Alliance Holdings GP, L.P. - FORM 8-K - EX-99.1

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8-K - FORM 8-K - Alliance Holdings GP, L.P.	a14-4273_18k.htm

Exhibit 99.1

PRESS RELEASE

	CONTACT:
	Brian L. Cantrell
	Alliance Holdings GP, L.P.
	1717 South Boulder Avenue, Suite 400
	Tulsa, Oklahoma 74119
	(918) 295-7673

FOR IMMEDIATE RELEASE

ALLIANCE HOLDINGS GP, L.P.

Increases Quarterly Distribution by 2.5% to $0.8275 Per Unit; Reports Increased Quarterly and Record Annual Financial Results As 2013 Net Income Rises 19.3%

TULSA, OKLAHOMA, January 28, 2014 — Alliance Holdings GP, L.P. (NASDAQ: AHGP) today announced that the Board of Directors of its general partner declared a quarterly cash distribution for the quarter ended December 31, 2013 (the “2013 Quarter”) of $0.8275 per unit, or an annualized rate of $3.31 per unit. The declared distribution will be paid on February 19, 2014 to AHGP’s unitholders of record as of the close of trading on February 12, 2014.

The announced quarterly cash distribution represents an 11.8% increase over the $0.74 per unit distribution (an annualized rate of $2.96 per unit) for the quarter ended December 31, 2012 (the “2012 Quarter”) and an increase of 2.5% over the third quarter 2013 distribution of $0.8075 per unit (an annualized rate of $3.23 per unit).

The declared distribution is based on the distribution AHGP will receive from its ownership interests in Alliance Resource Partners, L.P. (NASDAQ: ARLP). ARLP today announced a quarterly distribution for the 2013 Quarter of $1.1975 per unit, or $4.79 per unit on an annualized basis, payable on February 14, 2014 to all unitholders of record as of the close of trading on February 7, 2014. (See ARLP Press Release dated January 28, 2014.)

AHGP also reported net income for the 2013 Quarter of $58.7 million, or $0.98 per basic and diluted limited partner unit, an increase of 10.9% compared to net income for the 2012 Quarter of $52.9 million, or $0.88 per basic and diluted limited partner unit. For the year ended December 31, 2013, AHGP’s net income increased 19.3% to a record $233.9 million, or $3.91 per basic and diluted limited partner unit, compared to net income for the year ended December 31, 2012 of $196.1 million, or $3.28 per basic and diluted limited partner unit. (For a discussion of net income presentation, please see the end of this release.)

AHGP currently has no other operating activities apart from those conducted by the operating subsidiaries of ARLP and reports its financial results on a consolidated basis with the financial results of ARLP. AHGP’s principal sources of cash flow are its ownership of general partner interests, limited partner interests and incentive distribution rights in ARLP. Based on ARLP’s current declared distribution, AHGP expects to receive quarterly cash distributions from ARLP of $50.2 million, or $200.8 million on an annualized basis. AHGP’s primary cash requirements are for working capital, distributions to its unitholders and general and administrative expenses, including for 2014 an estimated $4.6 million in general and administrative expenses.

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AHGP and ARLP will discuss their 2013 Quarter financial results during a joint conference call scheduled for today at 10:00 a.m. Eastern. To participate in the conference call, dial (866) 318-8611 and provide pass code 48285005. International callers should dial (617) 399-5130 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 or AHGP’s website at http://www.ahgp.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 42225972. 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, AHGP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable tax rate.

About Alliance Holdings GP, L.P.

AHGP is a limited partnership formed to own and control Alliance Resource Management GP, LLC, the managing general partner of Alliance Resource Partners, L.P. (NASDAQ: ARLP), through which it holds a 1.98% general partner interest and the incentive distribution rights in ARLP. In addition, AHGP owns 15,544,169 common units of ARLP.

News, unit prices and additional information about AHGP including filings with the Securities and Exchange Commission, are available at http://www.ahgp.com. For more information, contact the investor relations department of AHGP at (918) 295-1415 or via e-mail at investorrelations@ahgp.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.

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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 the ARLP Partnership’s ability to respond to such changes; changes in coal prices, which could affect the ARLP Partnership’s operating results and cash flows; risks associated with the ARLP Partnership’s expansion of its operations and properties; legislation, regulations, and court decisions and interpretations thereof, including those relating to the environment, mining, miner health and safety and health care; 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 the ARLP Partnership’s 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; the ARLP Partnership’s productivity levels and margins earned on its coal sales; unexpected changes in raw material costs; unexpected changes in availability of skilled labor; the ARLP Partnership’s ability to maintain satisfactory relations with its 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; unexpected operational interruptions due to geologic, permitting, labor, weather-related or other factors; risks associated with major mine-related accidents, such as mine fires, or interruptions; results of litigation, including claims not yet asserted; difficulty maintaining the ARLP Partnership’s 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 other sources of electricity, such as natural gas, nuclear energy and renewable fuels; uncertainties in estimating and replacing the ARLP Partnership’s coal reserves; a loss or reduction of benefits from certain tax deductions and credits; difficulty obtaining commercial property insurance, and risks associated with the ARLP Partnership’s 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 AHGP’s public periodic filings with the Securities and Exchange Commission (“SEC”), including AHGP’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013 with the SEC. Except as required by applicable securities laws, AHGP does not intend to update its forward-looking statements.

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ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OPERATING DATA

(In thousands, except unit and per unit data)

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2013			2012			2013			2012

SALES AND OPERATING REVENUES:
Coal sales	$	542,919		$	538,330		$	2,137,449		$	1,979,437
Transportation revenues	9,183			4,383			32,642			22,034
Other sales and operating revenues	14,513			6,605			35,108			32,459
Total revenues	566,615			549,318			2,205,199			2,033,930

EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization)	356,706			356,485			1,398,763			1,303,291
Transportation expenses	9,183			4,383			32,642			22,034
Outside coal purchases	2			3,848			2,030			38,607
General and administrative	17,275			15,219			65,231			62,713
Depreciation, depletion and amortization	66,223			63,199			264,911			218,122
Asset impairment charge	—			—			—			19,031
Total operating expenses	449,389			443,134			1,763,577			1,663,798

INCOME FROM OPERATIONS	117,226			106,184			441,622			370,132
Interest expense, net	(7,642		)	(7,066		)	(26,081		)	(28,453		)
Equity in loss of affiliates, net	(8,885		)	(3,610		)	(24,441		)	(14,650		)
Other income	892			262			1,891			3,115
INCOME BEFORE INCOME TAXES	101,591			95,770			392,991			330,144
INCOME TAX EXPENSE (BENEFIT)	2,704			(356		)	1,397			(1,082		)
NET INCOME	98,887			96,126			391,594			331,226
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(40,204		)	(43,231		)	(157,721		)	(135,158		)
NET INCOME ATTRIBUTABLE TO ALLIANCE HOLDINGS GP, L.P. (“NET INCOME OF AHGP”)	$	58,683		$	52,895		$	233,873		$	196,068

BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT	$	0.98		$	0.88		$	3.91		$	3.28
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT	$	0.8075		$	0.72		$	3.095		$	2.7225

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING - BASIC AND DILUTED	59,863,000			59,863,000			59,863,000			59,863,000

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ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

	Year Ended December 31,
	2013			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	98,375		$	31,111
Trade receivables	153,662			172,724
Other receivables	776			1,019
Due from affiliates	1,889			562
Inventories	44,214			46,660
Advance royalties	11,454			11,492
Prepaid expenses and other assets	16,264			20,554
Total current assets	326,634			284,122

PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost	2,645,872			2,361,863
Less accumulated depreciation, depletion and amortization	(1,031,493		)	(832,293		)
Total property, plant and equipment, net	1,614,379			1,529,570

OTHER ASSETS:
Advance royalties	18,813			23,267
Equity investments in affiliates	130,410			88,513
Due from affiliate	11,560			3,084
Other long-term assets	24,883			30,284
Total other assets	185,666			145,148
TOTAL ASSETS	$	2,126,679		$	1,958,840

LIABILITIES AND PARTNERS’ CAPITAL

CURRENT LIABILITIES:
Accounts payable	$	79,772		$	100,678
Due to affiliates	290			327
Accrued taxes other than income taxes	19,086			20,033
Accrued payroll and related expenses	47,105			38,501
Accrued interest	996			1,435
Workers’ compensation and pneumoconiosis benefits	9,065			9,320
Current capital lease obligations	1,288			1,000
Other current liabilities	18,625			19,572
Current maturities, long-term debt	36,750			18,000
Total current liabilities	212,977			208,866

LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities	831,250			773,000
Pneumoconiosis benefits	48,455			59,931
Accrued pension benefit	18,182			31,078
Workers’ compensation	54,949			68,786
Asset retirement obligations	80,807			81,644
Long-term capital lease obligations	17,135			18,613
Other liabilities	7,331			9,147
Total long-term liabilities	1,058,109			1,042,199
Total liabilities	1,271,086			1,251,065

COMMITMENTS AND CONTINGENCIES

PARTNERS’ CAPITAL:
Alliance Holdings GP, L.P. (“AHGP”) Partners’ Capital:
Limited Partners — Common Unitholders 59,863,000 units outstanding	500,070			448,976
Accumulated other comprehensive loss	(4,198		)	(18,296		)
Total AHGP Partners’ Capital	495,872			430,680
Noncontrolling interests	359,721			277,095
Total Partners’ Capital	855,593			707,775
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	2,126,679		$	1,958,840

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ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Year Ended December 31,
	2013			2012

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$	702,919		$	546,224

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures	(329,151		)	(424,631		)
Changes in accounts payable and accrued liabilities	(3,048		)	(4,007		)
Proceeds from sale of property, plant and equipment	1,520			114
Purchase of equity investments in affiliate	(62,500		)	(59,800		)
Payment for acquisition of business	—			(100,000		)
Payments to affiliate for acquisition and development of coal reserves	(25,272		)	(34,601		)
Advances/loans to affiliate	(7,500		)	(5,229		)
Payments from affiliate	—			4,229
Other	—			546
Net cash used in investing activities	(425,951		)	(623,379		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan	—			250,000
Borrowings under revolving credit facilities	386,000			278,800
Payments under revolving credit facilities	(291,000		)	(123,800		)
Payment on term loan	—			(300,000		)
Payment on long-term debt	(18,000		)	(18,000		)
Payments on capital lease obligations	(1,190		)	(943		)
Payment of debt issuance costs	—			(4,272		)
Contribution by limited partner - affiliate	2,200			2,000
Net settlement of employee withholding taxes on vesting of ARLP Long-Term Incentive Plan	(3,015		)	(3,734		)
Distributions paid by consolidated partnership to noncontrolling interests	(99,423		)	(90,277		)
Distributions paid to Partners	(185,276		)	(162,977		)
Net cash used in financing activities	(209,704		)	(173,203		)

NET CHANGE IN CASH AND CASH EQUIVALENTS	67,264			(250,358		)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	31,111			281,469

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	98,375		$	31,111

Presentation of Net Income

Consolidated net income includes earnings attributable to both AHGP and noncontrolling interests. Unless otherwise noted, any reference to net income in this release represents net income attributable to AHGP.

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Alliance Holdings GP, L.P. Reports

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