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8-K - 8-K - Alliance Holdings GP, L.P.a15-16303_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.

 

Reports Quarterly Financial Results and Increases Quarterly Distribution by 2.4% to $0.96 Per Unit

 

TULSA, OKLAHOMA, July 28, 2015 — Alliance Holdings GP, L.P. (NASDAQ: AHGP) today announced that the Board of Directors of its general partner (the “Board”) increased the cash distribution to unitholders for the quarter ended June 30, 2015 (the “2015 Quarter “) to $0.96 per unit, or an annualized rate of $3.84 per unit, payable on August 19, 2015 to AHGP’s unitholders of record as of the close of trading on August 12, 2015.  The declared quarterly cash distribution represents a 10.3% increase over the cash distribution of $0.87 per unit for the quarter ended June 30, 2014 (the “2014 Quarter”) and an increase of 2.4% over the first quarter 2015 distribution of $0.9375 per unit.

 

AHGP’s principal sources of cash flow are its ownership of general partner interests, limited partner interests and incentive distribution rights in Alliance Resource Partners, L.P. (NASDAQ: ARLP).  The declared distribution is based on the distribution AHGP will receive from its ownership interests in ARLP, which today announced a quarterly distribution for the 2015 Quarter of $0.675 per unit, or $2.70 per unit on an annualized basis, payable on August 14, 2015 to all unitholders of record as of the close of trading on August 7, 2015.  (See ARLP Press Release dated July 28, 2015.)

 

AHGP also reported net income for the 2015 Quarter of $61.0 million, or net income per basic and diluted limited partner interest of $1.02 per unit, a decrease of 21.1% compared to net income for the 2014 Quarter of $77.3 million, or $1.29 per basic and diluted limited partner unit.   (Operating results for AHGP reflect those of the operating subsidiaries of ARLP and, as a result, AHGP reports its financial results on a consolidated basis with the financial results of ARLP.  For a discussion of net income presentation, please see the end of this release.)

 

Based on ARLP’s current declared distribution, AHGP expects to receive quarterly cash distributions from ARLP of $58.4 million, or $233.6 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 2015 full year an estimated $3.3 million in general and administrative expenses.

 

AHGP and ARLP will discuss their 2015 Quarter financial results during a joint conference call scheduled for today at 9:00 a.m. Eastern.  To participate in the conference call, dial (855) 793-3259 and provide conference number 85117094.  International callers should dial (631) 485-4928 and provide the same conference number.  Investors may also listen to the call via the “investor

 

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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 (855) 859-2056 and provide conference number 85117094.  International callers should dial (404) 537-3406 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 ARLP, through which it holds a 1.98% general partner interest and the incentive distribution rights in ARLP.  In addition, AHGP owns 31,088,338 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.  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; changes in raw material costs; changes in the availability of skilled labor; the ARLP Partnership’s ability to maintain satisfactory relations with its employees; increases in labor costs, adverse changes in work rules, or cash payments or projections associated with post-mine reclamation and workers’ compensation claims; increases in transportation costs and risk of transportation delays or interruptions; 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; the coal industry’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, 2014, filed on February 27, 2015 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
June 30,

 

Six Months Ended
June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

SALES AND OPERATING REVENUES:

 

 

 

 

 

 

 

 

 

Coal sales

 

$

567,288

 

$

575,191

 

$

1,085,027

 

$

1,100,736

 

Transportation revenues

 

7,780

 

5,810

 

14,928

 

11,815

 

Other sales and operating revenues

 

29,551

 

17,463

 

64,964

 

27,847

 

Total revenues

 

604,619

 

598,464

 

1,164,919

 

1,140,398

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Operating expenses (excluding depreciation, depletion and amortization)

 

375,065

 

352,893

 

709,427

 

675,135

 

Transportation expenses

 

7,780

 

5,810

 

14,928

 

11,815

 

Outside coal purchases

 

2

 

2

 

324

 

4

 

General and administrative

 

18,040

 

20,268

 

35,303

 

38,167

 

Depreciation, depletion and amortization

 

79,801

 

67,052

 

158,069

 

133,893

 

Total operating expenses

 

480,688

 

446,025

 

918,051

 

859,014

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

123,931

 

152,439

 

246,868

 

281,384

 

Interest expense, net

 

(8,306

)

(8,748

)

(16,274

)

(16,811

)

Interest income

 

605

 

417

 

1,136

 

806

 

Equity in loss of affiliates, net

 

(22,142

)

(7,373

)

(31,828

)

(13,614

)

Other income

 

177

 

323

 

295

 

629

 

INCOME BEFORE INCOME TAXES

 

94,265

 

137,058

 

200,197

 

252,394

 

INCOME TAX EXPENSE

 

8

 

 

6

 

 

NET INCOME

 

94,257

 

137,058

 

200,191

 

252,394

 

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

(33,307

)

(59,711

)

(73,711

)

(107,600

)

NET INCOME ATTRIBUTABLE TO ALLIANCE HOLDINGS GP, L.P. (NET INCOME OF AHGP)

 

$

60,950

 

$

77,347

 

$

126,480

 

$

144,794

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT

 

$

1.02

 

$

1.29

 

$

2.11

 

$

2.42

 

DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT

 

$

0.9375

 

$

0.8475

 

$

1.8525

 

$

1.675

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

47,522

 

$

28,274

 

Trade receivables

 

191,505

 

184,187

 

Other receivables

 

635

 

1,025

 

Due from affiliates

 

22,850

 

7,107

 

Inventories

 

88,272

 

83,155

 

Advance royalties

 

9,440

 

9,416

 

Prepaid expenses and other assets

 

21,968

 

31,362

 

Total current assets

 

382,192

 

344,526

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

 

 

Property, plant and equipment, at cost

 

2,927,115

 

2,815,620

 

Less accumulated depreciation, depletion and amortization

 

(1,270,593

)

(1,150,414

)

Total property, plant and equipment, net

 

1,656,522

 

1,665,206

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

Advance royalties

 

24,901

 

15,895

 

Due from affiliate

 

11,166

 

11,047

 

Equity investments in affiliates

 

221,768

 

224,611

 

Other long-term assets

 

37,490

 

27,470

 

Total other assets

 

295,325

 

279,023

 

TOTAL ASSETS

 

$

2,334,039

 

$

2,288,755

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS CAPITAL

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

72,877

 

$

86,277

 

Due to affiliates

 

381

 

370

 

Accrued taxes other than income taxes

 

23,130

 

19,461

 

Accrued payroll and related expenses

 

38,207

 

57,656

 

Accrued interest

 

317

 

318

 

Workers’ compensation and pneumoconiosis benefits

 

8,873

 

8,868

 

Current capital lease obligations

 

1,316

 

1,305

 

Other current liabilities

 

15,437

 

17,109

 

Current maturities, long-term debt

 

68,750

 

230,000

 

Total current liabilities

 

229,288

 

421,364

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Long-term debt, excluding current maturities

 

788,000

 

591,250

 

Pneumoconiosis benefits

 

57,235

 

55,278

 

Accrued pension benefit

 

39,377

 

40,105

 

Workers’ compensation

 

47,906

 

49,797

 

Asset retirement obligations

 

94,605

 

91,085

 

Long-term capital lease obligations

 

14,946

 

15,624

 

Other liabilities

 

7,173

 

5,978

 

Total long-term liabilities

 

1,049,242

 

849,117

 

Total liabilities

 

1,278,530

 

1,270,481

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

PARTNERS CAPITAL:

 

 

 

 

 

Alliance Holdings GP, L.P. (“AHGP”) Partners’ Capital:

 

 

 

 

 

Limited Partners — Common Unitholders 59,863,000 units outstanding

 

595,753

 

580,234

 

Accumulated other comprehensive loss

 

(14,806

)

(15,456

)

Total AHGP Partners’ Capital

 

580,947

 

564,778

 

Noncontrolling interests

 

474,562

 

453,496

 

Total Partners’ Capital

 

1,055,509

 

1,018,274

 

TOTAL LIABILITIES AND PARTNERS CAPITAL

 

$

2,334,039

 

$

2,288,755

 

 

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ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

 

$

337,728

 

$

378,416

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

Capital expenditures

 

(107,758

)

(154,578

)

Changes in accounts payable and accrued liabilities

 

(5,797

)

2,608

 

Proceeds from sale of property, plant and equipment

 

243

 

19

 

Proceeds from insurance settlement for property, plant and equipment

 

 

4,512

 

Purchases of equity investments in affiliates

 

(30,757

)

(60,000

)

Payment for acquisition of businesses, net of cash acquired

 

(28,078

)

 

Payments to affiliate for acquisition and development of coal reserves

 

 

(1,401

)

Advances/loans to affiliate

 

(7,300

)

 

Other

 

1,807

 

 

Net cash used in investing activities

 

(177,640

)

(208,840

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payments under term loan

 

(12,500

)

(6,250

)

Borrowings under revolving credit facilities

 

363,000

 

142,800

 

Payments under revolving credit facilities

 

(110,000

)

(222,800

)

Payment on long-term debt

 

(205,000

)

 

Payments on capital lease obligations

 

(667

)

(734

)

Contribution to consolidated company from affiliate noncontrolling interest

 

1,147

 

 

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

 

(2,719

)

(2,991

)

Distributions paid by consolidated partnership to noncontrolling interests

 

(57,883

)

(53,085

)

Distributions paid to Partners

 

(110,897

)

(100,271

)

Other

 

(5,321

)

 

Net cash used in financing activities

 

(140,840

)

(243,331

)

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

19,248

 

(73,755

)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

28,274

 

98,375

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

47,522

 

$

24,620

 

 

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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