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 )
100
Consolidated Balance Sheets
102
Consolidated Statements of Income
103
Consolidated Statements of Comprehensive Income
104
Consolidated Statements of Cash Flows
105
Consolidated Statement of Partners' Capital
106
1. Organization and Presentation
107
2. Summary of Significant Accounting Policies
109
3. Acquisitions
117
4. Inventories
120
5. Property, Plant and Equipment
121
6. Long-Term Debt
122
7 . Income Taxes
124
8. Leases
126
9. Fair Value Measurements
127
10. Partners' Capital
127
11. Variable Interest Entities
128
12. E quity Investments
130
13. Revenue From Contracts With Customers
131
14. Earnings Per Limited Partner Unit
132
15. Employee Benefit Plans
133
16. Common Unit-Based Compensation Plans
137
17. Supplemental Cash Flow Information
138
18. Asset Retirement Obligations
139
19. Accrued Workers' Compensation and Pneumoconiosis Benefits
140
20. Related-Party Transactions
142
21. Commitments and Contingencies
144
22. Concentration of Credit Risk and Major Customers
144
23. Segment Information
145
Supplemental Oil & Gas Reserve Information (Unaudited)
148
Schedule I – Condensed Financial Information of Registrant
153
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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, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows and partners’ capital for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 23, 2024 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 19 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, 2023, the Partnership’s aggregate workers’ compensation and pneumoconiosis benefit obligations were approximately $180 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 23, 2024
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(In thousands, except unit data)
December 31,
2023
2022*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
59,813
$
296,023
Trade receivables
282,622
241,412
Other receivables
9,678
8,601
Inventories, net
127,556
77,326
Advance royalties
7,780
7,556
Prepaid expenses and other assets
28,672
26,675
Total current assets
516,121
657,593
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost
4,172,544
3,931,422
Less accumulated depreciation, depletion and amortization
( 2,149,881 )
( 2,050,754 )
Total property, plant and equipment, net
2,022,663
1,880,668
OTHER ASSETS:
Advance royalties
71,125
67,713
Equity method investments
46,503
49,371
Equity securities
92,541
42,000
Operating lease right-of-use assets
16,569
14,950
Other long-term assets
22,904
15,726
Total other assets
249,642
189,760
TOTAL ASSETS
$
2,788,426
$
2,728,021
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
$
108,269
$
95,122
Accrued taxes other than income taxes
21,007
22,967
Accrued payroll and related expenses
29,884
39,623
Accrued interest
3,558
5,000
Workers' compensation and pneumoconiosis benefits
15,913
14,099
Other current liabilities
28,498
53,790
Current maturities, long-term debt, net
20,338
24,970
Total current liabilities
227,467
255,571
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
316,821
397,203
Pneumoconiosis benefits
127,249
100,089
Accrued pension benefit
8,618
12,553
Workers' compensation
37,257
39,551
Asset retirement obligations
146,925
142,254
Long-term operating lease obligations
13,661
12,132
Deferred income tax liabilities
33,450
35,814
Other liabilities
18,381
24,828
Total long-term liabilities
702,362
764,424
Total liabilities
929,829
1,019,995
COMMITMENTS AND CONTINGENCIES - (Note 21)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 127,125,437 and 127,195,219 units outstanding, respectively
1,896,027
1,656,025
General Partner's interest
—
66,548
Accumulated other comprehensive loss
( 61,525 )
( 41,054 )
Total ARLP Partners' Capital
1,834,502
1,681,519
Noncontrolling interest
24,095
26,507
Total Partners' Capital
1,858,597
1,708,026
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
2,788,426
$
2,728,021
*Recast as discussed in Note 1 – Organization and Presentation.
See notes to consolidated financial statements .
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(In thousands, except unit and per unit data)
c
Year Ended December 31,
2023
2022*
2021*
SALES AND OPERATING REVENUES:
Coal sales
$
2,210,210
$
2,102,229
$
1,386,923
Oil & gas royalties
137,751
151,060
84,183
Transportation revenues
142,290
113,860
69,607
Other revenues
76,450
52,818
38,517
Total revenues
2,566,701
2,419,967
1,579,230
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
1,368,787
1,288,082
944,419
Transportation expenses
142,290
113,860
69,607
Outside coal purchases
36,149
151
6,372
General and administrative
79,096
80,425
70,275
Depreciation, depletion and amortization
267,982
276,670
264,794
Settlement gain
—
( 6,664 )
—
Total operating expenses
1,894,304
1,752,524
1,355,467
INCOME FROM OPERATIONS
672,397
667,443
223,763
Interest expense (net of interest capitalized of $ 6,706 , $ 922 and $ 396 , respectively)
( 36,091 )
( 37,331 )
( 39,229 )
Interest income
9,394
2,035
88
Equity method investment income (loss)
( 1,468 )
5,634
2,130
Other income (expense)
218
4,355
( 2,966 )
INCOME BEFORE INCOME TAXES
644,450
642,136
183,786
INCOME TAX EXPENSE
8,280
53,978
417
NET INCOME
636,170
588,158
183,369
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
( 6,052 )
( 1,958 )
( 598 )
NET INCOME ATTRIBUTABLE TO ARLP
$
630,118
$
586,200
$
182,771
NET INCOME ATTRIBUTABLE TO ARLP
GENERAL PARTNER
$
1,384
$
9,010
$
4,614
LIMITED PARTNERS
$
628,734
$
577,190
$
178,157
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
4.81
$
4.39
$
1.36
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
127,180,312
127,195,219
127,195,219
*Recast as discussed in Note 1 – Organization and Presentation.
See notes to consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(In thousands)
Year Ended December 31,
2023
2022*
2021*
NET INCOME
$
636,170
$
588,158
$
183,369
OTHER COMPREHENSIVE INCOME (LOSS):
Defined benefit pension plan
Amortization of prior service cost (1)
186
186
186
Net actuarial gain
2,894
10,148
14,921
Amortization of net actuarial loss (1)
682
1,963
4,327
Total defined benefit pension plan adjustments
3,762
12,297
19,434
Pneumoconiosis benefits
Net actuarial gain (loss)
( 25,615 )
9,840
( 161 )
Amortization of net actuarial loss (1)
1,382
1,038
4,172
Total pneumoconiosis benefits adjustments
( 24,233 )
10,878
4,011
OTHER COMPREHENSIVE INCOME (LOSS)
( 20,471 )
23,175
23,445
COMPREHENSIVE INCOME
615,699
611,333
206,814
Less: Comprehensive income attributable to noncontrolling interest
( 6,052 )
( 1,958 )
( 598 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP
$
609,647
$
609,375
$
206,216
(1) Amortization of prior service cost and actuarial gain or loss is included in the computation of net periodic benefit cost (see Notes 15 and 19 for additional details).
*Recast as discussed in Note 1 – Organization and Presentation.
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, 2023, 2022 AND 2021
(In thousands)
Year Ended December 31,
2023
2022*
2021*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
636,170
$
588,158
$
183,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
267,982
276,670
264,794
Non-cash compensation expense
12,864
11,029
5,709
Coal inventory adjustment to market
33,296
364
70
Equity method investment loss (income)
1,468
( 5,634 )
( 2,130 )
Distributions from equity method investments
2,567
5,634
2,130
Net gain on sale of property, plant and equipment
( 3,230 )
( 3,665 )
( 6,592 )
Change in deferred income tax
( 8,973 )
34,775
349
Other
11,259
5,313
3,900
Changes in operating assets and liabilities:
Trade receivables
( 41,210 )
( 108,893 )
( 25,931 )
Other receivables
( 1,077 )
( 7,921 )
3,109
Inventories, net
( 78,004 )
( 20,138 )
( 4,673 )
Prepaid expenses and other assets
( 2,940 )
( 9,179 )
211
Advance royalties
( 3,636 )
( 6,787 )
( 7,523 )
Accounts payable
17,842
14,580
19,481
Accrued taxes other than income taxes
( 1,960 )
5,180
( 7,267 )
Accrued payroll and related benefits
( 9,739 )
2,818
8,281
Pneumoconiosis benefits
3,924
3,849
6,832
Workers' compensation
( 1,477 )
( 3,996 )
( 1,292 )
Other
( 4,484 )
20,192
( 10,654 )
Total net adjustments
194,472
214,191
248,804
Net cash provided by operating activities
830,642
802,349
432,173
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
( 379,338 )
( 286,394 )
( 122,984 )
Change in accounts payable and accrued liabilities
( 29,695 )
35,956
2,594
Proceeds from sale of property, plant and equipment
3,710
7,468
7,719
Contributions to equity method investments
( 2,518 )
( 24,087 )
—
Purchase of equity securities
( 49,560 )
( 42,000 )
—
JC Resources acquisition
( 64,999 )
—
—
Oil & gas reserve business combinations
( 14,459 )
( 92,618 )
—
Oil & gas reserve asset acquisitions
( 24,225 )
—
( 30,960 )
Other
1,351
( 1,663 )
943
Net cash used in investing activities
( 559,733 )
( 403,338 )
( 142,688 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
—
27,500
35,000
Payments under securitization facility
—
( 27,500 )
( 90,900 )
Payments on equipment financings
( 24,970 )
( 16,071 )
( 17,299 )
Borrowings under revolving credit facilities
—
—
15,000
Payments under revolving credit facilities
—
—
( 102,500 )
Borrowings from line of credit
—
—
5,340
Payment on line of credit
—
—
( 5,340 )
Borrowing under long-term debt
75,000
—
—
Payments on long-term debt
( 129,455 )
—
—
Payment of debt issuance costs
( 12,376 )
—
( 113 )
Payments for purchases of units under unit repurchase program
( 19,432 )
—
—
Payments for tax withholdings related to settlements under deferred compensation plans
( 10,334 )
—
( 1,090 )
Excess purchase price over the contributed basis from JC Resources acquisition
( 7,251 )
—
—
Cash retained by JC Resources in acquisition
( 2,933 )
( 10,537 )
( 6,971 )
Distributions paid to Partners
( 364,579 )
( 196,347 )
( 52,158 )
Other
( 10,789 )
( 2,436 )
( 1,625 )
Net cash used in financing activities
( 507,119 )
( 225,391 )
( 222,656 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
( 236,210 )
173,620
66,829
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
296,023
122,403
55,574
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
59,813
$
296,023
$
122,403
*Recast as discussed in Note 1 – Organization and Presentation.
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, 2023, 2022 AND 2021
(In thousands, except unit data)
Number of
Accumulated
Limited
Limited
General
Other
Partner
Partners'
Partner's
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Capital *
Income (Loss)
Interest
Capital *
Balance at January 1, 2021
127,195,219
$
1,148,565
$
70,432
$
( 87,674 )
$
11,376
$
1,142,699
Comprehensive income:
Net income
—
178,157
4,614
—
598
183,369
Actuarially determined long-term liability adjustments
—
—
—
23,445
—
23,445
Total comprehensive income
206,814
Settlement of deferred common unit- based 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 )
Cash retained by JC Resources in acquisition - See Note 1
—
—
( 6,971 )
—
—
( 6,971 )
Distributions to Partners
—
( 50,878 )
—
—
—
( 50,878 )
Balance at December 31, 2021
127,195,219
1,279,183
68,075
( 64,229 )
11,115
1,294,144
Comprehensive income:
Net income
—
577,190
9,010
—
1,958
588,158
Actuarially determined long-term liability adjustments
—
—
—
23,175
—
23,175
Total comprehensive income
611,333
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
—
Cash retained by JC Resources in acquisition - See Note 1
—
—
( 10,537 )
—
—
( 10,537 )
Distributions to Partners
—
( 190,794 )
—
—
—
( 190,794 )
Balance at December 31, 2022
127,195,219
1,656,025
66,548
( 41,054 )
26,507
1,708,026
Comprehensive income:
Net income
—
628,734
1,384
—
6,052
636,170
Actuarially determined long-term liability adjustments
—
—
—
( 20,471 )
—
( 20,471 )
Total comprehensive income
615,699
Settlement of deferred common unit- based compensation plans
860,060
( 10,334 )
—
—
—
( 10,334 )
Purchase of units under unit repurchase program
( 929,842 )
( 19,432 )
—
—
—
( 19,432 )
Common unit-based compensation
—
12,864
—
—
—
12,864
Distributions on deferred common unit-based compensation
—
( 8,530 )
—
—
—
( 8,530 )
Distributions from consolidated company to noncontrolling interest
—
—
—
—
( 8,464 )
( 8,464 )
JC Resources acquisition - See Note 1
—
( 7,251 )
( 64,999 )
—
—
( 72,250 )
Cash retained by JC Resources in acquisition - See Note 1
—
—
( 2,933 )
—
—
( 2,933 )
Distributions to Partners
—
( 356,049 )
—
—
—
( 356,049 )
Balance at December 31, 2023
127,125,437
$
1,896,027
$
—
$
( 61,525 )
$
24,095
$
1,858,597
*Recast as discussed in Note 1 – Organization and Presentation.
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, 2023, 2022 AND 2021
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 of ARLP.
● References to "Alliance Minerals" mean Alliance Minerals, LLC, an indirect wholly owned subsidiary of ARLP.
● References to "Alliance Resource Properties" mean Alliance Resource Properties, LLC, an indirect wholly owned subsidiary of ARLP .
Organization
ARLP is a Delaware limited partnership listed on the NASDAQ Global Select Market under the ticker symbol "ARLP." ARLP was formed in May 1999 and completed its initial public offering on August 19, 1999 when it acquired substantially all of the coal production and marketing assets of Alliance Resource Holdings, Inc., a Delaware corporation ("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").
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"), an entity owned by Mr. Craft, for $ 72.3 million, which was funded with cash on hand ("JC Resources Acquisition"). Because JC Resources is owned by Mr. 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. Recasting for the JC Resources Acquisition increased revenues by $ 13.5 million and $ 9.3 million for the years ended December 31, 2022 and
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2021, respectively, and increased income from operations, net income and comprehensive income by $ 9.0 million and $ 4.6 million for the years ended December 31, 2022 and 2021, 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.
Skyland
On December 7, 2023, we acquired approximately 2,372 oil & gas net royalty acres in the Anadarko, Williston and Delaware Basins from Skyland Minerals, L.P. ("Skyland") and Haymaker Minerals & Royalties II, LLC ("Haymaker") for a purchase price of $ 14.5 million which was funded with cash on hand ("Skyland Acquisition").
The Boulders, Belvedere, Jase, JC Resources and Skyland Acquisitions enhanced our ownership position in various basins 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 67,700 net royalty acres in premier oil & gas resource plays including previous acquisitions and our investment in AllDale Minerals III, LP ("AllDale III").
Growth Investments and Opportunities
Francis
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 a preferred equity interest in 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. For more information on this investment, please see Note 11 – Variable Interest Entities.
Infinitum
During 2022, we purchased $ 42.0 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 September 8, 2023, we purchased $ 24.6 million of Series E Preferred Stock ("Series E Preferred Stock" and, together with the "Series D Preferred Stock," the "Infinitum Preferred Stock") in Infinitum. The Infinitum Preferred Stock provides for non-cumulative dividends when and if declared by Infinitum's board of directors. Each share of Infinitum Preferred Stock is convertible, at any time, at our option, into shares of common stock of Infinitum. For more information on this investment, please see Note 12 – Equity Investments.
NGP ET IV
On June 2, 2022, we committed to purchase $ 25.0 million of limited partner interests in NGP Energy Transition, L.P. ("NGP ET IV"), a private equity fund sponsored by NGP Energy Capital Management, LLC ("NGP"). NGP ET 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 11 – Variable Interest Entities.
Ascend
On August 22, 2023, we purchased $ 25.0 million of Series D Preferred Stock (the "Ascend Preferred Stock") in Ascend Elements, Inc. ("Ascend"), a U.S.-based manufacturer and recycler of sustainable, engineered battery materials for electric vehicles. The Ascend Preferred Stock provides for non-cumulative dividends when and if declared by Ascend's board of directors. Each share is convertible, at any time, at our option, into shares of common stock of Ascend. For more information on this investment please see Note 12 – Equity Investments.
The Francis, Infinitum, NGP ET IV and Ascend investments further our business strategy to pursue opportunities that support the advancement of energy and related infrastructure and leverage our core competencies and build platforms for future lines of business with long-term growth and cash flow generation.
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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 reduced the total income tax burden on our oil & gas royalties, as Alliance Minerals now pays entity-level taxes at corporate tax rates which are favorable to our unitholders. For more information on the Tax Election please see Note 7 – Income Taxes.
Presentation
The consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of December 31, 2023 and 2022, 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, 2023. All of our intercompany transactions and accounts have been eliminated.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 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.
Business Combinations
A business consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs. We account for the acquisition of a business as a business combination, where 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. However, if substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets with the same risk profile, the acquisition is accounted for as an asset acquisition and recorded at cost.
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:
● Asset retirement obligations;
● Pension valuation variables;
● Workers' compensation and pneumoconiosis valuation variables;
● Acquisition related purchase price allocations;
● Life of mine assumptions;
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● Oil & gas reserve quantities and carrying amounts; and
● Determination of oil & gas revenue accruals
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.
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. At times the ARLP Partnership maintains deposits in federally insured financial institutions in excess of stated federally insured limits. Management monitors the credit ratings and concentration of risk with these financial institutions on a continuing basis to safeguard cash deposits. Based on this monitoring and other diligence, including discussions with representatives of the financial institutions, we have no reason to believe that any of the financial institutions in which we have deposits in excess of stated federally insured limits are facing financial difficulties, defaults or limited liquidity situations that would cause us to be unable to access our deposits.
Cash Management
The cash flows from operating activities section of our consolidated statements of cash flows reflects an adjustment for $ 6.7 million representing book overdrafts at December 31, 2023. We did not have material book overdrafts at December 31, 2022 and 2021.
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.
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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,
2023
2022
(in thousands)
Advance royalties, affiliates (see Note 20 – Related-Party Transactions)
$
64,599
$
60,608
Advance royalties, third-parties
14,306
14,661
Total advance royalties
$
78,905
$
75,269
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. Processing facilities and mineral rights, assuming current production estimates, are depreciated or depleted using the units-of-production method. Mining equipment and other plant and equipment assets are depreciated principally using the straight-line method over the remaining estimated life of each mine. Buildings, office equipment and improvements are amortized straight line over their estimated useful lives. 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.
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
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resources are the quantities expected to be recovered through the 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.
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.
Equity 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 and Ascend as equity securities without readily determinable fair values. See Note 12 – Equity Investments for further discussion of these investments.
Our investments and ownership interests in entities in which we do not have a controlling financial interest are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the entity. Investments accounted for under the equity method are initially recorded at cost, and the difference between the basis of our investment and the underlying equity in the net assets of the 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 ET IV. See Note 11 – Variable Interest Entities and Note 12 – Equity 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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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 19 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.
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.
Common Unit-Based Compensation
We maintain the Long-Term Incentive Plan ("LTIP") for certain key employees and executive officers. Pursuant to 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 by the compensation committee of our general partner ("Compensation Committee"). The vesting of all restricted units is subject to the satisfaction of certain financial tests. If it is not probable that the financial tests will be achieved for a particular grant of restricted units, 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, restricted units issued to LTIP participants generally cliff vest on January 1st of the third year following the issuance of such restricted units. We expect to settle restricted unit grants by issuing ARLP common units, except for the portion of the restricted units that will satisfy our tax withholding obligations. We account for forfeitures of non-vested restricted unit grants as they occur. As provided under the distribution equivalent rights ("DERs") provisions of the LTIP and the terms of the restricted unit awards, all currently outstanding 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 a 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 have utilized the Supplemental Executive Retirement Plan ("SERP") to provide deferred compensation benefits for certain executive officers. All allocations made to participants under the SERP have been made in the form of "phantom" ARLP units. We intend to settle any distributions from the SERP in the form of ARLP common units. The SERP has been 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
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of ARLP, described in the Directors' Deferred Compensation Plan as "phantom" units. We intend to settle any distributions from the Directors' Deferred Compensation Plan 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 and recorded as compensation expense. All grants of phantom units under the SERP and Directors' Deferred Compensation Plan vest immediately.
On December 14, 2023, the Compensation Committee and the Board of Directors approved the termination of the SERP and Directors' Deferred Compensation Plan, and authorized distribution of accounts on December 15, 2024 or as soon thereafter as practical. The accounts will continue to accrue benefits in accordance with plan terms until distributed.
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.
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.
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.
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.
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.
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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.
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.
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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 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.
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 Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 primarily requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker ("CODM"), the amount and composition of other segment items, and the title and position of the CODM. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07, but do not expect it to have a material effect on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 primarily requires enhanced disclosures to (1) disclose specific categories in the rate reconciliation, (2) disclose the amount of income taxes paid and expensed disaggregated by federal, state, and foreign taxes, with further disaggregation by individual jurisdictions if certain criteria are met, and (3) disclose income
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(loss) from continuing operations before income tax (benefit) disaggregated between domestic and foreign. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09, but do not expect it to have a material effect 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 with a similar risk profile, including proved undeveloped, we have determined that the Boulders Acquisition should be accounted for as an asset acquisition.
The following table summarizes the purchase price allocation of the assets acquired in the Boulders Acquisition:
(in thousands)
Mineral interests in proved properties
$
12,542
Mineral interests in unproved properties
18,418
$
30,960
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 with different risk profiles, 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 income from the Belvedere Acquisition Date through December 31, 2022 are as follows:
Year Ended
December 31,
2022
(in thousands)
Revenue
$
722
Net income
488
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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
$
2,420,824
$
1,580,373
Net income
588,916
184,361
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 with different risk profiles, 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.
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 income from the Jase Acquisition Date through December 31, 2022 are as follows:
Year Ended
December 31,
2022
(in thousands)
Revenue
$
1,689
Net income
854
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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
$
2,430,734
$
1,588,914
Net income
596,759
190,765
JC Resources
On February 22, 2023, we completed the JC Resources Acquisition, which gives us increased exposure to a prolific area of the Delaware Basin that is within close proximity to reserves that we currently own. This acquisition was approved by the conflicts committee of MGP's board of directors, which is comprised entirely of independent directors. Because JC Resources is under common control with us, we recorded the acquisition at JC Resources' carrying value for each period presented. 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 consolidated statements of income by $ 10.6 million for the year ended December 31, 2023.
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 assists us in the identification, evaluation, and acquisition of target oil & gas mineral interests. 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 December 31, 2023, we have purchased $ 6.5 million and $ 6.7 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. On February 19, 2024, we renewed this agreement for an additional one-year term, committing up to $ 25.0 million.
Skyland Acquisition
On December 7, 2023 (the "Skyland Acquisition Date"), we acquired approximately 2,372 oil & gas net royalty acres in the Anadarko, Williston and Delaware Basins from Skyland and Haymaker for a cash purchase price of $ 14.5 million which was funded with cash on hand. This acquisition further enhanced our ownership position in these basins. Because the mineral interests acquired in the Skyland Acquisition include royalty interests in both developed properties and undeveloped properties with different risk profiles, 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 Skyland Acquisition Date on our consolidated balance sheet.
The following table summarizes the fair value allocation of assets acquired as of the Skyland Acquisition Date:
(in thousands)
Mineral interests in proved properties
$
8,694
Mineral interests in unproved properties
5,765
Net assets acquired
$
14,459
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.
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The amounts of revenue and earnings from the mineral interests acquired in the Skyland Acquisition included in our consolidated statements of income from the Skyland Acquisition Date through December 31, 2023 are immaterial.
The following represents our supplemental pro forma consolidated revenues and net income for the years ended December 31, 2023 and 2022 as if the mineral interests acquired in the Skyland Acquisition had been included in our consolidated results since January 1, 2022. These amounts have been calculated after applying our accounting policies.
Year Ended
December 31,
2023
2022
(in thousands)
(unaudited)
Revenues
$
2,568,516
$
2,423,313
Net income
637,757
591,140
Miscellaneous Acquisitions
In addition to the acquisitions discussed above, we purchased $ 6.8 million and $ 4.3 million of oil & gas mineral interests in proved and unproved properties, respectively, during the year ended December 31, 2023 and $ 1.3 million and $ 0.4 million in proved and unproved properties, respectively, during the year ended December 31, 2022.
4.
INVENTORIES
Inventories consist of the following :
December 31,
2023
2022
(in thousands)
Coal
$
56,549
$
23,553
Supplies (net of reserve for obsolescence of $ 8,167 and $ 6,601 , respectively)
71,007
53,773
Total inventories, net
$
127,556
$
77,326
The table above includes lower of cost or net realizable value adjustments of $ 33.3 million. These adjustments are a result of lower coal sale prices and higher cost per ton primarily due to the impact of Mettiki's longwall being idle most of the second half of 2023 due to delayed development of a new longwall district, Hamilton experiencing disruptions in production due to a longwall move, and continuing development of the Henderson County mine at our River View complex.
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5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
December 31,
2023
2022
(in thousands)
Mining equipment and processing facilities
$
1,989,541
$
1,927,603
Land and coal mineral rights
504,736
499,950
Oil & gas mineral interests
853,350
814,667
Buildings, office equipment, improvements and other miscellaneous equipment
310,876
300,436
Construction, mine development and other projects in progress
184,895
99,042
Mine development costs
329,146
289,724
Property, plant and equipment, at cost
4,172,544
3,931,422
Less accumulated depreciation, depletion and amortization
( 2,149,881 )
( 2,050,754 )
Total property, plant and equipment, net
$
2,022,663
$
1,880,668
All of our property, plant and equipment have depreciable lives of 1 to 20 years . Depreciation, depletion and amortization expense related to property, plant and equipment was $ 276.4 million, $ 273.8 million and $ 260.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
At December 31, 2023 and 2022, land and coal mineral rights above include $ 13.4 million and $ 29.9 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, 2023 and 2022, our oil & gas mineral interests noted in the table above include the carrying value of our unproved oil & gas mineral interests totaling $ 411.6 million and $ 422.7 million, respectively. 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 2023, we incurred $ 44.4 million in mine development costs, primarily related to Tunnel Ridge and the Henderson County mine at River View Coal, LLC ("River View"). During 2022, we incurred $ 11.3 million in mine development costs, primarily related to Hamilton and River View mine. 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.
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6. LONG-TERM DEBT
Long-term debt consists of the following:
Unamortized Discount and
Principal
Debt Issuance Costs
December 31,
December 31,
2023
2022
2023
2022
(in thousands)
Revolving credit facility
$
—
$
—
$
( 8,118 )
$
( 2,702 )
Term loan
60,938
—
( 1,416 )
—
Senior notes
284,607
400,000
( 891 )
( 2,134 )
Securitization facility
—
—
—
—
November 2019 equipment financing
—
21,072
—
—
June 2020 equipment financing
2,039
5,937
—
—
347,584
427,009
( 10,425 )
( 4,836 )
Less current maturities
( 20,789 )
( 24,970 )
451
—
Total long-term debt
$
326,795
$
402,039
$
( 9,974 )
$
( 4,836 )
Credit Facility
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 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 Revolving Credit Facility replaces the $ 459.5 million revolving credit facility extended to the Intermediate Partnership under its Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020. We incurred debt issuance costs during the year ended December 31, 2023 of $ 12.4 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 December 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. 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.
The Credit Agreement is guaranteed by ARLP and certain of its subsidiaries, including the Intermediate Partnership and most of the direct and indirect subsidiaries of Alliance Coal (the "Subsidiary Guarantors"). The Credit Agreement also is secured by substantially all of the assets of the Subsidiary Guarantors and Alliance Coal. Borrowings under the Credit Agreement bear interest, at our option, at either (i) an adjusted one-month, three-month or six-month term rate based on the secured overnight financing rate published by the Federal Reserve Bank of New York, plus the applicable margin or (ii) the base rate plus the applicable margin. The base rate is the highest of (i) the Overnight Bank Funding Rate plus 0.50 %, (ii) the Administrative Agent's prime rate, and (iii) the Daily Simple Secured Overnight Financing Rate plus 100 basis points. The applicable margin for borrowings under the Credit Agreement are determined by reference to the Consolidated Debt to Consolidated Cash Flow Ratio. For borrowings under the Term Loan, we elected the three-month term rate, with applicable margin, which was 8.50 % as of December 31, 2023. At December 31, 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
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commitment fee of 0.50 % on the undrawn portion of the Revolving Credit Facility. We utilize the Credit Agreement, as appropriate, for working capital requirements, capital expenditures and investments, scheduled debt payments and distribution payments.
The Credit Agreement contains various restrictions affecting Alliance Coal and its subsidiaries, including, among other things, restrictions on incurrence of additional indebtedness and liens, sale of assets, investments, mergers and consolidations and transactions with affiliates. In each case, these restrictions are subject to various exceptions. In addition, restrictions apply to cash distributions by Alliance Coal to the Intermediate Partnership if such distribution would result in exceeding a minimum 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) 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 0.08 to 1.0, 0.46 to 1.0 and 63.86 to 1.0, respectively, for the trailing twelve months ended December 31, 2023. We were in compliance with the covenants of the Credit Agreement as of December 31, 2023 and anticipate remaining in compliance with the covenants.
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 Credit Facility and its associated compliance ratios, the amount of our net restricted assets at December 31, 2023 was $ 797.2 million.
Senior Notes
On April 24, 2017, the Intermediate Partnership and Alliance Resource Finance Corporation (as co-issuer), a wholly owned subsidiary of the Intermediate Partnership ("Alliance Finance"), issued an aggregate principal amount of $ 400.0 million of senior unsecured notes due 2025 ("Senior Notes") in a private placement to qualified institutional buyers. The Senior Notes have a term of eight years , maturing on May 1, 2025 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. During the year ended December 31, 2023, we repurchased or redeemed $ 115.4 million of our Senior Notes. The gain on extinguishment of the Senior Notes is immaterial.
Accounts Receivable Securitization
Certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership were 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, 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. In January 2024, we extended the term of the Securitization Facility to January 2025 and increased the borrowing availability under the facility to $ 90.0 million. The Securitization Facility was previously scheduled to mature in January 2024. At December 31, 2023, we did no t have any outstanding borrowings under the Securitization Facility.
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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 contained customary terms and events of default and an implicit interest rate of 4.75 % and matured on November 6, 2023. Upon maturity, the equipment reverted 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 to the Intermediate Partnership.
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, 2023, 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)
2024
$
20,789
2025
303,357
2026
18,750
2027
4,688
$
347,584
7. INCOME TAXES
Components of income tax expense are as follows:
Year Ended December 31,
2023
2022
2021
(in thousands)
Current:
Federal
$
15,917
$
17,572
$
( 1 )
State
1,336
1,605
70
17,253
19,177
69
Deferred:
Federal
( 7,235 )
33,038
356
State
( 1,738 )
1,763
( 8 )
( 8,973 )
34,801
348
Income tax expense
$
8,280
$
53,978
$
417
Alliance Minerals' Tax Election resulted in the recognition of an initial deferred tax liability of $ 37.3 million with a corresponding increase to income tax expense and reduction of net income for the year ended December 31, 2022. This reduction of net income equates to approximately $ 0.29 per basic and diluted limited partner unit. 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
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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.
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,
2023
2022
2021
(in thousands)
Income taxes at statutory rate
$
135,335
$
134,849
$
38,595
Less: Income taxes at statutory rate on Partnership income not subject to income taxes
( 119,556 )
( 113,925 )
( 37,546 )
Increase (decrease) resulting from:
State taxes, net of federal income tax
864
1,492
275
Change in valuation allowance of deferred tax assets
—
( 317 )
( 834 )
Deferred taxes related to tax election
—
37,253
—
Tax effect of noncontrolling interest income not subject to income taxes
( 1,361 )
( 5,399 )
—
Return to accrual adjustments
( 7,008 )
69
( 1 )
Other
6
( 44 )
( 72 )
Income tax expense
$
8,280
$
53,978
$
417
The effective income tax rates for our income tax expense for the year ended December 31, 2023 and 2021 are 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 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.
Significant components of deferred tax liabilities and deferred tax assets are as follows:
December 31,
2023
2022
(in thousands)
Deferred tax liabilities:
Property, plant and equipment
$
( 36,453 )
$
( 38,349 )
Total deferred tax liabilities
( 36,453 )
( 38,349 )
Deferred tax assets:
Federal loss carryovers and credits
4,508
2,139
State loss carryovers and credits
2,126
951
Capitalized research and development
2,567
—
Other
1,098
133
Total deferred tax assets
10,299
3,223
Overall net deferred tax liabilities
$
( 26,154 )
$
( 35,126 )
Deferred tax liabilities for property, plant and equipment are primarily the result of the Alliance Minerals' Tax Election and associated impact of the Acquisition Gain discussed above.
Federal and state 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.
Research and development expenses are required to be capitalized and amortized for U.S. tax purposes, resulting in a deferred tax asset. These expenses are primarily associated with the operations of other subsidiaries that are taxable for federal income tax purposes.
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Our 2020 through 2022 tax years remain open to examination by tax authorities, and lower-tier partnership income tax returns for the tax years ended December 31, 2020 and 2021 are being audited by the Internal Revenue Service.
8. LEASES
The components of lease expense were as follows:
December 31,
2023
2022
2021
(in thousands)
Finance lease cost:
Amortization of right-of-use assets
$
96
$
597
$
597
Interest on lease liabilities
27
73
147
Operating lease cost
3,572
2,884
2,404
Short-term lease cost
—
—
200
Variable lease cost
1,680
1,665
1,306
Total lease cost
$
5,375
$
5,219
$
4,654
Rental expense was $ 5.7 million, $ 5.1 million and $ 3.3 million for the years ended December 31, 2023, 2022 and 2021 respectively.
Supplemental cash flow information related to leases was as follows:
December 31,
2023
2022
2021
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
3,720
$
2,880
$
2,367
Operating cash flows for finance leases
$
27
$
73
$
147
Financing cash flows for finance leases
$
363
$
840
$
766
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$
2,596
$
1,315
$
189
Supplemental balance sheet information related to leases was as follows:
December 31,
2023
2022
(in thousands)
Finance leases:
Property and equipment finance lease assets, gross
$
1,085
$
5,485
Accumulated depreciation
( 507 )
( 5,061 )
Property and equipment finance lease assets, net
$
578
$
424
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December 31,
2023
2022
Weighted average remaining lease term
Operating leases
11.7 years
13.4 years
Finance leases
4.0 years
5.0 years
Weighted average discount rate
Operating leases
6.0 %
6.0 %
Finance leases
4.8 %
4.8 %
Maturities of lease liabilities as of December 31, 2023 were as follows:
Operating leases
Finance leases
(in thousands)
2024
$
3,437
$
140
2025
2,403
140
2026
1,923
140
2027
1,930
140
2028
1,646
—
Thereafter
12,122
—
Total lease payments
23,461
560
Less imputed interest
( 6,869 )
( 55 )
Total
$
16,592
$
505
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.
9. FAIR VALUE MEASUREMENTS
The following table summarizes our fair value measurements within the hierarchy not included elsewhere in these notes:
December 31, 2023
December 31, 2022
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
(in thousands)
Long-term debt
$
—
$
347,116
$
—
$
—
$
424,420
$
—
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 6 – Long-Term Debt for additional information on our long-term debt.
10. 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 2021 through 2023:
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Year Ended December 31,
2023
2022
2021
First Quarter
$
0.700
$
0.250
$
—
Second Quarter
$
0.700
$
0.350
$
0.100
Third Quarter
$
0.700
$
0.400
$
0.100
Fourth Quarter
$
0.700
$
0.500
$
0.200
On January 26, 2024, 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, 2024 to all unitholders of record on February 7, 2024.
Unit Repurchase Program
In January 2023, the board of directors of MGP 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 were authorized to repurchase up to a total of $ 100.0 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. During the year ended December 31, 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, leaving $ 80.6 million remaining under the current authorization. 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.
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 11 – Variable Interest Entities, Note 15 – Employee Benefit Plans and Note 19 – Accrued Workers' Compensation and Pneumoconiosis Benefits for further information.
11. VARIABLE INTEREST ENTITIES
AllDale I & II and Cavalier Minerals
We own the general partner interests and, including the limited partner interests we hold through our ownership in Cavalier Minerals, approximately 97 % of the limited partner interests in AllDale I & II. As the general partner of AllDale I & II, we are entitled to receive 20.0 % of all distributions from AllDale I & II with the remaining 80.0 % allocated to limited partners based upon ownership percentages.
Cavalier Minerals owns approximately 72 % of the limited partner interests in AllDale I & II. We own the managing member interest and a 96 % member interest in Cavalier Minerals. Bluegrass Minerals owns a 4 % member interest in Cavalier Minerals and a profits interest which entitles it to receive distributions equal to 25 % of all distributions (including in liquidation) after all members have recovered their investment. All members have recovered their investment and Bluegrass Minerals began receiving its profits interest distributions in late 2022.
We have concluded that AllDale I, AllDale II and Cavalier Minerals are VIEs which we consolidate as the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of AllDale I, AllDale II and Cavalier Minerals in addition to having substantial equity ownership.
Our share of Cavalier Minerals' investment in AllDale I & II is eliminated in consolidation and Bluegrass Minerals' investment in Cavalier Minerals is accounted for as noncontrolling ownership interest in our consolidated balance sheets. Additionally, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our consolidated statements of income.
The following table presents the carrying amounts and classification of AllDale I & II's assets and liabilities included in our consolidated balance sheets:
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December 31,
2023
2022
Assets (liabilities):
(in thousands)
Cash and cash equivalents
$
4,690
$
4,698
Trade receivables
16,058
13,933
Total property, plant and equipment, net
389,767
406,135
Accounts payable
( 175 )
( 257 )
Due to affiliates
—
( 24 )
Accrued taxes other than income taxes
( 958 )
( 206 )
AllDale III
AllDale III owns oil & gas mineral interests in areas around the oil & gas mineral interests we own. Alliance Minerals owns a 13.9 % limited partner interest in AllDale III. Alliance Minerals' investment in AllDale III is subject to a 25 % profits interest for the general partner that is subject to a return hurdle equal to the greater of 125 % of cumulative capital contributions and a 10 % internal rate of return, and following an 80/20 "catch-up" provision for the general partner.
We have concluded that AllDale III is a VIE that we do not consolidate because we are not the primary beneficiary and 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 are not the primary beneficiary of AllDale III because we do not have the power to direct the activities that most significantly impact AllDale III's economic performance. See Note 12 – Equity Investments for more information about the accounting for our investment in AllDale III.
Francis
On April 5, 2022, we invested $ 20 million in Francis, in the form of a convertible note. Our convertible note matured on April 1, 2023 and was converted into a 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. Subsequent to the conversion on April 1, 2023, we participate in earnings and losses and are eligible to receive distributions. As of December 31, 2023, we held approximately 17.0 % of Francis' equity.
We have concluded that Francis is a VIE that we do not consolidate because we are not the primary beneficiary and Francis' 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 because we do not have the power to direct the activities that most significantly impact Francis's economic performance. See Note 12 – Equity Investments for more information about the accounting for our investment in Francis.
NGP ET IV
On June 2, 2022, we committed to purchase $ 25.0 million of limited partner interests in NGP ET IV, a private equity fund sponsored by NGP and focused on investments that are part of the global transition toward a lower carbon economy. This commitment represents a 3.6 % interest in NGP ET IV. As of December 31, 2023, we have funded $ 6.6 million of this commitment.
We have concluded that NGP ET IV is a VIE that we do not consolidate because we are not the primary beneficiary and NGP ET IV is structured as a limited partnership with limited partners (i) not having the ability to remove the general partner and (ii) not participating significantly in the operational decisions. We are not the primary beneficiary of NGP ET IV because we do not have the power to direct the activities that most significantly impact NGP ET IV's economic performance. See Note 12 – Equity Investments for more information about the accounting for our investment in NGP ET IV.
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12. EQUITY INVESTMENTS
AllDale III
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 were as follows:
Year Ended December 31,
2023
2022
2021
(in thousands)
Beginning balance
$
25,284
$
26,325
$
27,268
Equity method investment income
2,567
5,634
2,130
Distributions received
( 3,918 )
( 6,675 )
( 3,073 )
Ending balance
$
23,933
$
25,284
$
26,325
Francis
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 primarily on capital contributions to meet its operating and debt obligations. We currently believe that the carrying value of our investment is recoverable; 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 were as follows:
Year Ended December 31,
2023
2022
(in thousands)
Beginning balance
$
20,000
$
—
Contributions
—
20,000
Equity method investment loss
( 3,513 )
—
Ending balance
$
16,487
$
20,000
NGP ET IV
We account for our ownership interest in the income or loss of NGP ET IV as an equity method investment. The changes in our equity method investment in NGP ET IV were as follows:
Year Ended December 31,
2023
2022
(in thousands)
Beginning balance
$
4,087
$
—
Contributions
2,518
4,087
Equity method investment loss
( 522 )
—
Ending balance
$
6,083
$
4,087
Infinitum
During 2022, we purchased $ 42.0 million of Series D Preferred Stock in Infinitum, a Texas-based startup developer and manufacturer of electric motors featuring printed circuit board stators. On September 8, 2023, we purchased $ 24.6 million of Series E Preferred Stock in Infinitum. The Infinitum Preferred Stock provides for non-cumulative dividends when and if declared by Infinitum's board of directors. Each share of Infinitum Preferred Stock is convertible, at any time, at our option, into shares of common stock of Infinitum. We account for our ownership interest in Infinitum as an equity investment without a readily determinable fair value. Absent an observable price change, it is not practicable to estimate the fair value of our investment in Infinitum because of the lack of a quoted market price for our ownership interests. Therefore, we use a measurement alternative other than fair value to account for our investment.
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Ascend
On August 22, 2023, we purchased $ 25.0 million of Ascend Preferred Stock in Ascend, a U.S.-based manufacturer and recycler of sustainable, engineered battery materials for electric vehicles. The Ascend Preferred Stock provides for non-cumulative dividends when and if declared by Ascend's board of directors. Each share is convertible, at any time, at our option, into shares of common stock of Ascend. We account for our ownership interest in Ascend as an equity investment without a readily determinable fair value. Absent an observable price change, it is not practicable to estimate the fair value of our investment in Ascend 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.
13. 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 23 – Segment Information.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Year Ended December 31, 2023
Coal sales
$
1,364,901
$
845,309
$
—
$
—
$
—
$
2,210,210
Oil & gas royalties
—
—
137,751
—
—
137,751
Coal royalties
—
—
—
65,572
( 65,572 )
—
Transportation revenues
106,150
36,140
—
—
—
142,290
Other revenues
10,505
1,885
3,774
42
60,244
76,450
Total revenues
$
1,481,556
$
883,334
$
141,525
$
65,614
$
( 5,328 )
$
2,566,701
Year Ended December 31, 2022
Coal sales
$
1,219,943
$
882,286
$
—
$
—
$
—
$
2,102,229
Oil & gas royalties
—
—
151,060
—
—
151,060
Coal royalties
—
—
—
60,624
( 60,624 )
—
Transportation revenues
69,540
44,320
—
—
—
113,860
Other revenues
6,822
1,481
3,837
56
40,622
52,818
Total revenues
$
1,296,305
$
928,087
$
154,897
$
60,680
$
( 20,002 )
$
2,419,967
Year Ended December 31, 2021
Coal sales
$
873,930
$
512,993
$
—
$
—
$
—
$
1,386,923
Oil & gas royalties
—
—
84,183
—
—
84,183
Coal royalties
—
—
—
51,402
( 51,402 )
—
Transportation revenues
41,001
28,606
—
—
—
69,607
Other revenues
4,666
3,940
2,256
69
27,586
38,517
Total revenues
$
919,597
$
545,539
$
86,439
$
51,471
$
( 23,816 )
$
1,579,230
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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, 2023 and disaggregated by segment and contract duration.
2027 and
2024
2025
2026
Thereafter
Total
(in thousands)
Illinois Basin Coal Operations coal revenues
$
1,291,152
$
494,386
$
253,465
$
238,500
$
2,277,503
Appalachia Coal Operations coal revenues
754,183
325,425
1,600
—
1,081,208
Total coal revenues (1)
$
2,045,335
$
819,811
$
255,065
$
238,500
$
3,358,711
(1) Coal revenues generally consists of consolidated revenues excluding our Oil & Gas Royalties segment as well as intercompany revenues from our Coal Royalties segment .
14. EARNINGS PER LIMITED PARTNER UNIT
We utilize the two-class method in calculating basic and diluted earnings per limited partner unit ("EPU"). Subsequent to the JC Resources Acquisition, which is discussed in more detail in Note 1 – Organization and Presentation, net income attributable to ARLP is allocated to limited partners and participating securities with nonforfeitable distributions or distribution equivalents, while net losses attributable to ARLP are allocated only to limited partners but not to participating securities. Prior to the JC Resources Acquisition, in addition to limited partners and participating securities allocations, amounts are also allocated to our general partner for historical earnings from the mineral interests acquired in the JC Resources Acquisition. 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 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,
2023
2022
2021
(in thousands, except per unit data)
Net income attributable to ARLP
$
630,118
$
586,200
$
182,771
Less:
General partner's interest in net income attributable to ARLP
( 1,384 )
( 9,010 )
( 4,614 )
Limited partners' interest in net income attributable to ARLP
628,734
577,190
178,157
Less:
Distributions to participating securities
( 9,688 )
( 8,527 )
( 2,334 )
Undistributed earnings attributable to participating securities
( 7,203 )
( 10,576 )
( 2,403 )
Net income attributable to ARLP available to limited partners
$
611,843
$
558,087
$
173,420
Weighted-average limited partner units outstanding – basic and diluted
127,180
127,195
127,195
Earnings per limited partner unit - basic and diluted (1)
$
4.81
$
4.39
$
1.36
(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, 2023, 2022 and 2021, the combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 2,922,384 , 3,540,385 and 1,967,672 , respectively, were considered anti-dilutive under the treasury stock method.
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15. 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 $ 21.8 million, $ 19.4 million and $ 17.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
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, 2023 and 2022 and the funded status of the Pension Plan reconciled with the amounts reported in our consolidated financial statements:
December 31,
2023
2022
(dollars in thousands)
Change in benefit obligations:
Benefit obligations at beginning of year
$
104,682
$
139,566
Interest cost
5,180
3,749
Actuarial loss (gain)
2,446
( 32,996 )
Benefits paid
( 6,438 )
( 5,637 )
Benefit obligations at end of year
105,870
104,682
Change in plan assets:
Fair value of plan assets at beginning of year
92,129
113,976
Actual return on plan assets
11,561
( 16,210 )
Benefits paid
( 6,438 )
( 5,637 )
Fair value of plan assets at end of year
97,252
92,129
Funded status at the end of year
$
( 8,618 )
$
( 12,553 )
Amounts recognized in balance sheet:
Non-current liability
$
( 8,618 )
$
( 12,553 )
Amounts recognized in accumulated other comprehensive income consists of:
Prior service cost
$
( 196 )
$
( 382 )
Net actuarial loss
( 11,584 )
( 15,160 )
$
( 11,780 )
$
( 15,542 )
Weighted-average assumption to determine benefit obligations as of December 31,
Discount rate
4.90 %
5.10 %
Weighted-average assumptions used to determine net periodic benefit cost for the year ended December 31,
Discount rate
5.10 %
2.73 %
Expected return on plan assets
7.00 %
6.00 %
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The actuarial loss component of the change in benefit obligations in 2023 was primarily attributable to a decrease in the discount rate compared to the prior year end. The actuarial gain component of the change in benefit obligations in 2022 was primarily attributable to an increase in the discount rate compared to the prior year end.
The expected long-term rate of return used to determine our pension liability is based on an asset allocation assumption of:
Asset allocation
As of December 31, 2023
assumption
Equity securities
75 %
Fixed income securities
25 %
100 %
The actual return on plan assets was 12.5 % and ( 14.6 )% for the years ended December 31, 2023 and 2022, respectively.
Year Ended December 31,
2023
2022
2021
(in thousands)
Components of net periodic benefit cost (credit):
Interest cost
$
5,180
$
3,749
$
3,438
Expected return on plan assets
( 6,220 )
( 6,638 )
( 6,580 )
Amortization of prior service cost
186
186
186
Amortization of net loss
682
1,963
4,327
Net periodic benefit cost (credit) (1)
$
( 172 )
$
( 740 )
$
1,371
(1) Nonservice components of net periodic benefit cost (credit) are included in the Other income (expense) line item within our consolidated statements of income.
Year Ended December 31,
2023
2022
(in thousands)
Other changes in plan assets and benefit obligation recognized in accumulated other comprehensive loss:
Net actuarial gain
$
2,894
$
10,148
Reversal of amortization item:
Prior service cost
186
186
Net actuarial loss
682
1,963
Total recognized in accumulated other comprehensive loss
3,762
12,297
Net periodic benefit cost
172
740
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
$
3,934
$
13,037
Estimated future benefit payments as of December 31, 2023 are as follows:
Year Ended
December 31,
(in thousands)
2024
$
6,331
2025
6,490
2026
6,688
2027
6,820
2028
6,899
2029-2033
35,204
$
68,432
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We do no t expect to make material contributions to the Pension Plan during 2024.
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 an asset allocation strategy through investment in certain investment types such as equity securities and fixed income securities. The asset allocation process provides that the total portfolio allocation will be adjusted as the funded ratio of the plan changes and market conditions warrant, consistent with managing risks in accordance with plan objectives and time horizon. As the funded ratio improves, more assets may be allocated to the core fixed income portfolio to reduce volatility. The objective of the allocation policy is to achieve an average annual return greater than the actuarial discount rate over the specified time horizon. General asset allocation guidelines at December 31, 2023 are as follows:
Percentage of Total Portfolio
Minimum
Maximum
Equity securities
50 %
85 %
Fixed income securities
15 %
50 %
Equity securities include domestic and international common stocks, convertible notes and bonds, convertible preferred stocks, American Depository Receipts of non-U.S. companies and Real Estate Investment Trusts. Fixed income securities include debt securities issued by the federal government as well as state and local governments, banker's acceptances, repurchase agreements, asset-backed securities, collateralized mortgage-backed securities, corporate debt securities, inflation-index bonds and structured notes.
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The following information discloses the fair values of our Pension Plan assets by asset category:
December 31,
2023
2022
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
(in thousands)
Cash and cash equivalents
$
1,665
$
—
$
—
$
1,665
$
5,422
$
—
$
—
$
5,422
Equity investments - Individual securities (a):
Consumer discretionary
2,605
—
—
2,605
—
—
—
—
Consumer durables
2,088
—
—
2,088
—
—
—
—
Energy
952
—
—
952
—
—
—
—
Financials
4,852
—
—
4,852
—
—
—
—
Health Care
4,296
—
—
4,296
—
—
—
—
Industrials & materials
4,507
—
—
4,507
—
—
—
—
Information technology & communication
8,102
—
—
8,102
—
—
—
—
Fixed income investments - Individual securities (b):
Preferred stocks non-convertible
37
—
—
37
—
—
—
—
Equity investments - Mutual funds (c):
Mid-cap stock funds
11,847
—
—
11,847
—
—
—
—
Small-cap stock funds
4,007
—
—
4,007
—
—
—
—
International stock funds
7,849
—
—
7,849
—
—
—
—
Equity investments - Exchange traded funds (d):
Large-cap blend - S&P 500 index
18,044
—
—
18,044
—
—
—
—
International - Developed markets
3,138
—
—
3,138
—
—
—
—
International - Emerging markets
1,894
—
—
1,894
—
—
—
—
Accrued income (e)
—
29
—
29
—
—
—
—
$
75,883
$
29
$
—
$
75,912
$
5,422
$
—
$
—
$
5,422
Commingled investment funds measured at net asset value (f):
Equities - United States
—
36,259
Equities - United States futures
—
( 697 )
Equities - International developed markets
—
14,214
Equities - International developed markets futures
—
( 1,693 )
Equities - International emerging markets
—
782
Equities - International emerging markets futures
—
3,289
Fixed income - Investment grade
21,340
13,856
Fixed income - High yield
—
156
Fixed income - Futures
—
8,590
Alternatives
—
11,951
Total
$
97,252
$
92,129
(a) Equity investments - Individual securities include investments in publicly traded common stock and American Depository Receipts. Publicly traded common stocks are traded on a national securities exchange and investments in common stocks are valued using quoted market prices multiplied by the number of shares owned. American Depository Receipts are negotiable securities issued by a bank representing shares in a foreign company and traded on a national securities exchange.
(b) Fixed income investments - Individual securities include investments in preferred stock that are traded on a national securities exchange and valued using quoted market prices multiplied by the number of shares owned.
(c) Equity investments - Mutual funds are valued daily in actively traded markets. For purposes of calculating the value, portfolio securities and other assets for which market quotes are readily available are valued at market value. Investments initially valued in currencies other than the U.S. dollars are converted to the U.S. dollar using exchange rates obtained from pricing services.
(d) Equity investments – Exchange traded funds are funds that own financial assets and trade on exchanges, generally tracking a specific index. Investments in exchange traded funds are valued using a market approach based on the quoted market prices.
(e) Accrued income represents dividends or interest declared, but not received, on equity securities owned at December 31, 2023.
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(f) 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 .
16. 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, 2021
1,430,489
$
5.02
$
6,409
Granted (1)
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 (1)
769,907
14.65
Forfeited
( 203,249 )
6.93
Non-vested grants at December 31, 2022
3,697,133
7.40
75,126
Granted (1)
450,125
21.54
Vested (2)
( 1,291,330 )
5.02
Forfeited
( 145,584 )
6.86
Non-vested grants at December 31, 2023
2,710,344
10.91
57,405
(1) Restricted units granted have certain minimum-value guarantees per unit, regardless of whether or not the awards vest .
(2) During the year ended December 31, 2023, we issued 860,060 unrestricted common units to the LTIP participants. The remaining vested units were settled in cash to satisfy our tax withholding obligations.
For the years ended December 31, 2023, 2022 and 2021, our LTIP expense for grants of restricted units was $ 10.4 million, $ 9.4 million and $ 5.4 million, respectively. The total obligation associated with LTIP grants of restricted units as of December 31, 2023 and 2022 was $ 19.5 million and $ 16.0 million, respectively, and is included in the partners' capital Limited partners-common unitholders line item in our consolidated balance sheets. As of December 31, 2023, there was $ 10.0 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 1.4 years.
On January 24, 2024, the Compensation Committee authorized additional grants of 440,470 restricted units, of which 425,470 units were granted. These restricted units have certain minimum-value guarantees, regardless of whether or not the awards vest.
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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, 2021
760,630
$
22.04
$
3,408
Granted
46,638
9.45
Settled (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
Granted
118,737
20.46
Settled (1)
( 49,331 )
20.27
Phantom units outstanding as of December 31, 2023
811,946
20.44
17,197
(1) During the years ended December 31, 2023 and 2021, we purchased 27,576 ARLP common units and 102,962 ARLP common units on the open market to settle the accounts of participants 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 $ 2.4 million, $ 1.4 million and $ 0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 16.6 million and $ 15.1 million, respectively, and is included in the partners' capital Limited partners-common unitholders line item in our consolidated balance sheets.
17. SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended December 31,
2023
2022
2021
(in thousands)
Cash Paid For:
Interest
$
37,126
$
34,844
$
36,402
Income taxes
$
13,615
$
23,794
$
11
Non-Cash Activity:
Accounts payable for purchase of property, plant and equipment
$
14,586
$
44,281
$
8,325
Right-of-use assets acquired by operating lease
$
2,596
$
1,315
$
189
Market value of common units distributed under deferred compensation plans before tax withholding requirements
$
28,906
$
—
$
1,082
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18. ASSET RETIREMENT OBLIGATIONS
The following table presents the activity affecting the asset retirement and mine closing liability:
Year Ended December 31,
2023
2022
(in thousands)
Beginning balance
$
149,813
$
131,099
Accretion expense
4,433
3,731
Payments
( 2,317 )
( 2,445 )
Allocation of liability associated with mine development and change in assumptions
( 1,486 )
17,428
Ending balance
$
150,443
$
149,813
For the year ended December 31, 2023, the allocation of liability associated with mine development and change in assumptions decreased by $ 1.5 million. The decrease was largely attributable to lower cost assumptions.
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.
The impact of discounting our estimated cash flows resulted in reducing the accrual for asset retirement obligations by $ 116.2 million and $ 110.4 million at December 31, 2023 and 2022, respectively. Estimated payments of asset retirement obligations as of December 31, 2023 are as follows:
Year Ended
December 31,
(in thousands)
2024
$
3,518
2025
5,557
2026
4,063
2027
7,038
2028
4,291
Thereafter
242,134
Aggregate undiscounted asset retirement obligations
266,601
Less: effect of discounting
( 116,158 )
Total asset retirement obligations
150,443
Less: current portion
( 3,518 )
Non-current asset retirement obligations
$
146,925
As of December 31, 2023 and 2022, we had approximately $ 173.5 million and $ 174.3 million, respectively, in surety bonds outstanding to secure the performance of our reclamation obligations.
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19. 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,
2023
2022
Beginning balance
$
49,452
$
53,448
Changes in accruals
12,155
7,384
Payments
( 14,438 )
( 12,708 )
Interest accretion
2,202
1,147
Valuation loss (gain)
( 1,396 )
181
Ending balance
$
47,975
$
49,452
The discount rate used to calculate the estimated present value of future obligations for workers' compensation was 4.66 % and 4.87 % at December 31, 2023 and 2022, respectively.
The valuation gain in 2023 was primarily attributable to a favorable change in claims development partially offset by a decrease in the discount rate used to calculate the estimated present value of the future obligations. 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.
As of December 31, 2023 and 2022, we had $ 99.4 million and $ 99.8 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, 2023 and 2022 were $ 4.1 million. 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,
2023
2022
(in thousands)
Benefit obligations at beginning of year
$
104,287
$
111,316
Service cost
2,698
3,798
Interest cost
4,951
2,991
Actuarial loss (gain)
25,615
( 9,840 )
Benefits and expenses paid
( 5,107 )
( 3,978 )
Benefit obligations at end of year
$
132,444
$
104,287
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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,
2023
2022
2021
(in thousands)
Net actuarial gain (loss)
$
( 25,615 )
$
9,840
$
( 161 )
Reversal of amortization item:
Net actuarial loss
1,382
1,038
4,172
Total recognized in accumulated other comprehensive loss
$
( 24,233 )
$
10,878
$
4,011
The discount rate used to calculate the estimated present value of future obligations for pneumoconiosis benefits was 4.81 %, 5.0 % and 2.73 % at December 31, 2023, 2022 and 2021, respectively.
Year Ended December 31,
2023
2022
2021
(in thousands)
Amount recognized in accumulated other comprehensive loss consists of:
Net actuarial loss
$
49,745
$
25,510
$
36,388
The actuarial loss component of the change in benefit obligations in 2023 was primarily attributable to a) unfavorable changes in the discount rate, b) unfavorable demographics in the at-risk population, c) unfavorable black lung claims experience, d) unfavorable assumption changes regarding future average medical benefits, and e) unfavorable assumption changes related to Federal and State benefit levels. 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.
Summarized below is information about the amounts recognized in the accompanying consolidated balance sheets for pneumoconiosis and workers' compensation benefits:
December 31,
2023
2022
(in thousands)
Workers' compensation claims
$
47,975
$
49,452
Pneumoconiosis benefit claims
132,444
104,287
Total obligations
180,419
153,739
Less current portion
( 15,913 )
( 14,099 )
Non-current obligations
$
164,506
$
139,640
Both the pneumoconiosis benefit and workers' compensation obligations were unfunded at December 31, 2023 and 2022.
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The pneumoconiosis benefit and workers' compensation expense consists of the following components:
Year Ended December 31,
2023
2022
2021
(in thousands)
Black lung benefits:
Service cost
$
2,698
$
3,798
$
4,021
Interest cost (1)
4,951
2,991
2,545
Net amortization (1)
1,382
1,038
4,172
Total pneumoconiosis expense
9,031
7,827
10,738
Workers' compensation expense
15,152
11,675
8,339
Net periodic benefit cost
$
24,183
$
19,502
$
19,077
________________________________________
(1) Interest cost and net amortization is included in the Other income line item within our consolidated statements of income .
20. 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
2014
2014
2014
2015
(in thousands)
As of January 1, 2021
$
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
Payments
3,000
3,597
—
2,521
2,131
11,249
Recoupment
( 3,000 )
( 4,258 )
—
—
—
( 7,258 )
Unrecoupable
—
—
—
—
—
—
As of December 31, 2023
$
1,500
$
21,431
$
—
$
22,693
$
18,975
$
64,599
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 $ 12.1 million, $ 12.3 million and $ 5.8 million in earned royalties in 2023, 2022 and 2021 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.
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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.
21. 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 20 – Related-Party Transactions.
Contractual Commitments
In connection with planned capital projects, we have contractual commitments of approximately $ 201.9 million at December 31, 2023. As of December 31, 2023, we had $ 22.3 million in commitments to purchase coal from external production sources in 2024 and thereafter.
General Litigation
Certain of our subsidiaries are party to litigation in which the plaintiffs allege violations of the Fair Labor Standards Act and state law due to alleged failure to compensate for time "donning" and "doffing" equipment and to account for certain bonuses in the calculation of overtime rates and pay. The plaintiffs seek class and collective action certification, which we oppose, and the courts have not yet made definitive final rulings on those issues. We believe our ultimate exposure, if any, will not be material to our results of operations or financial position; however, if our current belief as to the merit of the claims is not upheld, 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, such matters could have a material adverse effect on our business and operations.
Other
Effective October 1, 2023, we renewed our property and casualty insurance program through September 30, 2024. 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 retained a 7.25 % participating interest in our current commercial property insurance program. 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.
22. 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, 2023, 2022 and 2021, export tons represented approximately 15.7 %, 12.5 % and 12.5 % of tons sold, respectively.
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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, 2023, 2022 and 2021.
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
2023
2022
2021
(in thousands)
Customer A
Illinois Basin/Appalachia
$
332,500
$
—
$
—
Customer B
Illinois Basin
253,573
260,146
—
Customer C
Illinois Basin
—
328,406
239,482
Customer D
Illinois Basin/Appalachia
—
228,480
—
Trade accounts receivable from major customers totaled approximately $ 54.3 million and $ 63.6 million at December 31, 2023 and 2022, 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 and B expire in 2025 and 2029, respectively.
23. 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 ") 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 Alliance Minerals' through its consolidated subsidiaries as well as equity interests held in AllDale III (Note 12 – Equity Investments).
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
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Coal Operations reportable segments or (b) located near our operations and external mining operations. Approximately 60 % of the coal sold by our coal operations' mines was 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, Infinitum, NGP ET IV and Ascend (see Note 12 – Equity Investments), Wildcat Insurance, which assists the ARLP Partnership with its insurance requirements, AROP Funding and Alliance Finance (both discussed in Note 6 – 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, 2023
Revenues - Outside (1)
$
1,481,556
$
883,334
$
141,525
$
42
$
60,244
$
2,566,701
Revenues - Intercompany
—
—
—
65,572
( 65,572 )
—
Total revenues (1)
1,481,556
883,334
141,525
65,614
( 5,328 )
2,566,701
Segment Adjusted EBITDA Expense (2)
861,288
516,471
16,532
24,451
( 14,024 )
1,404,718
Segment Adjusted EBITDA (3)
514,118
330,723
121,508
41,163
4,661
1,012,173
Total assets
966,102
488,427
781,184
315,592
237,121
2,788,426
Capital expenditures (4)
257,885
116,217
—
400
4,836
379,338
Year Ended December 31, 2022
Revenues - Outside (1)
$
1,296,305
$
928,087
$
154,897
$
56
$
40,622
$
2,419,967
Revenues - Intercompany
—
—
—
60,624
( 60,624 )
—
Total revenues (1)
1,296,305
928,087
154,897
60,680
( 20,002 )
2,419,967
Segment Adjusted EBITDA Expense (2)
806,080
464,029
15,395
21,871
( 23,497 )
1,283,878
Segment Adjusted EBITDA (3)
420,684
426,402
143,179
38,809
3,495
1,032,569
Total assets
779,018
431,913
778,465
321,587
417,038
2,728,021
Capital expenditures (4)
158,624
76,603
—
38,276
12,891
286,394
Year Ended December 31, 2021
Revenues - Outside (1)
$
919,597
$
545,539
$
86,439
$
69
$
27,586
$
1,579,230
Revenues - Intercompany
—
—
—
51,402
( 51,402 )
—
Total revenues (1)
919,597
545,539
86,439
51,471
( 23,816 )
1,579,230
Segment Adjusted EBITDA Expense (2)
613,303
344,332
11,051
18,269
( 33,198 )
953,757
Segment Adjusted EBITDA (3)
265,292
172,601
76,920
33,202
9,383
557,398
Total assets
676,091
420,144
698,702
285,943
146,601
2,227,481
Capital expenditures (4)
60,166
47,577
—
45
15,196
122,984
(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,
2023
2022
2021
(in thousands)
Operating expenses (excluding depreciation, depletion and amortization)
$
1,368,787
$
1,288,082
$
944,419
Outside coal purchases
36,149
151
6,372
Other expense (income)
( 218 )
( 4,355 )
2,966
Segment Adjusted EBITDA Expense
$
1,404,718
$
1,283,878
$
953,757
(3) Segment Adjusted EBITDA is defined as net income attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization and general and administrative expense. 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 , the most comparable GAAP financial measure, is reconciled to consolidated Segment Adjusted EBITDA:
Year Ended December 31,
2023
2022
2021
(in thousands)
Net income
$
636,170
$
588,158
$
183,369
Noncontrolling interest
( 6,052 )
( 1,958 )
( 598 )
Net income attributable to ARLP
$
630,118
$
586,200
$
182,771
General and administrative
79,096
80,425
70,275
Depreciation, depletion and amortization
267,982
276,670
264,794
Interest expense, net
26,697
35,296
39,141
Income tax expense
8,280
53,978
417
Consolidated Segment Adjusted EBITDA
$
1,012,173
$
1,032,569
$
557,398
(4) Capital expenditures shown exclude $ 110.9 million, $ 92.6 million and $ 31.0 million paid for oil & gas acquisitions in 2023, 2022 and 2021, respectively. See Note 3 – Acquisitions for more information.
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SUPPLEMENTAL OIL & GAS RESERVE INFORMATION (UNAUDITED)
All periods presented in these supplemental oil & gas reserve information disclosures have been recast to reflect the JC Resources Acquisition as if we, rather than JC Resources, acquired the mineral interests in 2019. For more information with respect to the JC Resources Acquisition please see Note – 1 Organization and Presentation and Note – 3 Acquisition in our consolidated financial statements.
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,
2023
2022
2021
(in thousands)
Acquisition costs of properties
Proved
$
21,943
$
44,986
$
12,542
Unproved
16,741
47,785
18,418
Total
$
38,684
$
92,771
$
30,960
Property acquisition costs for 2023 primarily include the Skyland Acquisition and other ground game acquisitions. 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,
2023
2022
2021
(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
$
438,378
$
14,950
$
388,358
$
11,965
$
318,250
$
9,138
Unproved properties
414,972
13,295
426,309
16,193
403,645
19,216
Total
853,350
28,245
814,667
28,158
721,895
28,354
Less accumulated depreciation, depletion and amortization
(144,561)
(5,183)
(117,982)
(3,912)
(85,038)
(3,015)
Oil & gas properties, net
$
708,789
$
23,062
$
696,685
$
24,246
$
636,857
$
25,339
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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,
2023
2022
2021
(in thousands)
Consolidated activities
Oil & gas royalties
$
137,751
$
151,060
$
84,183
Other revenues
3,774
3,837
2,256
Production costs and severance taxes
(13,423)
(13,200)
(8,511)
Depreciation, depletion and amortization
(36,865)
(30,034)
(25,684)
Income tax expense
(14,568)
(54,842)
—
Total results of oil & gas activities
$
76,669
$
56,821
$
52,244
Our share of an equity method investee
Oil & gas royalties
$
4,719
$
7,292
$
3,788
Other revenues
102
37
66
Production costs and severance taxes
(638)
(916)
(472)
Depreciation, depletion and amortization
(1,142)
(897)
(787)
Total results of oil & gas activities
$
3,041
$
5,516
$
2,595
Oil & Gas Reserves
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, 2021
7,517
34,055
3,340
16,533
Purchases of minerals in place
287
2,149
332
977
Revisions of previous estimates
(404)
132
177
(205)
Extensions and discoveries
677
621
387
1,168
Production
(898)
(3,460)
(402)
(1,877)
As of December 31, 2021 (1)
7,179
33,497
3,834
16,596
Purchases of minerals in place
859
3,619
497
1,960
Revisions of previous estimates
(24)
4,686
668
1,425
Extensions and discoveries
2,060
8,334
1,018
4,466
Production
(1,061)
(4,814)
(541)
(2,404)
As of December 31, 2022 (1)
9,013
45,322
5,476
22,043
Purchases of minerals in place
361
2,421
142
907
Revisions of previous estimates
(175)
2,177
559
748
Extensions and discoveries
1,252
4,460
654
2,649
Production
(1,418)
(5,759)
(726)
(3,105)
As of December 31, 2023 (1)
9,033
48,621
6,105
23,242
(1) Proved reserves of approximately 1,780 MBOE, 1,736 MBOE and 1,285 MBOE were attributable to noncontrolling interests, as of December 31, 2023, 2022 and 2021, 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, 2021
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
Sales of minerals in place
—
—
—
—
Revisions of previous estimates
(46)
74
(23)
(57)
Extensions and discoveries
61
770
59
248
Production
(44)
(402)
—
(110)
As of December 31, 2023
320
2,902
248
1,052
Total consolidated and equity interests in reserves at December 31, 2023
9,353
51,523
6,353
24,294
Net proved developed reserves as of December 31, 2021
6,016
31,211
3,369
14,587
Net proved developed reserves as of December 31, 2022
7,551
41,173
4,806
19,219
Net proved developed reserves as of December 31, 2023
7,754
45,684
5,485
20,854
Net proved undeveloped reserves as of December 31, 2021
1,488
4,672
643
2,908
Net proved undeveloped reserves as of December 31, 2022
1,811
6,609
882
3,795
Net proved undeveloped reserves as of December 31, 2023
1,599
5,839
868
3,440
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, 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 1,358 MBOE occurred primarily from the completion of 906 new wells on our acreage and from the addition of 498 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, 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 4,598 MBOE occurred primarily from the completion of 1,212 new wells on our acreage and from the addition of 878 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, 2023, 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 2023, a net addition of 2,897 MBOE occurred primarily from the completion of 2,117 new wells on our acreage and from the addition of 548 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
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 years ended December 31, 2023, 2022 and 2021. 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,
2023
2022
2021
(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
$
914,461
$
34,986
$
1,275,564
$
52,636
$
636,933
$
31,636
Future production costs and severance taxes
(69,507)
(2,548)
(97,158)
(4,287)
(48,013)
(2,484)
Future income tax expense (1)
(194,339)
—
(255,504)
—
—
—
Future net cash flows (undiscounted)
650,615
32,438
922,902
48,349
588,920
29,152
Annual discount 10% for estimated timing
(315,327)
(14,852)
(466,245)
(23,904)
(289,037)
(13,980)
Total standardized measure (2)
$
335,288
$
17,586
$
456,657
$
24,445
$
299,883
$
15,172
(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 7 – Income Tax in our consolidated financial statements for more information.
(2) Includes standardized discounted future net cash flows of approximately $31.6 million, $45.3 million and $17.9 million attributable to noncontrolling interests in the ARLP Partnership's consolidated subsidiaries as of December 31, 2023, 2022 and 2021, 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,
2023
2022
2021
Oil (per Bbl)
$
77.61
$
92.5
$
63.57
Natural gas (per Mcf)
1.55
5.43
2.98
NGLs (per Bbl)
22.63
35.87
21.13
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,
2023
2022
2021
(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
$
456,657
$
24,445
$
299,883
$
15,172
$
165,483
$
7,764
Purchases and sales of reserves in place, less related costs
17,519
—
55,812
(265)
15,358
(264)
Sales, net of production costs
(124,328)
(4,081)
(137,860)
(6,376)
(75,672)
(3,316)
Net changes due to extensions and discoveries
60,628
3,582
149,721
5,139
37,395
3,613
Net changes in prices and production costs
(185,935)
(7,960)
211,222
8,386
132,427
6,753
Revisions of previous quantity estimates
15,479
(686)
21,457
344
9,252
(871)
Net changes in income taxes (1)
36,699
—
(138,047)
—
—
—
Accretion of discount
39,912
1,839
23,283
1,086
12,933
545
Changes in timing and other
18,657
447
(28,814)
959
2,707
948
Net increase (decrease) in standardized measures
(121,369)
(6,859)
156,774
9,273
134,400
7,408
Standardized measure, end of year
$
335,288
$
17,586
$
456,657
$
24,445
$
299,883
$
15,172
(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 7 – Income Tax in our consolidated financial statements for more information.
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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ALLIANCE RESOURCE PARTNERS, L.P.
CONDENSED BALANCE SHEETS (PARENT)
DECEMBER 31, 2023 AND 2022
(In thousands, except unit data)
December 31,
2023
2022*
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
2,043
$
2,174
Total current assets
2,043
2,174
OTHER ASSETS:
Investments in consolidated subsidiaries
1,894,158
1,720,499
Total other assets
1,894,158
1,720,499
TOTAL ASSETS
$
1,896,201
$
1,722,673
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accrued taxes other than income taxes
$
174
$
100
Total current liabilities
174
100
Total liabilities
174
100
PARTNERS' CAPITAL:
Limited Partners - Common Unitholders 127,125,437 and 127,195,219 units outstanding, respectively
1,896,027
1,656,025
General Partner's interest
—
66,548
Total Partners' Capital
1,896,027
1,722,573
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
1,896,201
$
1,722,673
* Recast as discussed in "Item 8. Financial Statements and Supplementary Data—Note 1 – Organization and Presentation" of this Annual Report on Form 10-K.
See accompanying notes.
CONDENSED STATEMENTS OF OPERATIONS (PARENT)
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(In thousands, except unit and per unit data)
Year Ended December 31,
2023
2022*
2021*
EXPENSES:
General and administrative
$
151
$
—
$
—
Total operating expenses
151
—
—
LOSS FROM OPERATIONS
( 151 )
—
—
Interest income
57
—
—
Equity in earnings of consolidated subsidiaries
630,212
586,200
182,771
NET INCOME ATTRIBUTABLE TO ARLP
$
630,118
$
586,200
$
182,771
NET INCOME ATTRIBUTABLE TO ARLP
GENERAL PARTNER
$
1,384
$
9,010
$
4,614
LIMITED PARTNERS
$
628,734
$
577,190
$
178,157
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
4.81
$
4.39
$
1.36
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
127,180,312
127,195,219
127,195,219
* Recast as discussed in "Item 8. Financial Statements and Supplementary Data—Note 1 – Organization and Presentation" of this Annual Report on Form 10-K.
See accompanying notes.
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CONDENSED STATEMENTS OF CASH FLOWS (PARENT)
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(In thousands)
Year Ended December 31,
2023
2022*
2021*
CASH FLOWS FROM OPERATING ACTIVITIES:
$
364,448
$
196,348
$
52,157
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to Partners
( 364,579 )
( 196,347 )
( 52,158 )
Net cash used in financing activities
( 364,579 )
( 196,347 )
( 52,158 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
( 131 )
1
( 1 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
2,174
2,173
2,174
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
2,043
$
2,174
$
2,173
* Recast as discussed in "Item 8. Financial Statements and Supplementary Data—Note 1 – Organization and Presentation" of this Annual Report on Form 10-K.
See accompanying notes.
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 have been recast as a result of the JC Resources Acquisition as discussed in "Item 8. Financial Statements and Supplementary Data—Note 1 – Organization and Presentation" of this Annual Report on Form 10-K. 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 Alliance Coal and the Intermediate Partnership, ARLP is a guarantor of the Credit Facility and the Senior Notes discussed in "Item 8. Financial Statements and Supplementary Data—Note 6 – 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, 2023 is approximately $ 75.1 million. 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 $ 364.6 million, $ 196.3 million and $ 52.2 million from our consolidated subsidiaries during the years ended December 31, 2023, 2022, and 2021, respectively.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.