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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Atlas Energy Solutions Inc. 10-K 12/31/23 94:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.45M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 75K
3: EX-10.7 Material Contract HTML 153K
4: EX-21.1 Subsidiaries List HTML 29K
5: EX-23.1 Consent of Expert or Counsel HTML 48K
6: EX-23.2 Consent of Expert or Counsel HTML 26K
11: EX-95.1 Mine-Safety Disclosure HTML 41K
12: EX-96.3 Mining Disclosure HTML 1.79M
13: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 39K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
15: R1 Document and Entity Information HTML 105K
16: R2 Condensed Consolidated Balance Sheets HTML 140K
17: R3 Condensed Consolidated Balance Sheets HTML 52K
(Parenthetical)
18: R4 Condensed Consolidated Statements of Operations HTML 118K
19: R5 Condensed Consolidated Statements of Operations HTML 29K
(Parenthetical)
20: R6 Condensed Consolidated Statements of Stockholders' HTML 153K
and Members' Equity and Redeemable Noncontrolling
Interest
21: R7 Condensed Consolidated Statements of Stockholders' HTML 30K
and Members' Equity and Redeemable Noncontrolling
Interest (Parenthetical)
22: R8 Condensed Consolidated Statements of Cash Flows HTML 153K
23: R9 Pay vs Performance Disclosure HTML 39K
24: R10 Insider Trading Arrangements HTML 33K
25: R11 Business and Organization HTML 60K
26: R12 Summary of Significant Accounting Policies HTML 162K
27: R13 Inventories HTML 45K
28: R14 Property, Plant and Equipment, Net HTML 65K
29: R15 Accrued Liabilities HTML 51K
30: R16 Leases HTML 141K
31: R17 Debt HTML 143K
32: R18 Commitments And Contingencies HTML 39K
33: R19 Stockholders Equity HTML 53K
34: R20 Redeemable Noncontrolling Interest HTML 50K
35: R21 Stock-Based and Unit - Based Compensation HTML 102K
36: R22 Earnings per Share HTML 59K
37: R23 Income Taxes HTML 136K
38: R24 Related-Party Transactions HTML 56K
39: R25 Subsequent Events HTML 42K
40: R26 Summary of Significant Accounting Policies HTML 220K
(Policies)
41: R27 Summary of Significant Accounting Policies HTML 73K
(Tables)
42: R28 Inventories (Tables) HTML 45K
43: R29 Property, Plant and Equipment, Net (Tables) HTML 59K
44: R30 Accrued Liabilities (Tables) HTML 50K
45: R31 Leases (Tables) HTML 137K
46: R32 Debt (Tables) HTML 60K
47: R33 Redeemable Noncontrolling Interest (Tables) HTML 46K
48: R34 Stock-Based and Unit - Based Compensations HTML 87K
(Tables)
49: R35 Earnings per Share (Tables) HTML 55K
50: R36 Income Taxes (Tables) HTML 129K
51: R37 Business and Organization (Details) HTML 77K
52: R38 Summary of Significant Accounting Policies HTML 119K
(Details)
53: R39 Summary of Significant Accounting Policies - HTML 46K
Schedule of Estimated Useful Lives of Fixed Assets
(Details)
54: R40 Summary of Significant Accounting Policies - HTML 34K
Schedule of Change in Asset Retirement Obligation
(Details)
55: R41 Summary of Significant Accounting Policies - HTML 36K
Summary of Fair Values and Carrying Values of
Long-Term Debt (Details)
56: R42 Inventories - Schedule of Inventories (Details) HTML 35K
57: R43 Inventories - Additional Information (Details) HTML 29K
58: R44 Property, Plant and Equipment, Net - Schedule of HTML 53K
Components of Property, Plant and Equipment, Net
(Details)
59: R45 Property, Plant and Equipment, Net - Additional HTML 38K
Information (Details)
60: R46 Accrued Liabilities - Schedule of Accrued HTML 43K
Liabilities (Details)
61: R47 Leases - Schedule of Lease Cost (Details) HTML 41K
62: R48 Leases - Schedule of Supplemental Cash Flow and HTML 38K
Other Information Related to Leases (Details)
63: R49 Leases - Additional Information (Details) HTML 90K
64: R50 Leases - Schedule of Lease Terms and Discount HTML 38K
Rates (Details)
65: R51 Leases - Schedule of Future Minimum Lease HTML 66K
Commitments of Operating and Finance Leases
Liabilities (Details)
66: R52 Leases - Schedule of Supplemental Balance Sheet HTML 45K
Related to Lease (Details)
67: R53 Debt - Summary of Components of Debt (Details) HTML 39K
68: R54 Debt - Summary of Components of Debt HTML 30K
(Parenthetical) (Details)
69: R55 Debt - 2023 Term Loan Credit Facility - Additional HTML 67K
Information (Details)
70: R56 Debt - 2023 ABL Credit Facility - Additional HTML 84K
Information (Details)
71: R57 Debt - 2021 Term Loan Credit Facility - Additional HTML 116K
Information (Details)
72: R58 Debt - 2018 Asset-Based Loan Credit Facility - HTML 102K
Additional Information (Details)
73: R59 Debt - 2018 Term Loan Credit Facility - Additional HTML 113K
Information (Details)
74: R60 Debt - Summary of Future Principal Payment HTML 47K
Obligations (Details)
75: R61 Commitments And Contingencies - Additional HTML 53K
Information (Details)
76: R62 Stockholders Equity - Additional Information HTML 107K
(Details)
77: R63 Redeemable Noncontrolling Interest - Additional HTML 30K
Information (Details)
78: R64 Redeemable Noncontrolling Interest - Summary of HTML 52K
Adjustments to the Value of Redeemable
Noncontrolling Interest (Details)
79: R65 Redeemable Noncontrolling Interest - Summary of HTML 42K
Adjustments to the Value of Redeemable
Noncontrolling Interest (Parenthetical) (Details)
80: R66 Stock-Based Compensation and Unit - Based HTML 69K
Compensation - Additional Information (Details)
81: R67 Stock-Based Compensations and Unit - Based HTML 62K
Compensation - Summary of Nonvested Stock Shares
Activity (Details)
82: R68 Earnings per Share - Additional Information HTML 30K
(Details)
83: R69 Earnings per Share - Schedule of Earnings Per HTML 81K
Share, Basic and Diluted (Details)
84: R70 Income Taxes - Provision for Income Taxes HTML 47K
(Details)
85: R71 Income Taxes - Additional Information (Details) HTML 56K
86: R72 Income Taxes - Schedule of Expense Computed by HTML 44K
Applying Statutory Federal Income Tax Rate
(Details)
87: R73 Income Taxes - Deferred Tax Assets and Deferred HTML 53K
Tax Liabilities (Details)
88: R74 Related-Party Transactions - Additional HTML 59K
Information (Details)
89: R75 Subsequent Events - Additional Information HTML 84K
(Details)
91: XML IDEA XML File -- Filing Summary XML 167K
94: XML XBRL Instance -- aesi-20231231_htm XML 2.55M
90: EXCEL IDEA Workbook of Financial Report Info XLSX 213K
14: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.59M
Linkbases Document -- aesi-20231231
92: JSON XBRL Instance as JSON Data -- MetaLinks 607± 940K
93: ZIP XBRL Zipped Folder -- 0000950170-24-021342-xbrl Zip 1.54M
| EX-97.1 |
Exhibit 97.1
Exhibit A
ATLAS ENERGY SOLUTIONS, INC.
Incentive-Based Compensation Clawback Policy
(this “Policy”)
Adopted by the Board of Directors (the “Board”)) upon recommendation of the Compensation Committee of the Board (the “Committee”) on November 21, 2023.
1. Recoupment. If Atlas Energy Solutions Inc. (the “Company”) is required to prepare a Restatement, the Committee shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Committee may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any recovery of Recoverable Compensation tied to a Restatement and to impose such other discipline as it deems appropriate.
2. Method of Recoupment. Subject to applicable law, the Committee may seek to recoup Recoverable Compensation by (i) requiring a Covered Person to repay such amount to the Company; (ii) offsetting a Covered Person’s other compensation; or (iii) such other means or combination of means as the Committee, in its sole discretion, determines to be appropriate. To the extent that a Covered Person fails to repay all Recoverable Compensation to the Company as determined pursuant to this Policy, the Company shall take all actions reasonable and appropriate to recover such amount, subject to applicable law. The applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such amount.
3. Administration of Policy. The Committee shall have full authority to administer, amend or terminate this Policy. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive. Notwithstanding anything in this Section 3 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, rules of the U.S. Securities and Exchange Commission (the “SEC”) or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Committee shall consult with the Company’s Audit Committee, Chief Financial Officer and General Counsel, as applicable, as needed in order to properly administer and interpret any provision of this Policy.
4. Acknowledgement by Executive Officers. The Committee may provide notice to and seek written acknowledgement of this Policy from each Executive Officer; provided that the failure to provide such notice or obtain such acknowledgement shall not affect the applicability or enforceability of this Policy.
5. No Indemnification. Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, the Company shall not indemnify any Covered Person against the loss of any Recoverable Compensation.
A-1
6. Disclosures and Record Keeping. The Company shall make all disclosures and filings with respect to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) and any applicable exchange listing standard.
7. Governing Law. The validity, construction, and effect of this Policy and any determinations relating to this Policy shall be construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
8. Successors. This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
9. Definitions. In addition to terms otherwise defined in this Policy, the following terms, when used in this Policy, shall have the following meanings:
“Applicable Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Committee, or the officer or officers of the Company authorized to take such action if Committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Applicable Period shall also include any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following the three completed fiscal years. For purposes of this Policy, the Committee shall be deemed to have reasonably concluded that a Restatement is required on the date that the Company’s Audit Committee or the Company’s Chief Accounting Officer, as applicable, informs the Committee in writing that such a Restatement will be required, unless the Audit Committee informs the Committee that an alternative date is more accurate for purposes of determining the Applicable Period.
“Covered Person” means any person who receives Recoverable Compensation.
“Executive Officer” includes the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar policy-making functions for the Company, and such other senior executives/employees who may from time to time be deemed subject to this Policy by the Committee.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non- GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Stock price and total shareholder return (“TSR”) are Financial Reporting Measures. Examples of additional Financial Reporting Measures include measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, return measures (such as return on assets) and profitability.
A-2
“Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Committee determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November 28, 2022; or (iii) it has determined that the recovery of Incentive-Based Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
“Received” Incentive-Based Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received after October 2, 2023 by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Reporting Measures, as reflected in the Restatement. With respect to Incentive- Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in a Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received.
“Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). As of the effective date of this Policy (but subject to changes that may occur in accounting principles and rules following the effective date), a Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
A-3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 11/21/23 | 4 | |||
| 10/2/23 | 8-K12B | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/31/23 Atlas Energy Solutions Inc. 10-Q 9/30/23 75:9.9M Donnelley … Solutions/FA 10/03/23 New Atlas HoldCo Inc. 8-K12B:1,2,10/02/23 17:833K Donnelley … Solutions/FA 8/01/23 Atlas Energy Solutions Inc. 8-K:1,2,7,9 7/31/23 13:16M Donnelley … Solutions/FA 3/17/23 Atlas Energy Solutions Inc. 8-K:5,9 3/13/23 4:177K Donnelley … Solutions/FA 3/14/23 Atlas Energy Solutions Inc. 8-K:1,3,5,7 3/08/23 22:1.9M Donnelley … Solutions/FA 2/24/23 Atlas Energy Solutions Inc. S-1/A 15:12M Donnelley … Solutions/FA 2/16/23 Atlas Energy Solutions Inc. S-1/A 2/15/23 7:10M Donnelley … Solutions/FA 2/09/23 Atlas Energy Solutions Inc. S-1/A 6:1.5M Donnelley … Solutions/FA 1/31/23 Atlas Energy Solutions Inc. S-1 19:22M Donnelley … Solutions/FA |