ||
Increase
in valuation allowance not affecting income tax expense
|
1,473 | |||
Decrease
in valuation allowance recorded as a reduction to income tax expense -
continuing operations
|
(10,429 | ) | ||
Decrease
in valuation allowance recorded as a reduction to income tax expense -
discontinued operations
|
(950 | ) | ||
Valuation
allowance at December 31, 2008
|
$ | 34,462 |
December
31,
|
||||||||
2008
|
2007
|
|||||||
Unrecognized
tax benefits – beginning of period
|
$ | 5,500 | $ | 1,437 | ||||
Gross
increases – tax positions in prior period
|
14 | 517 | ||||||
Gross
decreases – tax positions in prior period
|
(642 | ) | (857 | ) | ||||
Gross
increases – current period tax positions
|
2,357 | 4,403 | ||||||
Settlements
|
- | - | ||||||
Lapse
of statute of limitations
|
- | - | ||||||
Unrecognized
tax benefits - end of period
|
$ | 7,229 | $ | 5,500 |
(29)
|
Quarterly Financial Information (Unaudited) |
Year
Ended December 31, 2008
|
||||||||||||
First
|
Second
|
Third
|
Fourth
|
|||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||
Total
revenues from continuing operations
|
$
|
516,326
|
$
|
728,977
|
$
|
714,986
|
$
|
593,835
|
||||
Income
(loss) from continuing operations
|
26,304
|
75,314
|
64,866
|
(5,139
|
) | |||||||
Income
(loss) from discontinuing operations
|
(774
|
) |
(977
|
) |
4,997
|
946
|
||||||
Net
income (loss)
|
25,530
|
74,337
|
69,863
|
(4,193
|
) | |||||||
Basic
earnings per share - income (loss) from continuing
operations
|
0.40
|
1.08
|
0.93
|
(0.07
|
) | |||||||
Basic
earnings per share - income (loss) from discontinuing
operations
|
(0.01
|
) |
(0.01
|
) |
0.07
|
0.01
|
||||||
Diluted
earnings per share - income (loss) from continuing
operations
|
0.40
|
1.05
|
0.90
|
(0.07
|
) | |||||||
Diluted
earnings per share - income (loss) from discontinuing
operations
|
(0.01
|
) |
(0.01
|
) |
0.07
|
0.01
|
||||||
Basic
earnings per share - net income (loss)
|
0.39
|
1.07
|
1.00
|
(0.06
|
) | |||||||
Diluted
earnings per share - net income (loss)
|
0.39
|
1.04
|
0.97
|
(0.06
|
) | |||||||
Year
Ended December 31, 2007
|
||||||||||||
First
|
Second
|
Third
|
Fourth
|
|||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||
Total
revenues from continuing operations
|
$ | 430,591 | $ | 435,348 | $ | 509,387 | $ | 510,506 | ||||
Income
from continuing operations
|
8,933 | 5,197 | 9,433 | 6,427 | ||||||||
Loss
from discontinuing operations
|
(584 | ) | (450 | ) | (484 | ) | (738 | ) | ||||
Net
income
|
8,349 | 4,747 | 8,949 | 5,689 | ||||||||
Basic
earnings per share - income from continuing operations
|
0.14 | 0.08 | 0.15 | 0.10 | ||||||||
Basic
earnings per share - loss from discontinuing operations
|
(0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||
Diluted
earnings per share - income from continuing operations
|
0.14 | 0.08 | 0.15 | 0.10 | ||||||||
Diluted
earnings per share - loss from discontinuing operations
|
(0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||
Basic
earnings per share - net income
|
0.13 | 0.07 | 0.14 | 0.09 | ||||||||
Diluted
earnings per share - net income
|
0.13 | 0.07 | 0.14 | 0.09 | ||||||||
Year
Ended December 31, 2006
|
||||||||||||||||
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||
Total
revenues from continuing operations
|
$
|
482,310
|
$
|
489,773
|
$
|
476,507
|
$
|
455,953
|
||||||||
Income
from continuing operations
|
27,211
|
23,128
|
14,544
|
63,285
|
||||||||||||
Net
income
|
27,211
|
23,128
|
14,544
|
63,285
|
||||||||||||
Basic
and diluted earnings per share - net income
|
0.43
|
0.36
|
0.23
|
0.98
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
Controls
and Procedures
|
Other
Information
|
Directors, Executive
Officers and Corporate Governance
|
Executive
Compensation
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Principal
Accountant Fees and Services
|
Exhibits
and Financial Statement Schedules
|
(a)
|
Documents
filed as part of this annual
report:
|
ALPHA
NATURAL RESOURCES, INC.
|
||||
By:
|
/s/
Eddie W. Neely
|
|||
Name:
|
Eddie
W. Neely
|
|||
Title:
|
Executive
Vice President, Chief Financial Officer, Assistant Secretary and
Controller
|
Signature
|
Date
|
Title
|
||
/s/ Michael J. Quillen
|
February
26, 2009
|
Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive
Officer)
|
||
Michael
J. Quillen
|
||||
/s/ Eddie W. Neely
|
February
26, 2009
|
Executive
Vice President, Chief Financial Officer, Assistant Secretary and
Controller
(Principal
Financial and Accounting Officer)
|
||
Eddie
W. Neely
|
||||
/s/ Mary Ellen Bowers
|
February
26, 2009
|
Director
|
||
Mary
Ellen Bowers
|
||||
/s/ John S. Brinzo
|
February
26, 2009
|
Director
|
||
John
S. Brinzo
|
||||
/s/ Kevin S. Crutchfield
|
February
26, 2009
|
Director
and President
|
||
Kevin
S. Crutchfield
|
||||
/s/ E. Linn Draper, Jr.
|
February
26, 2009
|
Director
|
||
E.
Linn Draper, Jr.
|
||||
/s/ Glenn A. Eisenberg
|
February
26, 2009
|
Director
|
||
Glenn
A. Eisenberg
|
||||
/s/ John W. Fox, Jr.
|
February
26, 2009
|
Director
|
||
John
W. Fox, Jr.
|
||||
/s/ Ted G. Wood
|
February
26, 2009
|
Director
|
||
Ted
G. Wood
|
||||
Exhibit
No.
|
Description
of Exhibit
|
||
2.1
|
Asset
Purchase Agreement by and between Pittston Coal Company and
Dickenson-Russell Coal Company, LLC, dated as of October 29, 2002, as
amended (Incorporated by reference to the Registration Statement on
Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002)
filed on December 6, 2004.)
|
||
2.2
|
Asset
Purchase Agreement by and between Pittston Coal Company and Paramont Coal
Company Virginia, LLC, dated as of October 29, 2002, as amended
(Incorporated by reference to the Registration Statement on Form S-1
of Alpha Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.3
|
Asset
Purchase Agreement by and between Pittston Coal Company and Alpha Land and
Reserves, LLC, dated as of October 29, 2002, as amended (Incorporated
by reference to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.4
|
Asset
Purchase Agreement by and between Pittston Coal Company and Alpha Coal
Sales Co., LLC, dated as of October 29, 2002, as amended
(Incorporated by reference to the Registration Statement on Form S-1
of Alpha Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.5
|
Asset
Purchase Agreement by and between Pittston Coal Company and Alpha Terminal
Company, LLC, dated as of October 29, 2002, as amended (Incorporated
by reference to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.6
|
Asset
Purchase Agreement by and between Pittston Coal Company and Maxxim Rebuild
Co., LLC, dated as of October 29, 2002, as amended (Incorporated by
reference to the Registration Statement on Form S-1 of Alpha Natural
Resources, Inc. (File No. 333-121002) filed on December 6,
2004.)
|
||
2.7
|
Purchase
and Sale Agreement by and among El Paso CGP Company and AMFIRE, LLC
dated as of November 14, 2002, as amended (Incorporated by reference
to the Registration Statement on Form S-1 of Alpha Natural Resources,
Inc. (File No. 333-121002) filed on December 6,
2004.)
|
||
2.8
|
Contribution
Agreement among the FRC Parties, the AMCI Parties, ANR Holdings, LLC and
the Additional Persons listed on the signature pages dated as of
March 11, 2003, as amended (Incorporated by reference to the
Registration Statement on Form S-1 of Alpha Natural Resources, Inc.
(File No. 333-121002) filed on December 6,
2004.)
|
||
2.9
|
Purchase
and Sale Agreement made and entered into as of January 31, 2003 by
and among Alpha Land and Reserves, LLC and CSTL, LLC (Incorporated by
reference to the Registration Statement on Form S-1 of Alpha Natural
Resources, Inc. (File No. 333-121002) filed on December 6,
2004.)
|
||
2.10
|
Purchase
and Sale Agreement dated as of April 9, 2003 by and between Alpha
Land and Reserves, LLC and CSTL LLC (Incorporated by reference to the
Registration Statement on Form S-1 of Alpha Natural Resources, Inc.
(File No. 333-121002) filed on December 6,
2004.)
|
||
2.11
|
Purchase
and Sale Agreement dated as of April 9, 2003 by and between
Dickenson-Russell Coal Company, LLC and WBRD LLC (Incorporated by
reference to the Registration Statement on Form S-1 of Alpha Natural
Resources, Inc. (File No. 333-121002) filed on December 6,
2004.)
|
||
2.12
|
Letter
agreement dated April 9, 2003 among Alpha Natural Resources, LLC,
Dickenson-Russell Company, LLC, Alpha Land and Reserves, LLC, CSTL LLC,
WBRD LLC, and Natural Resources Partners L.P. (Incorporated by reference
to the Registration Statement on Form S-1 of Alpha Natural Resources,
Inc. (File No. 333-121002) filed on December 6,
2004.)
|
||
2.13
|
Asset
Purchase Agreement by and among S&M Mining, S&M Mining, Inc. and
AMFIRE Mining Company, LLC dated October 29, 2003, as amended
(Incorporated by reference to the Registration Statement on Form S-1
of Alpha Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.14
|
Asset
Purchase Agreement by and among DLR Coal Co., DLR Mining, Inc. and AMFIRE
Mining Company, LLC dated October 29, 2003, as amended (Incorporated
by reference to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.15
|
Asset
Purchase Agreement by and between Mears Enterprises, Inc. and AMFIRE
Mining Company, LLC dated October 29, 2003, as amended (Incorporated
by reference to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
2.16
|
Internal
Restructuring Agreement dated as of February 11, 2005 by and among
Alpha Natural Resources, Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC,
the FRC Parties named therein, the AMCI Parties named therein, Madison
Capital Funding LLC, Alpha Coal Management, LLC and the Management Members
named therein (Incorporated by reference to Exhibit 2.16 to the
Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File
No. 1-32423) filed on March 30,
2005.)
|
10-K
EXHIBIT INDEX - Continued
|
|||
Exhibit
No.
|
Description
of Exhibit
|
||
2.17
|
Sixth
Amendment to Contribution Agreement by and among the FRC Parties, the AMCI
Parties, ANR Holdings, LLC and Alpha Natural Resources, Inc. (Incorporated
by reference to Exhibit 2.17 to the Annual Report on Form 10-K
of Alpha Natural Resources, Inc. (File No. 1-32423) filed on
March 30, 2005.)
|
||
2.18
|
Asset
Purchase Agreement dated April 14, 2005, by and among Gallup
Transportation and Transloading Company, LLC, NATIONAL KING COAL LLC and
NKC Acquisition, LLC (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Alpha Natural Resources, Inc. (File
No. 1-32423) filed on April 15, 2005.)
|
||
2.19
|
Acquisition
Agreement dated as of September 23, 2005 among Alpha Natural
Resources, LLC, Mate Creek Energy of W. Va., Inc., Virginia Energy
Company, the unitholders of Powers Shop, LLC, and the shareholders of
White Flame Energy, Inc., Twin Star Mining, Inc. and Nicewonder
Contracting, Inc. (the “Acquisition Agreement”) (Incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on
September 26, 2005.)
|
||
2.20
|
Membership
Unit Purchase Agreement dated as of September 23, 2005 among Premium
Energy, LLC and the unitholders of Buchanan Energy Company, LLC (the
“Membership Unit Purchase Agreement”) (Incorporated by reference to
Exhibit 2.2 to the Current Report on Form 8-K of Alpha Natural
Resources, Inc. (File No. 1-32423) filed on September 26,
2005.)
|
||
2.21
|
Agreement
and Plan of Merger dated as of September 23, 2005 among Alpha Natural
Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC,
Premium Energy, Inc. and the shareholders of Premium Energy, Inc. (the
“Premium Energy Shareholders”) (the “Merger Agreement”) (Incorporated by
reference to Exhibit 2.3 to the Current Report on Form 8-K of
Alpha Natural Resources, Inc. (File No. 1-32423) filed on
September 26, 2005.)
|
||
2.22
|
Indemnification
Agreement dated as of September 23, 2005 among Alpha Natural
Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC, the
other parties to the Acquisition Agreement, the Premium Energy
Shareholders, and certain of the unitholders of Buchanan Energy Company,
LLC (Incorporated by reference to Exhibit 2.4 to the Current Report
on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on September 26, 2005.)
|
||
2.23
|
Letter
Agreement dated of as September 23, 2005 among Alpha Natural
Resources, Inc., Alpha Natural Resources, LLC, Premium Energy, LLC and the
other parties to the Acquisition Agreement, the Membership Unit Purchase
Agreement and the Merger Agreement (Incorporated by reference to
Exhibit 2.5 to the Current Report on Form 8-K of Alpha Natural
Resources, Inc. (File No. 1-32423) filed on September 26,
2005.)
|
||
2.24
|
Letter
Agreement dated October 26, 2005 (the “Letter Agreement”) among Alpha
Natural Resources, Inc., Alpha Natural Resources, LLC, Premium Energy,
LLC, Premium Energy, Inc. and the Sellers Representative named therein
amending certain provisions of (i) the Acquisition Agreement dated
September 23, 2005, among certain parties to the Letter Agreement and
certain other parties named therein, (ii) the Agreement and Plan of
Merger dated September 23, 2005, among the parties to the Letter
Agreement and certain other parties named therein and (iii) the
Indemnification Agreement dated September 23, 2005, among the parties
to the Letter Agreement and certain other parties named therein.
(Incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on October 31,
2005.)
|
2.25
|
Assignment
of Rights Under Certain Agreements executed as of October 26, 2005
among Alpha Natural Resources, LLC, Mate Creek Energy, LLC, Callaway
Natural Resources, Inc., Premium Energy, LLC and Virginia Energy Company,
LLC (Incorporated by reference to Exhibit 2.2 to the Current Report
on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on October 31, 2005.)
|
||
2.26
|
Agreement
and Plan of Merger by and among Cliffs Natural Resources Inc. (formerly
known as Cleveland-Cliffs Inc.), Alpha Merger Sub, Inc. (formerly known as
Daily Double Acquisition, Inc.), and Alpha Natural Resources, Inc., dated
as of July 15, 2008 (Incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K (File No. 1-32423) filed on July 17,
2008.)
|
||
2.27*
|
|||
3.1
|
Restated
Certificate of Incorporation of Alpha Natural Resources, Inc.
(Incorporated by reference to Exhibit 3.1 to the Annual Report on
Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on March 30, 2005.)
|
||
3.2
|
Amended
and Restated Bylaws of Alpha Natural Resources, Inc. (Incorporated by
reference to Exhibit 3.2 to the Annual Report on Form 10-K of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on March 1,
2007.)
|
||
4.1
|
Form
of certificate of Alpha Natural Resources, Inc. common stock (Incorporated
by reference to Amendment No. 3 to the Registration Statement on
Form S-1 of Alpha Natural Resources, Inc. (File No. 333-121002)
filed on February 10, 2005.)
|
||
4.2
|
Indenture
dated as of May 18, 2004 among Alpha Natural Resources, LLC, Alpha
Natural Resources Capital Corp., the Guarantors named therein and Wells
Fargo Bank, N.A., as Trustee (Incorporated by reference to
Exhibit 10.5 to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-121002) filed on
December 6, 2004.)
|
||
4.3
|
First
Supplemental Indenture dated as of February 1, 2005 among Alpha
Natural Resources, LLC, Alpha Natural Resources Capital Corp., the
Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee
(Incorporated by reference to Exhibit 4.3 to the Annual Report on
Form 10-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on March 30, 2005.)
|
||
4.4
|
Second
Supplemental Indenture dated as of March 30, 2005 among Alpha Natural
Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR Holding,
Inc., Alpha NR Ventures, Inc., ANR Holdings, LLC, the Guarantors party
thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by reference
to Exhibit 4.4 to the Annual Report on Form 10-K of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on March 30,
2005.)
|
||
4.5
|
Third
Supplemental Indenture dated as of October 26, 2005 among Alpha
Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR
Holding, Inc., ANR Holdings, LLC, the Guarantors party thereto, the
Guaranteeing Subsidiaries party thereto and Wells Fargo Bank, N.A., as
Trustee (Incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K of Alpha Natural Resources, Inc. (File
No. 1-32423) filed on October 31,
2005.)
|
10-K
EXHIBIT INDEX - Continued
|
|||
Exhibit
No.
|
Description
of Exhibit
|
||
4.6
|
Fourth
Supplemental Indenture dated as of January 3, 2006 among Alpha
Natural Resources, LLC, Alpha Natural Resources Capital Corp., Alpha NR
Holding, Inc., the Guarantors party thereto, the Guaranteeing Subsidiaries
party thereto and Wells Fargo Bank, N.A., as Trustee (Incorporated by
reference to Exhibit 4.6 to the Registration Statement on
Form S-1 of Alpha Natural Resources, Inc. (File No. 333-129030)
filed on January 9, 2006.)
|
||
4.7
|
Fifth
Supplemental Indenture dated as of May 1, 2006 among Alpha Natural
Resources, LLC, Alpha Natural Resources Capital Corp. , the existing
Guarantors, Wells Fargo Bank, N.A., as Trustee, and Progress Land
Corporation (Incorporated by reference to Exhibit 4.1 to the Quarterly
Report on Form 10-Q of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on August 18,
2006.)
|
4.8
|
Sixth
Supplemental Indenture dated as of January 10, 2007 among Alpha Natural
Resources, LLC, Alpha Natural Resources Capital Corp., the existing
Guarantors, Wells Fargo Bank, N.A., as Trustee, Palladian Holdings, LLC
and Palladian Lime, LLC (Incorporated by reference to Exhibit 4.8 to the
Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No.
1-32423) filed on March 1, 2007.)
|
||
4.9
|
Seventh
Supplemental Indenture, dated as of July 12, 2007, by and among Alpha
Natural Resources, LLC, Alpha Natural Resources Capital Corp., the
existing Guarantors, Wells Fargo Bank, N.A., as Trustee, and Cobra Natural
Resources, LLC (Incorporated by reference to Exhibit 4.16 to the
Registration Statement on Form S-3 of Alpha Natural Resources, Inc. (File
No. 333-134081) filed on April 1, 2008.)
|
||
4.10
|
Eighth
Supplemental Indenture dated as of April 14, 2008, among Alpha Natural
Resources, LLC, Alpha Natural Resources Capital Corp., the guarantors
named therein and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K (File No. 1-32423) filed on April 15, 2008.)
|
||
4.11
|
Indenture,
dated as of April 7, 2008, between Alpha Natural Resources, Inc. and Union
Bank of California, N.A., as Trustee (Incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K (File No. 1-32423) filed on April 9,
2008.)
|
||
4.12
|
Subordinated
Indenture, dated as of April 7, 2008, between Alpha Natural Resources,
Inc. and Union Bank of California, N.A., as Trustee (Incorporated by
reference to Exhibit 4.2 to the Current Report on Form 8-K (File No.
1-32423) filed on April 9, 2008.)
|
||
4.13
|
Supplemental
Indenture dated as of April 7, 2008, between Alpha Natural Resources, Inc.
and Union Bank of California, N.A., as Trustee (Incorporated by reference
to Exhibit 4.3 to the Current Report on Form 8-K (File No. 1-32423) filed
on April 9, 2008.)
|
||
4.14
|
Form
of 2.375% Convertible Senior Note due 2015 (Incorporated by reference to
Exhibit 4.4 to the Current Report on Form 8-K (File No. 1-32423) filed on
April 9, 2008.)
|
||
10.1
|
Credit
Agreement dated as of October 26, 2005, among Alpha NR Holding, Inc.,
Alpha Natural Resources, LLC, the Lenders and Issuing Banks party thereto
from time to time, Citicorp North America, Inc., as administrative agent
and as collateral agent for the Lenders and Issuing Banks, UBS Securities
LLC as syndication agent, the co-documentation agents party thereto,
Citigroup Global Markets Inc. and UBS Securities LLC, as joint lead
arrangers and joint book managers. (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of Alpha Natural
Resources, Inc. (File No. 1-32423) filed on October 31,
2005.)
|
||
10.2
|
Guarantee
and Collateral Agreement, dated as of October 26, 2005, made by each
of the Grantors as defined therein, in favor of Citicorp North America,
Inc., as administrative agent and as collateral agent for the banks and
other financial institutions or entities from time to time parties to the
Credit Agreement and the other Secured Parties, as defined therein.
(Incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on October 31, 2005.)
|
||
10.3
|
Waiver
and Consent dated as of August 14, 2006 to Credit Agreement among Alpha NR
Holding, Inc., Alpha Natural Resources, LLC, the Lenders and Issuing Banks
party thereto from time to time, and Citicorp North America, Inc., as
administrative agent and as collateral agent for the Lenders and Issuing
Banks (Incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on
August 18, 2006.)
|
||
10.4
|
Amendment
and Consent, dated as of December 22, 2006, to Credit Agreement, among
Alpha NR Holding, Inc., Alpha Natural Resources, LLC, the Lenders and
Issuing Banks party thereto from time to time, and Citicorp North America,
Inc., as administrative agent and as collateral agent for the Lenders and
Issuing Banks (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on December 29,
2006.)
|
10-K
EXHIBIT INDEX - Continued
|
|||
Exhibit
No.
|
Description
of Exhibit
|
||
10.5
|
Second
Amendment and Consent to Credit Agreement dated June 28, 2007
(Incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K of Alpha Natural Resources, Inc. (File No. 1-32423) filed on July 5,
2007.)
|
||
10.6
|
Third
Amendment and Joinder Agreement, dated March 28, 2008, among Alpha Natural
Resources, Inc. (as successor by merger to Alpha NR Holding, Inc.
(“Holdings”), Alpha Natural Resources, LLC (“ANR LLC”), Citicorp North
America, Inc., as administrative agent and as collateral agent (the
“Agent”), and the Lenders and Issuing Banks (the “Banks”) party thereto
from time to time, to the Credit Agreement (the “Credit Agreement”), dated
as of October 26, 2005, among Holdings, ANR LLC, the Banks and the Agent,
as amended (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K (File No. 1-32423)
filed on April 3, 2008.)
|
||
10.7
|
Fourth
Amendment and Consent, dated March 31, 2008, among Alpha Natural
Resources, Inc., ANR LLC, the Agent and the Banks party thereto
from time to time, to the Credit Agreement (Incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K (File No. 1-32423) filed on April 3,
2008.)
|
||
10.8*
|
|||
10.9*‡
|
|||
10.10*‡
|
|||
10.11
|
Amended
and Restated Stockholder Agreement dated as of October 26, 2005, by
and among Alpha Natural Resources, Inc., the FRC Parties named therein,
the AMCI Parties named therein, Madison Capital Funding LLC, the
Nicewonder Parties named therein, and the other stockholders named
therein. (Incorporated by reference to Exhibit 10.5 to the Current
Report on Form 8-K of Alpha Natural Resources, Inc. (File
No. 1-32423) filed on October 31, 2005.)
|
||
10.12
|
Letter
agreement dated October 25, 2005, by the FRC Parties named therein
and the AMCI Parties named therein, amending certain provisions of the
Stockholder Agreement. (Incorporated by reference to Exhibit 10.4 to
the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File
No. 1-32423) filed on October 31, 2005.)
|
||
10.13
|
Letter
agreement dated December 8, 2005, by the FRC Parties named therein
and the AMCI Parties named therein and Alpha Natural Resources, Inc.,
amending certain provisions of the Stockholder Agreement (Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
Alpha Natural Resources, Inc. (File No. 1-32423) filed on
December 12,
2005.)
|
10.14
|
Letter
Agreement dated November 7, 2006, by the AMCI Parties named therein and
Alpha Natural Resources, Inc., amending certain provisions of the
Stockholder Agreement (Incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc. (File No.
1-32423) filed November 9, 2006.)
|
||
10.15
|
Agreement
to Terminate the Amended and Restated Stockholder Agreement dated as of
May 23, 2007 (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Alpha Natural Resources, Inc. (File No. 1-32423)
filed on May 29, 2007.)
|
||
10.16‡
|
Alpha
Natural Resources, Inc. Annual Incentive Bonus (AIB) Plan (Restated
as of November 20, 2007) (Incorporated by reference to Exhibit 10.16 to
the Annual Report on Form 10-K of Alpha Natural Resources, Inc. (File No.
001-32423) filed on February 29, 2008.)
|
||
10.17‡
|
Alpha
Natural Resources, Inc. Annual Incentive Bonus Plan (effective May 14,
2008) (Incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of Alpha Natural Resources, Inc. (File No. 001-32423) filed on
May 16, 2008.)
|
||
10.18‡
|
Alpha
Natural Resources, Inc. Amended and Restated 2004 Long-Term Incentive Plan
(Restated as of November 8, 2007) (Incorporated by reference to Exhibit
10.17 to the Annual Report on Form 10-K of Alpha Natural Resources, Inc.
(File No. 001-32423) filed on February 29, 2008.)
|
||
10.19‡
|
Alpha
Natural Resources, Inc. and Subsidiaries Deferred Compensation Plan
(Amended and Restated on November 8, 2007) (Incorporated by reference to
Exhibit 10.18 to the Annual Report on Form 10-K of Alpha Natural
Resources, Inc. (File No. 001-32423) filed on February 29,
2008.)
|
||
10.20‡
|
Alpha
Natural Resources, Inc. 2005 Long-Term Incentive Plan (Restated as
of May 14, 2008.) (Incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K of Alpha Natural Resources, Inc. (File No.
001-32423) filed on May 16,
2008.)
|
10-K
EXHIBIT INDEX - Continued
|
|||
Exhibit
No.
|
Description
of Exhibit
|
||
10.21‡
|
Form
of Alpha Natural Resources, Inc. Grantee Stock Option Agreement under the
Alpha Natural Resources, Inc. Amended and Restated 2004
Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.2
to the Quarterly Report on Form 10-Q of Alpha Natural Resources, Inc.
(File No. 1-32423) filed on August 9, 2007.)
|
||
10.22‡
|
Form
of Alpha Natural Resources, Inc. Grantee Stock Option Agreement under the
2005 Long-Term Incentive Plan (Amended and Restated as of November 8,
2007) (Incorporated by reference to Exhibit 10.21 to the Annual Report on
Form 10-K of Alpha Natural Resources, Inc. (File No. 001-32423) filed on
February 29, 2008.)
|
||
10.23‡
|
Form
of Alpha Natural Resources, Inc. Restricted Stock Agreement for Alpha
Natural Resources, Inc. 2005 Long-Term Incentive Plan (for grants on or
prior to March 3, 2006) (Incorporated by reference to
Exhibit 4.7 to the Registration Statement on Form S-8 of Alpha
Natural Resources, Inc. (File No. 333-127528) filed on
August 15, 2005.)
|
||
10.24*‡
|
|||
10.25‡
|
Form
of Alpha Natural Resources, Inc. Restricted Stock Agreement under the
Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (For
Non-Employee Directors) (Restated as of November 8, 2007) (Incorporated by
reference to Exhibit 10.24 to the Annual Report on Form 10-K of Alpha
Natural Resources, Inc. (File No. 001-32423) filed on February 29,
2008.)
|
||
10.26*‡
|
|||
10.27†
|
Coal
Mining Lease dated April 9, 2003, effective as of April 1, 2003,
by and between CSTL LLC (subsequently renamed ACIN LLC) and Alpha Land and
Reserves, LLC, as amended (the “ACIN Lease”) (Incorporated by reference to
Exhibit 10.12 to Amendment No. 1 to the Registration Statement
on Form S-1 of Alpha Natural Resources, Inc. (File
No. 333-121002) filed on January 12, 2005.)
|
||
10.28
|
Two
Partial Surrender Agreements and Fourth Amendment to Coal Mining Lease,
each dated September 1, 2005, by and between ACIN LLC and Alpha Land
and Reserves, LLC, amending the ACIN Lease (Incorporated by reference to
Exhibit 10.17 to the Annual Report on Form 10-K of Alpha Natural
Resources, Inc. (File No. 1-32423) filed on March 28,
2006.)
|
||
10.29
|
Partial
Surrender Agreement dated November 1, 2005, by and between ACIN LLC
and Alpha Land and Reserves, LLC, amending the ACIN Lease (Incorporated by
reference to Exhibit 10.18 to the Annual Report on Form 10-K of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on March 28,
2006.)
|
||
10.30
|
Amendment
to Coal Mining Lease dated January 1, 2006, by and between ACIN LLC and
Alpha Land and Reserves, LLC, amending the ACIN Lease (Incorporated by
reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on May 12,
2006.)
|
10.31
|
Agreement
dated February 17, 2006, between ACIN LLC and Alpha Land and Reserves, LLC
and Virginia Electric and Power Company for mutual interests as to
parties’ rights and obligations with regard to certain land (Incorporated
by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on May 12,
2006.)
|
||
10.32‡
|
Performance
period and payout methodology for performance share award grants during
2006 under the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan
as reported on Alpha Natural Resources, Inc.’s Current Report on
Form 8-K filed on March 9, 2006 and incorporated by this
reference.
|
10-K
EXHIBIT INDEX - Continued
|
|||
Exhibit
No.
|
Description
of Exhibit
|
||
10.33*‡
|
|||
10.34‡
|
Performance
goals and target bonuses set for 2005 under the AIB Plan for Alpha Natural
Resources, Inc.’s executive officers as reported on Alpha Natural
Resources, Inc.’s Current Report on Form 8-K filed on April 27, 2005
and incorporated by this reference.
|
||
10.35‡
|
Summary
of Retention Compensation Plan approved for certain executive officers of
Alpha Natural Resources, Inc. (Incorporated by reference to
Exhibit 10.27 to the Registration Statement on Form S-1 of Alpha
Natural Resources, Inc. (File No. 333-129030) filed on
December 2, 2005.)
|
||
10.36‡
|
Plan
Document and Summary Plan Description of the Alpha Natural Resources, Inc.
Key Employee Separation Plan (As Amended and Restated Effective November
20, 2007) (Incorporated by reference to Exhibit 10.35 to the Annual Report
on Form 10-K of Alpha Natural Resources, Inc. (File No. 001-32423) filed
on February 29, 2008.)
|
||
10.37*‡
|
|||
10.38*‡
|
|||
10.39‡
|
Letter
of Agreement with Michael D. Brown dated May 23, 2007 (Incorporated by
reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Alpha
Natural Resources, Inc. (File No. 1-32423) filed on August 9,
2007.)
|
||
10.40*‡
|
|||
10.41*‡
|
|||
12.1*
|
|||
12.2*
|
|||
21.1*
|
|||
23*
|
|||
31(a)*
|
|||
31(b)*
|
|||
32(a)*
|
|||
32(b)*
|
*
|
Filed
herewith.
|
†
|
Confidential
treatment has been granted with respect to portions of the exhibit.
Confidential portions have been omitted from this public filing and have
been filed separately with the Securities and Exchange
Commission.
|
‡
|
Management
contract or compensatory plan or
arrangement.
|