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8-K - 8-K - Alliance Holdings GP, L.P.f8-k.htm

Exhibit 99.1

 

PRESS RELEASE

 

 

 

 

 

 

 

 

Picture 1

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, May 1, 2017 — Alliance Holdings GP, L.P. (NASDAQ: AHGP) today reported financial results for the quarter ended March 31, 2017 (the "2017 Quarter") and, as previously announced, the Board of Directors of its general partner (the "Board") approved a distribution to unitholders of $0.55 per unit (an annualized rate of $2.20 per unit) for the 2017 Quarter.  The announced distribution is payable on May 19, 2017 to AHGP's unitholders of record as of the close of trading on May  12, 2017 and is equal to the distributions declared for the quarters ended March 31, 2016 (the "2016 Quarter") and December 31, 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 previously announced a quarterly distribution for the 2017 Quarter of $0.4375 per unit, or $1.75 per unit on an annualized basis, payable on May 15, 2017 to all unitholders of record as of the close of trading on May 8, 2017.  (See ARLP Press Release dated April 28, 2017.)

 

AHGP also reported net income attributable to AHGP for the 2017 Quarter of $55.0 million, or $0.92 per basic and diluted limited partner unit, an increase of 78.4% compared to $30.8 million, or $0.52 per basic and diluted limited partner unit for the 2016 Quarter.

 

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.  The consolidated net income of AHGP includes earnings and losses attributable to both AHGP and noncontrolling interests.

 

Based on ARLP's current declared distribution, AHGP expects to receive quarterly cash distributions from ARLP of $33.5 million, or $134.0 million on an annualized basis. AHGP's primary cash requirements are for working capital, distributions to its unitholders and, for the 2017 full year, an estimated $2.0 million in general and administrative expenses.

 

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A joint conference call regarding AHGP and ARLP’s 2017 Quarter financial results is scheduled for today at 10:00 a.m. Eastern.  To participate in the conference call, dial (855) 793-3259 and provide conference number 4320772.  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 4320772.  International callers should dial (404) 537-3406 and provide the same conference number.

 

 

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.

 

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 expansion of the ARLP Partnership's operations and properties; legislation, regulations, and court decisions and interpretations thereof, including those relating to the environment and the release of greenhouse gases, 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 existing contracts upon expiration; 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; continuation or worsening of depressed oil and gas prices adversely affecting the ARLP Partnership’s investments in oil and gas mineral interests; 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, including costs of health insurance and taxes resulting from the Affordable Care Act, adverse changes in work rules, or cash payments or projections associated with post-mine reclamation

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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 post-mine reclamation as well as 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 the ARLP Partnership does 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, 2016, filed on February 24, 2017 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,

 

    

2017

    

2016

SALES AND OPERATING REVENUES:

 

 

 

 

 

 

Coal sales

 

$

438,744

 

$

401,292

Transportation revenues

 

 

9,596

 

 

6,558

Other sales and operating revenues

 

 

12,665

 

 

4,875

Total revenues

 

 

461,005

 

 

412,725

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

Operating expenses (excluding depreciation, depletion and amortization)

 

 

262,792

 

 

263,579

Transportation expenses

 

 

9,596

 

 

6,558

General and administrative

 

 

16,447

 

 

17,553

Depreciation, depletion and amortization

 

 

65,127

 

 

70,607

Total operating expenses

 

 

353,962

 

 

358,297

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

 

107,043

 

 

54,428

Interest expense, net

 

 

(7,516)

 

 

(7,615)

Interest income

 

 

25

 

 

 4

Equity in income (loss) of affiliates

 

 

3,700

 

 

(27)

Other income

 

 

1,298

 

 

91

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

104,550

 

 

46,881

 

 

 

 

 

 

 

INCOME TAX BENEFIT

 

 

(12)

 

 

(8)

 

 

 

 

 

 

 

NET INCOME

 

 

104,562

 

 

46,889

 

 

 

 

 

 

 

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

(49,551)

 

 

(16,047)

 

 

 

 

 

 

 

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

 

$

55,011

 

$

30,842

 

 

 

 

 

 

 

BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT

 

$

0.92

 

$

0.52

 

 

 

 

 

 

 

DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT

 

$

0.55

 

$

0.96

 

 

 

 

 

 

 

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, 

 

 

    

2017

    

2016

    

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

92,028

 

$

44,525

 

Trade receivables

 

 

120,290

 

 

152,032

 

Other receivables

 

 

295

 

 

279

 

Due from affiliates

 

 

29

 

 

37

 

Inventories, net

 

 

77,871

 

 

61,051

 

Advance royalties, net

 

 

1,207

 

 

1,207

 

Prepaid expenses and other assets

 

 

18,091

 

 

22,128

 

 Total current assets

 

 

309,811

 

 

281,259

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

 

 

 

 

Property, plant and equipment, at cost

 

 

2,940,438

 

 

2,920,988

 

Less accumulated depreciation, depletion and amortization

 

 

(1,388,753)

 

 

(1,335,145)

 

 Total property, plant and equipment, net

 

 

1,551,685

 

 

1,585,843

 

OTHER ASSETS:

 

 

 

 

 

 

 

Advance royalties, net

 

 

39,855

 

 

29,372

 

Equity investments in affiliates

 

 

147,052

 

 

138,817

 

Goodwill

 

 

136,399

 

 

136,399

 

Other long-term assets

 

 

24,011

 

 

25,997

 

 Total other assets

 

 

347,317

 

 

330,585

 

TOTAL ASSETS

 

$

2,208,813

 

$

2,197,687

 

 

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable

 

$

66,054

 

$

64,460

 

Due to affiliates

 

 

550

 

 

906

 

Accrued taxes other than income taxes

 

 

18,481

 

 

18,288

 

Accrued payroll and related expenses

 

 

34,189

 

 

41,576

 

Accrued interest

 

 

2,460

 

 

316

 

Workers’ compensation and pneumoconiosis benefits

 

 

9,826

 

 

9,897

 

Current capital lease obligations

 

 

27,505

 

 

27,196

 

Other current liabilities

 

 

14,509

 

 

14,778

 

Current maturities, long-term debt, net

 

 

149,953

 

 

149,874

 

 Total current liabilities

 

 

323,527

 

 

327,291

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

Long-term debt, excluding current maturities, net

 

 

368,498

 

 

399,446

 

Pneumoconiosis benefits

 

 

63,204

 

 

62,822

 

Accrued pension benefit

 

 

41,300

 

 

42,070

 

Workers’ compensation

 

 

39,940

 

 

40,400

 

Asset retirement obligations

 

 

125,888

 

 

125,266

 

Long-term capital lease obligations

 

 

78,560

 

 

85,540

 

Other liabilities

 

 

17,527

 

 

17,203

 

 Total long-term liabilities

 

 

734,917

 

 

772,747

 

 Total liabilities

 

 

1,058,444

 

 

1,100,038

 

 

 

 

 

 

 

 

 

PARTNERS CAPITAL:

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

 

 

620,846

 

 

598,077

 

Accumulated other comprehensive loss

 

 

(16,395)

 

 

(16,550)

 

 Total AHGP Partners’ Capital

 

 

604,451

 

 

581,527

 

Noncontrolling interests

 

 

545,918

 

 

516,122

 

 Total Partners’ Capital

 

 

1,150,369

 

 

1,097,649

 

TOTAL LIABILITIES AND PARTNERS CAPITAL

 

$

2,208,813

 

$

2,197,687

 

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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, 

 

 

    

2017

    

2016

    

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

$

176,552

 

$

80,278

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

 

 

Capital expenditures

 

 

(30,346)

 

 

(31,733)

 

Decrease in accounts payable and accrued liabilities

 

 

2,144

 

 

(6,247)

 

Proceeds from sale of property, plant and equipment

 

 

453

 

 

458

 

Contributions to equity investments in affiliates

 

 

(9,287)

 

 

(20,168)

 

Other

 

 

1,191

 

 

416

 

Net cash used in investing activities

 

 

(35,845)

 

 

(57,274)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Borrowings under securitization facility

 

 

 —

 

 

22,500

 

Payments under securitization facility

 

 

 —

 

 

(13,900)

 

Payments on term loan

 

 

 —

 

 

(6,250)

 

Borrowings under revolving credit facilities

 

 

 —

 

 

105,000

 

Payments under revolving credit facilities

 

 

(25,000)

 

 

(40,000)

 

Payments on capital lease obligations

 

 

(6,678)

 

 

(4,871)

 

Payment of debt issuance costs

 

 

(6,664)

 

 

 —

 

Contributions to consolidated company from affiliate noncontrolling interest

 

 

251

 

 

796

 

Contribution by limited partner - affiliate

 

 

800

 

 

 —

 

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

 

 

(2,988)

 

 

(1,336)

 

Distributions paid by consolidated partnership to noncontrolling interests

 

 

(19,810)

 

 

(30,388)

 

Distributions paid to Partners

 

 

(32,925)

 

 

(57,468)

 

Other

 

 

(190)

 

 

 —

 

Net cash used in financing activities

 

 

(93,204)

 

 

(25,917)

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

47,503

 

 

(2,913)

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

44,525

 

 

38,678

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

92,028

 

$

35,765

 

 

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