Alliance Holdings GP, L.P. Increases Quarterly Distribution by 3.0% to $0.785 Per Unit and Reports R

Updated

Alliance Holdings GP, L.P. Increases Quarterly Distribution by 3.0% to $0.785 Per Unit and Reports Record Quarterly Financial Results

TULSA, Okla.--(BUSINESS WIRE)-- Alliance Holdings GP, L.P. (NAS: AHGP) today announced that the Board of Directors of its general partner declared a quarterly cash distribution for the quarter ended June 30, 2013 (the "2013 Quarter") of $0.785 per unit, or an annualized rate of $3.14 per unit. The declared distribution will be paid on August 19, 2013 to AHGP's unitholders of record as of the close of trading on August 12, 2013.


The announced quarterly cash distribution represents a 12.5% increase over the $0.6975 per unit distribution (an annualized rate of $2.79 per unit) for the quarter ended June 30, 2012 (the "2012 Quarter") and an increase of 3.0% over the first quarter 2013 distribution of $0.7625 per unit (an annualized rate of $3.05 per unit).

The declared distribution is based on the distribution AHGP will receive from its ownership interests in Alliance Resource Partners, L.P. (NAS: ARLP) . ARLP today announced a quarterly distribution for the 2013 Quarter of $1.1525 per unit, or $4.61 per unit on an annualized basis, payable on August 14, 2013 to all unitholders of record as of the close of trading on August 7, 2013. (See ARLP Press Release dated July 26, 2013.)

AHGP also reported record net income for the 2013 Quarter of $61.0 million, or $1.02 per basic and diluted limited partner unit, an increase of 12.2% compared to net income for the 2012 Quarter of $54.4 million, or $0.91 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 $47.9 million, or $191.6 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 2013 an estimated $2.7 million in general and administrative expenses.

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 (800) 706-7745 and provide pass code 27235935. International callers should dial (617) 614-3472 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 73983669. 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. (NAS: 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; 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.

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

Six Months Ended

June 30,

June 30,

2013

2012

2013

2012

SALES AND OPERATING REVENUES:

Coal sales

$

541,574

$

512,505

$

1,076,083

$

942,104

Transportation revenues

4,971

5,441

11,905

12,026

Other sales and operating revenues

6,933

11,826

13,460

19,134

Total revenues

553,478

529,772

1,101,448

973,264

EXPENSES:

Operating expenses (excluding depreciation, depletion and amortization)

347,437

334,647

696,012

608,162

Transportation expenses

4,971

5,441

11,905

12,026

Outside coal purchases

790

16,154

1,392

30,335

General and administrative

17,006

17,535

32,719

32,212

Depreciation, depletion and amortization

68,207

52,109

132,589

95,142

Total operating expenses

438,411

425,886

874,617

777,877

INCOME FROM OPERATIONS

115,067

103,886

226,831

195,387

Interest expense, net

(6,218

)

(8,268

)

(12,836

)

(14,180

)

Interest income

178

52

312

145

Equity in loss of affiliates, net

(5,699

)

(4,430

)

(9,566

)

(8,208

)

Other income

353

2,384

627

2,599

INCOME BEFORE INCOME TAXES

103,681

93,624

205,368

175,743

INCOME TAX EXPENSE (BENEFIT)

108

(257

)

(589

)

(624

)

NET INCOME

103,573

93,881

205,957

176,367

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

(42,596

)

(39,517

)

(84,978

)

(72,689

)

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

$

60,977

$

54,364

$

120,979

$

103,678

BASIC AND DILUTED NET INCOME OF AHGP PER LIMITED PARTNER UNIT

$

1.02

$

0.91

$

2.02

$

1.73

DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT

$

0.7625

$

0.6675

$

1.5025

$

1.305

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

June 30,

December 31,

2013

2012

CURRENT ASSETS:

Cash and cash equivalents

$

12,940

$

31,111

Trade receivables

164,190

172,724

Other receivables

1,077

1,019

Due from affiliates

185

562

Inventories

63,886

46,660

Advance royalties

11,872

11,492

Prepaid expenses and other assets

10,032

20,554

Total current assets

264,182

284,122

PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment, at cost

2,511,748

2,361,863

Less accumulated depreciation, depletion and amortization

(938,097

)

(832,293

)

Total property, plant and equipment, net

1,573,651

1,529,570

OTHER ASSETS:

Advance royalties

21,944

23,267

Equity investments in affiliates

128,884

88,513

Due from affiliate

5,927

3,084

Other long-term assets

29,416

30,284

Total other assets

186,171

145,148

TOTAL ASSETS

$

2,024,004

$

1,958,840

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:

Accounts payable

$

95,956

$

100,678

Due to affiliates

386

327

Accrued taxes other than income taxes

23,865

20,033

Accrued payroll and related expenses

44,000

38,501

Accrued interest

1,455

1,435

Workers' compensation and pneumoconiosis benefits

9,478

9,320

Current capital lease obligations

1,141

1,000

Other current liabilities

25,441

19,572

Current maturities, long-term debt

24,250

18,000

Total current liabilities

225,972

208,866

LONG-TERM LIABILITIES:

Long-term debt, excluding current maturities

753,750

773,000

Pneumoconiosis benefits

62,625

59,931

Accrued pension benefit

31,329

31,078

Workers' compensation

72,213

68,786

Asset retirement obligations

75,029

81,644

Long-term capital lease obligations

17,888

18,613

Other liabilities

7,345

9,147

Total long-term liabilities

1,020,179

1,042,199

Total liabilities

1,246,151

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

480,159

448,976

Accumulated other comprehensive loss

(17,627

)

(18,296

)

Total AHGP Partners' Capital

462,532

430,680

Noncontrolling interests

315,321

277,095

Total Partners' Capital

777,853

707,775

TOTAL LIABILITIES AND PARTNERS' CAPITAL

$

2,024,004

$

1,958,840

ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Six Months Ended

June 30,

2013

2012

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

$

373,087

$

248,017

CASH FLOWS FROM INVESTING ACTIV

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