Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | ALLIANCE RESOURCE PARTNERS LP | |
Entity Central Index Key | 1,086,600 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Units Outstanding | 130,903,256 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 28,764 | $ 6,756 |
Trade receivables | 157,798 | 181,671 |
Other receivables | 229 | 146 |
Due from affiliates | 669 | 165 |
Inventories, net | 83,944 | 60,275 |
Advance royalties, net | 2,856 | 4,510 |
Prepaid expenses and other assets | 19,846 | 28,117 |
Total current assets | 294,106 | 281,640 |
PROPERTY, PLANT AND EQUIPMENT: | ||
Property, plant and equipment, at cost | 2,983,666 | 2,934,188 |
Less accumulated depreciation, depletion and amortization | (1,520,732) | (1,457,532) |
Total property, plant and equipment, net | 1,462,934 | 1,476,656 |
OTHER ASSETS: | ||
Advance royalties, net | 50,800 | 39,660 |
Equity method investments | 158,669 | 147,964 |
Equity securities | 110,122 | 106,398 |
Goodwill | 136,399 | 136,399 |
Other long-term assets | 30,384 | 30,654 |
Total other assets | 486,374 | 461,075 |
TOTAL ASSETS | 2,243,414 | 2,219,371 |
CURRENT LIABILITIES: | ||
Accounts payable | 92,745 | 96,958 |
Due to affiliates | 771 | |
Accrued taxes other than income taxes | 20,270 | 20,336 |
Accrued payroll and related expenses | 34,530 | 35,751 |
Accrued interest | 12,499 | 5,005 |
Workers' compensation and pneumoconiosis benefits | 10,769 | 10,729 |
Current capital lease obligations | 28,948 | 28,613 |
Other current liabilities | 16,732 | 19,071 |
Current maturities, long-term debt, net | 40,000 | 72,400 |
Total current liabilities | 256,493 | 289,634 |
LONG-TERM LIABILITIES: | ||
Long-term debt, excluding current maturities, net | 386,703 | 415,937 |
Pneumoconiosis benefits | 72,509 | 71,875 |
Accrued pension benefit | 42,906 | 45,317 |
Workers' compensation | 46,861 | 46,694 |
Asset retirement obligations | 126,287 | 126,750 |
Long-term capital lease obligations | 50,634 | 57,091 |
Other liabilities | 20,055 | 14,587 |
Total long-term liabilities | 745,955 | 778,251 |
Total liabilities | 1,002,448 | 1,067,885 |
Alliance Resource Partners, L.P. ("ARLP") Partners' Capital: | ||
Limited Partners - Common Unitholders 130,903,256 and 130,704,217 units outstanding, respectively | 1,270,769 | 1,183,219 |
General Partner's interest | 15,786 | 14,859 |
Accumulated other comprehensive loss | (50,923) | (51,940) |
Total ARLP Partners' Capital | 1,235,632 | 1,146,138 |
Noncontrolling interest | 5,334 | 5,348 |
Total Partners' Capital | 1,240,966 | 1,151,486 |
TOTAL LIABILITIES AND PARTNERS' CAPITAL | $ 2,243,414 | $ 2,219,371 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common units outstanding | 130,903,256 | 130,704,217 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SALES AND OPERATING REVENUES: | ||
Revenues | $ 457,122 | $ 461,080 |
EXPENSES: | ||
Operating expenses (excluding depreciation, depletion and amortization) | 277,238 | 262,027 |
Outside coal purchases | 1,374 | |
General and administrative | 16,651 | 16,033 |
Depreciation, depletion and amortization | 61,848 | 65,127 |
Settlement gain | (80,000) | |
Total operating expenses | 296,896 | 352,783 |
INCOME FROM OPERATIONS | 160,226 | 108,297 |
Interest expense (net of interest capitalized for the three months ended March 31, 2018 and 2017 of $265 and $81, respectively) | (10,858) | (7,516) |
Interest income | 65 | 24 |
Equity method investment income | 3,736 | 3,700 |
Equity securities income | 3,724 | |
Other (expense) income | (847) | 533 |
INCOME BEFORE INCOME TAXES | 156,046 | 105,038 |
INCOME TAX BENEFIT | (10) | (12) |
NET INCOME | 156,056 | 105,050 |
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | (148) | (148) |
NET INCOME ATTRIBUTABLE TO ALLIANCE RESOURCE PARTNERS, L.P. ("NET INCOME OF ARLP") | 155,908 | 104,902 |
GENERAL PARTNERS' INTEREST IN NET INCOME OF ARLP | 1,560 | 20,146 |
LIMITED PARTNERS' INTEREST IN NET INCOME OF ARLP | $ 154,348 | $ 84,756 |
BASIC NET INCOME OF ARLP PER LIMITED PARTNER UNIT (in dollars per unit) | $ 1.16 | $ 1.10 |
DILUTED NET INCOME OF ARLP PER LIMITED PARTNER UNIT (in dollars per unit) | 1.16 | 1.10 |
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT (in dollars per unit) | $ 0.5100 | $ 0.4375 |
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING - BASIC (in units) | 130,819,217 | 74,503,298 |
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING - DILUTED (in units) | 130,819,217 | 74,503,298 |
Coal | ||
SALES AND OPERATING REVENUES: | ||
Revenues | $ 423,610 | $ 438,744 |
EXPENSES: | ||
Operating expenses (excluding depreciation, depletion and amortization) | 277,238 | 262,027 |
Transportation revenues | ||
SALES AND OPERATING REVENUES: | ||
Revenues | 19,785 | 9,596 |
EXPENSES: | ||
Operating expenses (excluding depreciation, depletion and amortization) | 19,785 | 9,596 |
Other sales and operating revenues | ||
SALES AND OPERATING REVENUES: | ||
Revenues | $ 13,727 | $ 12,740 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||
Interest expense, interest capitalized | $ 265 | $ 81 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
NET INCOME | $ 156,056 | $ 105,050 | |
OTHER COMPREHENSIVE INCOME/(LOSS): | |||
OTHER COMPREHENSIVE INCOME (LOSS) | 1,017 | 253 | |
COMPREHENSIVE INCOME | 157,073 | 105,303 | |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (148) | (148) | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO ARLP | 156,925 | 105,155 | |
Defined benefit pension plan | |||
OTHER COMPREHENSIVE INCOME/(LOSS): | |||
Amortization of prior service cost (1) | [1] | 47 | 47 |
Amortization of net actuarial loss (gain) (1) | [1] | 969 | 773 |
Total adjustments | 1,016 | 820 | |
Pneumoconiosis benefits | |||
OTHER COMPREHENSIVE INCOME/(LOSS): | |||
Amortization of net actuarial loss (gain) (1) | [1] | 1 | (567) |
Total adjustments | $ 1 | $ (567) | |
[1] | Amortization of prior service cost and net actuarial gain or loss is included in the computation of net periodic benefit cost (see Notes 11 and 13 for additional details). |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
CASH FLOWS FROM OPERATING ACTIVITIES | $ 224,178 | $ 177,011 |
Property, plant and equipment: | ||
Capital expenditures | (51,525) | (30,346) |
Increase (decrease) in accounts payable and accrued liabilities | (15) | 2,144 |
Proceeds from sale of property, plant and equipment | 7 | 453 |
Contributions to equity method investments | (11,400) | (9,287) |
Distributions received from investments in excess of cumulative earnings | 736 | 1,191 |
Net cash used in investing activities | (62,197) | (35,845) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under securitization facility | 37,600 | |
Payments under securitization facility | (70,000) | |
Borrowings under revolving credit facilities | 70,000 | |
Payments under revolving credit facilities | (100,000) | (25,000) |
Payments on capital lease obligations | (6,974) | (6,678) |
Payment of debt issuance costs | (6,664) | |
Contributions to consolidated company from affiliate noncontrolling interest | 251 | |
Net settlement of withholding taxes on issuance of units in deferred compensation plans | (2,081) | (2,988) |
Cash contributions by General Partners | 41 | 905 |
Distributions paid to Partners | (68,396) | (53,224) |
Other | (163) | (190) |
Net cash used in financing activities | (139,973) | (93,588) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 22,008 | 47,578 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 6,756 | 39,782 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 28,764 | 87,360 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 2,995 | 4,708 |
NON-CASH INVESTING AND FINANCING ACTIVITY: | ||
Accounts payable for purchase of property, plant and equipment | 15,621 | 10,376 |
Assets acquired by capital lease | 835 | |
Market value of common units issued under deferred compensation plans before tax withholding requirements | $ 6,142 | $ 8,149 |
ORGANIZATION AND PRESENTATION
ORGANIZATION AND PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND PRESENTATION | |
ORGANIZATION AND PRESENTATION | 1. Significant Relationships Referenced in Notes to Condensed Consolidated Financial Statements · References to "we," "us," "our" or "ARLP Partnership" mean the business and operations of Alliance Resource Partners, L.P., the parent company, as well as its consolidated subsidiaries. · References to "ARLP" mean Alliance Resource Partners, L.P., individually as the parent company, and not on a consolidated basis. · References to "MGP" mean Alliance Resource Management GP, LLC, ARLP's sole general partner and, prior to the Exchange Transaction discussed below, its managing general partner. · References to "SGP" mean Alliance Resource GP, LLC, ARLP's special general partner prior to the Exchange Transaction discussed below. · References to "Intermediate Partnership" mean Alliance Resource Operating Partners, L.P., the intermediate partnership of Alliance Resource Partners, L.P. · References to "Alliance Resource Properties" mean Alliance Resource Properties, LLC, the land-holding company for the mining operations of Alliance Resource Operating Partners, L.P. · References to "Alliance Coal" mean Alliance Coal, LLC, the holding company for the mining operations of Alliance Resource Operating Partners, L.P. · References to "AHGP" mean Alliance Holdings GP, L.P., individually as the parent company, and not on a consolidated basis. · References to "AGP" mean Alliance GP, LLC, the general partner of Alliance Holdings GP, L.P. 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 to acquire, upon completion of ARLP's initial public offering on August 19, 1999, certain coal production and marketing assets of Alliance Resource Holdings, Inc., a Delaware corporation ("ARH"), consisting of substantially all of ARH's operating subsidiaries, but excluding ARH. ARH is owned by Joseph W. Craft III, the President and Chief Executive Officer and a Director of MGP, and Kathleen S. Craft. SGP, a Delaware limited liability company, is owned by ARH. SGP owns 20,641,168 common units of AHGP's 59,863,000 outstanding common units, 7,181 common units of ARLP and, prior to the Exchange Transaction discussed below, owned a 0.01% special general partner interest in both ARLP and the Intermediate Partnership. We are managed by MGP, a Delaware limited liability company and the sole general partner of ARLP. MGP holds a non-economic general partner interest in ARLP, a 1.0001% managing general partner interest in the Intermediate Partnership and a 0.001% managing member interest in Alliance Coal. AHGP is a Delaware limited partnership that was formed to become the owner and controlling member of MGP. AHGP completed its initial public offering on May 15, 2006. AHGP owns directly and indirectly 87,188,338 common units of ARLP's 130,903,256 outstanding common units. AHGP indirectly owns 100% of the members' interest of MGP. ARLP and its consolidated subsidiaries represent virtually all the net assets and operations of AHGP. See discussions below regarding MGP's and AHGP's change of ownership in ARLP effective with the Exchange Transaction on July 28, 2017. Exchange Transaction In 2017, the board of directors of our general partner and its conflicts committee unanimously approved a transaction to simplify our partnership structure and on July 28, 2017, MGP contributed to ARLP all of its incentive distribution rights ("IDRs") and its 0.99% managing general partner interest in ARLP in exchange for 56,100,000 ARLP common units and a non-economic general partner interest in ARLP. In conjunction with this transaction and on the same economic basis as MGP, SGP also contributed to ARLP its 0.01% general partner interests in both ARLP and the Intermediate Partnership in exchange for 7,181 ARLP common units (collectively the "Exchange Transaction"). In connection with the Exchange Transaction, ARLP amended its partnership agreement to reflect, among other things, cancellation of the IDRs and the economic general partner interest in ARLP and issuance of a non-economic general partner interest to MGP. MGP is the sole general partner of ARLP following the Exchange Transaction, and no control, management or governance changes otherwise occurred. Simultaneously with the Exchange Transaction discussed above, MGP became a wholly owned subsidiary of MGP II, LLC ("MGP II") which is directly and indirectly 100% owned by AHGP and was created in connection with the Exchange Transaction. As of March 31, 2018, MGP II held the 56,100,000 ARLP common units discussed above. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present the consolidated financial position as of March 31, 2018 and December 31, 2017 and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2018 and 2017 of ARLP, the Intermediate Partnership (a subsidiary of ARLP and a variable interest entity of which ARLP is the primary beneficiary), Alliance Coal (a subsidiary of the Intermediate Partnership and a variable interest entity of which the Intermediate Partnership is the primary beneficiary) and other directly and indirectly wholly and majority owned subsidiaries of the Intermediate Partnership and Alliance Coal. The Intermediate Partnership, Alliance Coal and their wholly and majority owned subsidiaries represent virtually all the net assets of the ARLP Partnership. MGP's interests in both Alliance Coal and the Intermediate Partnership are reported as part of the general partner interest in the ARLP Partnership. For the periods presented prior to the Exchange Transaction, MGP's managing general partner interest and IDRs in ARLP and the SGP's special general partner interests in ARLP and the Intermediate Partnership are also reported as part of the general partner interest in the ARLP Partnership. All intercompany transactions and accounts have been eliminated. See Note 7 – Variable Interest Entities for more information regarding ARLP's consolidation of the Intermediate Partnership and Alliance Coal. See Note 10 – Net Income of ARLP Per Limited Partner Unit for more information regarding allocations to the limited and general partner interests. These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these 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, 2018. 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 of 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, 2017. 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. Investments Our investments and ownership interests in equity securities without readily determinable fair values in entities in which we do not have a controlling financial interest or significant influence are accounted for using a measurement alternative other than fair value which is historical cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same entity. Distributions received on those investments are recorded as income unless those distributions are considered a return on investment in which case the historical cost is reduced. We account for our ownership interests in Kodiak Gas Services, LLC ("Kodiak") as equity securities without readily determinable fair values. See Note 8 – Investments for further discussion of this investment. Our investments and ownership interests in entities in which we do not have a controlling financial interest are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the entity. Investments accounted for under the equity method are initially recorded at cost, and the difference between the basis of our investment and the underlying equity in the net assets of the joint venture at the investment date, if any, is amortized over the lives of the related assets that gave rise to the difference. Our equity method investments include AllDale Minerals, LP ("AllDale I"), and AllDale Minerals II, LP ("AllDale II") (collectively "AllDale Minerals"), both held by our affiliate Cavalier Minerals JV, LLC ("Cavalier Minerals") and AllDale Minerals III, LP ("AllDale III") which is held through our subsidiary, Alliance Minerals, LLC ("Alliance Minerals"). AllDale III and AllDale Minerals are collectively referred to as the "AllDale Partnerships." See Note 8 – Investments for further discussion of these equity method investments. We review our equity securities and our equity method investments for impairment whenever events or changes in circumstances indicate a loss in the value of the investment may be other-than-temporary. Revenue Recognition Revenues from coal supply contracts with customers are recognized at the point in time when control of the coal passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components. Transportation revenues represent the fulfillment costs incurred for the services provided to customers through third-party carriers and for which we are directly reimbursed. Other sales and operating revenues primarily consist of transloading fees, administrative service revenues from our affiliates, mine safety services and products, other coal contract fees and other handling and service fees. Performance obligations under these contracts are typically satisfied upon transfer of control of the goods or services to our customer which is determined by the contract and could be upon shipment or upon delivery. The estimated transaction price from each of our contracts is based on the total amount of consideration we expect to be entitled to under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, government imposition claims, per ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. We have constrained the expected value of variable consideration in our estimation of transaction price and only included this consideration to the extent that it is probable that a significant revenue reversal will not occur. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception. Variable consideration is allocated to a specific part of the contract in many instances, such as if the variable consideration is based on production activities for coal delivered during a certain period or the outcome of a customer's ability to accept coal shipments over a certain period. Contract assets are recorded as trade receivables and reported separately in our consolidated balance sheet from other contract assets as title passes to the customer and our right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks of performance. We typically do not have material contract assets that are stated separately from trade receivables as our performance obligations are satisfied as control of the goods or services passes to the customer thereby granting us an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of our performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2018 | |
NEW ACCOUNTING STANDARDS | |
NEW ACCOUNTING STANDARDS | 2. New Accounting Standards Issued and Adopted In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-07, Compensation–Retirement Benefits (Topic 715) ("ASU 2017-07"). ASU 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The adoption of ASU 2017-07 did not have a material impact on our condensed consolidated financial statements. The new presentation requirements in the guidance were applied retrospectively to all periods presented using the amounts of other components of net benefit cost previously disclosed in prior period footnotes. The requirement under the guidance to only capitalize the service cost component was applied prospectively. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 will require entities to measure equity investments at fair value and recognize any changes in fair value in net income. The guidance removes the cost method of accounting for equity investments without a readily determinable fair value, but provides a new measurement alternative where entities may choose to measure those investments at cost, less any impairment, plus or minus any changes resulting from observable price changes in transactions for the same issuer. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 did not have a material impact on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 is a new revenue recognition standard that provides a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The adoption of the new standard did not have a material impact on our condensed consolidated financial statements, but requires expanded disclosures including presenting, by type and by segment, revenues for all periods presented and expected revenues by year for performance obligations that are unsatisfied or partially unsatisfied as of the date of presentation. The new standard allows for two methods of adoption: a full retrospective adoption method and a modified retrospective method. We elected to use the modified retrospective method of adoption, which allows a cumulative effect adjustment to equity as of the date of adoption. As there was no change in the recognition pattern of our revenues, we did not have a cumulative effect adjustment upon adoption of the new standard. See Note 9 – Revenue from Contracts with Customers for additional information. New Accounting Standards Issued and Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments to require the use of a new forward-looking "expected loss" model that generally will result in earlier recognition of allowances for losses. The new standard will require disclosure of significantly more information related to these items. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for the fiscal year beginning after December 15, 2018, including interim periods. We are currently evaluating the effect of adopting ASU 2016-13, but do not anticipate it will have a material impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 increases transparency and comparability among organizations by requiring lessees to record right-to-use assets and corresponding lease liabilities on the balance sheet and disclosing key information about lease arrangements. The new guidance will classify leases as either finance or operating (similar to current standard's "capital" or "operating" classification), with classification affecting the pattern of income recognition in the statement of income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The FASB continues to issue clarifications, updates and implementation guidance to ASU 2016-02 which we continue to monitor, such as ASU 2018-01, Leases (Topic 842) ("ASU 2018-01") which provides a land easement practical expedient for transition to Topic 842. This update allows for companies that did not previously recognize land easements as leases to continue this practice for existing leases, but will still require the evaluation of new lease arrangements, including land easements. We have developed an assessment team to determine the effect of adopting ASU 2016-02. As part of the assessment process, management has provided education and guidance to business units regarding the new standard. We have also started compiling and reviewing our population of leases and assessing our systems and internal controls relating to our accounting for leases. In addition to monitoring FASB activity regarding ASU 2016-02, we are continuing to monitor various non-authoritative groups with respect to implementation issues that could affect our assessment. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
CONTINGENCIES | |
CONTINGENCIES | 3. On March 9, 2018, we finalized an agreement with a customer and certain of its affiliates to settle breach of contract litigation we initiated in January 2015. The agreement provided for a $93.0 million cash payment to us, execution of a new coal supply agreement with the customer, continued export transloading capacity for our Appalachian mines and the rights to acquire certain coal reserves for $2.0 million from an affiliate of the customer. We estimated total consideration received in the agreement to be a $93.0 million cash payment. We accrued $13.0 million of legal fees and associated incentive compensation costs related to this settlement which resulted in a net gain of $80.0 million reflected in the Settlement gain line item in our condensed consolidated statements of income. Various lawsuits, claims and regulatory proceedings incidental to our business are pending against the ARLP Partnership. We record accruals for potential losses related to these matters when, in management's opinion, such losses are 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 were different from management's current opinion and in amounts greater than our accruals, then they could have a material adverse effect. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2018 | |
INVENTORIES | |
INVENTORIES | 4. Inventories consist of the following: March 31, December 31, 2018 2017 (in thousands) Coal $ 46,784 $ 22,825 Supplies (net of reserve for obsolescence of $5,254 and $5,149, respectively) 37,160 37,450 Total inventories, net $ 83,944 $ 60,275 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. The following table summarizes our fair value measurements within the hierarchy: March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Measured on a recurring basis: Contingent consideration $ — $ — $ 6,800 $ — $ — $ 6,800 Additional disclosures: Long-term debt — 480,280 — — 541,147 — Total $ — $ 480,280 $ 6,800 $ — $ 541,147 $ 6,800 The carrying amounts for cash equivalents, accounts receivable, accounts payable, accrued and other liabilities, due from affiliates and due to affiliates approximate fair value due to the short maturity of those instruments. The estimated fair value of our long-term debt, including current maturities, is based on interest rates that we believe are currently available to us in active markets for issuance of debt with similar terms and remaining maturities (See Note 6 – Long-Term Debt). The fair value of debt, which is based upon these interest rates, is classified as a Level 2 measurement under the fair value hierarchy. The estimated fair value of our contingent consideration arrangement is based on a probability-weighted discounted cash flow model. The assumptions in the model include a risk-adjusted discount rate, forward coal sales price curves, cost of debt and probabilities of meeting certain contractual threshold coal sales prices. The fair value measurement is based on significant inputs not observable in active markets and thus represents a Level 3 fair value measurement under the fair value hierarchy. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2018 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 6. Long-term debt consists of the following: Unamortized Discount and Principal Debt Issuance Costs March 31, December 31, March 31, December 31, 2018 2017 2018 2017 (in thousands) Revolving Credit facility $ — $ 30,000 $ (6,818) $ (7,356) Senior notes 400,000 400,000 (6,479) (6,707) Securitization facility 40,000 72,400 — — 440,000 502,400 (13,297) (14,063) Less current maturities (40,000) (72,400) — — Total long-term debt $ 400,000 $ 430,000 $ (13,297) $ (14,063) On January 27, 2017, our Intermediate Partnership entered into a Fourth Amended and Restated Credit Agreement (the "Credit Agreement") with various financial institutions. The Credit Agreement provides for a $494.75 million revolving credit facility, including a sublimit of $125 million for the issuance of letters of credit and a sublimit of $15.0 million for swingline borrowings (the "Revolving Credit Facility"), with a termination date of May 23, 2019. The Credit Agreement was amended on April 3, 2017 to extend the termination date of the Revolving Credit Facility as to $461.25 million of the $494.75 million of commitments to May 23, 2021 and effectuate certain other changes. The Credit Agreement is guaranteed by all of the material direct and indirect subsidiaries of our Intermediate Partnership, and is secured by substantially all of the Intermediate Partnership's assets. Borrowings under the Revolving Credit Facility bear interest, at the option of the Intermediate Partnership, at either (i) the Base Rate at the greater of three benchmarks or (ii) a Eurodollar Rate, plus margins for (i) or (ii), as applicable, that fluctuate depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the Credit Agreement). The Eurodollar Rate, with applicable margin, under the Credit Facility was 4.07% as of March 31, 2018. At March 31, 2018, we had $8.1 million of letters of credit outstanding with $486.7 million available for borrowing under the Revolving Credit Facility. We currently incur an annual commitment fee of 0.35% on the undrawn portion of the Revolving Credit Facility. We utilize the Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures and investments, scheduled debt payments and distribution payments. The Credit Agreement contains various restrictions affecting our Intermediate Partnership 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 subject to various exceptions, and the payment of cash distributions by our Intermediate Partnership if such payment would result in a certain fixed charge coverage ratio (as defined in the Credit Agreement). See Note 7 – Variable Interest Entities for further discussion of restrictions on the cash available for distribution. The Credit Agreement requires the Intermediate Partnership to maintain (a) a debt to cash flow ratio of not more than 2.5 to 1.0 and (b) a cash flow to interest expense ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters. The debt to cash flow ratio and cash flow to interest expense ratio were 0.75 to 1.0 and 16.0 to 1.0, respectively, for the trailing twelve months ended March 31, 2018. We remain in compliance with the covenants of the Credit Agreement as of March 31, 2018. On April 24, 2017, the Intermediate Partnership and Alliance Resource Finance Corporation (as co-issuer), a wholly owned subsidiary of the Intermediate Partnership ("Alliance Finance"), issued an aggregate principal amount of $400.0 million of senior unsecured notes due 2025 ("Senior Notes") in a private placement to qualified institutional buyers. The Senior Notes have a term of eight years, maturing on May 1, 2025 (the "Term") and accrue interest at an annual rate of 7.5%. Interest is payable semi-annually in arrears on each May 1 and November 1. The indenture governing the Senior Notes contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of distributions or similar restricted payments, undertaking transactions with affiliates and limitations on asset sales. At any time prior to May 1, 2020, the issuers of the Senior Notes may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price equal to 107.5% of the principal amount redeemed, plus accrued and unpaid interest, if any, to the redemption date. The issuers of the Senior Notes may also redeem all or a part of the notes at any time on or after May 1, 2020, at redemption prices set forth in the indenture governing the Senior Notes. At any time prior to May 1, 2020, the issuers of the Senior Notes may redeem the Senior Notes at a redemption price equal to the principal amount of the Senior Notes plus a "make-whole" premium, plus accrued and unpaid interest, if any, to the redemption date. On December 5, 2014, certain direct and indirect wholly owned subsidiaries of our Intermediate Partnership entered into a $100.0 million accounts receivable securitization facility ("Securitization Facility"). Under the Securitization Facility, certain subsidiaries sell 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 $100.0 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 Eurodollar Rate. It was renewed in January 2018 and matures in January 2019. At March 31, 2018, we had $40.0 million outstanding under the Securitization Facility. On October 6, 2015, Cavalier Minerals (see Note 7 – Variable Interest Entities) entered into a credit agreement (the "Cavalier Credit Agreement") with Mineral Lending, LLC ("Mineral Lending") for a $100.0 million line of credit (the "Cavalier Credit Facility"). Mineral Lending is an entity owned by (a) Alliance Resource Holdings II, Inc. ("ARH II," the parent of ARH), (b) an entity owned by an officer of ARH who is also a director of ARH II ("ARH Officer") and (c) foundations established by the President and Chief Executive Officer of MGP and Kathleen S. Craft. There is no commitment fee under the facility. Mineral Lending's obligation to make the line of credit available terminates no later than October 6, 2019. Borrowings under the Cavalier Credit Facility bear interest at a one month LIBOR rate plus 6% with interest payable quarterly, and mature on September 30, 2024, at which time all amounts then outstanding are required to be repaid. The Cavalier Credit Agreement requires repayment of the principal balance beginning in 2018, in quarterly payments of an amount equal to the greater of $1.3 million initially, escalated to $2.5 million after two years, or fifty percent of Cavalier Minerals' excess cash flow. To secure payment of the facility, Cavalier Minerals pledged all of its partnership interests, owned or later acquired, in AllDale Minerals. Cavalier Minerals may prepay the Cavalier Credit Facility at any time in whole or in part subject to terms and conditions described in the Cavalier Credit Agreement. As of March 31, 2018, Cavalier Minerals had not drawn on the Cavalier Credit Facility. Alliance Minerals has the right to require Cavalier Minerals to draw the full amount available under the Cavalier Credit Facility and distribute the proceeds to the members of Cavalier Minerals, including Alliance Minerals. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2018 | |
VARIABLE INTEREST ENTITIES | |
VARIABLE INTEREST ENTITIES | 7. Cavalier Minerals On November 10, 2014, our subsidiary, Alliance Minerals, and Bluegrass Minerals Management, LLC ("Bluegrass Minerals") entered into a limited liability company agreement (the "Cavalier Agreement") to create Cavalier Minerals, which was formed to indirectly acquire oil and gas mineral interests, initially through its 71.7% noncontrolling ownership interest in AllDale I and subsequently through its 72.8% noncontrolling ownership interest in AllDale II. Bluegrass Minerals is owned and controlled by the ARH Officer discussed in Note 6 – Long-Term Debt and is Cavalier Minerals' managing member. Alliance Minerals and Bluegrass Minerals initially committed funding of $48.0 million and $2.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed funding of $49.0 million to AllDale I. On October 6, 2015, Alliance Minerals and Bluegrass Minerals committed to fund an additional $96.0 million and $4.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed to fund $100.0 million to AllDale II. Alliance Minerals and Bluegrass Minerals contributed $143.1 million and $6.0 million, respectively, to Cavalier Minerals, which sufficiently completed funding to Cavalier Minerals for these commitments. In accordance with the Cavalier Agreement, Bluegrass Minerals is entitled to receive an incentive distribution from Cavalier Minerals equal to 25% of all distributions (including in liquidation) after all members have recovered their investment. The incentive distributions are reduced by certain distributions received by Bluegrass Minerals or its owner from AllDale Minerals Management, LLC ("AllDale Minerals Management"), the managing member of AllDale Minerals. Distributions paid to Alliance Minerals and Bluegrass Minerals from Cavalier Minerals for each period presented are as follows: Three Months Ended March 31, 2018 2017 (in thousands) Alliance Minerals $ 3,888 $ 4,563 Bluegrass Minerals 162 190 Alliance Minerals' ownership interest in Cavalier Minerals is 96%. The remainder of the equity ownership is held by Bluegrass Minerals. We have consolidated Cavalier Minerals' financial results as we concluded that Cavalier Minerals is a variable interest entity ("VIE") and we are the primary beneficiary because neither Bluegrass Minerals nor Alliance Minerals individually has both the power and the benefits related to Cavalier Minerals and we are most closely aligned with Cavalier Minerals through our substantial equity ownership. Bluegrass Minerals' equity ownership of Cavalier Minerals is accounted for as noncontrolling ownership interest in our condensed consolidated balance sheets. In addition, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our condensed consolidated statements of income. WKY CoalPlay On November 17, 2014, SGP Land, LLC ("SGP Land"), a wholly owned subsidiary of SGP, and two limited liability companies ("Craft Companies") owned by irrevocable trusts established by the President and Chief Executive Officer of MGP, entered into a limited liability company agreement to form WKY CoalPlay, LLC ("WKY CoalPlay"). WKY CoalPlay was formed, in part, to purchase and lease coal reserves. WKY CoalPlay is managed by the ARH Officer discussed in Note 6 – Long-Term Debt, who is also an employee of SGP Land and trustee of the irrevocable trusts owning the Craft Companies. In December 2014 and February 2015, we entered into various coal reserve leases with WKY CoalPlay. During the three months ended March 31, 2018, we paid $10.8 million of advanced royalties to WKY CoalPlay. As of March 31, 2018, we had $40.7 million of advanced royalties outstanding under the leases, which is reflected in the Advance royalties, net line items in our condensed consolidated balance sheets. We have concluded that WKY CoalPlay is a VIE because of our ability to exercise options to acquire reserves under lease with WKY CoalPlay, which is not within the control of the equity holders and, if it occurs, could potentially limit the expected residual return to the owners of WKY CoalPlay. We do not have any economic or governance rights related to WKY CoalPlay and our options that provide us with a variable interest in WKY CoalPlay's reserve assets do not give us any rights that constitute power to direct the primary activities that most significantly impact WKY CoalPlay's economic performance. SGP Land has the sole ability to replace the manager of WKY CoalPlay at its discretion and therefore has power to direct the activities of WKY CoalPlay. Consequently, we concluded that SGP Land is the primary beneficiary of WKY CoalPlay. Alliance Coal and the Intermediate Partnership Alliance Coal is a limited liability company designed to operate as the operating subsidiary of the Intermediate Partnership and holds the interests in the mining operations and Alliance Service, Inc. ("ASI"). The Intermediate Partnership is a limited partnership that holds the non-managing member interest in Alliance Coal and the sole member interests in Alliance Resource Properties, Alliance Minerals and other entities. Together Alliance Coal and the Intermediate Partnership and their subsidiaries represent virtually all the net assets of ARLP. Both the Intermediate Partnership and Alliance Coal were designed to operate as the operating subsidiaries of ARLP and to distribute available cash to ARLP so that ARLP can distribute available cash to its partners. We considered MGP's and ARLP's ownership in the Intermediate Partnership and MGP's and the Intermediate Partnership's ownership in Alliance Coal separately for the purposes of determining whether the Intermediate Partnership and Alliance Coal are VIEs. The Intermediate Partnership holds a 99.999% non-managing interest and MGP holds the 0.001% managing member interest in Alliance Coal. To determine whether Alliance Coal is a VIE, we considered that since Alliance Coal is structured as the equivalent of a limited partnership with the non-managing member 1) not having the ability to remove its managing member and 2) not participating significantly in the operational decisions, Alliance Coal represents a VIE. We determined that neither the MGP nor the Intermediate Partnership have both the power and the benefits related to Alliance Coal. We then considered which of the two was most closely aligned with Alliance Coal and thus would be designated the primary beneficiary of Alliance Coal for consolidation purposes. We determined that the Intermediate Partnership was most closely aligned with Alliance Coal and is the primary beneficiary. We based our determination of alignment on 1) the purpose and design of Alliance Coal which is to (a) be the operating subsidiary of the Intermediate Partnership and (b) distribute all of its available cash to the Intermediate Partnership such that the Intermediate Partnership can pay its partners and debt obligations, 2) AHGP's common control over both the Intermediate Partnership and MGP, as discussed in Note 1 – Organization and Presentation, to achieve the aforementioned purpose and design and 3) the Intermediate Partnership's debt funding for Alliance Coal for capital expenditures, operations and other purposes as needed and related risks and collateral requirements in the debt arrangements. ARLP holds a 98.9899% limited partnership interest and a 0.01% general partner interest in the Intermediate Partnership and MGP holds the 1.0001% managing general partner interest in the Intermediate Partnership. To determine whether the Intermediate Partnership is a VIE, we considered that since the Intermediate Partnership is structured as a limited partnership with the limited partner 1) not having the ability to remove its managing general partner and 2) not participating significantly in the operational decisions, the Intermediate Partnership represents a VIE. We determined that neither the MGP nor ARLP have both the power and the benefits related to Intermediate Partnership. We then considered which of the two was most closely aligned with the Intermediate Partnership and thus would be designated the primary beneficiary of the Intermediate Partnership for consolidation purposes. We determined that ARLP was most closely aligned with the Intermediate Partnership and is the primary beneficiary. We based our determination of alignment on 1) the purpose and design of the Intermediate Partnership which is to (a) be the operating subsidiary to ARLP and (b) distribute all of its available cash to ARLP to pay its partners and 2) AHGP's common control over ARLP, MGP and the Intermediate Partnership, as discussed in Note 1 – Organization and Presentation, to achieve the aforementioned purpose and design. The effect of the partnership agreements of ARLP and the Intermediate Partnership and the operating agreement of Alliance Coal (collectively the "Agreements") is that on a quarterly basis 100% of available cash from our operations must be distributed by ARLP to its partners (apart from certain nominal distributions from the Intermediate Partnership and Alliance Coal to MGP). Available cash is determined as defined in the Agreements and represents all cash with the exception of cash reserves (i) for the proper conduct of the business including reserves for future capital expenditures and for anticipated credit needs of the Partnership Group, (ii) to comply with debt obligations or (iii) to provide funds for certain subsequent distributions. MGP, as the managing member of Alliance Coal and the general partner of the Intermediate Partnership, is responsible for distributing this cash to ARLP so it can meet its distribution requirements. As discussed in Note 6 – Long-Term Debt, the Intermediate Partnership's debt covenants place additional restrictions on distributions to ARLP by limiting cash available for distribution from the Intermediate Partnership based on various debt covenants pertaining to the most recent preceding quarter. MGP does not have the ability, without the consent of the limited partners, to amend the Agreements. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
INVESTMENTS | 8. AllDale Minerals In November 2014, Cavalier Minerals (see Note 7 – Variable Interest Entities) was created to indirectly purchase, through its equity investments in AllDale Minerals, oil and gas mineral interests in various geographic locations within producing basins in the continental U.S. In February 2017, Alliance Minerals, which is included in our Other and Corporate category (see Note 14 – Segment Information), committed to directly (rather than through Cavalier Minerals) invest $30.0 million in AllDale III which was created for similar investment purposes. We account for our ownership interest in the income or loss of the AllDale Partnerships as equity method investments. We record equity income or loss based on the AllDale Partnerships' individual distribution structures. The changes in our aggregate equity method investment in the AllDale Partnerships for each of the periods presented were as follows: Three Months Ended March 31, 2018 2017 (in thousands) Beginning balance $ 147,964 $ 138,817 Contributions 11,400 9,287 Equity method investment income 3,736 3,700 Distributions received (4,431) (4,752) Ending balance $ 158,669 $ 147,052 Kodiak On July 19, 2017, Alliance Minerals purchased $100 million of Series A-1 Preferred Interests from Kodiak, a privately-held company providing large-scale, high-utilization gas compression assets to customers operating primarily in the Permian Basin. This structured investment provides us with a quarterly cash or payment-in-kind return. Our ownership interests in Kodiak are senior to all other Kodiak equity interests and subordinate only to Kodiak's senior secured debt facility. We account for our ownership interests in Kodiak as equity securities without readily determinable fair values. It is not practicable to estimate the fair value of our investment in Kodiak 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. The changes in our investment in Kodiak for the three months ended March 31, 2018 were as follows: Three Months Ended March 31, 2018 (in thousands) Beginning balance $ 106,398 Payment-in-kind distributions received 3,724 Ending balance $ 110,122 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2018 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9. The following table illustrates the disaggregation of our revenues by type, including a reconciliation to our segment presentation as presented in Note 14 – Segment Information, for the three months ended March 31, 2018 and 2017. Illinois Other and Basin Appalachia Corporate Elimination Consolidated (in thousands) Three Months Ended March 31, 2018 Coal sales $ 276,065 $ 145,289 $ 7,711 $ (5,455) $ Transportation revenues 18,271 1,514 — — Other sales and operating revenues 569 829 16,619 (4,290) Total revenues $ 294,905 $ 147,632 $ 24,330 $ (9,745) $ 457,122 Three Months Ended March 31, 2017 Coal sales $ 266,928 $ 167,773 $ 15,248 $ (11,205) $ Transportation revenues 7,855 1,741 — — Other sales and operating revenues 772 730 15,351 (4,113) Total revenues $ 275,555 $ 170,244 $ 30,599 $ (15,318) $ 461,080 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, 2018 and disaggregated by segment and contract duration. 2021 and 2018 2019 2020 Thereafter Total (in thousands) Illinois Basin coal revenues $ 740,763 $ 312,605 $ 238,386 $ 51,790 $ Appalachia coal revenues 470,006 284,994 157,843 38,224 Other and Corporate coal revenues 61,346 22,666 — — Elimination (47,028) (17,035) — — Total coal revenues (1) $ 1,225,087 $ 603,230 $ 396,229 $ 90,014 $ 2,314,560 (1) Coal revenues consists of coal sales and transportation revenues. . |
NET INCOME OF ARLP PER LIMITED
NET INCOME OF ARLP PER LIMITED PARTNER UNIT | 3 Months Ended |
Mar. 31, 2018 | |
NET INCOME OF ARLP PER LIMITED PARTNER UNIT | |
NET INCOME OF ARLP PER LIMITED PARTNER UNIT | 10. We utilize the two-class method in calculating basic and diluted earnings per unit ("EPU"). Net income of ARLP is allocated to the general partners and limited partners in accordance with their respective partnership percentages, after giving effect to any special income or expense allocations, including incentive distributions to our general partner, MGP. On July 28, 2017, MGP contributed to ARLP all of its IDRs and its general partner interest in ARLP in exchange for 56,100,000 ARLP common units and a non-economic general partner interest in ARLP. In conjunction with this transaction and on the same economic basis as MGP, SGP also contributed to ARLP its 0.01% general partner interests in both ARLP and the Intermediate Partnership in exchange for 7,181 ARLP common units. In connection with the Exchange Transaction, ARLP amended its partnership agreement to reflect, among other things, cancellation of the IDRs and the economic general partner interest in ARLP and issuance of a non-economic general partner interest to MGP. Under the IDR provisions of our partnership agreement prior to the Exchange Transaction, MGP was entitled to receive 15% of the amount we distributed in excess of $0.1375 per unit, 25% of the amount we distributed in excess of $0.15625 per unit, and 50% of the amount we distributed in excess of $0.1875 per unit. Beginning with distributions declared for the three months ended June 30, 2017, we no longer make distributions with respect to the IDRs. Outstanding awards under our Long-Term Incentive Plan ("LTIP") and phantom units in notional accounts under our Supplemental Executive Retirement Plan ("SERP") and the MGP Amended and Restated Deferred Compensation Plan for Directors ("Deferred Compensation Plan") include rights to nonforfeitable distributions or distribution equivalents and are therefore considered participating securities. As such, we allocate undistributed and distributed earnings to these outstanding awards in our calculation of EPU. The following is a reconciliation of net income of ARLP used for calculating basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 (in thousands, except per unit data) Net income of ARLP $ 155,908 $ 104,902 Adjustments: MGP's priority distributions (1) — (19,216) General partners' equity ownership (1) (1,560) (1,730) General partners' special allocation of certain general and administrative expenses (2) — 800 Limited partners' interest in net income of ARLP 154,348 84,756 Less: Distributions to participating securities (1,271) (966) Undistributed earnings attributable to participating securities (1,548) (1,465) Net income of ARLP available to limited partners $ 151,529 $ 82,325 Weighted-average limited partner units outstanding – basic and diluted 130,819 74,503 Basic and diluted net income of ARLP per limited partner unit (3) $ 1.16 $ 1.10 (1) Amounts for the three months ended March 31, 2018 reflect the impact of the Exchange Transaction eliminating distributions that would have been paid for the IDRs and the 0.99% general partner interest in ARLP, both of which were held by MGP prior to the Exchange Transaction. MGP maintained its 1.0001% general partner interest in the Intermediate Partnership and thus continues to receive the Intermediate Partnership quarterly distribution notwithstanding the Exchange Transaction. Because the Exchange Transaction occurred prior to the first quarter of 2018, all of the first quarter earnings less the Intermediate Partnership's general partner interest were allocated to ARLP's limited partners. The Exchange Transaction also converted SGP's nominal general partnership interest to the limited partner interest. (2) During the three months ended March 31, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses. Upon AHGP's receipt of the contribution, it contributed the same to its subsidiary MGP, our general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal. As provided under our partnership agreement, we made a special allocation to MGP of certain general and administrative expenses equal to its contribution. Net income of ARLP allocated to the limited partners was not burdened by this expense. (3) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,532 and 1,427 for the three months ended March 31, 2018 and 2017, respectively, were considered anti-dilutive under the treasury stock method. On a pro forma basis, as if the Exchange Transaction had taken place on January 1, 2017, the reconciliation of net income of ARLP to basic and diluted earnings per unit and the weighted-average units used in computing EPU for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, 2018 2017 (in thousands, except per unit data) Net income of ARLP $ 155,908 $ 104,902 Adjustments: General partner's equity ownership (1,560) (1,050) General partner's special allocation of certain general and administrative expenses (1) — 800 Limited partners' interest in net income of ARLP 154,348 104,652 Less: Distributions to participating securities (1,271) (966) Undistributed earnings attributable to participating securities (1,548) (769) Net income of ARLP available to limited partners (2) $ 151,529 $ 102,917 Weighted-average limited partner units outstanding – basic and diluted (2) 130,819 130,610 Pro forma basic and diluted net income of ARLP per limited partner unit (3) $ 1.16 $ 0.79 (1) During the three months ended March 31, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses. Upon AHGP's receipt of the contribution, it contributed the same to its subsidiary MGP, our general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal. As provided under our partnership agreement, we made a special allocation to MGP of certain general and administrative expenses equal to its contribution. Net income of ARLP allocated to the limited partners was not burdened by this expense. (2) The pro forma amounts presented above reflect net income allocations as if distributions had been made for all periods presented based on the limited and general partner interests subsequent to the Exchange Transaction. Accordingly, the Adjustment - General partner's equity ownership line item above no longer includes the (a) IDR distributions to MGP, (b) general partner interest distributions from ARLP to MGP and SGP and (c) general partner distributions from the Intermediate Partnership to SGP. Pro forma amounts above also reflect weighted average units outstanding as if the issuance of 56,107,181 ARLP common units in the Exchange Transaction applied to all periods presented. (3) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,532 and 1,427 for the three months ended March 31, 2018 and 2017, respectively, were considered anti-dilutive under the treasury stock method. |
WORKERS' COMPENSATION AND PNEUM
WORKERS' COMPENSATION AND PNEUMOCONIOSIS | 3 Months Ended |
Mar. 31, 2018 | |
WORKERS' COMPENSATION AND PNEUMOCONIOSIS | |
WORKERS' COMPENSATION AND PNEUMOCONIOSIS | 11. The changes in the workers' compensation liability, including current and long-term liability balances, for each of the periods presented were as follows: Three Months Ended March 31, 2018 2017 (in thousands) Beginning balance $ 54,439 $ 48,131 Accruals increase 2,641 1,974 Payments (2,797) (2,925) Interest accretion 363 420 Ending balance $ 54,646 $ 47,600 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 on our insurance policy. Our receivables for traumatic injury claims under this policy as of March 31, 2018 are $9.0 million and are included in Other long-term assets on our condensed consolidated balance sheet. Certain of our mine operating entities are liable under state statutes and the Federal Coal Mine Health and Safety Act of 1969, as amended, to pay pneumoconiosis, or black lung, benefits to eligible employees and former employees and their dependents. Components of the net periodic benefit cost for each of the periods presented are as follows: Three Months Ended March 31, 2018 2017 (in thousands) Service cost $ 630 $ 546 Interest cost (1) 635 629 Net amortization (1) 1 (567) Net periodic benefit cost $ 1,266 $ 608 (1) Interest cost and net amortization is included in the Other income (expense) line item within our condensed consolidated statements of income (see Note 2. New Accounting Standards). . |
COMPENSATION PLANS
COMPENSATION PLANS | 3 Months Ended |
Mar. 31, 2018 | |
COMPENSATION PLANS | |
COMPENSATION PLANS | 12. Long-Term Incentive Plan We have the LTIP for certain employees and officers of MGP and its affiliates who perform services for us. The LTIP awards are grants of non-vested "phantom" or notional units, also referred to as "restricted units", which upon satisfaction of time and performance-based vesting requirements, entitle the LTIP participant to receive ARLP common units. Annual grant levels and vesting provisions for designated participants are recommended by the President and Chief Executive Officer of MGP, subject to review and approval of the compensation committee of the MGP board of directors (the "Compensation Committee"). Vesting of all grants outstanding is subject to the satisfaction of certain financial tests, which management currently believes is probable. Grants issued to LTIP participants are expected to cliff vest on January 1st of the third year following issuance of the grants. We account for forfeitures of non-vested LTIP grants as they occur. We expect to settle the non-vested LTIP grants by delivery of ARLP common units, except for the portion of the grants that will satisfy employee tax withholding obligations of LTIP participants. As provided under the distribution equivalent rights ("DERs") provisions of the LTIP and the terms of the LTIP awards, all non-vested grants include contingent rights to receive quarterly distributions in cash or at the discretion of the Compensation Committee, in lieu of cash, phantom units credited to a bookkeeping account with value, equal to the cash distributions we make to unitholders during the vesting period. A summary of non-vested LTIP grants as of and for the three months ended March 31, 2018 is as follows: Number of units Weighted average grant date fair value per unit Intrinsic value (in thousands) Non-vested grants at January 1, 2018 1,694,026 $ $ 33,372 Granted Vested (1) Forfeited Non-vested grants at March 31, 2018 33,494 (1) During the three months ended March 31, 2018, we issued 191,858 unrestricted common units to the LTIP participants. The remaining vested units were settled in cash to satisfy tax withholding obligations of the LTIP participants. LTIP expense was $2.7 million and $2.6 million for the three months ended March 31, 2018 and 2017, respectively. The total obligation associated with the LTIP as of March 31, 2018 was $13.6 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets. As of March 31, 2018, there was $18.9 million in total unrecognized compensation expense related to the non-vested LTIP grants that are expected to vest. That expense is expected to be recognized over a weighted-average period of 1.5 years. After consideration of the January 1, 2018 vesting and subsequent issuance of 191,858 common units, approximately 2.1 million units remain available under the LTIP for issuance in the future, assuming all grants issued in 2018, 2017 and 2016 and currently outstanding are settled with common units without reduction for tax withholding, no future forfeitures occur and DERs continue being paid in cash versus additional phantom units. Supplemental Executive Retirement Plan and Directors Deferred Compensation Plan We utilize the SERP to provide deferred compensation benefits for certain officers and key employees. All allocations made to participants under the SERP are made in the form of "phantom" ARLP units and SERP distributions will be settled in the form of ARLP common units. The SERP is administered by the Compensation Committee. Our directors participate in the Deferred Compensation Plan. Pursuant to the Deferred Compensation Plan, for amounts deferred either automatically or at the election of the director, a notional account is established and credited with notional common units of ARLP, described in the Deferred Compensation Plan as "phantom" units. Distributions from the Deferred Compensation Plan will be settled in the form of ARLP common units. For both the SERP and Deferred Compensation Plan, when quarterly cash distributions are made with respect to ARLP common units, an amount equal to such quarterly distribution is credited to each participant's notional account as additional phantom units. All grants of phantom units under the SERP and Deferred Compensation Plan vest immediately. A summary of SERP and Deferred Compensation Plan activity as of and for the three months ended March 31, 2018 is as follows: Number of units Weighted average grant date fair value per unit Intrinsic value (in thousands) Phantom units outstanding as of January 1, 2018 561,784 $ $ 11,067 Granted 18,676 Issued (1) (10,364) Phantom units outstanding as of March 31, 2018 570,096 10,062 (1) During the three months ended March 31, 2018, we issued 7,181 ARLP common units to a participant under the SERP. Units issued to this participant were net of units settled in cash to satisfy tax withholding obligations. Total SERP and Deferred Compensation Plan expense was $0.4 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, the total obligation associated with the SERP and Deferred Compensation Plan was $16.1 million and is included in the partners' capital Limited partners-common unitholders line item in our condensed consolidated balance sheets. |
COMPONENTS OF PENSION PLAN NET
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS | 3 Months Ended |
Mar. 31, 2018 | |
EMPLOYEE BENEFIT PLANS | |
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS | 13. 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 cost for each of the periods presented are as follows: Three Months Ended March 31, 2018 2017 (in thousands) Interest cost $ 1,116 $ 1,135 Expected return on plan assets (1,436) (1,252) Amortization of prior service cost 47 47 Amortization of net loss 969 773 Net periodic benefit cost (1) $ 696 $ 703 (1) Net periodic benefit cost for the Pension Plan is included in the Other income (expense) line item within our condensed consolidated statements of income (see Note 2. New Accounting Standards). During the three months ended March 31, 2018, we made contribution payments of $0.7 million to the Pension Plan for the 2017 plan year and $1.5 million for the 2018 plan year. On April 13, 2018, we made a contribution payment of $0.7 million for the 2018 plan year. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 14. We operate in the eastern U.S. as a producer and marketer of coal to major utilities and industrial users. We aggregate multiple operating segments into two reportable segments, Illinois Basin and Appalachia, and we have an "all other" category referred to as Other and Corporate. Our reportable segments correspond to major coal producing regions in the eastern U.S. Similar economic characteristics for our operating segments within each of these two reportable segments generally include coal quality, geology, coal marketing opportunities, mining and transportation methods and regulatory issues. The Illinois Basin reportable segment is comprised of multiple operating segments, including currently operating mining complexes (a) Webster County Coal, LLC's Dotiki mining complex, (b) Gibson County Coal, LLC's mining complex, which includes the Gibson North (currently idled) and Gibson South mines, (c) Warrior Coal, LLC's mining complex, (d) River View Coal, LLC's mining complex and (e) Hamilton County Coal, LLC's mining complex. The Gibson North mine was idled in the fourth quarter of 2015 in response to market conditions but is expected to resume production in May 2018. The Illinois Basin reportable segment also includes White County Coal, LLC's Pattiki mining complex ("Pattiki"), Hopkins County Coal, LLC's mining complex, which includes the Elk Creek mine, the Pleasant View surface mineable reserves and the Fies underground project, Sebree Mining, LLC's mining complex, which includes the Onton mine, Steamport, LLC and certain reserves, CR Services, LLC, CR Machine Shop, LLC, certain properties and equipment of Alliance Resource Properties, ARP Sebree, LLC, ARP Sebree South, LLC and UC Coal, LLC and its subsidiaries, UC Mining, LLC and UC Processing, LLC (collectively "UC Coal"). The Pattiki mine ceased production in December 2016. The Elk Creek mine depleted its reserves in March 2016 and ceased production on April 1, 2016. Our Onton mine has been idled since the fourth quarter of 2015 in response to market conditions. UC Coal equipment assets acquired in 2015 continue to be deployed as needed at various Illinois Basin operating mines. The Appalachia reportable segment is comprised of multiple operating segments, including the Mettiki mining complex, the Tunnel Ridge, LLC mining complex and the MC Mining, LLC mining complex. The Mettiki mining complex includes Mettiki Coal (WV), LLC's Mountain View mine and Mettiki Coal, LLC's preparation plant. Other and Corporate includes marketing and administrative activities, ASI and its subsidiary, Matrix Design Group, LLC and its subsidiaries Matrix Design International, LLC and Matrix Design Africa (PTY) LTD ("Matrix Design"), Alliance Design Group, LLC ("Alliance Design") (collectively, the Matrix Design entities and Alliance Design are referred to as the "Matrix Group"), ASI's ownership of aircraft, the Mt. Vernon Transfer Terminal, LLC ("Mt. Vernon") dock activities, Alliance Coal's coal brokerage activity, Mid-America Carbonates, LLC ("MAC"), certain of Alliance Resource Properties' land and mineral interest activities, Pontiki Coal, LLC's prior workers' compensation and pneumoconiosis liabilities, Wildcat Insurance, LLC ("Wildcat Insurance"), which assists the ARLP Partnership with its insurance requirements, Alliance Minerals, and its affiliate, Cavalier Minerals (Note 7 – Variable Interest Entities), both of which hold equity investments in various AllDale Partnerships (Note 8 – Investments), our investment in Kodiak (Note 8 – Investments) and AROP Funding and Alliance Finance (both discussed in Note 6 – Long-Term Debt). Reportable segment results as of and for the three months ended March 31, 2018 and 2017 are presented below. Illinois Other and Elimination Basin Appalachia Corporate (1) Consolidated (in thousands) Three Months Ended March 31, 2018 Revenues - Outside $ 289,518 $ 147,565 $ 20,039 $ — $ Revenues - Intercompany 5,387 67 4,291 — Total revenues (2) 294,905 147,632 24,330 (9,745) 457,122 Segment Adjusted EBITDA Expense (3) 181,803 92,498 12,798 Segment Adjusted EBITDA (4) 94,830 53,621 18,992 Total assets 1,425,798 463,857 522,307 Capital expenditures 37,448 13,376 701 — Three Months Ended March 31, 2017 Revenues - Outside $ 264,350 $ 170,244 $ 26,486 $ — $ Revenues - Intercompany 11,205 — 4,113 — Total revenues (2) 275,555 170,244 30,599 (15,318) 461,080 Segment Adjusted EBITDA Expense (3) 161,437 95,317 17,838 Segment Adjusted EBITDA (4) 106,263 73,187 16,461 Total assets 1,426,551 479,375 416,379 Capital expenditures 17,189 12,780 377 — (1) The elimination column represents the elimination of intercompany transactions and is primarily comprised of sales from the Matrix Group and MAC to our mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding and insurance premiums paid to Wildcat Insurance. (2) Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, administrative service revenues from affiliates, MAC revenues, Wildcat Insurance revenues and brokerage coal sales. (3) Segment Adjusted EBITDA Expense includes operating expenses, coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to our customers and consequently we do not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends. The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : Three Months Ended March 31, 2018 2017 (in thousands) Segment Adjusted EBITDA Expense $ 279,459 $ 261,494 Outside coal purchases (1,374) — Other (expense) income (847) 533 Operating expenses (excluding depreciation, depletion and amortization) $ 277,238 $ 262,027 (4) Segment Adjusted EBITDA is defined as net income (prior to the allocation of noncontrolling interest) before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and settlement gain. Management therefore is able to focus solely on the evaluation of segment operating profitability as it relates to our revenues and operating expenses, which are primarily controlled by our segments. Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: Three Months Ended March 31, 2018 2017 (in thousands) Consolidated Segment Adjusted EBITDA $ 165,338 $ 193,690 General and administrative (16,651) (16,033) Depreciation, depletion and amortization (61,848) (65,127) Settlement gain 80,000 — Interest expense, net (10,793) (7,492) Income tax benefit 10 12 Net income $ 156,056 $ 105,050 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. On April 27, 2018, we declared a quarterly distribution for the quarter ended March 31, 2018 of $0.515 per unit on all common units outstanding, totaling approximately $68.1 million, including distributions of $0.7 million to MGP with respect to its general partner interest in the Intermediate Partnership, payable on May 15, 2018 to all unitholders of record as of May 8, 2018. Simplification Transactions On February 22, 2018, our Board of Directors and the board of directors of AHGP's general partner approved a simplification agreement (the "Simplification Agreement"), pursuant to which, among other things, through a series of transactions (the "Simplification Transactions"), (i) AHGP would become a wholly owned subsidiary of ARLP, (ii) all of the issued and outstanding AHGP common units would be canceled and converted into the right to receive the ARLP common units held by AHGP and its subsidiaries, (iii) in exchange for a number of ARLP common units calculated pursuant to the Simplification Agreement, MGP's 1.0001% general partner interest in our Intermediate Partnership and MGP's 0.001% managing member interest in our subsidiary, Alliance Coal, would be contributed to us, and (iv) MGP will remain the sole general partner of ARLP, and thus no control, management, or governance changes with respect to our business is expected to occur. The consummation of the Simplification Transactions requires the SEC declare the effectiveness of a registration statement on Form S-4 under the Securities Act of 1933 to register the distribution of the ARLP common units currently held by AHGP and its subsidiaries to AHGP's unitholders upon closing of the Simplification Transactions. ARLP filed a preliminary Form S-4 on March 29, 2018, which was declared effective on April 26, 2018. The consummation of the Simplification Transactions also requires the affirmative vote or consent of the holders of a majority of the outstanding AHGP common units. AHGP mailed consent solicitation statements to AHGP unitholders of record as of April 25, 2018. Certain AHGP unitholders, which collectively owned a majority of the outstanding AHGP common units as of the consent record date, have delivered written consents approving the Simplification Agreement pursuant to a support agreement. The Simplification Transactions are expected to close during the second quarter of 2018 subsequent to the filing of this Form 10-Q. The Simplification Transactions will be accounted for prospectively as an exchange of equity interests between entities under common control when ARLP common units are issued to SGP in exchange for the contribution of the limited partner interests in AHGP, which, as previously discussed, owns indirectly a 1.0001% general partner interest in the Intermediate Partnership and the 0.001% managing member interest in Alliance Coal. Since ARLP and AHGP are under common control both before and after the Simplification Transactions, no fair value adjustment will be made to the assets or liabilities of AHGP and no gain or loss will be recognized on our condensed consolidated financial statements. |
ORGANIZATION AND PRESENTATION (
ORGANIZATION AND PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND PRESENTATION | |
Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts and operations of the ARLP Partnership and present the consolidated financial position as of March 31, 2018 and December 31, 2017 and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2018 and 2017 of ARLP, the Intermediate Partnership (a subsidiary of ARLP and a variable interest entity of which ARLP is the primary beneficiary), Alliance Coal (a subsidiary of the Intermediate Partnership and a variable interest entity of which the Intermediate Partnership is the primary beneficiary) and other directly and indirectly wholly and majority owned subsidiaries of the Intermediate Partnership and Alliance Coal. The Intermediate Partnership, Alliance Coal and their wholly and majority owned subsidiaries represent virtually all the net assets of the ARLP Partnership. MGP's interests in both Alliance Coal and the Intermediate Partnership are reported as part of the general partner interest in the ARLP Partnership. For the periods presented prior to the Exchange Transaction, MGP's managing general partner interest and IDRs in ARLP and the SGP's special general partner interests in ARLP and the Intermediate Partnership are also reported as part of the general partner interest in the ARLP Partnership. All intercompany transactions and accounts have been eliminated. See Note 7 – Variable Interest Entities for more information regarding ARLP's consolidation of the Intermediate Partnership and Alliance Coal. See Note 10 – Net Income of ARLP Per Limited Partner Unit for more information regarding allocations to the limited and general partner interests. These condensed consolidated financial statements and notes are unaudited. However, in the opinion of management, these 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, 2018. 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 of 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, 2017. |
Use of Estimates | 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. |
Investments | Investments Our investments and ownership interests in equity securities without readily determinable fair values in entities in which we do not have a controlling financial interest or significant influence are accounted for using a measurement alternative other than fair value which is historical cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same entity. Distributions received on those investments are recorded as income unless those distributions are considered a return on investment in which case the historical cost is reduced. We account for our ownership interests in Kodiak Gas Services, LLC ("Kodiak") as equity securities without readily determinable fair values. See Note 8 – Investments for further discussion of this investment. Our investments and ownership interests in entities in which we do not have a controlling financial interest are accounted for under the equity method of accounting if we have the ability to exercise significant influence over the entity. Investments accounted for under the equity method are initially recorded at cost, and the difference between the basis of our investment and the underlying equity in the net assets of the joint venture at the investment date, if any, is amortized over the lives of the related assets that gave rise to the difference. Our equity method investments include AllDale Minerals, LP ("AllDale I"), and AllDale Minerals II, LP ("AllDale II") (collectively "AllDale Minerals"), both held by our affiliate Cavalier Minerals JV, LLC ("Cavalier Minerals") and AllDale Minerals III, LP ("AllDale III") which is held through our subsidiary, Alliance Minerals, LLC ("Alliance Minerals"). AllDale III and AllDale Minerals are collectively referred to as the "AllDale Partnerships." See Note 8 – Investments for further discussion of these equity method investments. We review our equity securities and our equity method investments for impairment whenever events or changes in circumstances indicate a loss in the value of the investment may be other-than-temporary. |
Revenue Recognition | Revenue Recognition Revenues from coal supply contracts with customers are recognized at the point in time when control of the coal passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components. Transportation revenues represent the fulfillment costs incurred for the services provided to customers through third-party carriers and for which we are directly reimbursed. Other sales and operating revenues primarily consist of transloading fees, administrative service revenues from our affiliates, mine safety services and products, other coal contract fees and other handling and service fees. Performance obligations under these contracts are typically satisfied upon transfer of control of the goods or services to our customer which is determined by the contract and could be upon shipment or upon delivery. The estimated transaction price from each of our contracts is based on the total amount of consideration we expect to be entitled to under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, government imposition claims, per ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. We have constrained the expected value of variable consideration in our estimation of transaction price and only included this consideration to the extent that it is probable that a significant revenue reversal will not occur. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception. Variable consideration is allocated to a specific part of the contract in many instances, such as if the variable consideration is based on production activities for coal delivered during a certain period or the outcome of a customer's ability to accept coal shipments over a certain period. Contract assets are recorded as trade receivables and reported separately in our consolidated balance sheet from other contract assets as title passes to the customer and our right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks of performance. We typically do not have material contract assets that are stated separately from trade receivables as our performance obligations are satisfied as control of the goods or services passes to the customer thereby granting us an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of our performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
INVENTORIES | |
Schedule of inventories | March 31, December 31, 2018 2017 (in thousands) Coal $ 46,784 $ 22,825 Supplies (net of reserve for obsolescence of $5,254 and $5,149, respectively) 37,160 37,450 Total inventories, net $ 83,944 $ 60,275 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
Summary of fair value measurements within the hierarchy | March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 (in thousands) Measured on a recurring basis: Contingent consideration $ — $ — $ 6,800 $ — $ — $ 6,800 Additional disclosures: Long-term debt — 480,280 — — 541,147 — Total $ — $ 480,280 $ 6,800 $ — $ 541,147 $ 6,800 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
LONG-TERM DEBT | |
Schedule of long-term debt | Unamortized Discount and Principal Debt Issuance Costs March 31, December 31, March 31, December 31, 2018 2017 2018 2017 (in thousands) Revolving Credit facility $ — $ 30,000 $ (6,818) $ (7,356) Senior notes 400,000 400,000 (6,479) (6,707) Securitization facility 40,000 72,400 — — 440,000 502,400 (13,297) (14,063) Less current maturities (40,000) (72,400) — — Total long-term debt $ 400,000 $ 430,000 $ (13,297) $ (14,063) |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
VARIABLE INTEREST ENTITIES | |
Schedule of distributions | Three Months Ended March 31, 2018 2017 (in thousands) Alliance Minerals $ 3,888 $ 4,563 Bluegrass Minerals 162 190 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
Schedule of changes in equity method investment | Three Months Ended March 31, 2018 2017 (in thousands) Beginning balance $ 147,964 $ 138,817 Contributions 11,400 9,287 Equity method investment income 3,736 3,700 Distributions received (4,431) (4,752) Ending balance $ 158,669 $ 147,052 |
Schedule of changes in equity securities without readily determinable fair value | Three Months Ended March 31, 2018 (in thousands) Beginning balance $ 106,398 Payment-in-kind distributions received 3,724 Ending balance $ 110,122 |
REVENUE FROM CONTRACTS WITH C29
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
Schedule of disaggregation of revenues by type | Illinois Other and Basin Appalachia Corporate Elimination Consolidated (in thousands) Three Months Ended March 31, 2018 Coal sales $ 276,065 $ 145,289 $ 7,711 $ (5,455) $ Transportation revenues 18,271 1,514 — — Other sales and operating revenues 569 829 16,619 (4,290) Total revenues $ 294,905 $ 147,632 $ 24,330 $ (9,745) $ 457,122 Three Months Ended March 31, 2017 Coal sales $ 266,928 $ 167,773 $ 15,248 $ (11,205) $ Transportation revenues 7,855 1,741 — — Other sales and operating revenues 772 730 15,351 (4,113) Total revenues $ 275,555 $ 170,244 $ 30,599 $ (15,318) $ 461,080 |
Schedule of current coal supply contracts allocated to performance obligations that are unsatisfied or partially unsatisfied | 2021 and 2018 2019 2020 Thereafter Total (in thousands) Illinois Basin coal revenues $ 740,763 $ 312,605 $ 238,386 $ 51,790 $ Appalachia coal revenues 470,006 284,994 157,843 38,224 Other and Corporate coal revenues 61,346 22,666 — — Elimination (47,028) (17,035) — — Total coal revenues (1) $ 1,225,087 $ 603,230 $ 396,229 $ 90,014 $ 2,314,560 (1) Coal revenues consists of coal sales and transportation revenues. |
NET INCOME OF ARLP PER LIMITE30
NET INCOME OF ARLP PER LIMITED PARTNER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
NET INCOME OF ARLP PER LIMITED PARTNER UNIT | |
Reconciliation of net income and EPU calculations | Three Months Ended March 31, 2018 2017 (in thousands, except per unit data) Net income of ARLP $ 155,908 $ 104,902 Adjustments: MGP's priority distributions (1) — (19,216) General partners' equity ownership (1) (1,560) (1,730) General partners' special allocation of certain general and administrative expenses (2) — 800 Limited partners' interest in net income of ARLP 154,348 84,756 Less: Distributions to participating securities (1,271) (966) Undistributed earnings attributable to participating securities (1,548) (1,465) Net income of ARLP available to limited partners $ 151,529 $ 82,325 Weighted-average limited partner units outstanding – basic and diluted 130,819 74,503 Basic and diluted net income of ARLP per limited partner unit (3) $ 1.16 $ 1.10 (1) Amounts for the three months ended March 31, 2018 reflect the impact of the Exchange Transaction eliminating distributions that would have been paid for the IDRs and the 0.99% general partner interest in ARLP, both of which were held by MGP prior to the Exchange Transaction. MGP maintained its 1.0001% general partner interest in the Intermediate Partnership and thus continues to receive the Intermediate Partnership quarterly distribution notwithstanding the Exchange Transaction. Because the Exchange Transaction occurred prior to the first quarter of 2018, all of the first quarter earnings less the Intermediate Partnership's general partner interest were allocated to ARLP's limited partners. The Exchange Transaction also converted SGP's nominal general partnership interest to the limited partner interest. (2) During the three months ended March 31, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses. Upon AHGP's receipt of the contribution, it contributed the same to its subsidiary MGP, our general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal. As provided under our partnership agreement, we made a special allocation to MGP of certain general and administrative expenses equal to its contribution. Net income of ARLP allocated to the limited partners was not burdened by this expense. Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,532 and 1,427 for the three months ended March 31, 2018 and 2017, respectively, were considered anti-dilutive under the treasury stock method. |
Pro Forma | |
NET INCOME OF ARLP PER LIMITED PARTNER UNIT | |
Reconciliation of net income and EPU calculations | Three Months Ended March 31, 2018 2017 (in thousands, except per unit data) Net income of ARLP $ 155,908 $ 104,902 Adjustments: General partner's equity ownership (1,560) (1,050) General partner's special allocation of certain general and administrative expenses (1) — 800 Limited partners' interest in net income of ARLP 154,348 104,652 Less: Distributions to participating securities (1,271) (966) Undistributed earnings attributable to participating securities (1,548) (769) Net income of ARLP available to limited partners (2) $ 151,529 $ 102,917 Weighted-average limited partner units outstanding – basic and diluted (2) 130,819 130,610 Pro forma basic and diluted net income of ARLP per limited partner unit (3) $ 1.16 $ 0.79 (1) During the three months ended March 31, 2017, an affiliated entity controlled by Mr. Craft made a capital contribution of $0.8 million to AHGP for the purpose of funding certain general and administrative expenses. Upon AHGP's receipt of the contribution, it contributed the same to its subsidiary MGP, our general partner, which in turn contributed the same amount to our subsidiary, Alliance Coal. As provided under our partnership agreement, we made a special allocation to MGP of certain general and administrative expenses equal to its contribution. Net income of ARLP allocated to the limited partners was not burdened by this expense. (2) The pro forma amounts presented above reflect net income allocations as if distributions had been made for all periods presented based on the limited and general partner interests subsequent to the Exchange Transaction. Accordingly, the Adjustment - General partner's equity ownership line item above no longer includes the (a) IDR distributions to MGP, (b) general partner interest distributions from ARLP to MGP and SGP and (c) general partner distributions from the Intermediate Partnership to SGP. Pro forma amounts above also reflect weighted average units outstanding as if the issuance of 56,107,181 ARLP common units in the Exchange Transaction applied to all periods presented. (3) Diluted EPU gives effect to all potentially dilutive common units outstanding during the period using the treasury stock method. Diluted EPU excludes all potentially dilutive units calculated under the treasury stock method if their effect is anti-dilutive. The combined total of LTIP, SERP and Deferred Compensation Plan units of 1,532 and 1,427 for the three months ended March 31, 2018 and 2017, respectively, were considered anti-dilutive under the treasury stock method. |
WORKERS' COMPENSATION AND PNE31
WORKERS' COMPENSATION AND PNEUMOCONIOSIS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Workers Compensation And Pneumoconiosis Benefits | |
Reconciliation of changes in workers' compensation liability | Three Months Ended March 31, 2018 2017 (in thousands) Beginning balance $ 54,439 $ 48,131 Accruals increase 2,641 1,974 Payments (2,797) (2,925) Interest accretion 363 420 Ending balance $ 54,646 $ 47,600 |
Pneumoconiosis benefits | |
Accrued Workers Compensation And Pneumoconiosis Benefits | |
Components of net periodic benefit cost | Three Months Ended March 31, 2018 2017 (in thousands) Service cost $ 630 $ 546 Interest cost (1) 635 629 Net amortization (1) 1 (567) Net periodic benefit cost $ 1,266 $ 608 (1) Interest cost and net amortization is included in the Other income (expense) line item within our condensed consolidated statements of income (see Note 2. New Accounting Standards). . |
COMPENSATION PLANS (Tables)
COMPENSATION PLANS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ARLP LTIP | |
Compensation Plans | |
Summary of activity in share-based plans | Number of units Weighted average grant date fair value per unit Intrinsic value (in thousands) Non-vested grants at January 1, 2018 1,694,026 $ $ 33,372 Granted Vested (1) Forfeited Non-vested grants at March 31, 2018 33,494 (1) During the three months ended March 31, 2018, we issued 191,858 unrestricted common units to the LTIP participants. The remaining vested units were settled in cash to satisfy tax withholding obligations of the LTIP participants. |
SERP and Deferred Compensation Plans | |
Compensation Plans | |
Summary of activity in share-based plans | Number of units Weighted average grant date fair value per unit Intrinsic value (in thousands) Phantom units outstanding as of January 1, 2018 561,784 $ $ 11,067 Granted 18,676 Issued (1) (10,364) Phantom units outstanding as of March 31, 2018 570,096 10,062 |
COMPONENTS OF PENSION PLAN NE33
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Defined benefit pension plan | |
Employee Benefit Plans | |
Components of net periodic benefit cost | Three Months Ended March 31, 2018 2017 (in thousands) Interest cost $ 1,116 $ 1,135 Expected return on plan assets (1,436) (1,252) Amortization of prior service cost 47 47 Amortization of net loss 969 773 Net periodic benefit cost (1) $ 696 $ 703 (1) Net periodic benefit cost for the Pension Plan is included in the Other income (expense) line item within our condensed consolidated statements of income (see Note 2. New Accounting Standards). |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SEGMENT INFORMATION | |
Schedule of reportable segment results | Illinois Other and Elimination Basin Appalachia Corporate (1) Consolidated (in thousands) Three Months Ended March 31, 2018 Revenues - Outside $ 289,518 $ 147,565 $ 20,039 $ — $ Revenues - Intercompany 5,387 67 4,291 — Total revenues (2) 294,905 147,632 24,330 (9,745) 457,122 Segment Adjusted EBITDA Expense (3) 181,803 92,498 12,798 Segment Adjusted EBITDA (4) 94,830 53,621 18,992 Total assets 1,425,798 463,857 522,307 Capital expenditures 37,448 13,376 701 — Three Months Ended March 31, 2017 Revenues - Outside $ 264,350 $ 170,244 $ 26,486 $ — $ Revenues - Intercompany 11,205 — 4,113 — Total revenues (2) 275,555 170,244 30,599 (15,318) 461,080 Segment Adjusted EBITDA Expense (3) 161,437 95,317 17,838 Segment Adjusted EBITDA (4) 106,263 73,187 16,461 Total assets 1,426,551 479,375 416,379 Capital expenditures 17,189 12,780 377 — (1) The elimination column represents the elimination of intercompany transactions and is primarily comprised of sales from the Matrix Group and MAC to our mining operations, coal sales and purchases between operations within different segments, sales of receivables to AROP Funding and insurance premiums paid to Wildcat Insurance. (2) Revenues included in the Other and Corporate column are primarily attributable to the Matrix Group revenues, Mt. Vernon transloading revenues, administrative service revenues from affiliates, MAC revenues, Wildcat Insurance revenues and brokerage coal sales. (3) Segment Adjusted EBITDA Expense includes operating expenses, coal purchases and other income. Transportation expenses are excluded as these expenses are passed through to our customers and consequently we do not realize any gain or loss on transportation revenues. We review Segment Adjusted EBITDA Expense per ton for cost trends. The following is a reconciliation of consolidated Segment Adjusted EBITDA Expense to Operating expenses (excluding depreciation, depletion and amortization) : Three Months Ended March 31, 2018 2017 (in thousands) Segment Adjusted EBITDA Expense $ 279,459 $ 261,494 Outside coal purchases (1,374) — Other (expense) income (847) 533 Operating expenses (excluding depreciation, depletion and amortization) $ 277,238 $ 262,027 (4) Segment Adjusted EBITDA is defined as net income (prior to the allocation of noncontrolling interest) before net interest expense, income taxes, depreciation, depletion and amortization, general and administrative expenses and settlement gain. Management therefore is able to focus solely on the evaluation of segment operating profitability as it relates to our revenues and operating expenses, which are primarily controlled by our segments. Consolidated Segment Adjusted EBITDA is reconciled to net income as follows: Three Months Ended March 31, 2018 2017 (in thousands) Consolidated Segment Adjusted EBITDA $ 165,338 $ 193,690 General and administrative (16,651) (16,033) Depreciation, depletion and amortization (61,848) (65,127) Settlement gain 80,000 — Interest expense, net (10,793) (7,492) Income tax benefit 10 12 Net income $ 156,056 $ 105,050 |
Reconciliation of consolidated Segment Adjusted EBITDA Expense to operating expenses (excluding depreciation, depletion and amortization) | Three Months Ended March 31, 2018 2017 (in thousands) Segment Adjusted EBITDA Expense $ 279,459 $ 261,494 Outside coal purchases (1,374) — Other (expense) income (847) 533 Operating expenses (excluding depreciation, depletion and amortization) $ 277,238 $ 262,027 |
Reconciliation of consolidated Segment Adjusted EBITDA to net income | Three Months Ended March 31, 2018 2017 (in thousands) Consolidated Segment Adjusted EBITDA $ 165,338 $ 193,690 General and administrative (16,651) (16,033) Depreciation, depletion and amortization (61,848) (65,127) Settlement gain 80,000 — Interest expense, net (10,793) (7,492) Income tax benefit 10 12 Net income $ 156,056 $ 105,050 |
ORGANIZATION AND PRESENTATION -
ORGANIZATION AND PRESENTATION - Organization (Details) - shares | 3 Months Ended | 7 Months Ended | |
Mar. 31, 2018 | Jul. 27, 2017 | Dec. 31, 2017 | |
Ownership interests | |||
Common units outstanding | 130,903,256 | 130,704,217 | |
SGP | AHGP | |||
Ownership interests | |||
Number of common units owned | 20,641,168 | ||
AHGP | |||
Ownership interests | |||
Common units outstanding | 59,863,000 | ||
ARLP | SGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.01% | ||
ARLP | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.99% | ||
Intermediate Partnership | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 1.0001% | ||
Alliance Coal | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.001% | ||
ARLP | AHGP | |||
Ownership interests | |||
Units owned by parent | 87,188,338 | ||
ARLP | SGP | |||
Ownership interests | |||
Number of common units owned | 7,181 | ||
Minimum | |||
Ownership interests | |||
Coal shipments, payment period | 14 days | ||
Maximum | |||
Ownership interests | |||
Coal shipments, payment period | 28 days |
ORGANIZATION AND PRESENTATION36
ORGANIZATION AND PRESENTATION - Exchange Transaction (Details) - shares | Jul. 28, 2017 | Mar. 31, 2018 | Jul. 27, 2017 |
ARLP | SGP | |||
Ownership interests | |||
Number of common units owned | 7,181 | ||
Exchange Transaction | MGP | |||
Ownership interests | |||
Common units issued in exchange | 56,100,000 | ||
Exchange Transaction | SGP | |||
Ownership interests | |||
Common units issued in exchange | 7,181 | ||
ARLP | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.99% | ||
ARLP | SGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.01% | ||
ARLP | Exchange Transaction | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.99% | ||
ARLP | Exchange Transaction | SGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.01% | ||
Intermediate Partnership | MGP | |||
Ownership interests | |||
Ownership percentage by general partners | 1.0001% | ||
Intermediate Partnership | Exchange Transaction | SGP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.01% |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 09, 2018 | Mar. 31, 2018 |
Settlement of Litigation | ||
Net proceeds from settlement | $ 80,000 | |
Breach of contract litigation | ||
Settlement of Litigation | ||
Settlement per agreement in principal | $ 93,000 | |
Legal and other costs of settlement | 13,000 | |
Net proceeds from settlement | 80,000 | |
Commitments for external coal purchases | Breach of contract litigation | ||
Settlement of Litigation | ||
Purchase of coal reserves, agreed amount | $ 2,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
INVENTORIES | ||
Coal | $ 46,784 | $ 22,825 |
Supplies (net of reserve for obsolescence of $5,149 and $4,940, respectively) | 37,160 | 37,450 |
Total inventories, net | 83,944 | 60,275 |
Reserve for obsolescence | $ 5,254 | $ 5,149 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Estimated fair value - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Significant Observable Inputs (Level 2) | ||
FAIR VALUE MEASUREMENTS | ||
Long-term debt | $ 480,280 | $ 541,147 |
Total | 480,280 | 541,147 |
Significant Unobservable Inputs (Level 3) | ||
FAIR VALUE MEASUREMENTS | ||
Total | 6,800 | 6,800 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
FAIR VALUE MEASUREMENTS | ||
Contingent consideration | $ 6,800 | $ 6,800 |
LONG-TERM DEBT - Components (De
LONG-TERM DEBT - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Principal | ||
Aggregate maturities of long-term debt | $ 440,000 | $ 502,400 |
Less current maturities | (40,000) | (72,400) |
Total long-term debt | 400,000 | 430,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized debt issuance costs including current and non-current | (13,297) | (14,063) |
Total unamortized debt issuance costs | (13,297) | (14,063) |
Senior notes due 2025 | ||
Principal | ||
Aggregate maturities of long-term debt | 400,000 | 400,000 |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized debt issuance costs including current and non-current | (6,479) | (6,707) |
Securitization Facility | ||
Principal | ||
Aggregate maturities of long-term debt | 40,000 | 72,400 |
Credit Agreement | Revolving credit facility | ||
Unamortized Discount and Debt Issuance Costs | ||
Unamortized debt issuance costs including current and non-current | $ (6,818) | |
Replaced Credit Agreement | Replaced Credit facility | ||
Principal | ||
Aggregate maturities of long-term debt | 30,000 | |
Unamortized Discount and Debt Issuance Costs | ||
Unamortized debt issuance costs including current and non-current | $ (7,356) |
LONG-TERM DEBT - ARLP Debt Arra
LONG-TERM DEBT - ARLP Debt Arrangements (Details) | Jan. 27, 2017USD ($)item | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 23, 2017USD ($) | Apr. 03, 2017USD ($) |
Long-Term Debt | |||||||
Outstanding | $ 440,000,000 | $ 440,000,000 | $ 502,400,000 | ||||
Debt issuance costs incurred | $ 6,664,000 | ||||||
ARLP Debt Arrangements | |||||||
Long-Term Debt | |||||||
ARLP debt arrangements requirements, period over which the ratios are required to be maintained | 12 months | ||||||
Actual debt to cash flow ratio for trailing twelve months | 0.75 | ||||||
Actual cash flow to interest expense ratio for trailing twelve months | 16 | ||||||
Credit Agreement | Revolving credit facility | |||||||
Long-Term Debt | |||||||
Number of benchmarks | item | 3 | ||||||
Letters of credit outstanding | 8,100,000 | $ 8,100,000 | |||||
Line of credit facility, available for borrowing | $ 486,700,000 | $ 486,700,000 | |||||
Annual commitment fee percentage, undrawn portion | 0.35% | ||||||
Credit Agreement | Revolving credit facility | Eurodollar Rate | |||||||
Long-Term Debt | |||||||
Effective interest rate (as a percent) | 4.07% | 4.07% | |||||
Credit Agreement | Revolving credit facility | Reduced Commitment as of May 23. 2017 | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 494,750,000 | ||||||
Credit Agreement | Revolving credit facility | Extended Commitment to May 23, 2021 | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 461,250,000 | ||||||
Credit Agreement | Letters of credit subfacility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 125,000,000 | ||||||
Credit Agreement | Swingline subfacility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||
Amendment | Revolving credit facility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 494,750,000 | ||||||
Replaced Credit Agreement | Replaced Credit facility | |||||||
Long-Term Debt | |||||||
Outstanding | $ 30,000,000 | ||||||
Intermediate Partnership | ARLP Debt Arrangements | |||||||
Long-Term Debt | |||||||
ARLP debt arrangements requirements, period over which the ratios are required to be maintained | 12 months | ||||||
Intermediate Partnership | ARLP Debt Arrangements | Maximum | |||||||
Long-Term Debt | |||||||
ARLP debt arrangements requirements, debt to cash flow ratio | 2.5 | ||||||
Intermediate Partnership | ARLP Debt Arrangements | Minimum | |||||||
Long-Term Debt | |||||||
ARLP debt arrangements requirements, cash flow to interest expense ratio | 3 |
LONG-TERM DEBT - 2025 Senior No
LONG-TERM DEBT - 2025 Senior Notes (Details) - USD ($) | Apr. 24, 2017 | Mar. 31, 2017 |
Issuance of Senior Notes | ||
Discount and debt issuance costs incurred | $ 6,664,000 | |
Intermediate Partnership and Alliance Finance | Senior notes due 2025 | Senior Notes | ||
Issuance of Senior Notes | ||
Principal amount | $ 400,000,000 | |
Term | 8 years | |
Interest rate (as a percent) | 7.50% | |
Percentage of debt that may be redeemed prior to May 1, 2020 | 35.00% | |
Redemption price expressed as a percentage of principal | 107.50% |
LONG-TERM DEBT - Securitization
LONG-TERM DEBT - Securitization Facility (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 05, 2014 |
Long-Term Debt | |||
Outstanding | $ 440,000,000 | $ 502,400,000 | |
Securitization Facility | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Outstanding | $ 40,000,000 | $ 72,400,000 |
LONG-TERM DEBT - Cavalier (Deta
LONG-TERM DEBT - Cavalier (Details) - Cavalier Credit Agreement $ in Millions | Oct. 06, 2015USD ($) |
Long-Term Debt | |
Credit facility amount | $ 100 |
Annual commitment fee percentage, undrawn portion | 0.00% |
Period for initial amount of payments | 2 years |
Minimum | |
Long-Term Debt | |
Initial quarterly payments | $ 1.3 |
Quarterly payments after initial period | $ 2.5 |
Quarterly payments as a percentage of excess cash flow | 50.00% |
One-month LIBOR | |
Long-Term Debt | |
Basis spread for variable interest rate (as a percent) | 6.00% |
VARIABLE INTEREST ENTITIES - Ca
VARIABLE INTEREST ENTITIES - Cavalier Minerals (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Oct. 06, 2015 | Nov. 10, 2014 |
Cavalier Minerals | All Dale I | |||
Variable Interest Entities | |||
Noncontrolling ownership interest (as a percent) | 71.70% | ||
Cavalier Minerals | All Dale II | |||
Variable Interest Entities | |||
Noncontrolling ownership interest (as a percent) | 72.80% | ||
Funding Commitments | Cavalier Minerals | All Dale I | |||
Variable Interest Entities | |||
Funding commitment | $ 49 | ||
Funding Commitments | Cavalier Minerals | All Dale II | |||
Variable Interest Entities | |||
Funding commitment | $ 100 | ||
Initial Funding Commitment | Bluegrass Minerals | Cavalier Minerals | |||
Variable Interest Entities | |||
Funding commitment | 2 | ||
Additional Funding Commitment | Bluegrass Minerals | Cavalier Minerals | |||
Variable Interest Entities | |||
Funding commitment | 4 | ||
Variable Interest Entity, Primary Beneficiary | Initial Funding Commitment | Alliance Minerals | Cavalier Minerals | |||
Variable Interest Entities | |||
Funding commitment | $ 48 | ||
Variable Interest Entity, Primary Beneficiary | Additional Funding Commitment | Alliance Minerals | Cavalier Minerals | |||
Variable Interest Entities | |||
Funding commitment | $ 96 |
VARIABLE INTEREST ENTITIES - 46
VARIABLE INTEREST ENTITIES - Cavalier Minerals Commitments (Details) - Cavalier Minerals - Funding Commitments $ in Millions | Mar. 31, 2018USD ($) |
Alliance Minerals | |
Variable Interest Entities | |
Cumulative commitment fulfilled | $ 143.1 |
Bluegrass Minerals | |
Variable Interest Entities | |
Cumulative commitment fulfilled | $ 6 |
VARIABLE INTEREST ENTITIES - 47
VARIABLE INTEREST ENTITIES - Cavalier Minerals Distributions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Variable Interest Entities | ||
Distributions paid to Partners | $ 68,396 | $ 53,224 |
Cavalier Minerals | Alliance Minerals | ||
Variable Interest Entities | ||
Distributions paid to Partners | $ 3,888 | 4,563 |
Cavalier Minerals | Bluegrass Minerals | ||
Variable Interest Entities | ||
Incentive distribution for noncontrolling owners (as a percent) | 25.00% | |
Distributions paid to Partners | $ 162 | $ 190 |
Cavalier Minerals | Variable Interest Entity, Primary Beneficiary | Alliance Minerals | ||
Variable Interest Entities | ||
Ownership interest in VIE (as a percent) | 96.00% |
VARIABLE INTEREST ENTITIES - Ot
VARIABLE INTEREST ENTITIES - Other VIEs (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($) | Nov. 17, 2014company | |
Variable Interest Entities | ||
Percentage of available cash distributed | 100.00% | |
MGP | Alliance Coal | ||
Variable Interest Entities | ||
Ownership percentage by general partners | 0.001% | |
MGP | Intermediate Partnership | ||
Variable Interest Entities | ||
Ownership percentage by general partners | 1.0001% | |
Variable Interest Entity, Primary Beneficiary | Intermediate Partnership | ||
Variable Interest Entities | ||
Ownership percentage by general partners | 0.01% | |
Variable Interest Entity, Primary Beneficiary | Intermediate Partnership | Alliance Coal | ||
Variable Interest Entities | ||
Ownership interest in VIE (as a percent) | 99.999% | |
Variable Interest Entity, Primary Beneficiary | ARLP | Intermediate Partnership | ||
Variable Interest Entities | ||
Ownership interest in VIE (as a percent) | 98.9899% | |
WKY CoalPlay | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entities | ||
Number of limited liability companies related to MGP, that formed the related party together with SGP Land | company | 2 | |
Coal lease | WKY CoalPlay | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entities | ||
Payments for earned royalties | $ 10.8 | |
Advance royalties | $ 40.7 |
INVESTMENTS - AllDale (Details)
INVESTMENTS - AllDale (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Feb. 28, 2017 | |
Changes in equity method investment | |||
Beginning balance | $ 147,964 | ||
Equity method investment income | 3,736 | $ 3,700 | |
Ending balance | 158,669 | ||
AllDale Partnerships | |||
Changes in equity method investment | |||
Beginning balance | 147,964 | 138,817 | |
Contributions | 11,400 | 9,287 | |
Equity method investment income | 3,736 | 3,700 | |
Distributions received | (4,431) | (4,752) | |
Ending balance | $ 158,669 | $ 147,052 | |
Funding Commitments | All Dale Minerals III | Alliance Minerals | |||
Equity method investments, additional information | |||
Investment commitment | $ 30,000 |
INVESTMENTS - Kodiak (Details)
INVESTMENTS - Kodiak (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Jul. 19, 2017 | |
Equity securities without readily determinable fair value | ||
Equity securities | $ 106,398 | |
Change in investment | ||
Beginning balance | 106,398 | |
Payment-in-kind distributions received | 3,724 | |
Ending balance | $ 110,122 | |
Kodiak | Series A-1 Preferred Interests | Alliance Minerals | ||
Equity securities without readily determinable fair value | ||
Equity securities | $ 100,000 |
REVENUE FROM CONTRACTS WITH C51
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of revenues | ||
Revenue | $ 457,122 | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | $ 461,080 | |
Coal | ||
Disaggregation of revenues | ||
Revenue | 423,610 | |
Coal | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 438,744 | |
Transportation revenues | ||
Disaggregation of revenues | ||
Revenue | 19,785 | |
Transportation revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 9,596 | |
Other sales and operating revenues | ||
Disaggregation of revenues | ||
Revenue | 13,727 | |
Other sales and operating revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 12,740 | |
Elimination | ||
Disaggregation of revenues | ||
Revenue | (9,745) | |
Elimination | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | (15,318) | |
Elimination | Coal | ||
Disaggregation of revenues | ||
Revenue | (5,455) | |
Elimination | Coal | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | (11,205) | |
Elimination | Other sales and operating revenues | ||
Disaggregation of revenues | ||
Revenue | (4,290) | |
Elimination | Other sales and operating revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | (4,113) | |
Illinois Basin | ||
Disaggregation of revenues | ||
Revenue | 289,518 | |
Illinois Basin | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 264,350 | |
Illinois Basin | Operating segments | ||
Disaggregation of revenues | ||
Revenue | 294,905 | |
Illinois Basin | Operating segments | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 275,555 | |
Illinois Basin | Operating segments | Coal | ||
Disaggregation of revenues | ||
Revenue | 276,065 | |
Illinois Basin | Operating segments | Coal | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 266,928 | |
Illinois Basin | Operating segments | Transportation revenues | ||
Disaggregation of revenues | ||
Revenue | 18,271 | |
Illinois Basin | Operating segments | Transportation revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 7,855 | |
Illinois Basin | Operating segments | Other sales and operating revenues | ||
Disaggregation of revenues | ||
Revenue | 569 | |
Illinois Basin | Operating segments | Other sales and operating revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 772 | |
Illinois Basin | Elimination | ||
Disaggregation of revenues | ||
Revenue | 5,387 | |
Illinois Basin | Elimination | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 11,205 | |
Appalachia | ||
Disaggregation of revenues | ||
Revenue | 147,565 | |
Appalachia | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 170,244 | |
Appalachia | Operating segments | ||
Disaggregation of revenues | ||
Revenue | 147,632 | |
Appalachia | Operating segments | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 170,244 | |
Appalachia | Operating segments | Coal | ||
Disaggregation of revenues | ||
Revenue | 145,289 | |
Appalachia | Operating segments | Coal | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 167,773 | |
Appalachia | Operating segments | Transportation revenues | ||
Disaggregation of revenues | ||
Revenue | 1,514 | |
Appalachia | Operating segments | Transportation revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 1,741 | |
Appalachia | Operating segments | Other sales and operating revenues | ||
Disaggregation of revenues | ||
Revenue | 829 | |
Appalachia | Operating segments | Other sales and operating revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 730 | |
Appalachia | Elimination | ||
Disaggregation of revenues | ||
Revenue | 67 | |
Other and Corporate | ||
Disaggregation of revenues | ||
Revenue | 20,039 | |
Other and Corporate | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 26,486 | |
Other and Corporate | Operating segments | ||
Disaggregation of revenues | ||
Revenue | 24,330 | |
Other and Corporate | Operating segments | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 30,599 | |
Other and Corporate | Operating segments | Coal | ||
Disaggregation of revenues | ||
Revenue | 7,711 | |
Other and Corporate | Operating segments | Coal | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 15,248 | |
Other and Corporate | Operating segments | Other sales and operating revenues | ||
Disaggregation of revenues | ||
Revenue | 16,619 | |
Other and Corporate | Operating segments | Other sales and operating revenues | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | 15,351 | |
Other and Corporate | Elimination | ||
Disaggregation of revenues | ||
Revenue | $ 4,291 | |
Other and Corporate | Elimination | Calculated under Revenue Guidance in Effect before Topic 606 | ||
Disaggregation of revenues | ||
Revenue | $ 4,113 |
REVENUE FROM CONTRACTS WITH C52
REVENUE FROM CONTRACTS WITH CUSTOMERS - Coal supply contractst (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Performance obligations unsatisfied or partially unsatisfied | |
Total | $ 2,314,560 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 1,225,087 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 603,230 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 396,229 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 90,014 |
Operating segments | Illinois Basin | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 1,343,544 |
Operating segments | Illinois Basin | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 740,763 |
Operating segments | Illinois Basin | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 312,605 |
Operating segments | Illinois Basin | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 238,386 |
Operating segments | Illinois Basin | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 51,790 |
Operating segments | Appalachia | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 951,067 |
Operating segments | Appalachia | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 470,006 |
Operating segments | Appalachia | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 284,994 |
Operating segments | Appalachia | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 157,843 |
Operating segments | Appalachia | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 38,224 |
Operating segments | Other and Corporate | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 84,012 |
Operating segments | Other and Corporate | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 61,346 |
Operating segments | Other and Corporate | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | 22,666 |
Elimination | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | (64,063) |
Elimination | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | (47,028) |
Elimination | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Performance obligations unsatisfied or partially unsatisfied | |
Total | $ (17,035) |
NET INCOME OF ARLP PER LIMITE53
NET INCOME OF ARLP PER LIMITED PARTNER UNIT - Exchange Transaction (Details) - shares | Jul. 28, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Ownership interests | |||
ARLP common units outstanding | 130,903,256 | 130,704,217 | |
AHGP | |||
Ownership interests | |||
ARLP common units outstanding | 59,863,000 | ||
AHGP | MGP | |||
Ownership interests | |||
Ownership percentage of managing general partner by parent | 100.00% | ||
MGP | ARLP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.99% | ||
MGP | Intermediate Partnership | |||
Ownership interests | |||
Ownership percentage by general partners | 1.0001% | ||
MGP II | AHGP | |||
Ownership interests | |||
Units owned by parent | 56,100,000 | ||
Ownership percentage of managing general partner by parent | 100.00% | ||
Exchange Transaction | MGP | ARLP | |||
Ownership interests | |||
Ownership percentage by general partners | 0.99% | ||
Exchange Transaction | MGP | |||
Ownership interests | |||
Common units issued in exchange | 56,100,000 | ||
Exchange Transaction | SGP | |||
Ownership interests | |||
Common units issued in exchange | 7,181 |
NET INCOME OF ARLP PER LIMITE54
NET INCOME OF ARLP PER LIMITED PARTNER UNIT - Incentive Distributions (Details) - MGP | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Excess Of $0.1375 Per Unit | |
Incentive distributions | |
General partner incentive distribution percentage | 15.00% |
Threshold distribution of net income per unit (in dollars per unit) | $ 0.1375 |
Excess Of $0.15625 Per Unit | |
Incentive distributions | |
General partner incentive distribution percentage | 25.00% |
Threshold distribution of net income per unit (in dollars per unit) | $ 0.15625 |
Excess Of $0.1875 Per Unit | |
Incentive distributions | |
General partner incentive distribution percentage | 50.00% |
Threshold distribution of net income per unit (in dollars per unit) | $ 0.1875 |
NET INCOME OF ARLP PER LIMITE55
NET INCOME OF ARLP PER LIMITED PARTNER UNIT - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income of ARLP | $ 155,908 | $ 104,902 | ||||
Managing general partner priority distributions | (19,216) | |||||
General partner's equity ownership | (1,560) | (1,730) | ||||
General partner's special allocation of certain general and administrative expenses | 800 | |||||
LIMITED PARTNERS' INTEREST IN NET INCOME OF ARLP | 154,348 | 84,756 | ||||
Distributions to participating securities | (1,271) | (966) | ||||
Undistributed earnings attributable to participating securities | (1,548) | (1,465) | ||||
Net income of ARLP available to limited partners | $ 151,529 | $ 82,325 | ||||
Weighted average limited partner units outstanding - basic (in units) | 130,819,217 | 74,503,298 | ||||
Weighted average limited partner units outstanding - diluted (in units) | 130,819,217 | 74,503,298 | ||||
Basic net income of ARLP per limited partner unit (in dollars per unit) | $ 1.16 | $ 1.10 | ||||
Diluted net income of ARLP per limited partner unit (in dollars per unit) | $ 1.16 | $ 1.10 | ||||
Anti-dilutive under the treasury stock method (in units) | 1,532,000 | 1,427,000 | ||||
Pro Forma | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income of ARLP | $ 155,908 | $ 104,902 | ||||
General partner's equity ownership | (1,560) | (1,050) | ||||
General partner's special allocation of certain general and administrative expenses | 800 | |||||
LIMITED PARTNERS' INTEREST IN NET INCOME OF ARLP | 154,348 | 104,652 | ||||
Distributions to participating securities | (1,271) | (966) | ||||
Undistributed earnings attributable to participating securities | (1,548) | (769) | ||||
Net income of ARLP available to limited partners | $ 151,529 | $ 102,917 | ||||
Weighted average limited partner units outstanding - basic (in units) | 130,819,000 | 130,610,000 | ||||
Pro forma basic net income of ARLP per limited partner unit (3) (in dollars per share) | $ 1.16 | $ 0.79 | ||||
Pro forma diluted net income of ARLP per limited partner unit (3) (in dollars per share) | $ 1.16 | $ 0.79 | ||||
Anti-dilutive under the treasury stock method (in units) | 1,532,000 | 1,427,000 | ||||
Affiliated entity controlled by Mr. Craft | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Contributions from affiliates for general and administrative expenses | $ 800 | |||||
Affiliated entity controlled by Mr. Craft | Pro Forma | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Contributions from affiliates for general and administrative expenses | $ 800 | |||||
Exchange Transaction | Pro Forma | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common units issued in exchange | 56,107,181 | 56,107,181 | 56,107,181 | 56,107,181 |
WORKERS' COMPENSATION AND PNE56
WORKERS' COMPENSATION AND PNEUMOCONIOSIS - Workers' Compensation Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reconciliation of changes in the workers' compensation liability | ||
Beginning balance | $ 54,439 | $ 48,131 |
Accruals increase | 2,641 | 1,974 |
Payments | (2,797) | (2,925) |
Interest accretion | 363 | 420 |
Ending balance | 54,646 | $ 47,600 |
Receivables for traumatic injury claims | $ 9,000 |
WORKERS' COMPENSATION AND PNE57
WORKERS' COMPENSATION AND PNEUMOCONIOSIS - Periodic Benefit Cost (Details) - Pneumoconiosis benefits - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accrued Workers Compensation And Pneumoconiosis Benefits | ||
Service cost | $ 630 | $ 546 |
Interest cost | 635 | 629 |
Amortization of net actuarial loss | 1 | (567) |
Net periodic benefit cost | $ 1,266 | $ 608 |
COMPENSATION PLANS - LTIP Grant
COMPENSATION PLANS - LTIP Grants Activity (Details) - ARLP LTIP - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of non-vested grants (in units) | ||
Balance at the beginning of the period (in units) | 1,694,026 | |
Granted (in units) | 511,305 | |
Vested (in units) | (290,706) | |
Forfeited (in units) | (16,930) | |
Balance at the end of the period (in units) | 1,897,695 | |
Weighted average grant date fair value per unit | ||
Balance at the beginning of the period (in dollars per unit) | $ 19.62 | |
Granted (in dollars per unit) | 20.40 | |
Vested (in dollars per unit) | 37.18 | |
Forfeited (in dollars per unit) | 16.19 | |
Balance at the end of the period (in dollars per unit) | $ 17.17 | |
Intrinsic value (in dollars) | ||
Intrinsic value of outstanding grants (in dollars) | $ 33,494 | $ 33,372 |
Other information | ||
Common units issued upon vesting | 191,858 |
COMPENSATION PLANS - LTIP Other
COMPENSATION PLANS - LTIP Other Information (Details) - ARLP LTIP - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other information | ||
Unit-based compensation expense | $ 2.7 | $ 2.6 |
Total unit-based obligation recorded | 13.6 | |
Unrecognized compensation expense (in dollars) | $ 18.9 | |
Weighted-average period for recognition of expense | 1 year 6 months | |
Units for which vesting requirements were deemed satisfied | 290,706 | |
Forfeitures (in units) | 16,930 | |
Common units issued upon vesting | 191,858 | |
Units granted | 511,305 | |
Units available for grant | 2,100,000 |
COMPENSATION PLANS - SERP and D
COMPENSATION PLANS - SERP and Directors Deferred Compensation Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
SERP and Deferred Compensation Plans | |||
Other information | |||
Unit-based compensation expense | $ 400 | $ 300 | |
Total unit-based obligation recorded | $ 16,100 | ||
SERP and Deferred Compensation Plans | Phantom Share Units (PSUs) | |||
Summary of activity (in units) | |||
Balance at the beginning of the period (in units) | 561,784 | ||
Granted (in units) | 18,676 | ||
Issued (in units) | (10,364) | ||
Balance at the end of the period (in units) | 570,096 | ||
Summary of activity (in dollars per unit) | |||
Balance at the beginning of the period (in dollars per unit) | $ 28.64 | ||
Granted (in dollars per unit) | 18.53 | ||
Issued (in dollars per unit) | 27.92 | ||
Balance at the end of the period (in dollars per unit) | $ 28.32 | ||
Intrinsic value (in dollars) | |||
Intrinsic value of outstanding grants (in dollars) | $ 10,062 | $ 11,067 | |
SERP | Phantom Share Units (PSUs) | |||
Other information | |||
Common units issued upon vesting | 7,181 |
COMPENSATION PLANS - SERP and61
COMPENSATION PLANS - SERP and Directors Deferred Compensation Plans (Details) - SERP and Deferred Compensation Plans - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Compensation Plans | ||
Common unit-based compensation expense | $ 0.4 | $ 0.3 |
Total unit-based obligation recorded | $ 16.1 |
COMPONENTS OF PENSION PLAN NE62
COMPONENTS OF PENSION PLAN NET PERIODIC BENEFIT COSTS (Details) - USD ($) $ in Thousands | Apr. 13, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Defined benefit pension plan | |||
Components of net periodic benefit cost: | |||
Interest cost | $ 1,116 | $ 1,135 | |
Expected return on plan assets | (1,436) | (1,252) | |
Amortization of prior service cost (1) | 47 | 47 | |
Amortization of net loss (1) | 969 | 773 | |
Net periodic benefit cost | 696 | $ 703 | |
2017 plan year | |||
Components of net periodic benefit cost: | |||
Employer contribution payments | 700 | ||
2018 plan year | |||
Components of net periodic benefit cost: | |||
Employer contribution payments | $ 700 | $ 1,500 |
SEGMENT INFORMATION - General (
SEGMENT INFORMATION - General (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
SEGMENT INFORMATION | |
Number of reportable segments | 2 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Reportable segment results | |||
Revenues | $ 457,122 | ||
Total revenues | 457,122 | $ 461,080 | |
Segment Adjusted EBITDA Expense | 279,459 | 261,494 | |
Segment Adjusted EBITDA | 165,338 | 193,690 | |
Total assets | 2,243,414 | 2,204,316 | $ 2,219,371 |
Capital expenditures | 51,525 | 30,346 | |
Additional information | |||
Equity method investment income | 3,736 | 3,700 | |
Investments in affiliate | 158,669 | $ 147,964 | |
Illinois Basin | |||
Reportable segment results | |||
Revenues | 289,518 | ||
Appalachia | |||
Reportable segment results | |||
Revenues | 147,565 | ||
Other and Corporate | |||
Reportable segment results | |||
Revenues | 20,039 | ||
Operating segments | Illinois Basin | |||
Reportable segment results | |||
Revenues | 294,905 | ||
Segment Adjusted EBITDA Expense | 181,803 | 161,437 | |
Segment Adjusted EBITDA | 94,830 | 106,263 | |
Total assets | 1,425,798 | 1,426,551 | |
Capital expenditures | 37,448 | 17,189 | |
Operating segments | Appalachia | |||
Reportable segment results | |||
Revenues | 147,632 | ||
Segment Adjusted EBITDA Expense | 92,498 | 95,317 | |
Segment Adjusted EBITDA | 53,621 | 73,187 | |
Total assets | 463,857 | 479,375 | |
Capital expenditures | 13,376 | 12,780 | |
Operating segments | Other and Corporate | |||
Reportable segment results | |||
Revenues | 24,330 | ||
Segment Adjusted EBITDA Expense | 12,798 | 17,838 | |
Segment Adjusted EBITDA | 18,992 | 16,461 | |
Total assets | 522,307 | 416,379 | |
Capital expenditures | 701 | 377 | |
Elimination | |||
Reportable segment results | |||
Revenues | (9,745) | ||
Segment Adjusted EBITDA Expense | (7,640) | (13,098) | |
Segment Adjusted EBITDA | (2,105) | (2,221) | |
Total assets | (168,548) | (117,989) | |
Elimination | Illinois Basin | |||
Reportable segment results | |||
Revenues | 5,387 | ||
Elimination | Appalachia | |||
Reportable segment results | |||
Revenues | 67 | ||
Elimination | Other and Corporate | |||
Reportable segment results | |||
Revenues | $ 4,291 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Reportable segment results | |||
Revenues | 461,080 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Illinois Basin | |||
Reportable segment results | |||
Revenues | 264,350 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Appalachia | |||
Reportable segment results | |||
Revenues | 170,244 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Other and Corporate | |||
Reportable segment results | |||
Revenues | 26,486 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Operating segments | Illinois Basin | |||
Reportable segment results | |||
Revenues | 275,555 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Operating segments | Appalachia | |||
Reportable segment results | |||
Revenues | 170,244 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Operating segments | Other and Corporate | |||
Reportable segment results | |||
Revenues | 30,599 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Elimination | |||
Reportable segment results | |||
Revenues | (15,318) | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Elimination | Illinois Basin | |||
Reportable segment results | |||
Revenues | 11,205 | ||
Calculated under Revenue Guidance in Effect before Topic 606 | Elimination | Other and Corporate | |||
Reportable segment results | |||
Revenues | $ 4,113 |
SEGMENT INFORMATION - EBITDA Ex
SEGMENT INFORMATION - EBITDA Expense Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reconciliation of consolidated Segment Adjusted EBITDA Expense to operating expenses (excluding depreciation, depletion and amortization) | ||
Segment Adjusted EBITDA Expense | $ 279,459 | $ 261,494 |
Outside coal purchases | (1,374) | |
Other (expense) income | (847) | 533 |
Operating expenses (excluding depreciation, depletion and amortization) | $ 277,238 | $ 262,027 |
SEGMENT INFORMATION - EBITDA Re
SEGMENT INFORMATION - EBITDA Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reconciliation of consolidated Segment Adjusted EBITDA to net income | ||
Consolidated Segment Adjusted EBITDA | $ 165,338 | $ 193,690 |
General and administrative | (16,651) | (16,033) |
Depreciation, depletion and amortization | (61,848) | (65,127) |
Settlement gain | 80,000 | |
Interest expense, net | (10,793) | (7,492) |
Income tax benefit | 10 | 12 |
NET INCOME | $ 156,056 | $ 105,050 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event $ / shares in Units, $ in Millions | Apr. 27, 2018USD ($)$ / shares |
Subsequent Event | |
Distribution declared (in dollars per unit) | $ / shares | $ 0.515 |
Approximate distribution to be paid | $ 68.1 |
General Partners' Capital (Deficit) | |
Subsequent Event | |
Approximate distribution to be paid | $ 0.7 |
SUBSEQUENT EVENTS - Simplificat
SUBSEQUENT EVENTS - Simplification Transactions (Details) | Apr. 26, 2018 | Feb. 22, 2018 | Mar. 31, 2018 |
Intermediate Partnership | MGP | |||
Simplification Transactions | |||
Ownership percentage by general partners | 1.0001% | ||
Intermediate Partnership | MGP | Simplification Transactions | |||
Simplification Transactions | |||
Ownership percentage by general partners | 1.0001% | ||
Intermediate Partnership | AHGP | Subsequent event | Simplification Transactions | |||
Simplification Transactions | |||
Ownership percentage by general partners | 1.0001% | ||
Alliance Coal | MGP | |||
Simplification Transactions | |||
Ownership percentage by general partners | 0.001% | ||
Alliance Coal | MGP | Simplification Transactions | |||
Simplification Transactions | |||
Ownership percentage by general partners | 0.001% | ||
Alliance Coal | AHGP | Subsequent event | Simplification Transactions | |||
Simplification Transactions | |||
Ownership percentage by general partners | 0.001% |