ALLIANCE RESOURCE PARTNERS LP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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3. Variable Interest Entities
AllDale I & II and Cavalier Minerals
We own the general partner interests and, including the limited partner interests we hold through our ownership in Cavalier Minerals JV, LLC (“Cavalier Minerals”), approximately 97% of the limited partner interests in AllDale Minerals LP (“AllDale I”) and AllDale Minerals II, LP (“AllDale II”, and collectively with AllDale I, “AllDale I & II”). As the general partner of AllDale I & II, we are entitled to receive 20.0% of all distributions from AllDale I & II with the remaining 80.0% allocated to limited partners based upon ownership percentages.
Cavalier Minerals owns approximately 72% of the limited partner interests in AllDale I & II. We own the managing member interest and a 96% member interest in Cavalier Minerals. Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) owns a 4% member interest in Cavalier Minerals and a profits interest which entitles it to receive distributions equal to 25% of all distributions (including in liquidation).
We have concluded that AllDale I, AllDale II and Cavalier Minerals are VIEs which we consolidate as the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of AllDale I, AllDale II and Cavalier Minerals in addition to having substantial equity ownership.
Our share of Cavalier Minerals’ investment in AllDale I & II is eliminated in consolidation and Bluegrass Minerals’ investment in Cavalier Minerals is accounted for as noncontrolling ownership interest on our consolidated balance sheets. Additionally, earnings attributable to Bluegrass Minerals are recognized as noncontrolling interest in our consolidated statements of income.
The following table presents the carrying amounts and classification of AllDale I & II’s assets and liabilities included in our consolidated balance sheets:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · December 31, · | |||||||
| · · 2025 · · 2024 · | |||||||
| Assets (liabilities): · · (in thousands) | |||||||
| Cash and cash equivalents | | $4,137 | | $5,154 | | ||
| Trade receivables | | 11,194 | | 11,209 | | ||
| Total property, plant and equipment, net | | 356,751 | | 373,093 | | ||
| Accounts payable | | | (236) | | | (221) | |
| Accrued taxes other than income taxes | | (970) | | | (870) | | |
AllDale III
AllDale III owns oil & gas mineral interests in areas around the oil & gas mineral interests we own. Alliance Minerals owns a 13.9% limited partner interest in AllDale III. Alliance Minerals’ investment in AllDale III is subject to a 25% profits interest for the general partner that is subject to a return hurdle equal to the greater of 125% of cumulative capital contributions and a 10% internal rate of return, and following an 80/20 “catch-up” provision for the general partner.
We have concluded that AllDale III is a VIE that we do not consolidate. AllDale III is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We are not the primary beneficiary of AllDale III because we do not have the power to direct the activities that most significantly impact AllDale III’s economic performance. At December 31, 2025 and 2024, the carrying value of our investment in AllDale III was $21.0 million and $22.5 million, respectively.
Francis
We invested $20 million in Francis, in the form of a convertible note. Francis currently is active in the installation, management and operation of metered-for-fee, public-access electric vehicle (“EV”) charging stations. Francis also develops and constructs EV charging stations for third-party customers. Our convertible note matured on April 1, 2023 and was converted into a preferred equity interest in Francis. As of December 31, 2025, we held approximately 15.2% of Francis’ equity.
We have concluded that Francis is a VIE that we do not consolidate. Francis’ management structure is similar to a limited partnership with the non-managing members (i) not having the ability to remove the managing member and (ii) not participating significantly in the operational decisions. We are not the primary beneficiary of Francis because we do not have the power to direct the activities that most significantly impact Francis’s economic performance. At December 31, 2025, the carrying value of our investment in Francis waszero. At December 31, 2024, the carrying value of our investment in Francis was $4.3 million.
NGP ET IV
We have a commitment to purchase $25.0 million of limited partner interests in NGP ET IV, a private equity fund sponsored by NGP Energy Capital Management, LLC (“NGP”) and focused on investments that are part of the energy transition. This commitment represents a 3.6% interest in NGP ET IV. As of December 31, 2025, we have funded $10.8 million of this commitment after giving effect to returns on our investment.
We have concluded that NGP ET IV is a VIE that we do not consolidate. NGP ET IV is structured as a limited partnership with limited partners (i) not having the ability to remove the general partner and (ii) not participating significantly in operational decisions. We are not the primary beneficiary of NGP ET IV because we do not have the power to direct the activities that most significantly impact NGP ET IV’s economic performance. At December 31, 2025 and 2024, the carrying value of our investment in NGP ET IV was $13.4 million and $8.8 million, respectively.
Gavin Generation
We have committed to invest up to $25.0 million of limited partner interests in Gavin Generation. Gavin Generation owns, indirectly, an interest in a joint venture holding company formed with a third-party that indirectly owns and operates a coal-fired power plant. This commitment represents an interest of 5.4% in Gavin Generation (based on total commitments). As of December 31, 2025, we have funded $17.3 million of this commitment after giving effect to returns on our investment. Our investment in Gavin Generation is subject to a customary profit interest in favor of the general partner after the return of capital to the limited partners and the investment generating a specified internal rate of return in favor of the limited partners.
We have concluded that Gavin Generation is a VIE that we do not consolidate. Gavin Generation is structured as a limited partnership with the limited partners (1) not having the ability to remove the general partner and (2) not participating significantly in operational decisions. We are not the primary beneficiary of Gavin Generation because we do not have the power to direct the activities that most significantly impact Gavin Generation’s economic performance. At December 31, 2025, the carrying value of our investment in Gavin Generation was $35.2 million.
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