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8-K - FORM 8-K - ALLIANCE RESOURCE PARTNERS LPd386510d8k.htm

Exhibit 99.1

PRESS RELEASE

 

LOGO  

CONTACT:

Brian L. Cantrell

Alliance Resource Partners, L.P.

1717 South Boulder Avenue, Suite 400

Tulsa, Oklahoma 74119

(918) 295-7673

FOR IMMEDIATE RELEASE

ALLIANCE RESOURCE PARTNERS, L.P.

Reports Record Quarterly Revenues and EBITDA; Increases Quarterly Cash Distribution 3.7% to $1.0625 Per Unit; and Updates 2012 Guidance

TULSA, OKLAHOMA, July 27, 2012 – Alliance Resource Partners, L.P. (NASDAQ: ARLP) today reported financial results for the quarter ended June 30, 2012 (the “2012 Quarter”). Led by record coal sales volumes and pricing, revenues increased 15.7% to a record $529.9 million and EBITDA climbed 6.0% to a record $155.5 million, each as compared to the quarter ended June 30, 2011 (the “2011 Quarter”). Compared to the 2011 Quarter, net income declined 2.8% to $95.5 million, or $1.83 per basic and diluted limited partner unit due to anticipated increases in depreciation, depletion and amortization expense and the pass through of losses related to investments in White Oak Resources, LLC (“White Oak”). (For a definition of EBITDA and related reconciliations to comparable GAAP financial measures, please see the end of this release).

ARLP also announced that the Board of Directors of its managing general partner increased the cash distribution to unitholders for the 2012 Quarter to $1.0625 per unit (an annualized rate of $4.25 per unit), payable on August 14, 2012 to all unitholders of record as of the close of trading on August 7, 2012. The announced distribution represents a 15.2% increase over the cash distribution of $0.9225 per unit for the 2011 Quarter and a 3.7% increase over the cash distribution of $1.025 per unit for the first quarter of 2012 (the “Sequential Quarter”).

“ARLP’s operating strength, quality customer relationships and solid contract position allowed us to overcome challenging market conditions and deliver another quarter of excellent results to our unitholders,” said Joseph W. Craft III, President and Chief Executive Officer. “In addition to posting record EBITDA, sales volumes and revenue, our team’s accomplishments during the 2012 Quarter continued to strengthen ARLP’s long-term growth prospects. Operationally, we commenced longwall operations in mid-May at our Tunnel Ridge mine, completed the acquisition of the Onton No. 9 mine and continued to make progress at the Gibson South and White Oak mine development projects. On the sales side, we continued to execute ARLP’s strategy of securing long-term commitments for our production. To that end, we recently reached agreement for the sale of approximately 5.6 million tons over a six-year period. Since the beginning of the year, we have now made new coal sales commitments of 27 million tons, plus or minus 10% depending on customer nominations, for deliveries through 2018. Financially, we improved our liquidity by approximately $500 million by entering into new revolving credit and term loan facilities. These accomplishments continue to position ARLP for long-term growth giving our Board the confidence to again provide our unitholders with an attractive distribution increase for the seventeenth consecutive quarter.”

 

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Consolidated Financial Results

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Reflecting record sales volumes and pricing, coal sales revenues rose to $512.5 million in the 2012 Quarter, an increase of 15.8% compared to the 2011 Quarter. Improved price realizations, particularly in the Illinois Basin and Northern Appalachia, drove total average coal sales prices higher in the 2012 Quarter to a record $59.17 per ton sold, a 5.5% increase compared to the 2011 Quarter. Higher sales volumes in the Illinois Basin and Northern Appalachia, particularly at the Warrior and Tunnel Ridge mines and the newly acquired Onton mine, as well as increased brokerage sales volumes, pushed coal sales volumes up 9.8% in the 2012 Quarter to a record 8.7 million tons.

The increases at Warrior, Tunnel Ridge and Onton also contributed to higher coal production of 8.2 million tons in the 2012 Quarter, an increase of 8.6% compared to the 2011 Quarter. These higher coal sales and production volumes drove operating expenses in the 2012 Quarter higher to $334.6 million, an increase of 17.8% compared to the 2011 Quarter.

Outside coal purchases increased $10.3 million to $16.2 million in the 2012 Quarter compared to the 2011 Quarter, primarily as a result of increased brokerage coal sales volumes and higher cost per ton of coal purchased. General and administrative expenses increased $3.1 million to $16.1 million in the 2012 Quarter compared to the 2011 Quarter, primarily as a result of higher compensation-related expenses and other professional services. Depreciation, depletion and amortization increased to $13.0 million to $52.1 million in the 2012 Quarter compared to the 2011 Quarter, primarily as a result of the start-up of longwall production at the Tunnel Ridge mine, the addition of the Onton mine and capital expenditures related to infrastructure improvements at various other operations.

As anticipated, ARLP’s financial results for the 2012 Quarter were negatively impacted by losses related to White Oak’s development of its Mine No.1. Our preferred equity investment in White Oak requires ARLP to record substantially all of White Oak’s income and losses until we achieve our contractual preferred return. As a result, net equity in loss of affiliates in the 2012 Quarter primarily reflects the pass through of approximately $4.6 million of losses related to White Oak’s mine development activities.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

For the six months ended June 30, 2012 (the “2012 Period”), increases at the River View and Tunnel Ridge mines and the acquisition of the Onton mine in the 2012 Quarter led to record production and sales volumes as tons produced climbed 6.0% and tons sold increased 6.8%, compared to the six months ended June 30, 2011 (the “2011 Period”). Higher coal sales volumes and increased average coal sales prices, which rose $2.08 per ton sold, combined to drive 2012 Period revenues to a record $973.5 million, an increase of 10.5% compared to the 2011 Period. Offsetting these increases, higher operating costs and depreciation, depletion and amortization,

 

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and the pass through of losses related to the White Oak development project discussed above, as well as reduced sales into the metallurgical export markets during the 2012 Period led to lower EBITDA and net income. EBITDA for the 2012 Period was comparable to the 2011 Period, falling slightly to $287.0 million, while net income declined 7.8% to $178.4 million, or $3.36 per basic and diluted limited partner unit.

Regional Results and Analysis

 

(in millions, except per ton data)

   2012 Second
Quarter
     2011 Second
Quarter
     % Change
Quarter /
Quarter
    2012 First
Quarter
     % Change
Sequential
 
Illinois Basin              

Tons sold

     6.977         6.328         10.3     6.513         7.1

Coal sales price per ton (1)

   $ 53.22       $ 50.10         6.2   $ 51.91         2.5

Segment Adjusted EBITDA Expense per ton (2)

   $ 32.81       $ 30.50         7.6   $ 30.95         6.0

Segment Adjusted EBITDA (2)

   $ 142.7       $ 124.2         14.9   $ 136.9         4.2
Central Appalachia              

Tons sold

     0.493         0.708         (30.4 )%      0.509         (3.1 )% 

Coal sales price per ton (1)

   $ 80.73       $ 80.66         0.1   $ 80.48         0.3

Segment Adjusted EBITDA Expense per ton (2)

   $ 62.10       $ 55.85         11.2   $ 60.44         2.7

Segment Adjusted EBITDA (2)

   $ 9.2       $ 17.6         (47.7 )%    $ 10.2         (9.8 )% 
Northern Appalachia              

Tons sold

     1.063         0.830         28.1     0.708         50.1

Coal sales price per ton (1)

   $ 85.35       $ 79.92         6.8   $ 62.06         37.5

Segment Adjusted EBITDA Expense per ton(2)

   $ 71.92       $ 62.12         15.8   $ 62.45         15.2

Segment Adjusted EBITDA (2)

   $ 21.2       $ 15.6         35.9   $ 0.3         N/M (4) 
Total (3)              

Tons sold

     8.661         7.890         9.8     7.812         10.9

Coal sales price per ton (1)

   $ 59.17       $ 56.08         5.5   $ 54.99         7.6

Segment Adjusted EBITDA Expense per ton (2)

   $ 40.23       $ 36.70         9.6   $ 36.80         9.3

Segment Adjusted EBITDA (2)

   $ 171.6       $ 159.7         7.5   $ 145.7         17.8

 

(1) Sales price per ton is defined as total coal sales divided by total tons sold.
(2) For definitions of Segment Adjusted EBITDA expense per ton and Segment Adjusted EBITDA and related reconciliations to comparable GAAP financial measures, please see the end of this release.
(3) Total includes White Oak, other, corporate and eliminations.
(4) Not meaningful, percentage change greater than 100%.

Reflecting higher Illinois Basin, Northern Appalachia and brokerage sales volumes, ARLP sold a record 8.7 million tons of coal in the 2012 Quarter, an increase of 9.8% over the 2011 Quarter. Coal sales volumes in the Illinois Basin increased from the 2011 and Sequential Quarters, primarily as a result of strong sales and production performance from the Warrior mine and the addition of the Onton mine. In Central Appalachia, lower coal sales volumes compared to the 2011 Quarter reflect the loss of a production unit at the Pontiki mine in the third quarter of 2011 and, compared to the Sequential Quarter, the loss of a production unit during the 2012 Quarter at the MC Mining mine, each due to regulatory action. Coal sales volumes in Northern Appalachia

 

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increased from the 2011 and Sequential Quarters reflecting the start-up of longwall production at the Tunnel Ridge mine in May 2012. Sequentially, Northern Appalachia also benefited from higher export sales as tons that had been deferred from the first quarter of 2012 were shipped from the Mettiki mining complex during the 2012 Quarter.

Total coal inventory declined by approximately 243,000 tons during the 2012 Quarter to approximately 822,000 tons. ARLP continues to anticipate coal inventories will trend lower throughout the balance of this year.

Compared to the 2011 Quarter, ARLP continued to benefit from improved contract pricing, particularly in the Illinois Basin and Northern Appalachia, as total average coal sales price increased 5.5% to $59.17 per ton sold in the 2012 Quarter. Sequentially, total coal sales prices increased 7.6% due primarily to the previously mentioned higher priced export shipments in the 2012 Quarter.

Total Segment Adjusted EBITDA Expense per ton in the 2012 Quarter increased 9.6% compared to the 2011 Quarter, reflecting the previously discussed increases in operating expenses. Compared to the Sequential Quarter, Segment Adjusted EBITDA Expense per ton in the 2012 Quarter was impacted by fewer work days due to traditional miner vacations in all of ARLP’s operating regions. In the Illinois Basin, lower coal recoveries at the River View mine, difficult mining conditions at the Dotiki mine related to its transition into the West Kentucky No. 13 coal seam and the addition of the Onton No. 9 mine, contributed to higher Segment Adjusted EBITDA Expense per ton in the 2012 Quarter. In Central Appalachia, the impact of the loss of a production unit at both the Pontiki and MC Mining mines due to regulatory action, offset in part by improved coal recoveries, contributed to higher Segment Adjusted EBITDA Expense per ton in the 2012 Quarter. In Northern Appalachia, higher Segment Adjusted EBITDA Expense per ton reflects increased cost per ton of coal purchased by the Mettiki complex, higher cost per ton of initial longwall production at the Tunnel Ridge mine, as well as the impact of difficult mining conditions at the Mountain View mine. (For a definition of Segment Adjusted EBITDA and Segment Adjusted EBITDA Expense per ton and related reconciliations to comparable GAAP financial measures, please see the end of this release).

Outlook

Commenting on ARLP’s outlook Mr. Craft continued, “The first half of 2012 has been an extremely challenging market environment for the coal industry as the U.S. experienced significant year-over-year declines in coal-fired electricity generation causing a steep reduction in domestic coal demand. Recently, hotter weather patterns, rising natural gas prices, strong export thermal sales and supply reductions by other coal producers gives us hope that better days are ahead for the coal markets. We still are concerned, however, about a weak U.S. economy and the direction of the global economy. This weakness and uncertainty has impacted demand and pricing for our metallurgical coal sales for the remainder of this year. We expect to ship the last 70,000 tons on our high-priced export contract in July. We are in negotiations to continue shipping into the export metallurgical market but cannot predict if, or when, shipments will resume. On a positive note, at Tunnel Ridge our production was 300,000 tons in the 2012 Quarter and is expected to grow to 900,000 tons in the third quarter of 2012 and reach 1.2 million tons in the fourth quarter of this year. With our strong balance sheet and contract portfolio, as well as the increased production from Tunnel Ridge, ARLP is well positioned to manage through these near-term challenges and we expect to deliver record EBITDA results consistent with previous guidance.”

 

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Reflecting results to date and adjusting for current coal sales and production mix expectations, ARLP currently anticipates full-year 2012 results near the lower end of its previous guidance ranges for production volumes of 35.2 to 36.4 million tons, sales volumes of 35.6 to 36.9 million tons and revenues, excluding transportation revenues, of $2.06 to $2.12 billion.

Based on current expectations, ARLP is essentially fully priced and committed for its anticipated 2012 coal sales volumes. ARLP has also secured coal sales commitments for approximately 36.1 million tons, 29.3 million tons and 22.8 million tons in 2013, 2014 and 2015, respectively, of which approximately 1.0 million tons in 2013 and 2.9 million tons in both 2014 and 2015 remain open to market pricing.

For 2012, ARLP is anticipating full-year results near the midpoint of its previous guidance ranges for consolidated EBITDA of $585.0 to $615.0 million and net income of $345.0 to $385.0 million. Consolidated estimates for 2012 continue to reflect the negative effects of ARLP’s White Oak investments, which are now estimated in a range of $15.0 to $20.0 million for EBITDA and $12.0 to $17.0 million for net income. (For a definition of EBITDA and related reconciliations to comparable GAAP financial measures, please see the end of this release.)

ARLP continues to anticipate total 2012 capital expenditures in a range of $565.0 to $610.0 million, including approximately $95.0 to $110.0 million for reserve acquisitions and construction of surface facilities related to the White Oak mine development project. In addition, ARLP now expects to fund approximately $75.0 to $95.0 million of its preferred equity investment commitment to White Oak during 2012.

A conference call regarding ARLP’s 2012 Quarter financial results is scheduled for today at 10:00 a.m. Eastern. To participate in the conference call, dial (866) 510-0704 and provide pass code 87258002. International callers should dial (617) 597-5362 and provide the same pass code. Investors may also listen to the call via the “investor information” section of ARLP’s website at http://www.arlp.com.

An audio replay of the conference call will be available for approximately one week. To access the audio replay, dial (888) 286-8010 and provide pass code 62224575. International callers should dial (617) 801-6888 and provide the same pass code.

This announcement is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b), with 100% of the partnership’s distributions to foreign investors attributable to income that is effectively connected with a United States trade or business. Accordingly, ARLP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable tax rate.

About Alliance Resource Partners, L.P.

ARLP is a diversified producer and marketer of coal to major United States utilities and industrial users. ARLP, the nation’s first publicly traded master limited partnership involved in the production and marketing of coal, is currently the third largest coal producer in the eastern United States with mining operations in the Illinois Basin, Northern Appalachian and Central Appalachian coal producing regions. ARLP operates eleven mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia. ARLP is also constructing a new mine in southern Indiana and is purchasing and funding development of reserves, constructing surface facilities and making equity investments in a new mining complex in southern Illinois. In addition, ARLP operates a coal loading terminal on the Ohio River at Mount Vernon, Indiana.

 

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News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission, are available at http://www.arlp.com. For more information, contact the investor relations department of ARLP at (918) 295-7674 or via e-mail at investorrelations@arlp.com.

***

The statements and projections used throughout this release are based on current expectations. These statements and projections are forward-looking, and actual results may differ materially. These projections do not include the potential impact of any mergers, acquisitions or other business combinations that may occur after the date of this release. At the end of this release, we have included more information regarding business risks that could affect our results.

FORWARD-LOOKING STATEMENTS: With the exception of historical matters, any matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. These risks, uncertainties and contingencies include, but are not limited to, the following: changes in competition in coal markets and our ability to respond to such changes; changes in coal prices, which could affect our operating results and cash flows; risks associated with the expansion of our operations and properties; the impact of health care legislation; deregulation of the electric utility industry or the effects of any adverse change in the coal industry, electric utility industry, or general economic conditions; dependence on significant customer contracts, including renewing customer contracts upon expiration of existing contracts; changing global economic conditions or in industries in which our customers operate; liquidity constraints, including those resulting from any future unavailability of financing; customer bankruptcies, cancellations or breaches to existing contracts, or other failures to perform; customer delays, failure to take coal under contracts or defaults in making payments; adjustments made in price, volume or terms to existing coal supply agreements; 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; legislation, regulatory and court decisions and interpretations thereof, including issues related to air and water quality and miner health and safety; our productivity levels and margins earned on our coal sales; unexpected changes in raw material costs; unexpected changes in the availability of skilled labor; our ability to maintain satisfactory relations with our employees; any unanticipated increases in labor costs, adverse changes in work rules, or unexpected cash payments or projections associated with post-mine reclamation and workers’ compensation claims; any unanticipated increases in transportation costs and risk of transportation delays or interruptions; greater than expected environmental regulation, costs and liabilities; a variety of operational, geologic, permitting, labor and weather-related factors; risks associated with major mine-related accidents, such as mine fires, or interruptions; results of litigation, including claims not yet asserted; difficulty maintaining our surety bonds for mine reclamation as well as workers’ compensation and black lung benefits; difficulty in making accurate assumptions and projections regarding pension, black lung benefits and other post-retirement benefit liabilities; coal market’s share of electricity generation, including as a result of environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy, such as natural gas, nuclear energy and renewable fuels; uncertainties in estimating and replacing our coal reserves; a loss or reduction of benefits from certain tax credits; difficulty obtaining commercial property insurance, and risks associated with our participation (excluding any applicable deductible) in the commercial insurance property program; and difficulty in making accurate assumptions and projections regarding future revenues and costs associated with equity investments in companies we do not control.

Additional information concerning these and other factors can be found in ARLP’s public periodic filings with the Securities and Exchange Commission (“SEC”), including ARLP’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012 with the SEC. Except as required by applicable securities laws, ARLP does not intend to update its forward-looking statements.

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OPERATING DATA

(In thousands, except unit and per unit data)

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2012     2011     2012     2011  

Tons Sold

     8,661        7,890        16,473        15,428   

Tons Produced

     8,185        7,535        16,697        15,755   

SALES AND OPERATING REVENUES:

        

Coal sales

   $ 512,505      $ 442,483      $ 942,104      $ 850,168   

Transportation revenues

     5,441        8,706        12,026        18,006   

Other sales and operating revenues

     11,918        6,757        19,320        13,030   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     529,864        457,946        973,450        881,204   
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES:

        

Operating expenses (excluding depreciation, depletion and amortization)

     334,647        284,117        608,162        540,235   

Transportation expenses

     5,441        8,706        12,026        18,006   

Outside coal purchases

     16,154        5,842        30,335        9,631   

General and administrative

     16,052        13,002        30,341        25,422   

Depreciation, depletion and amortization

     52,109        39,100        95,142        76,962   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     424,403        350,767        776,006        670,256   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME FROM OPERATIONS

     105,461        107,179        197,444        210,948   

Interest expense, net

     (8,268     (9,156     (14,180     (18,466

Interest income

     51        87        144        192   

Equity in loss of affiliates, net

     (4,430     —          (8,208     —     

Other income

     2,384        393        2,599        980   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     95,198        98,503        177,799        193,654   

INCOME TAX EXPENSE (BENEFIT)

     (257     325        (624     96   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME

   $ 95,455      $ 98,178      $ 178,423      $ 193,558   
  

 

 

   

 

 

   

 

 

   

 

 

 

GENERAL PARTNERS’ INTEREST IN NET INCOME

   $ 27,165      $ 22,209      $ 52,752      $ 43,214   
  

 

 

   

 

 

   

 

 

   

 

 

 

LIMITED PARTNERS’ INTEREST IN NET INCOME

   $ 68,290      $ 75,969      $ 125,671      $ 150,344   
  

 

 

   

 

 

   

 

 

   

 

 

 

BASIC AND DILUTED NET INCOME PER LIMITED PARTNER UNIT

   $ 1.83      $ 2.04      $ 3.36      $ 4.03   
  

 

 

   

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT

   $ 1.025      $ 0.89      $ 2.015      $ 1.75   
  

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING—BASIC AND DILUTED

     36,874,949        36,775,741        36,850,965        36,762,402   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

 

     June 30,
2012
    December 31,
2011
 

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 11,364      $ 273,528   

Trade receivables

     164,459        128,643   

Other receivables

     1,247        3,525   

Due from affiliates

     255        5,116   

Inventories

     68,652        33,837   

Advance royalties

     7,560        7,560   

Prepaid expenses and other assets

     6,493        11,945   
  

 

 

   

 

 

 

Total current assets

     260,030        464,154   

PROPERTY, PLANT AND EQUIPMENT:

    

Property, plant and equipment, at cost

     2,274,804        1,974,520   

Less accumulated depreciation, depletion and amortization

     (797,909     (793,200
  

 

 

   

 

 

 

Total property, plant and equipment, net

     1,476,895        1,181,320   

OTHER ASSETS:

    

Advance royalties

     30,848        27,916   

Equity investments in affiliates

     63,880        40,118   

Other long-term assets

     27,200        18,010   
  

 

 

   

 

 

 

Total other assets

     121,928        86,044   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 1,858,853      $ 1,731,518   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

CURRENT LIABILITIES:

    

Accounts payable

   $ 116,780      $ 96,869   

Due to affiliates

     567        494   

Accrued taxes other than income taxes

     21,219        15,873   

Accrued payroll and related expenses

     37,049        35,876   

Accrued interest

     1,944        2,195   

Workers’ compensation and pneumoconiosis benefits

     9,466        9,511   

Current capital lease obligations

     1,037        676   

Other current liabilities

     22,352        15,326   

Current maturities, long-term debt

     18,000        18,000   
  

 

 

   

 

 

 

Total current liabilities

     228,414        194,820   

LONG-TERM LIABILITIES:

    

Long-term debt, excluding current maturities

     691,000        686,000   

Pneumoconiosis benefits

     59,592        54,775   

Accrued pension benefit

     24,723        27,538   

Workers’ compensation

     72,560        64,520   

Asset retirement obligations

     76,220        70,836   

Long-term capital lease obligations

     19,115        2,497   

Other liabilities

     7,865        6,774   
  

 

 

   

 

 

 

Total long-term liabilities

     951,075        912,940   
  

 

 

   

 

 

 

Total liabilities

     1,179,489        1,107,760   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

    

PARTNERS’ CAPITAL:

    

Alliance Resource Partners, L.P. (“ARLP”) Partners’ Capital:

    

Limited Partners—Common Unitholders 36,874,949 and 36,775,741 units outstanding, respectively

     993,747        943,325   

General Partners’ deficit

     (275,226     (279,107

Accumulated other comprehensive loss

     (39,157     (40,460
  

 

 

   

 

 

 

Total Partners’ Capital

     679,364        623,758   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 1,858,853      $ 1,731,518   
  

 

 

   

 

 

 

 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Six Months Ended
June 30,
 
     2012     2011  

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

   $ 255,471      $ 261,385   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Property, plant and equipment:

    

Capital expenditures

     (238,330     (142,433

Changes in accounts payable and accrued liabilities

     10,759        (5,524

Proceeds from sale of property, plant and equipment

     19        122   

Purchase of equity investments in affiliate

     (30,600     —     

Payment for acquisition of business

     (100,000     —     

Payments to affiliate for development of coal reserves

     (34,601     —     

Advances/loans to affiliate

     (2,229     —     

Payments from affiliate

     4,229        —     

Other

     429        810   
  

 

 

   

 

 

 

Net cash used in investing activities

     (390,324     (147,025
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Borrowings under term loan

     250,000        —     

Borrowings under revolving credit facility

     55,000        —     

Payment on term loan

     (300,000     —     

Payments on capital lease obligations

     (405     (379

Payment of debt issuance costs

     (4,272     —     

Net settlement of employee withholding taxes on vesting of Long-Term Incentive Plan

     (3,734     (2,324

Cash contributions by General Partners

     150        87   

Distributions paid to Partners

     (124,050     (104,195
  

 

 

   

 

 

 

Net cash used in financing activities

     (127,311     (106,811
  

 

 

   

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

     (262,164     7,549   

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     273,528        339,562   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 11,364      $ 347,111   
  

 

 

   

 

 

 

 

-MORE-


Reconciliation of GAAP “Net Income” to non-GAAP “EBITDA” and non-GAAP “Distributable Cash Flow” (in thousands).

EBITDA is defined as net income before net interest expense, income taxes and depreciation, depletion and amortization. EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

 

   

the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

 

   

the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

 

   

our operating performance and return on investment as compared to those of other companies in the coal energy sector, without regard to financing or capital structures; and

 

   

the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

Distributable cash flow (“DCF”) is defined as EBITDA excluding interest expense (before capitalized interest), interest income, income taxes and estimated maintenance capital expenditures. DCF is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess:

 

   

the cash flows generated by our assets (prior to the establishment of any retained cash reserves by the general partner) to fund the cash distributions we expect to pay to unitholders;

 

   

our success in providing a cash return on investment and whether or not the Partnership is generating cash flow at a level that can sustain or support an increase in its quarterly distribution rates;

 

   

the yield of our units, which is a quantitative standard used through the investment community with respect to publicly-traded partnerships as the value of a unit is generally determined by a unit’s yield (which in turn is based on the amount of cash distributions the entity pays to a unitholder).

EBITDA and DCF should not be considered as alternatives 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 and DCF are not intended to represent cash flow and do not represent the measure of cash available for distribution. Our method of computing EBITDA and DCF may not be the same method used to compute similar measures reported by other companies, and EBITDA and DCF may be computed differently by us in different contexts (i.e. public reporting versus computation under financing agreements).

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
    Three Months
Ended

March  31,
    Year Ended
December 31,
 
     2012     2011     2012     2011     2012     2012E
Midpoint
 

Net income

   $ 95,455      $ 98,178      $ 178,423      $ 193,558      $ 82,968      $ 365,000   

Depreciation, depletion and amortization

     52,109        39,100        95,142        76,962        43,033        209,000   

Interest expense, gross

     9,995        9,236        18,768        18,586        8,773        37,000   

Capitalized interest

     (1,778     (167     (4,732     (312     (2,954     (9,500

Income tax expense (benefit)

     (257     325        (624     96        (367     (1,500
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     155,524        146,672        286,977        288,890        131,453        600,000   

Interest expense, gross

     (9,995     (9,236     (18,768     (18,586     (8,773     (37,000

Income tax (expense) benefit

     257        (325     624        (96     367        1,500   

Estimated maintenance capital expenditures (1)

     (45,018     (35,415     (91,834     (74,049     (46,816     (195,800
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributable Cash Flow

   $ 100,768      $ 101,696      $ 176,999      $ 196,159      $ 76,231      $ 368,700   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

-MORE-


(1) 

Our maintenance capital expenditures, as defined under the terms of our partnership agreement, are those capital expenditures required to maintain, over the long-term, the operating capacity of our capital assets. We estimate maintenance capital expenditures on an annual basis based upon a five-year planning horizon. For the current five-year planning horizon, average annual estimated maintenance capital expenditures are assumed to be $5.50 per produced ton compared to the estimated $4.70 per produced ton in 2011. Our actual maintenance capital expenditures vary depending on various factors, including maintenance schedules and timing of capital projects, among others. We annually disclose our actual maintenance capital expenditures in our Form 10-K filed with the Securities and Exchange Commission.

Reconciliation of GAAP “Operating Expenses” to non-GAAP “Segment Adjusted EBITDA Expense per ton” and Reconciliation of non-GAAP “EBITDA” to “Segment Adjusted EBITDA” (in thousands, except per ton data).

Segment Adjusted EBITDA Expense per ton includes operating expenses, outside coal purchases and other income divided by tons sold. Transportation expenses are excluded as these expenses are passed through to our customers and, consequently, we do not realize any margin on transportation revenues. Segment Adjusted EBITDA Expense is used as a supplemental financial measure by our management to assess the operating performance of our segments. Segment Adjusted EBITDA Expense is a key component of EBITDA in addition to coal sales and other sales and operating revenues. The exclusion of corporate general and administrative expenses from Segment Adjusted EBITDA Expense allows management to focus solely on the evaluation of segment operating performance as it primarily relates to our operating expenses. Outside coal purchases are included in Segment Adjusted EBITDA Expense because tons sold and coal sales include sales from outside coal purchases.

 

     Three Months Ended
June 30,
    Three Months
Ended

March  31,
 
   2012     2011     2012  

Operating expense

   $ 334,647      $ 284,117      $ 273,515   

Outside coal purchases

     16,154        5,842        14,181   

Other (income) loss

     (2,384     (393     (215
  

 

 

   

 

 

   

 

 

 

Segment Adjusted EBITDA Expense

   $ 348,417      $ 289,566      $ 287,481   

Divided by tons sold

     8,661        7,890        7,812   
  

 

 

   

 

 

   

 

 

 

Segment Adjusted EBITDA Expense per ton

   $ 40.23      $ 36.70      $ 36.80   
  

 

 

   

 

 

   

 

 

 

Segment Adjusted EBITDA is defined as net income before net interest expense, income taxes, depreciation, depletion and amortization and general and administrative expenses.

 

     Three Months Ended
June 30,
     Three Months
Ended

March  31,
 
   2012      2011      2012  

EBITDA (See reconciliation to GAAP above)

   $ 155,524       $ 146,672       $ 131,453   

General and administrative

     16,052         13,002         14,289   
  

 

 

    

 

 

    

 

 

 

Segment Adjusted EBITDA

   $ 171,576       $ 159,674       $ 145,742   
  

 

 

    

 

 

    

 

 

 

 

-END-