Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
September 30,
December 31,
2025
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
94,481
$
136,962
Trade receivables (net of allowance of $ 5,260 and $ 2,087 , respectively)
169,883
166,829
Other receivables
2,272
10,158
Inventories, net
130,636
120,661
Advance royalties
9,537
11,422
Digital assets
64,809
45,037
Prepaid expenses and other assets
14,494
22,161
Total current assets
486,112
513,230
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment
4,511,236
4,435,535
Less accumulated depreciation, depletion and amortization
( 2,347,584 )
( 2,269,265 )
Total property, plant and equipment, net
2,163,652
2,166,270
OTHER ASSETS:
Advance royalties
75,788
70,264
Equity method investments
54,582
35,532
Equity securities
67,541
92,541
Debt securities
13,193
—
Operating lease right-of-use assets
17,631
15,871
Other long-term assets
29,842
22,022
Total other assets
258,577
236,230
TOTAL ASSETS
$
2,908,341
$
2,915,730
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
$
103,757
$
98,188
Accrued taxes other than income taxes
24,566
21,051
Accrued payroll and related expenses
36,318
26,946
Accrued interest
10,660
1,821
Workers' compensation and pneumoconiosis benefits
14,815
14,838
Other current liabilities
42,131
48,023
Current maturities, long-term debt, net
23,361
22,275
Total current liabilities
255,608
233,142
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
433,117
450,885
Pneumoconiosis benefits
124,794
120,152
Workers' compensation
38,943
37,177
Asset retirement obligations
157,753
155,156
Long-term operating lease obligations
15,068
13,638
Deferred income tax liabilities
27,417
29,353
Other liabilities
24,584
22,694
Total long-term liabilities
821,676
829,055
Total liabilities
1,077,284
1,062,197
COMMITMENTS AND CONTINGENCIES - (NOTE 11)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 128,428,024 and 128,061,981 units outstanding, respectively
1,836,401
1,867,850
Accumulated other comprehensive loss
( 24,039 )
( 35,103 )
Total ARLP Partners' Capital
1,812,362
1,832,747
Noncontrolling interest
18,695
20,786
Total Partners' Capital
1,831,057
1,853,533
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
2,908,341
$
2,915,730
See notes to condensed consolidated financial statements.
1
Table of Contents
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except unit and per unit data)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
SALES AND OPERATING REVENUES:
Coal sales
$
511,593
$
532,647
$
1,465,573
$
1,607,185
Oil & gas royalties
32,055
34,448
103,612
107,907
Transportation revenues
7,701
24,617
26,459
82,071
Other revenues
20,018
21,857
63,654
61,453
Total revenues
571,367
613,569
1,659,298
1,858,616
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
354,604
384,844
1,040,328
1,100,308
Transportation expenses
7,701
24,617
26,459
82,071
Outside coal purchases
4,514
8,192
19,038
27,912
General and administrative
21,373
21,878
62,333
64,569
Depreciation, depletion and amortization
78,211
72,971
223,180
204,974
Total operating expenses
466,403
512,502
1,371,338
1,479,834
INCOME FROM OPERATIONS
104,964
101,067
287,960
378,782
Interest expense (net of interest capitalized of $ 1,658 , $ 3,521 , $ 9,506 and $ 8,605 , respectively)
( 11,033 )
( 9,527 )
( 28,719 )
( 26,553 )
Interest income
682
2,175
2,119
5,535
Net income (loss) on equity method investments
4,487
( 2,327 )
945
( 3,032 )
Change in fair value of digital assets
3,739
332
11,021
8,437
Impairment loss on investments - (Note 7)
—
—
( 25,000 )
—
Other income (expense)
( 135 )
( 681 )
493
( 2,245 )
INCOME BEFORE INCOME TAXES
102,704
91,039
248,819
360,924
INCOME TAX EXPENSE
5,886
4,123
15,416
12,932
NET INCOME
96,818
86,916
233,403
347,992
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
( 1,714 )
( 635 )
( 4,906 )
( 3,467 )
NET INCOME ATTRIBUTABLE TO ARLP
$
95,104
$
86,281
$
228,497
$
344,525
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
0.73
$
0.66
$
1.76
$
2.64
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
128,428,024
128,061,981
128,374,391
127,932,095
See notes to condensed consolidated financial statements .
2
Table of Contents
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
NET INCOME
$
96,818
$
86,916
$
233,403
$
347,992
OTHER COMPREHENSIVE INCOME:
Defined benefit pension plan
Amortization of prior service cost (1)
2
47
7
140
Amortization of net actuarial loss (1)
—
136
—
245
Total defined benefit pension plan adjustments
2
183
7
385
Pneumoconiosis benefits
Amortization of net actuarial loss (1)
232
839
696
2,517
Total pneumoconiosis benefits adjustments
232
839
696
2,517
Foreign currency translation adjustment
51
—
127
—
Change in unrealized gains on debt securities (2)
( 685 )
—
10,234
—
OTHER COMPREHENSIVE INCOME (LOSS)
( 400 )
1,022
11,064
2,902
COMPREHENSIVE INCOME
96,418
87,938
244,467
350,894
Less: Comprehensive income attributable to noncontrolling interest
( 1,714 )
( 635 )
( 4,906 )
( 3,467 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP
$
94,704
$
87,303
$
239,561
$
347,427
(1) Amortization of prior service cost and net actuarial loss is included in the computation of net periodic benefit cost (credit) (see Notes 9 and 10 for additional details).
(2) For more information on the change in unrealized gains please see Note 4.
See notes to condensed consolidated financial statements.
3
Table of Contents
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
$
507,260
$
634,711
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
( 218,521 )
( 335,586 )
Change in accounts payable and accrued liabilities
( 5,555 )
9,191
Proceeds from sale of property, plant and equipment
2,110
1,385
Contributions to equity method investments
( 24,265 )
( 1,398 )
Purchase of debt securities
( 2,959 )
—
Oil & gas reserve asset acquisitions
( 3,485 )
( 15,176 )
Other
1,706
4,151
Net cash used in investing activities
( 250,969 )
( 337,433 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
74,000
75,000
Payments under securitization facility
( 74,000 )
( 75,000 )
Proceeds from equipment financings
—
54,626
Payments on equipment financings
( 9,552 )
( 8,926 )
Borrowings under revolving credit facilities
—
20,000
Payments under revolving credit facilities
—
( 20,000 )
Borrowing under long-term debt
—
400,000
Payments on long-term debt
( 10,547 )
( 296,327 )
Payment of debt issuance costs
—
( 11,442 )
Payments for tax withholdings related to settlements under deferred compensation plan
( 7,082 )
( 15,544 )
Distributions paid to Partners
( 259,406 )
( 272,707 )
Other
( 12,251 )
( 11,342 )
Net cash used in financing activities
( 298,838 )
( 161,662 )
Effect of exchange rate changes on cash and cash equivalents
66
—
NET CHANGE IN CASH AND CASH EQUIVALENTS
( 42,481 )
135,616
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
136,962
59,813
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
94,481
$
195,429
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
25,931
$
24,263
Cash paid for income taxes
$
16,294
$
16,509
SUPPLEMENTAL NON-CASH ACTIVITY:
Accounts payable for purchase of property, plant and equipment
$
18,173
$
23,777
Right-of-use assets acquired by operating lease
$
3,730
$
716
Market value of common units issued under deferred compensation plans before tax withholding requirements
$
17,068
$
34,880
See notes to condensed consolidated financial statements.
4
Table of Contents
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND PRESENTATION
Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements
● References to “we,” “us,” “our” or “ARLP Partnership” mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries.
● References to “ARLP” mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis.
● References to “MGP” mean Alliance Resource Management GP, LLC, ARLP’s general partner.
● References to “Mr. Craft” mean Joseph W. Craft III, the Chairman, President and Chief Executive Officer of MGP.
● References to “Intermediate Partnership” mean Alliance Resource Operating Partners, L.P., the intermediate partnership of Alliance Resource Partners, L.P.
● References to “Alliance Coal” mean Alliance Coal, LLC, an indirect wholly owned subsidiary of ARLP.
● References to “Alliance Minerals” mean Alliance Minerals, LLC, an indirect wholly owned subsidiary of ARLP.
● References to “Alliance Resource Properties” mean Alliance Resource Properties, LLC, an indirect wholly owned subsidiary of ARLP.
Organization
ARLP is a Delaware limited partnership listed on the NASDAQ Global Select Market under the ticker symbol “ARLP.” ARLP was formed in May 1999 and completed its initial public offering on August 19, 1999 when it acquired substantially all of the coal production and marketing assets of Alliance Resource Holdings, Inc., a Delaware corporation, and its subsidiaries. We are managed by our general partner, MGP, a Delaware limited liability company which holds a non-economic general partner interest in ARLP.
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of September 30, 2025 and December 31, 2024, the results of our operations and comprehensive income for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. All intercompany transactions and accounts have been eliminated.
These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all the information normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2025.
Use of Estimates
The preparation of the ARLP Partnership’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements. Actual results could differ from those estimates.
5
Table of Contents
Investments
Our investments and ownership interests in equity securities without readily determinable fair values in entities in which we do not have a controlling financial interest or significant influence are accounted for using a measurement alternative other than fair value. The measurement alternative is historical cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same entity. Distributions received on those investments are recorded as income unless those distributions are considered a return on investment, in which case the historical cost is reduced. We account for our ownership interests in Infinitum Electric, Inc. (“Infinitum”) and Ascend Elements, Inc. (“Ascend”) as equity securities without readily determinable fair values. See Note 7 – Investments for further discussion of these investments.
Our investments and ownership interests in entities in which we do not have a controlling financial interest are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the entity. Investments accounted for under the equity method are initially recorded at cost, and the difference between the basis of our investment and the underlying equity in the net assets of the entity at the investment date, if any, is amortized over the lives of the related assets that gave rise to the difference.
In the event our ownership requires the recording of income or loss such that our capital accounts reflect what we would receive in liquidation, we use the hypothetical liquidation at book value (“HLBV”) method to determine the appropriate allocation of income or loss. Under the HLBV method, income or loss of the investee is allocated based on hypothetical amounts that each investor would be entitled to receive if the net assets held were liquidated at book value at the end of each period, adjusted for any contributions made and distributions received during the period.
We hold equity method investments in AllDale Minerals III, LP (“AllDale III”), NGP Energy Transition, L.P. (“NGP ET IV”) and Gavin Generation Holdings A, LP (“Gavin Generation”). See Note 3 – Variable Interest Entities for further discussion of our equity method investments.
We review our investments for impairment whenever events or changes in circumstances indicate a loss in the value of the investment may be other-than-temporary.
Our investments in debt securities classified as available-for-sale are reported at fair value with unrealized gains and losses included in other comprehensive income in partners’ capital. Credit losses, if any, are recorded as an expense. Upon maturity or conversion, any associated unrealized gain or loss will be reclassified from other comprehensive income to our condensed consolidated income statement as a realized gain or loss. We hold debt securities in Ascend. See Note 7 – Investments for further discussion of this investment.
2. NEW ACCOUNTING STANDARDS
New Accounting Standards Issued and Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 primarily requires enhanced disclosures to (1) disclose specific categories in the rate reconciliation, (2) disclose the amount of income taxes paid and expensed disaggregated by federal, state, and foreign taxes, with further disaggregation by individual jurisdictions if certain criteria are met, and (3) disclose income (loss) from continuing operations before income tax (benefit) disaggregated between domestic and foreign. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not expect ASU 2023-09 to have a material effect on our results of operations, cash flows and financial condition but will result in the enhanced disclosures described above.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40 ) (“ASU 2024-03”). ASU 2024-03 requires the disclosure of additional information about specific expense categories in the notes to the financial statements to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a prospective basis, with early
6
Table of Contents
adoption permitted. We continue to evaluate the impact of ASU 2024-03 on our results of operations, cash flows, financial condition and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 improves the accounting for software development costs by removing references to software development stages so that the accounting is neutral to different software development methods. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. ASU 2025-06 can be applied on a prospective basis, a modified basis for in-process projects or a retrospective basis. We are evaluating the impact of ASU 2025-06 on our results of operations, cash flows, financial condition and related disclosures.
3. VARIABLE INTEREST ENTITIES
AllDale I & II and Cavalier Minerals
We own the general partner interests and, including the limited partner interests we hold through our ownership in Cavalier Minerals JV, LLC (“Cavalier Minerals”), approximately 97 % of the limited partner interests in AllDale Minerals LP (“AllDale I”) and AllDale Minerals II, LP (“AllDale II”, and collectively with AllDale I, “AllDale I & II”). As the general partner of AllDale I & II, we are entitled to receive 20.0 % of all distributions from AllDale I & II with the remaining 80.0 % allocated to limited partners based upon ownership percentages.
Cavalier Minerals owns approximately 72 % of the limited partner interests in AllDale I & II. We own the managing member interest and a 96 % member interest in Cavalier Minerals. Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) owns a 4 % member interest in Cavalier Minerals and a profits interest which entitles it to receive distributions equal to 25 % of all distributions (including in liquidation).
We have concluded that AllDale I, AllDale II and Cavalier Minerals are variable interest entities (“VIEs”) which we consolidate as the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of AllDale I, AllDale II and Cavalier Minerals in addition to having substantial equity ownership.
Our share of Cavalier Minerals’ investment in AllDale I & II is eliminated in consolidation and Bluegrass Minerals’ investment in Cavalier Minerals is accounted for as noncontrolling ownership interest on our condensed consolidated balance sheets. Additionally, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our condensed consolidated statements of income.
The following table presents the carrying amounts and classification of AllDale I & II’s assets and liabilities included in our condensed consolidated balance sheets:
September 30,
December 31,
2025
2024
Assets (liabilities):
(in thousands)
Cash and cash equivalents
$
4,266
$
5,154
Trade receivables
12,587
11,209
Total property, plant and equipment, net
360,758
373,093
Accounts payable
( 240 )
( 221 )
Due to affiliates
( 113 )
—
Accrued taxes other than income taxes
( 878 )
( 870 )
AllDale III
AllDale III owns oil & gas mineral interests in areas around the oil & gas mineral interests we own. Alliance Minerals owns a 13.9 % limited partner interest in AllDale III. Alliance Minerals’ investment in AllDale III is subject to a 25 % profits interest for the general partner that is subject to a return hurdle equal to the greater of 125 % of cumulative capital contributions and a 10 % internal rate of return, and following an 80/20 “catch-up” provision for the general partner.
7
Table of Contents
We have concluded that AllDale III is a VIE that we do not consolidate. AllDale III is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We are not the primary beneficiary of AllDale III because we do not have the power to direct the activities that most significantly impact AllDale III’s economic performance. At September 30, 2025 and December 31, 2024, the carrying value of our investment in AllDale III was $ 21.3 million and $ 22.5 million, respectively.
NGP ET IV
On June 2, 2022, we committed to purchase $ 25.0 million of limited partner interests in NGP ET IV, a private equity fund sponsored by NGP and focused on investments that are part of the global transition toward a lower carbon economy. This commitment represents a 3.6 % interest in NGP ET IV. As of September 30, 2025, we have funded $ 11.2 million of this commitment.
We have concluded that NGP ET IV is a VIE that we do not consolidate. NGP ET IV is structured as a limited partnership with limited partners (i) not having the ability to remove the general partner and (ii) not participating significantly in operational decisions. We are not the primary beneficiary of NGP ET IV because we do not have the power to direct the activities that most significantly impact NGP ET IV’s economic performance. At September 30, 2025 and December 31, 2024, the carrying value of our investment in NGP ET IV was $ 10.7 million and $ 8.8 million, respectively.
Gavin Generation
In February 2025, we committed to invest up to $ 25.0 million of limited partner interests in Gavin Generation, which is sponsored by a private equity firm. Gavin Generation owns, indirectly, an interest in a joint venture holding company formed with a third party that indirectly owns and operates a coal-fired power plant. This commitment represents an interest of 5.4 % in Gavin Generation (based on total commitments). As of September 30, 2025, we have funded $ 22.1 million of this commitment. Our investment in Gavin Generation is subject to a customary profit interest in favor of the general partner after the return of capital to the limited partners and the investment generating a specified internal rate of return in favor of the limited partners. At September 30, 2025, the carrying value of our investment in Gavin Generation was $ 22.6 million.
We have concluded that Gavin Generation is a VIE that we do not consolidate. Gavin Generation is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We are not the primary beneficiary of Gavin Generation because we do not have the power to direct the activities that most significantly impact Gavin Generation's economic performance.
8
Table of Contents
4. FAIR VALUE MEASUREMENTS
The following table summarizes certain fair value measurements within the hierarchy:
Fair Value
Carrying
Value
Level 1
Level 2
Level 3
(in thousands)
September 30, 2025
Recorded on a recurring basis:
Digital assets
$
64,809
$
64,809
$
—
$
—
Contingent consideration
$
13,592
$
—
$
—
$
13,592
Debt securities
$
13,193
$
—
$
—
$
13,193
Additional disclosures:
Long-term debt
$
470,289
$
—
$
506,676
$
—
December 31, 2024
Recorded on a recurring basis:
Digital assets
$
45,037
$
45,037
$
—
$
—
Contingent consideration
$
13,100
$
—
$
—
$
13,100
Additional disclosures:
Long-term debt
$
490,387
$
—
$
523,461
$
—
The carrying amounts for cash equivalents, accounts receivable, accounts payable, accrued and other liabilities approximate fair value due to the short maturity of those instruments.
The fair value of our digital assets is based on an exchange quoted price. See Note 6 – Digital Assets for more information on our digital assets.
The fair value measurement of our contingent consideration liability is determined using an option approach methodology simulation based on significant inputs not observable in active markets representing a Level 3 fair value measurement under the fair value hierarchy. Our contingent consideration liability is associated with our acquisition of our Hamilton County Coal, LLC (“Hamilton”) mine in 2015 wherein we agreed to pay the seller additional consideration for the acquisition if the average quarterly sales price exceeds a defined threshold price in any future quarters subject to a maximum of $ 110.0 million reduced for any payments made under an overriding royalty agreement with the sellers relating to mineral interests controlled by our Hamilton mine. We have paid $ 15.5 million under this contingent consideration agreement and $ 0.5 million under the overriding royalty agreement as of September 30, 2025.
The fair value measurement of our debt securities is determined using a combination of market approaches and option-pricing models which utilize significant inputs not observable in active markets representing a Level 3 fair value measurement under the fair value hierarchy. See Note 7 – Investments for additional information on our debt securities.
The estimated fair value of our long-term debt, including current maturities, is based on interest rates that we believe are currently available to us in active markets for issuance of debt with similar terms and remaining maturities. See Note 8 – Long-Term Debt for additional information on our long-term debt.
Quantitative Information about Level 3 Fair Value Measurements
Contingent Consideration
Our option approach methodology simulation for contingent consideration generates an expected payment for each quarter in Hamilton’s mine life by using proprietary internal estimates of our uncommitted coal sales prices and generating a simulated uncommitted coal sales price by applying unobservable inputs through a million simulations. This simulated coal sales price is then used in a calculation of the expected future payments using our proprietary committed coal sales prices and production for each quarter. We then calculate the present value of the estimated future payments. The following table presents quantitative information about certain significant unobservable inputs used in the fair value
9
Table of Contents
measurement for our contingent consideration liability. The use of significant unobservable inputs results in uncertainty as of the reporting date, as changes in these unobservable inputs could significantly raise or lower the estimated fair value.
Valuation Technique(s)
Unobservable Input
Range/Amount
(Average) (a)
September 30, 2025
Contingent Consideration
Option approach methodology simulation
Cost of Debt
6.51 % - 8.56 %
Coal price volatility
6.2 %
Market price of risk adjustment (annual)
6.2 %
December 31, 2024
Contingent Consideration
Option approach methodology simulation
Cost of Debt
6.51 % - 8.56 %
Coal price volatility
6.2 %
Market price of risk adjustment (annual)
6.2 %
(a) Averages represent the arithmetic average of the inputs and is not weighted by a relative fair value or notional amount.
The following table represents changes in our contingent consideration liability:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Beginning balance
$
10,677
$
6,089
$
13,100
$
9,900
Noncash changes in fair value (1)
4,359
—
6,364
—
Payments
( 1,444 )
( 1,637 )
( 5,872 )
( 5,448 )
Ending balance
$
13,592
$
4,452
$
13,592
$
4,452
(1) Noncash changes in the fair value of our continent consideration liability are included in the Operating expenses (excluding depreciation, depletion and amortization) line item within our condensed consolidated statements of income.
Debt Securities
The fair value of our debt securities is determined using a combination of market approaches and option-pricing models. The underlying enterprise value is estimated using income and market approaches which utilize discounted cash flows and market participant values for assets in hypothetical sales scenarios. The enterprise value is then utilized in market approach models and option-pricing models taking into account the rights and preferences of the convertible notes, expected exit scenarios, and volatility associated with such outcomes to arrive at a fair value. The following table presents quantitative information about certain significant unobservable inputs used in the fair value measurement. The use of significant unobservable inputs results in uncertainty as of the reporting date, as changes in these unobservable inputs could significantly raise or lower the estimated fair value.
10
Table of Contents
Valuation Technique(s)
Unobservable Input
Range/Amount
(Average) (a)
September 30, 2025
Debt securities
Option-pricing approach methodology
Industry volatility
38.1 % – 64.8 % ( 48.0 %)
Estimated time to exit
1.75 - 3.75 ( 2.75 ) years
Income approach methodology
Forecasted future cash flow
$ 906.6 - $ 1,285.9 ($ 1,096.3 ) million
Cost of capital
14.67 % - 19.51 % ( 16.58 %)
(a) Averages represent the arithmetic average of the inputs and is not weighted by a relative fair value or notional amount.
The following table represents changes in our debt securities:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2025
(in thousands)
Beginning balance
$
13,046
$
—
Noncash changes in fair value (1)
( 685 )
10,234
Payments
832
2,959
Ending balance
$
13,193
$
13,193
(1) Noncash changes in the fair value of our debt securities are included in the Change in unrealized gains (losses) on debt securities line item within our condensed consolidated statements of comprehensive income.
5. INVENTORIES
Inventories consist of the following:
September 30,
December 31,
2025
2024
(in thousands)
Coal
$
48,208
$
37,290
Finished goods (net of reserve for obsolescence of $ 1,180 and $ 2,481 , respectively)
13,095
14,197
Work in process
1,074
1,560
Raw materials
6,634
7,192
69,011
60,239
Supplies (net of reserve for obsolescence of $ 7,311 and $ 6,409 , respectively)
61,625
60,422
Total inventories, net
$
130,636
$
120,661
The above balances reflect lower of cost or net realizable value adjustments to our coal inventories of $ 3.4 million and $ 24.6 million as of September 30, 2025 and December 31, 2024, respectively. The adjustment as of September 30, 2025 is primarily a result of higher cost per ton at the Mettiki Coal, LLC and Mettiki Coal (WV), LLC (collectively “Mettiki”) mining complex due to lower production and challenging geological conditions in the longwall panel that reduced coal recovery. The adjustment as of December 31, 2024 is the result of lower coal sale prices and higher cost per ton primarily due to a longwall move at the Hamilton mining complex, lower production at Mettiki and MC Mining, LLC (“MC Mining”) mining complexes, and ongoing development activities at the Henderson County mine at our River View Coal, LLC (“River View”) mining complex.
11
Table of Contents
6. DIGITAL ASSETS
The following table sets forth our digital assets as shown on the condensed consolidated balance sheet:
September 30, 2025
December 31, 2024
Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value
Digital assets:
(in thousands, except unit data)
Bitcoin
567.90
$
27,537
$
64,809
481.89
$
18,748
$
45,037
Total
$
27,537
$
64,809
$
18,748
$
45,037
7. INVESTMENT S
Equity Method Investments
The changes in our equity method investments were as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Beginning balance
$
29,628
$
45,088
$
35,532
$
46,503
Contributions
22,874
108
24,265
1,398
Net income (loss) on equity method investments
4,487
( 2,327 )
945
( 3,032 )
Distributions received
( 2,407 )
( 849 )
( 6,160 )
( 2,849 )
Change in our share of net assets
—
( 5,118 )
—
( 5,118 )
Ending balance
$
54,582
$
36,902
$
54,582
$
36,902
Net income (loss) on equity method investments represents our share of the income or loss of the equity method investments.
Infinitum
During 2022, we purchased shares of Series D Preferred Stock (“Series D Preferred Stock”) in Infinitum for $ 42.0 million. Infinitum is a Texas-based startup developer and manufacturer of electric motors featuring printed circuit board stators. On September 8, 2023, we purchased shares of Series E Preferred Stock (“Series E Preferred Stock” and, together with the “Series D Preferred Stock,” the “Infinitum Preferred Stock”) in Infinitum for $ 24.6 million. The Infinitum Preferred Stock provides for non-cumulative dividends when and if declared by Infinitum’s board of directors. Each share of Infinitum Preferred Stock is convertible, at any time, at our option, into shares of common stock of Infinitum. We account for our ownership interest in Infinitum as an equity investment without a readily determinable fair value. Absent an observable price change, it is not practicable to estimate the fair value of our investment in Infinitum because of the lack of a quoted market price for our ownership interests. Therefore, we use a measurement alternative other than fair value to account for our investment.
As a development-stage company, Infinitum periodically may initiate new funding rounds to raise capital. Should Infinitum initiate a new round of funding at a valuation less than the carrying amount of our Infinitum Preferred Stock, an impairment in our investment could be necessary in future periods.
Ascend
On August 22, 2023, we purchased shares of Series D Preferred Stock (the “Ascend Series D Preferred Stock”) in Ascend for $ 25.0 million which was accounted for as an equity investment without a readily determinable fair value because of the lack of quoted market prices. Ascend is a U.S.-based manufacturer and recycler of sustainable, engineered battery materials for electric vehicles. In June 2025, Ascend raised new capital through a convertible note financing. Under the terms of the convertible note and the resulting recapitalization, all existing shares of each outstanding series of preferred stock were converted into common stock on a 1 :1 basis for stockholders that participated in the convertible note purchase, or on a 3 :1 basis if they did not participate.
12
Table of Contents
We elected to participate in the recapitalization of Ascend with a $ 3.0 million commitment to purchase convertible debt. We have funded $ 2.9 million of this commitment as of September 30, 2025. The convertible notes provide for a redemption in two years for an amount equal to the greater of (a) a multiple of each stockholder’s investment in the convertible notes as determined by the level of participation or (b) the principal amount of each stockholder’s investment in the convertible notes plus an annual interest rate of 15 % . Based on our level of participation, our convertible notes provide for a multiple of 12 times our funded commitment at redemption. We concluded that these convertible notes represent available-for-sale debt securities. We do not intend to sell our debt securities (which are subject to certain transfer restrictions) and believe it is likely that we will not be required to sell them before redemption. As a result of our participation in the recapitalization, our shares of Ascend Series D Preferred Stock converted into common stock on a 1 :1 basis.
The following table reflects our debt securities holdings:
September 30, 2025
Cost Basis
Unrealized Gains (1)
Fair Value
(in thousands)
Debt Securities
$
2,959
$
10,234
$
13,193
(1) Unrealized gains in our debt securities are included in the Change in unrealized gains (losses) on debt securities line item within our condensed consolidated statements of comprehensive income.
As discussed in Note 4 – Fair Value Measurements, we determined the fair value of the debt securities was $ 13.2 million as of September 30, 2025.
During the second quarter of 2025, we determined that the common stock we hold in Ascend as a result of the conversion had no value using the same models used to determine the fair value of our debt securities. This resulted in an impairment charge of $ 25.0 million included in our condensed consolidated statements of income. The $ 25.0 million impairment charge is a Level 3 fair value measurement and is included within our Other, Corporate and Elimination category.
The following table presents quantitative information about certain significant unobservable inputs used in this fair value measurement:
Valuation Technique(s)
Unobservable Input
Range/Amount
(Average) (a)
Common Stock
Option-pricing approach methodology
Industry volatility
29.10 % - 70.86 % ( 49.98 %)
Estimated time to exit
2.0 - 4.0 ( 3.0 ) years
Income approach methodology
Forecasted future cash flow
$ 906.6 - $ 1,285.9 ($ 1,096.3 ) million
Cost of capital
11.25 % - 16.58 % ( 13.92 %)
(a) Averages represent the arithmetic average of the inputs and is not weighted by a relative fair value or notional amount .
13
Table of Contents
8. LONG-TERM DEBT
Long-term debt consists of the following:
Unamortized Discount and
Principal
Debt Issuance Costs
September 30,
December 31,
September 30,
December 31,
2025
2024
2025
2024
(in thousands)
Revolving credit facility
$
—
$
—
$
( 5,563 )
$
( 7,231 )
Term loan
35,156
45,703
( 982 )
( 1,276 )
8.625 % Senior notes due 2029
400,000
400,000
( 7,266 )
( 8,720 )
Securitization facility
—
—
—
—
February 2024 equipment financing
35,133
44,684
—
—
470,289
490,387
( 13,811 )
( 17,227 )
Less current maturities
( 27,755 )
( 26,669 )
4,394
4,394
Total long-term debt
$
442,534
$
463,718
$
( 9,417 )
$
( 12,833 )
Credit Facility
On January 13, 2023, Alliance Coal, as borrower, entered into a Credit Agreement with various financial institutions which was amended on June 12, 2024 (the “Credit Agreement”). The Credit Agreement provides for a $ 425.0 million revolving credit facility which includes a sublimit of $ 15.0 million for swingline borrowings and permits the issuance of letters of credit up to the full amount of the Credit Facility (the “Revolving Credit Facility”), and for a term loan in an aggregate principal amount of $ 75.0 million (the “Term Loan”). The Revolving Credit Facility also includes an incremental facility providing for an increase of $ 100.0 million at our option subject to lenders agreeing to participate in such incremental facility. The Credit Agreement matures on March 9, 2028, at which time the aggregate outstanding principal amount of all Revolving Credit Facility advances and all Term Loan advances are required to be repaid in full. Interest is payable quarterly, with principal on the Term Loan due in quarterly installments equal to 6.25 % of the outstanding balance of the Term Loan on the Credit Agreement amendment date beginning with the quarter ended June 30, 2024.
The Credit Agreement is guaranteed by ARLP and certain of its subsidiaries, including the Intermediate Partnership and most of the direct and indirect subsidiaries of Alliance Coal (the “Subsidiary Guarantors”). The Credit Agreement also is secured by substantially all of the assets of the Subsidiary Guarantors and Alliance Coal. Borrowings under the Credit Agreement bear interest, at our option, at either (i) an adjusted one-month, three-month or six-month term rate based on the secured overnight financing rate published by the Federal Reserve Bank of New York, plus the applicable margin or (ii) the base rate plus the applicable margin. The base rate is the highest of (i) the Overnight Bank Funding Rate plus 0.50 %, (ii) the Administrative Agent’s prime rate, and (iii) the Daily Simple Secured Overnight Financing Rate plus 100 basis points. The applicable margin for borrowings under the Credit Agreement are determined by reference to the Consolidated Debt to Consolidated Cash Flow Ratio. For borrowings under the Term Loan, we elected the one-month term rate, with applicable margin, which was 7.92 % as of September 30, 2025. At September 30, 2025, we had $ 41.0 million of letters of credit outstanding with $ 384.0 million available for borrowing under the Revolving Credit Facility. We incur an annual commitment fee of 0.50 % on the undrawn portion of the Revolving Credit Facility. We utilize the Credit Agreement, as appropriate, for working capital requirements, capital expenditures and investments, scheduled debt payments and distribution payments.
The Credit Agreement contains various restrictions affecting Alliance Coal and its subsidiaries, including, among other things, restrictions on incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates. In each case, these restrictions are subject to various exceptions. In addition, restrictions apply to cash distributions by Alliance Coal to the Intermediate Partnership if such distribution would result in exceeding the debt of Alliance Coal to cash flow ratio (as determined in the Credit Agreement) being more than 1.0 to 1.0 or in Alliance Coal having liquidity of less than $ 200 million. The Credit Agreement requires us to maintain (a) a debt of Alliance Coal to cash flow ratio of not more than 1.5 to 1.0, (b) a consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio of not more than 2.5 to 1.0 and (c) an interest coverage ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters. The debt of Alliance Coal to cash flow ratio, consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio, and interest coverage ratio were 0.15 to 1.0, 0.97
14
Table of Contents
to 1.0 and 36.97 to 1.0, respectively, for the trailing twelve months ended September 30, 2025. We were in compliance with the covenants of the Credit Agreement as of September 30, 2025 and anticipate remaining in compliance with the covenants.
8.625% Senior Notes due 2029
On June 12, 2024, the Intermediate Partnership and Alliance Resource Finance Corporation (as co-issuer), a wholly owned subsidiary of the Intermediate Partnership (“Alliance Finance”), issued an aggregate principal amount of $ 400.0 million of senior unsecured notes due 2029 (the “2029 Senior Notes”) in a private placement to qualified institutional buyers. The 2029 Senior Notes have a term of five years , maturing on June 15, 2029 and accrue interest at an annual rate of 8.625 % . Interest is payable semi-annually in arrears on each June 15 and December 15. The 2029 Senior Notes are guaranteed, jointly and severally, on a senior unsecured basis by ARLP, certain of ARLP’s wholly owned oil and gas and coal royalties subsidiaries and each of ARLP’s subsidiaries that guarantee obligations under the Credit Agreement. The indenture governing the 2029 Senior Notes contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of distributions or similar restricted payments, undertaking transactions with affiliates and limitations on asset sales.
At any time prior to June 15, 2026, the issuers may redeem up to 35 % of the aggregate principal amount of the 2029 Senior Notes at a redemption price equal to 108.625 % of the principal amount redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net proceeds from one or more equity offerings. The issuers may also redeem all or a part of the 2029 Senior Notes at any time on or after June 15, 2026, at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2026, the issuers may redeem the 2029 Senior Notes at a redemption price equal to the principal amount plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, if prior to June 15, 2026, a Specified Minerals Disposition (as defined in the indenture governing the 2029 Senior Notes and which involves oil and gas mineral interests) occurs, the issuers will be required to make an offer to purchase up to 40 % of the aggregate principal amount of 2029 Senior Notes then outstanding at an offer price in cash in an amount equal to 108.625 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Accounts Receivable Securitization
Certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership are party to a $ 75.0 million accounts receivable securitization facility (“Securitization Facility”) which matures in January 2026. Under the Securitization Facility, certain subsidiaries sell certain trade receivables on an ongoing basis to our Intermediate Partnership, which then sells the trade receivables to AROP Funding, LLC (“AROP Funding”), a wholly owned bankruptcy-remote special purpose subsidiary of our Intermediate Partnership, which in turn borrows on a revolving basis up to $ 75.0 million secured by the trade receivables. After the sale, Alliance Coal, as servicer of the assets, collects the receivables on behalf of AROP Funding. The Securitization Facility bears interest based on a short-term bank yield index. On September 30, 2025, we had $11.7 million of letters of credit outstanding with $63.3 million available for borrowing under the Securitization Facility. The agreement governing the Securitization Facility contains customary terms and conditions, including limitations with regards to certain customer credit ratings.
February 2024 Equipment Financing
On February 28, 2024, Alliance Coal entered into an equipment financing arrangement accounted for as debt, wherein Alliance Coal received $ 54.6 million in exchange for conveying its interest in certain equipment owned indirectly by Alliance Coal and entering into a master lease agreement for that equipment (the “February 2024 Equipment Financing”). The February 2024 Equipment Financing contains customary terms and events of default and provides for forty-eight monthly payments with an implicit interest rate of 8.29 % , maturing on February 28, 2028. Upon maturity, the equipment will revert to Alliance Coal.
15
Table of Contents
9. WORKERS’ COMPENSATION AND PNEUMOCONIOSIS
The changes in the workers’ compensation liability, including current and long-term liability balances, for each of the periods presented were as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Beginning balance
$
49,234
$
47,194
$
47,870
$
47,975
Changes in accruals
3,418
3,658
10,213
10,148
Payments
( 3,608 )
( 3,784 )
( 10,672 )
( 11,278 )
Interest accretion
569
509
1,706
1,527
Valuation loss (gain) (1)
—
—
496
( 795 )
Ending balance
$
49,613
$
47,577
$
49,613
$
47,577
(1) Our estimate of the liability for the present value of current workers′ compensation benefits is based on our actuarial calculations. Our actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claims development patterns, mortality, medical costs and interest rates. The valuation loss in 2025 is due to a decrease in the discount rate from 5.17 % on December 31, 2024 to 4.92 % on June 30, 2025. The valuation gain in 2024 is due to an increase in the discount rate from 4.66 % on December 31, 2023 to 5.18 % on June 30, 2024.
We limit our exposure to traumatic injury claims by purchasing a high deductible insurance policy that starts paying benefits after deductibles for a claim have been met. The deductible level may vary by claim year. Our workers’ compensation liability above is presented on a gross basis and does not include our expected receivables from our insurance policy. Our receivables for traumatic injury claims under this policy as of September 30, 2025 are $ 3.7 million and are included in Other long-term assets on our condensed consolidated balance sheet.
Certain of our mine operating entities are liable under state statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to pay pneumoconiosis, or black lung, benefits to eligible employees and former employees and their dependents. Components of the net periodic benefit cost for each of the periods presented are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Service cost
$
864
$
864
$
2,612
$
2,583
Interest cost (1)
1,677
1,558
5,029
4,674
Net amortization (1)
232
839
696
2,517
Net periodic benefit cost
$
2,773
$
3,261
$
8,337
$
9,774
(1) Interest cost and net amortization are included in the Other income (expense) line item within our condensed consolidated statements of income.
16
Table of Contents
10. COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS
Eligible employees at certain of our mining operations participate in a defined benefit plan (the “Pension Plan”) that we sponsor. The Pension Plan is currently closed to new applicants and participants in the Pension Plan are no longer receiving benefit accruals for service. The benefit formula for the Pension Plan is a fixed dollar unit based on years of service. Components of the net periodic benefit credit for each of the periods presented are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Interest cost
$
1,311
$
1,289
$
3,931
$
3,817
Expected return on plan assets
( 1,713 )
( 1,752 )
( 5,131 )
( 5,278 )
Amortization of prior service cost
2
47
7
140
Amortization of net loss
—
136
—
245
Net periodic benefit credit (1)
$
( 400 )
$
( 280 )
$
( 1,193 )
$
( 1,076 )
(1) Net periodic benefit credit for the Pension Plan is included in the Other income (expense) line item within our condensed consolidated statements of income.
We do not expect to make material contributions to the Pension Plan during 2025.
11. CONTINGENCIES
Certain of our subsidiaries are party to litigation in which the plaintiffs allege violations of the Fair Labor Standards Act and state law due to alleged failure to compensate for time “donning” and “doffing” equipment and to account for certain bonuses in the calculation of overtime rates and pay. The plaintiffs in these cases sought class and collective action certification, which we opposed. In April 2024, we entered into a settlement agreement with the plaintiffs pursuant to which we agreed to settle such litigation for $ 15.3 million. Following preliminary approval of the settlement on July 10, 2025, we paid $ 15.3 million into an escrow account. On October 23, 2025, a hearing was held, at which the court considered final approval of the settlement. On November 3, 2025, the court entered an order approving the parties’ settlement, subject to plaintiff’s counsel submitting an updated motion for costs and the settlement administrator’s proper and timely administration of the settlement funds. We believe our ultimate exposure, if any should litigation resume, will not be material to our results of operations or financial position; however, if our current belief as to the merit of the claims is not upheld and if litigation were to resume, it is reasonably possible that the ultimate resolution of these matters could result in a potential loss that may be material to our results of operations.
We also have various other lawsuits, claims and regulatory proceedings incidental to our business that are pending against the ARLP Partnership. We record an accrual for a potential loss related to these matters when, in management’s opinion, such loss is probable and reasonably estimable. Based on known facts and circumstances, we believe the ultimate outcome of these outstanding lawsuits, claims and regulatory proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity. However, if the results of these matters are different from management’s current expectations and in amounts greater than our accruals, such matters could have a material adverse effect on our business and operations.
17
Table of Contents
12. PARTNERS’ CAPITAL
Distributions
Distributions paid or declared during 2024 and 2025 were as follows:
Payment Date
Per Unit Cash Distribution
Total Cash Distribution
(in thousands)
February 14, 2024
$
0.70
$
91,246
May 15, 2024
0.70
90,736
August 14, 2024
0.70
90,725
November 14, 2024
0.70
90,723
Total
$
2.80
$
363,430
February 14, 2025
$
0.70
$
90,891
May 15, 2025
0.70
90,739
August 14, 2025
0.60
77,776
November 14, 2025 (1)
0.60
Total
$
2.60
$
259,406
(1) On October 27, 2025, we declared this quarterly distribution payable on November 14, 2025 to all unitholders of record as of November 7, 2025.
18
Table of Contents
Change in Partners’ Capital
The following tables present the quarterly change in Partners' Capital for the nine months ended September 30, 2025 and 2024:
Accumulated
Number of
Limited
Other
Limited Partner
Partners'
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Income (Loss)
Interest
Capital
(in thousands, except unit data)
Balance at January 1, 2025
128,061,981
$
1,867,850
$
( 35,103 )
$
20,786
$
1,853,533
Comprehensive income:
Net income
—
73,983
—
1,577
75,560
Other comprehensive income
—
—
270
—
270
Total comprehensive income
75,830
Settlement of deferred compensation plans
366,043
( 7,082 )
—
—
( 7,082 )
Common unit-based compensation
—
1,964
—
—
1,964
Distributions on deferred common unit-based compensation
—
( 1,247 )
—
—
( 1,247 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,894 )
( 1,894 )
Distributions to Partners
—
( 89,644 )
—
—
( 89,644 )
Balance at March 31, 2025
128,428,024
1,845,824
( 34,833 )
20,469
1,831,460
Comprehensive income:
Net income
—
59,410
—
1,615
61,025
Other comprehensive income
—
—
11,194
—
11,194
Total comprehensive income
72,219
Common unit-based compensation
—
2,281
—
—
2,281
Distributions on deferred common unit-based compensation
—
( 841 )
—
—
( 841 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 2,731 )
( 2,731 )
Distributions to Partners
—
( 89,898 )
—
—
( 89,898 )
Balance at June 30, 2025
128,428,024
$
1,816,776
$
( 23,639 )
$
19,353
$
1,812,490
Comprehensive income:
Net income
—
95,104
—
1,714
96,818
Other comprehensive income
—
—
( 400 )
—
( 400 )
Total comprehensive income
96,418
Common unit-based compensation
—
2,297
—
—
2,297
Distributions on deferred common unit-based compensation
—
( 718 )
—
—
( 718 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 2,372 )
( 2,372 )
Distributions to Partners
—
( 77,058 )
—
—
( 77,058 )
Balance at September 30, 2025
128,428,024
$
1,836,401
$
( 24,039 )
$
18,695
$
1,831,057
19
Table of Contents
Accumulated
Number of
Limited
Other
Limited Partner
Partners'
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Income (Loss)
Interest
Capital
(in thousands, except unit data)
Balance at January 1, 2024
127,125,437
$
1,896,027
$
( 61,525 )
$
24,095
$
1,858,597
Cumulative-effect adjustment
—
6,232
—
—
6,232
Comprehensive income:
Net income
—
158,057
—
1,510
159,567
Actuarially determined long-term liability adjustments
—
—
923
—
923
Total comprehensive income
160,490
Settlement of deferred compensation plans
936,544
( 13,292 )
—
—
( 13,292 )
Common unit-based compensation
—
2,604
—
—
2,604
Distributions on deferred common unit-based compensation
—
( 2,261 )
—
—
( 2,261 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,981 )
( 1,981 )
Distributions to Partners
—
( 88,985 )
—
—
( 88,985 )
Balance at March 31, 2024
128,061,981
1,958,382
( 60,602 )
23,624
1,921,404
Comprehensive income:
Net income
—
100,187
—
1,322
101,509
Actuarially determined long-term liability adjustments
—
—
957
—
957
Total comprehensive income
102,466
Common unit-based compensation
—
2,926
—
—
2,926
Distributions on deferred common unit-based compensation
—
( 1,091 )
—
—
( 1,091 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,942 )
( 1,942 )
Distributions to Partners
—
( 89,645 )
—
—
( 89,645 )
Balance at June 30, 2024
128,061,981
$
1,970,759
$
( 59,645 )
$
23,004
$
1,934,118
Comprehensive income:
Net income
—
86,281
—
635
86,916
Actuarially determined long-term liability adjustments
—
—
1,022
—
1,022
Total comprehensive income
87,938
Settlement of deferred compensation plans
( 2,252 )
—
—
( 2,252 )
Common unit-based compensation
—
3,032
—
—
3,032
Distributions on deferred common unit-based compensation
—
( 1,082 )
—
—
( 1,082 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,883 )
( 1,883 )
Distributions to Partners
—
( 89,643 )
—
—
( 89,643 )
Other
—
( 5,118 )
—
—
( 5,118 )
Balance at September 30, 2024
128,061,981
$
1,961,977
$
( 58,623 )
$
21,756
$
1,925,110
20
Table of Contents
13. COMMON UNIT-BASED COMPENSATION PLAN
Long-Term Incentive Plan
A summary of non-vested Long-Term Incentive Plan (“LTIP”) grants of restricted units is as follows:
Number of units
Weighted average grant date fair value per unit
Intrinsic value
(in thousands)
Non-vested grants at January 1, 2025
1,458,564
$
17.60
$
38,346
Granted (1)
376,853
26.92
Vested (2)
( 625,649 )
13.62
Forfeited
( 17,525 )
21.39
Non-vested grants at September 30, 2025
1,192,243
22.58
30,140
(1) The restricted units granted during 2025 have certain minimum-value guarantees per unit, regardless of whether the awards vest.
(2) During the nine months ended September 30, 2025, we issued 366,043 unrestricted common units to the LTIP participants. The remaining vested units were withheld to satisfy tax withholdings.
LTIP expense for grants of restricted units was $ 2.3 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 6.5 million and $ 6.8 million for the nine months ended September 30, 2025 and 2024, respectively. The total obligation associated with LTIP grants of restricted units as of September 30, 2025 was $ 14.9 million and is included in the partners’ capital Limited partners-common unitholders line item on our condensed consolidated balance sheets. As of September 30, 2025, there was $ 12.1 million in total unrecognized compensation expense related to the non-vested LTIP restricted unit grants that are expected to vest. That expense is expected to be recognized over a weighted-average period of 1.2 years.
21
Table of Contents
14. REVENUE FROM CONTRACTS WITH CUSTOMERS
The following table illustrates the disaggregation of our revenues by type, including a reconciliation to our segment presentation as presented in Note 17 – Segment Information.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Three Months Ended September 30, 2025
Coal sales
$
337,377
$
174,216
$
—
$
—
$
—
$
511,593
Oil & gas royalties
—
—
32,055
—
—
32,055
Coal royalties
—
—
—
24,662
( 24,662 )
—
Transportation revenues
4,725
2,976
—
—
—
7,701
Other revenues
1,790
675
703
—
16,850
20,018
Total revenues
$
343,892
$
177,867
$
32,758
$
24,662
$
( 7,812 )
$
571,367
Three Months Ended September 30, 2024
Coal sales
$
337,816
$
194,831
$
—
$
—
$
—
$
532,647
Oil & gas royalties
—
—
34,448
—
—
34,448
Coal royalties
—
—
—
16,647
( 16,647 )
—
Transportation revenues
16,764
7,853
—
—
—
24,617
Other revenues
2,331
479
240
—
18,807
21,857
Total revenues
$
356,911
$
203,163
$
34,688
$
16,647
$
2,160
$
613,569
Nine Months Ended September 30, 2025
Coal sales
$
1,014,452
$
451,121
$
—
$
—
$
—
$
1,465,573
Oil & gas royalties
—
—
103,612
—
—
103,612
Coal royalties
—
—
—
58,069
( 58,069 )
—
Transportation revenues
16,417
10,042
—
—
—
26,459
Other revenues
6,265
2,183
1,560
—
53,646
63,654
Total revenues
$
1,037,134
$
463,346
$
105,172
$
58,069
$
( 4,423 )
$
1,659,298
Nine Months Ended September 30, 2024
Coal sales
$
1,040,419
$
566,766
$
—
$
—
$
—
$
1,607,185
Oil & gas royalties
—
—
107,907
—
—
107,907
Coal royalties
—
—
—
51,933
( 51,933 )
—
Transportation revenues
61,810
20,261
—
—
—
82,071
Other revenues
7,284
2,362
563
9
51,235
61,453
Total revenues
$
1,109,513
$
589,389
$
108,470
$
51,942
$
( 698 )
$
1,858,616
The following table illustrates the beginning and ending balances of our trade receivables:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Beginning balance
$
177,659
$
226,436
$
166,829
$
282,622
Ending balance
$
169,883
$
198,647
$
169,883
$
198,647
22
Table of Contents
The following table illustrates the amount of our transaction price for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of September 30, 2025 and disaggregated by segment and contract duration.
2028 and
2025
2026
2027
Thereafter
Total
(in thousands)
Illinois Basin Coal Operations coal revenues
$
311,678
$
1,105,073
$
698,421
$
733,861
$
2,849,033
Appalachia Coal Operations coal revenues
261,344
301,991
241,705
218,920
1,023,960
Total coal revenues
$
573,022
$
1,407,064
$
940,126
$
952,781
$
3,872,993
15. INCOME TAXES
Components of income tax expense are as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Current:
Federal
$
4,005
$
4,567
$
13,068
$
13,791
State
90
320
695
975
4,095
4,887
13,763
14,766
Deferred:
Federal
1,391
( 712 )
1,207
( 1,678 )
State
400
( 52 )
446
( 156 )
1,791
( 764 )
1,653
( 1,834 )
Income tax expense
$
5,886
$
4,123
$
15,416
$
12,932
The effective income tax rates for our income tax expense for the three and nine months ended September 30, 2025 and 2024 are less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.
Our 2020 through 2024 tax years remain open to examination by tax authorities, and lower-tier partnership income tax returns for the tax years ended December 31, 2020 and 2021 are being audited by the Internal Revenue Service.
16 . EARNINGS PER LIMITED PARTNER UNIT
We utilize the two-class method in calculating basic and diluted earnings per limited partner unit (“EPU”). Net income attributable to ARLP is allocated to limited partners and participating securities with nonforfeitable distributions or distribution equivalents, while net losses attributable to ARLP are allocated only to limited partners but not to participating securities. During 2025, our participating securities represent outstanding restricted unit awards under our LTIP. During 2024, our participating securities also included phantom units in notional accounts under our Supplemental Executive Retirement Plan (“SERP”) and the MGP Amended and Restated Deferred Compensation Plan for Directors (“Directors’ Deferred Compensation Plan”). The SERP and Directors’ Deferred Compensation Plan were terminated and settled in December 2024 and no longer have participating securities that receive an allocation of income.
23
Table of Contents
The following is a reconciliation of net income attributable to ARLP used for calculating basic and diluted earnings per unit and the weighted-average units used in computing EPU:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands, except per unit data)
Net income attributable to ARLP
$
95,104
$
86,281
$
228,497
$
344,525
Less:
Distributions to participating securities
( 715 )
( 1,616 )
( 2,260 )
( 4,984 )
Undistributed earnings attributable to participating securities
( 160 )
—
—
( 1,378 )
Net income attributable to ARLP available to limited partners
$
94,229
$
84,665
$
226,237
$
338,163
Weighted-average limited partner units outstanding – basic and diluted
128,428
128,062
128,374
127,932
Earnings per limited partner unit - basic and diluted (1)
$
0.73
$
0.66
$
1.76
$
2.64
(1) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. For the three and nine months ended September 30, 2025, participating securities of 665 and 703 , respectively, were considered anti-dilutive under the treasury stock method. For the three and nine months ended September 30, 2024, participating securities of 1,863 and 1,915 , respectively, were considered anti-dilutive under the treasury stock method .
17. SEGMENT INFORMATION
We operate in the United States as a diversified natural resource company that generates operating and royalty income from the production and marketing of coal to major domestic utilities, industrial users and international customers as well as royalty income from oil & gas mineral interests. We aggregate multiple operating segments into four reportable segments, Illinois Basin Coal Operations, Appalachia Coal Operations, Oil & Gas Royalties and Coal Royalties. We also have an “all other” category referred to as Other, Corporate and Elimination. Our two coal operations reportable segments correspond to major coal producing regions in the eastern United States with similar economic characteristics including coal quality, geology, coal marketing opportunities, mining and transportation methods and regulatory issues. The two coal operations reportable segments include seven mining complexes operating in Illinois, Indiana, Kentucky, Maryland, Pennsylvania, and West Virginia and a coal loading terminal in Indiana on the Ohio River. Our Oil & Gas Royalties reportable segment includes our oil & gas mineral interests which are located primarily in the Permian (Delaware and Midland), Anadarko (SCOOP/STACK) and Williston (Bakken) basins. The operations within our Oil & Gas Royalties reportable segment primarily include receiving royalties and lease bonuses for our oil & gas mineral interests. Our Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties, which are either (a) leased to our mining complexes or (b) near our coal mining operations but not yet leased.
The Illinois Basin Coal Operations reportable segment includes (a) the Gibson County Coal, LLC’s mining complex, (b) the Warrior Coal, LLC mining complex, (c) the River View mining complex, which includes the River View and Henderson County mines and (d) the Hamilton mining complex. The segment also includes our Mt. Vernon Transfer Terminal, LLC (“Mt. Vernon”) coal loading terminal in Indiana which operates on the Ohio River, Mid-America Carbonates, LLC and other support services, and our non-operating mining complexes.
The Appalachia Coal Operations reportable segment includes (a) the Mettiki mining complex, (b) the Tunnel Ridge, LLC mining complex and (c) the MC Mining complex.
The Oil & Gas Royalties reportable segment includes oil & gas mineral interests held by Alliance Minerals through its consolidated subsidiaries as well as equity interests held in AllDale III (Note 3 – Variable Interest Entities).
24
Table of Contents
The Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties that are (a) leased to certain of our mining complexes in the Illinois Basin and Appalachia Basin or (b) located near our operations and external mining operations.
Other, Corporate and Elimination includes marketing and administrative activities, certain of our subsidiaries, primarily consisting of Matrix Design Group, LLC, its subsidiaries, and Alliance Design Group, LLC (collectively referred to as "Matrix Group"), Bitiki KY, LLC, which holds our crypto-mining activities (see Note 6 – Digital Assets), our non oil & gas equity investments (see Note 3 – Variable Interest Entities and Note 7 – Investments), Wildcat Insurance, LLC which assists the ARLP Partnership with its insurance requirements, AROP Funding and Alliance Finance (both discussed in Note 8 – Long-Term Debt). The eliminations included in Other, Corporate and Elimination primarily represent the intercompany coal royalty transactions described above between our Coal Royalties reportable segment and our coal operations’ mines.
25
Table of Contents
Reportable segment results are presented below.
Coal Operations
Royalties
Illinois
Basin
Appalachia
Oil & Gas
Coal
Total
(in thousands)
Three Months Ended September 30, 2025
Revenues - Outside
$
343,892
$
177,867
$
32,758
$
—
$
554,517
Revenues - Intercompany
—
—
—
24,662
24,662
Total revenues (1)
343,892
177,867
32,758
24,662
579,179
Less:
Segment Adjusted EBITDA Expense (2)
233,806
120,802
4,052
7,572
366,232
Transportation expenses
4,725
2,976
—
—
7,701
Other segment items (3)
—
—
986
—
986
Segment Adjusted EBITDA (4)
105,361
54,089
27,720
17,090
204,260
Capital expenditures (6)
50,167
13,631
—
165
63,963
Three Months Ended September 30, 2024
Revenues - Outside
$
356,911
$
203,163
$
34,688
$
—
$
594,762
Revenues - Intercompany
—
—
—
16,647
16,647
Total revenues (1)
356,911
203,163
34,688
16,647
611,409
Less:
Segment Adjusted EBITDA Expense (2)
225,498
157,792
5,844
5,589
394,723
Transportation expenses
16,764
7,853
—
—
24,617
Other segment items (3)
—
—
138
—
138
Segment Adjusted EBITDA (4)
114,649
37,518
28,706
11,058
191,931
Capital expenditures (6)
68,512
32,471
—
—
100,983
Nine Months Ended September 30, 2025
Revenues - Outside
$
1,037,134
$
463,346
$
105,172
$
—
$
1,605,652
Revenues - Intercompany
—
—
—
58,069
58,069
Total revenues (1)
1,037,134
463,346
105,172
58,069
1,663,721
Less:
Segment Adjusted EBITDA Expense (2)
674,954
354,199
14,331
19,767
1,063,251
Transportation expenses
16,417
10,042
—
—
26,459
Other segment items (3)
—
—
3,354
—
3,354
Segment Adjusted EBITDA (4)
345,763
99,105
87,487
38,302
570,657
Total assets (5)
1,046,853
477,756
861,938
303,521
2,690,068
Capital expenditures (6)
152,824
59,685
—
312
212,821
Nine Months Ended September 30, 2024
Revenues - Outside
$
1,109,513
$
589,389
$
108,470
$
9
$
1,807,381
Revenues - Intercompany
—
—
—
51,933
51,933
Total revenues (1)
1,109,513
589,389
108,470
51,942
1,859,314
Less:
Segment Adjusted EBITDA Expense (2)
674,753
412,056
15,419
18,485
1,120,713
Transportation expenses
61,810
20,261
—
—
82,071
Other segment items (3)
—
—
1,685
—
1,685
Segment Adjusted EBITDA (4)
372,950
157,072
91,366
33,457
654,845
Total assets (5)
1,029,389
534,449
806,332
313,044
2,683,214
Capital expenditures (6)
230,618
91,715
—
—
322,333
26
Table of Contents
(1) The following is a reconciliation of our total segment revenues to total consolidated revenues:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Total segment revenues
$
579,179
$
611,409
$
1,663,721
$
1,859,314
Other, Corporate and Elimination revenues - Outside
16,850
18,807
53,646
51,235
Other, Corporate and Elimination revenues - Intercompany
( 24,662 )
( 16,647 )
( 58,069 )
( 51,933 )
Total consolidated revenues
$
571,367
$
613,569
$
1,659,298
$
1,858,616
Revenues included in Other, Corporate and Elimination are attributable to intercompany eliminations, which are primarily intercompany coal royalties eliminations, outside revenues at the Matrix Group and other outside miscellaneous sales and revenue activities.
(2) Segment Adjusted EBITDA Expense includes operating expenses, coal purchases, if applicable, and other income or expense as adjusted to remove certain items from operating expenses that we characterize as unrepresentative of our ongoing operations. Segment Adjusted EBITDA Expense is used as a financial measure by our management to assess the operating performance of our segments. Segment Adjusted EBITDA Expense is a key component of Segment Adjusted EBITDA in addition to coal sales, royalty revenues and other revenues. The exclusion of corporate general and administrative expenses from Segment Adjusted EBITDA Expense allows management to focus solely on the evaluation of segment operating performance as it primarily relates to our operating expenses.
(3) Other segment items include:
Oil & Gas Royalties – equity method investment income from AllDale III and income allocated to noncontrolling interest
(4) Segment Adjusted EBITDA is defined as net income attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization and general and administrative expenses adjusted for certain items that we characterize as unrepresentative of our ongoing operations. Segment Adjusted EBITDA is used as a financial measure by Mr. Craft, who is also our chief operating decision maker (“CODM”), other management and by external users of our financial statements such as investors, commercial banks, research analysts and others. Our CODM uses Segment Adjusted EBITDA in assessing segment performance and deciding how to allocate resources. Segment Adjusted EBITDA provides useful information to our CODM and investors regarding our performance and results of operations because Segment Adjusted EBITDA (i) provides additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provides investors with the financial analytical framework upon which we base financial, operational, compensation and planning decisions, (iii) presents a measurement that investors, rating agencies and debt holders have indicated is useful in assessing us and our results of operations and (iv) allows our CODM and management to focus solely on the evaluation of segment operating profitability as it relates to our revenues and operating expenses, which are primarily controlled by our segments.
27
Table of Contents
The following is a reconciliation of total Segment Adjusted EBITDA for our segments to consolidated income before income taxes:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Segment Adjusted EBITDA – total segments
$
204,260
$
191,931
$
570,657
$
654,845
Other, Corporate and Elimination profit (loss)
2,926
342
( 652 )
( 14 )
General and administrative
( 21,373 )
( 21,878 )
( 62,333 )
( 64,569 )
Depreciation, depletion and amortization
( 78,211 )
( 72,971 )
( 223,180 )
( 204,974 )
Interest expense, net
( 10,351 )
( 7,352 )
( 26,600 )
( 21,018 )
Change in fair value of digital assets
3,739
332
11,021
8,437
Impairment loss on investments
—
—
( 25,000 )
—
Litigation expense accrual
—
—
—
( 15,250 )
Noncontrolling interest
1,714
635
4,906
3,467
Income before income taxes
$
102,704
$
91,039
$
248,819
$
360,924
Other, Corporate and Elimination profit (loss) represents profit (loss) from operating segments below the quantitative thresholds when determining our reportable segments as well as the elimination of intersegment profit (loss) between our reportable segments. The operating segments included are those described as part of our Other, Corporate and Eliminations category.
(5) The following is a reconciliation of our total segment assets to total consolidated assets:
September 30,
2025
2024
(in thousands)
Total segment assets
$
2,690,068
$
2,683,214
Other, Corporate and Elimination total assets
218,273
348,959
Total consolidated assets
$
2,908,341
$
3,032,173
(6) Capital expenditures excludes $ 0.8 million and $ 3.5 million paid towards oil & gas reserve acquisitions for the three and nine months ended September 30, 2025, respectively and $ 10.5 million and $ 15.2 million paid towards oil & gas reserve acquisitions for the three and nine months ended September 30, 2024, respectively.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
(in thousands)
Total segment capital expenditures
$
63,963
$
100,983
$
212,821
$
322,333
Other, Corporate and Elimination capital expenditures
765
9,315
5,700
13,253
Total consolidated capital expenditures
$
64,728
$
110,298
$
218,521
$
335,586
28
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.