What changed in this filing

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Item 1. Financial Statements

2023-08-08 compared with 2023-05-09 · 145 added, 64 removed, 543 unchanged (28% of the section changed)

49 unchanged sentences

ARLP Partners' Capital:

Limited Partners - Common Unitholders 127,195,219 units outstanding

Limited Partners - Common Unitholders 127,125,437 and 127,195,219 units outstanding, respectively

General Partner's interest

11 unchanged sentences

Three Months Ended

Six Months Ended

SALES AND OPERATING REVENUES:

5 unchanged sentences

Transportation expenses

Outside coal purchases

General and administrative

2 unchanged sentences

INCOME FROM OPERATIONS

Interest expense (net of interest capitalized for the three months ended March 31, 2023 and 2022 of $ 1,407 and $ 70 , respectively)

Interest expense (net of interest capitalized for the three and six months ended June 30, 2023 and 2022 of $ 1,216 , $ 171 , $ 2,623 and $ 241 , respectively)

Interest income

Equity method investment income

Equity method investment income (loss)

Other income (expense)

15 unchanged sentences

Three Months Ended

Six Months Ended

OTHER COMPREHENSIVE INCOME:

17 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Contributions to equity method investments

Purchase of equity securities

JC Resources acquisition

2 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under securitization facility

Payments under securitization facility

Payments on equipment financings

14 unchanged sentences

Cash paid for interest

Cash paid for income taxes

SUPPLEMENTAL NON-CASH ACTIVITY:

37 unchanged sentences

Craft, the JC Resources Acquisition is accounted for as a reorganization of entities under common control, whereby the assets and liabilities acquired from JC Resources are combined with the ARLP Partnership at their historical amounts for all periods presented.

The JC Resources Acquisition increased revenues by $ 2.6 million and income from operations, net income and comprehensive income by $ 1.4 million for the three months ended March 31, 2022.

The recasting of 2022 for the JC Resources Acquisition increased revenues by $ 3.4 million and $ 5.9 million for the three and six months ended June 30, 2022, respectively, and increased income from operations, net income and comprehensive income by $ 2.1 million and $ 3.5 million for the three and six months ended June 30, 2022, respectively.

We did not recast historical earnings per limited partner unit as pre-acquisition earnings from the JC Resources Acquisition were allocated to our general partner.

1 unchanged sentence

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of March 31, 2023 and December 31, 2022 and the results of our operations, comprehensive income and cash flows for the three months ended March 31, 2023 and 2022.

The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of June 30, 2023 and December 31, 2022 and the results of our operations and comprehensive income for the three months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022.

All intercompany transactions and accounts have been eliminated.

These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all the information normally included with financial statements prepared in accordance with generally accepted accounting principles ("GAAP") of the United States.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

15 unchanged sentences

The carrying value of the mineral interests as well as related receivables and payables at February 22, 2023 was $ 65.0 million inclusive of $ 25.4 million and $ 37.8 million of mineral interests in proved and unproved properties, respectively.

The JC Resources Acquisition increased revenues included in our condensed consolidated statements of income by $ 2.4 million and $ 5.4 million for the three and six months ended June 30, 2023, respectively.

Acquisition Agreement

2 unchanged sentences

In exchange for these services, the third party receives a participation share, partially funded by the third party, and is paid a periodic management fee.

As of March 31, 2023, we have purchased $ 1.6 million and $ 1.2 million of oil & gas mineral interests in proved and unproved properties, respectively, pursuant to this agreement.

As of June 30, 2023, we have purchased $ 1.9 million and $ 2.1 million of oil & gas mineral interests in proved and unproved properties, respectively, pursuant to this agreement.

Management fees paid under this agreement have been immaterial.

4 unchanged sentences

The plaintiffs seek class and collective action certification, which we oppose, and the courts have not yet made definitive final rulings on those issues.

We have scheduled a mediation with the plaintiffs for June 12, 2023.

We do not have an estimate of the range of potential exposure;

however, we are in the process of developing such an estimate based on the facts related to these matters.

We had a mediation with the plaintiffs on June 12, 2023 but no settlement was reached.

We are defending this litigation vigorously and continue to believe the plaintiffs' claims are without merit.

We believe our ultimate exposure, if any, will not be material to our results of operations or financial position;

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.

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.

8 unchanged sentences

The following table summarizes our fair value measurements within the hierarchy not included elsewhere in these notes:

March 31, 2023

June 30, 2023

December 31, 2022

17 unchanged sentences

On January 13, 2023, Alliance Coal, as borrower, 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 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 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.

2 unchanged sentences

The Revolving Credit Facility replaces the $ 459.5 million revolving credit facility, which included a sublimit of $ 125.0 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.

We incurred debt issuance costs during the three months ended March 31, 2023 of $ 11.7 million in connection with the Credit Agreement.

We incurred debt issuance costs during the six months ended June 30, 2023 of $ 11.7 million in connection with the Credit Agreement.

These debt issuance costs are deferred and amortized as a component of interest expense over the term of the Revolving Credit Facility.

The Revolving Credit Facility is underwritten by a syndicate of eighteen financial institutions and the obligations of the lenders are individual obligations, which means the failure of one or more lenders to be able to fund its obligation does not relieve the remaining lenders from funding their obligations.

Based on our diligence, including discussions with representatives of certain of these financial institutions, as of March 31, 2023 we have no reason to believe that the banks within our syndicate are facing financial difficulties, defaults or limited liquidity situations that would cause them to be unable to fund their obligations under the Credit Agreement.

Based on our diligence, including discussions with representatives of certain of these financial institutions, as of June 30, 2023 we have no reason to believe that the banks within our syndicate are facing financial difficulties, defaults or limited liquidity situations that would cause them to be unable to fund their obligations under the Credit Agreement.

However, should any of the banks in our syndicate experience conditions in the future that limit their ability to fund their obligations, the amount available under the Revolving Credit Facility could be reduced.

3 unchanged sentences

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 and was 0.54 % as of March 31, 2023.

At March 31, 2023, we had $ 41.0 million of letters of credit outstanding with $ 384.0 million available for borrowing under the Revolving Credit Facility.

The applicable margin for borrowings under the Credit Agreement are determined by reference to the Consolidated Debt to Consolidated Cash Flow Ratio and was 0.49 % as of June 30, 2023.

At June 30, 2023, we had $ 41.0 million of letters of credit outstanding with $ 384.0 million available for borrowing under the Revolving Credit Facility.

We incurred an annual commitment fee of 0.50 % on the undrawn portion of the Revolving Credit Facility.

5 unchanged sentences

The Credit Agreement requires us to maintain (a) a debt of Alliance Coal to cash flow ratio of not more than 1.5 to 1.0, (b) a consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio of not more than 2.5 to 1.0 and (c) an interest coverage ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters.

The debt of Alliance Coal to cash flow ratio, consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio, and interest coverage ratio were 0.09 to 1.0, 0.54 to 1.0 and 294.35 to 1.0, respectively, for the trailing twelve months ended March 31, 2023.

We were in compliance with the covenants of the Credit Agreement as of March 31, 2023 and anticipate remaining in compliance with the covenants.

The debt of Alliance Coal to cash flow ratio, consolidated debt of Alliance Coal and the Intermediate Partnership to cash flow ratio, and interest coverage ratio were 0.10 to 1.0, 0.49 to 1.0 and 145.52 to 1.0, respectively, for the trailing twelve months ended June 30, 2023.

We were in compliance with the covenants of the Credit Agreement as of June 30, 2023 and anticipate remaining in compliance with the covenants.

Senior Notes.

3 unchanged sentences

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.

During the three months ended March 31, 2023, we repurchased $ 26.6 million of our Senior Notes.

During the six months ended June 30, 2023, we repurchased $ 60.8 million of our Senior Notes.

The gain on extinguishment of the Senior Notes is immaterial.

In July 2023, we redeemed an additional $ 50.0 million of our Senior Notes.

Accounts Receivable Securitization.

3 unchanged sentences

The Securitization Facility bears interest based on a short-term bank yield index.

On March 31, 2023, we had $ 11.7 million of letters of credit outstanding with $ 48.3 million available for borrowing under the Securitization Facility.

On June 30, 2023, 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.

1 unchanged sentence

The Securitization Facility was previously scheduled to mature in January 2023.

At March 31, 2023, we did no t have any outstanding borrowings under the Securitization Facility.

At June 30, 2023, we did no t have any outstanding borrowings under the Securitization Facility.

November 2019 Equipment Financing.

7 unchanged sentences

Components of income tax expense are as follows:

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands)

3 unchanged sentences

election (the "Tax Election"), which became effective January 1, 2022.

The 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 three months ended March 31, 2022.

The effective income tax rate for our income tax expense for the three months ended March 31, 2023 is less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.

The effective income tax rate for our income tax expense for the three months ended March 31, 2022 is greater than the federal statutory rate, primarily due to the effect of the Tax Election previously discussed, partially offset by the portion of income not subject to income taxes.

The 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 six months ended June 30, 2022.

The effective income tax rate for our income tax expense for the three months ended June 30, 2023 and 2022 and the six months ended June 30, 2023 is less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.

The effective income tax rate for our income tax expense for the six months ended June 30, 2022 is greater than the federal statutory rate, primarily due to the effect of the Tax Election, partially offset by the portion of income not subject to income taxes.

Our 2019 through 2022 tax years remain open to examination by tax authorities.

21 unchanged sentences

On April 5, 2022, we invested $ 20 million in Francis Renewable Energy, LLC ("Francis"), in the form of a convertible note.

Our convertible note matured on April 1, 2023 and was converted into preferred equity interests in Francis.

Our convertible note matured on April 1, 2023 and was converted into a 17.8 % preferred equity interest in Francis.

Prior to conversion, we had determined the note more closely represented equity as opposed to debt.

Therefore, we accounted for the convertible note as an equity contribution even though we did not participate in Francis' earnings or losses and were not eligible to receive distributions during the term of the note.

After the conversion on April 1, 2023, we will participate in earnings and losses and be eligible to receive distributions.

Subsequent to the conversion on April 1, 2023, we participate in earnings and losses and are eligible to receive distributions.

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.

1 unchanged sentence

We account for our ownership interest in the income or loss of Francis as an equity method investment.

After the conversion of our note to preferred equity, we will record equity income or loss based on Francis' distribution structure.

Following the conversion of our note to preferred equity, we record equity income or loss based on Francis' distribution structure.

See Note 9 – Investments for more information.

1 unchanged sentence

("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.

As of March 31, 2023, we have funded $ 4.6 million of this commitment.

Our final ownership percentage in NGP ETP IV is not yet known.

This commitment represents a 3.6 % interest in NGP ETP IV.

As of June 30, 2023, we have funded $ 5.4 million of this commitment.

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.

6 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

4 unchanged sentences

As discussed in Note 8 – Variable Interest Entities, we account for our ownership interest in the income or loss of Francis as an equity method investment.

Prior to the conversion of our convertible note, we did not participate in Francis' earnings or losses;

however, upon conversion on April 1, 2023 we began participating.

As a development stage company, Francis depends on capital contributions to meet its operating and debt obligations.

1 unchanged sentence

however, if Francis is unable to raise sufficient funds to continue its operations and meet its debt obligations, it could have an adverse effect on our investment.

The changes in our equity method investment in Francis for three and six months ended June 30, 2023 and 2022 were as follows:

Three Months Ended

Six Months Ended

(in thousands)

Beginning balance

Contributions

Equity method investment loss

Ending balance

As discussed in Note 8 – 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 three months ended March 31, 2023 were as follows:

The changes in our equity method investment in NGP ETP IV for three and six months ended June 30, 2023 and 2022 were as follows:

Three Months Ended

Six Months Ended

(in thousands)

7 unchanged sentences

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 determinable fair value.

We account for our ownership interest in Infinitum as an equity

investment without a readily 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.

12 unchanged sentences

February 14, 2023

May 15, 2023 (1)

(1) On April 28, 2023, we declared this quarterly distribution payable on May 15, 2023 to all unitholders of record as of May 8, 2023.

August 14, 2023 (1)

(1) On July 28, 2023, we declared this quarterly distribution payable on August 14, 2023 to all unitholders of record as of August 7, 2023.

Unit Repurchase Program

1 unchanged sentence

As a result, we are authorized to repurchase up to a total of $ 100.0 million of ARLP common units.

During the first quarter of 2023, we repurchased and retired 860,060 units at an average unit price of $ 21.17 for an aggregate purchase price of $ 18.2 million.

During the six months ended June 30, 2023, we repurchased and retired 929,842 units at an average unit price of $ 20.90 for an aggregate purchase price of $ 19.4 million.

Since inception of the unit repurchase program, we have repurchased and retired 6,390,446 units at an average unit price of $ 17.67 for an aggregate purchase price of $ 112.9 million.

Change in Partners' Capital

The following tables present the quarterly change in Partners' Capital for the three months ended March 31, 2023 and 2022:

The following tables present the quarterly change in Partners' Capital for the six months ended June 30, 2023 and 2022:

Limited Partner

17 unchanged sentences

Balance at March 31, 2023

Comprehensive income:

Actuarially determined long-term liability adjustments

Total comprehensive income

Settlement of deferred compensation plans

Purchase of units under unit repurchase program

Common unit-based compensation

Distributions on deferred common unit-based compensation

Distributions from consolidated company to noncontrolling interest

Distributions to Partners

Balance at June 30, 2023

Limited Partner

14 unchanged sentences

Balance at March 31, 2022

Comprehensive income:

Actuarially determined long-term liability adjustments

Total comprehensive loss

Common unit-based compensation

Distributions on deferred common unit-based compensation

Distributions from consolidated company to noncontrolling interest

Cash retained by JC Resources in acquisition - See Note 1

Distributions to Partners

Balance at June 30, 2022

* Recast as discussed in Note 1 – Organization and Presentation.

4 unchanged sentences

(in thousands)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Oil & gas royalties

3 unchanged sentences

Total revenues

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Oil & gas royalties *

3 unchanged sentences

Total revenues

Six Months Ended June 30, 2023

Oil & gas royalties

Coal royalties

Transportation revenues

Other revenues

Total revenues

Six Months Ended June 30, 2022

Oil & gas royalties *

Coal royalties

Transportation revenues

Other revenues

Total revenues

* Recast as discussed in Note 1 – Organization and Presentation.

The following table illustrates the amount of our transaction price for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2023 and disaggregated by segment and contract duration.

The following table illustrates the amount of our transaction price for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2023 and disaggregated by segment and contract duration.

(in thousands)

8 unchanged sentences

Our participating securities are outstanding restricted unit awards under our Long-Term Incentive Plan ("LTIP") and phantom units in notional accounts under our Supplemental Executive Retirement Plan ("SERP") and the MGP Amended and Restated Deferred Compensation Plan for Directors ("Directors' Deferred Compensation Plan").

The following is a reconciliation of net income attributable to ARLP used for calculating basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three months ended March 31, 2023 and 2022:

Three Months Ended

Six Months Ended

(in thousands, except per unit data)

10 unchanged sentences

Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive.

The combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 3,147 and 3,139 for the three months ended March 31, 2023 and 2022, respectively, were considered anti-dilutive under the treasury stock method .

The combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 2,577 and 2,896 for the three and six months ended June 30, 2023, respectively, and 3,529 and 3,289 for the three and six months ended June 30, 2022, respectively, were considered anti-dilutive under the treasury stock method .

WORKERS' COMPENSATION AND PNEUMOCONIOSIS

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands)

2 unchanged sentences

Interest accretion

Valuation loss (gain) (1)

Ending balance

(1) Our estimate of the liability for the present value of current workers′ compensation benefits is based on our actuarial calculations.

Our actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claims development patterns, mortality, medical costs and interest rates.

The valuation loss in 2023 is due to adverse claims development.

The valuation gain in 2022 is due to an increase in the discount rate from 2.41 % on December 31, 2021 to 4.22 % on June 30, 2022.

We limit our exposure to traumatic injury claims by purchasing a high deductible insurance policy that starts paying benefits after deductibles for a claim have been met.

1 unchanged sentence

Our workers' compensation liability above is presented on a gross basis and does not include our expected receivables on our insurance policy.

Our receivables for traumatic injury claims under this policy as of March 31, 2023 are $ 4.1 million and are included in Other long-term assets on our condensed consolidated balance sheet.

Our receivables for traumatic injury claims under this policy as of June 30, 2023 are $ 4.1 million and are included in Other long-term assets on our condensed consolidated balance sheet.

Certain of our mine operating entities are liable under state statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to pay pneumoconiosis, or black lung, benefits to eligible employees and former employees and their dependents.

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands)

Black lung benefits:

Interest cost (1)

4 unchanged sentences

Long-Term Incentive Plan

A summary of non-vested LTIP grants as of and for the three months ended March 31, 2023 is as follows:

A summary of non-vested LTIP grants as of and for the six months ended June 30, 2023 is as follows:

Number of units

4 unchanged sentences

( 1,291,330 )

Non-vested grants at March 31, 2023

Non-vested grants at June 30, 2023

(1) The restricted units granted during 2023 have certain minimum-value guarantees per unit, regardless of whether or not the awards vest.

(2) During the three months ended March 31, 2023, we issued 860,060 unrestricted common units to the LTIP participants.

(2) During the six months ended June 30, 2023, we issued 860,060 unrestricted common units to the LTIP participants.

The remaining vested units were settled in cash to satisfy tax withholding obligations of the LTIP participants.

LTIP expense for grants of restricted units was $ 2.3 million for each of the three months ended March 31, 2023 and 2022.

The total obligation associated with LTIP grants of restricted units as of March 31, 2023 was $ 11.5 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets.

As of March 31, 2023, there was $ 18.2 million in total unrecognized compensation expense related to the non-vested LTIP restricted unit grants that are expected to vest.

LTIP expense for grants of restricted units was $ 2.7 million and $ 2.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 4.9 million and $ 4.4 million for the six months ended June 30, 2023 and 2022, respectively.

The total obligation associated with LTIP grants of restricted units as of June 30, 2023 was $ 14.1 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets.

As of June 30, 2023, there was $ 15.4 million in total unrecognized compensation expense related to the non-vested LTIP restricted unit grants that are expected to vest.

That expense is expected to be recognized over a weighted-average period of 1.1 years.

Supplemental Executive Retirement Plan and Directors' Deferred Compensation Plan

A summary of SERP and Directors' Deferred Compensation Plan activity as of and for the three months ended March 31, 2023 is as follows:

A summary of SERP and Directors' Deferred Compensation Plan activity as of and for the six months ended June 30, 2023 is as follows:

Number of units

3 unchanged sentences

Phantom units outstanding as of January 1, 2023

Phantom units outstanding as of March 31, 2023

Total SERP and Directors' Deferred Compensation Plan expense was $ 0.6 million and $ 0.2 million for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 15.6 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets.

Phantom units outstanding as of June 30, 2023

(1) During the six months ended June 30, 2023, we purchased 27,576 ARLP common units on the open market to settle the account of a participant under the SERP.

Units purchased and delivered to the participant were net of units settled in cash to satisfy tax withholding obligations.

Total SERP and Directors' Deferred Compensation Plan expense was $ 0.6 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.2 million and $ 0.6 million for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 15.1 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets.

COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS

4 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

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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.

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 Illinois Basin Coal Operations reportable segment includes (a) the Gibson County Coal mining complex, (b) the 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.

Vernon") coal loading terminal in Indiana which operates on the Ohio River, Mid-America Carbonates, LLC and other support services, and our non-operating mining complexes.

The Appalachia Coal Operations reportable segment includes (a) the Mettiki mining complex, (b) the Tunnel Ridge mining complex and (c) the 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 9 – Investments) and Cavalier Minerals.

The Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties that are (a) leased to certain of our mining complexes in both the Illinois Basin Coal Operations and Appalachia Coal Operations reportable segments or (b) located near our operations and external mining operations.

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.

5 unchanged sentences

(in thousands)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Revenues - Outside

4 unchanged sentences

Capital expenditures (5)

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Revenues - Outside (1)

3 unchanged sentences

Segment Adjusted EBITDA (1) (4)

Capital expenditures

Six Months Ended June 30, 2023

Revenues - Outside

Revenues - Intercompany

Total revenues (2)

Segment Adjusted EBITDA Expense (3)

Segment Adjusted EBITDA (4)

Capital expenditures (5)

Six Months Ended June 30, 2022

Revenues - Outside (1)

Revenues - Intercompany

Total revenues (2)

Segment Adjusted EBITDA Expense (1) (3)

Segment Adjusted EBITDA (1) (4)

Total assets (1)

6 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

Operating expenses (excluding depreciation, depletion and amortization)

Outside coal purchases

Other expense (income)

4 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

6 unchanged sentences

Consolidated Segment Adjusted EBITDA

(5) Capital Expenditure shown excludes the $ 72.3 million paid for the JC Resources Acquisition and $ 2.8 million paid towards the Acquisition Agreement entered into on January 27, 2023 (See Note 2 – Acquisitions) .

(5) Capital expenditures for the three and six months ended June 30, 2023 exclude $ 1.1 million and $ 3.9 million, respectively, paid towards the Acquisition Agreement.

Capital expenditures for the six months ended June 30, 2023 also exclude the $ 72.3 million paid for the JC Resources Acquisition (See Note 2 – Acquisitions) .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements