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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NO.: 0-26823
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ALLIANCE RESOURCE PARTNERS, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-1564280
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1717 SOUTH BOULDER AVENUE, SUITE 600, TULSA, OKLAHOMA 74119
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(918) 295-7600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of May 10, 2002, 8,982,780 Common Units and 6,422,531 Subordinated
Units are outstanding.
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TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Page
----
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets as of March 31, 2002 and
December 31, 2001 .............................................................. 1
Consolidated Statements of Income for the three-months
ended March 31, 2002 and 2001 .................................................. 2
Condensed Consolidated Statements of Cash Flows for the three-
months ended March 31, 2002 and 2001 ........................................... 3
Notes to Consolidated Financial Statements ..................................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................. 6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK .............................................................. 9
FORWARD-LOOKING STATEMENTS ..................................................... 10
i
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS .............................................................. 11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ...................................... 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ................................................ 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS ............................................................... 11
ITEM 5. OTHER INFORMATION .............................................................. 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ............................................... 11
ii
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
ASSETS
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents .......................................... $ 2,012 $ 9,176
Trade receivables .................................................. 40,929 31,124
Marketable securities (at cost, which approximates fair value) ..... 10,028 10,085
Inventories ........................................................ 18,226 11,600
Advance royalties .................................................. 5,353 5,353
Prepaid expenses and other assets .................................. 1,930 2,020
------------ ------------
Total current assets .......................................... 78,478 69,358
PROPERTY, PLANT AND EQUIPMENT AT COST ................................. 379,469 367,050
LESS ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION ............. (178,786) (169,960)
------------ ------------
200,683 197,090
OTHER ASSETS:
Advance royalties .................................................. 8,505 9,756
Coal supply agreements, net ........................................ 11,065 12,031
Other long-term assets ............................................. 2,429 2,670
------------ ------------
$ 301,160 $ 290,905
============ ============
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................................... $ 28,203 $ 25,237
Due to affiliates .................................................. 1,498 2,595
Accrued taxes other than income taxes .............................. 7,334 5,660
Accrued payroll and related expenses ............................... 11,174 8,284
Accrued interest ................................................... 1,650 5,402
Workers' compensation and pneumoconiosis benefits .................. 4,352 4,194
Other current liabilities .......................................... 6,704 5,324
Current maturities, long-term debt .............................. 15,000 15,000
------------ ------------
Total current liabilities ..................................... 75,915 71,696
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities ....................... 212,500 211,250
Accrued pneumoconiosis benefits .................................... 14,878 14,615
Workers' compensation .............................................. 19,107 18,409
Reclamation and mine closing ....................................... 15,496 15,387
Due to affiliates .................................................. 4,062 3,624
Other liabilities .................................................. 2,783 2,865
------------ ------------
Total liabilities ............................................. 344,741 337,846
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL (DEFICIT):
Common Unitholders 8,982,780 units outstanding ..................... 143,367 141,448
Subordinated Unitholder 6,422,531 units outstanding ................ 112,309 110,935
General Partners ................................................... (298,443) (298,510)
Minimum pension liability .......................................... (814) (814)
------------ ------------
Total Partners' capital (deficit) ............................. (43,581) (46,941)
------------ ------------
$ 301,160 $ 290,905
============ ============
See notes to consolidated financial statements.
1
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
SALES AND OPERATING REVENUES:
Coal sales ............................................................... $ 115,543 $ 100,816
Transportation revenues .................................................. 5,086 3,912
Other sales and operating revenues ....................................... 4,422 2,024
------------ ------------
Total revenues ................................................. 125,051 106,752
------------ ------------
EXPENSES:
Operating expenses ....................................................... 77,414 73,335
Transportation expenses .................................................. 5,086 3,912
Outside purchases ........................................................ 11,370 4,865
General and administrative ............................................... 4,721 4,923
Depreciation, depletion and amortization ................................. 11,722 11,260
Interest expense (net of interest income and interest capitalized for the
three months ended March 31, 2002 and 2001 of $303 and
$632, respectively) .............................................. 3,966 4,262
------------ ------------
Total operating expenses .................................... 114,279 102,557
------------ ------------
INCOME FROM OPERATIONS ...................................................... 10,772 4,195
OTHER INCOME ................................................................ 448 241
------------ ------------
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE ........................................................ 11,220 4,436
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...................................... -- 7,939
------------ ------------
NET INCOME .................................................................. $ 11,220 $ 12,375
============ ============
GENERAL PARTNERS' INTEREST IN
NET INCOME ............................................................. $ 224 $ 248
============ ============
LIMITED PARTNERS' INTEREST IN
NET INCOME ............................................................. $ 10,996 $ 12,127
============ ============
BASIC NET INCOME PER LIMITED
PARTNER UNIT ........................................................... $ 0.71 $ 0.79
============ ============
BASIC NET INCOME PER LIMITED PARTNER
UNIT BEFORE ACCOUNTING CHANGE .......................................... $ 0.71 $ 0.28
============ ============
DILUTED NET INCOME PER LIMITED
PARTNER UNIT ........................................................... $ 0.69 $ 0.77
============ ============
DILUTED NET INCOME PER LIMITED PARTNER
UNIT BEFORE ACCOUNTING CHANGE .......................................... $ 0.69 $ 0.28
============ ============
WEIGHTED AVERAGE NUMBER OF UNITS
OUTSTANDING-BASIC ...................................................... 15,405,311 15,405,311
============ ============
WEIGHTED AVERAGE NUMBER OF UNITS
OUTSTANDING-DILUTED .................................................... 15,841,062 15,680,594
============ ============
See notes to consolidated financial statements.
2
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------------
2002 2001
------------ ------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES ...................... $ 13,737 $ 21,741
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment ..................... (14,351) (17,994)
Proceeds from sale of property, plant and equipment ........... 3 --
Purchase of marketable securities ............................. -- (5,195)
Proceeds from the maturity of marketable securities ........... 57 19,179
------------ ------------
Net cash used in investing activities ............ (14,291) (4,010)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility .................... 17,500 --
Payments under revolving credit facility ...................... (12,500) --
Payments on long-term debt .................................... (3,750) --
Distribution to Partners ...................................... (7,860) (7,860)
------------ ------------
Net cash used in financing activities ............ (6,610) (7,860)
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS .......................... (7,164) 9,871
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................. 9,176 6,933
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................... $ 2,012 $ 16,804
============ ============
CASH PAID FOR:
Interest .................................................... $ 7,921 $ 8,465
============ ============
See notes to consolidated financial statements.
3
ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND PRESENTATION
Alliance Resource Partners, L.P., a Delaware limited partnership (the
"Partnership"), was formed on May 17, 1999, to acquire, own and operate certain
coal production and marketing assets of Alliance Resource Holdings, Inc., a
Delaware corporation ("ARH") (formerly known as Alliance Coal Corporation),
consisting of substantially all of ARH's operating subsidiaries, but excluding
ARH.
The accompanying consolidated financial statements include the accounts
and operations of the Partnership and present the financial position as of March
31, 2002 and December 31, 2001, and the results of its operations and cash flows
for the three months ended March 31, 2002 and 2001. All material intercompany
transactions and accounts have been eliminated.
These consolidated financial statements and notes thereto for interim
periods are unaudited. However, in the opinion of management, these financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the results of the periods
presented. Results for interim periods are not necessarily indicative of results
for a full year.
These consolidated financial statements and notes are prepared pursuant
to the rules and regulations of the Securities and Exchange Commission for
interim reporting and should be read in conjunction with the consolidated and
combined financial statements and notes included in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 2001.
2. CONTINGENCIES
The Partnership is involved in various lawsuits, claims and regulatory
proceedings, including those conducted by the Mine Safety and Health
Administration, incidental to its business. The Partnership provides for costs
related to litigation and regulatory proceedings, including civil fines issued
as part of the outcome of such proceedings, when a loss is probable and the
amount is reasonably determinable. In the opinion of management, the outcome of
such matters to the extent not previously provided for or covered under
insurance will not have a material adverse effect on the Partnership's
business, financial position or results of operations, although management
cannot give any assurance to that effect.
The Partnership is currently involved in a dispute with PSI Energy Inc.
("PSI") concerning the procedures for and testing of the coal supplied by its
Gibson County mining complex. PSI has alleged penalties of $850,000 through
March 31, 2002 associated with a contract specification addressing the hardness
of coal provided to PSI. Gibson County Coal and PSI have had on-going
discussions since March 2001 concerning the procedures for, and testing of, the
coal supplied by the Gibson County mining complex and currently have been unable
to resolve their differences. During March and April 2002, PSI withheld
approximately $234,000 in payments due to Gibson County Coal; PSI has verbally
advised, however, that it does not intend to withhold any future payments until
this dispute is resolved. During April 2002, Gibson County Coal and PSI have
agreed to proceed initially with mediation in an effort to resolve the
contractual dispute. Gibson County Coal continues to strongly disagree with
PSI's position.
During April 2002, the Partnership settled litigation associated with
certain third-party claims arising out of its mining operations. An accrual
previously established for this matter for the year ended
4
December 31, 2000, along with insurance proceeds were sufficient to cover all
costs and expenses related to the settlement.
3. ACCOUNTING CHANGE
The Partnership changed its method of estimating coal workers'
pneumoconiosis ("black lung") benefits liability effective January 1, 2001 to
the service cost method described in Statement of Financial Accounting Standards
("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," which method is permitted under SFAS No. 112 "Employers' Accounting
for Postemployment Benefits". The Partnership previously accrued the black lung
benefits liability at the present value of the actuarially determined current
and future estimated black lung benefit payments utilizing the methodology
prescribed under SFAS No. 5 "Accounting for Contingencies," which was also
permitted by SFAS No. 112. In December 2000, governmental regulations regarding
the black lung benefits claims approval process were enacted. These updated
regulations specifically define the black lung disability as progressive and
also expand the definition of pneumoconiosis to mandate consideration of
diseases that are caused by factors other than exposure to coal dust. The
Partnership believes the change to the SFAS No. 106 measurement methodology
better matches black lung costs over the service lives of the miners who
ultimately receive the black lung benefits and is more reflective of these
enacted regulations, which place significant emphasis on coal miners' future
years of employment in the coal industry.
The adjustment of $7,939,000 that retroactively applied the new method
of estimating the black lung liability was included in restated net income of
the quarter ended March 31, 2001. The effect of the restatement resulting from
the accounting change for the quarter ended March 31, 2001 was to decrease
income before cumulative effect of accounting change $203,000 ($(0.01) per basic
and diluted limited partner unit) and increase net income $7,736,000 ($0.49 and
$0.48 per basic and diluted limited partner unit, respectively).
4. SUBSEQUENT EVENTS
On April 1, 2002, the Partnership filed a "shelf" registration
statement on Form S-3 registering an aggregate of $200 million of Common Units
and debt securities for issuance in one or more public offerings.
On April 29, 2002, the Partnership declared a minimum quarterly
distribution for the period from January 1, 2002 to March 31, 2002, of $0.50 per
unit, totaling approximately $7,703,000, on all of its Common and Subordinated
Units outstanding, payable on May 15, 2002 to all unitholders of record on May
3, 2002.
On May 8, 2002, AMH II, LLC, a newly formed Delaware limited liability
company owned by thirteen members of management ("AMH-II"), acquired the 74.1%
interest, including the managing member interest, of Alliance Resource
Management GP, LLC (the "MGP"), the managing general partner of the Partnership,
from Beacon-Alliance Managing Member, LLC and Beacon-Alliance Limited Member,
LLC. As a result of this transaction, and his current ownership of 31.6% of
Alliance Management Holdings, LLC ("AMH") (AMH holds a 25.9% member's interest
in the MGP), Joseph W. Craft, III, President and Chief Executive Officer of the
MGP, is the beneficial owner of 50.6% of the outstanding equity interests in
the MGP.
Contemporaneously with this acquisition, Alliance Resource Holdings II,
Inc., a newly formed Delaware corporation owned by the same thirteen management
members ("ARH-II"), acquired all of the
5
outstanding capital stock of ARH pursuant to a tax-free reorganization of ARH in
which Beacon Investors Fund II, L.P. and MPC Partners, L.P. exchanged all of
their stock in ARH. Craft is the beneficial owner of 57.27% of the outstanding
capital of each of AMH-II and ARH-II. As a result of the two foregoing
transactions, Craft's combined beneficial ownership of the outstanding equity
interests in the Partnership is 29.9%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
SELECTED OPERATING DATA
THREE MONTHS ENDED
-----------------------------
MARCH 31, MARCH 31,
2002 2001
------------ ------------
Tons sold (000s) 4,459 4,302
Tons produced (000s) 4,319 4,240
Revenues per ton sold (1) $ 26.90 $ 23.91
Cost per ton sold (2) $ 20.97 $ 19.32
(1) Revenues per ton sold is based on the total of coal sales and other sales
and operating revenues divided by tons sold.
(2) Cost per ton is based on the total of operating expenses, outside purchases
and general and administrative expenses divided by tons sold.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
Coal sales. Coal sales for the three months ended March 31, 2002 (the
"2002 Quarter") increased 14.6% to $115.5 million from $100.8 million for the
three months ended March 31, 2001 (the "2001 Quarter"). The increase of $14.7
million was primarily attributable to higher productivity from the Gibson County
Coal mining complex, higher price realizations and increased volumes associated
with coal feedstock for coal synfuel production. Tons sold increased 3.6% to 4.5
million for the 2002 Quarter from 4.3 million for the 2001 Quarter. Tons
produced increased 1.9% to 4.3 million tons for the 2002 Quarter from 4.2
million for the 2001 Quarter.
Transportation revenues. Transportation revenues increased to $5.1
million for the 2002 Quarter from $3.9 million for the 2001 Quarter. The
increase of $1.2 million was primarily attributable to increased tons sold. The
Partnership reflects reimbursement of the cost of transporting coal to customers
through third party carriers as transportation revenues and the corresponding
expense as transportation expense in the consolidated statements of income. No
profit margin is realized on transportation revenues.
Other sales and operating revenues. Other sales and operating revenues
increased to $4.4 million for the 2002 Quarter from $2.0 million for the 2001
Quarter. The increase of $2.4 million is primarily attributable to additional
service fees associated with increased volumes at a third party coal synfuel
production facility at our Hopkins County Coal mining complex.
6
Operating expenses. Operating expenses increased 5.6% to $77.4 million
for the 2002 Quarter from $73.3 million for the 2001 Quarter. The increase of
$4.1 million primarily results from increased production costs associated with
increased sales volumes.
Transportation expenses. See "Transportation revenues" above concerning
the increase in transportation expenses.
Outside purchases. Outside purchases increased to $11.4 million for the
2002 Quarter compared to $4.9 million for the 2001 Quarter. The increase of $6.5
million was primarily the result of outside purchases to fulfill coal feedstock
contract commitments at Hopkins County Coal. The Partnership has entered into
coal supply agreements with Warrior Coal, LLC for the purchase of up to 1.8
million tons for the year ending December 31, 2002.
General and administrative. General and administrative expense was
comparable for the 2002 and 2001 Quarters at $4.7 million and $4.9 million,
respectively.
Depreciation, depletion and amortization. Depreciation, depletion and
amortization expense was comparable for the 2002 and 2001 Quarters at $11.7
million and $11.3 million, respectively.
Interest expense. Interest expense was comparable for the 2002 and 2001
Quarters at $4.0 million and $4.3 million, respectively.
EBITDA (income before net interest expense, depreciation, depletion and
amortization). EBITDA was $26.9 million for the 2002 Quarter compared with $27.9
million for the 2001 Quarter. The 2001 Quarter results include the benefit of a
cumulative effect of accounting change totaling $7.9 million related to a change
in the method of estimating the black lung benefits liability. See "Part 1, Item
1. Financial Statements - Note 3. Accounting Change." Excluding the benefit of
the accounting change on the 2001 Quarter, EBITDA for the 2002 Quarter increased
$6.9 million or 34.8%. The $6.9 million increase in EBITDA after excluding the
effect of the accounting change, is primarily attributable to higher
productivity from the Gibson County Coal mining complex, higher price
realizations and increased volumes associated with coal synfuel related
agreements.
EBITDA should not be considered as an alternative to net income, income
from operations, cash flows from operating activities or any other measure of
financial performance presented in accordance with generally accepted accounting
principles. EBITDA has not been adjusted for the cumulative effect of accounting
change, except as separately discussed, above. EBITDA is not intended to
represent cash flow and does not represent the measure of cash available for
distribution, but provides additional information for evaluating the
Partnership's ability to make minimum quarterly distributions. The Partnership's
method of computing EBITDA also may not be the same method used to compute
similar measures reported by other companies, or EBITDA may be computed
differently by the Partnership in different contexts (i.e., public reporting
versus computation under financing agreements).
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Cash provided by operating activities was $13.7 million for the 2002
Quarter compared to $21.7 million in the 2001 Quarter. The decrease in cash
provided by operating activities was principally attributable to an increase in
accounts receivable and inventory in the 2002 Quarter compared to the 2001
Quarter.
7
Net cash used in investing activities was $14.3 million for the 2002
Quarter compared to $4.0 million in the 2001 Quarter. The increase is
principally attributable to the liquidation of marketable securities during the
2001 Quarter which had a positive cash flow impact. There was no liquidation of
marketable securities during the 2002 Quarter.
Net cash used in financing activities was $6.6 million for the 2002
Quarter compared to $7.9 million in the 2001 Quarter. The decrease is
attributable to the $5.0 million in net borrowings under the revolving credit
facility partially offset by $3.8 million of payments on long-term debt.
Capital Expenditures
Capital expenditures decreased to $14.4 million in the 2002 Quarter
compared to $18.0 million in the 2001 Quarter. The decrease is principally
attributable to capital expenditures related to the completion of the Gibson
County Coal mining complex during the 2001 Quarter.
Notes Offering and Credit Facility
Concurrently with the closing of the Partnership's initial public
offering, Alliance Resource GP, LLC (the "Special GP"), the Partnership's
special general partner, issued and Alliance Resource Operating Partners, L.P.
(the "Intermediate Partnership") assumed the obligations with respect to $180
million principal amount of 8.31% senior notes due August 20, 2014. The Special
GP also entered into, and the Intermediate Partnership assumed the obligations
under, a $100 million credit facility. The credit facility consists of three
tranches, including a $50 million term loan facility, a $25 million working
capital facility and a $25 million revolving credit facility. The Partnership
has borrowings outstanding of $42.5 million under the term loan facility, $5
million outstanding on the revolving credit facility and no borrowings
outstanding under the working capital facility at March 31, 2002. The weighted
average interest rate on the term loan facility at March 31, 2002 was 4.56%. The
interest rate on the revolving credit facility was 3.41% at March 31, 2002. The
credit facility expires August 2004. The senior notes and credit facility are
guaranteed by all of the subsidiaries of the Intermediate Partnership. The
senior notes and credit facility contain various restrictive and affirmative
covenants, including the amount of distributions by the Intermediate Partnership
and the incurrence of other debt. The Partnership was in compliance with the
covenants of both the credit facility and senior notes at March 31, 2002.
In 2001, the Partnership entered into agreements with three banks to
provide letters of credit in an aggregate amount of $25.0 million. At March 31,
2002, the Partnership had $15.5 million in letters of credit outstanding. The
Special GP guarantees the letters of credit.
Recent Accounting Pronouncements
On January 1, 2002, the Partnership adopted Statement of Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Intangible Assets." This
standard discontinues the practice of amortizing goodwill and indefinite lived
intangible assets and initiates an annual review for impairment. This standard
had no material effect on the Partnership's consolidated financial statements
upon adoption.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires the fair value of a liability for an
asset retirement obligation to be recognized in the period in which it is
incurred. When the liability is initially recorded, a cost is capitalized by
increasing the carrying amount of the related long-lived asset. Over time, the
liability is accreted to its present value each period, and the capitalized cost
is depreciated over the useful life of the related asset. To settle the
liability, the obligation for its recorded amount is paid or a gain or loss upon
settlement is incurred. Since the Partnership has historically adhered to
accounting principles similar to SFAS No. 143 in accounting
8
for its reclamation and mine closing costs, the Partnership does not believe
that adoption of SFAS No. 143, effective January 1, 2003, will have a material
impact on its financial statements.
On January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." This standard had no
material effect on the Partnership's consolidated financial statements upon
adoption.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of the Partnership's transactions are denominated in U.S. dollars,
and as a result, the Partnership does not have material exposure to currency
exchange-rate risks.
The Partnership did not engage in any interest rate, foreign currency
exchange rate or commodity price-hedging transactions as of March 31, 2002.
The Intermediate Partnership assumed obligations under a $100 million
credit facility. Borrowings under the credit facility are at variable rates and,
as a result, the Partnership has interest rate exposure.
As of March 31, 2002, there were no significant changes in the
Partnership's quantitative and qualitative disclosures about market risk as set
forth in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2001.
9
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. These statements
are based on our beliefs as well as assumptions made by, and information
currently available to, us. When used in this document, the words "anticipate,"
"believe," "continue," "estimate," "expect," "forecast", "may," "project",
"will," and similar expressions identify forward-looking statements. These
statements reflect our current views with respect to future events and are
subject to various risks, uncertainties and assumptions. Specific factors which
could cause actual results to differ from those in the forward-looking
statements, include:
o competition in coal markets and our ability to respond to the
competition;
o fluctuation in coal price, which could adversely affect our
operating results and cash flows;
o deregulation of the electric utility industry and/or the
effects of any adverse change in the domestic coal industry,
electric utility industry, or general economic conditions;
o dependence on significant customer contracts, including
renewing customer contracts upon expiration;
o customer cancellations of, or breaches to, existing contracts;
o customer delays or defaults in making payments;
o fluctuations in coal demand, price and availability due to
labor and transportation costs and disruptions, equipment
availability, governmental regulations and other factors;
o our productivity levels and margins that we earn on our coal
sales;
o any unanticipated increases in labor costs, adverse changes in
work rules, or unexpected cash payments associated with
post-mine reclamation and workers' compensation claims;
o greater than expected environmental regulation, costs and
liabilities;
o a variety of operational, geologic, permitting, labor and
weather-related factors;
o risk of major mine-related accidents or interruptions; and
o results of litigation.
If one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, our actual results may differ materially
from those described in any forward-looking statement. When considering
forward-looking statements, you should also keep in mind the risk factors
described in our Annual Report on Form 10-K for the year ended December 31,
2001. The risk factors could also cause our actual results to differ materially
from those contained in any forward-looking statement. We disclaim any
obligation to update the above list or to announce publicly the result of any
revisions to any of the forward-looking statements to reflect future events or
developments.
You should consider the above information when reading any
forward-looking statements contained:
o in this Quarterly Report on Form 10-Q;
o other reports filed by us with the SEC;
o our press releases; and
o oral statements made by us or any of our officers or other
persons acting on our behalf.
10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information under "Contingencies" in Note 2 of the Notes to
Unaudited Consolidated Financial Statements herein is hereby incorporated by
reference. See also "Item 3. Legal Proceedings" in the Annual Report on Form
10-K for the year ended December 31, 2001.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
CHANGE IN CONTROL
On May 8, 2002, Alliance Management Holdings, II, LLC, a newly formed
Delaware limited liability company owned by thirteen members of management
("AMH-II"), acquired the 74.1% interest, including the managing member interest,
of Alliance Resource Management GP, LLC (the "MGP"), the managing general
partner of the partnership, from Beacon-Alliance Managing Member, LLC and
Beacon-Alliance Limited Member, LLC.
Contemporaneously with this acquisition, Alliance Resource Holdings II,
Inc., a newly formed Delaware corporation owned by the same thirteen management
members ("ARH-II"), acquired all of the outstanding capital stock of ARH
pursuant to a tax free reorganization of ARH in which Beacon Investors Fund II,
L.P. and MPC Partners, L.P. exchanged all of their stock in ARH. Joseph W.
Craft, III, President and Chief Executive Officer of the MGP is the beneficial
owner of 57.27% of the outstanding capital of each of AMH-II and ARH-II.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in Tulsa, Oklahoma, on May 10, 2002.
ALLIANCE RESOURCE PARTNERS, L. P.
By: Alliance Resource Management GP, LLC
its managing general partner
/s/ Michael L. Greenwood
---------------------------------------
Michael L. Greenwood
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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