Stock-Based Compensation Awards | Stock-Based Compensation Awards The MIP is currently authorized for the issuance of awards of up to 1,201,202 shares of common stock, and as of December 31, 2018, there were 57,958 shares of common stock available for grant under the MIP. The Long-Term Incentive Plan (the “LTIP”) is currently authorized for the issuance of awards of up to 1,000,000 shares of common stock, and as of December 31, 2018, there were 828,280 shares of common stock available for grant under the LTIP. Pursuant to the Merger Agreement, the Company assumed the ANR Inc. 2017 Equity Incentive Plan (the “ANR EIP”), which had underlying ANR shares which were converted to 89,766 Contura shares. The ANR EIP is no t authorized for additional issuance of awards of shares of common stock, and as of December 31, 2018, there were no shares of common stock available for grant under the ANR EIP. During the year ended December 31, 2018, the Company granted certain key employees 18,063 time-based restricted stock units under the MIP with a grant date fair value of $65.00 , based on the Company’s stock price at the date of grant. These time-based units will vest on the first anniversary of the date of the grant. As of the date of the awards, the Company did not have sufficient authorized and unissued common shares to settle these awards and the awards will be settled with cash, unless shares are available for issuance under the MIP on the applicable vesting date. Therefore, these awards are classified as a liability. The Company’s liability for all outstanding liability awards totaled $1,058 and $163 as of December 31, 2018 and December 31, 2017, respectively. Additionally, during the year ended December 31, 2018, the Company granted 7,310 time-based restricted stock units under the MIP to its non-employee directors. These time-based units granted to the Company’s non-employee directors will vest on the first to occur of (i) the day before the one-year anniversary of the date of grant, (ii) the director’s separation from service (as defined in Section 409A) due to the directors’ death or disability, (iii) a change in control, subject in each case to the director’s continuous service with the Company through such date, and (iv) the date immediately prior to an Initial Public Offering (“IPO”), contingent upon the consummation of the IPO. Upon vesting and settlement of time-based share units, the Company issues authorized and unissued shares of the Company’s common stock to the recipient. The time-based restricted stock units granted on May 1, 2018 have a grant date fair value of $64.97 , based on the Company’s stock price at the date of grant. Additionally, during the year ended December 31, 2018, the Company granted certain key employees 169,849 time-based restricted stock units under the LTIP with a grant date fair value of $75.00 , based on the Company’s stock price at the trading day before the date of grant. These time-based units will vest ratably in accordance with the vesting schedule, subject to the participant’s continuous service with the Company through each applicable vesting date. Additionally, during the year ended December 31, 2018, the Company granted 2,997 time-based restricted stock units under the LTIP to its non-employee directors. These time-based units granted to the Company’s non-employee directors will vest on the first to occur of (i) April 30, 2019, (ii) the director’s separation from service (as defined in Section 409A) due to the directors’ death or disability, and (iii) a change in control, subject in each case to the director’s continuous service with the Company through such date. Upon vesting and settlement of time-based share units, the Company issues authorized and unissued shares of the Company’s common stock to the recipient. The time-based restricted stock units granted on November 12, 2018 have a grant date fair value of $75.00 , based on the Company’s stock price at the trading day before the date of grant. Additionally, during the year ended December 31, 2018, the Company assumed the ANR EIP award of 89,766 time-based restricted stock units to certain key employees with a grant date fair value of $75.00 , based on the Company’s stock price at the Merger date. These time-based units will vest ratably in accordance with the original award terms, subject to the participant’s continuous service with the Company through each applicable vesting date. During the year ended December 31, 2017, the Company granted 437,450 shares of restricted stock and 129,520 non-qualified stock options under the MIP to certain of its officers and key employees under the MIP. The restricted stock shares and non-qualified stock options vest ratably over a three -year period or in the event of a change in control, will fully vest subject to the recipient’s continued employment through such date. The restricted stock awards granted on March 7, 2017 and July 13, 2017 have a grant date fair value of $65.50 and $68.00 , respectively, based on the Company’s stock price at the date of grant. The non-qualified stock options, granted on March 7, 2017, have an exercise price of $66.13 with a 10 -year expiration from the date of grant. The non-qualified stock options have a grant date fair value of $37.44 based on a Black-Scholes pricing model. The Black-Scholes pricing model incorporates the assumptions as presented in the following table: Stock price $ 65.50 Exercise price $ 66.13 Expected term (1) 6.00 Annual risk-free interest rate (2) 2.18 % Annualized volatility (3) 60.9 % (1) The expected term represents the period of time that awards granted are expected to be outstanding. (2) The annual risk-free interest rate is based on the U.S. Constant Maturity Curve with a term equal to the award’s expected term on date of grant. (3) The annualized volatility is calculated by observing volatilities for comparable companies with adjustments for the Company’s size and leverage. Additionally, during the year ended December 31, 2017, the Company granted 5,504 time-based restricted stock units under the MIP to its non-employee directors. These time-based units granted to the Company’s non-employee directors will vest on the first to occur of (i) the stated anniversary of the date of grant, (ii) the director’s separation from service (as defined in Section 409A of the Internal Revenue Code) due to the directors’ death or disability, and (iii) a change in control, subject in each case to the director’s continuous service with the Company through such date. Upon settlement of time-based stock units, the Company issues authorized and unissued shares of the Company’s common stock to the recipient. The time-based restricted stock units granted on May 31, 2017, June 9, 2017, and July 13, 2017 have a grant date fair value of $74.00 , $73.00 , and $68.00 , respectively, based on the Company’s stock price at the date of grant. Of these awards, none remained outstanding as of December 31, 2018. Additionally, during the year ended December 31, 2017, the Company awarded certain of its non-employee directors 6,700 time-based restricted stock units under the MIP with a grant date fair value of $62.55 , based on the Company’s stock price at the date of grant. As of the date of the awards the Company did not have sufficient authorized and unissued common shares to settle these awards and the awards will be settled with cash, unless shares become available for issuance under the MIP. Therefore, these awards are classified as a liability. These time-based units will vest on the first to occur of (i) the stated anniversary of the date of grant, (ii) the director’s separation from service (as defined in Section 409A of the Internal Revenue Code) due to the directors’ death or disability, and (iii) a change in control, subject in each case to the director’s continuous service with the Company through such date. In connection with the Company’s declaration and payment of the Special Dividend and pursuant to the terms of the MIP, dividend equivalent payments of approximately $7,949 in the aggregate (including the amounts payable with respect to each share underlying outstanding stock option awards and restricted stock unit awards and outstanding restricted common stock under the MIP) were paid to plan participants. The dividend equivalent payments were made on July 11, 2017, which accelerated stock-based compensation expense by $5,113 and reduced the Company’s additional paid-in capital by $7,949 . On July 26, 2016, under the MIP, the Company granted certain of its officers and key employees 309,310 shares of common stock, 145,648 stock options with an exercise price of $2.50 per share, and 145,648 stock options with an exercise price equal to the 30-day volume-weighted average price for the period beginning July 27, 2016 and ending thirty days thereafter, but in any case not less than $2.50 per share and not more than $5.00 per share. The units granted to the officers and key employees were fully vested on the grant date. An iterative variant approach of the option pricing method was utilized in estimating the fair value of the restricted shares and stock options granted on July 26, 2016, due to the lack of an active market price at that date. The Company solved iteratively for the common share price such that the total fair value across all the outstanding equity units equaled the Company’s equity value as of the Acquisition Date in order to account for the dilutive impact of the options and warrants on common stock. Using the value of common stock, the Company estimated the fair value of the stock options using the Black Scholes option pricing model. In estimating the fair value of the restricted shares, the Company applied the selected discount for lack of marketability to the common stock value to account for trading restrictions and different rights. Significant assumptions are as follows: Total equity value $44,644 Strike price $2.50 per share and $5.00 per share for the fixed strike prices and the VWAP options, respectively Expected life The expected life was estimated by using the mid-point between the earliest time to exercise and the contractual expiration date Volatility 85.0% Cost of equity 40.0% Risk-free rate Estimated based on the U.S. Constant Maturity Treasury yield curve as of the Acquisition Date and linear interpolation to match for the respective term Discount for lack of marketability 41.0% using the protective put method Additionally, during the period from July 26, 2016 to December 31, 2016, the Company granted 28,122 time-based restricted stock units under the MIP to its non-employee directors based on the Company’s stock price at the date of grant, 18,748 of which remained outstanding as of December 31, 2018. As of December 31, 2018, the Company had three types of stock-based awards outstanding: time-based restricted stock shares, time-based restricted share units, and stock options. Stock-based compensation expense totaled $13,354 , $20,372 , and $1,424 for the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016, respectively. For the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016, approximately 90% , 94% , and 91% , respectively, of stock-based compensation expense was reported as selling, general and administrative expenses and the remainder was recorded as cost of coal sales. The Company is authorized to repurchase common shares from employees (upon the election by the employee) to satisfy the employees’ statutory tax withholdings upon the vesting of stock grants. Shares that are repurchased to satisfy the employees’ statutory tax withholdings are recorded in treasury stock at cost. During the year ended December 31, 2018, the Company repurchased 76,648 shares of its common stock issued pursuant to awards under the MIP, LTIP and ANR EIP for a total purchase amount of $5,240 , or $68.36 average price paid per share. The Company did not repurchase any common shares from employees to satisfy the employees’ statutory tax withholdings upon vesting of stock grants during the year ended December 31, 2017 or the period from July 26, 2016 to December 31, 2016. On September 15, 2017, the Company repurchased 309,310 shares of its common stock issued pursuant to awards under the MIP for a total purchase amount of $17,445 , or $56.40 per share. Restricted Stock Shares Restricted stock shares activity for the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016 is summarized in the following table: Number of Weighted- Non-vested shares outstanding at July 26, 2016 — $ — Granted 309,310 $ 2.50 Vested (309,310 ) $ 2.50 Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2016 — $ — Granted 437,450 $ 65.55 Vested — $ — Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2017 437,450 $ 65.55 Granted — $ — Vested (172,651 ) $ 65.55 Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2018 264,799 $ 65.55 As of December 31, 2018, there was $3,580 of unrecognized compensation cost related to non-vested time-based share units which is expected to be recognized as expense over a weighted-average period of 1 year. Restricted Share Units Time-Based Share Units Time-based share unit activity for the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016 is summarized in the following table: Number of Weighted- Non-vested shares outstanding at July 26, 2016 — $ — Granted 28,122 $ 16.00 Vested — $ — Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2016 28,122 $ 16.00 Granted 5,504 $ 73.37 Vested (1) (28,122 ) $ 16.00 Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2017 5,504 $ 73.37 Granted 269,922 $ 74.73 Vested (22,417 ) $ 74.67 Forfeited or Expired (1,134 ) $ 73.61 Non-vested shares outstanding at December 31, 2018 251,875 $ 74.71 (1) Includes 18,748 shares with deferred settlement pursuant to the award agreement. As of December 31, 2018, there was $14,371 of unrecognized compensation cost related to non-vested time-based share units which is expected to be recognized as expense over a weighted-average period of 1.8 years. Time-based cash share unit activity for the years ended December 31, 2018 and 2017 is summarized in the following table: Number of Weighted- (1) Non-vested shares outstanding at December 31, 2016 — $ — Granted 6,700 $ 62.55 Vested — $ — Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2017 6,700 $ 59.38 Granted 18,063 $ 65.00 Vested (2) (6,700 ) $ 71.66 Forfeited or Expired — $ — Non-vested shares outstanding at December 31, 2018 18,063 $ 65.74 (1) The time-based cash units are accounted for as liability awards. Therefore, the weighted-average fair value is calculated using the Company's stock price at the respective granted dates, vested date, and outstanding dates. (2) Pursuant to the award agreement, these shares were settled in equity and have deferred settlement pursuant to the award agreement. As of December 31, 2018, there was $130 of unrecognized compensation cost related to non-vested time-based share units which is expected to be recognized as expense over a weighted-average period of 0.11 years. Stock Options Fixed Price Stock Options On July 26, 2016, the Company granted certain of its officers and key employees 145,648 stock options with an exercise price of $2.50 per share and a grant date fair value of $1.67 . The units granted included 110,573 incentive stock option shares and 35,075 non-qualified stock option shares. The units granted to the officers and key employees were fully vested on the grant date. Fixed price stock option activity for the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016 is summarized in the following table: Number of Weighted- Weighted- Outstanding at July 26, 2016 — $ — Granted 145,648 $ 2.50 10.00 Exercised — $ — Forfeited or Expired — $ — Outstanding at December 31, 2016 145,648 $ 2.50 9.57 Exercisable at December 31, 2016 145,648 $ 2.50 9.57 Granted — $ — Exercised — $ — Forfeited or Expired — $ — Outstanding at December 31, 2017 145,648 $ 2.50 8.57 Exercisable at December 31, 2017 145,648 $ 2.50 8.57 Granted — $ — Exercised (19,520 ) $ 2.50 7.92 Forfeited or Expired — $ — Outstanding at December 31, 2018 126,128 $ 2.50 7.57 Exercisable at December 31, 2018 126,128 $ 2.50 7.57 As of December 31, 2018, the options outstanding and exercisable had an aggregate intrinsic value of $63.24 calculated as the difference between the exercise price and the Company’s stock price at December 31, 2018. As of December 31, 2018, there was no unrecognized compensation cost related to the fixed price stock options. 30-Day Volume-Weighted Average Price (“VWAP”) Stock Options During the year ended December 31, 2017, the Company granted 129,520 non-qualified stock options to certain of its officers and key employees under the MIP. The non-qualified stock options vest ratably over a three -year period or in the event of a change in control, will fully vest subject to the recipient’s continued employment through such date. The non-qualified stock options, granted on March 7, 2017, have an exercise price of $66.13 with a 10 -year expiration from the date of grant. The non-qualified stock options have a grant date fair value of $37.44 based on a Black-Scholes pricing model. On July 26, 2016, the Company granted certain of its officers and key employees 145,648 stock options with an exercise price equal to the 30-day VWAP price for the period beginning July 27, 2016 and ending thirty days thereafter, but in any case not less than $2.50 per share and not more than $5.00 per share and a grant date fair value of $1.51 . The units granted included 70,573 incentive stock option shares and 75,075 non-qualified stock option shares. The units granted to the officers and key employees were fully vested on the grant date. 30-day VWAP stock option activity for the years ended December 31, 2018 and 2017 and the period from July 26, 2016 to December 31, 2016 is summarized in the following table: Number of Weighted- Weighted- Outstanding at July 26, 2016 — $ — Granted 145,648 $ 5.00 10.00 Exercised — $ — Forfeited or Expired — $ — Outstanding at December 31, 2016 145,648 $ 5.00 9.57 Exercisable at December 31, 2016 145,648 $ 5.00 9.57 Granted 129,520 $ 66.13 9.18 Exercised — $ — Forfeited or Expired — $ — Outstanding at December 31, 2017 275,168 $ 33.77 8.86 Exercisable at December 31, 2017 145,648 $ 5.00 8.57 Granted — $ — Exercised (19,520 ) $ 5.00 7.92 Forfeited or Expired — $ — Outstanding at December 31, 2018 255,648 $ 35.97 7.88 Exercisable at December 31, 2018 177,152 $ 22.61 7.74 As of December 31, 2018, the options outstanding and exercisable that were granted July 26, 2016 and March 7, 2017 had an aggregate intrinsic value of $60.74 and ($0.39) , respectively, calculated as the difference between the exercise price and the Company’s stock price at December 31, 2018. As of December 31, 2018, there was $519 of unrecognized compensation cost related to the 30-day VWAP stock options which is expected to be recognized as expense over a weighted-average period of 1 year. Alpha In the Predecessor period, Alpha sponsored the following employee stock plans in which certain Company employees participated: On May 22, 2014, Alpha’s stockholders approved the Amended and Restated 2012 Long-Term Incentive Plan (the “2012 LTIP”). The principal purpose of the 2012 LTIP was to advance the interests of Alpha and its stockholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Alpha. On May 22, 2014, Alpha’s stockholders approved an additional 3,100,000 shares of common stock for issuance under the 2012 LTIP Plan. The 2012 LTIP was authorized for the issuance of awards of up to 13,100,000 shares of common stock, and as of July 25, 2016, 7,218,657 shares of common stock were available for grant under the 2012 LTIP. The 2012 LTIP provided for a variety of awards, including options, stock appreciation rights, restricted stock, restricted share units (both time-based and performance-based), and any other type of award deemed by the compensation committee in its discretion to be consistent with the purpose of the 2012 LTIP. Prior to the approval of the 2012 LTIP, Alpha issued awards under the 2010 Long Term Incentive Plan (the “2010 LTIP”) and the Alpha Appalachia 2006 Stock and Incentive Compensation Plan (the “2006 SICP”). Upon approval of the 2012 LTIP, no additional awards were issued under the 2010 LTIP or the 2006 SICP. The 2012 LTIP, the 2010 LTIP and the 2006 SICP are collectively referred to as the “Stock Plans.” Alpha also had stock-based awards outstanding under the Alpha Natural Resources, Inc. 2005 Long-Term Incentive Plan (the “2005 LTIP”) and the Foundation Amended and Restated 2004 Stock Incentive Plan (the “2004 SIP”). Upon vesting of restricted share units (both time-based and performance-based) or the exercise of options, shares were issued from the 2012 LTIP, the 2010 LTIP, the 2006 SICP, the 2005 LTIP, and the 2004 SIP, respective of which plan the awards were granted. Alpha was authorized to repurchase common shares from employees (upon the election by the employee) to satisfy the employees’ minimum statutory tax withholdings upon the vesting of restricted stock and restricted share units (both time-based and performance-based). Shares that were repurchased to satisfy the employees’ minimum statutory tax withholdings were recorded in treasury stock at cost. During the period from January 1, 2016 to July 25, 2016, Alpha repurchased 0 common shares from employees. At July 25, 2016, Alpha had three types of stock-based awards outstanding: restricted share units (both time-based and performance-based), restricted cash units (both time-based and performance-based), and stock options. As a result of Alpha’s bankruptcy filing, Alpha was no longer settling pre-petition awards. Stock-based compensation expense recorded by the Company totaled $465 for the period from January 1, 2016 to July 25, 2016. For the period from January 1, 2016 to July 25, 2016, approximately 78% of stock-based compensation expense was reported as selling, general and administrative expenses and the remainder was recorded as cost of coal sales. The total excess tax benefit recognized for stock-based compensation was $0 for the period from January 1, 2016 to July 25, 2016. Restricted Share Units Time-Based Share Units During the period from January 1, 2016 to July 25, 2016, Alpha granted 0 time-based share units or time-based cash units under the 2012 LTIP to certain executive officers, directors and key employees. Time-based cash units were accounted for as liability awards and subject to variable accounting. The grant date fair value of the time-based share units were based on the Company’s stock price at the respective date. Alpha’s time-based share unit activity for the period from January 1, 2016 to July 25, 2016 is summarized in the following table: Number of Weighted-Average Alpha Non-vested shares outstanding at December 31, 2015 4,722,199 $ 3.24 Granted — $ — Earned — $ — Forfeited or Expired (511,048 ) $ 2.13 Non-vested shares outstanding at July 25, 2016 4,211,151 $ 3.37 Alpha’s time-based cash unit activity for the period from January 1, 2016 to July 25, 2016 is summarized in the following table: Number of Weighted-Average (1) Alpha Non-vested shares outstanding at December 31, 2015 9,950,460 $ 0.01 Granted — $ — Earned — $ — Forfeited or Expired (550,653 ) $ 1.46 Non-vested shares outstanding at July 25, 2016 9,399,807 $ 1.35 (1) The time-based cash units were accounted for as liability awards and subject to variable accounting. Therefore, the weighted-average fair value was calculated using Alpha’s stock price at the respective granted date, vested date and forfeited/expired date. The fair value of time-based share unit awards that vested in the period from January 1, 2016 to July 25, 2016 was $0 . As of July 25, 2016, Alpha had $2,184 of unrecognized compensation cost related to non-vested time-based share units which was expected to be recognized as expense over a weighted-average period of 1.33 years. Additionally, as of July 25, 2016, Alpha had $36 of unrecognized compensation cost related to non-vested time-based cash units which was expected to be recognized as expense over a weighted-average period of 1.31 years. The unrecognized compensation cost, related to non-vested time-based cash units which are accounted for as liability awards and subject to variable accounting, was calculated using Alpha’s July 25, 2016 stock price. Performance-Based Share Units Performance-based share units awarded to executive officers and key employees generally cliff vested after three years, subject to continued employment (with accelerated vesting upon a change of control). Performance-based share units granted represented the number of shares of common stock to be awarded based on the achievement of targeted performance levels related to pre-established operating income goals, strategic goals, total stockholder return goals, and cash flow from operations goals over a three year period and could range from 0 percent to 200 percent of the targeted amount. The grant date fair value of the awards with performance conditions was based on the closing price of Alpha’s common stock on the established grant date and was amortized over the performance period. The grant date fair value of the awards with market conditions was based upon a Monte Carlo simulation and was amortized over the performance period. For awards with performance conditions, Alpha reassessed at each reporting date whether achievement of each of the performance conditions was probable, as well as estimated forfeitures, and adjusted the accruals of compensation expense as appropriate. For awards with market conditions, Alpha recognized expense over the applicable service periods and did not adjust expense based on the actual achievement or nonachievement of the market condition because the probability of achievement was considered in the grant date fair value of the award. Upon vesting of performance-based share units, Alpha issued authorized and unissued shares of Alpha’s common stock to the recipient. During the period from January 1, 2016 to July 25, 2016, Alpha awarded 0 total stockholder return performance-based share units. Alpha’s performance-based share unit activity is summarized in the following table: Number of (1) Weighted-Average Grant Date Fair Value Alpha Non-vested shares outstanding at December 31, 2015 4,395,717 $ 6.39 Granted — $ — Earned — $ — Forfeited or Expired (1,363,126 ) $ 7.63 Non-vested shares outstanding at July 25, 2016 3,032,591 $ 5.83 (1) Shares in the table above were based on the maximum shares that can be awarded based on the achievement of the performance criteria. Non-Qualified Stock Options Alpha’s stock option activity for the period from January 1, 2016 to July 25, 2016 is summarized in the following table: Number of Weighted- Weighted-Average Alpha Outstanding at December 31, 2015 359,027 $ 26.20 3.50 Exercisable at December 31, 2015 359,027 $ 26.20 3.50 Exercised — $ — Forfeited or Expired (58,350 ) $ 22.87 Outstanding at July 25, 2016 300,677 $ 26.84 2.89 Exercisable at July 25, 2016 300,677 $ 26.84 2.89 As of July 25, 2016, the options outstanding and exercisable had an aggregate intrinsic value of $0 . Cash received from the exercise of stock options during the period from January 1, 2016 to July 25, 2016 was $0 . As of July 25, 2016, there was no unrecognized compensation cost related to stock options. The total intrinsic value of options exercised during the period from January 1, 2016 to July 25, 2016 was $0 . Alpha historically used authorized and unissued shares to satisfy share award exercises. A summary of Alpha’s options outstanding and exercisable at July 25, 2016 follows: Options Outstanding and Exercisable Exercise Price Shares Weighted-Average Weighted-Average $ 11.15 - $20.44 110,413 2.03 $ 16.59 $ 23.93 - $32.91 112,704 2.79 $ 27.08 $ 40.98 - $48.26 77,560 4.27 $ 41.07 300,677 2.89 $ 26.84 |