ALLIANCE RESOURCE PARTNERS LP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) (1)Financial Statements and Supplementary Data.
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| | | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | | 96 |
| Consolidated Balance Sheets | | 98 |
| Consolidated Statements of Income | | 99 |
| Consolidated Statements of Comprehensive Income | | 100 |
| Consolidated Statements of Cash Flows | | 101 |
| Consolidated Statement of Partners’ Capital | | 102 |
| Notes to Consolidated Financial Statements | | 103 |
| 1. Organization and Presentation | | 103 |
| 2. Summary of Significant Accounting Policies | | 105 |
| 3. Variable Interest Entities | | 113 |
| 4. Acquisitions | | 115 |
| 5. Fair Value Measurements | | 118 |
| 6. Inventories | | 120 |
| 7. Digital Assets | | 120 |
| 8. Property, Plant and Equipment | | 121 |
| 9. Long-Lived Asset Impairments | | 121 |
| 10. Equity Investments | | 122 |
| 11. Leases | | 123 |
| 12. Long-Term Debt | | 124 |
| 13. Accrued Workers’ Compensation and Pneumoconiosis Benefits | | 127 |
| 14. Employee Benefit Plans | | 129 |
| 15. Asset Retirement Obligations | | 133 |
| 16. Commitments and Contingencies | | 134 |
| 17. Partners’ Capital | | 134 |
| 18. Common Unit-Based Compensation Plans | | 135 |
| 19. Revenue From Contracts With Customers | | 137 |
| 20. Concentration of Credit Risk and Major Customers | | 137 |
| 21. Related-Party Transactions | | 138 |
| 22. Income Taxes | | 140 |
| 23. Earnings Per Limited Partner Unit | | 141 |
| 24. Supplemental Cash Flow Information | | 142 |
| 25. Segment Information | | 142 |
| 26. Subsequent Event | | 146 |
| Supplemental Oil & Gas Reserve Information (Unaudited) | | 147 |
(a)(2)Financial Statement Schedule.
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| Schedule I – Condensed Financial Information of Registrant | | 152 |
All other schedules are omitted because they are not applicable or the information is shown in the financial statements or notes thereto.
(a)(3) and (c)The exhibits listed below are filed as part of this annual report.
| · · · · Incorporated by Reference · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| 3.1 | | Amended and Restated Certificate of Limited Partnership of Alliance Resource Partners, L.P. | | 8-K | | 000-2682317990766 | | 3.6 | | 07/28/2017 | | |
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| 3.2 | | Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. | | 8-K | | 000-2682317990766 | | 3.2 | | 07/28/2017 | | |
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| 3.3 | | Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. | | 10-K | | 000-2682318634680 | | 3.9 | | 02/23/2018 | | |
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| 3.4 | | Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of May 31, 2018. | | 8-K | | 000-268231883834 | | 3.3 | | 06/06/2018 | | |
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| 3.5 | | Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of June 1, 2018. | | 8-K | | 000-268231883834 | | 3.4 | | 06/06/2018 | | |
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| 3.6 | | Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P. | | S-1/A | | 333-7884599669102 | | 3.8 | | 07/23/1999 | | |
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| 3.7 | | First Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P. | | 10-Q | | 000-26823241184062 | | 3.7 | | 08/07/2024 | | |
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| 3.8 | | Second Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P. | | 10-Q | | 000-26823241184062 | | 3.8 | | 08/07/2024 | | |
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| 3.9 | | Third Amendment to Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P. | | 10-Q | | 000-26823241184062 | | 3.9 | | 08/07/2024 | | |
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| 3.10 | | Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P. | | 10-K | | 000-26823583595 | | 3.2 | | 03/29/2000 | | |
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| 3.11 | | Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., dated as of May 31, 2018. | | 8-K | | 000-268231883834 | | 3.5 | | 06/06/2018 | | |
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| 3.12 | | Certificate of Formation of Alliance Resource Management GP, LLC | | S-1/A | | 333-7884599669102 | | 3.7 | | 07/23/1999 | | |
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| · · · · Incorporated by Reference · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| 3.13 | | Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC, dated as of May 31, 2018. | | 8-K | | 000-268231883834 | | 3.7 | | 06/06/2018 | | |
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| 3.14 | | Certificate of Formation of MGP II, LLC. | | 8-K | | 000-2682317990766 | | 3.5 | | 07/28/2017 | | |
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| 3.15 | | Amended and Restated Operating Agreement of MGP II, LLC. | | 8-K | | 000-2682317990766 | | 3.4 | | 07/28/2017 | | |
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| 4.1 | | Form of Common Unit Certificate (Included as Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., included in this Exhibit Index as Exhibit 3.2). | | 8-K | | 000-2682317990766 | | 3.2 | | 07/28/2017 | | |
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| 4.2 | | Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. | | 8-K | | 000-2682317798539 | | 4.1 | | 04/24/2017 | | |
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| 4.3 | | Indenture, dated as of June 12, 2024, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as trustee. | | 8-K | | 000-26823241038800 | | 4.1 | | 06/12/2024 | | |
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| 4.4 | | Form of 7.500% Senior Note due 2025 (included in Exhibit 4.2). | | 8-K | | 000-2682317778550 | | 4.1 | | 04/24/2017 | | |
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| 4.5 | | Form of 8.625% Senior Note due 2029 (included in Exhibit 4.3). | | 8-K | | 000-26823241038800 | | 4.1 | | 06/12/2024 | | |
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| 4.6 | | Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934. | | 10-K | | 000-26823 23666549 | | 4.4 | | 02/24/2023 | | |
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| 10.1 | | Omnibus Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC and Alliance Resource Partners, L.P. | | 10-K | | 000-26823583595 | | 10.4 | | 03/29/2000 | | |
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| 10.2 | | Second Amendment to the Omnibus Agreement dated May 15, 2006 by and among Alliance Resource Partners, L.P., Alliance Resource GP, LLC, Alliance Resource Management GP, LLC, | | 10-Q | | 000-26823061017824 | | 10.1 | | 08/09/2006 | | |
| · · · · Incorporated by Reference · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| Alliance Resource Holdings, Inc., Alliance Resource Holdings II, Inc., AMH-II, LLC, Alliance Holdings GP, L.P., Alliance GP, LLC and Alliance Management Holdings, LLC | ||||||||||||
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| 10.3(1) | | Alliance Coal, LLC Short-Term Incentive Plan | | 10-K | | 000-26823583595 | | 10.12 | | 03/29/2000 | | |
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| 10.4(1) | | First Amendment to the Alliance Coal, LLC Short-Term Incentive Plan | | 10-K | | 000-2682307660999 | | 10.52 | | 03/01/2007 | | |
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| 10.5(1) | | Second Amendment to the Alliance Coal, LLC Short-Term Incentive Plan | | 10-K | | 000-2682308654096 | | 10.53 | | 02/29/2008 | | |
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| 10.6(1) | | Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan dated as of January 1, 2011 | | 10-K | | 000-2682311645603 | | 10.40 | | 02/28/2011 | | |
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| 10.7(1) | | Amended and Restated Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors dated as of January 1, 2011 | | 10-K | | 000-2682311645603 | | 10.42 | | 02/28/2011 | | |
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| 10.8(1) | | The Amended and Restated Alliance Coal, LLC Long-Term Incentive Plan as amended by the Third Amendment and Fourth Amendment | | 10-K | | 000-26823161460619 | | 10.46 | | 02/26/2016 | | |
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| 10.9 | | Fifth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan. | | 8-K | | 000-26823201385345 | | 10.1 | | 12/14/2020 | | |
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| 10.10 | | Sixth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan. | | 8-K | | 000-26823221401012 | | 10.1 | | 11/18/2022 | | |
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| 10.11 | | Amended and Restated Administrative Services Agreement effective January 1, 2010, among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Resource Operating Partners, L.P., Alliance Holdings GP, L.P. and Alliance GP, LLC. | | 10-Q | | 000-26823101000555 | | 10.1 | | 08/09/2010 | | |
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| 10.12 | | Receivables Financing Agreement, dated as of December 5, 2014, among Borrower, PNC Bank, National Association, as administrative agent as well as the letter of credit bank, the persons from time to time party thereto as lenders, the persons from time to time party thereto as letter of credit participants, and Alliance Coal, LLC, as initial servicer | | 8-K | | 000-26823141277053 | | 10.3 | | 12/10/2014 | | |
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| 10.13 | | First Amendment to the Receivables Financing Agreement, dated as of December 4, 2015 | | 10-Q | | 000-26823161634229 | | 10.1 | | 05/10/2016 | | |
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| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| 10.14 | | Second Amendment to the Receivables Financing Agreement, dated as of February 24, 2016 | | 10-Q | | 000-26823161634229 | | 10.2 | | 05/10/2016 | | |
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| 10.15 | | Third Amendment to the Receivables Financing Agreement, dated as of December 2, 2016 | | 10-K | | 000-2682317636362 | | 10.45 | | 02/24/2017 | | |
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| 10.16 | | Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017 | | 10-K | | 000-2682318634680 | | 10.47 | | 02/23/2018 | | |
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| 10.17 | | Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018 | | 10-K | | 000-2682318634680 | | 10.48 | | 02/23/2018 | | |
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| 10.18 | | Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018 | | 10-Q | | 000-2682318994075 | | 10.2 | | 08/06/2018 | | |
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| 10.19 | | Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019 | | 10-K | | 000-2682319624803 | | 10.52 | | 02/22/2019 | | |
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| 10.20 | | Eighth Amendment to the Receivables Financing Agreement, dated as of October 22, 2019. | | 10-Q | | 000-26823191192460 | | 10.2 | | 11/05/2019 | | |
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| 10.21 | | Ninth Amendment to the Receivables Financing Agreement, dated as of January 15, 2021. | | 10-K | | 000-2682321663570 | | 10.64 | | 02/23/2021 | | |
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| 10.22 | | Tenth Amendment to the Receivables Financing Agreement, dated as of January 14, 2022. | | 10-K | | 000-2682322677260 | | 10.57 | | 02/25/2022 | | |
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| 10.23 | | Eleventh Amendment to the Receivables Financing Agreement, dated as of January 13, 2023. | | 10-K | | 000-2682323666549 | | 10.54 | | 02/24/2023 | | |
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| 10.24 | | Twelve Amendment to the Receivables Financing Agreement, dated as of April 21, 2023. | | | | | | | | | | þ |
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| 10.25 | | Thirteenth Amendment to the Receivables Financing Agreement, dated as of January 12, 2024. | | 10-K | | 000-2682324670765 | | 10.30 | | 02/23/2024 | | |
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| 10.26 | | Fourteenth Amendment to the Receivables Financing Agreement, dated as of January 10, 2025. | | | | | | | | | | þ |
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| 10.27 | | Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as | | 8-K | | 000-2682323540292 | | 10.1 | | 01/20/2023 | | |
| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Trust Securities, Inc. as joint lead arrangers and joint bookrunners and the other institutions named therein as documentation agents. | ||||||||||||
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| 10.28 | | Amendment No. 1, dated June 12, 2024, to the Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Truist Securities, Inc. as joint lead arrangers and joint bookrunners and the other institutions named therein as documentation agents, arrangers and joint bookrunners and the other institutions named therein as documentation agents. | | 8-K | | 000-26823241038800 | | 10.1 | | 06/12/2024 | | |
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| 10.29 | | Employment letter to Steven C. Schnitzer, dated February 26, 2024. | | | | | | | | | | þ |
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| 19.1 | | Insider Trading Policy | | | | | | | | | | þ |
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| 21.1 | | List of Subsidiaries. | | | | | | | | | | þ |
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| 23.1 | | Consent of Grant Thornton LLP. | | | | | | | | | | þ |
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| 23.2 | | Consent of Cawley, Gillespie & Associates, Inc. | | | | | | | | | | þ |
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| 31.1 | | Certification of Joseph W. Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 27, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | þ |
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| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Exhibit Description · Form · SECFile No. andFilm No. · Exhibit · Filing Date · FiledHerewith* | ||||||||||||
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| 31.2 | | Certification of Cary P. Marshall, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 27, 2025, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | þ |
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| 32.1 | | Certification of Joseph W. Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 27, 2025, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | þ |
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| 32.2 | | Certification of Cary P. Marshall , Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 27, 2025, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | þ |
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| 95.1 | | Federal Mine Safety and Health Act Information | | | | | | | | | | þ |
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| 96.1 | | Henderson/Union Resources SEC S-K 1300 Technical Report Summary dated February 2024. | | 10-K | | 000-2682324670765 | | 96.1 | | 02/23/2024 | | |
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| 96.2 | | River View Complex SEC S-K 1300 Technical Report Summary February 2024. | | 10-K | | 000-2682324670765 | | 96.2 | | 02/23/2024 | | |
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| 96.3 | | Hamilton Mine SEC S-K 1300 Technical Report Summary dated February 2025. | | | | | | | | | | þ |
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| 96.4 | | Gibson South Mine SEC S-K 1300 Technical Report Summary dated February 2022. | | 10-K/A | | 000-26823221205681 | | 96.4 | | 08/26/2022 | | |
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| 96.5 | | Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated February 2023. | | 10-K | | 000-2682324670765 | | 96.5 | | 02/23/2024 | | |
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| 97.1 | | Alliance Resource Partners, L.P. Incentive Based Compensation Recoupment Policy | | 10-K | | 000-2682324670765 | | 97.1 | | 02/23/2024 | | |
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| 99.1 | | Report of Cawley, Gillespie & Associates, Inc., dated December 10, 2024 | | | | | | | | | | þ |
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| 101 | | Interactive Data File (Form 10-K for the year ended December 31, 2024 filed in Inline XBRL). | | | | | | | | | | þ |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | | | | | þ |
| (1) | Denotes management contract or compensatory plan or arrangement. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Tulsa, Oklahoma, on February 27, 2025.
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|---|---|---|---|
| | | ALLIANCE RESOURCE PARTNERS, L.P. | |
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| | By: | Alliance Resource Management GP, LLC | |
| | | | its general partner |
| | | | |
| | | /s/ Joseph W. Craft III | |
| | | Joseph W. Craft III | |
| | | President, Chief Executive | |
| | | Officer and Chairman | |
| | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |||
|---|---|---|---|---|---|
| | | | | | |
| /s/ Joseph W. Craft III | | President, Chief Executive Officer,and Chairman (Principal Executive Officer) | | February 27, 2025 | |
| Joseph W. Craft III | | | | ||
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| /s/ Cary P. Marshall | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February 27, 2025 | |
| Cary P. Marshall | | | | ||
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| /s/ Megan J. Cordle | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | February 27, 2025 | |
| Megan J. Cordle | | | | ||
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| /s/ Nick Carter | | Director | | February 27, 2025 | |
| Nick Carter | | | | ||
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| /s/ Robert J. Druten | | Director | | February 27, 2025 | |
| Robert J. Druten | | | | ||
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| /s/ Ronna McDaniel | | Director | | February 27, 2025 | |
| Ronna McDaniel | | | | ||
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| /s/ Wilson M. Torrence | | Director | | February 27, 2025 | |
| Wilson M. Torrence | | | | ||
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| /s/ Paul H. Vining | | Director | | February 27, 2025 | |
| Paul H. Vining | | | | ||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.