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,
2021
2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
104,611
$
55,574
Trade receivables
142,007
104,579
Other receivables
1,064
3,481
Inventories, net
65,484
56,407
Advance royalties
2,063
4,168
Prepaid expenses and other assets
10,931
21,565
Total current assets
326,160
245,774
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost
3,570,201
3,554,090
Less accumulated depreciation, depletion and amortization
( 1,873,987 )
( 1,753,845 )
Total property, plant and equipment, net
1,696,214
1,800,245
OTHER ASSETS:
Advance royalties
65,034
56,791
Equity method investments
26,180
27,268
Goodwill
4,373
4,373
Operating lease right-of-use assets
14,338
15,004
Other long-term assets
16,676
16,561
Total other assets
126,601
119,997
TOTAL ASSETS
$
2,148,975
$
2,166,016
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
$
70,425
$
47,511
Accrued taxes other than income taxes
23,797
25,054
Accrued payroll and related expenses
39,949
28,524
Accrued interest
12,500
5,132
Workers' compensation and pneumoconiosis benefits
10,635
10,646
Current finance lease obligations
821
766
Current operating lease obligations
1,809
1,854
Other current liabilities
14,379
21,919
Current maturities, long-term debt, net
16,770
73,199
Total current liabilities
191,085
214,605
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
425,075
519,421
Pneumoconiosis benefits
107,099
105,068
Accrued pension benefit
41,220
46,965
Workers' compensation
43,818
47,521
Asset retirement obligations
122,935
121,487
Long-term finance lease obligations
835
1,458
Long-term operating lease obligations
12,722
13,078
Other liabilities
22,348
24,146
Total long-term liabilities
776,052
879,144
Total liabilities
967,137
1,093,749
COMMITMENTS AND CONTINGENCIES - (NOTE 4)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 127,195,219 units outstanding
1,251,674
1,148,565
Accumulated other comprehensive loss
( 80,981 )
( 87,674 )
Total ARLP Partners' Capital
1,170,693
1,060,891
Noncontrolling interest
11,145
11,376
Total Partners' Capital
1,181,838
1,072,267
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
2,148,975
$
2,166,016
See notes to condensed consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except unit and per unit data)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
SALES AND OPERATING REVENUES:
Coal sales
$
362,264
$
335,767
$
975,725
$
886,690
Oil & gas royalties
20,109
9,693
51,222
31,718
Transportation revenues
22,027
6,226
45,153
16,722
Other revenues
11,039
3,965
24,404
26,486
Total revenues
415,439
355,651
1,096,504
961,616
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
233,201
216,027
642,760
637,533
Transportation expenses
22,027
6,226
45,153
16,722
Outside coal purchases
6,065
—
6,179
—
General and administrative
18,655
13,871
51,651
41,131
Depreciation, depletion and amortization
68,763
80,182
192,698
237,662
Asset impairments
—
—
—
24,977
Goodwill impairment
—
—
—
132,026
Total operating expenses
348,711
316,306
938,441
1,090,051
INCOME (LOSS) FROM OPERATIONS
66,728
39,345
158,063
( 128,435 )
Interest expense (net of interest capitalized for the three and nine months ended September 30, 2021 and 2020 of $ 123 , $ 199 , $ 314 and $ 1,265 , respectively)
( 9,408 )
( 11,186 )
( 29,646 )
( 34,911 )
Interest income
19
30
51
112
Equity method investment income
703
62
1,106
650
Other expense
( 84 )
( 723 )
( 2,632 )
( 1,456 )
INCOME (LOSS) BEFORE INCOME TAXES
57,958
27,528
126,942
( 164,040 )
INCOME TAX EXPENSE
234
293
227
111
NET INCOME (LOSS)
57,724
27,235
126,715
( 164,151 )
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
( 176 )
( 36 )
( 384 )
( 97 )
NET INCOME (LOSS) ATTRIBUTABLE TO ARLP
$
57,548
$
27,199
$
126,331
$
( 164,248 )
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
0.44
$
0.21
$
0.97
$
( 1.29 )
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
127,195,219
127,195,219
127,195,219
127,154,398
See notes to condensed consolidated financial statements .
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
NET INCOME (LOSS)
$
57,724
$
27,235
$
126,715
$
( 164,151 )
OTHER COMPREHENSIVE INCOME (LOSS):
Defined benefit pension plan
Amortization of prior service cost (1)
47
47
140
140
Amortization of net actuarial loss (1)
1,141
969
3,424
3,096
Total defined benefit pension plan adjustments
1,188
1,016
3,564
3,236
Pneumoconiosis benefits
Amortization of net actuarial loss (gain) (1)
1,043
( 172 )
3,129
( 515 )
Total pneumoconiosis benefits adjustments
1,043
( 172 )
3,129
( 515 )
OTHER COMPREHENSIVE INCOME
2,231
844
6,693
2,721
COMPREHENSIVE INCOME (LOSS)
59,955
28,079
133,408
( 161,430 )
Less: Comprehensive income attributable to noncontrolling interest
( 176 )
( 36 )
( 384 )
( 97 )
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ARLP
$
59,779
$
28,043
$
133,024
$
( 161,527 )
(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.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES
$
310,977
$
291,788
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
( 88,661 )
( 102,820 )
Change in accounts payable and accrued liabilities
2,281
( 9,698 )
Proceeds from sale of property, plant and equipment
6,432
2,750
Distributions received from investments in excess of cumulative earnings
1,088
841
Escrow deposit for oil & gas reserve acquisition
( 1,550 )
—
Net cash used in investing activities
( 80,410 )
( 108,927 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
35,000
46,100
Payments under securitization facility
( 90,900 )
( 47,700 )
Proceeds from equipment financings
—
14,705
Payments on equipment financings
( 12,888 )
( 10,622 )
Borrowings under revolving credit facilities
15,000
70,000
Payments under revolving credit facilities
( 102,500 )
( 190,000 )
Borrowings from line of credit
3,230
—
Payments on finance lease obligations
( 568 )
( 8,204 )
Payment of debt issuance costs
( 113 )
( 5,821 )
Payments for purchase of units and tax withholdings related to settlements under deferred compensation plans
( 1,090 )
( 1,310 )
Distributions paid to Partners
( 26,086 )
( 51,753 )
Other
( 615 )
( 603 )
Net cash used in financing activities
( 181,530 )
( 185,208 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
49,037
( 2,347 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
55,574
36,482
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
104,611
$
34,135
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
20,045
$
26,686
Cash paid for income taxes
$
11
$
10
SUPPLEMENTAL NON-CASH ACTIVITY:
Accounts payable for purchase of property, plant and equipment
$
8,012
$
4,806
Right-of-use assets acquired by operating lease
$
—
$
278
Market value of common units issued under deferred compensation plans before tax withholding requirements
$
1,082
$
3,837
See notes to condensed consolidated financial statements.
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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 our coal mining operations.
● References to "Alliance Minerals" mean Alliance Minerals, LLC, the holding company for our oil and gas minerals interests.
● References to "Alliance Resource Properties" mean Alliance Resource Properties, LLC, the land holding company for certain of our coal mineral interests, 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 September 30, 2021 and December 31, 2020, the results of our operations and comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 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.
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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 first quarter of 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 first quarter of 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 first quarter of 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
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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:
September 30,
December 31,
2021
2020
(in thousands)
Coal
$
31,066
$
19,756
Supplies (net of reserve for obsolescence of $ 5,554 and $ 5,547 , respectively)
34,418
36,651
Total inventories, net
$
65,484
$
56,407
6. FAIR VALUE MEASUREMENTS
The following table summarizes our fair value measurements within the hierarchy not included elsewhere in these notes:
September 30, 2021
December 31, 2020
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
(in thousands)
Long-term debt
$
—
$
459,650
$
—
$
—
$
518,317
$
—
Total
$
—
$
459,650
$
—
$
—
$
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.
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7. 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,
2021
2020
2021
2020
(in thousands)
Revolving credit facility
$
—
$
87,500
$
( 5,599 )
$
( 7,196 )
Senior notes
400,000
400,000
( 3,278 )
( 3,964 )
Securitization facility
—
55,900
—
—
May 2019 equipment financing
2,387
4,956
—
—
November 2019 equipment financing
34,617
42,367
—
—
June 2020 equipment financing
10,488
13,057
—
—
Line of credit
3,230
—
—
—
450,722
603,780
( 8,877 )
( 11,160 )
Less current maturities
( 16,770 )
( 73,199 )
—
—
Total long-term debt
$
433,952
$
530,581
$
( 8,877 )
$
( 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 $ 459.5 million revolving credit facility, 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 2.68 % as of September 30, 2021. On September 30, 2021, we had $ 23.3 million of letters of credit outstanding with $ 436.2 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 0.95 to 1.0, 11.60 to 1.0 and 0.10 to 1.0, respectively, for the trailing twelve months ended September 30, 2021. We remained in compliance with the covenants of the Credit Agreement as of September 30, 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
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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 September 30, 2021, we had no 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 September 30, 2021, we had drawn $ 3.2 million under this agreement.
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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
104,149
4,339
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 operations.
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.
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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
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands)
Beginning balance
$
26,274
$
27,705
$
27,268
$
28,529
Equity method investment income
703
62
1,106
650
Distributions received
( 797 )
( 352 )
( 2,194 )
( 1,491 )
Other
—
—
—
( 273 )
Ending balance
$
26,180
$
27,415
$
26,180
$
27,415
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
$
0.1000
$
13,045
August 13, 2021
0.1000
13,041
November 12, 2021 (1)
0.2000
—
Total
$
0.4000
$
26,086
(1) On October 25, 2021, we declared this quarterly distribution payable on November 12, 2021 to all unitholders of record as of November 5, 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 nine months ended September 30, 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.
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Change in Partners' Capital
The following tables present the quarterly change in Partners' Capital for the nine months ended September 30, 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
Comprehensive income:
Net income
—
44,035
—
130
44,165
Actuarially determined long-term liability adjustments
—
—
2,231
—
2,231
Total comprehensive income
46,396
Common unit-based compensation
—
1,485
—
—
1,485
Distributions on deferred common unit-based compensation
—
( 324 )
—
—
( 324 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 222 )
( 222 )
Distributions to Partners
—
( 12,721 )
—
—
( 12,721 )
Balance at June 30, 2021
127,195,219
1,206,511
( 83,212 )
11,221
1,134,520
Comprehensive income:
Net income
—
57,548
—
176
57,724
Actuarially determined long-term liability adjustments
—
—
2,231
—
2,231
Total comprehensive income
59,955
Settlement of deferred compensation plans
( 1,090 )
—
—
( 1,090 )
Common unit-based compensation
—
1,746
—
—
1,746
Distributions on deferred common unit-based compensation
—
( 323 )
—
—
( 323 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 252 )
( 252 )
Distributions to Partners
—
( 12,718 )
—
—
( 12,718 )
Balance at September 30, 2021
127,195,219
$
1,251,674
$
( 80,981 )
$
11,145
$
1,181,838
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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, 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
Comprehensive income (loss):
Net loss
—
( 46,664 )
—
( 15 )
( 46,679 )
Actuarially determined long-term liability adjustments
—
—
939
—
939
Total comprehensive loss
( 45,740 )
Common unit-based compensation
—
1,610
—
—
1,610
Distributions from consolidated company to noncontrolling interest
—
—
—
( 222 )
( 222 )
Balance at June 30, 2020
127,195,219
1,087,782
( 76,116 )
11,486
1,023,152
Comprehensive income:
Net income
—
27,199
—
36
27,235
Actuarially determined long-term liability adjustments
—
—
844
—
844
Total comprehensive income
28,079
Common unit-based compensation
—
1,645
—
—
1,645
Distributions from consolidated company to noncontrolling interest
—
—
—
( 93 )
( 93 )
Balance at September 30, 2020
127,195,219
$
1,116,626
$
( 75,272 )
$
11,429
$
1,052,783
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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
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Three Months Ended September 30, 2021
Coal sales
$
217,637
$
144,627
$
—
$
—
$
—
$
362,264
Oil & gas royalties
—
—
20,109
—
—
20,109
Coal royalties
—
—
—
13,456
( 13,456 )
—
Transportation revenues
12,121
9,906
—
—
—
22,027
Other revenues
1,335
411
1,082
—
8,211
11,039
Total revenues
$
231,093
$
154,944
$
21,191
$
13,456
$
( 5,245 )
$
415,439
Three Months Ended September 30, 2020
Coal sales
$
206,356
$
129,411
$
—
$
—
$
—
$
335,767
Oil & gas royalties
—
—
9,693
—
—
9,693
Coal royalties
—
—
—
11,406
( 11,406 )
—
Transportation revenues
3,722
2,504
—
—
—
6,226
Other revenues
241
395
28
42
3,259
3,965
Total revenues
$
210,319
$
132,310
$
9,721
$
11,448
$
( 8,147 )
$
355,651
Nine Months Ended September 30, 2021
Coal sales
$
610,435
$
365,290
$
—
$
—
$
—
$
975,725
Oil & gas royalties
—
—
51,222
—
—
51,222
Coal royalties
—
—
—
36,410
( 36,410 )
—
Transportation revenues
27,235
17,918
—
—
—
45,153
Other revenues
2,590
1,078
1,576
—
19,160
24,404
Total revenues
$
640,260
$
384,286
$
52,798
$
36,410
$
( 17,250 )
$
1,096,504
Nine Months Ended September 30, 2020
Coal sales
$
539,614
$
347,076
$
—
$
—
$
—
$
886,690
Oil & gas royalties
—
—
31,718
—
—
31,718
Coal royalties
—
—
—
29,555
( 29,555 )
—
Transportation revenues
10,731
5,991
—
—
—
16,722
Other revenues
1,633
14,456
113
47
10,237
26,486
Total revenues
$
551,978
$
367,523
$
31,831
$
29,602
$
( 19,318 )
$
961,616
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, 2021 and disaggregated by segment and contract duration.
2024 and
2021
2022
2023
Thereafter
Total
(in thousands)
Illinois Basin Coal Operations coal revenues
$
293,651
$
567,699
$
255,470
$
196,683
$
1,313,503
Appalachia Coal Operations coal revenues
183,060
325,846
17,880
10,080
536,866
Total coal revenues (1)
$
476,711
$
893,545
$
273,350
$
206,763
$
1,850,369
(1) Coal revenues generally consists of consolidated revenues excluding our Oil & Gas Royalties segment as well as intercompany revenues from our Coal Royalties segment .
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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").
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 and nine months ended September 30, 2021 and 2020:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands, except per unit data)
Net income (loss) attributable to ARLP
$
57,548
$
27,199
$
126,331
$
( 164,248 )
Less:
Distributions to participating securities
( 765 )
—
( 1,384 )
—
Undistributed earnings attributable to participating securities
( 951 )
( 581 )
( 1,832 )
—
Net income (loss) attributable to ARLP available to limited partners
$
55,832
$
26,618
$
123,115
$
( 164,248 )
Weighted-average limited partner units outstanding – basic and diluted
127,195
127,195
127,195
127,154
Earnings per limited partner unit - basic and diluted (1)
$
0.44
$
0.21
$
0.97
$
( 1.29 )
(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 2,328 and 1,706 for the three and nine months ended September 30, 2021 , respectively, and 661 and 656 for the three and nine months ended September 30, 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
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands)
Beginning balance
$
52,059
$
54,478
$
54,739
$
53,384
Accruals increase
1,674
1,599
4,911
3,539
Payments
( 2,939 )
( 2,123 )
( 7,914 )
( 6,686 )
Interest accretion
232
319
695
958
Valuation loss (gain) (1)
—
—
( 1,405 )
3,078
Ending balance
$
51,026
$
54,273
$
51,026
$
54,273
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(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 gain in 2021 is due to an increase in the discount rate from 1.95 % on December 31, 2020 to 2.34 % on June 30, 202 1 . We conducted a mid-year 2020 review of our actuarial assumptions, which resulted in a valuation loss in 2020 due to unfavorable changes in claims development and a decrease in the discount rate from 2.81 % on December 31, 2019 to 2.05 % on June 30, 2020.
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 September 30, 2021 are $ 7.1 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,
2021
2020
2021
2020
(in thousands)
Service cost
$
1,007
$
882
$
3,027
$
2,643
Interest cost (1)
636
750
1,909
2,249
Net amortization (1)
1,043
( 172 )
3,129
( 515 )
Net periodic benefit cost
$
2,686
$
1,460
$
8,065
$
4,377
(1) Interest cost and net amortization are included in the Other expense line item within our condensed consolidated statements of operations.
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 that would be paid regardless of whether or not the awards vest, as long as service requirements are met. 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.
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Table of Contents
A summary of non-vested LTIP grants as of and for the nine months ended September 30, 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
Granted (1)
1,818,190
6.03
Forfeited
( 69,933 )
5.46
Non-vested grants at September 30, 2021
3,178,746
5.59
34,553
(1) 921,430 units and 896,760 units have a minimum-value guarantee of $ 2.53 and $ 3.79 per unit, respectively, regardless of whether or not the awards vest.
LTIP expense for grants of restricted units was $ 1.7 million and $ 1.6 million for the three months ended September 30, 2021 and 2020, respectively, and $ 3.8 million and $ 2.5 million for the nine months ended September 30, 2021 and 2020, respectively. LTIP expense for grants of restricted units for the nine months ended September 30, 2020 includes the reversal of $ 4.8 million of cumulative previously recognized expense for the 2019 Grants, which were 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 September 30, 2021 was $ 5.1 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets. As of September 30, 2021, there was $ 12.6 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.
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.
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Table of Contents
A summary of SERP and Directors' Deferred Compensation Plan activity as of and for the nine months ended September 30, 2021 is as follows:
Number of units
Weighted average grant date fair value per unit
Intrinsic value
(in thousands)
Phantom units outstanding as of January 1, 2021
760,630
$
22.04
$
3,408
Granted
22,777
6.97
Issued (1)
( 138,570 )
25.86
Phantom units outstanding as of September 30, 2021
644,837
20.69
7,009
(1) During the nine months ended September 30, 2021, we issued 102,962 ARLP common units purchased on the open market to a participant under the SERP. Units issued were net of units settled in cash to satisfy tax withholding obligations.
Total SERP and Directors' Deferred Compensation Plan expense was $ 0.1 million for the three months ended September 30, 2021 and 2020, and $ 0.3 million and $ 0.4 million for the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 13.3 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
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands)
Interest cost
$
860
$
1,030
$
2,580
$
3,138
Expected return on plan assets
( 1,671 )
( 1,413 )
( 5,013 )
( 4,396 )
Amortization of prior service cost
47
47
140
140
Amortization of net loss
1,141
969
3,424
3,096
Net periodic benefit cost (1)
$
377
$
633
$
1,131
$
1,978
(1) Net periodic benefit cost for the Pension Plan is included in the Other expense line item within our condensed consolidated statements of operations.
During the nine months ended September 30, 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, Corporate and Elimination.
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Table of Contents
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, Corporate and Elimination category. Eliminations reported in Other, Corporate and Elimination were also recast 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 ("Tunnel Ridge") and (c) the MC Mining, LLC 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.
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, Corporate and Elimination 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, AROP Funding and Alliance Finance (both discussed in Note 7 – Long-Term Debt) and other miscellaneous activities. 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.
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Reportable segment results are presented below.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Three Months Ended September 30, 2021
Revenues - Outside
$
231,093
$
154,944
$
21,191
$
—
$
8,211
$
415,439
Revenues - Intercompany
—
—
—
13,456
( 13,456 )
—
Total revenues (1)
231,093
154,944
21,191
13,456
( 5,245 )
415,439
Segment Adjusted EBITDA Expense (2)
149,666
92,312
2,639
4,258
( 9,525 )
239,350
Segment Adjusted EBITDA (3)
69,305
52,726
19,080
9,198
4,280
154,589
Capital expenditures
19,081
12,531
—
30
1,393
33,035
Three Months Ended September 30, 2020
Revenues - Outside
$
210,319
$
132,310
$
9,721
$
42
$
3,259
$
355,651
Revenues - Intercompany
—
—
—
11,406
( 11,406 )
—
Total revenues (1)
210,319
132,310
9,721
11,448
( 8,147 )
355,651
Segment Adjusted EBITDA Expense (2)
131,014
86,701
849
5,161
( 6,975 )
216,750
Segment Adjusted EBITDA (3)
75,583
43,105
8,898
6,287
( 1,172 )
132,701
Capital expenditures
3,815
14,541
—
—
219
18,575
Nine Months Ended September 30, 2021
Revenues - Outside
$
640,260
$
384,286
$
52,798
$
—
$
19,160
$
1,096,504
Revenues - Intercompany
—
—
—
36,410
( 36,410 )
—
Total revenues (1)
640,260
384,286
52,798
36,410
( 17,250 )
1,096,504
Segment Adjusted EBITDA Expense (2)
415,423
240,494
7,116
13,157
( 24,619 )
651,571
Segment Adjusted EBITDA (3)
197,601
125,873
46,405
23,253
7,370
400,502
Total assets
703,060
422,504
601,695
289,100
132,616
2,148,975
Capital expenditures
47,997
34,579
—
30
6,055
88,661
Nine Months Ended September 30, 2020
Revenues - Outside
$
551,978
$
367,523
$
31,831
$
47
$
10,237
$
961,616
Revenues - Intercompany
—
—
—
29,555
( 29,555 )
—
Total revenues (1)
551,978
367,523
31,831
29,602
( 19,318 )
961,616
Segment Adjusted EBITDA Expense (2)
399,664
240,846
2,851
12,649
( 17,021 )
638,989
Segment Adjusted EBITDA (3)
141,583
120,686
29,534
16,953
( 2,298 )
306,458
Total assets
799,936
461,751
616,491
291,854
61,308
2,231,340
Capital expenditures
44,073
57,798
—
—
949
102,820
(1) Revenues included in the Other, Corporate and Elimination column are attributable to intercompany eliminations, which are primarily the coal royalties intercompany 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 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.
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The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) :
Three Months Ended
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands)
Segment Adjusted EBITDA Expense
$
239,350
$
216,750
$
651,571
$
638,989
Outside coal purchases
( 6,065 )
—
( 6,179 )
—
Other expense
( 84 )
( 723 )
( 2,632 )
( 1,456 )
Operating expenses (excluding depreciation, depletion and amortization)
$
233,201
$
216,027
$
642,760
$
637,533
(3) 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
Nine Months Ended
September 30,
September 30,
2021
2020
2021
2020
(in thousands)
Consolidated Segment Adjusted EBITDA
$
154,589
$
132,701
$
400,502
$
306,458
General and administrative
( 18,655 )
( 13,871 )
( 51,651 )
( 41,131 )
Depreciation, depletion and amortization
( 68,763 )
( 80,182 )
( 192,698 )
( 237,662 )
Asset impairments
—
—
—
( 24,977 )
Goodwill impairment
—
—
—
( 132,026 )
Interest expense, net
( 9,389 )
( 11,156 )
( 29,595 )
( 34,799 )
Income tax expense
( 234 )
( 293 )
( 227 )
( 111 )
Net income (loss) attributable to ARLP
$
57,548
$
27,199
$
126,331
$
( 164,248 )
Noncontrolling interest
176
36
384
97
Net income (loss)
$
57,724
$
27,235
$
126,715
$
( 164,151 )
17. SUBSEQUENT EVENTS
Other than the events described below and in Note 10, there were no subsequent events.
On October 13, 2021, ARLP acquired approximately 1,480 oil & gas net royalty acres in the Delaware Basin from Boulders Royalty Corp. for a purchase price of $ 31.0 million, which was funded with cash on hand. This acquisition enhances our ownership position in the Permian Basin and furthers our business strategy to grow our Oil & Gas Royalties segment.
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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.