0001086600falseALLIANCE RESOURCE PARTNERS LP00010866002023-05-022023-05-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2, 2023

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)

Commission
File No.: 0-26823

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units

ARLP

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 2, 2023, Alliance Resource Partners, L.P. (the “Partnership”) announced, via press release, its quarterly earnings and operating results for the quarter ended March 31, 2023.  A copy of the Partnership’s press release is attached hereto as Exhibit 99.1.

The information furnished in this Item 2.02 including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically referenced in any such filings.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number

 

Description

99.1

Alliance Resource Partners, L.P. press release dated May 2, 2023.

104

Cover Page Interactive Data File (formatted as inline XBRL).

2

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 hereunto duly authorized.

Alliance Resource Partners, L.P.

By:

Alliance Resource Management GP, LLC,

its general partner

By:

/s/ Joseph W. Craft III

Joseph W. Craft III

President, Chief Executive Officer

and Chairman

Date: May 2, 2023

3

Exhibit 99.1

PRESS RELEASE

Graphic

FOR IMMEDIATE RELEASE

ALLIANCE RESOURCE PARTNERS, L.P.

Reports Strong First Quarter Performance; Completes $75.1 Million Oil & Gas Mineral Interest Acquisitions; Declares Quarterly Cash Distribution of $0.70 Per Unit; and Updates 2023 Guidance

2023 Quarter Highlights

Revenue of $662.9 million, up 43.0% year-over-year
Net income of $191.2 million, or $1.45 per unit, a 402.0% increase compared to $38.1 million, or $0.28 per unit for the 2022 Quarter
EBITDA of $270.9 million, up 75.2% year-over-year
Completed $75.1 million in oil & gas mineral interest acquisitions during the 2023 Quarter
In March 2023, repurchased $26.6 million of outstanding senior notes
Repurchased and retired 860,060 common units for an aggregate purchase price of $18.2 million during the 2023 Quarter
Declared a quarterly cash distribution of $0.70 per unit, or $2.80 per unit annualized, up 100.0% compared to the 2022 Quarter

TULSA, OKLAHOMA, May 2, 2023 — Alliance Resource Partners, L.P. (NASDAQ: ARLP) ("ARLP" or the "Partnership") today reported substantial increases to financial and operating results for the quarter ended March 31, 2023 (the "2023 Quarter") compared to the quarter ended March 31, 2022 (the "2022 Quarter").  Total revenues in the 2023 Quarter increased 43.0% to $662.9 million compared to $463.4 million for the 2022 Quarter driven primarily by significantly higher coal sales price per ton, which rose by 43.6%. Increased revenues and lower income tax expense, partially offset by higher total operating expenses, led to net income for the 2023 Quarter of $191.2 million, or $1.45 per basic and diluted limited partner unit, compared to $38.1 million, or $0.28 per basic and diluted limited partner unit, for the 2022 Quarter.  EBITDA also increased 75.2% in the 2023 Quarter to $270.9 million compared to $154.6 million in the 2022 Quarter. (Unless otherwise noted, all references in the text of this release to "net income" refer to "net income attributable to ARLP." For a definition of EBITDA and related reconciliation to its comparable GAAP financial measure, please see the end of this release.)

Compared to our record setting quarter ended December 31, 2022 (the "Sequential Quarter"), total revenues decreased by 5.9% primarily as a result of lower coal sales volumes due to extraordinarily strong shipments during the Sequential Quarter and reduced oil & gas royalties revenues due to lower price realizations.  Total operating expenses decreased 6.0% to $455.6 million due primarily

Page 1 of 15


to lower coal sales volumes.  Lower revenues, partially offset by decreased total operating expenses, reduced net income to $191.2 million compared to $216.9 million in the Sequential Quarter.  EBITDA also decreased by 8.8% in the 2023 Quarter to $270.9 million compared to $296.9 million in the Sequential Quarter.

CEO Commentary

"ARLP delivered impressive results during the first quarter of 2023," commented Joseph W. Craft III, Chairman, President and Chief Executive Officer. "Relying upon a solid coal sales contract book, we were able to achieve significantly higher realized pricing per ton sold relative to the prior year. Additionally, our coal operations were able to keep our operating costs per ton in-line with the Sequential Quarter despite a difficult inflationary environment and unexpected operating challenges in the 2023 Quarter."

Mr. Craft added, "We remain optimistic our 2023 financial results will be at record levels.  Even though recent mild weather and lower natural gas prices have softened the near-term domestic utility markets, we expect export demand to be sufficient to allow us to increase sales compared to last year."

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Segment Results and Analysis

    

    

    

% Change

    

    

 

2023 First

2022 First

Quarter /

2022 Fourth

% Change

(in millions, except per ton and per BOE data)

Quarter

Quarter

Quarter

Quarter

Sequential

Coal Operations (1)

Illinois Basin Coal Operations

Tons sold

 

6.190

 

5.882

 

5.2

%  

 

6.288

 

(1.6)

%  

Coal sales price per ton sold

$

54.43

$

43.17

 

26.1

%  

 

$

57.47

 

(5.3)

%  

Segment Adjusted EBITDA Expense per ton

$

33.45

$

30.19

 

10.8

%  

 

$

37.98

 

(11.9)

%  

Segment Adjusted EBITDA

$

132.0

$

78.2

 

68.8

%  

 

$

124.4

 

6.2

%  

Appalachia Coal Operations

Tons sold

 

2.279

 

2.280

 

%  

 

 

3.021

 

(24.6)

%  

Coal sales price per ton sold

$

106.13

$

58.97

 

80.0

%  

 

$

89.41

 

18.7

%  

Segment Adjusted EBITDA Expense per ton

$

55.20

$

36.72

 

50.3

%  

 

$

42.46

 

30.0

%  

Segment Adjusted EBITDA

$

116.6

$

51.1

 

128.1

%  

 

$

148.9

 

(21.7)

%  

Total Coal Operations

Tons sold

 

8.469

 

8.162

 

3.8

%  

 

 

9.309

 

(9.0)

%  

Coal sales price per ton sold

$

68.34

$

47.58

 

43.6

%  

 

$

67.84

 

0.7

%  

Segment Adjusted EBITDA Expense per ton

$

39.66

$

32.07

 

23.7

%  

 

$

39.75

 

(0.2)

%  

Segment Adjusted EBITDA

$

245.7

$

129.0

 

90.4

%  

 

$

270.5

 

(9.2)

%  

Royalties (1)

Oil & Gas Royalties (4)

BOE sold (2)

 

0.759

 

0.544

 

39.5

%  

 

 

0.715

6.2

%  

Oil percentage of BOE

47.3

%

44.0

%

7.5

%  

44.9

%

5.3

%  

Average sales price per BOE (3)

$

45.42

$

61.35

 

(26.0)

%  

 

$

55.53

 

(18.2)

%  

Segment Adjusted EBITDA Expense

$

4.4

$

3.3

 

35.0

%  

 

$

4.6

 

(4.0)

%  

Segment Adjusted EBITDA

$

30.0

$

30.8

 

(2.6)

%  

 

$

35.3

 

(14.8)

%  

Coal Royalties

Royalty tons sold

5.057

 

5.553

 

(8.9)

%  

 

5.305

 

(4.7)

%  

Revenue per royalty ton sold

$

3.07

$

2.73

 

12.5

%  

 

$

2.68

 

14.6

%  

Segment Adjusted EBITDA Expense

$

5.4

$

4.8

 

11.8

%  

 

$

6.1

 

(11.8)

%  

Segment Adjusted EBITDA

$

10.1

$

10.3

 

(2.2)

%  

 

$

8.2

 

23.9

%  

Total Royalties (4)

Total royalty revenues

$

51.1

$

48.7

4.9

%  

$

54.1

(5.6)

%  

Segment Adjusted EBITDA Expense

$

9.8

$

8.1

 

21.2

%  

 

$

10.7

 

(8.5)

%  

Segment Adjusted EBITDA

$

40.2

$

41.2

 

(2.5)

%  

 

$

43.4

 

(7.5)

%  

Consolidated Total (4)(5)

Total revenues

$

662.9

$

463.4

43.0

%  

$

704.2

(5.9)

%  

Segment Adjusted EBITDA Expense

$

339.3

$

261.5

 

29.8

%  

 

$

375.5

 

(9.6)

%  

Segment Adjusted EBITDA

$

291.9

$

173.2

 

68.6

%  

 

$

314.9

 

(7.3)

%  


(1)For definitions of Segment Adjusted EBITDA Expense and Segment Adjusted EBITDA and related reconciliations to comparable GAAP financial measures, please see the end of this release.  Segment Adjusted EBITDA Expense per ton is defined as Segment Adjusted EBITDA Expense – Coal Operations (as reflected in the reconciliation table at the end of this release) divided by total tons sold.  During the 2023 Quarter, we redefined Total Coal Operations to reflect the activity of our wholly-owned subsidiary, Alliance Coal, LLC ("Alliance Coal"), which is the holding company for our coal mining operations.  We have retrospectively adjusted Total Coal Operations in the 2022 and Sequential Quarters to be on the same basis.
(2)Barrels of oil equivalent ("BOE") for natural gas volumes is calculated on a 6:1 basis (6,000 cubic feet of natural gas to one barrel).
(3)Average sales price per BOE is defined as oil & gas royalty revenues excluding lease bonus revenue divided by total BOE sold.
(4)Prior periods have been recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.  

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(5)Reflects total consolidated results, which include our other and corporate activities and eliminations in addition to the Illinois Basin Coal Operations, Appalachia Coal Operations, Oil & Gas Royalties and Coal Royalties reportable segments highlighted above.  

Coal Operations

ARLP's coal sales prices per ton increased significantly compared to the 2022 Quarter as improved price realizations in both the domestic and export markets drove coal sales prices higher by 26.1% and 80.0% in the Illinois Basin and Appalachia, respectively.  Compared to the Sequential Quarter, lower export prices led to a decrease of 5.3% in coal sales prices in the Illinois Basin.  In Appalachia, coal sales prices increased by 18.7% as a result of higher price realizations across all mines in the region.  Tons sold increased by 5.2% in the Illinois Basin compared to the 2022 Quarter due primarily to increased sales volumes from the Gibson South and River View mines.  Compared to the Sequential Quarter, reduced domestic sales volumes across the region resulted in 24.6% lower tons sold in Appalachia.  ARLP ended the 2023 Quarter with total coal inventory of 1.3 million tons, representing a decrease of 0.3 million tons compared to the end of the 2022 Quarter and an increase of 0.8 million tons compared to the end of the Sequential Quarter.

Segment Adjusted EBITDA Expense per ton increased by 10.8% and 50.3% in the Illinois Basin and Appalachia, respectively, compared to the 2022 Quarter, resulting from inflationary pressures on certain expense items, most notably labor-related expenses and maintenance costs, and increased sales-related expenses due to higher price realizations.  Appalachia also experienced higher per ton costs compared to the 2022 Quarter due to higher materials and supplies costs, increased longwall move days at the Tunnel Ridge mine, and reduced recoveries at the MC Mining and Mettiki operations.  Compared to the Sequential Quarter, Segment Adjusted EBITDA Expense decreased 11.9% in the Illinois Basin primarily due to increased production across the region.  In Appalachia, Segment Adjusted EBITDA Expense per ton increased 30.0% compared to the Sequential Quarter as a result of increased labor-related expenses, higher materials and maintenance costs, increased sales-related expenses due to higher price realizations, two longwall moves at Tunnel Ridge during the 2023 Quarter, and reduced recoveries across the region.

Royalties

Segment Adjusted EBITDA for the Oil & Gas Royalties segment decreased to $30.0 million in the 2023 Quarter compared to $30.8 million and $35.3 million in the 2022 and Sequential Quarters, respectively, primarily due to lower average sales prices per BOE, partially offset by higher BOE sold.  Higher BOE volumes during the 2023 Quarter resulted from increased drilling and completion activities on our interests and the acquisition of additional oil & gas mineral interests.

Segment Adjusted EBITDA for the Coal Royalties segment decreased 2.2% to $10.1 million for the 2023 Quarter compared to $10.3 million for the 2022 Quarter as a result of lower royalty tons sold and increased selling expenses, partially offset by higher average royalty rates per ton received from the Partnership's mining subsidiaries.  Compared to the Sequential Quarter, Segment Adjusted EBITDA increased 23.9% due to higher average royalty rates per ton, which increased 14.6%, partially offset by lower royalty tons.

Page 4 of 15


Balance Sheet and Liquidity

In January 2023, ARLP entered into a new $425.0 million senior secured revolving credit facility and $75.0 million term loan (the "Credit Agreement"), which will mature in March 2027, and renewed its $60.0 million accounts receivable securitization facility. The Credit Agreement replaced the previous credit agreement, which was set to mature in March 2024.

During the 2023 Quarter, ARLP purchased $26.6 million of its $400 million senior notes due May 1, 2025.  As of March 31, 2023, total debt and finance leases outstanding were $472.2 million, including $373.4 million in ARLP's 2025 senior notes. The Partnership's total and net leverage ratio was 0.44 times and 0.19 times, respectively, as of March 31, 2023. ARLP ended the 2023 Quarter with total liquidity of $703.6 million, which included $271.3 million of cash and cash equivalents and $432.3 million of borrowings available under its revolving credit and accounts receivable securitization facilities.

Unit Repurchase Program

ARLP repurchased and retired 860,060 units at an average unit price of $21.15 for an aggregate purchase price of $18.2 million during the 2023 Quarter under its recently expanded unit repurchase program.  ARLP has $81.8 million of available capacity under the program as of the end of the 2023 Quarter.  The unit repurchase 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 its units and repurchases may be commenced or suspended from time to time without prior notice.

Distributions

As previously announced on April 28, 2023, the Board of Directors of ARLP's general partner (the "Board") approved a cash distribution to unitholders for the 2023 Quarter of $0.70 per unit (an annualized rate of $2.80 per unit), payable on May 15, 2023, to all unitholders of record as of the close of trading on May 8, 2023. The announced distribution represents a 100.0% increase over the cash distribution of $0.35 per unit for the 2022 Quarter and is consistent with the Sequential Quarter cash distribution.

2023 Quarter Acquisitions of Oil & Gas Royalties

On February 22, 2023, ARLP closed on the previously announced acquisition of mineral interests in approximately 2,682 oil & gas net royalty acres in the Delaware Basin for $72.3 million (the "JC Resources Acquisition"), which was funded with cash on hand.  During the 2023 Quarter, ARLP also separately purchased mineral interests in the Permian Basin for $2.8 million.  

Outlook

"Our contracted coal sales book positions us well to deliver strong results for 2023 despite natural gas prices being materially below what we projected at the beginning of the year," commented Mr. Craft.  "Entering the summer peak demand months, we continue to have a small, uncontracted tonnage position that we plan to sell into international markets for delivery in the second half of this

Page 5 of 15


year. We also expect several domestic customers will be actively seeking sizeable commitments for coal to be delivered in 2024 and 2025."

Mr. Craft added, "OPEC's recent decision to reduce supply is expected to favorably impact oil pricing compared to the 2023 Quarter, which should benefit our Oil & Gas Royalties segment where we have increased our full year 2023 oil & gas volume guidance. While lower natural gas prices also impact our royalty revenue, it is important to note that our trailing three-month cash flow by product consisted of 75% oil, 10% NGL, and 15% natural gas."

ARLP is providing the following updated guidance for the 2023 full year:

2023 Full Year Guidance

Coal Operations

Volumes (Million Short Tons)

Illinois Basin Sales Tons

25.5 — 27.0

Appalachia Sales Tons

10.5 — 11.0

Total Sales Tons

36.0 — 38.0

Committed & Priced Sales Tons

2023 — Domestic/Export/Total

30.1/4.2/34.3

2024 — Domestic/Export/Total

22.4/1.0/23.4

Per Ton Estimates

Coal Sales Price per ton sold (1)

$65.00 — $67.00

Segment Adjusted EBITDA Expense per ton sold (2)

$39.00 — $42.00

Royalties

Oil & Gas Royalties

Oil (000 Barrels)

1,400 — 1,500

Natural gas (000 MCF)

4,750 — 5,250

Liquids (000 Barrels)

565 — 615

Segment Adjusted EBITDA Expense (% of Oil & Gas Royalties Revenue)

~ 11.0%

Coal Royalties

Royalty tons sold (Million Short Tons)

20.4 — 22.6

Revenue per royalty ton sold

$3.00 — $3.20

Segment Adjusted EBITDA Expense per royalty ton sold

$1.00 — $1.10

Consolidated (Millions)

Depreciation, depletion and amortization

$290 — $310

General and administrative

$90 — $95

Net interest expense

$31 — $32

Income tax expense

$22 — $24

Total capital expenditures

$400 — $460

Growth capital expenditures

$50 — $60

Maintenance capital expenditures

$350 — $400

Acquisition of oil & gas royalties (3)

$100 — $110


(1)Sales price per ton is defined as total coal sales revenue divided by total tons sold.
(2)Segment Adjusted EBITDA Expense is defined as operating expenses, coal purchases and other expenses.
(3)Acquisition of oil & gas royalties reflects the $72.3 million acquisition from JC Resources LP plus anticipated ground game acquisitions.

Page 6 of 15


Conference Call

A conference call regarding ARLP's 2023 Quarter financial results is scheduled for today at 11:00 a.m. Eastern.  To participate in the conference call, dial (877) 407-0784 and request to be connected to the Alliance Resource Partners, L.P. earnings conference call.  International callers should dial (201) 689-8560 and request to be connected to the same call.  Investors may also listen to the call via the "investor relations" section of ARLP's website at www.arlp.com.

An audio replay of the conference call will be available for approximately one week.  To access the audio replay, dial U.S. Toll Free (844) 512-2921; International Toll (412) 317-6671 and request to be connected to replay using access code 13737890.

About Alliance Resource Partners, L.P.

ARLP is a diversified energy company that is currently the largest coal producer in the eastern United States, supplying reliable, affordable energy domestically and internationally to major utilities, metallurgical and industrial users.  ARLP also generates operating and royalty income from mineral interests it owns in strategic coal and oil & gas producing regions in the United States. In addition, ARLP is evolving and positioning itself as a reliable energy partner for the future by pursuing opportunities that support the advancement of energy and related infrastructure.

News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission ("SEC"), are available at www.arlp.com.  For more information, contact the investor relations department of ARLP at (918) 295-7673 or via e-mail at investorrelations@arlp.com.

Investor Relations Contact

Cary P. Marshall

Senior Vice President and Chief Financial Officer

918-295-7673

investorrelations@arlp.com

***

The statements and projections used throughout this release are based on current expectations.  These statements and projections are forward-looking, and actual results may differ materially.  These projections do not include the potential impact of any mergers, acquisitions or other business combinations that may occur after the date of this release.  We have included more information below regarding business risks that could affect our results.

FORWARD-LOOKING STATEMENTS:  With the exception of historical matters, any matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results.  Those forward-looking statements include expectations with respect to our future financial performance, coal and oil & gas consumption and expected future prices, our ability to increase unitholder distributions in future quarters, business plans and potential growth with respect to our energy and infrastructure transition investments, optimizing cash flows,

Page 7 of 15


reducing operating and capital expenditures, preserving liquidity and maintaining financial flexibility, and our future repurchases of units and senior notes, among others.   These risks to our ability to achieve these outcomes include, but are not limited to, the following: decline in the coal industry's share of electricity generation, including as a result of environmental concerns related to coal mining and combustion and the cost and perceived benefits of other sources of electricity and fuels, such as oil & gas, nuclear energy, and renewable fuels; changes in macroeconomic and market conditions and market volatility, and the impact of such changes and volatility on our financial position; changes in global economic and geo-political conditions or changes in industries in which our customers operate; changes in commodity prices, demand and availability which could affect our operating results and cash flows; the outcome or escalation of current hostilities in Ukraine; the severity, magnitude, and duration of any future pandemics and impacts of the pandemic and of businesses' and governments' responses to the pandemic on our operations and personnel, and on demand for coal, oil, and natural gas, the financial condition of our customers and suppliers, available liquidity and capital sources and broader economic disruptions; actions of the major oil-producing countries with respect to oil production volumes and prices could have direct and indirect impacts over the near and long term on oil & gas exploration and production operations at the properties in which we hold mineral interests; changes in competition in domestic and international coal markets and our ability to respond to such changes; potential shut-ins of production by operators of the properties in which we hold oil & gas mineral interests due to low commodity prices or the lack of downstream demand or storage capacity; risks associated with the expansion of our operations and properties; our ability to identify and complete acquisitions and to successfully integrate such acquisitions into our business and achieve the anticipated benefits therefrom; our ability to identify and invest in new energy and infrastructure transition ventures; the success of our development plans for our wholly owned subsidiary, Matrix Design Group, LLC, and our investments in emerging infrastructure and technology companies; dependence on significant customer contracts, including renewing existing contracts upon expiration; adjustments made in price, volume, or terms to existing coal supply agreements; the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; the effects of and changes in taxes or tariffs and other trade measures adopted by the United States and foreign governments; legislation, regulations, and court decisions and interpretations thereof, both domestic and foreign, including those relating to the environment and the release of greenhouse gases, mining, miner health and safety, hydraulic fracturing, and health care; deregulation of the electric utility industry or the effects of any adverse change in the coal industry, electric utility industry, or general economic conditions; investors' and other stakeholders' increasing attention to environmental, social and governance matters; liquidity constraints, including those resulting from any future unavailability of financing; customer bankruptcies, cancellations or breaches to existing contracts, or other failures to perform; customer delays, failure to take coal under contracts or defaults in making payments; our productivity levels and margins earned on our coal sales; disruptions to oil & gas exploration and production operations at the properties in which we hold mineral interests; changes in equipment, raw material, service or labor costs or availability, including due to inflationary pressures; changes in our ability to recruit, hire and maintain labor; our ability to maintain satisfactory relations with our employees; increases in labor costs including costs of health insurance and taxes resulting from the Affordable Care Act, adverse changes in work rules, or cash payments or projections associated with workers' compensation claims; increases in transportation costs and risk of transportation delays or interruptions; operational interruptions due to geologic, permitting, labor, weather, supply chain shortage of equipment

Page 8 of 15


or mine supplies, or other factors; risks associated with major mine-related accidents, mine fires, mine floods or other interruptions; results of litigation, including claims not yet asserted; foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad; difficulty maintaining our surety bonds for mine reclamation as well as workers' compensation and black lung benefits; difficulty in making accurate assumptions and projections regarding post-mine reclamation as well as pension, black lung benefits, and other post-retirement benefit liabilities; uncertainties in estimating and replacing our coal mineral reserves and resources; uncertainties in estimating and replacing our oil & gas reserves; uncertainties in the amount of oil & gas production due to the level of drilling and completion activity by the operators of our oil & gas properties; uncertainties in the future of the electric vehicle industry and the market for EV charging stations; the impact of current and potential changes to federal or state tax rules and regulations, including a loss or reduction of benefits from certain tax deductions and credits; difficulty obtaining commercial property insurance, and risks associated with our participation in the commercial insurance property program; evolving cybersecurity risks, such as those involving unauthorized access, denial-of-service attacks, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks, ransomware, malware, social engineering, physical breaches, or other actions; and difficulty in making accurate assumptions and projections regarding future revenues and costs associated with equity investments in companies we do not control.

Additional information concerning these, and other factors can be found in ARLP's public periodic filings with the SEC, including ARLP's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023.  Except as required by applicable securities laws, ARLP does not intend to update its forward-looking statements.

Page 9 of 15


ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OPERATING DATA

(In thousands, except unit and per unit data)

(Unaudited)

Three Months Ended

March 31, 

    

2023

    

2022*

    

Tons Sold

8,469

8,162

Tons Produced

9,244

9,178

Mineral Interest Volumes (BOE)

759

544

SALES AND OPERATING REVENUES:

Coal sales

$

578,784

$

388,360

Oil & gas royalties

34,497

33,396

Transportation revenues

 

30,238

 

29,372

Other revenues

 

19,403

 

12,294

Total revenues

 

662,922

 

463,422

EXPENSES:

Operating expenses (excluding depreciation, depletion and amortization)

 

338,723

 

262,023

Transportation expenses

 

30,238

 

29,372

General and administrative

 

21,085

 

18,622

Depreciation, depletion and amortization

 

65,550

 

64,140

Total operating expenses

 

455,596

 

374,157

INCOME FROM OPERATIONS

 

207,326

 

89,265

Interest expense, net

 

(12,676)

 

(9,662)

Interest income

 

2,790

 

35

Equity method investment income

 

52

 

883

Other income (expense)

 

(573)

 

567

INCOME BEFORE INCOME TAXES

 

196,919

 

81,088

INCOME TAX EXPENSE

 

4,241

 

42,715

NET INCOME

192,678

38,373

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

(1,493)

(290)

NET INCOME ATTRIBUTABLE TO ARLP

$

191,185

$

38,083

NET INCOME ATTRIBUTABLE TO ARLP

GENERAL PARTNER

$

1,384

$

1,431

LIMITED PARTNERS

$

189,801

$

36,652

EARNINGS PER LIMITED PARTNER UNIT - BASIC AND DILUTED

$

1.45

$

0.28

WEIGHTED-AVERAGE NUMBER OF UNITS OUTSTANDING – BASIC AND DILUTED

 

127,289,340

 

127,195,219

* Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.

Page 10 of 15


ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

March 31, 

December 31, 

2023

    

2022*

ASSETS

    

 

CURRENT ASSETS:

Cash and cash equivalents

$

271,250

$

296,023

Trade receivables

 

266,334

 

241,412

Other receivables

 

9,892

 

8,601

Inventories, net

 

108,648

 

77,326

Advance royalties

 

5,824

 

7,556

Prepaid expenses and other assets

    

 

19,330

    

 

26,675

Total current assets

 

681,278

 

657,593

PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment, at cost

 

4,018,071

 

3,931,422

Less accumulated depreciation, depletion and amortization

 

(2,108,819)

 

(2,050,754)

Total property, plant and equipment, net

 

1,909,252

 

1,880,668

OTHER ASSETS:

Advance royalties

 

75,331

 

67,713

Equity method investments

 

48,949

 

49,371

Equity securities

42,000

 

42,000

Operating lease right-of-use assets

15,944

14,950

Other long-term assets

 

14,995

 

15,726

Total other assets

 

197,219

 

189,760

TOTAL ASSETS

$

2,787,749

$

2,728,021

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:

Accounts payable

$

115,106

$

95,122

Accrued taxes other than income taxes

 

23,554

 

22,967

Accrued payroll and related expenses

 

33,772

 

39,623

Accrued interest

 

13,002

 

5,000

Workers' compensation and pneumoconiosis benefits

 

14,098

 

14,099

Other current liabilities

 

51,706

 

53,790

Current maturities, long-term debt, net

 

22,224

 

24,970

Total current liabilities

 

273,462

 

255,571

LONG-TERM LIABILITIES:

Long-term debt, excluding current maturities, net

 

436,659

 

397,203

Pneumoconiosis benefits

 

100,825

 

100,089

Accrued pension benefit

 

12,250

 

12,553

Workers' compensation

 

40,117

 

39,551

Asset retirement obligations

 

143,010

 

142,254

Long-term operating lease obligations

 

13,424

 

12,132

Deferred income tax liabilities

 

35,583

 

35,814

Other liabilities

 

25,258

 

24,828

Total long-term liabilities

 

807,126

 

764,424

Total liabilities

 

1,080,588

 

1,019,995

COMMITMENTS AND CONTINGENCIES

PARTNERS' CAPITAL:

ARLP Partners' Capital:

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

 

1,721,938

 

1,656,025

General Partner's interest

 

 

66,548

Accumulated other comprehensive loss

 

(40,489)

 

(41,054)

Total ARLP Partners' Capital

 

1,681,449

 

1,681,519

Noncontrolling interest

25,712

26,507

Total Partners' Capital

1,707,161

1,708,026

TOTAL LIABILITIES AND PARTNERS' CAPITAL

$

2,787,749

$

2,728,021

* Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.

Page 11 of 15


ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended

March 31, 

2023

    

2022*

CASH FLOWS FROM OPERATING ACTIVITIES

$

223,259

$

90,626

CASH FLOWS FROM INVESTING ACTIVITIES:

Property, plant and equipment:

Capital expenditures

(95,474)

(59,153)

Change in accounts payable and accrued liabilities

12,110

13,551

Proceeds from sale of property, plant and equipment

 

2,395

928

Contributions to equity method investments

(540)

JC Resources acquisition

(64,999)

Oil & gas reserve acquisition

(2,800)

Other

589

(851)

Net cash used in investing activities

(148,719)

(45,525)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on equipment financings

(3,759)

(4,472)

Borrowing under long-term debt

75,000

Payments on long-term debt

(26,633)

Payments on finance lease obligations

(278)

(203)

Payment of debt issuance costs

(11,653)

Payments for purchases of units under unit repurchase program

(18,209)

Payments for tax withholdings related to settlements under deferred compensation plans

(9,320)

Excess purchase price over the contributed basis from JC Resources acquisition

(7,251)

Cash retained by JC Resources in acquisition

(2,933)

(1,590)

Distributions paid to Partners

(91,938)

(32,750)

Other

(2,339)

(298)

Net cash used in financing activities

(99,313)

(39,313)

NET CHANGE IN CASH AND CASH EQUIVALENTS

(24,773)

5,788

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

296,023

122,403

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

271,250

$

128,191

* Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.

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Reconciliation of Non-GAAP Financial Measures

Reconciliation of GAAP "net income attributable to ARLP" to non-GAAP "EBITDA" and "Distributable Cash Flow" (in thousands).

EBITDA is defined as net income attributable to ARLP before net interest expense, income taxes and depreciation, depletion and amortization.  Distributable cash flow ("DCF") is defined as EBITDA excluding interest expense (before capitalized interest), interest income, income taxes and estimated maintenance capital expenditures.  Distribution coverage ratio ("DCR") is defined as DCF divided by distributions paid to partners.  

Management believes that the presentation of such additional financial measures provides useful information to investors regarding our performance and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation and planning decisions and (iii) present measurements that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations.

EBITDA, DCF and DCR should not be considered as alternatives to net income attributable to ARLP, net income, income from operations, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP.  EBITDA and DCF are not intended to represent cash flow and do not represent the measure of cash available for distribution.  Our method of computing EBITDA, DCF and DCR may not be the same method used to compute similar measures reported by other companies, or EBITDA, DCF and DCR may be computed differently by us in different contexts (i.e., public reporting versus computation under financing agreements).

Three Months Ended

Three Months Ended

 

March 31, 

December 31, 

 

    

2023

    

2022 (1)

    

2022 (1)

 

Net income attributable to ARLP

$

191,185

$

38,083

$

216,881

Depreciation, depletion and amortization

 

65,550

 

64,140

 

74,171

Interest expense, net

 

11,293

 

9,697

 

7,963

Capitalized interest

 

(1,407)

 

(70)

 

(417)

Income tax expense (benefit)

 

4,241

 

42,715

 

(1,668)

EBITDA

 

270,862

 

154,565

 

296,930

Interest expense, net

 

(11,293)

 

(9,697)

 

(7,963)

Income tax (expense) benefit

 

(4,241)

 

(42,715)

 

1,668

Deferred income tax expense (benefit) (2)

(372)

37,294

(2,473)

Estimated maintenance capital expenditures (3)

 

(65,170)

 

(51,947)

 

(47,731)

Distributable Cash Flow

$

189,786

$

87,500

$

240,431

Distributions paid to partners

$

91,938

$

32,750

$

65,449

Distribution Coverage Ratio

 

2.06

 

2.67

 

3.67


(1)Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.
(2)Deferred income tax expense (benefit) is the amount of income tax expense (benefit) during the period on temporary differences between the tax basis and financial reporting basis of recorded assets and liabilities.  These

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differences generally arise in one period and reverse in subsequent periods to eventually offset each other and do not impact the amount of distributable cash flow available to be paid to partners.
(3)Maintenance capital expenditures are those capital expenditures required to maintain, over the long-term, the existing infrastructure of our coal assets.  We estimate maintenance capital expenditures on an annual basis based upon a five-year planning horizon.  For the 2023 planning horizon, average annual estimated maintenance capital expenditures are assumed to be $7.05 per ton produced compared to an estimated $5.66 per ton produced in 2022. Our actual maintenance capital expenditures fluctuate depending on various factors, including maintenance schedules and timing of capital projects, among others.

Reconciliation of GAAP "Cash flows from operating activities" to non-GAAP "Free cash flow" (in thousands).

Free cash flow is defined as cash flows from operating activities less capital expenditures and the change in accounts payable and accrued liabilities from purchases of property plant and equipment.  Free cash flow should not be considered as an alternative to cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP.  Our method of computing free cash flow may not be the same method used by other companies.  Free cash flow is a supplemental liquidity measure used by our management to assess our ability to generate excess cash flow from our operations.

Three Months Ended

Three Months Ended

 

March 31, 

December 31, 

 

    

2023

    

2022 (1)

    

2022 (1)

 

Cash flows from operating activities

$

223,259

$

90,626

$

246,143

Capital expenditures

(95,474)

(59,153)

(65,108)

Change in accounts payable and accrued liabilities

12,110

13,551

(3,544)

Free cash flow

$

139,895

$

45,024

$

177,491

(1)Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.

Reconciliation of GAAP "Operating Expenses" to non-GAAP "Segment Adjusted EBITDA Expense" and Reconciliation of non-GAAP " EBITDA" to "Segment Adjusted EBITDA" (in thousands).

Segment Adjusted EBITDA Expense includes operating expenses, coal purchases, if applicable, and other income or expense.  Transportation expenses are excluded as these expenses are passed on to our customers and, consequently, we do not realize any margin 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 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.  Segment Adjusted EBITDA Expense – Coal Operations represents Segment Adjusted EBITDA Expense from our wholly-owned subsidiary, Alliance Coal, which holds our coal mining operations and related support activities.

Page 14 of 15


Three Months Ended

Three Months Ended

 

March 31, 

December 31, 

 

    

2023

    

2022 (1)

    

2022 (1)

 

Operating expense

$

338,723

$

262,023

$

378,515

Other expense (income)

 

573

 

(567)

 

(3,016)

Segment Adjusted EBITDA Expense

339,296

261,456

375,499

Segment Adjusted EBITDA Expense – Non Coal Operations (2)

(3,420)

286

(5,452)

Segment Adjusted EBITDA Expense – Coal Operations

$

335,876

$

261,742

$

370,047


(1)Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.
(2)Non Coal Operations represent activity outside of Alliance Coal and primarily consist of Total Royalties, our investments in the advancement of energy and related infrastructure and various eliminations primarily between Alliance Coal and our Coal Royalty segment.

Segment Adjusted EBITDA is defined as net income attributable to ARLP before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and settlement gains.  Segment Adjusted EBITDA – Coal Operations represents Segment Adjusted EBITDA from our wholly-owned subsidiary, Alliance Coal, which holds our coal mining operations and related support activities and allows management to focus primarily on the operating performance of our Illinois Basin and Appalachia segments.

Three Months Ended

Three Months Ended

 

March 31, 

December 31, 

 

    

2023

    

2022 (1)

    

2022 (1)

 

EBITDA (See reconciliation to GAAP above)

$

270,862

$

154,565

$

296,930

General and administrative

 

21,085

 

18,622

 

17,963

Segment Adjusted EBITDA

291,947

173,187

314,893

Segment Adjusted EBITDA – Non Coal Operations (2)

(46,273)

(44,182)

(44,428)

Segment Adjusted EBITDA – Coal Operations

$

245,674

$

129,005

$

270,465


(1)Recast to reflect the JC Resources Acquisition as though we, rather than JC Resources, acquired the mineral interests in 2019.
(2)Non Coal Operations represent activity outside of Alliance Coal and primarily consist of Total Royalties, our investments in the advancement of energy and related infrastructure and various eliminations primarily between Alliance Coal and our Coal Royalty segment.

Page 15 of 15