Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
Report of Independent Registered Public Accounting Firm-Grant Thornton LLP (PCAOB ID Number 248 )
97
Report of Independent Registered Public Accounting Firm-Ernst & Young LLP (PCAOB ID Number 42 )
99
Consolidated Balance Sheets
100
Consolidated Statements of Operations
101
Consolidated Statements of Comprehensive Income (Loss)
102
Consolidated Statements of Cash Flows
103
Consolidated Statement of Partners' Capital
104
1. Organization and Presentation
105
2. Summary of Significant Accounting Policies
106
3. Acquisitions
114
4. Long-Lived Asset Impairments
116
5. Goodwill Impairment
117
6. Inventories
117
7. Property, Plant and Equipment
118
8. Long-Term Debt
119
9. Income Taxes
121
10. Leases
123
11. Fair Value Measurements
124
12. Partners' Capital
125
13. Variable Interest Entities
125
14. Investments
127
15. Revenue From Contracts With Customers
128
16. Earnings Per Limited Partner Unit
129
17. Employee Benefit Plans
129
18. Common Unit-Based Compensation Plans
133
19. Supplemental Cash Flow Information
134
20. Asset Retirement Obligations
135
21. Accrued Workers' Compensation and Pneumoconiosis Benefits
136
22. Related-Party Transactions
138
23. Commitments and Contingencies
140
24. Concentration of Credit Risk and Major Customers
140
25. Segment Information
141
26. Subsequent Events
143
Supplemental Oil & Gas Reserve Information (Unaudited)
144
Schedule I – Condensed Financial Information of Registrant
150
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of Alliance Resource Management GP, LLC and
Unitholders of Alliance Resource Partners, L.P.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Alliance Resource Partners, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and partners’ capital for each of the two years in the period ended December 31, 2022, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 24, 2023 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of workers’ compensation and pneumoconiosis benefit obligations
As described further in Note 21 to the financial statements, the Partnership provides income replacement and medical treatment for work-related traumatic injury claims and compensation to survivors of workers who suffer employment-related deaths. The Partnership is also liable to pay benefits for black lung disease (or pneumoconiosis) to eligible employees and former employees and their dependents. As of December 31, 2022, the Partnership’s aggregate workers’ compensation and pneumoconiosis benefit obligations were approximately $154 million. We identified valuation of workers’ compensation and pneumoconiosis benefit obligations as a critical audit matter.
The principal considerations for our determination that the valuation of workers’ compensation and pneumoconiosis benefit obligations is a critical audit matter are the high level of estimation uncertainty related to determining the frequency and severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating eligible benefits and the total cost to settle or dispose of these claims. Workers’ compensation and pneumoconiosis benefit obligations are determined using actuarial projection methods and numerous assumptions including claim development
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patterns, costs, and mortality. The estimates rely on the assumption that historical claim patterns are an accurate representation for future claims.
Our audit procedures related to the valuation of workers’ compensation and pneumoconiosis benefit obligations included the following, among others.
● We tested the design and operating effectiveness of controls relating to the workers’ compensation and pneumoconiosis benefit obligations process including testing controls over management’s review of actuarial specialists' liability calculations and the completeness and accuracy of the underlying data.
● We tested management’s process for determining the worker’s compensation and pneumoconiosis benefit obligation accruals, including evaluating the reasonableness of the methods and significant assumptions used in the calculations with the assistance of actuarial specialists.
● We tested the claims data used in the actuarial calculations by inspecting source documents to test key attributes of the claims data.
● We compared claim development patterns and cost assumptions used in the actuarial calculations for consistency with historical experience and current trends.
● We compared the mortality tables used in the actuarial calculations to publicly available information .
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2021.
Tulsa, Oklahoma
February 24, 2023
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Alliance Resource Management GP, LLC
and the Partners of Alliance Resource Partners, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Alliance Resource Partners, L.P. and subsidiaries (the Partnership) as of December 31, 2020, the related consolidated statement of operations, comprehensive income (loss), cash flows and partners’ capital for the year then ended, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We served as the Partnership’s auditor from 2011 to 2021.
Tulsa, Oklahoma
February 23, 2021, except for Note 25, as to which the date is February 25, 2022
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2022 AND 2021
(In thousands, except unit data)
December 31,
2022
2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
296,023
$
122,403
Trade receivables
238,610
129,531
Other receivables
8,601
680
Inventories, net
77,326
60,302
Advance royalties
7,556
4,958
Prepaid expenses and other assets
26,675
21,354
Total current assets
654,791
339,228
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost
3,857,390
3,608,347
Less accumulated depreciation, depletion and amortization
( 2,040,468 )
( 1,909,669 )
Total property, plant and equipment, net
1,816,922
1,698,678
OTHER ASSETS:
Advance royalties
67,713
63,524
Equity method investments
49,371
26,325
Equity securities
42,000
—
Operating lease right-of-use assets
14,950
14,158
Other long-term assets
15,726
17,493
Total other assets
189,760
121,500
TOTAL ASSETS
$
2,661,473
$
2,159,406
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
$
95,122
$
69,586
Accrued taxes other than income taxes
22,967
17,787
Accrued payroll and related expenses
39,623
36,805
Accrued interest
5,000
5,000
Workers' compensation and pneumoconiosis benefits
14,099
12,293
Other current liabilities
53,790
20,035
Current maturities, long-term debt, net
24,970
16,071
Total current liabilities
255,571
177,577
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
397,203
418,942
Pneumoconiosis benefits
100,089
107,560
Accrued pension benefit
12,553
25,590
Workers' compensation
39,551
44,911
Asset retirement obligations
142,254
123,517
Long-term operating lease obligations
12,132
12,366
Deferred income tax liabilities
35,814
391
Other liabilities
24,828
22,483
Total long-term liabilities
764,424
755,760
Total liabilities
1,019,995
933,337
COMMITMENTS AND CONTINGENCIES - (Note 23)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 127,195,219 units outstanding
1,656,025
1,279,183
Accumulated other comprehensive loss
( 41,054 )
( 64,229 )
Total ARLP Partners' Capital
1,614,971
1,214,954
Noncontrolling interest
26,507
11,115
Total Partners' Capital
1,641,478
1,226,069
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
2,661,473
$
2,159,406
See notes to consolidated financial statements .
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands, except unit and per unit data)
Year Ended December 31,
2022
2021
2020
SALES AND OPERATING REVENUES:
Coal sales
$
2,102,229
$
1,386,923
$
1,232,272
Oil & gas royalties
138,402
74,988
42,912
Transportation revenues
113,860
69,607
21,129
Other revenues
52,020
38,458
31,816
Total revenues
2,406,511
1,569,976
1,328,129
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
1,286,635
943,257
859,656
Transportation expenses
113,860
69,607
21,129
Outside coal purchases
151
6,372
—
General and administrative
80,334
70,160
59,806
Depreciation, depletion and amortization
273,759
261,377
313,387
Settlement gain
( 6,664 )
—
—
Asset impairments
—
—
24,977
Goodwill impairment
—
—
132,026
Total operating expenses
1,748,075
1,350,773
1,410,981
INCOME (LOSS) FROM OPERATIONS
658,436
219,203
( 82,852 )
Interest expense (net of interest capitalized of $ 922 , $ 396 and $ 1,325 , respectively)
( 37,332 )
( 39,229 )
( 45,613 )
Interest income
2,035
88
135
Equity method investment income
5,634
2,130
907
Other income (expense)
4,353
( 3,020 )
( 1,593 )
INCOME (LOSS) BEFORE INCOME TAXES
633,126
179,172
( 129,016 )
INCOME TAX EXPENSE
53,978
417
35
NET INCOME (LOSS)
579,148
178,755
( 129,051 )
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
( 1,958 )
( 598 )
( 169 )
NET INCOME (LOSS) ATTRIBUTABLE TO ARLP
$
577,190
$
178,157
$
( 129,220 )
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
4.39
$
1.36
$
( 1.02 )
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
127,195,219
127,195,219
127,164,659
See notes to consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands)
Year Ended December 31,
2022
2021
2020
NET INCOME (LOSS)
$
579,148
$
178,755
$
( 129,051 )
OTHER COMPREHENSIVE INCOME (LOSS):
Defined benefit pension plan
Amortization of prior service cost (1)
186
186
186
Net actuarial gain (loss)
10,148
14,921
( 5,522 )
Amortization of net actuarial loss (1)
1,963
4,327
4,128
Total defined benefit pension plan adjustments
12,297
19,434
( 1,208 )
Pneumoconiosis benefits
Net actuarial gain (loss)
9,840
( 161 )
( 7,787 )
Amortization of net actuarial loss (gain) (1)
1,038
4,172
( 686 )
Total pneumoconiosis benefits adjustments
10,878
4,011
( 8,473 )
OTHER COMPREHENSIVE INCOME (LOSS)
23,175
23,445
( 9,681 )
COMPREHENSIVE INCOME (LOSS)
602,323
202,200
( 138,732 )
Less: Comprehensive income attributable to noncontrolling interest
( 1,958 )
( 598 )
( 169 )
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ARLP
$
600,365
$
201,602
$
( 138,901 )
(1) Amortization of prior service cost and actuarial gain or loss is included in the computation of net periodic benefit cost (see Notes 17 and 21 for additional details).
See notes to consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands)
Year Ended December 31,
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$
579,148
$
178,755
$
( 129,051 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization
273,759
261,377
313,387
Non-cash compensation expense
11,029
5,709
3,345
Equity investment income
( 5,634 )
( 2,130 )
( 907 )
Distributions from equity method investments
5,634
2,130
907
Net gain on sale of property, plant and equipment
( 3,665 )
( 6,592 )
( 5,850 )
Asset impairment
—
—
24,977
Goodwill impairment
—
—
132,026
Change in deferred income tax
34,775
349
112
Other
5,677
3,970
13,909
Changes in operating assets and liabilities:
Trade receivables
( 107,510 )
( 24,952 )
56,172
Other receivables
( 7,921 )
3,109
( 3,225 )
Inventories, net
( 20,138 )
( 4,673 )
30,522
Prepaid expenses and other assets
( 9,179 )
211
( 2,514 )
Advance royalties
( 6,787 )
( 7,523 )
( 7,690 )
Accounts payable
14,580
19,481
( 24,282 )
Accrued taxes other than income taxes
5,180
( 7,267 )
9,286
Accrued payroll and related benefits
2,818
8,281
( 8,051 )
Pneumoconiosis benefits
3,849
6,832
2,340
Workers' compensation
( 3,996 )
( 1,292 )
1,355
Other
20,193
( 10,573 )
( 6,123 )
Total net adjustments
212,664
246,447
529,696
Net cash provided by operating activities
791,812
425,202
400,645
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
( 286,394 )
( 122,984 )
( 121,101 )
Change in accounts payable and accrued liabilities
35,956
2,594
( 8,773 )
Proceeds from sale of property, plant and equipment
7,468
7,719
3,762
Contributions to equity method investments
( 24,087 )
—
—
Purchase of equity securities
( 42,000 )
—
—
Payments for acquisitions of businesses
( 92,618 )
—
—
Oil & gas reserve acquisition
—
( 30,960 )
—
Other
( 1,663 )
943
988
Net cash used in investing activities
( 403,338 )
( 142,688 )
( 125,124 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
27,500
35,000
46,100
Payments under securitization facility
( 27,500 )
( 90,900 )
( 64,000 )
Proceeds from equipment financings
—
—
14,705
Payments on equipment financings
( 16,071 )
( 17,299 )
( 14,805 )
Borrowings under revolving credit facilities
—
15,000
70,000
Payments under revolving credit facilities
—
( 102,500 )
( 237,500 )
Borrowings from line of credit
—
5,340
—
Payment on line of credit
—
( 5,340 )
—
Payments on finance lease obligations
( 840 )
( 766 )
( 8,368 )
Cash settlement of grants under deferred compensation plan
—
—
( 2,490 )
Distributions paid to Partners
( 196,347 )
( 52,158 )
( 51,753 )
Other
( 1,596 )
( 2,062 )
( 8,318 )
Net cash used in financing activities
( 214,854 )
( 215,685 )
( 256,429 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
173,620
66,829
19,092
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
122,403
55,574
36,482
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
296,023
$
122,403
$
55,574
See notes to consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands, except unit data)
Number of
Accumulated
Limited
Other
Partner
Limited Partners'
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Income (Loss)
Interest
Capital
Balance at January 1, 2020
126,915,597
$
1,331,482
$
( 77,993 )
$
11,935
$
1,265,424
Comprehensive income (loss):
Net income (loss)
—
( 129,220 )
—
169
( 129,051 )
Actuarially determined long-term liability adjustments
—
—
( 9,681 )
—
( 9,681 )
Total comprehensive loss
( 138,732 )
Settlement of deferred compensation plans
279,622
( 3,800 )
—
—
( 3,800 )
Common unit-based compensation
—
3,345
—
—
3,345
Distributions on deferred common unit-based compensation
—
( 986 )
—
—
( 986 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 728 )
( 728 )
Distributions to Partners
—
( 50,767 )
—
—
( 50,767 )
Other
—
( 1,489 )
—
—
( 1,489 )
Balance at December 31, 2020
127,195,219
1,148,565
( 87,674 )
11,376
1,072,267
Comprehensive income:
Net income
—
178,157
—
598
178,755
Actuarially determined long-term liability adjustments
—
—
23,445
—
23,445
Total comprehensive income
202,200
Settlement of deferred compensation plans
—
( 1,090 )
—
—
( 1,090 )
Common unit-based compensation
—
5,709
—
—
5,709
Distributions on deferred common unit-based compensation
—
( 1,280 )
—
—
( 1,280 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 859 )
( 859 )
Distributions to Partners
—
( 50,878 )
—
—
( 50,878 )
Balance at December 31, 2021
127,195,219
1,279,183
( 64,229 )
11,115
1,226,069
Comprehensive income:
Net income
—
577,190
—
1,958
579,148
Actuarially determined long-term liability adjustments
—
—
23,175
—
23,175
Total comprehensive income
602,323
Common unit-based compensation
—
11,029
—
—
11,029
Distributions on deferred common unit-based compensation
—
( 5,553 )
—
—
( 5,553 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,596 )
( 1,596 )
Profits interest adjustment for noncontrolling interest
—
( 15,030 )
—
15,030
—
Distributions to Partners
—
( 190,794 )
—
—
( 190,794 )
Balance at December 31, 2022
127,195,219
$
1,656,025
$
( 41,054 )
$
26,507
$
1,641,478
See notes to consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
1. ORGANIZATION AND PRESENTATION
Significant Relationships Referenced in Notes to Consolidated Financial Statements
● References to "we," "us," "our" or "ARLP Partnership" mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries.
● References to "ARLP" mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis.
● References to "MGP" mean Alliance Resource Management GP, LLC, ARLP's general partner.
● References to "Mr. Craft" mean Joseph W. Craft III, the Chairman, President and Chief Executive Officer of MGP.
● References to "Intermediate Partnership" mean Alliance Resource Operating Partners, L.P., the intermediate partnership of Alliance Resource Partners, L.P.
● References to "Alliance Coal" mean Alliance Coal, LLC, an indirect wholly owned subsidiary.
● References to "Alliance Minerals" mean Alliance Minerals, LLC, an indirect wholly owned subsidiary.
● References to "Alliance Resource Properties" mean Alliance Resource Properties, LLC, an indirect wholly owned subsidiary .
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 ("ARH"), 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. Alliance GP, LLC ("AGP"), which is indirectly wholly owned by Mr. Craft, is the direct owner of MGP.
Oil & Gas Acquisitions
Boulders
On October 13, 2021, we acquired approximately 1,480 oil & gas net royalty acres in the Delaware Basin from Boulders Royalty Corp. ("Boulders") for a purchase price of $ 31.0 million (the "Boulders Acquisition").
Belvedere
On September 9, 2022, we acquired approximately 394 oil & gas net royalty acres in the Delaware Basin from Belvedere Operating, LLC ("Belvedere") for a purchase price of $ 11.4 million (the "Belvedere Acquisition").
Jase
On October 26, 2022, we acquired approximately 3,928 oil & gas net royalty acres in the Midland and Delaware Basins from Jase Minerals, LP ("Jase") for a purchase price of $ 81.2 million (the "Jase Acquisition").
The Boulders, Belvedere and Jase Acquisitions enhanced our ownership position in the Permian Basin and furthered our business strategy to grow our Oil & Gas Royalties segment through accretive acquisitions. See Note 3 – Acquisitions for more information. We now hold approximately 61,400 net royalty acres in premier oil & gas resource plays including previous acquisitions and our investment in AllDale Minerals III, LP ("AllDale III").
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Change in Tax Status
On March 15, 2022, Alliance Minerals changed its federal income tax status from a pass-through entity to a taxable entity via a "check the box" election (the "Tax Election"), which became effective January 1, 2022. This election for Alliance Minerals is anticipated to reduce the total income tax burden on our oil & gas royalties, as Alliance Minerals will pay entity-level taxes at corporate tax rates which are anticipated to be favorable to our unitholders. For more information on the Tax Election please see Note 9 – Income Taxes.
New Venture Investments
Francis
On April 5, 2022, we made a $ 20 million convertible note investment in Francis Renewable Energy, LLC ("Francis"). Francis currently is active in the installation, management and operation of metered-for-fee, public-access electric vehicle ("EV") charging stations. Francis also develops and constructs EV charging stations for third-party customers. Our investment in Francis furthers our business strategy to develop strategic relationships and invest in attractive opportunities. For more information on this investment, please see Note 13 – Variable Interest Entities.
Infinitum
On April 29, 2022, we purchased $ 32.6 million of Series D Preferred Stock in Infinitum Electric, Inc. ("Infinitum"), a Texas-based startup developer and manufacturer of electric motors featuring printed circuit board stators which have the potential to result in motors that are smaller, lighter, quieter, more efficient and capable of operating at a fraction of the carbon footprint of conventional electric motors. On November 2, 2022, we purchased an additional $ 9.4 million of Series D Preferred Stock in Infinitum. The preferred stock provides for non-cumulative dividends when and if declared by Infinitum's board of directors. Each share is convertible, at any time, at our option, into shares of common stock of Infinitum. Our investment in Infinitum furthers our business strategy to develop strategic relationships and invest in attractive opportunities. For more information on this investment, please see Note 14 – Investments.
NGP ETP IV
On June 2, 2022, we committed to purchase $ 25.0 million of limited partner interests in NGP ETP IV, L.P. ("NGP ETP IV"), a private equity fund sponsored by NGP Energy Capital Management, LLC ("NGP"). NGP ETP IV focuses on investments that are part of the global transition toward a lower carbon economy by partnering with top-tier management teams and investing growth equity in companies that drive or enable the growth of renewable energy, the electrification of our economy or the efficient use of energy. For more information on this investment, please see Note 13 – Variable Interest Entities.
Presentation
The consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of December 31, 2022 and 2021, and results of our operations, comprehensive income, cash flows and changes in partners' capital for each of the three years in the period ended December 31, 2022. All of our intercompany transactions and accounts have been eliminated. Certain immaterial amounts in the prior year have been reclassified to conform to the current year presentation.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation —The consolidated financial statements present the consolidated financial position, results of operations and cash flows of ARLP, the Intermediate Partnership, Alliance Coal and other directly and indirectly wholly- and majority-owned subsidiaries of ARLP. All intercompany transactions and accounts have been eliminated.
Variable Interest Entity ("VIE") —VIEs are primarily entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders, as a group, lack one or more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses or (c) right to receive expected residual returns. A VIE must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly
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impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
To determine a VIE's primary beneficiary, we perform a qualitative assessment to determine which party, if any, has the power to direct activities of the VIE and the obligation to absorb losses and/or receive its benefits. This assessment involves identifying the activities that most significantly impact the VIE's economic performance and determine whether it, or another party, has the power to direct those activities. When evaluating whether we are the primary beneficiary of a VIE, we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties. See Note 13 – Variable Interest Entities for further information.
Estimates —The preparation of consolidated financial statements in conformity with generally accepted accounting principles of the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates and assumptions include:
● Impairment assessments of investments, property, plant and equipment, and goodwill;
● Asset retirement obligations;
● Pension valuation variables;
● Workers' compensation and pneumoconiosis valuation variables;
● Acquisition related purchase price allocations;
● Life of mine assumptions;
● Oil & gas reserve quantities and carrying amounts; and
● Determination of oil & gas revenue accruals
These significant estimates and assumptions are discussed throughout these notes to the consolidated financial statements.
Fair Value Measurements —We apply fair value measurements to certain assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. Fair value measurements assume that the transaction occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability (the market for which the reporting entity would be able to maximize the amount received or minimize the amount paid). Valuation techniques used in our fair value measurements are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions.
We use the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:
● Level 1 – Quoted prices for identical assets and liabilities in active markets that we have the ability to access at the measurement date.
● Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.
● Level 3 – Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability.
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability. Significant fair value measurements are used in our significant estimates and are discussed throughout these notes.
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Cash and Cash Equivalents —Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with maturities of three months or less.
Cash Management —The cash flows from operating activities section of our consolidated statements of cash flows reflects immaterial adjustments representing book overdrafts. We did not have material book overdrafts at December 31, 2022, 2021 and 2020.
Inventories —Coal inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Supply inventories are stated at an average cost basis, less a reserve for obsolete and surplus items.
Business Combinations —For acquisitions accounted for as a business combination, we record the assets acquired, including identified intangible assets and liabilities assumed at their fair value, which in many instances involves estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques.
Goodwill —Goodwill represents the excess of cost over the fair value of net assets of acquired businesses. Goodwill is not amortized, but instead is evaluated for impairment periodically. We evaluate goodwill for impairment annually or more often if events or circumstances indicate that goodwill might be impaired. The reporting unit or units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated. A reporting unit is an operating segment or a component that is one level below an operating segment. During 2020, we recognized an impairment charge of $ 132.0 million consisting of the total carrying amount of goodwill allocated to our Hamilton County Coal, LLC ("Hamilton") reporting unit. See Note 5 – Goodwill Impairment for more information. There were no impairments of goodwill during 2022 or 2021.
Property, Plant and Equipment —Expenditures which extend the useful lives of existing plant and equipment assets are capitalized. Interest costs associated with major asset additions are capitalized during the construction period. Maintenance and repairs that do not extend the useful life or increase productivity of the asset are charged to operating expense as incurred. Exploration expenditures are charged to operating expense as incurred, including costs related to drilling and study costs incurred to convert or upgrade mineral resources to reserves. Land, machinery and equipment under finance lease agreements are capitalized and amortized over the useful lives of the assets given that in each case, ownership transfers at the end of the lease term. Preparation plants, processing facilities and mineral rights, assuming current production estimates, are depreciated or depleted using the units-of-production method over a range from 1 to 26 years . Mining equipment and other plant and equipment assets are depreciated principally using the straight-line method over the estimated useful lives of the assets, ranging from 1 to 26 years , limited by the remaining estimated life of each mine. Depreciable lives for buildings, office equipment and improvements range from 1 to 26 years . Gains or losses arising from retirements are included in operating expenses. Depletion of coal mineral rights is provided on the basis of tonnage mined in relation to estimated recoverable tonnage, which equals estimated proven and probable coal mineral reserves. Therefore, our coal mineral rights are depleted based on only proven and probable coal mineral reserves. See Oil & Gas Reserve Quantities and Carrying Amounts below for a discussion of our accounting policies for oil & gas properties.
Mine Development Costs —Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on a units of production method based on the estimated proven and probable coal mineral reserves. Mine development costs represent costs incurred in establishing access to coal mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine's production capacity and is not considered to shift the mine into the production phase.
Leases —We lease buildings and equipment under operating lease agreements that provide for the payment of minimum rentals. We also have noncancelable lease agreements with third parties for land and equipment under finance lease obligations. Some of our arrangements within these agreements have both lease and non-lease components, which are generally accounted for separately. We have elected a practical expedient to account for lease and non-lease components as a single lease component for leases of buildings and office equipment. Our leases have approximate lease terms of 1 to 26 years , some of which include automatic renewals up to ten years , which are likely to be exercised and some of which include options to terminate the lease within one year . We also hold numerous mineral reserve leases with both related parties as well as third parties, none of which are accounted for as an operating lease or as a finance lease.
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We review each agreement to determine if an arrangement within the agreement contains a lease at the inception of an arrangement. Once an arrangement is determined to contain an operating or finance lease with a term greater than 12 months, we recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term based on the present value of lease payments over the lease term. The lease term includes all noncancelable periods defined in the lease as well as periods covered by options to extend the lease that we are reasonably certain to exercise. As an implicit borrowing rate cannot be determined under most of our leases, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Expenses related to leases determined to be operating leases will be recognized on a straight-line basis over the lease term including any reasonably assured renewal periods, while those determined to be finance leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. The determination of whether a lease is accounted for as a finance lease or an operating lease requires management to make estimates primarily about the fair value of the asset and its estimated economic useful life.
Long-Lived Asset Impairment —We review the carrying value of long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on estimated undiscounted future cash flows. To the extent the carrying amount is not recoverable, the amount of impairment is measured by the difference between the carrying value and the fair value of the asset (See Note 4 – Long-Lived Asset Impairments).
Oil & Gas Reserve Quantities and Carrying Amounts —We are wholly dependent on third-party operators to explore, develop, produce and operate the properties associated with our mineral interests. We follow the successful efforts method of accounting for our oil & gas mineral interests. Under this method, costs to acquire mineral interests in oil & gas properties are capitalized when incurred. The costs of mineral interests in unproved properties are capitalized pending the results of exploration and leasing efforts by operators. As mineral interests in unproved properties are determined to be proved, the related costs are transferred to proved oil & gas properties.
Mineral interests in oil & gas properties are grouped using a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, which we may also refer to as a depletable group. Mineral interests in proved oil & gas properties are depleted based on the units-of-production method. Proved reserves are quantities of oil & gas that can be estimated with reasonable certainty to be recoverable in the future from a given date forward, from known reservoirs, under existing economic conditions, operating methods, and government regulations. Proved developed resources are the quantities expected to be recovered through our operators' existing wells with existing equipment, infrastructure and operating methods.
We evaluate impairment of our oil & gas mineral interests in proved properties whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This evaluation is performed on a depletable group basis. We compare the undiscounted projected future cash flows expected in connection with a depletable group to its unamortized carrying amount to determine recoverability. When the carrying amount of a depletable group exceeds its estimated undiscounted future cash flows, the carrying amount is written down to its fair value, which is measured as the present value of the projected future cash flows of such properties. The factors used to determine fair value include estimates of proved reserves, future commodity prices, timing of future production, future expenditures, and a risk-adjusted discount rate.
Our oil & gas mineral interests in unproved properties are also assessed for impairment periodically but at least annually when facts and circumstances indicate that the unproved property will not be transferred to proved properties. Impairment of individual unproved properties whose acquisition costs are relatively significant are assessed on a property-by-property basis, and an impairment loss is recognized if we determine that the unproved property will not be transferred to proved properties. Impairment of unproved properties whose acquisition costs are not individually significant are assessed on a group basis. Any amount of loss to be recognized and the amount of a valuation allowance needed to provide for impairment of those properties is determined by amortizing those properties in the aggregate on the basis of historical experience and other relevant information, such as the relative proportion of such properties on which proved reserves have been found in the past.
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Upon the sale of a complete depletable group, the book value thereof, less proceeds or salvage value, are charged to income. Upon the sale or retirement of an aggregation of interests which make up less than a complete depletable group, the proceeds are credited to accumulated depreciation, depletion and amortization, unless doing so would significantly alter the depreciation, depletion and amortization rate of the depletable group, in which case a gain or loss would be recorded.
Intangibles —Intangibles subject to amortization include customer contracts acquired from other parties and mining permits. Intangibles other than customer contracts are amortized on a straight-line basis over their useful life. Intangibles for customer contracts are amortized on a per unit basis over the terms of the contracts. Amortization expense attributable to intangibles was $ 1.2 million, $ 3.8 million and $ 4.9 million for the years ending December 31, 2022, 2021 and 2020, respectively. Our intangibles are included in Prepaid expenses and other assets and Other long-term assets on our consolidated balance sheets at December 31, 2022 and 2021. Our intangibles are summarized as follows:
December 31, 2022
December 31, 2021
Accumulated
Intangibles,
Accumulated
Intangibles,
Original Cost
Amortization
Net
Original Cost
Amortization
Net
(in thousands)
Customer contracts and other
10,623
( 10,623 )
—
10,623
( 9,504 )
1,119
Mining permits
1,500
( 472 )
1,028
1,500
( 418 )
1,082
Total
$
12,123
$
( 11,095 )
$
1,028
$
12,123
$
( 9,922 )
$
2,201
Amortization expense attributable to intangible assets is estimated as follows:
Year Ended December 31,
(in thousands)
2023
$
54
2024
54
2025
54
2026
54
2027
54
Thereafter
758
Investments —Our investments and ownership interests in equity securities without readily determinable fair values in entities in which we do not have a controlling financial interest or significant influence are accounted for using a measurement alternative other than fair value which is historical cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same entity. Distributions received on those investments are recorded as income unless those distributions are considered a return on investment, in which case the historical cost is reduced. We account for our ownership interests in Infinitum as equity securities without readily determinable fair values. See Note 14 – Investments for further discussion of this investment.
Our investments and ownership interests in entities in which we do not have a controlling financial interest are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the entity. Investments accounted for under the equity method are initially recorded at cost, and the difference between the basis of our investment and the underlying equity in the net assets of the joint venture at the investment date, if any, is amortized over the lives of the related assets that gave rise to the difference.
In the event our ownership requires a disproportionate sharing of income or loss, we use the hypothetical liquidation at book value ("HLBV") method to determine the appropriate allocation of income or loss. Under the HLBV method, income or loss of the investee is allocated based on hypothetical amounts that each investor would be entitled to receive if the net assets held were liquidated at book value at the end of each period, adjusted for any contributions made and distributions received during the period.
We hold equity method investments in AllDale III, Francis and NGP ETP IV. See Note 13 – Variable Interest Entities and Note 14 – Investments for further discussion of our equity method investments.
We review our investments for impairment whenever events or changes in circumstances indicate a loss in the value of the investment may be other-than-temporary.
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Advance Royalties —Rights to coal mineral leases are often acquired and/or maintained through advance royalty payments. Where royalty payments represent prepayments recoupable against future production, they are recorded as an asset, with amounts expected to be recouped within one year classified as a current asset. As mining occurs on these leases, the royalty prepayments are charged to operating expenses. We assess the recoverability of royalty prepayments based on estimated future production. Royalty prepayments estimated to be nonrecoverable are expensed. Our Advance royalties are summarized as follows:
December 31,
2022
2021
(in thousands)
Advance royalties, affiliates (see Note 22 – Related-Party Transactions)
$
60,608
$
55,613
Advance royalties, third-parties
14,661
12,869
Total advance royalties
$
75,269
$
68,482
Asset Retirement Obligations —Our coal mining operations are governed by various state statutes and the Federal Surface Mining Control and Reclamation Act of 1977, which establish reclamation and mine closing standards. These regulations require, among other things, restoration of property in accordance with specified standards and an approved reclamation plan. We record a liability for the fair value of the estimated cost of future mine asset retirement and closing procedures, escalated for inflation then discounted, on a present value basis in the period incurred or acquired and a corresponding amount is capitalized by increasing the carrying amount of the related long-lived asset. Those costs relate to permanently sealing portals at underground mines and to reclaiming the final pits and support surface acreage for both our underground mines and past surface mines. Examples of these types of costs, common to both types of mining, include, but are not limited to, removing or covering refuse piles and settling ponds, water treatment obligations, and dismantling preparation plants, other facilities and roadway infrastructure. Accounting for asset retirement obligations also requires depreciation of the capitalized asset retirement cost and accretion of the asset retirement obligation over time. Depreciation is generally determined on a units-of-production basis and accretion is generally recognized over the life of the producing assets. As changes in estimates occur (such as mine plan revisions, changes in estimated costs or changes in anticipated timing of reclamation activities), the revisions to the obligation and asset are recognized at the appropriate credit-adjusted, risk-free interest rate. Federal and state laws require bonds to secure our obligations to reclaim lands used for mining and are typically renewed on an annual basis. See Note 20 – Asset Retirement Obligations for more information.
Pension Benefits —The funded status of our pension benefit plan is recognized separately in our consolidated balance sheets as either an asset or liability. The funded status is the difference between the fair value of plan assets and the plan's benefit obligation. Pension obligations and net periodic benefit costs are actuarially determined and impacted by various assumptions and estimates including expected return on assets, discount rates, mortality assumptions, employee turnover rates and retirement dates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liability as necessary (See Note 17 – Employee Benefit Plans).
The discount rate is determined for our pension benefit plan based on an approach specific to our plan. The year end discount rate is determined considering a yield curve comprised of high-quality corporate bonds and the timing of the expected benefit cash flows.
The expected long-term rate of return on plan assets is determined based on broad equity and bond indices, the investment goals and objectives, the target investment allocation and on the average annual total return for each asset class.
Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are deferred and recorded in accumulated other comprehensive loss until amortized as a component of net periodic benefit cost. Unrecognized actuarial gains and losses in excess of 10 % of the greater of the benefit obligation or the market-related value of plan assets are amortized over the participants' average remaining future years of service.
Workers ' Compensation and Pneumoconiosis (Black Lung) Benefits —We are liable for workers' compensation benefits for traumatic injuries and benefits for black lung disease (or pneumoconiosis). Both traumatic claims and pneumoconiosis benefits are covered through our self-insured programs. In addition, 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 benefits to eligible employees and former employees and their dependents.
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We provide income replacement and medical treatment for work-related traumatic injury claims as required by applicable state laws. Workers' compensation laws also compensate survivors of workers who suffer employment related deaths. Our liability for traumatic injury claims is the estimated present value of current workers' compensation benefits, based on our actuarial estimates. Our actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claim development patterns, mortality, medical costs and interest rates.
Our pneumoconiosis benefits liability is calculated using the service cost method based on the actuarial present value of the estimated pneumoconiosis obligation. Our actuarial calculations are based on numerous assumptions including claim development patterns, medical costs and mortality. Actuarial gains or losses are amortized over the remaining service period of active miners. See Note 21 – Accrued Workers' Compensation and Pneumoconiosis Benefits for more information on Workers' Compensation and Pneumoconiosis Benefits.
Coal Revenue Recognition —Revenues from coal supply contracts with customers, which primarily relate to sales of thermal coal, are recognized at the point in time when control of the coal passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other revenue contracts vary in length from short-term to long-term sales contracts and do not typically have significant financing components. Transportation revenues represent the fulfillment costs incurred for the services provided to customers through third-party carriers and for which we are directly reimbursed. Other revenues primarily consist of transloading fees, administrative service revenues from our affiliates, mine safety services and products, other coal contract fees and other handling and service fees. Performance obligations under these contracts are typically satisfied upon transfer of control of the goods or services to our customer which is determined by the contract and could be upon shipment or upon delivery.
The estimated transaction price from each of our contracts is based on the total amount of consideration we expect to be entitled to under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, government imposition claims, per ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. We have constrained the expected value of variable consideration in our estimation of transaction price and only included this consideration to the extent that it is probable that a significant revenue reversal will not occur. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception. Variable consideration is allocated to a specific part of the contract in many instances, such as if the variable consideration is based on production activities for coal delivered during a certain period or the outcome of a customer's ability to accept coal shipments over a certain period.
Contract assets are recorded as trade receivables and reported separately in our consolidated balance sheet from other contract assets as title passes to the customer and our right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks of performance. We typically do not have material contract assets that are stated separately from trade receivables as our performance obligations are satisfied as control of the goods or services passes to the customer thereby granting us an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of our performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer.
Oil & Gas Revenue Recognition —Oil & gas royalty revenues are recognized at the point in time when control of the product is transferred to the purchaser by the lessee and collectability of the sales price is reasonably assured. Oil & gas are priced on the delivery date based on prevailing market prices with certain adjustments related to oil quality and physical location. The royalty we receive is tied to a market index, with certain adjustments based on, among other factors, whether a well connects to a gathering or transmission line, quality and heat content of the product, and prevailing supply and demand conditions.
We also periodically earn revenue from lease bonuses. We recognize lease bonus revenue when we execute a lease of our mineral interests to exploration and production companies. A lease agreement represents our contract with an operator, which is generally an exploration and production company. The contract will (a) generally transfer the rights to any oil or gas discovered, (b) grant us a right to a specified royalty interest from the operator, and (c) require the operator to commence drilling and complete operations within a specified time period. Control of the minerals transfers to the operator when the lease agreement is executed. At the time we execute the lease agreement, we expect to receive the lease bonus
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payment within a reasonable time, though in no case more than one year, such that we do not adjust the expected amount of consideration for the effects of any significant financing component.
As a non-operator, we have limited visibility into the timing of when new wells start producing. In addition, production statements may not be received for 30 to 90 days or more after the date production is delivered. As a result, we are required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The expected sales volumes and prices from our properties are estimated and recorded within the Trade receivables line item in our consolidated balance sheets. The difference between our estimates and the actual amounts received for oil & gas royalty revenue are immaterial and recorded in the month that payment is received from the third-party purchaser unless new production information is received prior to the payment allowing us to update the estimate recorded.
Common Unit-Based Compensation —We have the Long-Term Incentive Plan ("LTIP") for certain employees and officers of MGP and its affiliates who perform services for us. As part of the 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 our general partner ("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.
We utilize the Supplemental Executive Retirement Plan ("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 MGP Amended and Restated Deferred Compensation Plan for Directors ("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.
The fair value of restricted common unit grants under the LTIP, SERP and the Directors' Deferred Compensation Plan are determined on the grant date of the award and recognized as compensation expense on a pro rata basis for LTIP and SERP awards, as appropriate, over the requisite service period. Compensation expense is fully recognized on the grant date for quarterly distributions credited to SERP accounts and Directors' Deferred Compensation Plan awards. The corresponding liability is classified as equity and included in limited partners' capital in the consolidated financial statements (See Note 18 – Common Unit-Based Compensation Plans).
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Income Taxes —We are not a taxable entity for federal or state income tax purposes; the tax effect of our activities accrues to our unitholders. Although publicly traded partnerships as a general rule are taxed as corporations, we qualify for an exemption because at least 90 % of our income consists of qualifying income, as defined in Section 7704(c) of the Internal Revenue Code. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. Individual unitholders have different investment bases depending upon the timing and price of acquisition of their partnership units. Furthermore, each unitholder's tax accounting, which is partially dependent upon the unitholder's tax position, differs from the accounting followed in our consolidated financial statements. Accordingly, the aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder's tax attributes in our partnership is not available to us.
Our subsidiary Alliance Minerals within our Oil & Gas Royalties segment and certain other subsidiaries within our Other, Corporate and Elimination category are subject to federal and state income taxes. We use the liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax status or a change in tax rates on deferred tax assets and liabilities is recognized in the period the change in status is elected or rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.
New Accounting Standards Issued and Adopted —In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). ASU 2021-10 increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. ASU 2021-10 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2021-10 did not have a material impact on our consolidated financial statements.
3. ACQUISITION S
Boulders
On October 13, 2021, we acquired approximately 1,480 oil & gas net royalty acres in the Delaware Basin from Boulders for a purchase price of $ 31.0 million, which was funded with cash on hand. This acquisition gives us increased exposure to a prolific area of the Delaware Basin and is within close proximity to reserves acquired in previous acquisitions. The acreage acquired in the Boulders Acquisition was mostly undeveloped. Because more than 90% of the mineral interests acquired in the acquisition represent undeveloped properties, including proved undeveloped, we have determined that the Boulders Acquisition should be accounted for as an asset acquisition. We have allocated the purchase price to the acquired reserves as follows:
(in thousands)
Mineral interests in proved properties
$
12,542
Mineral interests in unproved properties
18,418
$
30,960
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Belvedere
On September 9, 2022 (the "Belvedere Acquisition Date"), we acquired approximately 394 oil & gas net royalty acres in the Delaware Basin from Belvedere for a cash purchase price of $ 11.4 million, which was funded with cash on hand. This acquisition gives us additional exposure to a productive area of the Delaware Basin and is within close proximity to reserves that we currently own. Because the mineral interests acquired in the Belvedere Acquisition include royalty interests in both developed properties and undeveloped properties, we have determined that the acquisition should be accounted for as a business combination and the underlying assets should be recorded at fair value as of the Belvedere Acquisition Date on our consolidated balance sheet.
The following table summarizes the fair value allocation of assets acquired as of the Belvedere Acquisition Date:
(in thousands)
Mineral interests in proved properties
$
7,724
Mineral interests in unproved properties
3,667
$
11,391
The fair value of the mineral interests was determined using an income approach consisting of a discounted cash flow model. The assumptions used in the discounted cash flow model included estimated production, projected cash flows, forward oil & gas prices and risk adjusted discount rates. Certain assumptions used are not observable in active markets; therefore, the fair value measurements represent Level 3 fair value measurements.
The amounts of revenue and earnings from the mineral interests acquired in the Belvedere Acquisition included in our consolidated statements of operations since the Belvedere Acquisition Date are as follows:
Year Ended
December 31,
2022
(in thousands)
Revenue
$
722
Net income
488
The following represents our supplemental pro forma consolidated revenues and net income for the years ended December 31, 2022 and 2021 as if the mineral interests acquired in the Belvedere Acquisition had been included in our consolidated results since January 1, 2021. These amounts have been calculated after applying our accounting policies.
Year Ended
December 31,
2022
2021
(in thousands)
(unaudited)
Revenues
$
2,407,368
$
1,571,119
Net income
579,906
179,747
Jase
On October 26, 2022 (the "Jase Acquisition Date"), we acquired approximately 3,928 oil & gas net royalty acres in the Midland and Delaware Basins from Jase for a cash purchase price of $ 81.2 million which was funded with cash on hand. This acquisition further enhanced our ownership position in the Permian Basin. Because the mineral interests acquired in the Jase Acquisition include royalty interests in both developed properties and undeveloped properties, we have determined that the acquisition should be accounted for as a business combination and the underlying assets should be recorded at fair value as of the Jase Acquisition Date on our consolidated balance sheet.
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The following table summarizes the fair value allocation of assets acquired as of the Jase Acquisition Date:
(in thousands)
Mineral interests in proved properties
$
35,918
Mineral interests in unproved properties
43,740
Receivables
1,569
Net assets acquired
$
81,227
The fair value of the mineral interests was determined using an income approach consisting of a discounted cash flow model. The assumptions used in the discounted cash flow model included estimated production, projected cash flows, forward oil & gas prices and risk adjusted discount rates. The fair value of the receivables was determined using estimated production during the period between the Jase Acquisition Date and the effective date of the agreement and observable sales prices during the period. Certain assumptions used are not observable in active markets; therefore, the fair value measurements represent Level 3 fair value measurements.
The amounts of revenue and earnings from the mineral interests acquired in the Jase Acquisition included in our consolidated statements of operations since the Jase Acquisition Date are as follows:
Year Ended
December 31,
2022
(in thousands)
Revenue
$
1,689
Net income
854
The following represents our supplemental pro forma consolidated revenues and net income for the years ended December 31, 2022 and 2021 as if the mineral interests acquired in the Jase Acquisition had been included in our consolidated results since January 1, 2021. These amounts have been calculated after applying our accounting policies.
Year Ended
December 31,
2022
2021
(in thousands)
(unaudited)
Revenues
$
2,417,278
$
1,579,660
Net income
587,749
186,151
4.
LONG-LIVED ASSET IMPAIRMENT S
During the year ended December 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 mineral resources as a result of weakened coal market conditions including the impact of the COVID-19 pandemic. 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 mineral resources held by Alliance Resource Properties near our coal mining operations in the Illinois Basin. See Note 25 – 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 coal mineral reserve and resource assets near our Illinois Basin coal mining operations.
See Note 2 – Summary of Significant Accounting Policies – Long-Lived Asset Impairment for more information on our accounting policy for asset impairments.
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5. 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 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.
6.
INVENTORIES
Inventories consist of the following :
December 31,
2022
2021
(in thousands)
Coal
$
23,553
$
24,845
Supplies (net of reserve for obsolescence of $ 6,601 and $ 5,554 , respectively)
53,773
35,457
Total inventories, net
$
77,326
$
60,302
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for inventories.
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7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
December 31,
2022
2021
(in thousands)
Mining equipment and processing facilities
$
1,927,603
$
1,896,470
Land and coal mineral rights
499,950
458,440
Oil & gas mineral interests
740,635
647,864
Buildings, office equipment, improvements and other miscellaneous equipment
300,436
282,902
Construction, mine development and other projects in progress
99,042
44,217
Mine development costs
289,724
278,454
Property, plant and equipment, at cost
3,857,390
3,608,347
Less accumulated depreciation, depletion and amortization
( 2,040,468 )
( 1,909,669 )
Total property, plant and equipment, net
$
1,816,922
$
1,698,678
Depreciation, depletion and amortization expense related to property, plant and equipment was $ 270.9 million, $ 256.9 million and $ 297.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
At December 31, 2022 and 2021, land and coal mineral rights above include $ 29.9 million and $ 37.4 million, respectively, of carrying value associated with coal mineral reserves and resources attributable to properties where we or a third party to which we lease coal mineral reserves and resources are not currently engaged in mining operations or leasing to third parties, and therefore, the coal mineral reserves are not currently being depleted. We believe that the carrying value of these coal mineral reserves will be recovered.
At December 31, 2022 and 2021, our oil & gas mineral interests noted in the table above includes the carrying value of our unproved oil & gas mineral interests totaling $ 383.6 million and $ 355.1 million, respectively. As discussed in Note 2 – Summary of Significant Accounting Policies, we generally do not record depletion expense for our unproved oil & gas mineral interests; however, we do review for impairment as needed throughout the year.
During 2022, we incurred $ 11.3 million in mine development costs, primarily related to Hamilton and River View Coal, LLC ("River View") mine. During 2021, we did not incur material mine development costs. All past capitalized mine development costs are associated with other mines that shifted to the production phase in past years and we are amortizing these costs accordingly. We believe that the carrying value of the past development costs will be recovered.
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for property, plant and equipment.
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8. LONG-TERM DEBT
Long-term debt consists of the following:
Unamortized Discount and
Principal
Debt Issuance Costs
December 31,
December 31,
2022
2021
2022
2021
(in thousands)
Replaced credit facility
$
—
$
—
$
( 2,702 )
$
( 5,019 )
Senior notes
400,000
400,000
( 2,134 )
( 3,048 )
Securitization facility
—
—
—
—
May 2019 equipment financing
—
1,503
—
—
November 2019 equipment financing
21,072
31,972
—
—
June 2020 equipment financing
5,937
9,605
—
—
427,009
443,080
( 4,836 )
( 8,067 )
Less current maturities
( 24,970 )
( 16,071 )
—
—
Total long-term debt
$
402,039
$
427,009
$
( 4,836 )
$
( 8,067 )
Credit Facility. On January 13, 2023, Alliance Coal entered into a Credit Agreement (the "Credit Agreement") with various financial institutions. The Credit Agreement provides for a $ 425 million revolving credit facility, which includes a sublimit of $ 15.0 million for swingline borrowings and permits the issuance of letters of credit of up to the full amount of $ 425 million (the "Revolving Credit Facility"), and for a term loan in an aggregate principal amount of $ 75 million (the "Term Loan"). The Credit Agreement matures on March 9, 2027, at which time the aggregate outstanding principal amount of all Revolving Credit Facility advances and all Term Loan advances are required to be repaid in full. The Credit Agreement will instead mature on January 30, 2025, if on that date our Senior Notes, as discussed below, are still outstanding and Alliance Coal does not have liquidity of at least $ 200 million. Interest is payable quarterly, with principal of the Term Loan due in quarterly installments equal to 6.25 % of the original principal amount of the Term Loan beginning with the quarter ending June 30, 2023 and the balance payable at maturity. The Credit Facility replaces the $ 459.5 million revolving credit facility ("Replaced Credit Facility"), which included a sublimit of $ 125 million for the issuance of letters of credit and a sublimit of $ 15.0 million for swingline borrowings, extended to the Intermediate Partnership under its Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020 that would have expired on March 9, 2024.
The Credit Agreement is guaranteed by ARLP and certain of its subsidiaries, including the Intermediate Partnership and most of the direct and indirect subsidiaries of Alliance Coal (the "Subsidiary Guarantors"). The Credit Agreement also is secured by substantially all of the assets of the Subsidiary Guarantors and Alliance Coal. Borrowings under the Credit Agreement bear interest, at our option, at either (i) an adjusted term rate plus the applicable margin or (ii) the base rate plus the applicable margin. The base rate is the highest of (i) the Overnight Bank Funding Rate plus 0.50 %, (ii) the Administrative Agent's prime rate, and (iii) the Daily Simple Secured Overnight Financing Rate plus 100 basis points. The applicable margin for borrowings under the Credit Agreement are determined by reference to the Consolidated Debt to Consolidated Cash Flow Ratio. Borrowings under the Replaced Credit Facility bore interest, at our option, at either (i) the base rate at the greater of three benchmarks or (ii) a Eurodollar Rate, plus margins. The Eurodollar Rate, with applicable margin, under the Replaced Credit Facility was 6.74 % as of December 31, 2022. At December 31, 2022, we had $ 41.1 million of letters of credit outstanding with $ 418.4 million available for borrowing under the Replaced Credit Facility. We incurred an annual commitment fee of 0.35 % on the undrawn portion of the Replaced Credit Facility.
The Credit Agreement contains various restrictions affecting Alliance Coal and its subsidiaries, including, among other things, restrictions on incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates. In each case, these restrictions are subject to various exceptions. In addition, the restrictions apply to the payment of cash distributions if such payment would result in a certain fixed charge coverage ratio (as determined in the Credit Agreement) or in Alliance Coal having liquidity of less than $ 200 million. The Credit Agreement requires us to maintain (a) debt of Alliance Coal to cash flow ratio of not more than 1.5 to 1.0, (b) a consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio of not more than 2.5 to 1.0 and (c) an interest coverage ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters. The Replaced Credit Facility was subject to similar restrictions on the Intermediate Partnership. The Replaced Credit Facility required 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,
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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 0.52 to 1.0, 21.76 to 1.0 and 0.03 to 1.0, respectively, for the trailing twelve months ended December 31, 2022. We remained in compliance with the covenants of the Replaced Credit Facility as of December 31, 2022 and anticipate remaining in compliance with the covenants of the new Credit Agreement. We utilize the Credit Agreement, as appropriate, for working capital requirements, capital expenditures and investments, scheduled debt payments and distribution payments.
Net restricted assets, as defined by the Securities and Exchange Commission, refers to the amount of our consolidated subsidiaries' net assets for which the ability to transfer funds to ARLP in the form of cash dividends, loans, advances, or transfers is restricted. As a result of the restrictions contained in the Replaced Credit Facility and its associated compliance ratios, the amount of our net restricted assets at December 31, 2022 was $ 537.3 million.
Senior Notes. On April 24, 2017, the Intermediate Partnership and Alliance Resource Finance Corporation ("Alliance Finance") (as co-issuer), a wholly owned subsidiary of the Intermediate Partnership, 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 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 . Certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership are party to a $ 60.0 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 $ 60.0 million secured by the trade receivables. After the sale, Alliance Coal, as servicer of the assets, collects the receivables on behalf of AROP Funding. The Securitization Facility bears interest based on a short-term bank yield index. On December 31, 2022, we had $ 11.7 million of letters of credit outstanding with $ 48.3 million available for borrowing under the Securitization Facility. The agreement governing the Securitization Facility contains customary terms and conditions, including limitations with regards to certain customer credit ratings. In January 2023, we extended the term of the Securitization Facility to January 2024. The Securitization Facility was previously scheduled to mature in January 2023. At December 31, 2022, we did no t have any outstanding borrowings 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 contained customary terms and events of default and provided for thirty-six month ly payments with an implicit interest rate of 6.25 %. The May 2019 Equipment Financing matured on May 1, 2022 and the equipment reverted back 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 back 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 month ly payments with an implicit interest rate of 6.1 %, maturing on June 5, 2024. Upon maturity, the equipment will revert back to the Intermediate Partnership.
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Other. We also have an agreement with a bank to provide additional letters of credit in an amount of $ 5.0 million to maintain surety bonds to secure certain asset retirement obligations and our obligations for workers' compensation benefits. At December 31, 2022, we had $ 5.0 million in letters of credit outstanding under this agreement.
Aggregate maturities of long-term debt are payable as follows:
Year Ended
December 31,
(in thousands)
2023
$
24,970
2024
2,039
2025
400,000
$
427,009
9. INCOME TAXES
Components of income tax expense are as follows:
Year Ended December 31,
2022
2021
2020
(in thousands)
Current:
Federal
$
17,572
$
( 1 )
$
( 78 )
State
1,605
70
1
19,177
69
( 77 )
Deferred:
Federal
33,038
356
( 178 )
State
1,763
( 8 )
290
34,801
348
112
Income tax expense
$
53,978
$
417
$
35
Alliance Minerals' Tax Election resulted in the recognition of an initial deferred tax liability of $ 37.3 million and a corresponding increase to income tax expense for the year ended December 31, 2022. This increase in income tax expense reduced net income by $ 37.3 million, or approximately $ 0.29 per basic and diluted limited partner unit, for the year ended December 31, 2022. Recognition of the initial deferred tax liability and expense is primarily the result of the $ 177.0 million non-cash acquisition gain recognized in 2019 related to the acquisition of the remaining interests in AllDale Minerals LP ("AllDale I") and AllDale Minerals II, LP ("AllDale II", and collectively with AllDale I, "AllDale I & II") (the "Acquisition Gain"). The Acquisition Gain was recognized to step up to fair value the financial reporting basis of the interests we already owned at the time of acquisition. The tax basis of the underlying properties of AllDale I & II did not include the Acquisition Gain.
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Reconciliations of income taxes at the U.S. federal statutory tax rate to income taxes at our effective tax rate are as follows:
Year Ended December 31,
2022
2021
2020
(in thousands)
Income taxes at statutory rate
$
132,956
$
37,626
$
( 27,093 )
Less: Income taxes at statutory rate on Partnership income not subject to income taxes
( 112,032 )
( 36,577 )
26,293
Increase (decrease) resulting from:
State taxes, net of federal income tax
1,492
275
( 192 )
Change in valuation allowance of deferred tax assets
( 317 )
( 834 )
1,151
Deferred taxes related to tax election
37,253
—
—
Tax effect of noncontrolling interest income not subject to income taxes
( 5,399 )
—
—
Other
25
( 73 )
( 124 )
Income tax expense
$
53,978
$
417
$
35
The effective income tax rate for our income tax expense for the year ended December 31, 2022 is less than the federal statutory rate, primarily due to the portion of income not subject to income taxes, partially offset by the effect of the Tax Election previously discussed. The effective income tax rates for our income tax expense for the years ended December 31, 2021 and 2020 are less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.
Significant components of deferred tax liabilities and deferred tax assets are as follows:
December 31,
2022
2021
(in thousands)
Deferred tax liabilities:
Property, plant and equipment
$
( 38,349 )
$
( 2,169 )
Total deferred tax liabilities
( 38,349 )
( 2,169 )
Deferred tax assets:
Federal loss carryovers and credits
2,139
1,328
Other
1,084
808
Total deferred tax assets
3,223
2,136
Less valuation allowance
—
( 317 )
Net deferred tax assets
3,223
1,819
Overall net deferred tax liabilities
$
( 35,126 )
$
( 350 )
The change in deferred tax liabilities for property, plant and equipment is primarily as a result of the Alliance Minerals' Tax Election and associated impact of the Acquisition Gain discussed above.
Federal loss carryovers and credits are primarily due to net operating losses and research and development credits associated with the operations of other subsidiaries that are taxable for federal income tax purposes.
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Our 2019 through 2022 tax years remain open to examination by tax authorities. We have been notified by the Internal Revenue Service that lower-tier partnership income tax returns for the tax year ended December 31, 2020 have been selected for audit.
10. LEASES
The components of lease expense were as follows:
December 31,
2022
2021
2020
(in thousands)
Finance lease cost:
Amortization of right-of-use assets
$
597
$
597
$
704
Interest on lease liabilities
73
147
377
Operating lease cost
274
2,404
3,873
Short-term lease cost
—
200
84
Variable lease cost
1,665
1,306
1,375
Total lease cost
$
2,609
$
4,654
$
6,413
Rental expense was $ 5.1 million, $ 3.3 million and $ 5.2 million for the years ended December 31, 2022, 2021 and 2020 respectively.
Supplemental cash flow information related to leases was as follows:
December 31,
2022
2021
2020
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
2,880
$
2,367
$
3,870
Operating cash flows for finance leases
$
73
$
147
$
377
Financing cash flows for finance leases
$
840
$
766
$
8,368
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$
1,315
$
189
$
278
Supplemental balance sheet information related to leases was as follows:
December 31,
2022
2021
(in thousands)
Finance leases:
Property and equipment finance lease assets, gross
$
5,485
$
5,485
Accumulated depreciation
( 5,061 )
( 4,464 )
Property and equipment finance lease assets, net
$
424
$
1,021
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December 31,
2022
2021
Weighted average remaining lease term
Operating leases
13.4 years
15.5 years
Finance leases
5.0 years
3.5 years
Weighted average discount rate
Operating leases
6.0 %
6.0 %
Finance leases
4.8 %
7.4 %
Maturities of lease liabilities as of December 31, 2022 were as follows:
Operating leases
Finance leases
(in thousands)
2023
$
3,253
$
140
2024
2,918
140
2025
1,734
140
2026
1,106
140
2027
1,112
140
Thereafter
11,901
—
Total lease payments
22,024
700
Less imputed interest
( 7,100 )
( 82 )
Total
$
14,924
$
618
The current portion of our operating and finance lease obligations are included in Other current liabilities line item in our consolidated balance sheets. The long-term portion of our finance lease obligation is included in the Other liabilities line item in our consolidated balance sheets.
11. FAIR VALUE MEASUREMENTS
The following table summarizes our fair value measurements within the hierarchy not included elsewhere in these notes:
December 31, 2022
December 31, 2021
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
(in thousands)
Long-term debt
$
—
$
424,420
$
—
$
—
$
457,758
$
—
Total
$
—
$
424,420
$
—
$
—
$
457,758
$
—
See Note 2 – Summary of Significant Accounting Policies – Fair Value Measurements for more information regarding fair value hierarchy levels.
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 8 – Long-Term Debt). The fair value of debt, which is based on these interest rates, is classified as a Level 2 measurement under the fair value hierarchy.
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12. PARTNERS' CAPITAL
Distributions
Our available cash that is not used for unit repurchases may, at the discretion of our general partner, be distributed within 45 days after the end of each quarter to unitholders of record. Available cash is generally defined in the partnership agreement as all cash and cash equivalents on hand at the end of each quarter less reserves established by MGP in its reasonable discretion for future cash requirements. These reserves are retained to provide for the conduct of our business, the payment of debt principal and interest and to provide funds for future distributions. The following table summarizes the quarterly per unit distribution paid during each quarter of 2020 through 2022:
Year Ended December 31,
2022
2021
2020
First Quarter
$
0.250
$
—
$
0.400
Second Quarter
$
0.350
$
0.100
$
—
Third Quarter
$
0.400
$
0.100
$
—
Fourth Quarter
$
0.500
$
0.200
$
—
On January 27, 2023, we declared a quarterly distribution of $ 0.70 per unit, totaling approximately $ 89.0 million, on all our common units outstanding, which was paid on February 14, 2023, to all unitholders of record on February 7, 2023.
Unit Repurchase Program
In May 2018, the board of directors of our general partner ("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 year ended December 31, 2022. 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.
In January 2023, the Board of Directors authorized a $ 93.5 million increase to the unit repurchase program, which had $ 6.5 million of available capacity as of December 31, 2022. As a result, we are authorized to repurchase up to a total of $ 100.0 million of ARLP common units. As of February 24, 2023, we have repurchased and retired 856,629 units at an average unit price of $ 21.15 for an aggregate purchase price of $ 18.1 million since we increased the amount authorized under the unit repurchase program.
Other
The noncontrolling interest in our consolidated balance sheets represents Bluegrass Minerals Management, LLC's ("Bluegrass Minerals") ownership interest in Cavalier Minerals JV, LLC ("Cavalier Minerals"). Our accumulated other comprehensive loss consists of unrecognized actuarial gains and losses as well as unrecognized prior service costs related to our pension and pneumoconiosis benefits. See Note 13 – Variable Interest Entities, Note 17 –Employee Benefit Plans and Note 21 – Accrued Workers' Compensation and Pneumoconiosis Benefits for further information.
13. VARIABLE INTEREST ENTITIES
Cavalier Minerals
On November 10, 2014, our subsidiary, Alliance Minerals, and Bluegrass Minerals entered into a limited liability company agreement (the "Cavalier Agreement") to create Cavalier Minerals, which was formed to indirectly acquire oil & gas mineral interests through its ownership in 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 recovered their investment. Distributions with respect to Bluegrass Minerals' profits interest are offset by all distributions received by Bluegrass Minerals from the former general partners of AllDale I & II. Bluegrass Minerals' profits interest distributions began in late 2022. We hold the managing member interest in Cavalier Minerals. Total contributions to and cumulative distributions from Cavalier Minerals are as follows:
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Alliance
Bluegrass
Minerals
Minerals
(in thousands)
Contributions
$
143,112
$
5,963
Distributions
146,484
6,179
We have concluded that Cavalier Minerals is a 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 consolidated balance sheets. In addition, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our consolidated statements of operations.
AllDale III
In February 2017, Alliance Minerals committed to directly invest $ 30.0 million in 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 14 – Investments for more information.
Francis
On April 5, 2022, we invested $ 20 million in Francis, in the form of a convertible note with a maturity date of April 1, 2023. Our convertible note represents an ownership interest in Francis upon conversion. We have determined the note more closely represents equity as opposed to debt. Therefore, we will account for the convertible note as an equity contribution even though we will not participate in Francis' earnings or losses and will not be eligible to receive distributions until the note converts.
We have concluded that Francis is a VIE as the management structure is similar to a limited partnership with the non-managing members (i) not having the ability to remove the managing member and (ii) not participating significantly in the operational decisions. We are not the primary beneficiary of Francis as we do not have the power to direct the activities that most significantly impact Francis's economic performance. We account for our ownership interest in the income or loss of Francis as an equity method investment. We record equity income or loss based on Francis' distribution structure. See Note 14 – Investments for more information.
NGP ETP IV
On June 2, 2022, we committed to purchase $ 25.0 million of limited partner interests in NGP ETP IV, a private equity fund sponsored by NGP and focused on investments that are part of the global transition toward a lower carbon economy. We funded $ 4.1 million during the year ended December 31, 2022. Our final ownership percentage in NGP ETP IV is not yet known.
We have concluded that NGP ETP IV is a VIE as it is structured as a limited partnership with limited partners (i) not having the ability to remove the general partner and (ii) not participating significantly in the operational decisions. We are not the primary beneficiary of NGP ETP IV as we do not have the power to direct the activities that most significantly impact NGP ETP IV's economic performance. We account for our ownership interest in the income or loss of NGP ETP IV as an equity method investment. See Note 14 – Investments for more information.
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See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for variable interest entities.
14. INVESTMENTS
AllDale III
As discussed in Note 13 – 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:
Year Ended December 31,
2022
2021
2020
(in thousands)
Beginning balance
$
26,325
$
27,268
$
28,529
Equity method investment income
5,634
2,130
907
Distributions received
( 6,675 )
( 3,073 )
( 1,895 )
Other
—
—
( 273 )
Ending balance
$
25,284
$
26,325
$
27,268
Francis
As discussed in Note 13 – Variable Interest Entities, we account for our ownership interest in the income or loss of Francis as an equity method investment. The changes in our equity method investment in Francis for the year ended December 31, 2022 were as follows:
Year Ended December 31,
2022
(in thousands)
Beginning balance
$
—
Contributions
20,000
Ending balance
$
20,000
NGP ETP IV
As discussed in Note 13 – Variable Interest Entities, we account for our ownership interest in the income or loss of NGP ETP IV as an equity method investment. The changes in our equity method investment in NGP ETP IV for the year ended December 31, 2022 were as follows:
Year Ended December 31,
2022
(in thousands)
Beginning balance
$
—
Contributions
4,087
Ending balance
$
4,087
Infinitum
On April 29, 2022, we purchased $ 32.6 million of Series D Preferred Stock in Infinitum, a Texas-based startup developer and manufacturer of electric motors featuring printed circuit board stators. On November 2, 2022, we purchased an additional $ 9.4 million of Series D Preferred Stock in Infinitum at the same price per share as those shares of Series D Preferred Stock that we acquired on April 29, 2022. Our preferred stock provides for non-cumulative dividends when and if declared by Infinitum's board of directors. Each share is convertible, at any time, at our option, into shares of common stock of Infinitum. We account for our ownership interest in Infinitum as an equity investment without a readily
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determinable fair value. It is not practicable to estimate the fair value of our investment in Infinitum because of the lack of a quoted market price for our ownership interests. Therefore, we use a measurement alternative other than fair value to account for our investment. There have been no fair value adjustments in our investment in Infinitum subsequent to our purchases. During the period we have not observed any price changes that have occurred to identical or similar securities sold by Infinitum that would indicate an adjustment to the fair value of our investment is warranted. The changes in our investment in Infinitum for the year ended December 31, 2022 were as follows:
Year Ended December 31,
2022
(in thousands)
Beginning balance
$
—
Contributions
42,000
Ending balance
$
42,000
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for investments.
15. 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 25 – Segment Information.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Year Ended December 31, 2022
Coal sales
$
1,219,943
$
882,286
$
—
$
—
$
—
$
2,102,229
Oil & gas royalties
—
—
138,402
—
—
138,402
Coal royalties
—
—
—
60,624
( 60,624 )
—
Transportation revenues
69,540
44,320
—
—
—
113,860
Other revenues
6,822
1,481
3,039
56
40,622
52,020
Total revenues
$
1,296,305
$
928,087
$
141,441
$
60,680
$
( 20,002 )
$
2,406,511
Year Ended December 31, 2021
Coal sales
$
873,930
$
512,993
$
—
$
—
$
—
$
1,386,923
Oil & gas royalties
—
—
74,988
—
—
74,988
Coal royalties
—
—
—
51,402
( 51,402 )
—
Transportation revenues
41,001
28,606
—
—
—
69,607
Other revenues
4,666
3,940
2,197
69
27,586
38,458
Total revenues
$
919,597
$
545,539
$
77,185
$
51,471
$
( 23,816 )
$
1,569,976
Year Ended December 31, 2020
Coal sales
$
755,208
$
477,064
$
—
$
—
$
—
$
1,232,272
Oil & gas royalties
—
—
42,912
—
—
42,912
Coal royalties
—
—
—
42,112
( 42,112 )
—
Transportation revenues
12,817
8,312
—
—
—
21,129
Other revenues
1,932
14,954
229
105
14,596
31,816
Total revenues
$
769,957
$
500,330
$
43,141
$
42,217
$
( 27,516 )
$
1,328,129
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The following table illustrates the projected revenue for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2022 and disaggregated by segment and contract duration.
2026 and
2023
2024
2025
Thereafter
Total
(in thousands)
Illinois Basin Coal Operations coal revenues
$
1,230,551
$
730,825
$
344,601
$
243,600
$
2,549,577
Appalachia Coal Operations coal revenues
721,143
532,647
308,925
1,600
1,564,315
Total coal revenues (1)
$
1,951,694
$
1,263,472
$
653,526
$
245,200
$
4,113,892
(1) Coal revenues generally consists of consolidated revenues excluding our Oil & Gas Royalties segment as well as intercompany revenues from our Coal Royalties segment.
16. EARNINGS PER LIMITED PARTNER UNIT
We utilize the two-class method in calculating basic and diluted earnings per limited partner unit ("EPU"). Net income attributable to ARLP is allocated to limited partners and participating securities 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 LTIP and phantom units in notional accounts under our SERP and the 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.
Year Ended December 31,
2022
2021
2020
(in thousands, except per unit data)
Net income (loss) attributable to ARLP
$
577,190
$
178,157
$
( 129,220 )
Less:
Distributions to participating securities
( 8,527 )
( 2,334 )
—
Undistributed earnings attributable to participating securities
( 10,576 )
( 2,403 )
—
Net income (loss) attributable to ARLP available to limited partners
$
558,087
$
173,420
$
( 129,220 )
Weighted-average limited partner units outstanding – basic and diluted
127,195
127,195
127,165
Earnings per limited partner unit - basic and diluted (1)
$
4.39
$
1.36
$
( 1.02 )
(1) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. For the years ended December 31, 2022, 2021 and 2020, the combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 3,540,385 , 1,967,672 and 773,664 , respectively, were considered anti-dilutive under the treasury stock method.
17. EMPLOYEE BENEFIT PLANS
Defined Contribution Plans —All regular full-time employees are eligible to participate in a defined contribution profit sharing and savings plan ("PSSP") that we sponsor. PSSP participants may elect to make voluntary contributions to this plan up to a specified amount of their compensation. We make matching contributions based on a percent of an employee's eligible compensation and also make an additional non-matching contribution. Our contribution expense for the PSSP was approximately $ 19.4 million, $ 17.7 million and $ 16.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
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Defined Benefit Plan —Eligible employees and former employees of certain of our mining operations participate in a defined benefit plan (the "Pension Plan") that we sponsor. The Pension Plan is closed to new applicants. 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.
The following sets forth changes in benefit obligations and plan assets for the years ended December 31, 2022 and 2021 and the funded status of the Pension Plan reconciled with the amounts reported in our consolidated financial statements:
December 31,
2022
2021
(dollars in thousands)
Change in benefit obligations:
Benefit obligations at beginning of year
$
139,566
$
147,934
Interest cost
3,749
3,438
Actuarial gain
( 32,996 )
( 6,406 )
Benefits paid
( 5,637 )
( 5,400 )
Benefit obligations at end of year
104,682
139,566
Change in plan assets:
Fair value of plan assets at beginning of year
113,976
100,969
Employer contribution
—
3,312
Actual return on plan assets
( 16,210 )
15,095
Benefits paid
( 5,637 )
( 5,400 )
Fair value of plan assets at end of year
92,129
113,976
Funded status at the end of year
$
( 12,553 )
$
( 25,590 )
Amounts recognized in balance sheet:
Non-current liability
$
( 12,553 )
$
( 25,590 )
Amounts recognized in accumulated other comprehensive income consists of:
Prior service cost
$
( 382 )
$
( 568 )
Net actuarial loss
( 15,160 )
( 27,271 )
$
( 15,542 )
$
( 27,839 )
Weighted-average assumption to determine benefit obligations as of December 31,
Discount rate
5.10 %
2.73 %
Weighted-average assumptions used to determine net periodic benefit cost for the year ended December 31,
Discount rate
2.73 %
2.37 %
Expected return on plan assets
6.00 %
6.50 %
The actuarial gain components of the change in benefit obligations in 2022 and 2021 were primarily attributable to an increase in the discount rate compared to the prior year end.
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The expected long-term rate of return used to determine our pension liability is based on a 1.5 % active management premium in addition to an asset allocation assumption of:
Asset allocation
As of December 31, 2022
assumption
Equity securities
60 %
Fixed income securities
35 %
Real estate
5 %
100 %
The actual return on plan assets was ( 14.6 )% and 15.1 % for the years ended December 31, 2022 and 2021, respectively.
Year Ended December 31,
2022
2021
2020
(in thousands)
Components of net periodic benefit cost:
Interest cost
$
3,749
$
3,438
$
4,185
Expected return on plan assets
( 6,638 )
( 6,580 )
( 5,861 )
Amortization of prior service cost
186
186
186
Amortization of net loss
1,963
4,327
4,128
Net periodic benefit cost (1)
$
( 740 )
$
1,371
$
2,638
(1) Nonservice components of net periodic benefit cost are included in the Other income (expense) line item within our consolidated statements of operations.
Year Ended December 31,
2022
2021
(in thousands)
Other changes in plan assets and benefit obligation recognized in accumulated other comprehensive loss:
Net actuarial gain
$
10,148
$
14,921
Reversal of amortization item:
Prior service cost
186
186
Net actuarial loss
1,963
4,327
Total recognized in accumulated other comprehensive loss
12,297
19,434
Net periodic benefit cost (credit)
740
( 1,371 )
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
$
13,037
$
18,063
Estimated future benefit payments as of December 31, 2022 are as follows:
Year Ended
December 31,
(in thousands)
2023
$
6,239
2024
6,416
2025
6,605
2026
6,816
2027
6,907
2028-2032
35,293
$
68,276
As a result of certain pension plan contribution relief provided by the American Rescue Plan Act enacted in March 2021, we do no t expect to make contributions to the Pension Plan during 2023.
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The Compensation Committee has appointed an investment manager with full investment authority with respect to Pension Plan investments subject to investment guidelines and compliance with Employee Retirement Income Security Act of 1974 or other applicable laws. The investment manager employs a series of asset allocation strategy phases to glide the portfolio risk commensurate with both plan characteristics and market conditions. The objective of the allocation policy is to reach and maintain fully funded status. The total portfolio allocation will be adjusted as the funded ratio of the Pension Plan changes and market conditions warrant. Total account performance is reviewed at least annually, using a dynamic benchmark approach to track investment performance. General asset allocation guidelines at December 31, 2022 are as follows:
Percentage of Total Portfolio
Minimum
Maximum
Equity securities
35 %
80 %
Fixed income securities
15 %
65 %
Convertible securities
0 %
10 %
Alternatives
0 %
20 %
Equity securities include domestic equity securities, developed international equity securities, emerging markets equity securities and real estate investment trust. Fixed income securities include domestic and international investment grade fixed income securities, high yield securities and emerging markets fixed income securities. Futures may also be utilized within the equity securities and fixed income securities asset allocation. Alternatives may include individual securities, exchange traded notes, exchange traded commodities and underlying funds providing exposure to market neutral strategies, long/short strategies, direct real estate and commodities.
The following information discloses the fair values of our Pension Plan assets by asset category:
December 31,
2022
2021
(in thousands)
Cash and cash equivalents (a)
$
5,422
$
4,426
Commingled investment funds measured at net asset value (b):
Equities - Global
—
24,868
Equities - United States
36,259
41,140
Equities - United States futures
( 697 )
( 2,055 )
Equities - International developed markets
14,214
16,382
Equities - International developed markets futures
( 1,693 )
( 16,260 )
Equities - International emerging markets
782
( 3,363 )
Equities - International emerging markets futures
3,289
7,024
Fixed income - Investment grade
13,856
27,095
Fixed income - High yield
156
177
Fixed income - Futures
8,590
( 689 )
Alternatives
11,951
15,231
Total
$
92,129
$
113,976
(a) Cash and cash equivalents represents a Level 1 fair value measurement. See Note 2 – Summary of Significant Accounting Policies – Fair Value Measurements for more information regarding the definitions of fair value hierarchy levels.
(b) Investments measured at fair value using the net asset value per share (or its equivalent) have not been classified within the fair value hierarchy. The fair values of all commingled investment funds are determined based on the net asset values per unit of each of the funds. The net asset values per unit represent the aggregate value of the fund's assets at fair value less liabilities, divided by the number of units outstanding.
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for pension benefits.
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18. COMMON UNIT-BASED COMPENSATION PLANS
Long-Term Incentive Plan
A summary of non-vested LTIP grants of restricted units is as follows:
Number of units
Weighted average grant date fair value per unit
Intrinsic value
(in thousands)
Non-vested grants at January 1, 2020
1,603,378
$
20.39
$
17,349
Granted (1)
1,430,489
5.02
Vested (2)
( 919,524 )
21.70
Grants canceled (3)
( 675,302 )
18.62
Forfeited
( 8,552 )
20.16
Non-vested grants at December 31, 2020
1,430,489
5.02
6,409
Granted (4)
1,818,190
6.03
Forfeited
( 118,204 )
5.48
Non-vested grants at December 31, 2021
3,130,475
5.59
39,569
Granted (4)
769,907
14.65
Forfeited
( 203,249 )
6.93
Non-vested grants at December 31, 2022
3,697,133
7.40
75,126
(1) In December 2020, we modified the vesting requirements for certain restricted units that we granted in February 2020 which were determined to be improbable of vesting under the original vesting requirements (the "2020 Grants"). The new vesting requirements make it probable the modified restricted units will vest. Also in December 2020, an additional 578,114 restricted units under these modified vesting requirements were granted. The grant date fair value reflects the modification date fair value for those awards that were modified.
(2) In February 2020, we issued 279,622 unrestricted common units to LTIP participants as a result of satisfying the vesting requirements for 424,486 restricted units that were granted in 2017. The remaining vested units were settled in cash to satisfy tax withholding obligations of the LTIP participants. In December 2020, we accelerated the vesting requirements for 495,038 restricted units that were granted in 2018 (the "2018 Grants") and settled these restricted units in cash.
(3) In December 2020, 675,302 restricted units that were granted in 2019 (the "2019 Grants") were canceled since it was determined that the vesting requirements for these restricted units were not probable of being satisfied.
(4) The restricted units granted during 2021 and 2022 have certain minimum-value guarantees per unit, regardless of whether or not the awards vest .
For the years ended December 31, 2022, 2021 and 2020, our LTIP expense for grants of restricted units was $ 9.4 million, $ 5.4 million and $ 8.1 million, respectively. LTIP expense for grants of restricted units for the year ended December 31, 2020 includes the impact of the reversal of the 2019 Grants, the modification of the 2020 Grants and incremental compensation cost associated with the cash settlement of the 2018 Grants. The cash settlement of the 2018 Grants was the first time we have settled restricted units in cash and we currently do not expect to do so again in the future. The cash settlement of the 2018 Grants resulted in $ 5.4 million in incremental compensation cost. The 2019 Grants were determined to be not probable of vesting therefore $ 4.8 million of cumulative previously recognized expense was reversed in 2020, offset in part by related DERs for the 2019 Grants previously recorded to equity and then expensed in 2020. The 2020 Grants were determined to be improbable of vesting therefore the Compensation Committee modified the awards to change the vesting requirement, which made the grants probable of vesting, and granted additional restricted units under these modified vesting requirements as previously discussed. As a result, the grant date fair value of the modified awards was changed to reflect the modification date fair value of the awards resulting in a net reduction in LTIP expense of $ 1.0 million for the year ended December 31, 2020.
The total obligation associated with LTIP grants of restricted units as of December 31, 2022 and 2021 was $ 16.0 million and $ 6.7 million, respectively, and is included in the partners' capital Limited partners-common unitholders line item in our consolidated balance sheets. As of December 31, 2022, there was $ 11.4 million in total unrecognized
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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 0.8 years.
On January 27, 2023, the Compensation Committee authorized additional grants of 462,225 restricted units, of which 447,225 units were granted. These restricted units have certain minimum-value guarantees, regardless of whether or not the awards vest.
Supplemental Executive Retirement Plan and Directors' Deferred Compensation Plan
A summary of SERP and Directors' Deferred Compensation Plan activity 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, 2020
631,365
$
25.48
$
6,831
Granted
129,265
5.25
Phantom units outstanding as of December 31, 2020
760,630
22.04
3,408
Granted
46,638
9.45
Issued (1)
( 138,570 )
25.86
Phantom units outstanding as of December 31, 2021
668,698
20.37
8,452
Granted
73,842
19.44
Phantom units outstanding as of December 31, 2022
742,540
20.28
15,088
(1) During the year ended December 31, 2021, we purchased 102,962 ARLP common units on the open market to settle the account of a participant under the SERP. Units purchased were net of units settled in cash to satisfy tax-withholding obligations.
Total SERP and Directors' Deferred Compensation Plan expense was $ 1.4 million, $ 0.4 million and $ 0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 15.1 million and $ 13.5 million, respectively, and is included in the partners' capital Limited partners-common unitholders line item in our consolidated balance sheets.
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for unit-based compensation.
19. SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended December 31,
2022
2021
2020
(in thousands)
Cash Paid For:
Interest
$
34,844
$
36,402
$
44,226
Income taxes
$
23,794
$
11
$
12
Non-Cash Activity:
Accounts payable for purchase of property, plant and equipment
$
44,281
$
8,325
$
5,731
Right-of-use assets acquired by operating lease
$
1,315
$
189
$
278
Market value of common units issued under deferred compensation plans before tax withholding requirements
$
—
$
1,082
$
3,837
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20. ASSET RETIREMENT OBLIGATIONS
The following table presents the activity affecting the asset retirement and mine closing liability:
Year Ended December 31,
2022
2021
(in thousands)
Beginning balance
$
131,099
$
127,898
Accretion expense
3,731
3,688
Payments
( 2,445 )
( 1,383 )
Allocation of liability associated with mine development and change in assumptions
17,428
896
Ending balance
$
149,813
$
131,099
For the year ended December 31, 2022, the allocation of liability associated with mine development and change in assumptions increased by $ 17.4 million. The increase was largely attributable to higher cost assumptions as well as the expansion of refuse disposal facilities at certain mines.
For the year ended December 31, 2021, the allocation of liability associated with mine development and change in assumptions was immaterial.
The impact of discounting our estimated cash flows resulted in reducing the accrual for asset retirement obligations by $ 110.4 million and $ 98.3 million at December 31, 2022 and 2021, respectively. Estimated payments of asset retirement obligations as of December 31, 2022 are as follows:
Year Ended
December 31,
(in thousands)
2023
$
7,559
2024
4,936
2025
1,935
2026
1,569
2027
3,182
Thereafter
241,065
Aggregate undiscounted asset retirement obligations
260,246
Effect of discounting
( 110,433 )
Total asset retirement obligations
149,813
Less: current portion
( 7,559 )
Non-current asset retirement obligations
$
142,254
As of December 31, 2022 and 2021, we had approximately $ 174.3 million and $ 173.9 million, respectively, in surety bonds outstanding to secure the performance of our reclamation obligations.
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for asset retirement obligations.
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21. ACCRUED WORKERS' COMPENSATION AND PNEUMOCONIOSIS BENEFITS
The following is a reconciliation of the changes in workers' compensation liability (including current and long-term liability balances):
December 31,
2022
2021
Beginning balance
$
53,448
$
54,739
Changes in accruals
7,384
5,168
Payments
( 12,708 )
( 10,725 )
Interest accretion
1,147
926
Valuation loss
181
3,340
Ending balance
$
49,452
$
53,448
The discount rate used to calculate the estimated present value of future obligations for workers' compensation was 4.87 % and 2.41 % at December 31, 2022 and 2021, respectively.
The valuation loss in 2022 was primarily attributable to an increase in the discount rate used to calculate the estimated present value of the future obligations being partially offset by unfavorable changes in claims development. The 2021valuation loss was primarily attributable to unfavorable changes in claims development partially offset by an increase in the discount rate used to calculate the estimated present value of future obligations.
As of December 31, 2022 and 2021, we had $ 99.8 million and $ 100.4 million, respectively, in surety bonds and letters of credit outstanding to secure workers' compensation obligations.
We limit our exposure to traumatic injury claims by purchasing a high deductible insurance policy that starts paying benefits after deductibles for the particular claim year have been met. 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 December 31, 2022 and 2021 are $ 4.1 million and $ 5.7 million, respectively. Our receivables are included in Other long-term assets on our consolidated balance sheets.
The following is a reconciliation of the changes in pneumoconiosis benefit obligations:
December 31,
2022
2021
(in thousands)
Benefit obligations at beginning of year
$
111,316
$
108,496
Service cost
3,798
4,021
Interest cost
2,991
2,545
Actuarial loss (gain)
( 9,840 )
161
Benefits and expenses paid
( 3,978 )
( 3,907 )
Benefit obligations at end of year
$
104,287
$
111,316
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The following is a reconciliation of the changes in the pneumoconiosis benefit obligation recognized in accumulated other comprehensive loss:
Year Ended December 31,
2022
2021
2020
(in thousands)
Net actuarial gain (loss)
$
9,840
$
( 161 )
$
( 7,787 )
Reversal of amortization item:
Net actuarial loss (gain)
1,038
4,172
( 686 )
Total recognized in accumulated other comprehensive loss
$
10,878
$
4,011
$
( 8,473 )
The discount rate used to calculate the estimated present value of future obligations for pneumoconiosis benefits was 5.0 %, 2.73 % and 2.38 % at December 31, 2022, 2021 and 2020, respectively.
Year Ended December 31,
2022
2021
2020
(in thousands)
Amount recognized in accumulated other comprehensive loss consists of:
Net actuarial loss
$
25,510
$
36,388
$
40,399
The actuarial gain component of the change in benefit obligations in 2022 was primarily attributable to favorable assumption changes in the discount rate and demographics in the at-risk population. These components were offset in part by a) unfavorable black lung claims experience, b) unfavorable assumption changes regarding future average medical benefits and legal expense levels, and c) unfavorable assumption changes related to Federal and State benefit levels. The actuarial loss component of the change in benefit obligations in 2021 was primarily attributable to unfavorable assumption changes regarding future medical and legal expense levels. These components were offset in part by a) an increase in the discount rate used to calculate the estimated present value of the future obligations and b) favorable black lung claims experience and other demographic changes in the at-risk population.
Summarized below is information about the amounts recognized in the accompanying consolidated balance sheets for pneumoconiosis and workers' compensation benefits:
December 31,
2022
2021
(in thousands)
Workers' compensation claims
$
49,452
$
53,448
Pneumoconiosis benefit claims
104,287
111,316
Total obligations
153,739
164,764
Less current portion
( 14,099 )
( 12,293 )
Non-current obligations
$
139,640
$
152,471
Both the pneumoconiosis benefit and workers' compensation obligations were unfunded at December 31, 2022 and 2021.
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The pneumoconiosis benefit and workers' compensation expense consists of the following components:
Year Ended December 31,
2022
2021
2020
(in thousands)
Black lung benefits:
Service cost
$
3,798
$
4,021
$
3,526
Interest cost (1)
2,991
2,545
2,998
Net amortization (1)
1,038
4,172
( 686 )
Total pneumoconiosis expense
7,827
10,738
5,838
Workers' compensation expense
11,675
8,339
12,305
Net periodic benefit cost
$
19,502
$
19,077
$
18,143
________________________________________
(1) Interest cost and net amortization is included in the Other income (expense) line item within our consolidated statements of income ( see Note 2 – Summary of Significant Accounting Policies).
See Note 2 – Summary of Significant Accounting Policies for more information on our accounting policy for workers' compensation and pneumoconiosis benefits.
22. RELATED-PARTY TRANSACTIONS
We have continuing related-party transactions with MGP and its affiliates. The Board of Directors and its conflicts committee ("Conflicts Committee") review our related-party transactions that involve a potential conflict of interest between our general partner or its affiliates and ARLP or its subsidiaries or any other partner of ARLP to determine that such transactions are fair and reasonable to ARLP. As a result of these reviews, the Board of Directors and the Conflicts Committee approved each of the transactions described below that had such potential conflict of interest as fair and reasonable to ARLP.
Line of Credit
On February 19, 2021, we entered into a line of credit arrangement (the "Line of Credit") with a related party for $ 5.0 million. This Line of Credit was amended on November 4, 2021 to increase the total available under the Line of Credit to $ 5.5 million. The Line of Credit had a maturity date of February 28, 2023 and accrued interest at an annual rate of 3.5 % payable quarterly. During the year ended December 31, 2021 we received proceeds and made payments under the Line of Credit of $ 5.3 million. On November 10, 2021 we terminated the Line of Credit.
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Affiliate Coal Lease Agreements
The following table summarizes advanced royalties outstanding and related payments and recoupments under our affiliate coal lease agreements:
WKY CoalPlay
Towhead
Webster
Henderson
WKY
Craft Foundations
Coal
Coal
Coal
CoalPlay
Henderson
Henderson
Tunnel
& Union
Webster
Henderson
& Union
Ridge
Counties, KY
County, KY
County, KY
Counties, KY
Total
Acquired
Acquired
Acquired
Acquired
Acquired
2005
December 2014
December 2014
December 2014
February 2015
(in thousands)
As of January 1, 2020
$
1,500
$
16,603
$
—
$
12,607
$
10,506
$
41,216
Payments
3,000
3,597
2,568
2,522
2,132
13,819
Recoupment
( 3,000 )
( 1,022 )
—
—
( 56 )
( 4,078 )
Unrecoupable
—
—
( 2,568 )
—
—
( 2,568 )
As of December 31, 2020
1,500
19,178
—
15,129
12,582
48,389
Payments
3,000
3,597
2,568
2,521
2,131
13,817
Recoupment
( 3,000 )
( 1,025 )
—
—
—
( 4,025 )
Unrecoupable
—
—
( 2,568 )
—
—
( 2,568 )
As of December 31, 2021
1,500
21,750
—
17,650
14,713
55,613
Payments
3,000
3,597
—
2,522
2,131
11,250
Recoupment
( 3,000 )
( 3,255 )
—
—
—
( 6,255 )
Unrecoupable
—
—
—
—
—
—
As of December 31, 2022
$
1,500
$
22,092
$
—
$
20,172
$
16,844
$
60,608
Craft Foundations — In January 2005, we acquired Tunnel Ridge from ARH. In connection with this acquisition, we assumed a coal lease with Alliance Resource GP, LLC, an entity indirectly wholly owned by Mr. Craft and Kathleen S. Craft until it was dissolved in December 2020. In December 2018, the property subject to the lease was transferred to the Joseph W. Craft III Foundation and the Kathleen S. Craft Foundation, which each hold an undivided one - half interest (the "Craft Foundations"). Under the terms of the lease, Tunnel Ridge is required to pay an annual minimum royalty of $ 3.0 million. The lease expires the earlier of January 1, 2033 or upon the exhaustion of the mineable and merchantable leased coal. Tunnel Ridge incurred $ 12.3 million, $ 5.8 million and $ 6.1 million in earned royalties in 2022, 2021 and 2020 respectively.
Tunnel Ridge has a surface land lease with an annual payment of $ 0.2 million, payable in January of each year with the Craft Foundations.
WKY CoalPlay — In February 2015, WKY CoalPlay, LLC ("WKY CoalPlay") entered into a coal lease agreement with Alliance Resource Properties regarding coal mineral resources located in Henderson and Union Counties, Kentucky. The lease has an initial term of 20 years and provides for earned royalty payments to WKY CoalPlay of 4.0 % of the coal sales price and annual minimum royalty payments of $ 2.1 million. All annual minimum royalty payments are recoupable from future earned royalties.
In December 2014, WKY CoalPlay's subsidiaries, Towhead Coal Reserves, LLC and Henderson Coal Reserves, LLC entered into coal lease agreements with Alliance Resource Properties. The leases have initial terms of 20 years and provide for earned royalty payments of 4.0 % of the coal sales price and annual minimum royalty payments of $ 3.6 million and $ 2.5 million, respectively. All annual minimum royalty payments under each agreement are recoupable from future earned royalties payable under that agreement.
In December 2014, WKY CoalPlay's subsidiary, Webster Coal Reserves, LLC entered into a coal lease agreement with Alliance Resource Properties. The lease had a term of 7 years and provided for earned royalty payments of 4.0 % of the coal sales price and annual minimum royalty payments of $ 2.6 million. This lease expired in December 2021.
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Cavalier Minerals – As discussed in Note 13 – Variable Interest Entities, through our subsidiaries, we hold a non-economic managing member interest and a 96 % non-managing member interest in Cavalier Minerals and, Bluegrass Minerals, a third party, holds a 4 % non-managing member interest and a 25 % profits interest. See Note 14 – Investments for information on payments made and distributions received by Cavalier Minerals.
23. COMMITMENTS AND CONTINGENCIES
Commitments — We lease buildings and equipment under operating lease agreements that provide for the payment of both minimum and contingent rentals. We also have noncancelable coal mineral reserve and resource leases as discussed in Note 22 – Related-Party Transactions.
Contractual Commitments — In connection with planned capital projects, we have contractual commitments of approximately $ 147.7 million at December 31, 2022. As of December 31, 2022, we had no commitments to purchase coal from external production sources in 2022 and thereafter.
General Litigation — 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 state law due to alleged failure to compensate for time "donning" and "doffing" equipment and to account for certain bonuses in the calculation of overtime rates and pay. The plaintiffs seek class and collective action certification. 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 are defending 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 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.
Other —Effective December 1, 2022, we renewed our property and casualty insurance program through October 1, 2023. Our property insurance was procured from our wholly owned captive insurance company, Wildcat Insurance, LLC ("Wildcat Insurance"). Wildcat Insurance charged certain of our subsidiaries for the premiums on this program and in return purchased reinsurance for the program in the standard market. The maximum limit in the commercial property program is $ 100.0 million per occurrence, excluding a $ 1.5 million deductible for property damage, a 75 or 90 day waiting period for underground business interruption depending on the mining complex and an additional $ 25.0 million overall aggregate deductible. We can make no assurances that we will not experience significant insurance claims in the future that could have a material adverse effect on our business, financial condition, results of operations and ability to purchase property insurance in the future. Also, exposures exist for which no insurance may be available and for which we have not reserved. In addition, the insurance industry has been subject to efforts by environmental activists to restrict coverages available for fossil-fuel companies.
24. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
The international coal market has been a part of our business with indirect sales to end-users in Europe, Africa, Asia, North America and South America. Our sales into the international coal market are considered exports and are made through brokered transactions. During the years ended December 31, 2022, 2021 and 2020, export tons represented approximately 12.5 %, 12.5 % and 3.3 % of tons sold, respectively.
Because title to our export shipments typically transfers to our brokerage customers at a point that does not necessarily reflect the end-usage point, we attribute export tons to the country with the end-usage point, if known. No individual country was attributed greater than 10% of total domestic and export tons sold during the years ended December 31, 2022, 2021 and 2020.
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We have significant long-term coal supply agreements, some of which contain prospective price adjustment provisions designed to reflect changes in market conditions, labor and other production costs and, in the infrequent circumstance when the coal is sold other than free on board the mine, changes in transportation rates. A major customer is defined as a customer from which we derive at least ten percent of our total revenues, including transportation revenues. Total revenues from major customers are as follows:
Year Ended December 31,
Segment
2022
2021
2020
(in thousands)
Customer A
Illinois Basin
$
328,406
$
239,482
$
197,379
Customer B
Illinois Basin
260,146
—
157,271
Customer C
Illinois Basin/Appalachia
228,480
—
—
Customer D
Illinois Basin/Appalachia
—
—
137,785
Trade accounts receivable from major customers totaled approximately $ 63.6 million and $ 10.8 million at December 31, 2022 and 2021, respectively. Our credit loss experience has historically been insignificant. Financial conditions of our customers could result in a material change to our credit loss expense in future periods. The coal supply agreements with Customers A, B and C expire in 2026, 2029 and 2024 respectively.
25. 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. Our two coal operations reportable segments correspond to major coal producing regions in the eastern United States with similar economic characteristics including coal quality, geology, coal marketing opportunities, mining and transportation methods and regulatory issues. The two coal operations reportable segments include seven mining complexes operating in Illinois, Indiana, Kentucky, Maryland, Pennsylvania, and West Virginia and a coal loading terminal in Indiana on the Ohio River. Our Oil & Gas Royalties reportable segment includes our oil & gas mineral interests which are located primarily in the Permian (Delaware and Midland), Anadarko (SCOOP/STACK) and Williston (Bakken) basins. The operations within our Oil & Gas Royalties reportable segment primarily include receiving royalties and lease bonuses for our oil & gas mineral interests. Our Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties, which are either (a) leased to our mining complexes or (b) near our coal mining operations but not yet leased.
The Illinois Basin Coal Operations reportable segment includes (a) the Gibson County Coal, LLC's ("Gibson County Coal") mining complex, (b) the Warrior Coal, LLC ("Warrior") mining complex, (c) the River View mining complex and (d) the Hamilton mining complex. The segment also includes our Mt. Vernon Transfer Terminal, LLC ("Mt. Vernon") coal loading terminal in Indiana which operates on the Ohio River, Mid-America Carbonates, LLC ("MAC") and other support services, and our non-operating mining complexes.
The Appalachia Coal Operations reportable segment includes (a) the Mettiki mining complex, (b) the Tunnel Ridge mining complex and (c) the MC Mining, LLC ("MC Mining") mining complex.
The Oil & Gas Royalties reportable segment includes oil & gas mineral interests held by AR Midland, LP ("AR Midland") and AllDale I & II and includes Alliance Minerals' equity interests in both AllDale III (Note 14 – Investments) and Cavalier Minerals.
Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties that are (a) leased to certain of our mining complexes in both the Illinois Basin Coal Operations and Appalachia Coal Operations reportable segments or (b) located near our operations and external mining operations. Approximately 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, its subsidiaries, and Alliance Design Group, LLC (collectively referred to as the "Matrix Group"), our investments in Francis,
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Infinitum and NGP ETP IV (see Note 14 – Investments), Wildcat Insurance, which assists the ARLP Partnership with its insurance requirements, AROP Funding and Alliance Finance (both discussed in Note 8 – 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.
Reportable segment results are presented below.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Year Ended December 31, 2022
Revenues - Outside
$
1,296,305
$
928,087
$
141,441
$
56
$
40,622
$
2,406,511
Revenues - Intercompany
—
—
—
60,624
( 60,624 )
—
Total revenues (1)
1,296,305
928,087
141,441
60,680
( 20,002 )
2,406,511
Segment Adjusted EBITDA Expense (2)
806,080
464,029
13,950
21,871
( 23,497 )
1,282,433
Segment Adjusted EBITDA (3)
420,684
426,402
131,168
38,809
3,495
1,020,558
Total assets
779,018
431,913
711,917
321,587
417,038
2,661,473
Capital expenditures (4)
158,624
76,603
—
38,276
12,891
286,394
Year Ended December 31, 2021
Revenues - Outside
$
919,597
$
545,539
$
77,185
$
69
$
27,586
$
1,569,976
Revenues - Intercompany
—
—
—
51,402
( 51,402 )
—
Total revenues (1)
919,597
545,539
77,185
51,471
( 23,816 )
1,569,976
Segment Adjusted EBITDA Expense (2)
613,303
344,332
9,943
18,269
( 33,198 )
952,649
Segment Adjusted EBITDA (3)
265,292
172,601
68,774
33,202
9,383
549,252
Total assets
676,091
420,144
630,627
285,943
146,601
2,159,406
Capital expenditures (4)
60,166
47,577
—
45
15,196
122,984
Year Ended December 31, 2020
Revenues - Outside
$
769,957
$
500,330
$
43,141
$
105
$
14,596
$
1,328,129
Revenues - Intercompany
—
—
—
42,112
( 42,112 )
—
Total revenues (1)
769,957
500,330
43,141
42,217
( 27,516 )
1,328,129
Segment Adjusted EBITDA Expense (2)
543,264
320,656
4,106
18,249
( 25,026 )
861,249
Segment Adjusted EBITDA (3)
213,876
171,362
39,773
23,968
( 2,490 )
446,489
Total assets
738,315
440,815
613,916
288,525
84,445
2,166,016
Capital expenditures
48,636
70,960
—
12
1,493
121,101
(1) Revenues included in the Other, Corporate and Elimination column are attributable to intercompany eliminations, which are primarily intercompany coal royalties eliminations, outside revenues at the Matrix Group and other outside miscellaneous sales and revenue activities.
(2) Segment Adjusted EBITDA Expense includes operating expenses, coal purchases 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 Operating expenses (excluding depreciation, depletion and amortization) , the most comparable GAAP financial measure, to consolidated Segment Adjusted EBITDA Expense:
Year Ended December 31,
2022
2021
2020
(in thousands)
Operating expenses (excluding depreciation, depletion and amortization)
$
1,286,635
$
943,257
$
859,656
Outside coal purchases
151
6,372
—
Other expense (income)
( 4,353 )
3,020
1,593
Segment Adjusted EBITDA Expense
$
1,282,433
$
952,649
$
861,249
(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 expense, asset and goodwill impairments and acquisition gain. 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. Net income (loss) , the most comparable GAAP financial measure, is reconciled to consolidated Segment Adjusted EBITDA:
Year Ended December 31,
2022
2021
2020
(in thousands)
Net income (loss)
$
579,148
$
178,755
$
( 129,051 )
Noncontrolling interest
( 1,958 )
( 598 )
( 169 )
Net income (loss) attributable to ARLP
$
577,190
$
178,157
$
( 129,220 )
General and administrative
80,334
70,160
59,806
Depreciation, depletion and amortization
273,759
261,377
313,387
Asset impairments
—
—
24,977
Goodwill impairment
—
—
132,026
Interest expense, net
35,297
39,141
45,478
Income tax expense
53,978
417
35
Consolidated Segment Adjusted EBITDA
$
1,020,558
$
549,252
$
446,489
.
(4) Capital Expenditures shown exclude the Belvedere Acquisition on September 9, 2022, Jase Acquisition on October 26, 2022 and the Boulders Acquisition on October 13, 2021. (Note 3 – Acquisitions).
26. SUBSEQUENT EVENT S
Acquisition Agreement
On January 27, 2023, we entered into a one-year collaborative agreement with a third party, effective January 1, 2023, committing up to $ 35.0 million for the acquisition of oil & gas mineral interests in the Midland and Delaware basins. Under the agreement, the third party will assist us in the identification, evaluation, and acquisition of target oil & gas mineral interests. In exchange for these services, the third party will receive a participation share, partially funded by the third party, and will be paid a periodic management fee.
JC Resources
On February 22, 2023, we acquired approximately 2,682 oil & gas net royalty acres in the Delaware Basin from JC Resources LP ("JC Resources"), a related-party entity owned by Mr. Craft, for $ 72.3 million, which was funded with cash on hand.
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SUPPLEMENTAL OIL & GAS RESERVE INFORMATION (UNAUDITED)
These supplemental oil & gas reserve information disclosures are required for periods in which a company has significant oil & gas producing activities. A company is considered to have significant oil & gas producing activities if any of its revenues, results of operations or assets from oil & gas producing activities exceed 10% of consolidated revenues, results of operations or assets for the year being measured.
Geographical Area of Operation
All of our proved oil & gas reserves are located within the continental United States with the majority concentrated in Texas, Oklahoma, New Mexico and North Dakota. The following supplemental disclosures about our proved oil & gas reserves including costs incurred, capitalized cost, results of operations and cash flows are presented on a consolidated basis.
Costs Incurred in Oil & Gas Property Acquisitions
Costs incurred in oil & gas property acquisitions are presented below:
Year Ended December 31,
2022
2021
2020
(in thousands)
Acquisition costs of properties
Proved
$
44,986
$
12,542
$
—
Unproved
47,785
18,419
—
Total
$
92,771
$
30,961
$
—
Property acquisition costs for 2022 primarily include the Belvedere and Jase Acquisitions. Property acquisition costs for 2021 are related to the Boulders Acquisition. See Note 3 – Acquisitions in our consolidated financial statements for more information regarding these acquisitions.
Oil & Gas Capitalized Costs
Aggregate capitalized costs related to oil & gas activities with applicable accumulated depreciation, depletion, and amortization are presented below:
As of December 31,
2022
2021
2020
(in thousands)
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Proved properties
$
353,713
$
11,965
$
289,378
$
9,138
$
273,665
$
8,331
Unproved properties
386,922
16,193
358,486
19,216
343,239
20,287
Total (1)
740,635
28,158
647,864
28,354
616,904
28,618
Less accumulated depreciation, depletion and amortization
(97,409)
(3,912)
(70,286)
(3,015)
(48,019)
(1,985)
Oil & gas properties, net
$
643,226
$
24,246
$
577,578
$
25,339
$
568,885
$
26,633
(1) The change in total capitalized cost in 2022 primarily reflects the acquisition of proved and unproved properties in the Belvedere and Jase Acquisitions. The change in total capitalized cost in 2021 reflects the acquisition of proved and unproved properties in the Boulders Acquisition. See Note 3 – Acquisitions of our consolidated financial statements for more information regarding these acquisitions.
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Results of Operations from Oil & Gas Activities
The following schedule sets forth the revenues and expenses related to our oil & gas mineral interests. It does not include any interest costs or general and administrative costs, and therefore, is not necessarily indicative of the contribution of our Oil & Gas Royalties segment to our overall results.
Year Ended December 31,
2022
2021
2020
(in thousands)
Consolidated activities
Oil & gas royalties
$
138,402
$
74,988
$
42,912
Other revenues
3,039
2,197
229
Production costs and severance taxes
(11,845)
(7,396)
(4,611)
Depreciation, depletion and amortization
(27,123)
(22,267)
(25,376)
Income tax expense
(54,842)
—
—
Total results of oil & gas activities
$
47,631
$
47,522
$
13,154
Our share of an equity method investee
Oil & gas royalties
$
7,292
$
3,788
$
2,674
Other revenues
37
66
22
Production costs and severance taxes
(916)
(472)
(374)
Depreciation, depletion and amortization
(897)
(787)
(748)
Total results of oil & gas activities
$
5,516
$
2,595
$
1,574
Oil & Gas Reserves
Proved oil & gas reserve estimates as of December 31, 2022 were prepared by our internal engineering team and 95% of those reserves were audited by Netherland, Sewell & Associates, Inc., independent petroleum engineers. Proved reserves are estimated under existing economic and operating conditions based on the 12-month unweighted average of the first-of-the-month prices.
Due to the inherent uncertainties and the limited nature of reservoir data, such estimates are subject to change as additional information becomes available. The reserves actually recovered and the timing of production of these reserves may be substantially different from the original estimate. Revisions result primarily from new information obtained from development drilling and production history and from changes in economic factors.
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The net proved developed and undeveloped oil & gas reserves quantities of the mineral interests attributable to us are summarized below:
Crude Oil
Natural Gas
Natural Gas Liquids
Total
(MBbl)
(MMcf)
(MBbl)
(MBOE)
Consolidated activities
As of January 1, 2020
6,824
28,629
2,582
14,177
Revisions of previous estimates
(194)
2,679
343
596
Extensions and discoveries
1,095
3,039
347
1,949
Production
(905)
(3,301)
(337)
(1,792)
Sales of minerals in place
(18)
(29)
(3)
(26)
As of December 31, 2020 (1)
6,802
31,017
2,932
14,904
Purchases of minerals in place
287
2,149
332
977
Revisions of previous estimates
(403)
(90)
197
(221)
Extensions and discoveries
629
159
335
991
Production
(794)
(3,069)
(357)
(1,663)
As of December 31, 2021 (1)
6,521
30,166
3,439
14,988
Purchases of minerals in place
859
3,619
497
1,960
Revisions of previous estimates
(53)
4,542
626
1,330
Extensions and discoveries
1,636
6,676
807
3,555
Production
(974)
(4,425)
(496)
(2,208)
As of December 31, 2022 (1)
7,989
40,578
4,873
19,625
(1) Proved reserves of approximately 1,736 MBOE, 1,285 MBOE and 972 MBOE were attributable to noncontrolling interests, as of December 31, 2022, 2021 and 2020, respectively.
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Crude Oil
Natural Gas
Natural Gas Liquids
Total
(MBbl)
(MMcf)
(MBbl)
(MBOE)
Our share of an equity method investee
As of January 1, 2020
325
1,926
136
783
Revisions of previous estimates
—
(1)
(2)
(3)
Extensions and discoveries
62
461
54
193
Production
(44)
(334)
—
(100)
As of December 31, 2020
342
2,052
188
873
Sales of minerals in place
(9)
(15)
—
(12)
Revisions of previous estimates
(50)
320
(53)
(51)
Extensions and discoveries
73
450
43
190
Production
(31)
(421)
—
(101)
As of December 31, 2021
325
2,386
178
899
Sales of minerals in place
(7)
(18)
(4)
(14)
Revisions of previous estimates
17
210
13
66
Extensions and discoveries
57
294
25
132
Production
(43)
(412)
—
(112)
As of December 31, 2022
349
2,460
212
971
Total consolidated and equity interests in reserves at December 31, 2022
8,338
43,038
5,085
20,596
Net proved developed reserves as of December 31, 2020
5,073
23,504
2,252
11,244
Net proved developed reserves as of December 31, 2021
5,493
28,426
3,039
13,269
Net proved developed reserves as of December 31, 2022
6,976
37,882
4,388
17,677
Net proved undeveloped reserves as of December 31, 2020
2,071
9,565
868
4,533
Net proved undeveloped reserves as of December 31, 2021
1,353
4,126
578
2,618
Net proved undeveloped reserves as of December 31, 2022
1,362
5,155
697
2,919
Natural gas reserves are converted to BOE based on a 6:1 ratio: six Mcf of natural gas converts to one BOE.
Notable changes in proved reserves during the year ended December 31, 2020, included:
● Net change due to extensions and discoveries: The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2020, a net addition of 2,142 MBOE occurred primarily from the completion of 655 new wells on our acreage and from the addition of 877 new proved undeveloped locations due to permitting and drilling activity.
● Revisions: Increases in oil & gas are also due to changes in the underlying commodity prices during the year and revisions of previous quantity estimates.
Notable changes in proved reserves during the year ended December 31, 2021, included:
● Net change due to extensions and discoveries: The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2021, a net addition of 1,181 MBOE occurred primarily from the completion of 843 new wells on our acreage and from the addition of 474 new proved undeveloped locations due to permitting and drilling activity.
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● Revisions: Increases in oil & gas are also due to changes in the underlying commodity prices during the year and revisions of previous quantity estimates.
Notable changes in proved reserves during the year ended December 31, 2022, included:
● Net change due to extensions and discoveries: The increases are a result of additional development by the operators of the properties under which we own mineral interests. In 2022, a net addition of 5,647 MBOE occurred primarily from the completion of 1,119 new wells on our acreage and from the addition of 824 new proved undeveloped locations due to permitting and drilling activity.
● Revisions: Increases in oil & gas are also due to changes in the underlying commodity prices during the year and revisions of previous quantity estimates.
Standardized Measure of Discounted Future Net Cash Flows
In accordance with United States Securities and Exchange Commission ("SEC") and FASB requirements, future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the 12-month unweighted average of first-of-the-month commodity prices for the year ended December 31, 2022. All prices are adjusted for quality, transportation fees, energy content and regional basis differentials. Future cash inflows are computed by applying applicable prices relating to our proved reserves to the year-end quantities of those reserves. Future production costs are derived based on current costs assuming continuation of existing economic conditions.
While due care was taken in preparation of the following cash flow projections, we do not represent that this data is the fair value of our oil & gas properties, or a fair estimate of the present value of cash flows to be obtained from their development and production. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices are expected to vary significantly from those used and actual costs may vary.
As of December 31,
2022
2021
2020
(in thousands)
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Future cash inflows
$
1,134,245
$
52,636
$
577,114
$
31,636
$
302,112
$
15,414
Future production costs and severance taxes
(86,314)
(4,287)
(43,474)
(2,484)
(21,555)
(1,244)
Future income tax expense (1)
(241,024)
—
—
—
—
—
Future net cash flows (undiscounted)
806,907
48,349
533,640
29,152
280,557
14,170
Annual discount 10% for estimated timing
(398,089)
(23,904)
(260,718)
(13,980)
(130,341)
(6,406)
Total standardized measure (2)
$
408,818
$
24,445
$
272,922
$
15,172
$
150,216
$
7,764
(1) On March 15, 2022, Alliance Minerals changed its Federal income tax status from a pass-through entity to a taxable entity via a "check the box" election, which became effective January 1, 2022. See Note 9 – Income Tax for more information.
(2) Includes standardized discounted future net cash flows of approximately $45.3 million, $17.9 million and $5.2 million attributable to noncontrolling interests in the ARLP Partnership's consolidated subsidiaries as of December 31, 2022, 2021 and 2020, respectively.
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The average realized product prices weighted by production over the remaining lives of the properties are presented in the table below:
For the Year Ended December 31,
2022
2021
2020
Oil (per Bbl)
$
92.5
$
63.57
$
36.95
Natural gas (per Mcf)
5.43
2.98
0.88
NGLs (per Bbl)
35.87
21.13
7.99
Changes in the standardized measure of discounted future net cash flows related to the proved oil & gas reserves of the properties are as follows:
As of December 31,
2022
2021
2020
(in thousands)
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Consolidated
Our Share of an Equity Method Investee
Standardized measure, beginning of year
$
272,922
$
15,172
$
150,216
$
7,764
$
230,950
$
12,215
Purchases and sales of reserves in place, less related costs
55,812
(265)
15,358
(264)
(567)
—
Sales, net of production costs
(126,558)
(6,376)
(67,592)
(3,316)
(38,301)
(2,300)
Net changes due to extensions and discoveries
125,570
5,139
34,284
3,613
15,770
1,344
Net changes in prices and production costs
184,403
8,386
120,103
6,753
(67,524)
(3,906)
Revisions of previous quantity estimates
28,226
344
8,310
(871)
(2,843)
(378)
Net changes in income taxes (1)
(123,567)
—
—
—
—
—
Accretion of discount
21,046
1,086
11,745
545
16,216
870
Changes in timing and other
(29,036)
959
498
948
(3,485)
(81)
Net increase (decrease) in standardized measures
135,896
9,273
122,706
7,408
(80,734)
(4,451)
Standardized measure, end of year
$
408,818
$
24,445
$
272,922
$
15,172
$
150,216
$
7,764
(1) On March 15, 2022, Alliance Minerals changed its federal income tax status from a pass-through entity to a taxable entity via a "check the box" election, which became effective January 1, 2022. See Note 9 – Income Tax for more information.
Net change in prices and production costs occur from one reporting period to another when the SEC reporting price for that period changes. For 2022, this was a major component of the overall reserves value change from 2021 due to the surge in global energy demand during the recovery from the economic downturn related to the COVID-19 pandemic during 2020. For 2020, net changes in prices and production costs were major components of the overall reserves value change from 2019 due mainly to the COVID-19 pandemic and the subsequent decline in oil and gas demand.
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ALLIANCE RESOURCE PARTNERS, L.P.
CONDENSED BALANCE SHEETS (PARENT)
DECEMBER 31, 2022 AND 2021
(In thousands, except unit data)
December 31,
2022
2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
2,174
$
2,173
Total current assets
2,174
2,173
OTHER ASSETS:
Investments in consolidated subsidiaries
1,653,951
1,277,110
Total other assets
1,653,951
1,277,110
TOTAL ASSETS
$
1,656,125
$
1,279,283
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accrued taxes other than income taxes
$
100
$
100
Total current liabilities
100
100
Total liabilities
100
100
PARTNERS' CAPITAL:
Limited Partners - Common Unitholders 127,195,219 units outstanding
1,656,025
1,279,183
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
1,656,125
$
1,279,283
See accompanying notes.
CONDENSED STATEMENTS OF OPERATIONS (PARENT)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands, except unit and per unit data)
Year Ended December 31,
2022
2021
2020
Interest income
$
—
$
—
$
24
Equity in earnings of consolidated subsidiaries
577,190
178,157
( 129,244 )
NET INCOME (LOSS) ATTRIBUTABLE TO ARLP
$
577,190
$
178,157
$
( 129,220 )
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
4.39
$
1.36
$
( 1.02 )
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
127,195,219
127,195,219
127,164,659
See accompanying notes.
CONDENSED STATEMENTS OF CASH FLOWS (PARENT)
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020
(In thousands)
Year Ended December 31,
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
$
196,348
$
52,157
$
51,751
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to Partners
( 196,347 )
( 52,158 )
( 51,753 )
Net cash used in financing activities
( 196,347 )
( 52,158 )
( 51,753 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
1
( 1 )
( 2 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
2,173
2,174
2,176
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
2,174
$
2,173
$
2,174
See accompanying notes.
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NOTES TO FINANCIAL INFORMATION (PARENT)
1. BASIS OF PRESENTATION
In these parent-company-only financial statements, our investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries and reduced by distributions received from subsidiaries since the date of acquisition. These parent-company-only financial statements should be read in conjunction with our consolidated financial statements in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
2. GUARANTEES
As the parent of the Intermediate Partnership, ARLP was a guarantor of the Replaced Credit Facility and is a guarantor of the Senior Notes discussed in "Item 8. Financial Statements and Supplementary Data—Note 8 – Long-Term Debt" of this Annual Report on Form 10-K. In addition to these guarantees, ARLP has provided guarantees on surety indemnity agreements and financially guaranteed certain coal supply agreements. The duration of these guarantees varies. The maximum undiscounted potential future payment obligation for our guarantees of certain coal supply agreements as of December 31, 2022 is approximately $ 425.6 million as a result of elevated market prices. These guarantees provide for compensation to customers based on additional cost to the customer to replace any contracted tons that our subsidiaries fail to deliver. We do not expect to make any payments under these guarantees.
3. CASH DISTRIBUTIONS RECEIVED
We received distributions of $ 196.3 million, $ 52.2 million and $ 51.8 million from our consolidated subsidiaries during the years ended December 31, 2022, 2021, and 2020, respectively.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.