VIA EDGAR SUBMISSION
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Re:
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Alpha Metallurgical Resources, Inc.
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Form 10-K for the Fiscal Year Ended December 31, 2021
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Filed March 7, 2022
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File No. 001-38735
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1. |
Please tell us if your mineral property summary disclosure includes all properties as required by Item 1303 (a)(1) of Regulation S-K. For example the table on page 8 lists eighteen active
mines, however your disclosure on page 56 states that you have twenty active mines.
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2. |
We note that the coal reserves and resources disclosed in your annual filing for the Kingston and Marfork complexes are different than the coal reserves and resources numbers in your
technical reports. For example, the Kingston coal reserve is 32,489,000 tons and the coal resource is 21,254,000 tons in your 10-K filing compared to the coal reserve of 60,740,000 tons and the coal resource of 28,337,000 tons in your
technical summary filed as Exhibit 96.3. Additionally the Marfork coal reserve is 145,741,000 tons and the coal resource is 128,786,000 tons in your 10-K filing compared to the coal reserve of 117,491,000 tons and the coal resource of
121,702,000 tons in your technical report summary filed as Exhibit 96.4. Please advise.
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3. |
Please revise to include the information required under Item 1305 of Regulation S-K regarding internal controls used in your exploration and mineral resource and reserve estimation efforts.
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• |
Within Item 2. Properties, under the caption “Coal Reserves and Resources”, the Company disclosed:
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o |
The Company’s coal reserve and resource estimates were prepared by an independent professional mine engineering and geological consulting firm who was considered a Qualified Person and that Technical Report
Summaries (“TRS”) prepared by the Qualified Person for each of our material mining properties were filed as Exhibits to the Form 10-K and were incorporated by reference.
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o |
Coal reserve and resource estimates are based on drilling data as well as geologic, engineering, and economic assumptions.
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o |
The Company’s land, engineering, and operational support personnel ensure the integrity and accuracy of the data used as well as the reasonableness of the assumptions used by reviewing the estimates and reports
of the qualified person and ensuring they were prepared in accordance with applicable rules and regulations and that assumptions used were supportable based on historical results and current and future mine plans and reflect known facts and
circumstances through the reporting date.
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o |
Estimating coal reserves and resources requires economic analysis and that the pricing utilized in coal reserve determination was based on forecasted pricing from pricing services.
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o |
Coal reserve and resource amounts represent estimates and further information regarding the risks involved in such estimates is contained within Item 1A. Risk Factors.
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o |
Given coal seams in the United States have been mined for many years and are well established, the Company does not conduct material exploration activity.
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• |
Within Item 1A. Risk Factors, under the caption “Estimates of our economically recoverable coal reserves and coal resources involve uncertainties, and any inaccuracies in our estimates could result in lower
than expected revenues, higher than expected costs, decreased profitability and asset impairments”, the Company disclosed that:
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o |
Estimates as to the quantity and quality of coal depend upon a variety of factors and assumptions, many of which involve uncertainties and factors beyond the Company’s control (e.g., changes in geological and
mining conditions, changes with respect to the availability of mining permits, regulations, and taxes by governmental agencies, changes in coal pricing, and changes in mining technology)
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• |
Within the TRS filed as Exhibits 96.1, 96.2, 96.3, 96.4, & 96.5, detailed information is disclosed related to the mineral reserve and resource estimation process as well as its inherent risks and certain
control related procedures. For example, with respect to its disclosed mining properties, the Company verifies control areas based on review of underlying deed and lease records (as described in Sections 3.5 of the related TRS). In
addition, with respect to core hole drilling data and laboratory testing, the Company’s core hole drilling samples are tagged and logged (as described in Sections 8.1 of the related TRS) and laboratory testing is conducted in accordance with
procedures defined under American Society for Testing and Material (“ASTM”) (as described in Sections 8.2 of the related TRS).
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4. |
Please address the following with respect to your technical reports:
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• |
Include the information required under Item 601 (b)(96)(iii)(B)(3)(iii) of Regulation S-K regarding your title, claim, mineral lease, or option agreements.
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Table 3.2 Mineral Control (Aracoma Complex)
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||||
Reference
File Number
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Document
Type
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Expiration
Date (1)
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On-going
Minimum
Royalty (2)
|
On-going
Production
Royalty (3)
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AD 1
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Deed
|
N/A
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No
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No
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AD 2
|
Deed
|
N/A
|
No
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No
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AD 3
|
Deed
|
N/A
|
No
|
No
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AD 4
|
Deed
|
N/A
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No
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No
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AD 5
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Deed
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N/A
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No
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No
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AL 1
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Lease
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2/14/2025
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Yes
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Yes
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AL 2
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Lease
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2/14/2025
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Yes
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Yes
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AL 3
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Lease
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6/30/2024
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Yes
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Yes
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AL 4
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Lease
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7/17/2034
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Yes
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Yes
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AL 5
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Lease
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8/1/2026
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Yes
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Yes
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AL 6
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Lease
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12/31/2026
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Yes
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Yes
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AL 7
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Lease
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5/26/2028
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Yes
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Yes
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AL 8
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Lease
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5/26/2028
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Yes
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Yes
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AL 9
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Lease
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9/30/2024
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Yes
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Yes
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AL 10
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Lease
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9/30/2024
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Yes
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Yes
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Table 3.2 Mineral Control (Kepler Complex)
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Reference
File Number
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Document
Type
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Expiration
Date (1)
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On-going
Minimum
Royalty (2) |
On-going
Production
Royalty (3)
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KD 1
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Deed
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N/A
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N/A
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N/A
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KL 1
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Lease
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9/27/2024
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Yes
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Yes
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KL 2
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Lease
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Exhaustion
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Yes
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Yes
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KL 3
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Lease
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1/27/2040
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Yes
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Yes
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KL 4
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Lease
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5/5/2024
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Yes
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Yes
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KL 5
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Lease
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4/30/2026
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Yes
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Yes
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KL 6
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Lease
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2/28/2023
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Yes
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Yes
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KL 7
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Lease
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4/15/2022
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Yes
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Yes
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KL 8
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Lease
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7/31/2050
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Yes
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Yes
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KL 9
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Lease
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1/1/2022
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Yes
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Yes
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Table 3.2 Mineral Control (Mid-West Virginia Surface)
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Reference
File Number
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Document
Type |
Expiration
Date (1)
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On-going
Minimum
Royalty (2)
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On-going
Production
Royalty (3)
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MD 3
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Deed
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N/A
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N/A
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N/A
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MD 4
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Deed
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N/A
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N/A
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N/A
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MD 5
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Deed
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N/A
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N/A
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N/A
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ML 01
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Lease
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1/1/2027
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Yes
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Yes
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ML 01b
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Lease
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6/15/2024
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Yes
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Yes
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ML 02
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Lease
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1/1/2027
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Yes
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Yes
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ML 04
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Lease
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12/31/2025
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Yes
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Yes
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ML 04b
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Lease
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2/19/2024
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Yes
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Yes
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ML 07
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Lease
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12/31/2024
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Yes
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Yes
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ML 10
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Lease
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Exhaustion
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Yes
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Yes
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ML 11
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Lease
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1/18/2025
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Yes
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Yes
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ML 12a
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Lease
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Exhaustion
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Yes
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Yes
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ML 13
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Lease
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1/3/2023
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Yes
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Yes
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ML 14
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Lease
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1/26/2023
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Yes
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Yes
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ML 14c
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Lease
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11/29/2025
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No
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Yes
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ML 15
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Lease
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8/31/2023
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Yes
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Yes
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ML 16
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Lease
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5/26/2027
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Yes
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Yes
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ML 17
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Lease
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12/31/2026
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Yes
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Yes
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ML 18
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Lease
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8/31/2023
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Yes
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Yes
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ML 19
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Lease
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8/31/2023
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Yes
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Yes
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ML 20
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Lease
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12/31/2023
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Yes
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Yes
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ML 21
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Lease
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4/30/2023
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Yes
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Yes
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ML 22a
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Lease
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8/31/2023
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No
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Yes
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ML 22b
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Lease
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8/31/2023
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Yes
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Yes
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ML 23
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Lease
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5/31/2026
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Yes
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Yes
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ML 24
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Lease
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5/31/2026
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Yes
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Yes
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ML 25
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Lease
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12/6/2023
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Yes
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Yes
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ML 26
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Lease
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10/28/2023
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Yes
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Yes
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ML 27a
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Lease
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10/25/2030
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Yes
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Yes
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ML 27b
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Lease
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3/10/2025
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Yes
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Yes
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ML 28
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Lease
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12/6/2023
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Yes
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Yes
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ML 29
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Lease
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12/31/2024
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Yes
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Yes
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ML 30
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Lease
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6/14/2025
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Yes
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Yes
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ML 31
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Lease
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12/31/2023
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Yes
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Yes
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ML 32
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Lease
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2/11/2023
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Yes
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Yes
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ML 35
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Lease
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3/9/2025
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Yes
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Yes
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Table 3.2 Mineral Control (Mid-West Virginia Underground)
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||||
Reference
File Number
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Document
Type |
Expiration
Date (1)
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On-going
Minimum
Royalty (2)
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On-going
Production
Royalty (3)
|
MD 1
|
Deed
|
N/A
|
N/A
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N/A
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MD 2
|
Deed
|
N/A
|
N/A
|
N/A
|
MD 3
|
Deed
|
N/A
|
N/A
|
N/A
|
MD 4
|
Deed
|
N/A
|
N/A
|
N/A
|
MD 5
|
Deed
|
N/A
|
N/A
|
N/A
|
ML 01
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Lease
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1/1/2027
|
Yes
|
Yes
|
ML 01b
|
Lease
|
6/15/2024
|
Yes
|
Yes
|
ML 02
|
Lease
|
1/1/2027
|
Yes
|
Yes
|
ML 03
|
Lease
|
12/31/2023
|
Yes
|
Yes
|
ML 04
|
Lease
|
12/31/2025
|
Yes
|
Yes
|
ML 04b
|
Lease
|
2/19/2024
|
Yes
|
Yes
|
ML 05
|
Lease
|
7/31/2023
|
Yes
|
Yes
|
ML 05b
|
Lease
|
12/31/2022
|
Yes
|
Yes
|
ML 06
|
Lease
|
5/9/2024
|
Yes
|
Yes
|
ML 07
|
Lease
|
12/31/2024
|
Yes
|
Yes
|
ML 08
|
Lease
|
12/31/2022
|
Yes
|
Yes
|
ML 09
|
Lease
|
12/31/2026
|
Yes
|
Yes
|
ML 10
|
Lease
|
Exhaustion
|
Yes
|
Yes
|
ML 11
|
Lease
|
1/18/2025
|
Yes
|
Yes
|
ML 12a
|
Lease
|
Exhaustion
|
Yes
|
Yes
|
ML 13
|
Lease
|
1/3/2023
|
Yes
|
Yes
|
ML 14
|
Lease
|
1/26/2023
|
Yes
|
Yes
|
ML 14c
|
Lease
|
11/29/2025
|
No
|
Yes
|
ML 15
|
Lease
|
8/31/2023
|
Yes
|
Yes
|
ML 16
|
Lease
|
5/26/2027
|
Yes
|
Yes
|
ML 17
|
Lease
|
12/31/2026
|
Yes
|
Yes
|
ML 18
|
Lease
|
8/31/2023
|
Yes
|
Yes
|
ML 19
|
Lease
|
8/31/2023
|
Yes
|
Yes
|
ML 20
|
Lease
|
12/31/2023
|
Yes
|
Yes
|
ML 21
|
Lease
|
4/30/2023
|
Yes
|
Yes
|
ML 22a
|
Lease
|
8/31/2023
|
No
|
Yes
|
ML 22b
|
Lease
|
8/31/2023
|
Yes
|
Yes
|
ML 23
|
Lease
|
5/31/2026
|
Yes
|
Yes
|
ML 24
|
Lease
|
5/31/2026
|
Yes
|
Yes
|
ML 25
|
Lease
|
12/6/2023
|
Yes
|
Yes
|
ML 26
|
Lease
|
10/28/2023
|
Yes
|
Yes
|
ML 27a
|
Lease
|
10/25/2030
|
Yes
|
Yes
|
ML 27b
|
Lease
|
3/10/2025
|
Yes
|
Yes
|
ML 28
|
Lease
|
12/6/2023
|
Yes
|
Yes
|
ML 29
|
Lease
|
12/31/2024
|
Yes
|
Yes
|
ML 30
|
Lease
|
6/14/2025
|
Yes
|
Yes
|
ML 31
|
Lease
|
12/31/2023
|
Yes
|
Yes
|
ML 32
|
Lease
|
2/11/2023
|
Yes
|
Yes
|
ML 33
|
Lease
|
12/31/2026
|
Yes
|
Yes
|
ML 34
|
Lease
|
12/31/2024
|
Yes
|
Yes
|
ML 35
|
Lease
|
3/9/2025
|
Yes
|
Yes
|
ML 36
|
Lease
|
12/31/2024
|
Yes
|
Yes
|
Table 3.2 Mineral Control (Virginia Complex)
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Reference
File Number
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Document
Type
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Expiration
Date (1)
|
On-going
Minimum
Royalty (2)
|
On-going
Production
Royalty (3)
|
VD 1
|
Deed
|
N/A
|
N/A
|
N/A
|
VD 2
|
Deed
|
N/A
|
N/A
|
N/A
|
VD 3
|
Deed
|
N/A
|
N/A
|
N/A
|
VD 4
|
Deed
|
N/A
|
N/A
|
N/A
|
VL 1
|
Lease
|
9/30/2023
|
No
|
Yes
|
VL 2
|
Lease
|
3/31/2023
|
Yes
|
Yes
|
VL 3
|
Lease
|
3/22/2022
|
No
|
Yes
|
VL 4
|
Lease
|
Exhaustion
|
No
|
Yes
|
VL 5
|
Lease
|
4/7/2023
|
Yes
|
Yes
|
VL 6
|
Lease
|
6/23/2023
|
Yes
|
Yes
|
VL 7
|
Lease
|
3/27/2027
|
Yes
|
Yes
|
VL 8
|
Lease
|
7/22/2023
|
No
|
Yes
|
VL 9
|
Lease
|
6/26/2023
|
No
|
Yes
|
VL 10
|
Lease
|
7/23/2023
|
No
|
Yes
|
VL 11
|
Lease
|
1/7/2023
|
No
|
Yes
|
VL 12
|
Lease
|
Exhaustion
|
No
|
Yes
|
VL 13
|
Lease
|
6/30/2023
|
No
|
Yes
|
VL 14
|
Lease
|
6/21/2027
|
No
|
Yes
|
VL 15
|
Lease
|
3/11/2023
|
Yes
|
Yes
|
VL 16
|
Lease
|
4/10/2023
|
No
|
Yes
|
VL 17
|
Lease
|
3/26/2028
|
No
|
Yes
|
VL 18
|
Lease
|
12/31/2023
|
No
|
Yes
|
VL 19
|
Lease
|
5/22/2027
|
No
|
Yes
|
VL 20
|
Lease
|
9/6/2023
|
No
|
Yes
|
VL 21
|
Lease
|
3/1/2022
|
Yes
|
Yes
|
VL 22
|
Lease
|
8/30/2023
|
Yes
|
Yes
|
• |
In certain instances it appears that mineral resources inclusive of reserves have been added to mineral resources that are exclusive of reserves. For example, Table 11-4 of Exhibit 96.3 includes a “Grand Total”
measured resource of 105,204,000 tons that is the sum of 102,715,000 tons of measured resources that are inclusive of reserves and 2,489,000 tons of mineral resources that are exclusive of reserves. Generally, mineral resources that are
exclusive of reserves are a subset of mineral resources that are inclusive of reserves and are not additive. Please advise.
|
• |
Please revise the “Reliance on Information by the Registrant” section of your technical reports to only include categories of information under Item 1302 (f)(1) of Regulation S-K. Other information that has been
included in this section should be removed so that the information is consistent with the disclosure specified under Item 1302 (f)(2) of Regulation S-K.
|
Table 25-1: Information from Registrant Relied Upon by MM&A | ||
Category
|
Information Provided by Alpha
|
Report
Section
|
Marketing
|
Long-term price forecasts used in financial projections
|
16.2
|
Legal
|
Mineral control and surface control rights as shown on maps
|
3.2,3.3
|
Environmental
|
Permit and bonding information
|
17.3
|
Very truly yours,
|
||
/s/ J. Todd Munsey | ||
J. Todd Munsey
|
||
Executive Vice President and Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
cc: |
Roger L. Nicholson, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, Alpha Metallurgical Resources, Inc.
|
11 |