ALLIANCE RESOURCE PARTNERS LP 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except unit data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2021 2020 ​ ASSETS ​ ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 34,443 ​ $ 55,574 ​ Trade receivables ​ 116,333 ​ 104,579 ​ Other receivables ​ 2,496 ​ 3,481 ​ Inventories, net ​ 84,981 ​ 56,407 ​ Advance royalties ​ 3,293 ​ 4,168 ​ Prepaid expenses and other assets 15,268 21,565 ​ Total current assets ​ 256,814 ​ 245,774 ​ PROPERTY, PLANT AND EQUIPMENT: ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, at cost ​ 3,575,120 ​ 3,554,090 ​ Less accumulated depreciation, depletion and amortization ​ ( 1,807,897 ) ​ ( 1,753,845 ) ​ Total property, plant and equipment, net ​ 1,767,223 ​ 1,800,245 ​ OTHER ASSETS: ​ ​ ​ ​ ​ ​ ​ Advance royalties ​ 65,101 ​ 56,791 ​ Equity method investments ​ 26,907 ​ 27,268 ​ Goodwill ​ ​ 4,373 ​ ​ 4,373 ​ Operating lease right-of-use assets ​ ​ 15,100 ​ ​ 15,004 ​ Other long-term assets ​ 15,662 ​ 16,561 ​ Total other assets ​ 127,143 ​ 119,997 ​ TOTAL ASSETS ​ $ 2,151,180 ​ $ 2,166,016 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND PARTNERS' CAPITAL ​ ​ ​ ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 60,140 ​ $ 47,511 ​ Accrued taxes other than income taxes ​ 22,563 ​ 25,054 ​ Accrued payroll and related expenses ​ 31,984 ​ 28,524 ​ Accrued interest ​ 12,572 ​ 5,132 ​ Workers' compensation and pneumoconiosis benefits ​ 10,646 ​ 10,646 ​ Current finance lease obligations ​ 784 ​ 766 ​ Current operating lease obligations ​ 1,837 ​ 1,854 ​ Other current liabilities ​ 15,153 ​ 21,919 ​ Current maturities, long-term debt, net ​ 55,630 ​ 73,199 ​ Total current liabilities ​ 211,309 ​ 214,605 ​ LONG-TERM LIABILITIES: ​ ​ ​ ​ ​ ​ ​ Long-term debt, excluding current maturities, net ​ 485,071 ​ 519,421 ​ Pneumoconiosis benefits ​ 105,650 ​ 105,068 ​ Accrued pension benefit ​ 42,842 ​ 46,965 ​ Workers' compensation ​ 47,015 ​ 47,521 ​ Asset retirement obligations ​ 122,060 ​ 121,487 ​ Long-term finance lease obligations ​ 1,255 ​ 1,458 ​ Long-term operating lease obligations ​ 13,260 ​ 13,078 ​ Other liabilities ​ 22,812 ​ 24,146 ​ Total long-term liabilities ​ 839,965 ​ 879,144 ​ Total liabilities ​ 1,051,274 ​ 1,093,749 ​ ​ ​ ​ ​ ​ ​ ​ ​ PARTNERS' CAPITAL: ​ ​ ​ ​ ​ ​ ​ ARLP Partners' Capital: ​ ​ ​ ​ ​ ​ ​ Limited Partners - Common Unitholders 127,195,219 units outstanding ​ 1,174,036 ​ 1,148,565 ​ Accumulated other comprehensive loss ​ ( 85,443 ) ​ ( 87,674 ) ​ Total ARLP Partners' Capital ​ 1,088,593 ​ 1,060,891 ​ Noncontrolling interest ​ ​ 11,313 ​ ​ 11,376 ​ Total Partners' Capital ​ ​ 1,099,906 ​ ​ 1,072,267 ​ TOTAL LIABILITIES AND PARTNERS' CAPITAL ​ $ 2,151,180 ​ $ 2,166,016 ​ ​ See notes to condensed consolidated financial statements. 1 Table of Contents ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES ​ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except unit and per unit data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2021 2020 SALES AND OPERATING REVENUES: ​ ​ ​ ​ ​ ​ ​ Coal sales ​ $ 287,487 ​ $ 314,637 ​ Oil & gas royalties ​ ​ 13,999 ​ ​ 14,239 ​ Transportation revenues ​ 11,068 ​ 4,739 ​ Other revenues ​ 6,068 ​ 17,148 ​ Total revenues ​ 318,622 ​ 350,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSES: ​ ​ ​ ​ ​ ​ ​ Operating expenses (excluding depreciation, depletion and amortization) ​ 196,520 ​ 234,342 ​ Transportation expenses ​ 11,068 ​ 4,739 ​ General and administrative ​ 15,504 ​ 13,438 ​ Depreciation, depletion and amortization ​ 59,202 ​ 73,921 ​ Asset impairments ​ — ​ 24,977 ​ Goodwill impairment ​ ​ — ​ 132,026 ​ Total operating expenses ​ 282,294 ​ 483,443 ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME (LOSS) FROM OPERATIONS ​ 36,328 ​ ( 132,680 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense (net of interest capitalized for the three months ended March 31, 2021 and 2020 of $ 86 and $ 557 , respectively) ​ ( 10,396 ) ​ ( 12,279 ) ​ Interest income ​ 17 ​ 52 ​ Equity method investment income ​ 62 ​ 451 ​ Other expense ​ ( 1,197 ) ​ ( 356 ) ​ INCOME (LOSS) BEFORE INCOME TAXES ​ 24,814 ​ ( 144,812 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME TAX BENEFIT ​ ( 12 ) ​ ( 105 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME (LOSS) ​ ​ 24,826 ​ ​ ( 144,707 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST ​ ( 78 ) ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME (LOSS) ATTRIBUTABLE TO ARLP ​ $ 24,748 ​ $ ( 144,783 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED ​ $ 0.19 ​ $ ( 1.14 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED ​ 127,195,219 ​ 127,072,308 ​ ​ See notes to condensed consolidated financial statements . ​ 2 Table of Contents ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES ​ CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME (LOSS) ​ $ 24,826 ​ $ ( 144,707 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE INCOME (LOSS): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Defined benefit pension plan ​ ​ ​ ​ ​ ​ ​ Amortization of prior service cost (1) ​ ​ 47 ​ ​ 46 ​ Amortization of net actuarial loss (1) ​ 1,141 ​ 1,064 ​ Total defined benefit pension plan adjustments ​ 1,188 ​ 1,110 ​ ​ ​ ​ ​ ​ ​ ​ ​ Pneumoconiosis benefits ​ ​ ​ ​ ​ ​ ​ Amortization of net actuarial loss (gain) (1) ​ 1,043 ​ ( 172 ) ​ Total pneumoconiosis benefits adjustments ​ 1,043 ​ ( 172 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER COMPREHENSIVE INCOME ​ 2,231 ​ 938 ​ ​ ​ ​ ​ ​ ​ ​ ​ COMPREHENSIVE INCOME (LOSS) ​ ​ 27,057 ​ ​ ( 143,769 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Comprehensive income attributable to noncontrolling interest ​ ​ ( 78 ) ​ ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ARLP ​ $ 26,979 ​ $ ( 143,845 ) ​ (1) Amortization of prior service cost and net actuarial gain or loss is included in the computation of net periodic benefit cost (see Notes 13 and 15 for additional details). ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES ​ $ 54,647 ​ $ 78,719 ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 31,437 ) ​ ( 50,364 ) ​ Change in accounts payable and accrued liabilities ​ 7,200 ​ ( 3,612 ) ​ Proceeds from sale of property, plant and equipment ​ 1,139 ​ 2,500 ​ Distributions received from investments in excess of cumulative earnings ​ ​ 361 ​ 142 ​ Net cash used in investing activities ​ ( 22,737 ) ​ ( 51,334 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ Borrowings under securitization facility ​ ​ — ​ 12,800 ​ Payments under securitization facility ​ ​ ( 17,800 ) ​ ( 28,200 ) ​ Payments on equipment financings ​ ​ ( 4,239 ) ​ ( 3,225 ) ​ Borrowings under revolving credit facilities ​ 10,000 ​ 70,000 ​ Payments under revolving credit facilities ​ ( 42,500 ) ​ ( 25,000 ) ​ Borrowings from line of credit ​ 1,830 ​ — ​ Payments on finance lease obligations ​ ( 185 ) ​ ( 1,510 ) ​ Payment of debt issuance costs ​ ( 6 ) ​ ( 5,758 ) ​ Payments for taxes related to net settlement of issuance of units in deferred compensation plans ​ — ​ ( 1,310 ) ​ Distributions paid to Partners ​ ​ — ​ ( 51,753 ) ​ Other ​ ( 141 ) ​ ( 288 ) ​ Net cash used in financing activities ​ ( 53,041 ) ​ ( 34,244 ) ​ NET CHANGE IN CASH AND CASH EQUIVALENTS ​ ( 21,131 ) ​ ( 6,859 ) ​ CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ​ 55,574 ​ 36,482 ​ CASH AND CASH EQUIVALENTS AT END OF PERIOD ​ $ 34,443 ​ $ 29,623 ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 2,094 ​ $ 4,533 ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL NON-CASH ACTIVITY: ​ ​ ​ ​ ​ ​ Accounts payable for purchase of property, plant and equipment ​ $ 12,931 ​ $ 10,892 ​ Right-of-use assets acquired by operating lease ​ $ — ​ $ 195 ​ Market value of common units issued under deferred compensation plans before tax withholding requirements ​ $ — ​ $ 3,837 ​ ​ 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, the holding company for the coal mining operations of Alliance Resource Operating Partners, L.P. ● References to "Alliance Minerals" mean Alliance Minerals, LLC, the holding company for the oil and gas minerals interests of Alliance Resource Operating Partners, L.P. ● References to "Alliance Resource Properties" mean Alliance Resource Properties, LLC (the land holding company for certain coal mineral interests of Alliance Resource Operating Partners, L.P.) including the subsidiaries of Alliance Resource Properties, LLC. ​ 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 March 31, 2021 and December 31, 2020 and the results of our operations, comprehensive income (loss) and cash flows for the three months ended March 31, 2021 and 2020. 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, 2020. ​ 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, 2021. ​ 5 Table of Contents 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. ​ ​ 2. LONG-LIVED ASSET IMPAIRMENTS ​ During the three months ended March 31, 2020, we recorded $ 23.5 million of non-cash asset impairment charges in our Illinois Basin Coal Operations segment due to sealing our idled Gibson North mine, resulting in its permanent closure, and a decrease in the fair value of certain mining equipment at our idled operations and greenfield coal reserves as a result of weakened coal market conditions. During the same period, we also recorded an asset impairment charge of $ 1.5 million in our Coal Royalties segment due to a decrease in the fair value of greenfield coal reserves held by Alliance Resource Properties near our coal mining operations in the Illinois Basin. See Note 16 – Segment Information for more information about our segments. ​ The fair values of the impaired assets were determined using a market approach, which represents Level 3 fair value measurements under the fair value hierarchy. The fair value analysis used assumptions regarding the marketability of certain mining and reserve assets near our Illinois Basin coal mining operations. ​ 3. GOODWILL IMPAIRMENT ​ During the three months ended March 31, 2020, we considered whether an interim test of our consolidated goodwill of $ 136.4 million was necessary. Our consolidated goodwill included $ 132.0 million recorded in our Illinois Basin Coal Operations segment in conjunction with our acquisition of the Hamilton County Coal, LLC ("Hamilton") mine on July 31, 2015. We assessed certain events and changes in circumstances, including a) adverse industry and market developments, including the impact of the COVID-19 pandemic, b) our response to these developments, including temporarily ceasing production at several mines, including our Hamilton mine and c) our actual performance during the quarter. After consideration of these events and changes in circumstances, we performed an interim test of the goodwill associated with Hamilton comparing Hamilton's carrying amount to its fair value. ​ We estimated the fair value of Hamilton using an income approach utilizing a discounted cash flow model. The assumptions used in the discounted cash flow model included estimated production, forward coal prices, operating expenses, capital expenditures and a weighted average cost of capital. Our forecasts of future cash flows considered market conditions at the time of the assessment and our estimate of the mine's performance in future years based on the information available to us. Key assumptions used in our valuation were not observable in active markets; therefore, the fair value measurements represent Level 3 fair value measurements. The fair value of Hamilton was determined to be below its carrying amount (including goodwill) by more than the recorded balance of goodwill associated with the mine. Accordingly, we recognized an impairment charge of $ 132.0 million consisting of the total carrying amount of goodwill associated with Hamilton. This impairment charge reduced our consolidated goodwill balance to $ 4.4 million. During the three months ended March 31, 2020, we also performed an interim test on ARLP's remaining goodwill balances not associated with Hamilton and concluded no impairment was necessary for our other reporting units. ​ 4. CONTINGENCIES ​ We are party to litigation that has been initiated against certain of our subsidiaries in which the plaintiffs allege violations of the Fair Labor Standards Act and Kentucky Wage and Hour Act due to an 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 seek class or collective action certification. Because the litigation of these matters is in the early stages, we cannot reasonably estimate a range of potential exposure at this time. We believe the plaintiffs’ claims are without merit and our ultimate exposure, if any, will not be material to our results of operations or financial position and we intend to defend the litigation vigorously. However, if our current belief that the claims are without merit is not upheld, 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 6 Table of Contents 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. ​ 5. INVENTORIES ​ Inventories consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2021 2020 ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal ​ $ 49,804 ​ $ 19,756 ​ Supplies (net of reserve for obsolescence of $ 5,545 and $ 5,547 , respectively) ​ 35,177 ​ 36,651 ​ Total inventories, net ​ $ 84,981 ​ $ 56,407 ​ ​ ​ ​ 6. FAIR VALUE MEASUREMENTS ​ The following table summarizes our fair value measurements within the hierarchy not included elsewhere in these notes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ December 31, 2020 ​ ​ Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ​ ​ (in thousands) ​ Long-term debt ​ $ — ​ $ 514,321 ​ $ — ​ $ — ​ $ 518,317 ​ $ — ​ Total ​ $ — ​ $ 514,321 ​ $ — ​ $ — ​ $ 518,317 ​ $ — ​ ​ 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 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 7 – Long-Term Debt). The fair value of debt, which is based upon these interest rates, is classified as a Level 2 measurement under the fair value hierarchy. ​ 7 Table of Contents 7. LONG-TERM DEBT ​ Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unamortized Discount and ​ ​ ​ Principal ​ Debt Issuance Costs ​ ​ ​ March 31, ​ December 31, ​ March 31, ​ December 31, ​ ​ 2021 2020 2021 2020 ​ ​ (in thousands) ​ Revolving credit facility ​ $ 55,000 ​ $ 87,500 ​ $ ( 6,634 ) ​ $ ( 7,196 ) ​ Senior notes ​ 400,000 ​ 400,000 ​ ( 3,735 ) ​ ( 3,964 ) ​ Securitization facility ​ ​ 38,100 ​ ​ 55,900 ​ ​ — ​ ​ — ​ May 2019 equipment financing ​ ​ 4,113 ​ ​ 4,956 ​ ​ — ​ ​ — ​ November 2019 equipment financing ​ ​ 39,814 ​ ​ 42,367 ​ ​ — ​ ​ — ​ June 2020 equipment financing ​ ​ 12,213 ​ ​ 13,057 ​ ​ — ​ ​ — ​ Line of credit ​ ​ 1,830 ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ 551,070 ​ 603,780 ​ ( 10,369 ) ​ ( 11,160 ) ​ Less current maturities ​ ( 55,630 ) ​ ( 73,199 ) ​ — ​ — ​ Total long-term debt ​ $ 495,440 ​ $ 530,581 ​ $ ( 10,369 ) ​ $ ( 11,160 ) ​ ​ Credit Facility. On March 9, 2020, our Intermediate Partnership entered into a Fifth Amended and Restated Credit Agreement (the "Credit Agreement") with various financial institutions. The Credit Agreement provides for a $ 537.75 million revolving credit facility, reducing to $ 459.5 million on May 23, 2021, including a sublimit of $ 125 million for the issuance of letters of credit and a sublimit of $ 15.0 million for swingline borrowings (the "Revolving Credit Facility"), with a termination date of March 9, 2024. ​ The Credit Agreement is guaranteed by certain of our Intermediate Partnership's material direct and indirect subsidiaries (the "Restricted Subsidiaries") and is secured by substantially all the assets of the Restricted Subsidiaries. The Credit Agreement is also guaranteed by Alliance Minerals but the oil and gas minerals assets of Alliance Minerals and its direct and indirect subsidiaries (collectively with Alliance Minerals, the "Unrestricted Subsidiaries") are not collateral under the Credit Agreement. Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) the Base Rate at the greater of three benchmarks or (ii) a Eurodollar Rate, plus margins for (i) or (ii), as applicable, that fluctuate depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the Credit Agreement). The Eurodollar Rate, with applicable margin, under the Revolving Credit Facility was 2.97 % as of March 31, 2021. On March 31, 2021, we had $ 21.8 million of letters of credit outstanding with $ 461.0 million available for borrowing under the Revolving Credit Facility. We incur an annual commitment fee of 0.35 % on the undrawn portion of the Revolving Credit Facility. We utilize the Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures and investments, scheduled debt payments and distribution payments. ​ The Credit Agreement contains various restrictions affecting the Intermediate Partnership and its Restricted Subsidiaries including, among other things, restrictions on incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates, including transactions with Unrestricted Subsidiaries. In each case, these restrictions are subject to various exceptions. In addition, the payment of cash distributions is restricted if such payment would result in a fixed charge coverage ratio of less than 1.0 to 1.0 (as defined in the Credit Agreement) for the four most recently ended fiscal quarters. The Credit Agreement requires the Intermediate Partnership to maintain (a) a debt to cash flow ratio of not more than 2.5 to 1.0, (b) a cash flow to interest expense ratio of not less than 3.0 to 1.0 and (c) a first lien debt to cash flow ratio of not more than 1.5 to 1.0, in each case, during the four most recently ended fiscal quarters. The debt to cash flow ratio, cash flow to interest expense ratio and first lien debt to cash flow ratio were 1.43 to 1.0, 8.67 to 1.0 and 0.39 to 1.0, respectively, for the trailing twelve months ended March 31, 2021. We remained in compliance with the covenants of the Credit Agreement as of March 31, 2021 and anticipate remaining in compliance with the covenants. ​ Senior Notes. On April 24, 2017, 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 2025 ("Senior Notes") in a private placement to qualified institutional buyers. The Senior Notes have a term of eight years , maturing on May 1, 2025 (the "Term") and accrue interest at an annual rate of 7.5 % . Interest is payable semi-annually in arrears on each May 1 and November 1. The 8 Table of Contents indenture governing the 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. The issuers of the Senior Notes may redeem all or a part of the notes at any time at redemption prices set forth in the indenture governing the Senior Notes. ​ Accounts Receivable Securitization. On December 5, 2014, certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership entered into a $ 100.0 million accounts receivable securitization facility ("Securitization Facility"). 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 $ 100.0 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 Eurodollar Rate. The agreement governing the Securitization Facility contains customary terms and conditions, including limitations with regards to certain customer credit ratings. In January 2021, we extended the term of the Securitization Facility to January 2022 and reduced the borrowing availability under the facility to $ 60.0 million. The Securitization Facility was previously scheduled to mature in January 2021. On March 31, 2021, we had a $ 38.1 million outstanding balance under the Securitization Facility. ​ May 2019 Equipment Financing . On May 17, 2019, the Intermediate Partnership entered into an equipment financing arrangement accounted for as debt, wherein the Intermediate Partnership received $ 10.0 million in exchange for conveying its interest in certain equipment owned indirectly by the Intermediate Partnership and entering into a master lease agreement for that equipment (the "May 2019 Equipment Financing"). The May 2019 Equipment Financing contains customary terms and events of default and provides for thirty-six monthly payments with an implicit interest rate of 6.25 % , maturing on May 1, 2022. Upon maturity, the equipment will revert to the Intermediate Partnership. ​ November 2019 Equipment Financing. On November 6, 2019, the Intermediate Partnership entered into an equipment financing arrangement accounted for as debt, wherein the Intermediate Partnership received $ 53.1 million in exchange for conveying its interest in certain equipment owned indirectly by the Intermediate Partnership and entering into a master lease agreement for that equipment (the "November 2019 Equipment Financing"). The November 2019 Equipment Financing contains customary terms and events of default and an implicit interest rate of 4.75 % , providing for a four-year term with forty-seven monthly payments of $ 1.0 million and a balloon payment of $ 11.6 million upon maturity on November 6, 2023. Upon maturity, the equipment will revert to the Intermediate Partnership. ​ June 2020 Equipment Financing. On June 5, 2020, the Intermediate Partnership entered into an equipment financing arrangement accounted for as debt, wherein the Intermediate Partnership received $ 14.7 million in exchange for conveying its interest in certain equipment owned indirectly by the Intermediate Partnership and entering into a master lease agreement for that equipment (the "June 2020 Equipment Financing"). The June 2020 Equipment Financing contains customary terms and events of default and provides for forty-eight monthly payments with an implicit interest rate of 6.1 % , maturing on June 5, 2024. Upon maturity, the equipment will revert to the Intermediate Partnership. ​ Line of Credit. On February 19, 2021, we entered into a line of credit arrangement with a related party for $ 5.0 million. The line of credit has a maturity date of February 28, 2023, with an option to extend it for an additional six months and accrue interest at an annual rate of 3.50 % . Interest is payable quarterly commencing March 31, 2021, and continuing each March 31, June 30, September 30 and December 31 thereafter through and including February 28, 2023. The agreement contains customary terms and events of default and is guaranteed by ARLP. We utilize the line of credit, as appropriate, for capital expenditures and investments. As of March 31, 2021, we had drawn $ 1.8 million under this agreement. ​ 9 Table of Contents 8. VARIABLE INTEREST ENTITIES ​ Cavalier Minerals ​ On November 10, 2014, our subsidiary, Alliance Minerals, and Bluegrass Minerals Management, LLC ("Bluegrass Minerals") entered into a limited liability company agreement (the "Cavalier Agreement") to create Cavalier Minerals JV, LLC ("Cavalier Minerals"), which was formed to indirectly acquire oil & gas mineral interests through its ownership in AllDale Minerals LP ("AllDale I") and AllDale Minerals II, LP ("AllDale II", and collectively with AllDale I, "AllDale I & II"). Alliance Minerals owns a 96 % member interest in Cavalier Minerals, and 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) after all members have recovered their investment. Distributions with respect to Bluegrass Minerals' profits interest will be offset by all distributions received by Bluegrass Minerals from the former general partners of AllDale I & II. To date, there has been no profits interest distribution. We hold the managing member interest in Cavalier Minerals. Total contributions to and cumulative distributions from Cavalier Minerals are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alliance ​ Bluegrass ​ ​ ​ Minerals ​ Minerals ​ ​ ​ (in thousands) ​ Contributions ​ $ 143,112 ​ $ 5,963 ​ Distributions ​ ​ 92,780 ​ ​ 3,865 ​ ​ We have concluded that Cavalier Minerals is a variable interest entity ("VIE") which we consolidate as the primary beneficiary because we are the managing member and a substantial equity owner in Cavalier Minerals. Bluegrass Minerals' equity ownership of Cavalier Minerals is accounted for as noncontrolling ownership interest in our condensed consolidated balance sheets. In addition, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our condensed consolidated statements of income. ​ AllDale III ​ In February 2017, Alliance Minerals committed to directly invest $ 30.0 million in AllDale Minerals III, LP ("AllDale III") which was created for similar investment purposes as AllDale I & II. Alliance Minerals completed funding of this commitment in 2018. Alliance Minerals' limited partner interest in AllDale III is 13.9 %. ​ The AllDale III Partnership Agreement includes a 25 % profits interest for the general partner, 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. ​ Since 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 the operational decisions, we concluded that AllDale III is a VIE. We are not the primary beneficiary of AllDale III as we do not have the power to direct the activities that most significantly impact AllDale III's economic performance. We account for our ownership interest in the income or loss of AllDale III as an equity method investment. We record equity income or loss based on AllDale III's distribution structure. See Note 9 – Investment for more information. ​ 10 Table of Contents 9. INVESTMENT ​ AllDale III ​ As discussed in Note 8 – Variable Interest Entities, we account for our ownership interest in the income or loss of AllDale III as an equity method investment. We record equity income or loss based on AllDale III's distribution structure. The changes in our equity method investment in AllDale III for each of the periods presented were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2021 2020 ​ ​ ​ (in thousands) ​ Beginning balance ​ $ 27,268 ​ $ 28,529 ​ Equity method investment income ​ ​ 62 ​ ​ 451 ​ Distributions received ​ ​ ( 423 ) ​ ​ ( 593 ) ​ Other ​ ​ — ​ ​ ( 273 ) ​ Ending balance ​ $ 26,907 ​ $ 28,114 ​ ​ 10. PARTNERS' CAPITAL ​ Distributions ​ Distributions paid or declared during 2020 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Date Per Unit Cash Distribution Total Cash Distribution ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ February 14, 2020 ​ $ 0.4000 ​ $ 51,753 ​ Total ​ $ 0.4000 ​ $ 51,753 ​ ​ ​ ​ ​ ​ ​ ​ ​ May 14, 2021 (1) ​ $ 0.1000 ​ $ — ​ Total ​ $ 0.1000 ​ $ — ​ (1) On April 26, 2021, we declared this quarterly distribution payable on May 14, 2021 to all unitholders of record as of May 7, 2021. ​ Unit Repurchase Program ​ In May 2018, the MGP board of directors approved the establishment of a unit repurchase program authorizing us to repurchase and retire up to $ 100 million of ARLP common units. The program has no time limit and we may repurchase units from time to time in the open market or in other privately negotiated transactions. The unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of units. No unit repurchases were made during the three months ended March 31, 2021. Since inception of the unit repurchase program, we have repurchased and retired 5,460,639 units at an average unit price of $ 17.12 for an aggregate purchase price of $ 93.5 million. The remaining authorized amount for unit repurchases under this program is $ 6.5 million. ​ 11 Table of Contents Change in Partners' Capital ​ The following tables present the quarterly change in Partners' Capital for the three months ended March 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2021 127,195,219 ​ $ 1,148,565 ​ $ ( 87,674 ) ​ $ 11,376 ​ $ 1,072,267 ​ Comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ 24,748 ​ — ​ ​ 78 24,826 ​ Actuarially determined long-term liability adjustments — ​ — ​ 2,231 ​ — 2,231 ​ Total comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 27,057 ​ Common unit-based compensation — ​ 723 ​ ​ — ​ ​ — ​ ​ 723 ​ Distributions from consolidated company to noncontrolling interest ​ — ​ ​ — ​ ​ — ​ ​ ( 141 ) ​ ​ ( 141 ) ​ Balance at March 31, 2021 127,195,219 ​ $ 1,174,036 ​ $ ( 85,443 ) ​ $ 11,313 ​ $ 1,099,906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Limited ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ Limited Partner ​ Partners' ​ Comprehensive ​ Noncontrolling ​ Total Partners' ​ ​ Units Capital Loss Interest Capital ​ ​ (in thousands, except unit data) ​ Balance at January 1, 2020 126,915,597 ​ $ 1,331,482 ​ $ ( 77,993 ) ​ $ 11,935 ​ $ 1,265,424 ​ Comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) — ​ ( 144,783 ) ​ — ​ ​ 76 ( 144,707 ) ​ Actuarially determined long-term liability adjustments — ​ — ​ 938 ​ — 938 ​ Total comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 143,769 ) ​ Settlement of deferred compensation plans ​ 279,622 ​ ​ ( 1,310 ) ​ ​ — ​ ​ — ​ ​ ( 1,310 ) ​ Common unit-based compensation — ​ ( 527 ) ​ ​ — ​ ​ — ​ ​ ( 527 ) ​ Distributions on deferred common unit-based compensation — ​ ( 986 ) ​ ​ — ​ ​ — ​ ​ ( 986 ) ​ Distributions from consolidated company to noncontrolling interest ​ — ​ ​ — ​ ​ — ​ ​ ( 288 ) ​ ​ ( 288 ) ​ Distributions to Partners — ​ ​ ( 50,767 ) ​ ​ — ​ ​ — ​ ​ ( 50,767 ) ​ Other ​ — ​ ​ ( 273 ) ​ ​ — ​ ​ — ​ ​ ( 273 ) ​ Balance at March 31, 2020 127,195,219 ​ $ 1,132,836 ​ $ ( 77,055 ) ​ $ 11,723 ​ $ 1,067,504 ​ ​ ​ 12 Table of Contents ​ 11. 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 16 – Segment Information. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal Operations ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Illinois ​ ​ ​ ​ Other and ​ ​ ​ ​ ​ Basin Appalachia Oil & Gas Coal Corporate Elimination Consolidated ​ ​ ​ (in thousands) ​ Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal sales ​ $ 182,641 ​ $ 104,846 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 287,487 ​ Oil & gas royalties ​ ​ — ​ ​ — ​ ​ 13,999 ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,999 ​ Coal royalties ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,301 ​ ​ — ​ ​ ( 11,301 ) ​ ​ — ​ Transportation revenues ​ ​ 7,680 ​ ​ 3,388 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,068 ​ Other revenues ​ ​ 613 ​ ​ 385 ​ ​ 21 ​ ​ — ​ ​ 7,768 ​ ​ ( 2,719 ) ​ ​ 6,068 ​ Total revenues ​ $ 190,934 ​ $ 108,619 ​ $ 14,020 ​ $ 11,301 ​ $ 7,768 ​ $ ( 14,020 ) ​ $ 318,622 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal sales ​ $ 199,098 ​ $ 115,539 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 314,637 ​ Oil & gas royalties ​ ​ — ​ ​ — ​ ​ 14,239 ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,239 ​ Coal royalties ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,371 ​ ​ — ​ ​ ( 11,371 ) ​ ​ — ​ Transportation revenues ​ ​ 3,856 ​ ​ 883 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,739 ​ Other revenues ​ ​ 918 ​ ​ 11,681 ​ ​ 24 ​ ​ 5 ​ ​ 7,379 ​ ​ ( 2,859 ) ​ ​ 17,148 ​ Total revenues ​ $ 203,872 ​ $ 128,103 ​ $ 14,263 ​ $ 11,376 ​ $ 7,379 ​ $ ( 14,230 ) ​ $ 350,763 ​ ​ 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 March 31, 2021 and disaggregated by segment and contract duration. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 and ​ ​ ​ ​ 2021 2022 2023 Thereafter Total ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Illinois Basin Coal Operations coal revenues ​ $ 568,438 ​ $ 329,389 ​ $ 228,120 ​ $ 181,250 ​ $ 1,307,197 ​ Appalachia Coal Operations coal revenues ​ ​ 265,808 ​ ​ 142,099 ​ ​ — ​ ​ — ​ ​ 407,907 ​ Total coal revenues (1) ​ $ 834,246 ​ $ 471,488 ​ $ 228,120 ​ $ 181,250 ​ $ 1,715,104 ​ (1) Coal revenues generally consists of consolidated revenues excluding our Oil & Gas Royalties segment as well as intercompany revenues from our Coal Royalties segment . ​ 12. 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 under deferred compensation plans, which include rights to nonforfeitable distributions or distribution equivalents. Net losses attributable to ARLP are allocated to limited partners but not to participating securities. Our participating securities are outstanding restricted unit awards under our Long-Term Incentive Plan ("LTIP") and 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"). ​ 13 Table of Contents The following is a reconciliation of net income (loss) attributable to ARLP used for calculating basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three months ended March 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2021 2020 ​ ​ (in thousands, except per unit data) ​ Net income (loss) attributable to ARLP ​ $ 24,748 ​ $ ( 144,783 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ Distributions to participating securities ​ ( 218 ) ​ — ​ Undistributed earnings attributable to participating securities ​ ( 200 ) ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to ARLP available to limited partners ​ $ 24,330 ​ $ ( 144,783 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average limited partner units outstanding – basic and diluted ​ 127,195 ​ 127,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per limited partner unit - basic and diluted (1) ​ $ 0.19 ​ $ ( 1.14 ) ​ (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. The combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 1,237 and 851 for the three months ended March 31, 2021 and 2020, respectively, were considered anti-dilutive under the treasury stock method . ​ ​ 13. 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 ​ ​ March 31, ​ ​ ​ 2021 2020 ​ ​ ​ (in thousands) ​ Beginning balance ​ $ 54,739 ​ $ 53,384 ​ Accruals increase ​ 1,672 ​ 1,748 ​ Payments ​ ( 2,410 ) ​ ( 2,571 ) ​ Interest accretion ​ 232 ​ 319 ​ Ending balance ​ $ 54,233 ​ $ 52,880 ​ ​ 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 on our insurance policy. Our receivables for traumatic injury claims under this policy as of March 31, 2021 are $ 7.1 million and are included in Other long-term assets on our condensed consolidated balance sheet. ​ 14 Table of Contents 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 ​ ​ ​ March 31, ​ ​ ​ 2021 2020 ​ ​ (in thousands) ​ Service cost ​ $ 1,031 ​ $ 878 Interest cost (1) ​ 636 ​ 750 ​ Net amortization (1) ​ 1,043 ​ ( 172 ) ​ Net periodic benefit cost ​ $ 2,710 ​ $ 1,456 ​ (1) Interest cost and net amortization are included in the Other expense line item within our condensed consolidated statements of income. ​ ​ 14. COMMON UNIT-BASED COMPENSATION PLANS ​ Long-Term Incentive Plan ​ We maintain the LTIP for certain employees and officers of MGP and its affiliates who perform services for us. As part of our LTIP, unit awards of non-vested "phantom" or notional units, also referred to as "restricted units", may be granted which upon satisfaction of time and performance-based vesting requirements, entitle the LTIP participant to receive ARLP common units. Certain awards may also contain a minimum-value guarantee payable in ARLP common units or cash. Annual grant levels, vesting provisions and minimum-value guarantees of restricted units for designated participants are recommended by Mr. Craft, subject to review and approval of the compensation committee of the MGP board of directors (the "Compensation Committee"). Vesting of all restricted units outstanding is subject to the satisfaction of certain financial tests. If it is not probable the financial tests for a particular grant of restricted units will be met, any previously expensed amounts for that grant are reversed and no future expense will be recognized for that grant. Assuming the financial tests are met, grants of restricted units issued to LTIP participants are generally expected to cliff vest on January 1st of the third year following issuance of the grants. We expect to settle restricted unit grants by delivery of newly-issued ARLP common units, except for the portion of the grants that will satisfy employee tax withholding obligations of LTIP participants. We account for forfeitures of non-vested LTIP restricted unit grants as they occur. As provided under the distribution equivalent rights ("DERs") provisions of the LTIP and the terms of the LTIP restricted unit awards, all non-vested restricted units include contingent rights to receive quarterly distributions in cash or, at the discretion of the Compensation Committee, phantom units in lieu of cash credited to a bookkeeping account with value equal to the cash distributions we make to unitholders during the vesting period. If it is not probable the financial tests for a particular grant of restricted units will be met, any previously paid DER amounts for that grant are reversed from Partners’ Capital and recorded as compensation expense and any future DERs, for that grant, if any, will be recognized as compensation expense when paid. ​ A summary of non-vested LTIP grants as of and for the three months ended March 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of units Weighted average grant date fair value per unit Intrinsic value ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-vested grants at January 1, 2021 ​ 1,430,489 ​ ​ 5.02 ​ $ 6,409 ​ Forfeited ( 5,823 ) ​ 5.02 ​ ​ ​ ​ Non-vested grants at March 31, 2021 1,424,666 ​ 5.02 ​ ​ 8,263 ​ ​ LTIP expense for grants of restricted units was $ 0.7 million and $( 0.7 ) million for the three months ended March 31, 2021 and 2020, respectively. LTIP expense for grants of restricted units for the three months ended March 31, 2020 includes the reversal of $ 4.8 million of cumulative previously recognized expense for the 2019 Grants, which were 15 Table of Contents determined to be not probable of vesting, offset in part by related DERs for the 2019 Grants previously recorded to equity and then expensed. ​ The total obligation associated with LTIP grants of restricted units as of March 31, 2021 was $ 2.1 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets. As of March 31, 2021, there was $ 5.1 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 1.8 years. ​ On April 22, 2021, the Compensation Committee also authorized additional grants of 1,833,190 restricted units, of which 1,818,190 units were granted. The new grants are subject to both a service and performance requirement and contain minimum-value guarantees. ​ Supplemental Executive Retirement Plan and Directors' Deferred Compensation Plan ​ We utilize the SERP to provide deferred compensation benefits for certain officers and key employees. All allocations made to participants under the SERP are made in the form of "phantom" ARLP units and SERP distributions will be settled in the form of ARLP common units. The SERP is administered by the Compensation Committee. ​ Our directors participate in the Directors' Deferred Compensation Plan. Pursuant to the Directors' Deferred Compensation Plan, for amounts deferred either automatically or at the election of the director, a notional account is established and credited with notional common units of ARLP, described in the Directors' Deferred Compensation Plan as "phantom" units. Distributions from the Directors' Deferred Compensation Plan will be settled in the form of ARLP common units. ​ For both the SERP and Directors' Deferred Compensation Plan, when quarterly cash distributions are made with respect to ARLP common units, an amount equal to such quarterly distribution is credited to each participant's notional account as additional phantom units. All grants of phantom units under the SERP and Directors' Deferred Compensation Plan vest immediately. ​ Total SERP and Directors' Deferred Compensation Plan expense was $ 0.04 million and $ 0.3 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there were 760,630 total phantom units outstanding under the SERP and Directors' Deferred Compensation Plan with a weighted average grant date fair value of $ 22.04 per unit and a total intrinsic value of $ 4.4 million. As of March 31, 2021, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 16.8 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets. ​ 15. 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 cost for each of the periods presented are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2021 2020 ​ ​ (in thousands) ​ Interest cost ​ $ 860 ​ $ 1,054 ​ Expected return on plan assets ​ ( 1,671 ) ​ ( 1,492 ) ​ Amortization of prior service cost ​ ​ 47 ​ ​ 46 ​ Amortization of net loss ​ 1,141 ​ 1,064 ​ Net periodic benefit cost (1) ​ $ 377 ​ $ 672 ​ (1) Net periodic benefit cost for the Pension Plan is included in the Other expense line item within our condensed consolidated statements of income. ​ 16 Table of Contents During the three months ended March 31, 2021, we made contribution payments totaling $ 3.3 million to the Pension Plan for the 2020 plan year. As a result of certain pension plan contribution relief provided by the American Rescue Plan Act enacted in March 2021, we do not expect to make additional contributions to the Pension Plan during 2021 or 2022. ​ 16. 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 and international utilities and industrial users 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 and Corporate. ​ 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 reserves controlled by Alliance Resource Properties, which are either (a) leased to certain of our coal mining entities or (b) unleased but near our coal mining operations. ​ Beginning in the first quarter of 2021, we began to strategically view and manage our coal royalty activities separately from our coal mining operations since acquiring and managing a variety of royalty producing assets have similar management attributes. As a result, we restructured our reportable segments to better reflect this strategic view in how we manage our business and allocate resources. Prior periods have been recast to include Alliance Resource Properties within our new Coal Royalties reportable segment with offsetting recast adjustments primarily to our coal operations reportable segments and to a lesser extent, our Other and Corporate category. Our reported eliminations were recast also to reflect intercompany royalty revenues and offsetting intercompany royalty expense resulting from our new Coal Royalties reportable segment. ​ The Illinois Basin Coal Operations reportable segment includes currently operating mining complexes (a) the Gibson County Coal, LLC ("Gibson") mining complex, which includes the Gibson South mine, (b) the Warrior Coal, LLC ("Warrior") mining complex, (c) the River View Coal, LLC ("River View") mining complex and (d) the Hamilton mining complex. The Illinois Basin Coal Operations reportable segment also includes our currently operating Mt. Vernon Transfer Terminal, LLC ("Mt. Vernon") coal loading terminal in Indiana on the Ohio River. Our Coal Royalties reportable segment discussed below, controls other coal reserves near our Illinois Basin operations which have not yet been leased to our Illinois Basin mining entities. ​ The Illinois Basin Coal Operations reportable segment also includes Mid-America Carbonates, LLC ("MAC") and other support services as well as non-operating mining complexes including (a) the Gibson North mine, which ceased production in the fourth quarter of 2019, (b) Webster County Coal, LLC's Dotiki mining complex, (c) White County Coal, LLC's Pattiki mining complex, (d) Hopkins County Coal, LLC's mining complex, and (e) Sebree Mining, LLC's mining complex. ​ The Appalachia Coal Operations reportable segment includes currently operating mining complexes (a) the Mettiki mining complex, (b) the Tunnel Ridge, LLC mining complex and (c) the MC Mining, LLC ("MC Mining") mining complex. The Mettiki mining complex includes Mettiki Coal (WV), LLC's Mountain View mine and Mettiki Coal, LLC's preparation plant. Our Coal Royalties reportable segment discussed below, controls the Penn Ridge coal reserves near our Tunnel Ridge operations which have not yet been leased to Tunnel Ridge. ​ The Oil & Gas Royalties reportable segment includes oil & gas mineral interests held by AR Midland, LP and AllDale I & II and includes Alliance Minerals' equity interests in both AllDale III (Note 9 – Investment) and Cavalier Minerals. ​ 17 Table of Contents The Coal Royalties reportable segment includes coal reserves controlled by Alliance Resource Properties, that are either (a) leased to certain of our mining complexes in both the Illinois Basin Coal Operations and Appalachia Coal Operations reportable segments or (b) near our coal mining operations but not yet leased to our coal mining entities. About two thirds of the coal sold by our Coal Operations' mines is leased from our Coal Royalties entities. ​ Other and Corporate includes marketing and administrative activities, Matrix Design Group, LLC and its subsidiaries ("Matrix Design"), Alliance Design Group, LLC ("Alliance Design") (collectively, Matrix Design and Alliance Design referred to as the "Matrix Group"), Pontiki Coal, LLC's workers' compensation and pneumoconiosis liabilities, Wildcat Insurance, LLC ("Wildcat Insurance"), which assists the ARLP Partnership with its insurance requirements, and AROP Funding and Alliance Finance (both discussed in Note 7 – Long-Term Debt). ​ Reportable segment results are presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coal Operations ​ Royalties ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Illinois ​ ​ ​ ​ ​ Other and Elimination ​ ​ ​ ​ Basin Appalachia Oil & Gas Coal ​ Corporate (1) Consolidated ​ ​ (in thousands) Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues - Outside ​ $ 190,934 ​ $ 108,619 ​ $ 14,020 ​ $ — ​ $ 5,049 ​ $ — ​ $ 318,622 ​ Revenues - Intercompany ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,301 ​ ​ 2,719 ​ ​ ( 14,020 ) ​ ​ — ​ Total revenues (2) ​ ​ 190,934 ​ ​ 108,619 ​ ​ 14,020 ​ ​ 11,301 ​ ​ 7,768 ​ ​ ( 14,020 ) ​ ​ 318,622 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Adjusted EBITDA Expense (3) ​ 125,581 ​ ​ 73,726 ​ ​ 2,058 ​ ​ 4,028 ​ ​ 4,286 ​ ​ ( 11,962 ) ​ 197,717 ​ Segment Adjusted EBITDA (4) ​ 57,673 ​ ​ 31,506 ​ ​ 11,946 ​ ​ 7,273 ​ ​ 3,481 ​ ​ ( 2,058 ) ​ 109,821 ​ Total assets ​ 740,945 ​ ​ 442,595 ​ ​ 609,108 ​ ​ 294,333 ​ ​ 476,362 ​ ​ ( 412,163 ) ​ 2,151,180 ​ Capital expenditures ​ 16,401 ​ ​ 11,666 ​ ​ — ​ ​ — ​ ​ 3,370 ​ ​ — ​ 31,437 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues - Outside ​ $ 203,872 ​ $ 128,103 ​ $ 14,263 ​ $ 5 ​ $ 4,520 ​ $ — ​ $ 350,763 ​ Revenues - Intercompany ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,371 ​ ​ 2,859 ​ ​ ( 14,230 ) ​ ​ — ​ Total revenues (2) ​ ​ 203,872 ​ ​ 128,103 ​ ​ 14,263 ​ ​ 11,376 ​ ​ 7,379 ​ ​ ( 14,230 ) ​ ​ 350,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Adjusted EBITDA Expense (3) ​ 156,683 ​ ​ 79,918 ​ ​ 883 ​ ​ 4,467 ​ ​ 4,642 ​ ​ ( 11,895 ) ​ 234,698 ​ Segment Adjusted EBITDA (4) ​ 43,333 ​ ​ 47,302 ​ ​ 13,755 ​ ​ 6,909 ​ ​ 2,737 ​ ​ ( 2,335 ) ​ 111,701 ​ Total assets ​ 903,700 ​ ​ 504,893 ​ ​ 637,774 ​ ​ 296,328 ​ ​ 506,882 ​ ​ ( 453,156 ) ​ 2,396,421 ​ Capital expenditures ​ 26,229 ​ ​ 23,571 ​ ​ — ​ ​ — ​ ​ 564 ​ ​ — ​ 50,364 ​ (1) The elimination column represents the elimination of intercompany transactions and is primarily comprised of coal royalties paid by certain of our coal operation entities to Alliance Resource Properties, sales from the Matrix Group to our mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding, financing between segments and insurance premiums paid to Wildcat Insurance. ​ (2) Revenues included in the Other and Corporate column are primarily attributable to the outside and affiliate revenues at the Matrix Group and coal brokerage activities. In addition, Other and Corporate includes affiliate revenues from administrative and Wildcat Insurance revenues services. ​ (3) Segment Adjusted EBITDA Expense includes operating expenses, coal purchases and other income. Transportation expenses are excluded as transportation revenues are recognized in an amount equal to transportation expenses when title passes to the customer. ​ ​ 18 Table of Contents The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2021 2020 ​ ​ (in thousands) ​ Segment Adjusted EBITDA Expense ​ $ 197,717 ​ $ 234,698 ​ Other expense ​ ( 1,197 ) ​ ( 356 ) ​ Operating expenses (excluding depreciation, depletion and amortization) ​ $ 196,520 ​ $ 234,342 ​ ​ (4) Segment Adjusted EBITDA is defined as net income (loss) attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and asset and goodwill impairments. Management therefore is able 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. Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2021 2020 ​ ​ (in thousands) ​ Consolidated Segment Adjusted EBITDA ​ $ 109,821 ​ $ 111,701 ​ General and administrative ​ ( 15,504 ) ​ ( 13,438 ) ​ Depreciation, depletion and amortization ​ ( 59,202 ) ​ ( 73,921 ) ​ Asset impairments ​ — ​ ( 24,977 ) ​ Goodwill impairment ​ ​ — ​ ​ ( 132,026 ) ​ Interest expense, net ​ ( 10,379 ) ​ ( 12,227 ) ​ Income tax benefit ​ 12 ​ 105 ​ Net income (loss) attributable to ARLP ​ $ 24,748 ​ $ ( 144,783 ) ​ Noncontrolling interest ​ ​ 78 ​ ​ 76 ​ Net income (loss) ​ $ 24,826 ​ $ ( 144,707 ) ​ ​ ​ ​ 17. SUBSEQUENT EVENTS ​ Other than the events described in Notes 10 and 14, there were no subsequent events. ​ ​ ​ ​ ​ 19 Table of Contents ​