Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
June 30,
December 31,
2024
2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
203,703
$
59,813
Trade receivables
226,436
282,622
Other receivables
9,677
9,678
Inventories, net
196,225
127,556
Advance royalties
6,173
7,780
Digital assets
28,335
9,579
Prepaid expenses and other assets
14,492
19,093
Total current assets
685,041
516,121
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost
4,350,389
4,172,544
Less accumulated depreciation, depletion and amortization
( 2,240,277 )
( 2,149,881 )
Total property, plant and equipment, net
2,110,112
2,022,663
OTHER ASSETS:
Advance royalties
77,518
71,125
Equity method investments
45,088
46,503
Equity securities
92,541
92,541
Operating lease right-of-use assets
16,694
16,569
Other long-term assets
25,952
22,904
Total other assets
257,793
249,642
TOTAL ASSETS
$
3,052,946
$
2,788,426
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
$
131,547
$
108,269
Accrued taxes other than income taxes
22,291
21,007
Accrued payroll and related expenses
31,569
29,884
Accrued interest
1,821
3,558
Workers' compensation and pneumoconiosis benefits
15,856
15,913
Other current liabilities
46,061
28,498
Current maturities, long-term debt, net
22,029
20,338
Total current liabilities
271,174
227,467
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
461,995
316,821
Pneumoconiosis benefits
130,187
127,249
Accrued pension benefit
7,620
8,618
Workers' compensation
36,532
37,257
Asset retirement obligations
148,284
146,925
Long-term operating lease obligations
14,107
13,661
Deferred income tax liabilities
32,758
33,450
Other liabilities
16,171
18,381
Total long-term liabilities
847,654
702,362
Total liabilities
1,118,828
929,829
COMMITMENTS AND CONTINGENCIES - (NOTE 4)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 128,061,981 and 127,125,437 units outstanding, respectively
1,970,759
1,896,027
Accumulated other comprehensive loss
( 59,645 )
( 61,525 )
Total ARLP Partners' Capital
1,911,114
1,834,502
Noncontrolling interest
23,004
24,095
Total Partners' Capital
1,934,118
1,858,597
TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
3,052,946
$
2,788,426
See notes to condensed consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except unit and per unit data)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
SALES AND OPERATING REVENUES:
Coal sales
$
512,659
$
560,331
$
1,074,538
$
1,139,115
Oil & gas royalties
36,429
33,087
73,459
67,584
Transportation revenues
26,701
30,527
57,454
60,765
Other revenues
17,561
17,891
39,596
37,294
Total revenues
593,350
641,836
1,245,047
1,304,758
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
351,605
334,402
715,464
673,125
Transportation expenses
26,701
30,527
57,454
60,765
Outside coal purchases
10,608
4,209
19,720
4,209
General and administrative
20,562
20,130
42,691
41,215
Depreciation, depletion and amortization
66,454
68,639
132,003
134,189
Total operating expenses
475,930
457,907
967,332
913,503
INCOME FROM OPERATIONS
117,420
183,929
277,715
391,255
Interest expense (net of interest capitalized for the three and six months ended June 30, 2024 and 2023 of $ 2,786 , $ 1,216 , $ 5,084 and $ 2,623 , respectively)
( 9,277 )
( 9,433 )
( 17,026 )
( 22,109 )
Interest income
2,084
2,625
3,360
5,415
Equity method investment loss
( 152 )
( 1,994 )
( 705 )
( 1,942 )
Change in fair value of digital assets
( 3,748 )
—
8,105
—
Other income (expense)
( 958 )
177
( 1,564 )
( 396 )
INCOME BEFORE INCOME TAXES
105,369
175,304
269,885
372,223
INCOME TAX EXPENSE
3,860
3,999
8,809
8,240
NET INCOME
101,509
171,305
261,076
363,983
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
( 1,322 )
( 1,515 )
( 2,832 )
( 3,008 )
NET INCOME ATTRIBUTABLE TO ARLP
$
100,187
$
169,790
$
258,244
$
360,975
NET INCOME ATTRIBUTABLE TO ARLP
GENERAL PARTNER
$
—
$
—
$
—
$
1,384
LIMITED PARTNERS
$
100,187
$
169,790
$
258,244
$
359,591
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
$
0.77
$
1.30
$
1.98
$
2.75
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
128,061,981
127,183,439
127,866,439
127,236,097
See notes to condensed consolidated financial statements .
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
NET INCOME
$
101,509
$
171,305
$
261,076
$
363,983
OTHER COMPREHENSIVE INCOME:
Defined benefit pension plan
Amortization of prior service cost (1)
46
46
93
93
Amortization of net actuarial loss (1)
72
171
109
344
Total defined benefit pension plan adjustments
118
217
202
437
Pneumoconiosis benefits
Amortization of net actuarial loss (1)
839
346
1,678
691
Total pneumoconiosis benefits adjustments
839
346
1,678
691
OTHER COMPREHENSIVE INCOME
957
563
1,880
1,128
COMPREHENSIVE INCOME
102,466
171,868
262,956
365,111
Less: Comprehensive income attributable to noncontrolling interest
( 1,322 )
( 1,515 )
( 2,832 )
( 3,008 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP
$
101,144
$
170,353
$
260,124
$
362,103
(1) Amortization of prior service cost and net actuarial loss is included in the computation of net periodic benefit cost (credit) (see Notes 15 and 17 for additional details).
See notes to condensed consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES
$
425,439
$
500,720
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
( 225,288 )
( 185,017 )
Change in accounts payable and accrued liabilities
4,944
( 25,630 )
Proceeds from sale of property, plant and equipment
969
2,468
Contributions to equity method investments
( 1,290 )
( 1,334 )
JC Resources acquisition
—
( 64,999 )
Oil & gas reserve asset acquisitions
( 4,720 )
( 3,935 )
Other
2,392
4,136
Net cash used in investing activities
( 222,993 )
( 274,311 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
75,000
—
Payments under securitization facility
( 75,000 )
—
Proceeds from equipment financings
54,626
—
Payments on equipment financings
( 5,935 )
( 7,565 )
Borrowings under revolving credit facilities
20,000
—
Payments under revolving credit facilities
( 20,000 )
—
Borrowing under long-term debt
400,000
75,000
Payments on long-term debt
( 292,811 )
( 65,474 )
Payment of debt issuance costs
( 11,379 )
( 11,744 )
Payments for purchases of units under unit repurchase program
—
( 19,432 )
Payments for tax withholdings related to settlements under deferred compensation plans
( 13,292 )
( 10,334 )
Excess purchase price over the contributed basis from JC Resources acquisition
—
( 7,251 )
Cash retained by JC Resources in acquisition
—
( 2,933 )
Distributions paid to Partners
( 181,982 )
( 182,868 )
Other
( 7,783 )
( 4,932 )
Net cash used in financing activities
( 58,556 )
( 237,533 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
143,890
( 11,124 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
59,813
296,023
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
203,703
$
284,899
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
21,025
$
20,242
Cash paid for income taxes
$
11,309
$
5,760
SUPPLEMENTAL NON-CASH ACTIVITY:
Accounts payable for purchase of property, plant and equipment
$
19,530
$
18,651
Right-of-use assets acquired by operating lease
$
716
$
2,280
Market value of common units issued under deferred compensation plans before tax withholding requirements
$
32,566
$
28,906
See notes to condensed consolidated financial statements.
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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND PRESENTATION
Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements
● References to "we," "us," "our" or "ARLP Partnership" mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries.
● References to "ARLP" mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis.
● References to "MGP" mean Alliance Resource Management GP, LLC, ARLP's general partner.
● References to "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, and its subsidiaries. We are managed by our general partner, MGP, a Delaware limited liability company which holds a non-economic general partner interest in ARLP.
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present our financial position as of June 30, 2024 and December 31, 2023, the results of our operations and comprehensive income for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. All intercompany transactions and accounts have been eliminated. Certain immaterial amounts in the prior period have been reclassified to conform to the current period presentation.
These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all the information normally included with financial statements prepared in accordance with generally accepted accounting principles ("GAAP") of the United States. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2024.
Use of Estimates
The preparation of the ARLP Partnership's condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements. Actual results could differ from those estimates.
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Digital Assets
We began our crypto-mining activities during the second half of 2020 as we started mining bitcoin as a pilot project to monetize already paid for, yet underutilized, electricity load. We continue to periodically be awarded digital assets through our crypto-mining activities. The awards are accounted for as revenue and valued at the exchange quoted price at the time they are awarded. Beginning January 1, 2024, with our adoption of the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60) ("ASU 2023-08"), the digital assets we hold are subsequently remeasured to fair value based on the exchange quoted price as of the balance sheet date and included on our condensed consolidated balance sheets within the Digital assets line item. The activity from remeasurement of digital assets to fair value is reflected in our condensed consolidated statements of income within the Change in fair value of digital assets line item. Digital assets sold for cash nearly immediately after they are awarded to us for mining activities are presented as cash flows from operating activities, while other sales are reflected as cash flows from investing activities in our condensed consolidated statements of cash flows. Our realized gains or losses are determined as the difference between the proceeds received when the digital assets are sold and our cost basis in the digital assets. Our cost basis is the value of the digital assets when they are awarded less any impairment recognized prior to our adoption of ASU 2023-08. We use a first-in, first-out methodology to assign costs to our digital assets in the calculation of our realized gains or losses. See Note 6 – Digital Assets for additional information.
2. NEW ACCOUNTING STANDARDS
New Accounting Standards Issued and Adopted
In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60) ("ASU 2023-08"), which requires an entity to measure certain digital assets at fair value with changes in the fair value recognized in net income. In addition, the guidance requires additional disclosures related to digital assets once adopted. We adopted ASU 2023-08, effective January 1, 2024, which resulted in a cumulative-effect adjustment to increase the opening balance of Partners' Capital of $ 6.2 million. See Note 6 – Digital Assets for more information on our digital assets.
New Accounting Standards Issued and Not Yet Adopted
In November 2023, the FASB issued 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 (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
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. On February 19, 2024, we renewed this agreement for an additional one-year term, committing up to $ 25.0 million. 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,
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and is paid a periodic management fee. During the six months ended June 30, 2024, we purchased $ 0.6 million and $ 1.9 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.
Miscellaneous Acquisitions
In addition to the acquisitions under the collaborative agreement discussed above, we purchased $ 0.6 million and $ 1.6 million of oil & gas mineral interests in proved and unproved properties, respectively, during the six months ended June 30, 2024.
4. CONTINGENCIES
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. In April 2024, we entered into a settlement agreement with the plaintiffs pursuant to which we agreed to settle such litigation for $ 15.3 million. As a result of reaching this settlement, which is subject to court approval, we have accrued $ 15.3 million as of June 30, 2024. Our $ 15.3 million accrual is included in the Other current liabilities line item on our condensed consolidated balance sheet.
We also have various other lawsuits, claims and regulatory proceedings incidental to our business that are pending against the ARLP Partnership. We record an accrual for a potential loss related to these matters when, in management's opinion, such loss is probable and reasonably estimable. Based on known facts and circumstances, we believe the ultimate outcome of these outstanding lawsuits, claims and regulatory proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity. However, if the results of these matters are different from management's current expectations and in amounts greater than our accruals (if any), such matters could have a material adverse effect on our business and operations.
5. INVENTORIES
Inventories consist of the following:
June 30,
December 31,
2024
2023
(in thousands)
Coal
$
118,171
$
56,549
Finished goods (net of reserve for obsolescence of $ 784 and $ 728 , respectively)
4,109
3,908
Work in process
708
791
Raw materials
2,107
2,144
125,095
63,392
Supplies (net of reserve for obsolescence of $ 7,758 and $ 7,439 , respectively)
71,130
64,164
Total inventories, net
$
196,225
$
127,556
During the six months ended June 30, 2024, we recorded lower of cost or net realizable value adjustments of $ 16.9 million to our coal inventories. These adjustments are a result of lower coal sale prices and higher cost per ton primarily due to lower production at the Mettiki mining complex and ongoing development activities at the Henderson County mine at our River View Coal, LLC ("River View") mining complex.
Certain of our subsidiaries, primarily consisting of Matrix Design Group, LLC, its subsidiaries, and Alliance Design Group, LLC (collectively referred to as "Matrix Group"), manufacture a variety of products for our mining operations and third parties. These products are primarily consumed internally by our mining operations with associated inventory historically presented as supplies inventory. Recently Matrix Group has been increasing its production of products with the intention to increase third-party sales. We have therefore presented our manufactured goods inventories in the table above separately from our historical presentation of supplies inventory.
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6. DIGITAL ASSETS
The following table sets forth our digital assets as shown on the condensed consolidated balance sheet:
June 30, 2024
Units
Cost Basis
Fair Value
Digital assets:
(in thousands, except unit data)
Bitcoin
452 .05
$
15,071
$
28,335
Total
$
15,071
$
28,335
The following table represents a reconciliation of the fair values of our digital assets:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2024
Digital assets:
(in thousands)
Beginning balance
$
30,325
$
15,811
Additions
2,535
6,139
Dispositions
( 777 )
( 1,720 )
Fair value gains (losses)
( 3,748 )
8,105
Ending balance
$
28,335
$
28,335
As discussed in Note 2 – New Accounting Standards, our beginning balance is inclusive of a cumulative-effect adjustment of $ 6.2 million as of January 1, 2024. Additions are the result of awarded digital assets received from our crypto-mining activities, while dispositions are the result of sales and payments for services. During the three and six months ended June 30, 2024, we had digital asset dispositions of $ 0.8 million and $ 1.7 million, respectively, inclusive of realized gains of $ 0.5 million and $ 1.1 million, respectively.
7. FAIR VALUE MEASUREMENTS
The following table summarizes certain fair value measurements within the hierarchy not included elsewhere in these notes:
Fair Value
Carrying Value
Level 1
Level 2
Level 3
(in thousands)
June 30, 2024
Recorded on a recurring basis:
Digital assets (1)
$
28,335
$
28,335
$
—
$
—
Additional disclosures:
Long-term debt
$
503,465
$
—
$
527,126
$
—
December 31, 2023
Additional disclosures:
Long-term debt
$
347,584
$
—
$
347,116
$
—
(1) As discussed in Note 2 – New Accounting Standards, we adopted ASU 2023-08 effective January 1, 2024. Prior to our adoption, our digital assets were not recorded at fair value on a recurring basis.
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 fair value of our digital assets are based on an exchange quoted price. See Note 6 – Digital Assets for more information on our digital assets.
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The estimated fair value of our long-term debt, including current maturities, is based on interest rates that we believe are currently available to us in active markets for issuance of debt with similar terms and remaining maturities. See Note 8 – Long-Term Debt for additional information on our long-term debt.
8. LONG-TERM DEBT
Long-term debt consists of the following:
Unamortized Discount and
Principal
Debt Issuance Costs
June 30,
December 31,
June 30,
December 31,
2024
2023
2024
2023
(in thousands)
Revolving credit facility
$
—
$
—
$
( 8,344 )
$
( 8,118 )
Term loan
52,734
60,938
( 1,473 )
( 1,416 )
8.625 % Senior notes due 2029
400,000
—
( 9,624 )
—
7.5 % Senior notes due 2025
—
284,607
—
( 891 )
Securitization facility
—
—
—
—
June 2020 equipment financing
—
2,039
—
—
February 2024 equipment financing
50,731
—
—
—
503,465
347,584
( 19,441 )
( 10,425 )
Less current maturities
( 26,411 )
( 20,789 )
4,382
451
Total long-term debt
$
477,054
$
326,795
$
( 15,059 )
$
( 9,974 )
Credit Facility
On January 13, 2023, Alliance Coal, as borrower, entered into a Credit Agreement with various financial institutions which was amended on June 12, 2024 (the "Credit Agreement"). 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 the Credit Facility (the "Revolving Credit Facility"), and for a term loan in an aggregate principal amount of $ 75 million (the "Term Loan"). The Revolving Credit Facility also includes an incremental facility providing for an increase of $ 100.0 million at our option subject to lenders agreeing to participate in such incremental facility. The Credit Agreement matures on March 9, 2028, 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. Interest is payable quarterly, with principal on the Term Loan due in quarterly installments equal to 6.25 % of the outstanding balance of the Term Loan on the Credit Agreement amendment date beginning with the quarter ended June 30, 2024.
The Revolving Credit Facility is underwritten by a syndicate of several 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 June 30, 2024 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 one-month term rate, with applicable margin, which was 8.7 % as of June 30, 2024. At June 30, 2024, we had $ 41.0 million of letters
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of credit outstanding with $ 384.0 million available for borrowing under the Revolving Credit Facility. We incur an annual 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 the debt of Alliance Coal to cash flow ratio (as determined in the Credit Agreement) being more than 1.0 to 1.0 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 0.16 to 1.0 , 0.78 to 1.0 and 49.06 to 1.0 , respectively, for the trailing twelve months ended June 30, 2024. We were in compliance with the covenants of the Credit Agreement as of June 30, 2024 and anticipate remaining in compliance with the covenants.
8.625% Senior Notes due 2029
On June 12, 2024, 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 2029 (the "2029 Senior Notes") in a private placement to qualified institutional buyers. The 2029 Senior Notes have a term of five years , maturing on June 15, 2029 and accrue interest at an annual rate of 8.625 % . Interest is payable semi-annually in arrears on each June 15 and December 15. The 2029 Senior Notes are guaranteed, jointly and severally, on a senior unsecured basis by ARLP, certain of ARLP's wholly owned oil and gas and coal royalties subsidiaries and each of ARLP's subsidiaries that guarantee obligations under the Credit Agreement. The indenture governing the 2029 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.
At any time prior to June 15, 2026, the issuers may redeem up to 35 % of the aggregate principal amount of the 2029 Senior Notes at a redemption price equal to 108.625 % of the principal amount redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with an amount of cash not greater than the net proceeds from one or more equity offerings. The issuers may also redeem all or a part of the 2029 Senior Notes at any time on or after June 15, 2026, at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2026, the issuers may redeem the 2029 Senior Notes at a redemption price equal to the principal amount plus a "make-whole" premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, if prior to June 15, 2026, a Specified Minerals Disposition (as defined in the indenture governing the 2029 Senior Notes and which involves oil and gas mineral interests) occurs, the issuers will be required to make an offer to purchase up to 40 % of the aggregate principal amount of 2029 Senior Notes then outstanding at an offer price in cash in an amount equal to 108.625 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
7.5% Senior Notes due 2025
On April 24, 2017, the Intermediate Partnership and Alliance Finance (as co-issuer) issued an aggregate principal amount of $ 400.0 million of senior unsecured notes due 2025 in a private placement to qualified institutional buyers. The 7.5% Senior Notes due 2025 had a term of eight years , maturing on May 1, 2025 and accrued interest at an annual rate of 7.5 % . Interest was payable semi-annually in arrears on each May 1 and November 1. The indenture governing the Senior Notes contained 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. In June 2024, we used a portion of the net proceeds from the offering of the 2029 Senior Notes to redeem the outstanding balance of the 7.5% Senior Notes due 2025.
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Accounts Receivable Securitization
Certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership are party to a $ 90.0 million accounts receivable securitization facility ("Securitization Facility") which matures in January 2025. 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 $ 90.0 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 June 30, 2024, we had $ 11.7 million of letters of credit outstanding with $ 78.3 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.
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 contained customary terms and events of default and provided for forty-eight monthly payments with an implicit interest rate of 6.1 % . The June 2020 Equipment Financing matured on June 5, 2024 and the equipment reverted back to the Intermediate Partnership.
February 2024 Equipment Financing
On February 28, 2024, Alliance Coal entered into an equipment financing arrangement accounted for as debt, wherein Alliance Coal received $ 54.6 million in exchange for conveying its interest in certain equipment owned indirectly by Alliance Coal and entering into a master lease agreement for that equipment (the "February 2024 Equipment Financing"). The February 2024 Equipment Financing contains customary terms and events of default and provides for forty-eight monthly payments with an implicit interest rate of 8.29 % , maturing on February 28, 2028. Upon maturity, the equipment will revert to Alliance Coal.
9. INCOME TAXES
Components of income tax expense are as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Current:
Federal
$
4,506
$
3,935
$
9,224
$
8,247
State
317
272
655
573
4,823
4,207
9,879
8,820
Deferred:
Federal
( 839 )
( 190 )
( 966 )
( 521 )
State
( 124 )
( 18 )
( 104 )
( 59 )
( 963 )
( 208 )
( 1,070 )
( 580 )
Income tax expense
$
3,860
$
3,999
$
8,809
$
8,240
The effective income tax rates for our income tax expense for the three and six months ended June 30, 2024 and 2023 are less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.
Our 2020 through 2023 tax years remain open to examination by tax authorities, and certain lower-tier partnership income tax returns for the tax years ended December 31, 2020 and 2021 are being audited by the Internal Revenue Service.
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10. 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 JV, LLC ("Cavalier Minerals"), approximately 97 % of the limited partner interests in AllDale Minerals LP ("AllDale I") and AllDale Minerals II, LP ("AllDale II", and collectively with AllDale I, "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 Management, LLC ("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 variable interest entities ("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 on our condensed consolidated balance sheets. Additionally, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our condensed consolidated statements of income.
The following table presents the carrying amounts and classification of AllDale I & II's assets and liabilities included in our condensed consolidated balance sheets:
June 30,
December 31,
2024
2023
Assets (liabilities):
(in thousands)
Cash and cash equivalents
$
3,259
$
4,690
Trade receivables
18,769
16,058
Total property, plant and equipment, net
381,348
389,767
Accounts payable
( 232 )
( 175 )
Accrued taxes other than income taxes
( 467 )
( 958 )
AllDale III
AllDale Minerals III, LP ("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. 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 11 – 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 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
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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 June 30, 2024, we held approximately 16.7 % of Francis' equity.
We have concluded that Francis is a VIE that we do not consolidate. 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 11 – 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 Energy Transition, L.P. ("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 June 30, 2024, we have funded $ 7.9 million of this commitment.
We have concluded that NGP ET IV is a VIE that we do not consolidate. 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 11 – Equity Investments for more information about the accounting for our investment in NGP ET IV.
11. EQUITY INVESTMENT S
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:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Beginning balance
$
23,558
$
24,695
$
23,933
$
25,284
Equity method investment income
778
716
1,285
1,141
Distributions received
( 1,118 )
( 960 )
( 2,000 )
( 1,974 )
Ending balance
$
23,218
$
24,451
$
23,218
$
24,451
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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:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Beginning balance
$
15,390
$
20,000
$
16,487
$
20,000
Equity method investment loss
( 872 )
( 2,620 )
( 1,969 )
( 2,620 )
Ending balance
$
14,518
$
17,380
$
14,518
$
17,380
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:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Beginning balance
$
6,745
$
4,254
$
6,083
$
4,087
Contributions
665
794
1,290
1,334
Equity method investment income (loss)
( 58 )
( 90 )
( 21 )
( 463 )
Ending balance
$
7,352
$
4,958
$
7,352
$
4,958
Infinitum
During 2022, we purchased $ 42.0 million of Series D Preferred Stock ("Series D Preferred Stock") in Infinitum Electric, Inc. ("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 ("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. 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.
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. 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.
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12. PARTNERS' CAPITAL
Distributions
Distributions paid or declared during 2023 and 2024 were as follows:
Payment Date
Per Unit Cash Distribution
Total Cash Distribution
(in thousands)
February 14, 2023
$
0.70
$
91,938
May 15, 2023
0.70
90,930
August 14, 2023
0.70
90,899
November 14, 2023
0.70
90,812
Total
$
2.80
$
364,579
February 14, 2024
$
0.70
$
91,246
May 15, 2024
0.70
90,736
August 14, 2024 (1)
0.70
Total
$
2.10
$
181,982
(1) On July 26, 2024, we declared this quarterly distribution payable on August 14, 2024 to all unitholders of record as of August 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 authorizing us to be able to repurchase up to a total of $ 100.0 million of ARLP common units from that date. No units were repurchased during the six months ended June 30, 2024. During the six months ended June 30, 2023, we repurchased and retired 929,842 units at an average unit price of $ 20.90 for an aggregate purchase price of $ 19.4 million. Since inception of the unit repurchase program, we have repurchased and retired 6,390,446 units at an average unit price of $ 17.67 for an aggregate purchase price of $ 112.9 million.
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Change in Partners' Capital
The following tables present the quarterly change in Partners' Capital for the three and six months ended June 30, 2024 and 2023:
Accumulated
Number of
Limited
Other
Limited Partner
Partners'
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Income (Loss)
Interest
Capital
(in thousands, except unit data)
Balance at January 1, 2024
127,125,437
$
1,896,027
$
( 61,525 )
$
24,095
$
1,858,597
Cumulative-effect adjustment (see Note 2)
—
6,232
—
—
6,232
Comprehensive income:
Net income
—
158,057
—
1,510
159,567
Actuarially determined long-term liability adjustments
—
—
923
—
923
Total comprehensive income
—
—
—
—
160,490
Settlement of deferred compensation plans
936,544
( 13,292 )
—
—
( 13,292 )
Common unit-based compensation
—
2,604
—
—
2,604
Distributions on deferred common unit-based compensation
—
( 2,261 )
—
—
( 2,261 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,981 )
( 1,981 )
Distributions to Partners
—
( 88,985 )
—
—
( 88,985 )
Balance at March 31, 2024
128,061,981
1,958,382
( 60,602 )
23,624
1,921,404
Comprehensive income:
Net income
—
100,187
—
1,322
101,509
Actuarially determined long-term liability adjustments
—
—
957
—
957
Total comprehensive income
102,466
Common unit-based compensation
—
2,926
—
—
2,926
Distributions on deferred common unit-based compensation
—
( 1,091 )
—
—
( 1,091 )
Distributions from consolidated company to noncontrolling interest
—
—
—
( 1,942 )
( 1,942 )
Distributions to Partners
—
( 89,645 )
—
—
( 89,645 )
Balance at June 30, 2024
128,061,981
$
1,970,759
$
( 59,645 )
$
23,004
$
1,934,118
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Accumulated
Number of
Limited
General
Other
Limited Partner
Partners'
Partner's
Comprehensive
Noncontrolling
Total Partners'
Units
Capital
Capital
Income (Loss)
Interest
Capital
(in thousands, except unit data)
Balance at January 1, 2023
127,195,219
$
1,656,025
$
66,548
$
( 41,054 )
$
26,507
$
1,708,026
Comprehensive income:
Net income
—
189,801
1,384
—
1,493
192,678
Actuarially determined long-term liability adjustments
—
—
—
565
—
565
Total comprehensive income
193,243
Settlement of deferred compensation plans
860,060
( 9,320 )
—
—
—
( 9,320 )
Purchase of units under unit repurchase program
( 860,060 )
( 18,209 )
—
—
—
( 18,209 )
Common unit-based compensation
—
2,830
—
—
—
2,830
Distributions on deferred common unit-based compensation
—
( 2,901 )
—
—
—
( 2,901 )
Distributions from consolidated company to affiliate noncontrolling interest
—
—
—
—
( 2,288 )
( 2,288 )
JC Resources acquisition
( 7,251 )
( 64,999 )
( 72,250 )
Cash retained by JC Resources in acquisition
—
—
( 2,933 )
—
—
( 2,933 )
Distributions to Partners
—
( 89,037 )
—
—
—
( 89,037 )
Balance at March 31, 2023
127,195,219
1,721,938
—
( 40,489 )
25,712
1,707,161
Comprehensive income:
Net income
—
169,790
—
—
1,515
171,305
Actuarially determined long-term liability adjustments
—
—
—
563
—
563
Total comprehensive income
171,868
Settlement of deferred compensation plans
—
( 1,014 )
—
—
—
( 1,014 )
Purchase of units under unit repurchase program
( 69,782 )
( 1,223 )
—
—
—
( 1,223 )
Common unit-based compensation
—
3,121
—
—
—
3,121
Distributions on deferred common unit-based compensation
—
( 1,895 )
—
—
—
( 1,895 )
Distributions from consolidated company to noncontrolling interest
—
—
—
—
( 2,226 )
( 2,226 )
Distributions to Partners
—
( 89,035 )
—
—
—
( 89,035 )
Balance at June 30, 2023
127,125,437
$
1,801,682
$
—
$
( 39,926 )
$
25,001
$
1,786,757
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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 18 – Segment Information.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Three Months Ended June 30, 2024
Coal sales
$
331,973
$
180,686
$
—
$
—
$
—
$
512,659
Oil & gas royalties
—
—
36,429
—
—
36,429
Coal royalties
—
—
—
16,584
( 16,584 )
—
Transportation revenues
20,570
6,131
—
—
—
26,701
Other revenues
2,218
1,396
8
4
13,935
17,561
Total revenues
$
354,761
$
188,213
$
36,437
$
16,588
$
( 2,649 )
$
593,350
Three Months Ended June 30, 2023
Coal sales
$
331,813
$
228,518
$
—
$
—
$
—
$
560,331
Oil & gas royalties
—
—
33,087
—
—
33,087
Coal royalties
—
—
—
16,567
( 16,567 )
—
Transportation revenues
21,178
9,349
—
—
—
30,527
Other revenues
2,401
375
325
—
14,790
17,891
Total revenues
$
355,392
$
238,242
$
33,412
$
16,567
$
( 1,777 )
$
641,836
Six Months Ended June 30, 2024
Coal sales
$
702,603
$
371,935
$
—
$
—
$
—
$
1,074,538
Oil & gas royalties
—
—
73,459
—
—
73,459
Coal royalties
—
—
—
35,286
( 35,286 )
—
Transportation revenues
45,046
12,408
—
—
—
57,454
Other revenues
4,953
1,883
323
10
32,427
39,596
Total revenues
$
752,602
$
386,226
$
73,782
$
35,296
$
( 2,859 )
$
1,245,047
Six Months Ended June 30, 2023
Coal sales
$
668,723
$
470,392
$
—
$
—
$
—
$
1,139,115
Oil & gas royalties
—
—
67,584
—
—
67,584
Coal royalties
—
—
—
32,080
( 32,080 )
—
Transportation revenues
42,506
18,259
—
—
—
60,765
Other revenues
4,569
850
1,365
—
30,510
37,294
Total revenues
$
715,798
$
489,501
$
68,949
$
32,080
$
( 1,570 )
$
1,304,758
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The following table illustrates the amount of our transaction price for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2024 and disaggregated by segment and contract duration.
2027 and
2024
2025
2026
Thereafter
Total
(in thousands)
Illinois Basin Coal Operations coal revenues
$
682,321
$
580,348
$
351,675
$
355,100
$
1,969,444
Appalachia Coal Operations coal revenues
417,101
376,303
84,410
30,105
907,919
Total coal revenues (1)
$
1,099,422
$
956,651
$
436,085
$
385,205
$
2,877,363
(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 acquisition of oil & gas net royalty acres from JC Resources LP on February 22, 2023 (the "JC Resources Acquisition"), 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 were 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 Long-Term Incentive Plan ("LTIP") and phantom units in notional accounts under our Supplemental Executive Retirement Plan ("SERP") and the MGP Amended and Restated Deferred Compensation Plan for Directors ("Directors' Deferred Compensation Plan").
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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:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands, except per unit data)
Net income attributable to ARLP
$
100,187
$
169,790
$
258,244
$
360,975
Less:
General partner's interest in net income attributable to ARLP
—
—
—
( 1,384 )
Limited partners' interest in net income attributable to ARLP
100,187
169,790
258,244
359,591
Less:
Distributions to participating securities
( 1,688 )
( 2,396 )
( 3,368 )
( 4,828 )
Undistributed earnings attributable to participating securities
( 164 )
( 2,071 )
( 1,518 )
( 4,981 )
Net income attributable to ARLP available to limited partners
$
98,335
$
165,323
$
253,358
$
349,782
Weighted-average limited partner units outstanding – basic and diluted
128,062
127,183
127,866
127,236
Earnings per limited partner unit - basic and diluted (1)
$
0.77
$
1.30
$
1.98
$
2.75
(1) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. The combined total of LTIP, SERP and Directors' Deferred Compensation Plan units of 1,726 and 1,945 for the three and six months ended June 30, 2024, respectively, and 2,577 and 2,896 for the three and six months ended June 30, 2023, respectively, were considered anti-dilutive under the treasury stock method .
15. WORKERS' COMPENSATION AND PNEUMOCONIOSIS
The changes in the workers' compensation liability, including current and long-term liability balances, for each of the periods presented were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Beginning balance
$
47,561
$
50,017
$
47,975
$
49,452
Changes in accruals
3,365
2,196
6,490
6,070
Payments
( 3,446 )
( 2,646 )
( 7,494 )
( 6,505 )
Interest accretion
509
551
1,018
1,101
Valuation loss (gain) (1)
( 795 )
990
( 795 )
990
Ending balance
$
47,194
$
51,108
$
47,194
$
51,108
(1) Our estimate of the liability for the present value of current workers′ compensation benefits is based on our actuarial calculations. Our actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including claims development patterns, mortality, medical costs and interest rates. The valuation gain in 2024 is due to an increase in the discount rate from 4.66 % on December 31, 2023 to 5.18 % on June 30, 2024. The valuation loss in 2023 is due to adverse claims development.
We limit our exposure to traumatic injury claims by purchasing a high deductible insurance policy that starts paying benefits after deductibles for a claim have been met. The deductible level may vary by claim year. Our workers' compensation liability above is presented on a gross basis and does not include our expected receivables from our insurance
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policy. Our receivables for traumatic injury claims under this policy as of June 30, 2024 are $ 4.1 million and are included in Other long-term assets on our condensed consolidated balance sheet.
Certain of our mine operating entities are liable under state statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to pay pneumoconiosis, or black lung, benefits to eligible employees and former employees and their dependents. Components of the net periodic benefit cost for each of the periods presented are as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Service cost
$
858
$
675
$
1,719
$
1,344
Interest cost (1)
1,558
1,238
3,116
2,476
Net amortization (1)
839
346
1,678
691
Net periodic benefit cost
$
3,255
$
2,259
$
6,513
$
4,511
(1) Interest cost and net amortization are included in the Other income (expense) line item within our condensed consolidated statements of income.
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, 2024
2,710,344
$
10.91
51,405
Granted (1)
455,574
19.69
Vested (2)
( 1,582,422 )
6.53
Forfeited
( 38,204 )
16.08
Non-vested grants at June 30, 2024
1,545,292
17.87
37,798
(1) The restricted units granted during 2024 have certain minimum-value guarantees per unit, regardless of whether the awards vest.
(2) During the six months ended June 30, 2024, we issued 936,544 unrestricted common units to the LTIP participants. The remaining vested units were settled in cash to satisfy tax withholding.
LTIP expense for grants of restricted units was $ 2.3 million and $ 2.7 million for the three months ended June 30, 2024 and 2023, respectively, and $ 4.4 million and $ 4.9 million for the six months ended June 30, 2024 and 2023, respectively. The total obligation associated with LTIP grants of restricted units as of June 30, 2024 was $ 13.5 million and is included in the partners' capital Limited partners-common unitholders line item on our condensed consolidated balance sheets. As of June 30, 2024, there was $ 14.2 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.
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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, 2024
811,946
$
20.44
$
17,197
Granted
53,770
21.18
Phantom units outstanding as of June 30, 2024
865,716
20.48
21,175
Total SERP and Directors' Deferred Compensation Plan expense was $ 0.7 million and $ 0.6 million for the three months ended June 30, 2024 and 2023, respectively, and $ 1.3 million and $ 1.2 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the total obligation associated with the SERP and Directors' Deferred Compensation Plan was $ 17.7 million and is included in the partners' capital Limited partners-common unitholders line item on our condensed consolidated balance sheets.
17. COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS
Eligible employees at certain of our mining operations participate in a defined benefit plan (the "Pension Plan") that we sponsor. The Pension Plan is currently closed to new applicants and participants in the Pension Plan are no longer receiving benefit accruals for service. The benefit formula for the Pension Plan is a fixed dollar unit based on years of service. Components of the net periodic benefit credit for each of the periods presented are as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Interest cost
$
1,269
$
1,296
$
2,528
$
2,591
Expected return on plan assets
( 1,761 )
( 1,517 )
( 3,526 )
( 3,115 )
Amortization of prior service cost
46
46
93
93
Amortization of net loss
72
171
109
344
Net periodic benefit credit (1)
$
( 374 )
$
( 4 )
$
( 796 )
$
( 87 )
(1) Net periodic benefit credit for the Pension Plan is included in the Other income (expense) line item within our condensed consolidated statements of income.
We do not expect to make material contributions to the Pension Plan during 2024.
18. 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.
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The Illinois Basin Coal Operations reportable segment includes (a) the Gibson County Coal, LLC's mining complex, (b) the Warrior Coal, LLC mining complex, (c) the River View mining complex and (d) the Hamilton County Coal, LLC 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 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, LLC mining complex and (c) the MC Mining, LLC 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 11 – Equity Investments).
The Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties that are (a) leased to certain of our mining complexes in both the Illinois Basin Coal Operations and Appalachia Coal Operations reportable segments or (b) located near our operations and external mining operations. Approximately 63 % of the coal sold by our coal operations' mines is leased from our Coal Royalties entities.
Other, Corporate and Elimination includes marketing and administrative activities, the Matrix Group, our investments in Francis, Infinitum, NGP ET IV, and Ascend (see Note 11 – Equity Investments), Wildcat Insurance, LLC which assists the ARLP Partnership with its insurance requirements, AROP Funding and Alliance Finance (both discussed in Note 8 – Long-Term Debt) and our crypto-mining activities. The eliminations included in Other, Corporate and Elimination primarily represent the intercompany coal royalty transactions described above between our Coal Royalties reportable segment and our coal operations' mines.
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Reportable segment results are presented below.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Coal
Elimination
Consolidated
(in thousands)
Three Months Ended June 30, 2024
Revenues - Outside (1)
$
354,761
$
188,213
$
36,437
$
4
$
13,935
$
593,350
Revenues - Intercompany
—
—
—
16,584
( 16,584 )
—
Total revenues (1)
354,761
188,213
36,437
16,588
( 2,649 )
593,350
Segment Adjusted EBITDA Expense (2)
216,168
136,762
4,635
6,632
( 1,026 )
363,171
Segment Adjusted EBITDA (3)
118,023
45,319
31,258
9,955
( 2,551 )
202,004
Capital expenditures (4)
65,973
32,793
—
—
2,676
101,442
Three Months Ended June 30, 2023
Revenues - Outside (1)
$
355,392
$
238,242
$
33,412
$
—
$
14,790
$
641,836
Revenues - Intercompany
—
—
—
16,567
( 16,567 )
—
Total revenues (1)
355,392
238,242
33,412
16,567
( 1,777 )
641,836
Segment Adjusted EBITDA Expense (2)
214,666
119,319
3,562
5,597
( 4,710 )
338,434
Segment Adjusted EBITDA (3)
119,551
109,573
29,050
10,970
222
269,366
Capital expenditures (4)
57,469
31,309
40
—
725
89,543
Six Months Ended June 30, 2024
Revenues - Outside (1)
$
752,602
$
386,226
$
73,782
$
10
$
32,427
$
1,245,047
Revenues - Intercompany
—
—
—
35,286
( 35,286 )
—
Total revenues (1)
752,602
386,226
73,782
35,296
( 2,859 )
1,245,047
Segment Adjusted EBITDA Expense (2)
449,255
254,264
9,575
12,896
( 4,492 )
721,498
Segment Adjusted EBITDA (3)
258,301
119,554
62,660
22,399
( 356 )
462,558
Total assets
1,011,972
552,796
793,416
316,505
378,257
3,052,946
Capital expenditures (4)
162,106
59,244
—
—
3,938
225,288
Six Months Ended June 30, 2023
Revenues - Outside (1)
$
715,798
$
489,501
$
68,949
$
—
$
30,510
$
1,304,758
Revenues - Intercompany
—
—
—
32,080
( 32,080 )
—
Total revenues (1)
715,798
489,501
68,949
32,080
( 1,570 )
1,304,758
Segment Adjusted EBITDA Expense (2)
421,735
245,118
7,986
10,985
( 8,094 )
677,730
Segment Adjusted EBITDA (3)
251,559
226,123
59,095
21,095
3,441
561,313
Total assets
830,821
470,929
758,816
322,926
404,451
2,787,943
Capital expenditures (4)
119,451
63,814
42
400
1,310
185,017
(1) Revenues included in the Other, Corporate and Elimination column are attributable to intercompany eliminations, which are primarily intercompany coal royalty eliminations, outside revenues at the Matrix Group and awarded digital assets received for our crypto-mining activities.
(2) Segment Adjusted EBITDA Expense (a non-GAAP financial measure) includes operating expenses, coal purchases, if applicable, and other income or expense as adjusted to remove certain items from operating expenses that we characterize as unrepresentative of our ongoing operations such as certain litigation accruals. Transportation expenses are excluded as these expenses are passed through to our customers and, consequently, we do not realize any gain or loss on transportation revenues. Segment Adjusted EBITDA Expense is used as a supplemental financial measure by our management to assess the operating performance of our segments. Segment Adjusted EBITDA Expense is a key component of Segment Adjusted EBITDA in addition to coal sales, royalty revenues and other revenues. The exclusion of corporate general and administrative expenses from Segment Adjusted EBITDA Expense allows management to focus solely on the evaluation of segment operating performance as it primarily relates to our operating expenses.
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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:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Operating expenses (excluding depreciation, depletion and amortization)
$
351,605
$
334,402
$
715,464
$
673,125
Litigation expense accrual
—
—
( 15,250 )
—
Outside coal purchases
10,608
4,209
19,720
4,209
Other expense
958
( 177 )
1,564
396
Segment Adjusted EBITDA Expense
$
363,171
$
338,434
$
721,498
$
677,730
(3) Segment Adjusted EBITDA (a non-GAAP financial measure) is defined as net income attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization and general and administrative expenses modified for certain items that we characterize as unrepresentative of our ongoing operations, such as the change in fair value of digital assets and certain litigation accruals. Segment Adjusted EBITDA is a key component of consolidated EBITDA, which is used as a supplemental financial measure by management and by external users of our financial statements such as investors, commercial banks, research analysts and others. We believe that the presentation of EBITDA provides useful information to investors regarding our performance and results of operations because EBITDA, when used in conjunction with related GAAP financial measures, (i) provides additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provides investors with the financial analytical framework upon which we base financial, operational, compensation and planning decisions and (iii) presents a measurement that investors, rating agencies and debt holders have indicated is useful in assessing us and our results of operations.
Segment Adjusted EBITDA is also used as a supplemental financial measure by our management for reasons similar to those stated in the previous explanation of EBITDA. In addition, the exclusion of corporate general and administrative expenses from consolidated Segment Adjusted EBITDA allows management 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.
The following is a reconciliation of Net income , the most comparable GAAP financial measure, to Consolidated Segment Adjusted EBITDA:
Three Months Ended
Six Months Ended
June 30,
June 30,
2024
2023
2024
2023
(in thousands)
Net income
$
101,509
$
171,305
$
261,076
$
363,983
Noncontrolling interest
( 1,322 )
( 1,515 )
( 2,832 )
( 3,008 )
Net income attributable to ARLP
$
100,187
$
169,790
$
258,244
$
360,975
General and administrative
20,562
20,130
42,691
41,215
Depreciation, depletion and amortization
66,454
68,639
132,003
134,189
Interest expense, net
7,193
6,808
13,666
16,694
Change in fair value of digital assets
3,748
—
( 8,105 )
—
Litigation expense accrual
—
—
15,250
—
Income tax expense
3,860
3,999
8,809
8,240
Consolidated Segment Adjusted EBITDA
$
202,004
$
269,366
$
462,558
$
561,313
(4) Capital expenditures exclude $ 72.3 million paid for the JC Resources Acquisition for the six months ended June 30, 2023, $ 2.9 million and $ 1.1 million paid towards oil & gas reserve acquisitions for the three months ended June 30, 2024 and 2023, respectively, and $ 4.7 million and $ 3.9 million paid towards oil & gas reserve acquisitions for the six months ended June 30, 2024 and 2023, respectively (See Note 3 – Acquisitions) .
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