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Alliance Holdings GP, L.P. Increases Quarterly Distribution by 4.5% to $0.6375 Per Unit and Reports Record Annual Financial Results

TULSA, Okla.--(BUSINESS WIRE)--Jan. 27, 2012-- 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, 2011 (the "2011 Quarter") of $0.6375 per unit, or an annualized rate of $2.55 per unit. The declared distribution will be paid on February 17, 2012 to AHGP’s unitholders of record as of the close of trading on February 10, 2012.

The announced distribution represents an increase of 4.5% over the third quarter 2011 distribution of $0.61 per unit (an annualized rate of $2.44 per unit). "AHGP enjoyed continued success in the 2011 Quarter as our distribution increased 20.9% over the prior year quarter," said Joseph W. Craft III, President and Chief Executive Officer. "We currently expect AHGP quarterly unitholder distributions in 2012 to grow at a pace similar to 2011."

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 2011 Quarter of $0.99 per unit, or $3.96 per unit on an annualized basis, payable on February 14, 2012 to all unitholders of record as of the close of trading on February 7, 2012. (See ARLP Press Release dated January 27, 2012.)

Reflecting record financial results for the year ended December 31, 2011 (the “2011 Period”), AHGP reported record net income for the 2011 Period of $214.1 million, or $3.58 per basic and diluted limited partner unit, an increase of 22.8% compared to net income for the year ended December 31, 2010 of $174.3 million, or $2.91 per basic and diluted limited partner unit. For the 2011 Quarter, net income increased 9.5% to $52.1 million, or $0.87 per basic and diluted limited partner unit, compared to $47.6 million, or $0.80 per basic and diluted limited partner unit, for the quarter ended December 31, 2010. (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 $39.2 million, or $156.8 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 2012 an estimated $4.7 million in general and administrative expenses.

AHGP and ARLP will discuss their 2011 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) 383-8008 and provide pass code 77683113. International callers should dial (617) 597-5341 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 78830184. 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 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.

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; the impact of recent 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 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 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 climate change and miner health and safety; the ARLP Partnership's productivity levels and margins it earns on 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; 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 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 alternative sources of energy, 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 credits; AND difficulty obtaining commercial property insurance, and risks associated with the ARLP Partnership's participation (excluding any applicable deductible) in the commercial insurance property program.

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, 2010, filed on March 8, 2011 with the SEC. Except as required by applicable securities laws, AHGP does not intend to update its forward-looking statements.

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,

2011 2010 2011 2010
 
SALES AND OPERATING REVENUES:
Coal sales $ 462,238 $ 404,820 $ 1,786,089 $ 1,551,539
Transportation revenues 6,487 7,947 31,939 33,584
Other sales and operating revenues   5,794     5,754     25,175     24,620  
Total revenues   474,519     418,521     1,843,203     1,609,743  
 
EXPENSES:
Operating expenses (excluding depreciation, depletion and amortization) 296,744 259,578 1,131,750 1,009,935
Transportation expenses 6,487 7,947 31,939 33,584
Outside coal purchases 24,785 4,956 54,280 17,078
General and administrative 14,299 14,862 54,991 54,215
Depreciation, depletion and amortization   43,098     37,321     160,335     146,881  
Total operating expenses 385,413 324,664 1,433,295 1,261,693
 
INCOME FROM OPERATIONS 89,106 93,857 409,908 348,050
 
Interest expense 5,294 (7,395 ) (21,954 ) (30,062 )
Interest income 101 56 380 204
Equity in loss of affiliates, net (3,404 ) - (3,404 ) -
Other income (loss)   (357 )   237     983     851  
INCOME BEFORE INCOME TAXES 90,740 86,755 385,913 319,043
INCOME TAX EXPENSE (BENEFIT)   (209 )   156     (430 )   1,742  
NET INCOME 90,949 86,599 386,343 317,301
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS   (38,833 )   (39,001 )   (172,200 )   (142,957 )

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

$ 52,116   $ 47,598   $ 214,143   $ 174,344  
 
BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT $ 0.87   $ 0.80   $ 3.58   $ 2.91  
 
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT $ 0.61   $ 0.50   $ 2.275   $ 1.90  
 

WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING-BASIC AND DILUTED

  59,863,000     59,863,000     59,863,000     59,863,000  
 
 
ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
   
ASSETS December 31,
2011 2010
 
CURRENT ASSETS:
Cash and cash equivalents $ 281,469 $ 342,237
Trade receivables 128,643 112,942
Other receivables 3,525 2,537
Due from affiliates - 1,635
Inventories 33,837 31,548
Advance royalties 7,560 4,812
Prepaid expenses and other assets   12,022     10,363  
Total current assets 467,056 506,074
 
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost 1,974,520 1,598,130
Less accumulated depreciation, depletion and amortization   (793,200 )   (648,883 )
Total property, plant and equipment, net 1,181,320 949,247
 
OTHER ASSETS:
Advance royalties 27,916 27,439
Equity investments in affiliates 40,118 -
Other long-term assets   18,067     21,312  
Total other assets   86,101     48,751  
TOTAL ASSETS $ 1,734,477   $ 1,504,072  
 
LIABILITIES AND PARTNERS' CAPITAL
 
CURRENT LIABILITIES:
Accounts payable $ 97,369 $ 63,934
Due to affiliates 494 573
Accrued taxes other than income taxes 15,897 13,916
Accrued payroll and related expenses 35,876 30,773
Accrued interest 2,195 2,491
Workers’ compensation and pneumoconiosis benefits 9,511 8,518
Current capital lease obligations 676 295
Other current liabilities 15,326 16,780
Current maturities, long-term debt   18,000     18,000  
Total current liabilities 195,344 155,280
 
LONG-TERM LIABILITIES:
Long-term debt, excluding current maturities 686,000 704,000
Pneumoconiosis benefits 54,775 45,039
Accrued pension benefit 27,538 13,296
Workers’ compensation 64,520 59,796
Asset retirement obligations 70,836 56,045
Due to affiliates - 682
Long-term capital lease obligations 2,497 165
Other liabilities   6,774     12,549  
Total long-term liabilities   912,940     891,572  
Total liabilities   1,108,284     1,046,852  
 
COMMITMENTS AND CONTINGENCIES
 
PARTNERS' CAPITAL:
Alliance Holdings GP, L.P. ("AHGP") Partners' Capital:
Limited Partners – Common Unitholders 59,863,000 units outstanding 414,165 330,346
Accumulated other comprehensive loss   (17,560 )   (8,138 )
Total AHGP Partners' Capital 396,605 322,208
Noncontrolling interests   229,588     135,012  
Total Partners' Capital   626,193     457,220  
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 1,734,477   $ 1,504,072  
 
 
ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
   
Year Ended
December 31,
2011 2010
 
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 576,105   $ 517,025  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures (321,920 ) (289,874 )
Changes in accounts payable and accrued liabilities 11,640 (7,480 )
Proceeds from sale of property, plant and equipment 1,526 381
Purchases of equity investments in affiliate (42,700 ) -
Payments to affiliate for acquisition and development of coal reserves (50,800 ) -
Other   1,146     1,982  
Net cash used in investing activities   (401,108 )   (294,991 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan facility - 300,000
Borrowings under revolving credit facilities - 95,000
Payments under revolving credit facilities - (95,000 )
Payments on capital lease obligations (812 ) (324 )
Payment of debt issuance cost - (1,417 )
Payment on long-term debt (18,000 ) (18,000 )

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

(2,324 ) (1,265 )
Distributions paid by consolidated partnership to noncontrolling interests (78,441 ) (69,138 )
Distributions paid to Partners   (136,188 )   (113,740 )
Net cash (used in) provided by financing activities   (235,765 )   96,116  
 
EFFECT OF CURRENCY TRANSLATION ON CASH   -     (274 )
 
NET CHANGE IN CASH AND CASH EQUIVALENTS (60,768 ) 317,876
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 342,237 24,361
   
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 281,469   $ 342,237  
 

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.

Source: Alliance Holdings GP, L.P.

Alliance Holdings GP, L.P.
Brian L. Cantrell, 918-295-7673