##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-34815
 Oxford Resource Partners, LP
  Delaware
    
    77-0695453(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 41 South High Street, Suite 3450, Columbus, Ohio 43215
 (614) 643-0314
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    1Condensed Consolidated Balance Sheets as of
September 30, 2010 and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for
the Three and Nine Months Ended September 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Partners
Capital for the Nine Months Ended September 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    39ITEM 4. CONTROLS AND PROCEDURES
    
    
    39PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    40ITEM 1A. RISK FACTORS
    
    
    40ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    40ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    40ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    41ITEM 5. OTHER INFORMATION
    
    
    41ITEM 6. EXHIBITS
    
    
    42Exhibit 10.20Exhibit 10.21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Interim Condensed Consolidated Financial Statements (Unaudited)
 OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)
 (in thousands, except for unit data)
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    1,833
    
    
    $
    3,366Trade accounts receivable
    
    
    27,061
    
    
    
    24,403Inventory
    
    
    12,011
    
    
    
    8,801Advance royalties
    
    
    3,108
    
    
    
    1,674Prepaid expenses and other current assets
    
    
    1,415
    
    
    
    1,424Total current assets
    
    
    45,428
    
    
    
    39,668Property, plant and equipment, net
    
    
    204,211
    
    
    
    149,461Advance royalties
    
    
    5,752
    
    
    
    7,438Other long-term assets
    
    
    13,251
    
    
    
    6,796Total assets
    
    $
    268,642
    
    
    $
    203,363LIABILITIESCurrent maturities of long-term debt
    
    $
    7,413
    
    
    $
    4,113Accounts payable
    
    
    29,111
    
    
    
    21,655Asset retirement obligations
    
    
    6,598
    
    
    
    7,377Deferred revenue  current portion
    
    
    
    
    
    
    2,090Accrued taxes other than income taxes
    
    
    1,482
    
    
    
    1,464Accrued payroll and related expenses
    
    
    2,968
    
    
    
    2,045Other current liabilities
    
    
    3,224
    
    
    
    5,714Total current liabilities
    
    
    50,796
    
    
    
    44,458Long-term debt
    
    
    90,322
    
    
    
    91,598Asset retirement obligations
    
    
    6,125
    
    
    
    5,966Other long-term liabilities
    
    
    2,534
    
    
    
    4,229Total liabilities
    
    
    149,777
    
    
    
    146,251Commitments and ContingenciesPARTNERS CAPITALLimited Partner unitholders (20,563,451 and 11,964,547 units
outstanding as of September 30, 2010 and December 31, 2009,
respectively)
    
    
    114,510
    
    
    
    53,960General Partner unitholder (419,607 and 242,023 units outstanding
as of September 30, 2010 and December 31, 2009, respectively)
    
    
    94
    
    
    
    1,085Total Oxford Resource Partners, LP Capital
    
    
    114,604
    
    
    
    55,045Noncontrolling interest
    
    
    4,261
    
    
    
    2,067Total partners capital
    
    
    118,865
    
    
    
    57,112Total liabilities and partners capital
    
    $
    268,642
    
    
    $
    203,363
 See accompanying notes to interim unaudited condensed consolidated financial statements.
  1




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 (in thousands, except for unit data)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009RevenueCoal sales
    
    $
    78,127
    
    
    $
    56,446
    
    
    $
    233,454
    
    
    $
    176,705Transportation revenue
    
    
    9,605
    
    
    
    7,589
    
    
    
    28,976
    
    
    
    23,261Royalty and non-coal revenue
    
    
    1,347
    
    
    
    1,748
    
    
    
    4,857
    
    
    
    5,546Total revenue
    
    
    89,079
    
    
    
    65,783
    
    
    
    267,287
    
    
    
    205,512Costs and expensesCost of coal sales (excluding depreciation,
depletion and amortization, shown separately)
    
    
    57,138
    
    
    
    38,793
    
    
    
    171,635
    
    
    
    115,770Cost of purchased coal
    
    
    3,790
    
    
    
    2,477
    
    
    
    18,617
    
    
    
    12,313Cost of transportation
    
    
    9,605
    
    
    
    7,589
    
    
    
    28,976
    
    
    
    23,261Depreciation, depletion and amortization
    
    
    12,255
    
    
    
    5,899
    
    
    
    30,587
    
    
    
    17,257Selling, general and administrative expenses
    
    
    4,044
    
    
    
    3,297
    
    
    
    10,446
    
    
    
    9,391Contract termination and amendment expenses, net
    
    
    652
    
    
    
    
    
    
    
    652
    
    
    
    Total costs and expenses
    
    
    87,484
    
    
    
    58,055
    
    
    
    260,913
    
    
    
    177,992Income from operations
    
    
    1,595
    
    
    
    7,728
    
    
    
    6,374
    
    
    
    27,520Interest income
    
    
    3
    
    
    
    9
    
    
    
    11
    
    
    
    31Interest expense
    
    
    (3,662
    )
    
    
    (2,127
    )
    
    
    (7,535
    )
    
    
    (4,642
    )Gain from purchase of business
    
    
    
    
    
    
    3,823
    
    
    
    
    
    
    
    3,823Net income (loss)
    
    
    (2,064
    )
    
    
    9,433
    
    
    
    (1,150
    )
    
    
    26,732Less: net income attributable to noncontrolling interest
    
    
    (1,336
    )
    
    
    (1,636
    )
    
    
    (4,644
    )
    
    
    (4,104
    )Net income (loss) attributable to Oxford Resource
Partners, LP unitholders
    
    $
    (3,400
    )
    
    $
    7,797
    
    
    $
    (5,794
    )
    
    $
    22,628Net income (loss) allocated to general partner
    
    $
    (68
    )
    
    $
    155
    
    
    $
    (116
    )
    
    $
    450Net income (loss) allocated to limited partners
    
    $
    (3,332
    )
    
    $
    7,642
    
    
    $
    (5,678
    )
    
    $
    22,178Basic earnings (loss) per limited partner unit
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.07Dilutive earnings (loss) per limited partner unit
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.06Weighted average number of limited partner units
outstanding basic
    
    
    18,884,324
    
    
    
    10,746,556
    
    
    
    14,306,473
    
    
    
    10,735,070Weighted average number of limited partner units
outstanding diluted
    
    
    18,884,324
    
    
    
    10,787,819
    
    
    
    14,306,473
    
    
    
    10,763,200Distributions paid per limited partner unit*
    
    $
    
    
    
    $
    0.46
    
    
    $
    0.23
    
    
    $
    0.92
 *
    
    Excludes amounts distributed as part of the initial public offering. See accompanying notes to interim unaudited condensed consolidated financial statements.
  2




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 For the Nine Months Ended September 30, 2010 and 2009
 (UNAUDITED)
 (in thousands, except for unit data)
 Limited Partner
    
    
    
    
    
    
    
    
    
    
    Non-
    
    
    TotalCommon
    
    
    Subordinated
    
    
    General Partner
    
    
    controlling
    
    
    PartnersUnits
    
    
    Capital
    
    
    Units
    
    
    Capital
    
    
    Units
    
    
    Capital
    
    
    Interest
    
    
    CapitalBalance at December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    10,724,625
    
    
    $
    32,371
    
    
    
    217,867
    
    
    $
    653
    
    
    $
    2,297
    
    
    $
    35,321Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,178
    
    
    
    
    
    
    
    450
    
    
    
    4,104
    
    
    
    26,732Partners contributions
    
    
    
    
    
    
    
    
    
    
    1,183,689
    
    
    
    11,329
    
    
    
    24,156
    
    
    
    231
    
    
    
    
    
    
    
    11,560Partners distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,381
    )
    
    
    
    
    
    
    (210
    )
    
    
    (2,940
    )
    
    
    (13,531
    )Equity-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320Issuance of units to Long-Term
Incentive Plan participants
upon vesting
    
    
    
    
    
    
    
    
    
    
    9,065
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at September 30, 2009
    
    
    
    
    
    $
    
    
    
    
    11,917,379
    
    
    $
    55,817
    
    
    
    242,023
    
    
    $
    1,124
    
    
    $
    3,461
    
    
    $
    60,402Balance at December 31, 2009
    
    
    
    
    
    $
    
    
    
    
    11,964,547
    
    
    $
    53,960
    
    
    
    242,023
    
    
    $
    1,085
    
    
    $
    2,067
    
    
    $
    57,112Net income (loss)
    
    
    
    
    
    
    (782
    )
    
    
    
    
    
    
    (4,896
    )
    
    
    
    
    
    
    (116
    )
    
    
    4,644
    
    
    
    (1,150
    )Initial public offering
    
    
    10,280,368
    
    
    
    157,181
    
    
    
    (1,705,368
    )
    
    
    (7,331
    )
    
    
    175,000
    
    
    
    694
    
    
    
    
    
    
    
    150,544Offering costs
    
    
    
    
    
    
    (6,097
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,097
    )Partners contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,584
    
    
    
    25
    
    
    
    
    
    
    
    25Partners distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,117
    )
    
    
    
    
    
    
    (1,594
    )
    
    
    (2,450
    )
    
    
    (82,161
    )Equity-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    686
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    686Issuance of units to Long-Term Incentive Plan participants
upon vesting
    
    
    2,703
    
    
    
    
    
    
    
    21,201
    
    
    
    (94
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94
    )Balance at September 30, 2010
    
    
    10,283,071
    
    
    $
    150,302
    
    
    
    10,280,380
    
    
    $
    (35,792
    )
    
    
    419,607
    
    
    $
    94
    
    
    $
    4,261
    
    
    $
    118,865
 See accompanying notes to interim unaudited condensed consolidated financial statements.
  3




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 (in thousands)
 Nine Months EndedSeptember 30,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss) attributable to Oxford Resource Partners, LP unitholders
    
    $
    (5,794
    )
    
    $
    22,628Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:Depreciation, depletion and amortization
    
    
    30,587
    
    
    
    17,257Interest rate swap or rate cap adjustment to market
    
    
    286
    
    
    
    (1,681
    )Loan fee amortization
    
    
    787
    
    
    
    362Write-off of deferred financing costs for repayment
    
    
    1,302
    
    
    
    1,252Non-cash equity compensation expense
    
    
    686
    
    
    
    320Advanced royalty recoupment
    
    
    1,202
    
    
    
    972Loss on disposal of property and equipment
    
    
    766
    
    
    
    908Gain on acquisition of business
    
    
    
    
    
    
    (3,823
    )Noncontrolling interest in subsidiary earnings
    
    
    4,644
    
    
    
    4,104(Increase) decrease in assets:Accounts receivable
    
    
    (2,658
    )
    
    
    2,515Inventory
    
    
    (2,957
    )
    
    
    (2,135
    )Other assets
    
    
    135
    
    
    
    (6,032
    )Increase (decrease) in liabilities:Accounts payable and other liabilities
    
    
    3,106
    
    
    
    3,629Asset retirement obligation
    
    
    (620
    )
    
    
    (641
    )Provision for below-market contracts and deferred revenue
    
    
    (3,373
    )
    
    
    (8,576
    )Net cash provided by operating activities
    
    
    28,099
    
    
    
    31,059CASH FLOWS FROM INVESTING ACTIVITIES:Phoenix Coal acquisition
    
    
    
    
    
    
    (18,275
    )Purchase of property and equipment
    
    
    (68,545
    )
    
    
    (17,949
    )Purchase of mineral rights and land
    
    
    (3,105
    )
    
    
    (1,771
    )Mine development costs
    
    
    (2,230
    )
    
    
    (2,128
    )Royalty advances
    
    
    (966
    )
    
    
    (359
    )Proceeds from sale of property and equipment
    
    
    1,259
    
    
    
    81Change in restricted cash
    
    
    (3,352
    )
    
    
    (2,431
    )Net cash used in investing activities
    
    
    (76,939
    )
    
    
    (42,832
    )CASH FLOWS FROM FINANCING ACTIVITIES:Initial public offering
    
    
    150,544
    
    
    
    Offering expenses
    
    
    (6,097
    )
    
    
    Proceeds from borrowings
    
    
    60,041
    
    
    
    6,650Payments on borrowings
    
    
    (89,942
    )
    
    
    (2,018
    )Advances on line of credit
    
    
    31,000
    
    
    
    7,500Payments on line of credit
    
    
    (10,500
    )
    
    
    Credit facility issuance costs
    
    
    (5,603
    )
    
    
    (1,800
    )Capital contributions from partners
    
    
    25
    
    
    
    11,560Distributions to noncontrolling interest
    
    
    (2,450
    )
    
    
    (2,940
    )Distributions to partners
    
    
    (79,711
    )
    
    
    (10,591
    )Net cash provided by financing activities
    
    
    47,307
    
    
    
    8,361Net decrease in cash
    
    
    (1,533
    )
    
    
    (3,412
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    3,366
    
    
    
    15,179CASH AND CASH EQUIVALENTS, end of period
    
    $
    1,833
    
    
    $
    11,767
 See accompanying notes to interim unaudited condensed consolidated financial statements.
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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE 1: ORGANIZATION AND PRESENTATION
 Significant Relationships Referenced in Notes to the Interim Condensed Consolidated Financial
Statements (Unaudited)
 
    
    We, us, our, or the Partnership means the business and operations of Oxford
Resource Partners, LP, the parent entity, as well as its consolidated subsidiaries.
    
    ORLP means Oxford Resource Partners, LP, individually as the parent entity, and not on a
consolidated basis.
    
    Our GP means Oxford Resources GP, LLC, the general partner of Oxford Resource Partners, LP.
 Organization
    Initial
Public Offering
  5




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
  Initial Public Offering
    Unit Split
  NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Significant Accounting Policies
  New Accounting Standards Issued and Adopted
    6




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
  NOTE 3: ACQUISITION
     Three
    
    
    NineMonths Ended
    
    
    Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2009Revenue
    
    $
    90,598
    
    
    $
    268,561Net income attributable to Oxford Resource Partners, LP unitholders
    
    $
    2,568
    
    
    $
    5,603
  7




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 NOTE 4: INVENTORY
  September 30,
    
    
    December 31,2010
    
    
    2009Coal
    
    $
    6,460,000
    
    
    $
    4,759,000Fuel
    
    
    1,645,000
    
    
    
    1,264,000Supplies and spare parts
    
    
    3,906,000
    
    
    
    2,778,000Total
    
    $
    12,011,000
    
    
    $
    8,801,000
 NOTE 5: PROPERTY, PLANT AND EQUIPMENT, NET
  September 30,
    
    
    December 31,2010
    
    
    2009Property, plant and equipment, grossLand
    
    $
    3,374,000
    
    
    $
    3,374,000Coal reserves
    
    
    54,373,000
    
    
    
    39,905,000Mine development costs
    
    
    10,872,000
    
    
    
    8,606,000Total property
    
    
    68,619,000
    
    
    
    51,885,000Buildings and tipple
    
    
    2,066,000
    
    
    
    2,025,000Machinery and equipment
    
    
    196,511,000
    
    
    
    133,667,000Vehicles
    
    
    4,191,000
    
    
    
    3,913,000Furniture and fixtures
    
    
    1,293,000
    
    
    
    690,000Railroad sidings
    
    
    160,000
    
    
    
    160,000Total property, plant and equipment, gross
    
    
    272,840,000
    
    
    
    192,340,000Less: accumulated depreciation, depletion and amortization
    
    
    68,629,000
    
    
    
    42,879,000Total property, plant and equipment, net
    
    $
    204,211,000
    
    
    $
    149,461,000
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Expense type:Depreciation
    
    $
    9,609,000
    
    
    $
    4,558,000
    
    
    $
    23,590,000
    
    
    $
    12,560,000Depletion
    
    
    1,481,000
    
    
    
    1,058,000
    
    
    
    4,505,000
    
    
    
    3,485,000Amortization
    
    
    1,165,000
    
    
    
    283,000
    
    
    
    2,492,000
    
    
    
    1,212,000
  8




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 NOTE 6: LONG-TERM DEBT AND RELATED DERIVATIVE FINANCIAL INSTRUMENTS
         9




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
   NOTE 7: FAIR VALUE OF FINANCIAL INSTRUMENTS
  
    
    Level 1  Observable inputs such as quoted prices in active markets.
 
    
    Level 2  Inputs, other than quoted prices in active markets, that are observable
either directly or indirectly.
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which
require a reporting entity to develop its own assumptions.
  
    
    Market approach (Level 1)  Prices and other relevant information generated by
market transactions involving identical or comparable assets or liabilities.
 
    
    Cost approach (Level 2)  Amount that would be required to replace the service
capacity of an asset (replacement cost).
 
    
    Income approach (Level 3)  Techniques to convert future amounts to a single present
value based on market expectations (including present value techniques, option pricing
and excess earning models).
  10




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 
  Fair Value Measurement at September 30, 2010Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableIdentical Liabilities
    
    
    Observable Inputs
    
    
    InputsDescription
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Interest rate swap agreement
    
    $
    
    
    
    $
    (252,000
    )
    
    $
    
 Fair Value Measurement at December 31, 2009Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableIdentical Liabilities
    
    
    Observable Inputs
    
    
    InputsDescription
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Interest rate cap agreement
    
    $
    
    
    
    $
    34,000
    
    
    $
    
        11




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
  September 30, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueFixed rate debt
    
    $
    14,235,000
    
    
    $
    14,472,000
    
    
    $
    4,982,000
    
    
    $
    4,952,000Variable rate debt
    
    
    83,500,000
    
    
    
    83,500,000
    
    
    
    90,729,000
    
    
    
    90,729,000
 NOTE 8: LONG-TERM INCENTIVE PLAN
   WeightedAverageGrant DateUnits
    
    
    Fair ValueUnvested balance at December 31, 2009
    
    
    143,933
    
    
    $
    6.48Granted
    
    
    74,312
    
    
    $
    10.36Issued
    
    
    (23,904
    )
    
    $
    9.33Surrendered
    
    
    (10,428
    )
    
    $
    7.62Unvested balance at September, 30, 2010
    
    
    183,913
    
    
    $
    7.61
  NOTE 9: EARNINGS PER UNIT
    12




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands, except for unit and per unit amounts)Limited partner unitsAverage units outstanding:Basic
    
    
    18,884,324
    
    
    
    10,746,556
    
    
    
    14,306,473
    
    
    
    10,735,070Effect of equity-based compensation
    
    
    n/a
    
    
    
    41,263
    
    
    
    n/a
    
    
    
    28,130Diluted
    
    
    18,884,324
    
    
    
    10,787,819
    
    
    
    14,306,473
    
    
    
    10,763,200Net income attributable to limited partnersBasic
    
    $
    (3,332
    )
    
    $
    7,642
    
    
    $
    (5,678
    )
    
    $
    22,178Diluted
    
    $
    (3,332
    )
    
    $
    7,642
    
    
    $
    (5,678
    )
    
    $
    22,179Earnings per limited partner unitBasic
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.07Diluted
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.06General partner unitsAverage units outstanding:Basic and diluted
    
    
    385,368
    
    
    
    218,130
    
    
    
    291,277
    
    
    
    217,956Net income attributable to general partnerBasic
    
    $
    (68
    )
    
    $
    155
    
    
    $
    (116
    )
    
    $
    450Diluted
    
    $
    (68
    )
    
    $
    155
    
    
    $
    (116
    )
    
    $
    449Earnings per general partner unitBasic
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.06Diluted
    
    $
    (0.18
    )
    
    $
    0.71
    
    
    $
    (0.40
    )
    
    $
    2.06
  NOTE 10: COMMITMENTS AND CONTINGENCIES
 Coal Sales Contracts
   13




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OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 Purchase Commitments
  Transportation
  Former Pension Plan and New 401(k) Plan
  Performance Bonds
  Legal
  Guarantees
   14




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 NOTE 11: RELATED PARTY TRANSACTIONS
      15




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##### Table of Contents



OXFORD RESOURCE PARTNERS, LP AND SUBSIDIARIES
 NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (CONTINUED)
 NOTE 12: SUPPLEMENTAL CASH FLOW INFORMATION
 Nine Months EndedSeptember 30,2010
    
    
    2009Cash paid for:Interest
    
    $
    5,606,000
    
    
    $
    5,051,000Non-cash investing activities:Purchases of property and equipment financed through
accounts payable
    
    
    4,099,000
    
    
    
    2,733,000Purchase of coal reserves by note payable
    
    
    11,858,000
    
    
    
    1,387,000Mine development financed through accounts payable
    
    
    866,000
    
    
    
    Royalty advances financed through accounts payable
    
    
    39,000
    
    
    
    20,000Non-cash financing activities:Market value of common units vested in LTIP
    
    
    336,000
    
    
    
    83,000
 NOTE 13: SEGMENT INFORMATION
  NOTE 14: SUBSEQUENT EVENTS
 Harrison Resources Distribution
  Partnership Distribution
   16




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Statement Regarding Forward-Looking Statements
  
    
    our production levels, margins earned and level of operating costs;
 
    
    weakness in global economic conditions or in our customers industries;
 
    
    changes in governmental regulation of the mining industry or the electric power
industry and the increased costs of complying with those changes;
 
    
    decreases in demand for electricity and changes in coal consumption patterns of U.S.
electric power generators;
 
    
    our dependence on a limited number of customers;
 
    
    our inability to enter into new long-term coal sales contracts at attractive prices
and the renewal and other risks associated with our existing long-term coal sales
contracts, including risks related to adjustments to price, volume or other terms of
those contracts;
 
    
    difficulties in collecting our receivables because of credit or financial problems of
major customers, and customer bankruptcies, cancellations or breaches of existing
contracts, or other failures to perform;
 
    
    our ability to acquire additional coal reserves;
 
    
    our ability to respond to increased competition within the coal industry;
 
    
    fluctuations in coal demand, prices and availability due to labor and transportation
costs and disruptions, equipment availability, governmental regulations, including those
related to carbon dioxide emissions, and other factors;
 
    
    significant costs imposed on our mining operations by extensive environmental laws and
regulations, and greater than expected environmental regulation, costs and liabilities;
 
    
    legislation, and regulatory and related court decisions and interpretations, including
issues related to climate change and miner health and safety;
 
    
    a variety of operational, geologic, permitting, labor and weather-related factors,
including those related to both our mining operations and our underground coal reserves
that we do not operate;
  17




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##### Table of Contents




    
    limitations in the cash distributions we receive from our majority-owned subsidiary,
Harrison Resources, LLC (Harrison Resources), and the ability of Harrison Resources to
acquire additional reserves on economical terms from CONSOL Energy in the future;
 
    
    the potential for inaccuracies in our estimates of our coal reserves, which could
result in lower than expected revenues or higher than expected costs;
 
    
    the accuracy of the assumptions underlying our reclamation and mine closure
obligations;
 
    
    liquidity constraints, including those resulting from the cost or unavailability of
financing due to current capital market conditions;
 
    
    risks associated with major mine-related accidents;
 
    
    results of litigation, including claims not yet asserted;
 
    
    our ability to attract and retain key management personnel;
 
    
    greater than expected shortage of skilled labor;
 
    
    our ability to maintain satisfactory relations with our employees; and
 
    
    failure to obtain, maintain or renew our security arrangements, such as surety bonds
or letters of credit, in a timely manner and on acceptable terms.
   18




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##### Table of Contents



Overview
    Initial Public Offering
  Credit Facility
  Evaluating Our Results of Operations
  
    
    our coal production, sales volume and average sales prices, which drive our coal sales
revenue;
 
    
    our cost of coal sales;
 
    
    our cost of purchased coal;
 
    
    our adjusted EBITDA, a non-GAAP financial measure; and
 
    
    our distributable cash flow, a non-GAAP financial measure.
  19




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##### Table of Contents



Coal Production, Sales Volume and Sales Prices
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Tons of coal produced (raw)
    
    
    2,009
    
    
    
    1,402
    
    
    
    5,748
    
    
    
    4,156Tons of coal produced (clean)
    
    
    1,925
    
    
    
    1,364
    
    
    
    5,568
    
    
    
    4,039Tons of coal purchased
    
    
    122
    
    
    
    74
    
    
    
    617
    
    
    
    306Tons of coal sold
    
    
    2,025
    
    
    
    1,440
    
    
    
    6,131
    
    
    
    4,278Tons sold under long-term contracts(1)
    
    
    95.2
    %
    
    
    93.9
    %
    
    
    95.2
    %
    
    
    94.0
    %Average sales price per ton
    
    $
    38.61
    
    
    $
    39.21
    
    
    $
    38.09
    
    
    $
    41.31
 (1)
    
    Represents the percentage of the tons of coal we sold that were delivered under
long-term coal sales contracts.  20




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##### Table of Contents



Cost of Coal Sales
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Cost of coal sales per ton produced
    
    $
    29.69
    
    
    $
    28.42
    
    
    $
    30.82
    
    
    $
    28.66Tons of coal produced
    
    
    1,925
    
    
    
    1,364
    
    
    
    5,568
    
    
    
    4,039
 Cost of Purchased Coal
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(tons in thousands)Cost of purchased coal per ton
    
    $
    31.10
    
    
    $
    33.23
    
    
    $
    30.17
    
    
    $
    40.19Tons of coal purchased
    
    
    122
    
    
    
    74
    
    
    
    617
    
    
    
    306
 Adjusted EBITDA
   21




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##### Table of Contents



Distributable Cash Flow
  Factors that Impact Our Business
      22




---



##### Table of Contents



Results of Operations
 Factors Affecting the Comparability of Our Results of Operations
     
    
    we terminated our $115 million credit facility;
 
    
    we terminated our advisory services agreement with affiliates of AIM Oxford
(see Note 1 to our interim condensed consolidated financial statements); and
 
    
    we purchased $54.2 million of major mining equipment that we were leasing and
additional major mining equipment.
  23




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##### Table of Contents



Factors Impacting the Third Quarter of 2010
  
    
    An unexpected delay in the receipt of the Rose France 404 permit adversely
impacted production by approximately 36,000 tons and increased operating costs by
approximately $0.5 million, or $0.24 per ton.
 
    
    Geologic and other mining challenges at certain of the Ohio mining
complexes impacted operating costs by approximately $1.3 million, or $0.68 per ton.
 
    
    Higher repair and maintenance expenses increased operating costs by
approximately $1.9 million, or $1.00 per ton.
 
    
    A temporary royalty reduction from our third party leased underground
reserves reduced royalty and non-coal revenue by approximately $0.6 million.
  24




---



##### Table of Contents



Summary
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands, unaudited)Statement of Operations Data:Revenue:Coal sales
    
    $
    78,127
    
    
    $
    56,446
    
    
    $
    233,454
    
    
    $
    176,705Transportation revenue
    
    
    9,605
    
    
    
    7,589
    
    
    
    28,976
    
    
    
    23,261Royalty and non-coal revenue
    
    
    1,347
    
    
    
    1,748
    
    
    
    4,857
    
    
    
    5,546Total revenue
    
    
    89,079
    
    
    
    65,783
    
    
    
    267,287
    
    
    
    205,512Costs and expenses:Cost of coal sales (excluding DD&A,
shown separately)
    
    
    57,138
    
    
    
    38,793
    
    
    
    171,635
    
    
    
    115,770Cost of purchased coal
    
    
    3,790
    
    
    
    2,477
    
    
    
    18,617
    
    
    
    12,313Cost of transportation
    
    
    9,605
    
    
    
    7,589
    
    
    
    28,976
    
    
    
    23,261Depreciation, depletion and amortization
    
    
    12,255
    
    
    
    5,899
    
    
    
    30,587
    
    
    
    17,257Selling, general and administrative expenses
    
    
    4,044
    
    
    
    3,297
    
    
    
    10,446
    
    
    
    9,391Contract termination and amendment expenses, net
    
    
    652
    
    
    
    
    
    
    
    652
    
    
    
    Total costs and expenses
    
    
    87,484
    
    
    
    58,055
    
    
    
    260,913
    
    
    
    177,992Income from operations
    
    
    1,595
    
    
    
    7,728
    
    
    
    6,374
    
    
    
    27,520Interest income
    
    
    3
    
    
    
    9
    
    
    
    11
    
    
    
    31Interest expense
    
    
    (3,662
    )
    
    
    (2,127
    )
    
    
    (7,535
    )
    
    
    (4,642
    )Gain from purchase of business
    
    
    
    
    
    
    3,823
    
    
    
    
    
    
    
    3,823Net income (loss)
    
    
    (2,064
    )
    
    
    9,433
    
    
    
    (1,150
    )
    
    
    26,732Net loss attributable to noncontrolling interest
    
    
    (1,336
    )
    
    
    (1,636
    )
    
    
    (4,644
    )
    
    
    (4,104
    )Net income (loss) attributable to Oxford Resource Partners, LP unitholders
    
    $
    (3,400
    )
    
    $
    7,797
    
    
    $
    (5,794
    )
    
    $
    22,628Other Financial DataAdjusted EBITDA(1) (3)
    
    $
    13,680
    
    
    $
    12,965
    
    
    $
    33,625
    
    
    $
    41,444Distributable cash flow(2) (3)
    
    $
    4,219
 
 (1)
    
    Adjusted EBITDA represents net income (loss) attributable to our unitholders
before interest, taxes, DD&A, gain from purchase of business, contract termination and
amendment expenses, net, amortization of below-market coal sales contracts, non-cash equity
compensation expense, non-cash gain or loss on asset disposals and the change in the fair
value of our future ARO. The change in our ARO represents the change over the applicable
period in the fair value of our future ARO calculated on a present value basis. This amount
is part of our reclamation expense in our financial statements. Although adjusted EBITDA is
not a measure of performance calculated in accordance with GAAP, our management believes that
it is useful in evaluating our financial performance and our compliance with certain credit
facility financial covenants. Because not all companies calculate adjusted EBITDA
identically, our calculation may not be comparable to the similarly titled measure of other
companies.Adjusted EBITDA is used as a supplemental financial measure by management and by external users
of our financial statements, such as investors and lenders, to assess: 
    
    our financial performance without regard to financing methods, capital structure or income
taxes;
 
    
    our ability to generate cash sufficient to pay interest on our indebtedness and
to make distributions to our unitholders and our general partner;
 
    
    our compliance with certain credit facility financial covenants; and
 
    
    our ability to fund capital expenditure projects from operating cash flow.
  25




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##### Table of Contents



(2)
    
    Distributable cash flow represents adjusted EBITDA less cash interest paid
(net of interest income), estimated reserve replacement expenditures and other maintenance
capital expenditures. Estimated reserve replacement expenditures represent an estimate of the average quarterly reserve replacement
expenditures that we will incur over the long term for
the applicable period. We use estimated reserve replacement expenditures to calculate
distributable cash flow instead of actual reserve replacement expenditures because our
partnership agreement requires that we deduct estimated reserve replacement expenditures when
calculating operating surplus. Distributable cash flow should not be considered as an
alternative to net income (loss) attributable to our unitholders, income from operations, cash
flows from operating activities or any other measure of performance presented in accordance with
GAAP. Although distributable cash flow is not a measure of performance calculated in accordance
with GAAP, our management believes distributable cash flow is a useful measure to investors
because this measurement is used by many analysts and others in the industry as a performance
measurement tool to evaluate our operating and financial performance and to compare it with the
performance of other publicly traded limited partnerships. We also compare distributable cash
flow to the cash distributions we expect to pay our unitholders. Using this measure, management
can quickly compute the coverage ratio of estimated cash flows to planned cash distributions.(3)
    
    The following table presents a reconciliation of net income (loss)
attributable to unitholders to adjusted EBITDA and distributable cash flow for each of the
periods indicated: Reconciliation of net income (loss) attributable to Oxford Resource Partners, LP unitholders to
adjusted EBITDA and distributable cash flow:
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net Income (loss) attributable to Oxford
Resource Partners, LP unitholders
    
    $
    (3,400
    )
    
    $
    7,797
    
    
    $
    (5,794
    )
    
    $
    22,628PLUS:Interest expense, net of interest income
    
    
    3,659
    
    
    
    2,118
    
    
    
    7,524
    
    
    
    4,611Depreciation, depletion and amortization
    
    
    12,255
    
    
    
    5,899
    
    
    
    30,587
    
    
    
    17,257Contract termination and amendment expenses, net
    
    
    652
    
    
    
    
    
    
    
    652
    
    
    
    Non-cash equity-based compensation expense
    
    
    230
    
    
    
    106
    
    
    
    686
    
    
    
    320Non-cash loss on asset disposals
    
    
    314
    
    
    
    700
    
    
    
    766
    
    
    
    908Change in fair value of future ARO
    
    
    228
    
    
    
    168
    
    
    
    487
    
    
    
    (457
    )LESS:Gain on purchase of business
    
    
    
    
    
    
    (3,823
    )
    
    
    
    
    
    
    (3,823
    )Amortization of below-market coal
sales contracts
    
    
    (258
    )
    
    
    
    
    
    
    (1,283
    )
    
    
    Adjusted EBITDA
    
    $
    13,680
    
    
    $
    12,965
    
    
    $
    33,625
    
    
    $
    41,444LESS:Cash interest expense, net of interest income
    
    
    (1,316
    )Estimated reserve replacement expenditures
    
    
    (1,401
    )Other maintenance capital expenditures
    
    
    (6,744
    )Distributable cash flow
    
    $
    4,219
  26




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##### Table of Contents



Quarter Ended September 30, 2010 Compared to Quarter Ended September 30, 2009
 Overview.
   Three months ended September 30, 2010
 
    
    $1.8 million increase in net income resulting from the reduction in a specific
reserve for a below-market coal supply contract assumed in the Phoenix Coal
acquisition that was amended to reset the price to market rates starting in 2010
 
    
    $1.3 million reduction in net income resulting from the write-off of deferred
financing costs associated with the early termination of our prior $115 million
credit facility that resulted from the closing on our new $175 million credit
facility
 
    
    $2.5 million reduction in net income resulting from contract termination expense
related to the buyout of an advisory services agreement in connection with our public
offering
 Three months ended September 30, 2009
 
    
    $2.8 million increase in net income resulting from a non-recurring price increase
with a major customer that did not carry over into 2010
 
    
    $3.8 million increase in net income resulting from the gain on the purchase of a
business as a result of the Phoenix Coal acquisition
 
    
    $1.3 million reduction in net income resulting from the write-off of deferred
financing costs associated with our prior $115 million credit facility which was
amended to accommodate the Phoenix Coal acquisition
 Coal Production.
 Sales Volume.
 Average Sales Price Per Ton
  27




---



##### Table of Contents



Coal Sales Revenue.
 Royalty and Non-Coal Revenue
 Cost of Coal Sales (Excluding DD&A).
 Cost of Purchased Coal
 Depreciation, Depletion and Amortization (DD&A).
 Selling, General and Administrative Expenses (SG&A).
 Contract Termination and Amendment Expenses, Net.
  28




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##### Table of Contents



Transportation Revenue and Expenses
 Interest Expense
 Net Income Attributable to Noncontrolling Interest
 Distributable Cash Flow
  29




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##### Table of Contents



Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009
 Overview.
 Coal Production.
 Sales Volume.
 Average Sales Price Per Ton.
 Coal Sales Revenue
 Royalty and Non-Coal Revenue
 Cost of Coal Sales (Excluding DD&A).
  30




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##### Table of Contents



Cost of Purchased Coal
 Depreciation, Depletion and Amortization (DD&A).
 Selling, General and Administrative Expenses (SG&A).
 Contract Termination and Amendment Expenses, Net.
 Transportation Revenue and Expenses.
 Interest Expense
 Net Income Attributable to Noncontrolling Interest.
  31




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##### Table of Contents



Liquidity and Capital Resources
    
    
    our working capital;
 
    
    cash generated from operations;
 
    
    borrowings available under our $175 million credit facility;
 
    
    issuance of additional partnership units; and
 
    
    debt offerings.
  Cash Flows
  Nine Months EndedSeptember 30,2010
    
    
    2009Net cash provided by (used in)Operating activities
    
    $
    28,099
    
    
    $
    31,059Investing activities
    
    
    (76,939
    )
    
    
    (42,832
    )Financing activities
    
    
    47,307
    
    
    
    8,361
     32




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##### Table of Contents



Credit Facility
    Capital Expenditures
  Off-Balance Sheet Arrangements
  Seasonality
   33




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##### Table of Contents



Critical Accounting Policies
    Use of Estimates
  Allowance for Doubtful Accounts
  Inventory
   34




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##### Table of Contents



Property, Plant and Equipment
  Buildings and tipple
    
    25-39 yearsMachinery and equipment
    
    7-15 yearsVehicles
    
    5-7 yearsFurniture and fixtures
    
    3-7 yearsRailroad siding
    
    7 years
    Financial Instruments and Derivative Financial Instruments
      35




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Advance Royalties
  Long-Lived Assets
  Identifiable Intangible Assets and Liabilities
   Asset Retirement Obligations
      36




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Revenue Recognition
    Coal Sales Contracts
  Equity-Based Compensation
   37




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Earnings Per Unit
  Limited Partner Units:
 General Partner Units:
  38




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Commodity Price Risks
   Interest Rate Risks
  
 Item 4.
    
    Controls and Procedures
    39




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PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales Of Equity Securities And Use Of Proceeds
  Use of Proceeds
    
    
    to repay in full the outstanding balance under our $115 million credit
facility;
 
    
    to distribute approximately $18.3 million to C&T Coal in respect of its
limited partner interest in us;
 
    
    to distribute approximately $0.6 million to the participants in our long-term
incentive plan that hold our common units in respect of their limited partner interests
in us;
 
    
    to terminate our advisory services agreement with affiliates of AIM Oxford
for a payment of approximately $2.5 million; and
 
    
    to purchase leased and additional major mining equipment for approximately
$22.1 million.
  
 Item 3.
    
    Defaults Upon Senior Securities
   40




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Item 4.
    
    [Removed And Reserved]
 
 Item 5.
    
    Other Information
 Mine Safety
     41




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Docket No./
    
    CivilMine/MSHA ID#
    
    Penalty
    
    
    StatusLAKE 2008-383
Oxford Mining #3
33-04336
    
    $
    1,400
    
    
    Petition for civil penalty
assessment for a miner not
wearing a hard hat outside of
the operating cab of his
equipment. The Petition was
served on June 6, 2008 and
timely answered on July 3,
2008.LAKE 2009-381-M
Oxford Mining #2
33-04213
    
    $
    920
    
    
    Petition for civil penalty
assessment for two citations
regarding brake lights on
mobile equipment. The
proposed civil penalty
assessment became a final
order on January 16, 2009,
but the notice of contest was
mailed to an incorrect
address. A Motion to Reopen
the Penalty Assessment was
filed on March 19, 2009 and
unopposed by the Secretary of
Labor. The Commission has
approved the Motion, and the
matter has been assigned to
Administrative Law Judge
Barbour pending issuance of a
Petition for Penalty
Assessment.LAKE 2010 576
Snyder Mine
33-04414
    
    $
    946
    
    
    Petition for civil penalty
assessment for a rock truck
operator failing to maintain
control of the vehicle and
crashing into the highwall;
the driver sustained a broken
leg. The Petition was served
on May 5, 2010 and timely
answered on June 7, 2010. The
case has been assigned to an
Administrative Law Judge.
The parties have been ordered
to contact each others
representative to engage in
settlement discussions and,
if the parties are unable to
settle the case, to schedule
a conference call with the
Commission and all parties
prior to November 29, 2010.LAKE 2010 577
Snyder Mine
33-04414
    
    $
    207
    
    
    Petition for civil penalty
assessment for a dump truck
that did not give an audible
sound when reverse was
engaged when tested. The
Petition was served on May 6,
2010 and timely answered on
June 7, 2010. The case has
been assigned to an
Administrative Law Judge.
The parties have been ordered
to contact each others
representative to engage in
settlement discussions and,
if the parties are unable to
settle the case, to schedule
a conference call with the
Commission and all parties
prior to November 29, 2010.
 
 Item 6.
    
    Exhibits
   42




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##### Table of Contents



SIGNATURES
   OXFORD RESOURCE PARTNERS, LPBy:
    OXFORD RESOURCES GP, LLC, its general partnerBy:
    /s/ CHARLES C. UNGUREANCharles C. UngureanPresident and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ JEFFREY M. GUTMANJeffrey M. GutmanSenior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)  43




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EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description3.1
    
    
    Certificate of Limited Partnership of Oxford Resource
Partners, LP (incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-1 (Commission File No.
333-165662) filed on March 24, 2010)3.2
    
    
    Third Amended and Restated Agreement of Limited Partnership
of Oxford Resource Partners, LP dated July 19, 2010
(incorporated by reference to Exhibit 3.1 to the Current
Report on Form 8-K (Commission File No. 001-34815) filed on
July 19, 2010)3.3
    
    
    Certificate of Formation of Oxford Resources GP, LLC
(incorporated by reference to Exhibit 3.3 to Amendment No.
1 to the Registration Statement on Form S-1 (Commission
File No. 333-165662) filed on April 21, 2010)3.4
    
    
    Second Amended and Restated Limited Liability Company
Agreement of Oxford Resources GP, LLC dated July 19, 2010
(incorporated by reference to Exhibit 3.2 to the Current
Report on Form 8-K (Commission File No. 001-34815) filed on
July 19, 2010)10.1
    A
    
    Credit Agreement dated as of July 6, 2010 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
(Commission File No. 001-34815) filed on July 19, 2010)10.1
    B
    
    First Amendment to Credit Agreement and Limited Waiver
dated as of July 15, 2010 (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K (Commission
File No. 001-34815) filed on July 19, 2010)10.3
    #
    
    Employment Agreement between Oxford Resources GP, LLC and
Michael B. Gardner (incorporated by reference to Exhibit
10.3 to the Quarterly Report on Form 10-Q (Commission File
No. 001-34815) for the quarter ended June 30, 2010)10.4
    #
    
    Employment Agreement between Oxford Resources GP, LLC and
Jeffrey M. Gutman (incorporated by reference to Exhibit
10.4 to the Quarterly Report on Form 10-Q (Commission File
No. 001-34815) for the quarter ended June 30, 2010)10.5
    #
    
    Employment Agreement between Oxford Resources GP, LLC and
Gregory J. Honish (incorporated by reference to Exhibit
10.5 to the Quarterly Report on Form 10-Q (Commission File
No. 001-34815) for the quarter ended June 30, 2010)10.6
    #
    
    Employment Agreement between Oxford Resources GP, LLC and
Charles C. Ungurean (incorporated by reference to Exhibit
10.6 to the Quarterly Report on Form 10-Q (Commission File
No. 001-34815) for the quarter ended June 30, 2010)10.7
    #
    
    Employment Agreement between Oxford Resources GP, LLC and
Thomas T. Ungurean (incorporated by reference to Exhibit
10.7 to the Quarterly Report on Form 10-Q (Commission File
No. 001-34815) for the quarter ended June 30, 2010)10.12
    #
    
    Oxford Resource Partners, LP Amended and Restated Long-Term
Incentive Plan dated July 19, 2010 (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K
(Commission File No. 001-34815) filed on July 19, 2010)
  44




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ExhibitNumber
    
    Exhibit Description10.20
    *#
    
    Engagement letter agreement dated August 1, 2010 between Oxford Resources GP, LLC and Squire, Sanders & Dempsey
L.L.P. relating to representation services provided principally by and under the direction of Daniel M. Maher10.21
    *#
    
    Employment Agreement between Oxford Resources GP, LLC and
Daniel M. Maher dated August 1, 201031.1
    *
    
    Certification of Charles C. Ungurean, President and Chief
Executive Officer of Oxford Resources GP, LLC, the general
partner of Oxford Resource Partners, LP, for the September
30, 2010 Quarterly Report on Form 10-Q, pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    *
    
    Certification of Jeffrey M. Gutman, Senior Vice President,
Chief Financial Officer and Treasurer of Oxford Resources
GP, LLC, the general partner of Oxford Resource Partners,
LP, for the September 30, 2010 Quarterly Report on Form
10-Q, pursuant to Section 302 of the Sarbanes-Oxley Act of
200232.1
    *
    
    Certification of Charles C. Ungurean, President and Chief
Executive Officer of Oxford Resources GP, LLC, the general
partner of Oxford Resource Partners, LP, for the September
30, 2010 Quarterly Report on Form 10-Q, pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2
    *
    
    Certification of Jeffrey M. Gutman, Senior Vice President,
Chief Financial Officer and Treasurer of Oxford Resources
GP, LLC, the general partner of Oxford Resource Partners,
LP, for the September 30, 2010 Quarterly Report on Form
10-Q, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
 *
    
    Filed herewith (or furnished, in the case of Exhibits 32.1 and 32.2).#
    
    Compensatory plan or arrangement.  45