Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to________________
Commission File No.: 0-26823
ALLIANCE RESOURCE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
73-1564280
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119
(Address of principal executive offices and zip code)
(918) 295-7600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Accelerated Filer ☐
Non-Accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common units representing limited partner interests
ARLP
NASDAQ Global Select Market
As of May 9, 2025, 128,428,024 common units are outstanding.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Page
ITEM 1.
Financial Statements (Unaudited)
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024
1
Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024
2
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024
3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
4
Notes to Condensed Consolidated Financial Statements
5
1. Organization and Presentation
2. New Accounting Standards
6
3. Variable Interest Entities
4. Fair Value Measurements
8
5. Inventories
9
6. Digital Assets
10
7. Equity Investments
8. Long-Term Debt
11
9. Workers’ Compensation and Pneumoconiosis
13
10. Components of Pension Plan Net Periodic Benefit Cost
11. Contingencies
14
12. Partners’ Capital
13. Common Unit-Based Compensation Plan
16
14. Revenue from Contracts with Customers
15. Income Taxes
17
16. Earnings per Limited Partner Unit
17. Segment Information
18
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
30
ITEM 4.
Controls and Procedures
32
Forward-Looking Statements
33
PART II
OTHER INFORMATION
Legal Proceedings
35
ITEM 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
36
ITEM 5.
Other Information
ITEM 6.
Exhibits
i
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
March 31,
December 31,
2025
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
81,313
136,962
Trade receivables (net of allowance of $2,212 and $2,087, respectively)
177,467
166,829
Other receivables
10,158
Inventories, net
138,786
120,661
Advance royalties
10,312
11,422
Digital assets
42,323
45,037
Prepaid expenses and other assets
16,187
22,161
Total current assets
476,546
513,230
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment
4,515,202
4,435,535
Less accumulated depreciation, depletion and amortization
(2,334,891)
(2,269,265)
Total property, plant and equipment, net
2,180,311
2,166,270
OTHER ASSETS:
77,773
70,264
Equity method investments
33,555
35,532
Equity securities
92,541
Operating lease right-of-use assets
16,626
15,871
Other long-term assets
25,383
22,022
Total other assets
245,878
236,230
TOTAL ASSETS
2,902,735
2,915,730
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable
104,528
98,188
Accrued taxes other than income taxes
21,569
21,051
Accrued payroll and related expenses
26,327
26,946
Accrued interest
10,350
1,821
Workers' compensation and pneumoconiosis benefits
14,838
Other current liabilities
46,510
48,023
Current maturities, long-term debt, net
22,807
22,275
Total current liabilities
246,929
233,142
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities, net
444,858
450,885
Pneumoconiosis benefits
121,598
120,152
Workers' compensation
37,818
37,177
Asset retirement obligations
156,145
155,156
Long-term operating lease obligations
14,345
13,638
Deferred income tax liabilities
28,808
29,353
Other liabilities
20,774
22,694
Total long-term liabilities
824,346
829,055
Total liabilities
1,071,275
1,062,197
COMMITMENTS AND CONTINGENCIES - (NOTE 11)
PARTNERS' CAPITAL:
ARLP Partners' Capital:
Limited Partners - Common Unitholders 128,428,024 and 128,061,981 units outstanding, respectively
1,845,824
1,867,850
Accumulated other comprehensive loss
(34,833)
(35,103)
Total ARLP Partners' Capital
1,810,991
1,832,747
Noncontrolling interest
20,469
20,786
Total Partners' Capital
1,831,460
1,853,533
TOTAL LIABILITIES AND PARTNERS' CAPITAL
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except unit and per unit data)
Three Months Ended
SALES AND OPERATING REVENUES:
Coal sales
468,511
561,879
Oil & gas royalties
36,084
37,030
Transportation revenues
10,200
30,753
Other revenues
25,673
22,035
Total revenues
540,468
651,697
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)
339,436
363,859
Transportation expenses
Outside coal purchases
7,345
9,112
General and administrative
20,580
22,129
Depreciation, depletion and amortization
68,629
65,549
Total operating expenses
446,190
491,402
INCOME FROM OPERATIONS
94,278
160,295
Interest expense (net of interest capitalized of $4,488 and $2,298, respectively)
(8,434)
(7,749)
Interest income
867
1,276
Net loss on equity method investments
(2,006)
(553)
Change in fair value of digital assets
(5,574)
11,853
Other income (expense)
611
(606)
INCOME BEFORE INCOME TAXES
79,742
164,516
INCOME TAX EXPENSE
4,182
4,949
NET INCOME
75,560
159,567
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
(1,577)
(1,510)
NET INCOME ATTRIBUTABLE TO ARLP
73,983
158,057
EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED
0.57
1.21
WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED
128,265,338
127,670,897
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
OTHER COMPREHENSIVE INCOME:
Defined benefit pension plan
Amortization of prior service cost (1)
47
Amortization of net actuarial loss (1)
—
37
Total defined benefit pension plan adjustments
84
232
839
Total pneumoconiosis benefits adjustments
Foreign currency translation adjustment
OTHER COMPREHENSIVE INCOME
270
923
COMPREHENSIVE INCOME
75,830
160,490
Less: Comprehensive income attributable to noncontrolling interest
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP
74,253
158,980
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
145,686
209,673
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures
(86,776)
(123,846)
Change in accounts payable and accrued liabilities
(6,196)
4,331
Proceeds from sale of property, plant and equipment
241
164
Contributions to equity method investments
(878)
(625)
Oil & gas reserve asset acquisitions
(33)
(1,822)
Other
580
1,286
Net cash used in investing activities
(93,062)
(120,512)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under securitization facility
4,000
75,000
Payments under securitization facility
(4,000)
(30,000)
Proceeds from equipment financings
54,626
Payments on equipment financings
(3,118)
(1,976)
Borrowings under revolving credit facilities
20,000
Payments under revolving credit facilities
(20,000)
Payments on long-term debt
(3,516)
(4,688)
Payments for tax withholdings related to settlements under deferred compensation plan
(7,082)
(13,292)
Distributions paid to Partners
(90,891)
(91,246)
(3,701)
(3,441)
Net cash used in financing activities
(108,308)
(15,017)
Effect of exchange rate changes on cash and cash equivalents
NET CHANGE IN CASH AND CASH EQUIVALENTS
(55,649)
74,144
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
59,813
CASH AND CASH EQUIVALENTS AT END OF PERIOD
133,957
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
3,247
3,248
SUPPLEMENTAL NON-CASH ACTIVITY:
Accounts payable for purchase of property, plant and equipment
17,532
18,917
Right-of-use assets acquired by operating lease
1,571
Market value of common units issued under deferred compensation plans before tax withholding requirements
17,068
32,566
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.ORGANIZATION AND PRESENTATION
Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements
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 March 31, 2025 and December 31, 2024 and the results of our operations, comprehensive income and cash flows for the three months ended March 31, 2025 and 2024. All intercompany transactions and accounts have been eliminated.
These condensed consolidated financial statements and notes are prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and do not include all the information normally included with financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) of the United States. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
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, 2025.
Use of Estimates
The preparation of the ARLP Partnership’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in our condensed consolidated financial statements. Actual results could differ from those estimates.
2.NEW ACCOUNTING STANDARDS
New Accounting Standards Issued and Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We do not expect ASU 2023-09 to have a material effect on our consolidated financial statements but will result in the enhanced disclosures described above.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires the disclosure of additional information about specific expense categories in the notes to the financial statements to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our consolidated financial statements and related disclosures.
3.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:
Assets (liabilities):
(in thousands)
6,212
5,154
Trade receivables
11,954
11,209
368,966
373,093
(216)
(221)
Due to affiliates
(116)
(406)
(870)
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 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. At March 31, 2025, the carrying value of our investment in AllDale III was $21.9 million.
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 March 31, 2025, we have funded $10.4 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 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. At March 31, 2025, the carrying value of our investment in NGP ET IV was $9.3 million.
Gavin Generation
In February 2025, we committed to invest up to $25.0 million of limited partner interests in Gavin Generation Holdings A, LP (“Gavin Generation”), which is sponsored by a private equity firm. Gavin Generation intends to own, indirectly, an interest in a joint venture holding company formed with a third party that plans to indirectly acquire, own and operate a coal-fired power plant. This commitment represents an interest of approximately 5.0% in Gavin Generation (based on total commitments). Our investment in Gavin Generation is subject to a customary profit interest in favor of the general partner after the return of capital to the limited partners and the investment generating a specified internal rate of return in favor of the limited partners. As of March 31, 2025, we have not funded any portion of our capital commitment.
We have concluded that Gavin Generation is a variable interest entity that we do not consolidate. Gavin Generation 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 operational decisions. We are not the primary beneficiary of Gavin Generation because we do not have the power to direct the activities that most significantly impact Gavin Generation's economic performance.
7
4.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
March 31, 2025
Recorded on a recurring basis:
Contingent consideration
11,324
Additional disclosures:
Long-term debt
483,754
508,931
December 31, 2024
13,100
490,387
523,461
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 is based on an exchange quoted price. See Note 6 – Digital Assets for more information on our digital assets.
The fair value measurement of our contingent consideration liability is determined using an option approach methodology simulation based on significant inputs not observable in active markets representing a Level 3 fair value measurement under the fair value hierarchy. Our contingent consideration liability is associated with our acquisition of
our Hamilton mine in 2015 wherein we agreed to pay the seller additional consideration for the acquisition if the average quarterly sales price exceeds a defined threshold price in any future quarters subject to a maximum of $110.0 million reduced for any payments made under an overriding royalty agreement with the sellers relating to mineral interests controlled by our Hamilton mine. We have paid $11.4 million under this contingent consideration agreement and nothing under the overriding royalty agreement as of March 31, 2025.
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.
Quantitative Information about Level 3 Fair Value Measurements
Our option approach methodology simulation generates an expected payment for each quarter in Hamilton’s mine life by using proprietary internal estimates of our uncommitted coal sales prices and generating a simulated uncommitted coal sales price by applying unobservable inputs through a million simulations. This simulated coal sales price is then used in a calculation of the expected future payments using our proprietary committed coal sales prices and production for each quarter. We then calculate the present value of the estimated future payments. The following table presents quantitative information about certain significant unobservable inputs used in the fair value measurement for our contingent consideration liability. The use of significant unobservable inputs results in uncertainty as of the reporting date, as changes in these unobservable inputs could significantly raise or lower the estimated fair value.
Valuation Technique(s)
Unobservable Input
Range/Amount (Average) (a)
Contingent Consideration
Option approach methodology simulation
Cost of Debt
6.51% - 8.56%
Coal price volatility
6.2%
Market price of risk adjustment (annual)
(a) Averages represent the arithmetic average of the inputs and is not weighted by a relative fair value or notional amount
The following table represents changes in our contingent consideration liability:
Beginning balance
9,900
Payments
(1,776)
(1,431)
Ending balance
8,469
5.INVENTORIES
Inventories consist of the following:
Coal
56,903
37,290
Finished goods (net of reserve for obsolescence of $2,617 and $2,481, respectively)
12,881
14,197
Work in process
1,332
1,560
Raw materials
7,930
7,192
79,046
60,239
Supplies (net of reserve for obsolescence of $6,562 and $6,409, respectively)
59,740
60,422
Total inventories, net
The above balances reflect lower of cost or net realizable value adjustments to our coal inventories of $5.7 million and $24.6 million as of March 31, 2025 and December 31, 2024, respectively. The adjustment as of March 31, 2025 is primarily a result of lower coal sale prices and higher cost per ton primarily due to a long wall move and operational difficulties at the Mettiki Coal, LLC and Mettiki Coal (WV), LLC (collectively “Mettiki”) mining complexes. The adjustment as of December 31, 2024 is the result of lower coal sale prices and higher cost per ton primarily due to a longwall move at the Hamilton County Coal, LLC (“Hamilton”) mining complex, lower production at Mettiki and MC Mining, LLC (“MC Mining”) mining complexes, and ongoing development activities at the Henderson County mine at our River View Coal, LLC (“River View”) mining complex.
6.DIGITAL ASSETS
The following table sets forth our digital assets as shown on the condensed consolidated balance sheet:
Units
Cost Basis
Digital assets:
(in thousands, except unit data)
Bitcoin
512.55
21,645
481.89
18,748
Total
7. EQUITY INVESTMENTS
Equity Method Investments
The changes in our equity method investments were as follows:
46,503
Contributions
878
625
Distributions received
(849)
(882)
45,693
Net loss on equity method investments represents our share of the income or loss of the equity method investments.
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. As a development stage company, Ascend depends primarily on capital contributions to meet its operating and debt obligations. Additional capital contributions or conversion of our investment into common stock of Ascend could impact the preference of our investment relative to other investments in Ascend or dilute our holdings. If Ascend is unable to raise sufficient funds or if our investment loses preference or becomes diluted due to new capital contributions, it could have an adverse effect on our investment.
8.LONG-TERM DEBT
Long-term debt consists of the following:
Unamortized Discount and
Principal
Debt Issuance Costs
Revolving credit facility
(6,676)
(7,231)
Term loan
42,188
45,703
(1,178)
(1,276)
8.625% Senior notes due 2029
400,000
(8,235)
(8,720)
Securitization facility
February 2024 equipment financing
41,566
44,684
(16,089)
(17,227)
Less current maturities
(27,201)
(26,669)
4,394
Total long-term debt
456,553
463,718
(11,695)
(12,833)
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 $425.0 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 $75.0 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 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 7.68% as of March 31, 2025. At March 31, 2025, we had $41.0 million of letters 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 0.17 to 1.0, 0.98
to 1.0 and 34.52 to 1.0, respectively, for the trailing twelve months ended March 31, 2025. We were in compliance with the covenants of the Credit Agreement as of March 31, 2025 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.
Accounts Receivable Securitization
Certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership are party to a $75.0 million accounts receivable securitization facility (“Securitization Facility”) which matures in January 2026. 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 $75.0 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 March 31, 2025, we had $14.8 million of letters of credit outstanding with $49.0 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.
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.
12
9.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:
47,870
47,975
Changes in accruals
3,376
3,125
(3,302)
(4,048)
Interest accretion
567
509
48,511
47,561
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 policy. Our receivables for traumatic injury claims under this policy as of March 31, 2025 are $3.7 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:
Service cost
859
861
Interest cost (1)
1,672
1,558
Net amortization (1)
226
Net periodic benefit cost
2,757
3,258
10.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:
Interest cost
1,310
1,259
Expected return on plan assets
(1,709)
(1,765)
Amortization of prior service cost
Amortization of net loss
Net periodic benefit credit (1)
(396)
(422)
We do not expect to make material contributions to the Pension Plan during 2025.
11.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. The plaintiffs in these cases sought class and collective action certification, which we opposed. 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 and awaiting court approval, we have accrued $15.3 million as of March 31, 2025. Our $15.3 million accrual is included in the Other current liabilities line item on our condensed consolidated balance sheet. We believe our ultimate exposure, if any should litigation resume, 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 if litigation were to resume, it is reasonably possible that the ultimate resolution of these matters could result in a potential loss that may be material to our results of operations.
We also have various other lawsuits, claims and regulatory proceedings incidental to our business that are pending against the ARLP Partnership. We record an accrual for a potential loss related to these matters when, in management’s opinion, such loss is probable and reasonably estimable. Based on known facts and circumstances, we believe the ultimate outcome of these outstanding lawsuits, claims and regulatory proceedings will not have a material adverse effect on our financial condition, results of operations or liquidity. However, if the results of these matters are different from management’s current expectations and in amounts greater than our accruals, such matters could have a material adverse effect on our business and operations.
12.PARTNERS’ CAPITAL
Distributions
Distributions paid or declared during 2024 and 2025 were as follows:
Payment Date
Per Unit Cash Distribution
Total Cash Distribution
February 14, 2024
0.70
91,246
May 15, 2024
90,736
August 14, 2024
90,725
November 14, 2024
90,723
2.80
363,430
February 14, 2025
90,891
May 15, 2025 (1)
1.40
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 remaining of the original $100.0 million authorized 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 from that date. No units were repurchased during the three months ended March 31, 2025 and 2024, respectively. Since inception of the unit repurchase program, we have repurchased and retired 6,390,446 units at an average unit price of $17.67 for an aggregate purchase price of $112.9 million.
Change in Partners’ Capital
The following tables present the quarterly change in Partners' Capital for the three months ended March 31, 2025 and 2024:
Accumulated
Number of
Limited
Limited Partner
Partners'
Comprehensive
Noncontrolling
Total Partners'
Capital
Income (Loss)
Interest
Balance at January 1, 2025
128,061,981
Comprehensive income:
Net income
1,577
Other comprehensive income
Total comprehensive income
Settlement of deferred compensation plans
366,043
Common unit-based compensation
1,964
Distributions on deferred common unit-based compensation
(1,247)
Distributions from consolidated company to noncontrolling interest
(1,894)
Distributions to Partners
(89,644)
Balance at March 31, 2025
128,428,024
Balance at January 1, 2024
127,125,437
1,896,027
(61,525)
24,095
1,858,597
Cumulative-effect adjustment
6,232
1,510
Actuarially determined long-term liability adjustments
936,544
2,604
(2,261)
(1,981)
(88,985)
Balance at March 31, 2024
1,958,382
(60,602)
23,624
1,921,404
15
13.COMMON UNIT-BASED COMPENSATION PLAN
Long-Term Incentive Plan
A summary of non-vested Long-Term Incentive Plan (“LTIP”) grants of restricted units is as follows:
Number of units
Weighted average grant date fair value per unit
Intrinsic value
Non-vested grants at January 1, 2025
1,458,564
17.60
38,346
Granted (1)
353,028
26.92
Vested (2)
(625,649)
13.62
Forfeited
(6,222)
20.66
Non-vested grants at March 31, 2025
1,179,721
22.49
32,183
LTIP expense for grants of restricted units was $2.0 million for each of the three months ended March 31, 2025 and 2024. The total obligation associated with LTIP grants of restricted units as of March 31, 2025 was $10.3 million and is included in the partners’ capital Limited partners-common unitholders line item on our condensed consolidated balance sheets. As of March 31, 2025, there was $16.2 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 1.7 years.
14.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 17 – Segment Information.
Coal Operations
Royalties
Other,
Illinois
Corporate and
Basin
Appalachia
Oil & Gas
Elimination
Consolidated
Three Months Ended March 31, 2025
333,234
135,277
Coal royalties
15,795
(15,795)
6,863
3,337
2,898
882
829
21,064
342,995
139,496
36,913
5,269
Three Months Ended March 31, 2024
370,630
191,249
18,702
(18,702)
24,476
6,277
2,735
488
315
18,491
397,841
198,014
37,345
18,708
(211)
The following table illustrates the beginning and ending balances of our trade receivables:
282,622
272,191
The following table illustrates the amount of our transaction price for all current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2025 and disaggregated by segment and contract duration.
2028 and
2026
2027
Thereafter
Illinois Basin Coal Operations coal revenues
811,427
718,227
468,043
653,069
2,650,766
Appalachia Coal Operations coal revenues
511,400
130,101
30,105
671,606
Total coal revenues (1)
1,322,827
848,328
498,148
3,322,372
(1) Coal revenues generally consists of consolidated revenues excluding our Oil & Gas Royalties segment as well as intercompany revenues from our Coal Royalties segment.
15.INCOME TAXES
Components of income tax expense are as follows:
Current:
Federal
4,723
4,718
State
320
338
5,043
5,056
Deferred:
(777)
(127)
(84)
20
(861)
(107)
Income tax expense
The effective income tax rates for our income tax expense for the three months ended March 31, 2025 and 2024 are less than the federal statutory rate, primarily due to the portion of income not subject to income taxes.
Our 2020 through 2024 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.
16.EARNINGS PER LIMITED PARTNER UNIT
We utilize the two-class method in calculating basic and diluted earnings per limited partner unit (“EPU”). Net income attributable to ARLP is allocated to limited partners and participating securities with nonforfeitable distributions or distribution equivalents, while net losses attributable to ARLP are allocated only to limited partners but not to participating securities. During 2025, our participating securities represent outstanding restricted unit awards under our LTIP. During 2024, our participating securities also included phantom units in notional accounts under our Supplemental
Executive Retirement Plan (“SERP”) and the MGP Amended and Restated Deferred Compensation Plan for Directors (“Directors’ Deferred Compensation Plan”). The SERP and Directors’ Deferred Compensation Plan were terminated in December 2024 and no longer receive an allocation of income.
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:
(in thousands, except per unit data)
Net income attributable to ARLP
Less:
Distributions to participating securities
(826)
(1,680)
Undistributed earnings attributable to participating securities
(1,448)
Net income attributable to ARLP available to limited partners
73,157
154,929
Weighted-average limited partner units outstanding – basic and diluted
128,265
127,671
Earnings per limited partner unit - basic and diluted (1)
17.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 utilities, industrial users and international customers 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 mining complex, (b) the Warrior Coal, LLC mining complex, (c) the River View mining complex, which includes the River View and Henderson County mines 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 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 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 3 – Variable Interest Entities).
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.
Other, Corporate and Elimination includes marketing and administrative activities, certain of our subsidiaries, primarily consisting of Matrix Design Group, LLC, its subsidiaries, and Alliance Design Group, LLC (collectively referred to as "Matrix Group"), Bitiki KY, LLC, which holds our crypto-mining activities (see Note 6 – Digital Assets), our non oil & gas equity investments (see Note 3 – Variable Interest Entities and Note 7 – 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). 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.
Revenues - Outside
519,404
Revenues - Intercompany
Total revenues (1)
535,199
Segment Adjusted EBITDA Expense (2)
209,959
120,568
5,721
6,400
342,648
Other segment items (3)
1,308
Segment Adjusted EBITDA (4)
126,173
15,591
29,884
9,395
181,043
Total assets (5)
1,072,545
472,957
834,854
312,950
2,693,306
Capital expenditures (6)
52,585
30,828
45
83,458
633,206
651,908
233,087
117,502
4,940
6,264
361,793
1,003
140,278
74,235
31,402
12,444
258,359
1,019,209
520,093
783,309
320,217
2,642,828
96,133
26,451
122,584
Total segment revenues
Other, Corporate and Elimination revenues - Outside
Other, Corporate and Elimination revenues - Intercompany
Total consolidated revenues
19
Revenues included in Other, Corporate and Elimination 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.
Oil & Gas Royalties – equity method investment income from AllDale III and income allocated to noncontrolling interest
The following is a reconciliation of total Segment Adjusted EBITDA for our segments to consolidated income before income taxes:
Segment Adjusted EBITDA – total segments
Other, Corporate and Elimination profit (loss)
(528)
2,195
(20,580)
(22,129)
(68,629)
(65,549)
Interest expense, net
(7,567)
(6,473)
Litigation expense accrual
(15,250)
Income before income taxes
Other, Corporate and Elimination profit (loss) represents profit (loss) from operating segments below the quantitative thresholds when determining our reportable segments as well as the elimination of intersegment profit (loss) between our reportable segments. The operating segments included are those described as part of our Other, Corporate and Eliminations category.
Total segment assets
Other, Corporate and Elimination total assets
209,429
322,959
Total consolidated assets
2,965,787
Total segment capital expenditures
Other, Corporate and Elimination capital expenditures
3,318
1,262
Total consolidated capital expenditures
86,776
123,846
21
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Significant relationships referenced in this management’s discussion and analysis of financial condition and results of operations include the following:
Summary
We are a diversified natural resource company that generates operating and royalty income from the production and marketing of coal to major domestic utilities, industrial users and international customers, as well as royalty income from oil & gas mineral interests located in strategic producing regions across the United States. Our strategy is to provide our customers with reliable, baseload fuel for electricity generation to meet load expectations. The primary focus of our business is to maximize the value of our existing mineral assets, both in the production of coal from our mining assets and the leasing and development of our coal and oil & gas mineral ownership. In addition, we continue to position ourselves as a reliable energy provider for the future as we pursue opportunities that support the growth and development of energy and related infrastructure. We intend to pursue strategic investments that leverage our core competencies and relationships with electric utilities, industrial customers, and federal and state governments. We believe that our diverse and rich resource base and strategic investments will allow us to continue to create long-term value for unitholders.
We are the second largest coal producer in the eastern United States with seven operating underground mining complexes near many of the major eastern utility generating plants and on major coal hauling railroads in Illinois, Indiana, Kentucky, Maryland, Pennsylvania, and West Virginia, as well as a coal-loading terminal in Indiana. Two of our mines also have loading facilities located on the Ohio River.
In addition to our mining operations, Alliance Resource Properties owns or leases substantially all of our coal mineral resources and the majority of our coal mineral reserves in the Illinois and Appalachia Basins that are (a) leased to our internal mining complexes or (b) near our coal mining operations but not yet leased.
We currently own mineral interests in approximately 70,000 net royalty acres in premier oil & gas producing regions of the United States, primarily in the Permian (Delaware and Midland), Anadarko (SCOOP/STACK), and Williston (Bakken) basins, providing us with diversified exposure to industry-leading operators consistent with our general strategy to grow our oil & gas mineral interest business.
We have invested in energy and infrastructure opportunities including our investments in Infinitum Electric, Inc. (“Infinitum”), NGP Energy Transition, L.P. (“NGP ET IV”), and Ascend Elements, Inc. (“Ascend”) which are in the businesses of, respectively, electric motor manufacturing, private equity investments in renewable energy, the electrification of our economy or the efficient use of energy, and the manufacturing and recycling of sustainable, engineered battery materials for electric vehicles.
In February 2025, we committed to invest up to $25.0 million of limited partner interests in Gavin Generation Holdings A, LP (“Gavin Generation”), which is sponsored by a private equity firm. This commitment represents an interest of approximately 5.0% in Gavin Generation (based on total commitments). As of March 31, 2025, we have not funded any portion of our capital commitment. For more information about the Gavin Generation investment, please read “Item 1. Financial Statements (Unaudited)—Note 3 – Variable Interest Entities” of this Quarterly Report on Form 10-Q.
We have 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. Our Oil & Gas Royalties reportable segment includes our oil & gas mineral interests. Our Coal Royalties reportable segment includes coal mineral reserves and resources owned or leased by Alliance Resource Properties.
23
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Consolidated Information
Increase (Decrease)
Consolidated Total
Tons sold
7,771
8,674
(903)
(10.4)
%
Tons produced
8,457
9,114
(657)
(7.2)
Volume - BOE (1)
880
898
(18)
(2.0)
(93,368)
(16.6)
(946)
(2.6)
(111,229)
(17.1)
346,170
358,327
(12,157)
(3.4)
Net income of ARLP
(84,074)
(53.2)
Segment Adjusted EBITDA (2)
180,515
260,554
(80,039)
(30.7)
Total Revenues
Total revenues for the three months ended March 31, 2025 (“2025 Quarter”) decreased 17.1% to $540.5 million compared to $651.7 million for the three months ended March 31, 2024 (“2024 Quarter”) primarily as a result of reduced coal sales volumes and prices as well as lower transportation revenues.
Segment Adjusted EBITDA Expense
Segment Adjusted EBITDA Expense decreased 3.4% to $346.2 million primarily related to our coal operations which decreased 6.2% to $332.2 million, as a result of lower coal sales volumes, partially offset by higher per ton costs. Segment Adjusted EBITDA Expense per ton sold for our coal operations increased 4.7% to $42.75 per ton sold in the 2025 Quarter compared to $40.85 per ton in the 2024 Quarter, primarily due to lower production volumes, an increased sales mix of tons from higher cost operations, lower recoveries at our Appalachian mines, increased longwall move days at our Mettiki and Tunnel Ridge operations, and challenging mining conditions at the Tunnel Ridge mine as well as the following per ton cost increase:
24
Segment Adjusted EBITDA Expense increases per ton for our coal operations were partially offset by the following decreases:
We recorded a decrease of $5.6 million in the fair value of our digital assets during the 2025 Quarter compared to an increase of $11.9 million during the 2024 Quarter reflecting the movement in the price of bitcoin during each period.
Net income attributable to ARLP for the 2025 Quarter was $74.0 million, or $0.57 per basic and diluted limited partner unit, compared to $158.1 million, or $1.21 per basic and diluted limited partner unit, for the 2024 Quarter as a result of lower revenues and a decrease in the fair value of our digital assets, partially offset by lower operating expenses.
Segment Adjusted EBITDA
Our 2025 Quarter Segment Adjusted EBITDA decreased $80.1 million to $180.5 million from the 2024 Quarter Segment Adjusted EBITDA of $260.6 million.
25
Segment Information
Illinois Basin Coal Operations
6,042
6,437
(395)
(6.1)
(37,396)
(10.1)
163
6.0
(23,128)
(9.9)
(14,105)
Appalachia Coal Operations
1,729
2,237
(508)
(22.7)
(55,972)
(29.3)
394
80.7
3,066
2.6
(58,644)
(79.0)
Oil & Gas Royalties
514
163.2
781
15.8
(1,518)
(4.8)
Coal Royalties
Volume - Tons sold (2)
5,072
5,512
(440)
(8.0)
Intercompany coal royalties
(2,907)
(15.5)
(6)
(100.0)
136
2.2
(3,049)
(24.5)
Illinois Basin Coal Operations – Segment Adjusted EBITDA decreased 10.1% to $126.2 million in the 2025 Quarter from $140.3 million in the 2024 Quarter. The decrease of $14.1 million was primarily attributable to lower coal sales volumes and prices, partially offset by lower operating expenses. Sales volumes decreased by 6.1% compared to the 2024 Quarter due primarily to decreased tons sold from our Hamilton mine as a result of the timing of committed sales. Coal sales price per ton decreased by 4.2% compared to the 2024 Quarter as a result of lower domestic price realizations at several mines in the region. Segment Adjusted EBITDA Expense decreased 9.9% to $210.0 million in the 2025 Quarter from $233.1 million in the 2024 Quarter, primarily as a result of reduced sales volumes and lower operating expenses per ton. Segment Adjusted EBITDA Expense per ton for the 2025 Quarter decreased by 4.0% compared to the 2024 Quarter due primarily to increased production and lower maintenance and materials and supplies costs at several mines in the region as well as reduced longwall move days at our Hamilton mine.
Appalachia Coal Operations – Segment Adjusted EBITDA decreased 79.0% to $15.6 million for the 2025 Quarter from $74.2 million in the 2024 Quarter. The decrease of $58.6 million was primarily attributable to lower coal sales, which decreased 29.3% to $135.3 million in the 2025 Quarter from $191.2 million in the 2024 Quarter. The decrease in coal sales reflects lower coal sales volumes and price realizations. Tons sold decreased by 22.7% in the 2025 Quarter compared to the 2024 Quarter primarily as a result of lower production levels at Tunnel Ridge due to challenging mining conditions and a longwall move during the 2025 Quarter. Average coal sales price per ton decreased by 8.5% compared to the 2024 Quarter primarily due to reduced export price realizations from our MC Mining and Mettiki mines, partially offset by a greater mix of higher priced sales tons from these two operations during the 2025 Quarter. Segment Adjusted EBITDA
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Expense increased 2.6% to $120.6 million in the 2025 Quarter from $117.5 million in the 2024 Quarter due to increased per ton operating expenses and reduced volumes. Segment Adjusted EBITDA Expense per ton for the 2025 Quarter increased by 32.7% compared to the 2024 Quarter due to lower recoveries across the region, increased longwall move days at our Mettiki and Tunnel Ridge operations, and challenging mining conditions at the Tunnel Ridge mine.
Oil & Gas Royalties – Segment Adjusted EBITDA decreased to $29.9 million in the 2025 Quarter compared to $31.4 million in the 2024 Quarter due to a reduction in oil & gas royalty volumes, which decreased by 2.0%, and higher expenses.
Coal Royalties – Segment Adjusted EBITDA decreased to $9.4 million in the 2025 Quarter compared to $12.4 million in the 2024 Quarter due to lower royalty tons sold and reduced average royalty rates per ton received from the Partnership’s mining subsidiaries.
Reconciliation of Non-GAAP Financial Measures
We define Segment Adjusted EBITDA (a non-GAAP financial measure) as net income attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization and general and administrative expenses adjusted for certain items that we characterize as unrepresentative of our ongoing operations. Segment Adjusted EBITDA is a key component of consolidated Adjusted EBITDA, which is used as a supplemental financial measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others. We believe that the presentation of consolidated Adjusted EBITDA provides useful information to investors regarding our performance and results of operations because Adjusted 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 measure by our management for reasons similar to those stated in the previous explanation of Adjusted EBITDA. In addition, the exclusion of corporate general and administrative expenses from 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:
7,567
6,473
5,574
(11,853)
15,250
Consolidated Segment Adjusted EBITDA
We define Segment Adjusted EBITDA Expense (a non-GAAP financial measure) as the sum of operating expenses, coal purchases and other expenses as adjusted to remove certain items from operating expenses that we characterize as unrepresentative of our ongoing operations. Transportation expenses are excluded as these expenses are
27
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. We also review Segment Adjusted EBITDA Expense on a per ton basis for cost trends at our coal operations by dividing Segment Adjusted EBITDA expense by coal sales volumes.
The following is a reconciliation of operating expenses, the most comparable GAAP financial measure, to consolidated Segment Adjusted EBITDA Expense:
Other expense (income)
(611)
606
Consolidated Segment Adjusted EBITDA Expense
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Liquidity and Capital Resources
Liquidity
We have historically satisfied our working capital requirements and funded our capital expenditures, investments, contractual obligations and debt service obligations with cash generated from operations, cash provided by the issuance of debt or equity, borrowings under credit and securitization facilities and other financing transactions. We believe that existing cash balances, future cash flows from operations and investments, borrowings under credit facilities and cash provided from the issuance of debt or equity will be sufficient to meet our working capital requirements, capital expenditures and additional investments, debt payments, contractual obligations, commitments and distribution payments. Nevertheless, our ability to satisfy our working capital requirements and additional investments, to satisfy our contractual obligations, to fund planned capital expenditures, to service our debt obligations or to pay distributions will depend upon our future operating performance and access to and cost of financing sources, which will be affected by prevailing economic conditions generally, and in both the coal and oil & gas industries specifically, as well as other financial and business factors, some of which are beyond our control. Based on our recent operating cash flow results, current cash position, anticipated future cash flows and sources of financing that we expect to have available, we anticipate being in compliance with the covenants of the Credit Agreement and expect to have sufficient liquidity to fund our operations and growth strategies. However, to the extent operating cash flow or access to and cost of financing sources are materially different than expected, future covenant compliance or liquidity may be adversely affected. Please read “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
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 remaining of the original $100.0 million authorized 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 from that date. The program has no time limit and we may repurchase units from time to time in the open market or in other privately negotiated transactions. The unit repurchase program authorization does not obligate us to repurchase any dollar amount or number of units.
No units were repurchased during the three months ended March 31, 2025. 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. The remaining authorized amount for unit repurchases under this program was $80.6 million as of March 31, 2025. The timing of any future unit repurchases and the ultimate number of units to be purchased will depend on several factors, including business and market conditions, our future financial performance, and other capital priorities. Please read “Part II - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” of this Quarterly Report on Form 10-Q for more information on the unit repurchase program.
In January 2025, we extended the term of the accounts receivable securitization facility (the “Securitization Facility”) to January 2026. The borrowing availability under the facility is a maximum of $75.0 million. For additional information on the Securitization Facility, please see “Item 1. Financial Statements (Unaudited) – Note 8 – Long-Term Debt.”
Cash Flows
Cash provided by operating activities was $145.7 million for the 2025 Quarter compared to $209.7 million for the 2024 Quarter. The decrease in cash provided by operating activities was primarily due to the decrease in net income adjusted for non-cash items and unfavorable working capital changes primarily related to trade receivables and other miscellaneous changes. These decreases were partially offset by favorable working capital changes primarily related to accounts payable and inventories compared to the 2024 Quarter.
Net cash used in investing activities was $93.1 million for the 2025 Quarter compared to $120.5 million for the 2024 Quarter. The decrease in cash used in investing activities was primarily due to the decrease in capital expenditures
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in the 2025 Quarter as compared to the 2024 Quarter. This decrease was partially offset by a change in accounts payable and accrued liabilities during the 2025 Quarter.
Net cash used in financing activities was $108.3 million for the 2025 Quarter compared to $15.0 million for the 2024 Quarter. The increase in cash used in financing activities was primarily attributable to decreased borrowings under our securitization facility and reduced proceeds from equipment financings in the 2025 Quarter as compared to the 2024 Quarter. These increases were partially offset by reduced payments under the securitization facility in the 2025 Quarter.
Cash Requirements
Management anticipates having sufficient cash flow to meet 2025 cash requirements, including capital expenditures, scheduled payments on long-term debt, lease obligations, asset retirement obligation costs and workers’ compensation and pneumoconiosis costs, with our March 31, 2025 cash and cash equivalents of $81.3 million, cash flows from operations, or borrowings under our revolving credit facility and securitization facility, if necessary. We currently project average estimated annual maintenance capital expenditures over the next five years of approximately $7.28 per ton produced. Our anticipated total capital expenditures, including maintenance capital expenditures, for 2025 are estimated in a range of $285.0 million to $320.0 million. We will continue to have significant cash requirements over the long term, which may require us to incur debt or seek additional equity capital. The availability and cost of additional capital will depend upon prevailing market conditions, the market price of our common units and several other factors over which we have limited control, as well as our financial condition and results of operations.
Debt Obligations
See “Item 1. Financial Statements (Unaudited)—Note 8 – Long-Term Debt” of this Quarterly Report on Form 10-Q for a discussion of our long-term debt obligations.
We also have an agreement with a bank to provide additional letters of credit in the amount of $5.0 million to maintain surety bonds to secure certain asset retirement obligations and our obligations for workers’ compensation benefits. On March 31, 2025, we had $5.0 million in letters of credit outstanding under this agreement.
Related-Party Transactions
We have related-party transactions and activities with Mr. Craft, MGP and their respective affiliates as well as other related parties. These related-party transactions and activities relate principally to (1) coal mineral leases with The Joseph W. Craft III Foundation and The Kathleen S. Craft Foundation, and (2) the use of aircraft. We also have related-party transactions with (a) WKY CoalPlay, LLC, a company owned by entities related to Mr. Craft, regarding three mineral leases, and (b) entities in which we hold equity investments. For more information regarding our investments, please read “Item 1. Financial Statements (Unaudited)—Note 7 – Equity Investments” of this Quarterly Report on Form 10-Q. Please read our Annual Report on Form 10-K for the year ended December 31, 2024, “Item 8. Financial Statements and Supplementary Data— Note 4 – Acquisitions and Note 21 – Related-Party Transactions” for additional information concerning related-party transactions.
New Accounting Standards
See “Item 1. Financial Statements (Unaudited) – Note 2. New Accounting Standards” of this Quarterly Report on Form 10-Q for a discussion of new accounting standards.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We have significant long-term coal sales contracts. Most of the long-term sales contracts are subject to price adjustment provisions, which periodically permit an increase or decrease in the contract price, typically to reflect changes in specified indices or changes in production costs resulting from regulatory changes, or both.
In the past several years, global fossil fuel commodity prices have experienced periodic downturns and sustained volatility. In particular, since being sworn into office, President Trump has issued numerous Executive Orders aimed to
increase oil production and decrease commodity prices for consumers. For example, President Trump declared a “national energy emergency” in early January 2025, and gave the executive branch more power to expedite approvals for energy resource infrastructure (including coal, oil and gas). Additionally, President Trump’s “Unleashing American Energy” and “Reinvigorating America’s Beautiful Clean Coal Industry” Executive Orders incorporated numerous provisions aimed at unburdening and removing impediments to the development of various domestic energy resources, such as coal, oil and gas. In April 2025, President Trump signed an Executive Order that, among other matters, directed the U.S. Attorney General to investigate certain state laws that may adversely impact the development of energy resources, including state laws relating to climate change, environmental, social and governance initiatives, and funds collecting carbon penalties and/or taxes. We cannot predict what impact these Executive Orders or other executive actions may ultimately have on production or the prices we receive for our coal, oil and natural gas.
Our results of operations are highly dependent upon the prices we receive for our coal, oil and natural gas. Regarding coal, the short-term sales contracts favored by some of our coal customers leave us more exposed to risks of declining coal price periods. Also, a significant decline in oil & gas prices would have a significant impact on our oil & gas royalty revenues.
We have exposure to coal and oil & gas sales prices and price risk for supplies that are used directly or indirectly in the normal course of coal and oil & gas production such as steel, electricity and other supplies. We manage our risk for these items through strategic sourcing contracts for normal quantities required by our operations. Historically, we have not utilized any commodity price-hedges or other derivatives related to either our sales price or supply cost risks but may do so in the future.
Credit Risk
Most of our coal is sold to U.S. electric utilities or into the international markets through brokered transactions. Therefore, our credit risk is primarily with domestic electric power generators and reputable global brokerage firms. Our policy is to independently evaluate each customer’s creditworthiness prior to entering into transactions and to constantly monitor outstanding accounts receivable. When deemed appropriate by our credit management department, we will take steps to reduce our credit exposure to customers that do not meet our credit standards or whose credit has deteriorated. These steps may include obtaining letters of credit or cash collateral, requiring prepayments for shipments or establishing customer trust accounts held for our benefit in the event of a failure to pay. Such credit risks from customers may impact the borrowing capacity of our Securitization Facility. See “Item 1. Financial Statements (Unaudited)—Note 8 – Long-Term Debt” of this Quarterly Report on Form 10-Q for more information on our Securitization Facility.
Exchange Rate Risk
Almost all our transactions are denominated in United States dollars, and as a result, we do not have material exposure to currency exchange-rate risks. However, because coal is sold internationally in United States dollars, general economic conditions in foreign markets and changes in foreign currency exchange rates may provide our foreign competitors with a competitive advantage. If our competitors’ currencies decline against the United States dollar or against foreign purchasers’ local currencies, those competitors may be able to offer lower prices for coal to these purchasers. Furthermore, if the currencies of overseas purchasers were to significantly decline in value in comparison to the United States dollar, those purchasers may seek decreased prices for the coal we sell to them. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets.
Interest Rate Risk
Borrowings under the Revolving Credit Facility and Securitization Facility are at variable rates and, as a result, we have interest rate exposure on any amounts drawn under these facilities. Historically, our earnings have not been materially affected by changes in interest rates and we have not utilized interest rate derivative instruments related to our outstanding debt. We did not have an outstanding balance under either the Revolving Credit Facility or the Securitization Facility at March 31, 2025.
There were no other changes in our quantitative and qualitative disclosures about market risk as set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.
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ITEM 4.CONTROLS AND PROCEDURES
We maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of March 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures are effective as of March 31, 2025.
During the quarterly period ended March 31, 2025, there have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with our evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
FORWARD-LOOKING STATEMENTS
Certain statements and information in this Quarterly Report on Form 10-Q, and certain oral statements made from time to time by our representatives, constitute “forward-looking statements.” These statements are based on our beliefs as well as assumptions made by, and information currently available to, us. When used in this document, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “will,” “would,” and similar expressions identify forward-looking statements. Without limiting the foregoing, all statements relating to our future outlook, anticipated capital expenditures, future cash flows and borrowings, and sources of funding are forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and reflect our current views with respect to future events and are subject to numerous assumptions that we believe are reasonable, but are open to a wide range of uncertainties and business risks, and actual results could differ materially from those discussed in these statements. Among the factors that could cause actual results to differ from those in the forward-looking statements are:
If one or more of these or other risks or uncertainties materialize, or should our underlying assumptions prove incorrect, our actual results could differ materially from those described in any forward-looking statement. When considering forward-looking statements, you should also keep in mind our risk factors and legal proceedings. Known material factors that could cause our actual results to differ from those in the forward-looking statements are described in “Item 1. Legal Proceedings” and “Item 1A. Risk Factors” below. We disclaim any obligation to update or revise any forward-looking statements or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments unless required by law.
You should consider the information above when reading or considering any forward-looking statements contained in:
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ITEM 1.LEGAL PROCEEDINGS
Litigation was initiated in November 2019 in the U.S. District Court for the Western District of Kentucky (Branson v. Webster County Coal, LLC, et al.) against certain of our subsidiaries in which the plaintiffs allege violations of the Fair Labor Standards Act and state law due to alleged failure to compensate for time “donning” and “doffing” equipment and to account for certain bonuses in the calculation of overtime rates and pay. A similar lawsuit was initiated in March 2020 in the U.S. District Court for the Eastern District of Kentucky (Brewer v. Alliance Coal, LLC, et al.). Subsequently, four additional lawsuits making similar allegations were initiated against certain of our subsidiaries: filed March 4, 2021 in the Circuit Court for Hopkins County, Kentucky (Johnson v. Hopkins County Coal, LLC, et al.); filed April 6, 2021 in the U.S. District Court for the Northern District of West Virginia (Rettig v. Mettiki Coal WV, LLC, et al.); filed April 9, 2021 in the U.S. District Court for the Southern District of Illinois (Cates v. Hamilton County Coal, LLC, et al.); and filed April 13, 2021 in the U.S. District Court for the Southern District of Indiana (Prater v. Gibson County Coal, LLC, et al.). The plaintiffs in these cases sought class and collective action certification, which we opposed. The plaintiffs sought to recover alleged compensatory, liquidated and/or exemplary damages for the alleged underpayment, and costs and fees that potentially may be recoverable under applicable law. In April 2024, we entered into a settlement agreement with the plaintiffs pursuant to which we agreed to settle all six cases for $15.3 million. The settlement is subject to and awaiting court approval. If the settlement is not approved by the court, we believe our ultimate exposure, if any should litigation resume, will not be material to our results of operations or financial position; however, if our current belief as to the merit of the claims in these lawsuits is not upheld if litigation were to resume, 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.
ITEM 1A.RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in these reports are not our only risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial based on current knowledge and factual circumstances, if such knowledge or facts change, also may materially adversely affect our business, financial condition and/or operating results in the future.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In January 2023, the board of directors authorized a $93.5 million increase to the unit repurchase program, which had $6.5 million of available capacity remaining of the original $100.0 million authorized at the time, authorizing us to be able to repurchase up to a total of $100.0 million of ARLP common units from that date. The unit repurchase program is intended to enhance ARLP’s ability to achieve its goal of creating long-term value for its unitholders and provides another means, along with quarterly cash distributions, of returning cash to unitholders. The program has no time limit and ARLP 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 ARLP to repurchase any dollar amount or number of units and repurchases may be commenced or suspended from time to time without prior notice.
During the three months ended March 31, 2025, we did not repurchase and retire any units. Since the 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.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.
ITEM 5.OTHER INFORMATION
During the three months ended March 31, 2025, no director or officer adopted or terminated (i) any contract, instructions or written plan for the purchase or sale of securities of the Partnership intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or (ii) any written arrangement for the purchase or sale of securities of the Partnership that meets the definition of a non-Rule 10b5-1 trading arrangement as defined in Item 408(c).
ITEM 6.EXHIBITS
Incorporated by Reference
ExhibitNumber
Exhibit Description
Form
SECFile No. andFilm No.
Exhibit
Filing Date
FiledHerewith*
3.1
Amended and Restated Certificate of Limited Partnership of Alliance Resource Partners, L.P.
8-K
000-26823
17990766
3.6
07/28/2017
3.2
Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
3.3
Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
10-K
18634634
3.9
02/23/2018
3.4
Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
18883834
06/06/2018
3.5
Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P.
S-1/A
333-78845
99669102
3.8
07/23/1999
3.7
First Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P.
10-Q
241184062
08/07/2024
Second Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P.
Third Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P.
3.10
Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P.
583595
03/29/2000
3.11
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P.
3.12
Certificate of Formation of Alliance Resource Management GP, LLC
3.13
Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC
3.14
Certificate of Formation of MGP II, LLC
3.15
Amended and Restated Operating Agreement of MGP II, LLC
4.1
Indenture, dated as of June 12, 2024, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as trustee.
241038800
06/12/2024
31.1
Certification of Joseph W. Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated May 9, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Cary P. Marshall, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated May 9, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Joseph W. Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated, May 9, 2025, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Cary P. Marshall, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated May 9, 2025, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1
Federal Mine Safety and Health Act Information
101
Interactive Data File (Form 10-Q for the quarter ended March 31, 2025 filed in Inline XBRL).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Or furnished, in the case of Exhibits 32.1 and 32.2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Tulsa, Oklahoma, on May 9, 2025.
By:
Alliance Resource Management GP, LLC
its general partner
/s/ Joseph W. Craft, III
Joseph W. Craft, III
Chairman, President and Chief Executive
Officer, duly authorized to sign on behalfof the registrant.
/s/ Megan J. Cordle
Megan J. Cordle
Vice President, Controller and
Chief Accounting Officer
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