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8-K - FORM 8-K - Alliance Holdings GP, L.P.a16-9326_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; Declares Quarterly Distribution of $0.55 Per Unit

 

TULSA, OKLAHOMA, April 26, 2016 — Alliance Holdings GP, L.P. (NASDAQ: AHGP) today announced that the Board of Directors of its general partner (the “Board”) approved a distribution to unitholders for the quarter ended March 31, 2016 (the “2016 Quarter”) of $0.55 per unit, or an annualized rate of $2.20 per unit compared to a quarterly cash distribution of $0.9375 per unit for the quarter ended March 31, 2015 (the “2015 Quarter”) and $0.96 per unit for the quarter ended December 31, 2015.  The current declared distribution is payable on May 20, 2016 to AHGP’s unitholders of record as of the close of trading on May 13, 2016.

 

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 2016 Quarter of $0.4375 per unit, or $1.75 per unit on an annualized basis, payable on May 13, 2016 to all unitholders of record as of the close of trading on May 6, 2016.  (See ARLP Press Release dated April 26, 2016.)

 

“The decision by our Board to decrease AHGP’s unitholder distribution reflects the distribution reduction announced today by ARLP,” said Joseph W. Craft III, President and Chief Executive Officer.  “In light of the current capital market environment, we support ARLP’s difficult decision to decrease its unitholder distribution to improve its coverage ratio, reduce its indebtedness and further strengthen its balance sheet.”

 

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.  Consolidated net income includes earnings and losses attributable to both AHGP and non-controlling interests.  Unless otherwise noted, any reference to net income in this release represents Net Income Attributable to AHGP.

 

AHGP also reported net income for the 2016 Quarter of $30.8 million, or net income per basic and diluted limited partner interest of $0.52 per unit, compared to net income for the 2015 Quarter of $65.5 million, or $1.09 per basic and diluted limited partner unit.

 

Based on ARLP’s current declared distribution, AHGP expects to receive quarterly cash distributions from ARLP of $33.4 million, or $133.6 million on an annualized basis. AHGP’s

 

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primary cash requirements are for working capital, distributions to its unitholders and general and administrative expenses, including for 2016 full year an estimated $2.0 million in general and administrative expenses.

 

AHGP and ARLP will discuss their 2016 Quarter financial results during a joint conference call scheduled for today at 10:00 a.m. Eastern.  To participate in the conference call, dial (855) 793-3259 and provide conference number 74677339.  International callers should dial (631) 485-4928 and provide the same conference number.  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 (855) 859-2056 and provide conference number 74677339.  International callers should dial (404) 537-3406 and provide the same conference number.

 

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.  These statements 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; 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, 2015, filed on February 26, 2016 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
March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

SALES AND OPERATING REVENUES:

 

 

 

 

 

Coal sales

 

$

401,292

 

$

517,739

 

Transportation revenues

 

6,558

 

7,148

 

Other sales and operating revenues

 

4,875

 

35,413

 

Total revenues

 

412,725

 

560,300

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Operating expenses (excluding depreciation, depletion and amortization)

 

253,303

 

334,362

 

Transportation expenses

 

6,558

 

7,148

 

Outside coal purchases

 

 

322

 

General and administrative

 

17,553

 

17,263

 

Depreciation, depletion and amortization

 

80,883

 

78,268

 

Total operating expenses

 

358,297

 

437,363

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

54,428

 

122,937

 

Interest expense, net

 

(7,615

)

(7,968

)

Interest income

 

4

 

531

 

Equity in loss of affiliates, net

 

(27

)

(9,686

)

Other income

 

91

 

118

 

INCOME BEFORE INCOME TAXES

 

46,881

 

105,932

 

INCOME TAX BENEFIT

 

(8

)

(2

)

NET INCOME

 

46,889

 

105,934

 

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

(16,047

)

(40,404

)

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

 

$

30,842

 

$

65,530

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT

 

$

0.52

 

$

1.09

 

DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT

 

$

0.96

 

$

0.915

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING - BASIC AND DILUTED

 

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)

 

 

 

March 31,

 

December 31,

 

 

 

2016

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

35,765

 

$

38,678

 

Trade receivables

 

119,662

 

122,875

 

Other receivables

 

848

 

696

 

Due from affiliates

 

34

 

38

 

Inventories, net

 

155,344

 

121,081

 

Advance royalties, net

 

6,770

 

6,820

 

Prepaid expenses and other assets

 

23,774

 

29,890

 

Total current assets

 

342,197

 

320,078

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

 

 

Property, plant and equipment, at cost

 

3,065,155

 

3,044,260

 

Less accumulated depreciation, depletion and amortization

 

(1,309,334

)

(1,243,985

)

Total property, plant and equipment, net

 

1,755,821

 

1,800,275

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

Advance royalties, net

 

32,666

 

21,295

 

Equity investments in affiliates

 

84,234

 

64,509

 

Goodwill

 

136,399

 

136,399

 

Other long-term assets

 

22,751

 

23,960

 

Total other assets

 

276,050

 

246,163

 

TOTAL ASSETS

 

$

2,374,068

 

$

2,366,516

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS CAPITAL

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

63,527

 

$

84,058

 

Due to affiliates

 

41

 

129

 

Accrued taxes other than income taxes

 

16,609

 

15,621

 

Accrued payroll and related expenses

 

33,459

 

37,031

 

Accrued interest

 

2,801

 

306

 

Workers’ compensation and pneumoconiosis benefits

 

8,843

 

8,688

 

Current capital lease obligations

 

20,148

 

19,764

 

Other current liabilities

 

19,534

 

18,929

 

Current maturities, long-term debt, net

 

240,436

 

238,086

 

Total current liabilities

 

405,398

 

422,612

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Long-term debt, excluding current maturities, net

 

644,736

 

579,420

 

Pneumoconiosis benefits

 

61,079

 

60,077

 

Accrued pension benefit

 

38,781

 

39,031

 

Workers’ compensation

 

48,337

 

47,486

 

Asset retirement obligations

 

123,302

 

122,434

 

Long-term capital lease obligations

 

74,895

 

80,150

 

Other liabilities

 

21,684

 

21,174

 

Total long-term liabilities

 

1,012,814

 

949,772

 

Total liabilities

 

1,418,212

 

1,372,384

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

PARTNERS CAPITAL:

 

 

 

 

 

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

 

 

 

 

 

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

 

540,601

 

567,259

 

Accumulated other comprehensive loss

 

(14,785

)

(14,875

)

Total AHGP Partners’ Capital

 

525,816

 

552,384

 

Noncontrolling interests

 

430,040

 

441,748

 

Total Partners’ Capital

 

955,856

 

994,132

 

TOTAL LIABILITIES AND PARTNERS CAPITAL

 

$

2,374,068

 

$

2,366,516

 

 

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ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

 

$

80,278

 

$

161,059

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

Capital expenditures

 

(31,733

)

(50,330

)

Changes in accounts payable and accrued liabilities

 

(6,247

)

659

 

Proceeds from sale of property, plant and equipment

 

458

 

299

 

Purchases of equity investments in affiliates

 

(20,168

)

(18,804

)

Payments for acquisitions of businesses, net of cash acquired

 

 

(28,078

)

Other

 

416

 

1,807

 

Net cash used in investing activities

 

(57,274

)

(94,447

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Borrowings under securitization facility

 

22,500

 

 

Payments under securitization facility

 

(13,900

)

 

Payments on term loan

 

(6,250

)

(6,250

)

Borrowings under revolving credit facilities

 

105,000

 

95,000

 

Payments under revolving credit facilities

 

(40,000

)

(65,000

)

Payments on capital lease obligations

 

(4,871

)

(343

)

Contribution to consolidated company from affiliate noncontrolling interest

 

796

 

333

 

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

 

(1,336

)

(2,719

)

Distributions paid by consolidated partnership to noncontrolling interests

 

(30,388

)

(28,688

)

Distributions paid to Partners

 

(57,468

)

(54,775

)

Other

 

 

(2,141

)

Net cash used in financing activities

 

(25,917

)

(64,583

)

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(2,913

)

2,029

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

38,678

 

28,274

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

35,765

 

$

30,303

 

 

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