Alliance Holdings GP, L.P. (NASDAQ: AHGP) today announced that the Board
of Directors of its general partner (the "Board") declared a quarterly
cash distribution for the quarter ended December 31, 2008 (the "2008
Quarter") of $0.4025 per unit, or an annualized rate of $1.61 per unit,
which will be paid on February 19, 2009, to AHGP’s unitholders of record
as of the close of trading on February 12, 2009.
The announced distribution represents a 40.0% increase over the $0.2875
per unit distribution (an annualized rate of $1.15 per unit) for the
quarter ended December 31, 2007 (the "2007 Quarter") and an increase of
3.2% over the third quarter 2008 distribution of $0.39 per unit (an
annualized rate of $1.56 per unit).
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
2008 Quarter of $0.715 per unit, or $2.86 per unit on an annualized
basis, payable on February 13, 2009 to all unitholders of record as of
the close of trading on February 6, 2009. (See ARLP Press Release dated
January 28, 2009.)
"On the strength of ARLP’s solid operating and financial performance,
AHGP again provided our unitholders with attractive distribution growth
in 2008," said Joseph W. Craft, III, President and Chief Executive
Officer. "As we look forward, ARLP is well positioned to manage through
the current economic turmoil and, as a result, our outlook for AHGP
distribution growth remains positive.”
AHGP also reported net income for the 2008 Quarter of $18.0 million, or
$0.30 per basic and diluted limited partner unit, compared to net income
of $20.5 million, or $0.34 per basic and diluted limited partner unit,
for the 2007 Quarter. For the year ended December 31, 2008, AHGP
reported net income of $81.2 million, or $1.36 per basic and diluted net
income per limited partner unit, compared to $87.9 million, or $1.47 per
basic and diluted net income per limited partner unit, for the year
ended December 31, 2007.
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 $24.8
million, or $99.1 million on an annualized basis. AHGP’s primary cash
requirements are for working capital requirements, distributions to its
unitholders and general and administrative expenses, including for 2009
an estimated $2.2 million in general and administrative expenses
associated with being a publicly traded limited partnership. At December
31, 2008, AHGP had no borrowings outstanding under its revolving credit
facility.
AHGP and ARLP will discuss their 2008 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) 597-1926 and provide pass
code 67031060. International callers should dial (617) 597-5525.
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 94750546. International callers should dial (617)
801-6888.
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, other business combinations, or dispositions 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: initially, our operating cash flow will be derived
exclusively from cash distributions from ARLP; the risks to the business
of ARLP include: increased competition in coal markets and ARLP’s
ability to respond to the competition; fluctuation in coal prices, which
could adversely affect ARLP’s operating results and cash flows; risks
associated with the expansion of ARLP’s operations and properties;
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; customer bankruptcies and/or cancellations or
breaches to existing contracts; customer delays or defaults in making
payments; fluctuations in coal demand, prices and availability due to
labor and transportation costs and disruptions, equipment availability,
governmental regulations, including those related to carbon emissions,
and other factors; ARLP’s productivity levels and margins that it earns
on its coal sales; greater than expected increases in raw material
costs; greater than expected shortage of skilled labor; any
unanticipated increases in labor costs, adverse changes in work rules,
or unexpected cash payments 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; risk associated with major mine-related accidents, such as mine
fires or interruptions; results of litigation, including claims not yet
asserted; difficulty maintaining ARLP’s surety bonds for mine
reclamation as well as workers’ compensation and black lung benefits;
coal market's share of electricity generation; prices of fuel that
compete with or impact coal usage, such as oil or natural gas;
legislation, regulatory and court decisions and interpretations thereof,
including but not limited to issues related to climate change; the
impact from provisions of The Energy Policy Act of 2005; the impact from
provisions of or changes in enforcement activities associated with the
Mine Improvement and New Emergency Response Act of 2006 as well as
subsequent federal and state legislation or regulations; replacement of
coal reserves; a loss or reduction of direct or indirect benefits from
certain state and federal tax credits; difficulty obtaining commercial
property insurance, and risks associated with ARLP’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, 2007, filed on March 7, 2008 with the SEC and
our Quarterly Report on Form 10-Q for the quarter ended September 30,
2008, filed on November 7, 2008 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,
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
SALES AND OPERATING REVENUES:
|
|
|
|
|
|
|
|
|
|
Coal sales
|
|
$
|
293,016
|
|
|
$
|
236,708
|
|
|
$
|
1,093,059
|
|
|
$
|
960,354
|
|
|
Transportation revenues
|
|
|
11,407
|
|
|
|
9,265
|
|
|
|
44,755
|
|
|
|
37,688
|
|
|
Other sales and operating revenues
|
|
|
6,421
|
|
|
|
6,354
|
|
|
|
18,327
|
|
|
|
34,945
|
|
|
Total revenues
|
|
|
310,844
|
|
|
|
252,327
|
|
|
|
1,156,141
|
|
|
|
1,032,987
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
Operating expenses (excluding depreciation, depletion and
amortization)
|
|
|
218,552
|
|
|
|
163,271
|
|
|
|
801,854
|
|
|
|
685,085
|
|
|
Transportation expenses
|
|
|
11,407
|
|
|
|
9,265
|
|
|
|
44,755
|
|
|
|
37,688
|
|
|
Outside coal purchases
|
|
|
9,326
|
|
|
|
4,359
|
|
|
|
23,776
|
|
|
|
21,969
|
|
|
General and administrative
|
|
|
9,364
|
|
|
|
11,661
|
|
|
|
38,857
|
|
|
|
36,724
|
|
|
Depreciation, depletion and amortization
|
|
|
30,981
|
|
|
|
22,288
|
|
|
|
105,278
|
|
|
|
85,310
|
|
|
Gain on sale of coal reserves
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,159
|
)
|
|
|
-
|
|
|
Net gain from insurance settlement and other
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,790
|
)
|
|
|
(11,491
|
)
|
|
Total operating expenses
|
|
|
279,630
|
|
|
|
210,844
|
|
|
|
1,006,571
|
|
|
|
855,285
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS
|
|
|
31,214
|
|
|
|
41,483
|
|
|
|
149,570
|
|
|
|
177,702
|
|
|
Interest expense
|
|
|
(7,773
|
)
|
|
|
(2,958
|
)
|
|
|
(22,145
|
)
|
|
|
(11,660
|
)
|
|
Interest income
|
|
|
1,328
|
|
|
|
337
|
|
|
|
3,776
|
|
|
|
1,732
|
|
|
Other income
|
|
|
177
|
|
|
|
196
|
|
|
|
875
|
|
|
|
1,385
|
|
|
INCOME BEFORE INCOME TAXES, MINORITY INTEREST AND NON-CONTROLLING
INTEREST
|
|
|
24,946
|
|
|
|
39,058
|
|
|
|
132,076
|
|
|
|
169,159
|
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
153
|
|
|
|
(124
|
)
|
|
|
(480
|
)
|
|
|
1,670
|
|
|
INCOME BEFORE MINORITY INTEREST AND NON-CONTROLLING INTEREST
|
|
|
24,793
|
|
|
|
39,182
|
|
|
|
132,556
|
|
|
|
167,489
|
|
|
MINORITY INTEREST (EXPENSE)
|
|
|
(24
|
)
|
|
|
102
|
|
|
|
(420
|
)
|
|
|
332
|
|
|
INCOME BEFORE NON-CONTROLLING INTEREST
|
|
|
24,769
|
|
|
|
39,284
|
|
|
|
132,136
|
|
|
|
167,821
|
|
|
Affiliate non-controlling interest in consolidated partnership’s net
income
|
|
|
(2
|
)
|
|
|
(7
|
)
|
|
|
(18
|
)
|
|
|
(29
|
)
|
|
Non-affiliate non-controlling interest in consolidated partnership’s
net income
|
|
|
(6,799
|
)
|
|
|
(18,811
|
)
|
|
|
(50,904
|
)
|
|
|
(79,927
|
)
|
|
NET INCOME
|
|
$
|
17,968
|
|
|
$
|
20,466
|
|
|
$
|
81,214
|
|
|
$
|
87,865
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED NET INCOME PER LIMITED PARTNER UNIT
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
1.36
|
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS PAID PER LIMITED PARTNER UNIT
|
|
$
|
0.39
|
|
|
$
|
0.265
|
|
|
$
|
1.3175
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
246,708
|
|
|
$
|
1,783
|
|
|
Trade receivables
|
|
|
87,922
|
|
|
|
92,667
|
|
|
Other receivables
|
|
|
6,021
|
|
|
|
3,399
|
|
|
Inventories
|
|
|
26,510
|
|
|
|
26,100
|
|
|
Advance royalties
|
|
|
3,200
|
|
|
|
4,452
|
|
|
Prepaid expenses and other assets
|
|
|
10,162
|
|
|
|
9,281
|
|
|
Total current assets
|
|
|
380,523
|
|
|
|
137,682
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
Property, plant and equipment, at cost
|
|
|
1,085,214
|
|
|
|
948,210
|
|
|
Less accumulated depreciation, depletion and amortization
|
|
|
(468,784
|
)
|
|
|
(427,572
|
)
|
|
Total property, plant and equipment, net
|
|
|
616,430
|
|
|
|
520,638
|
|
|
|
|
|
|
|
|
OTHER ASSETS:
|
|
|
|
|
|
Advance royalties
|
|
|
23,828
|
|
|
|
25,974
|
|
|
Other long-term assets
|
|
|
11,845
|
|
|
|
18,194
|
|
|
Total other assets
|
|
|
35,673
|
|
|
|
44,168
|
|
|
TOTAL ASSETS
|
|
$
|
1,032,626
|
|
|
$
|
702,488
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
Accounts payable
|
|
$
|
63,991
|
|
|
$
|
47,034
|
|
|
Due to affiliates
|
|
|
54
|
|
|
|
1,343
|
|
|
Accrued taxes other than income taxes
|
|
|
11,235
|
|
|
|
11,091
|
|
|
Accrued payroll and related expenses
|
|
|
20,555
|
|
|
|
15,180
|
|
|
Accrued interest
|
|
|
3,454
|
|
|
|
3,826
|
|
|
Workers’ compensation and pneumoconiosis benefits
|
|
|
9,377
|
|
|
|
8,124
|
|
|
Current capital lease obligation
|
|
|
351
|
|
|
|
377
|
|
|
Other current liabilities
|
|
|
12,671
|
|
|
|
6,754
|
|
|
Current maturities, long-term debt
|
|
|
18,000
|
|
|
|
18,000
|
|
|
Total current liabilities
|
|
|
139,688
|
|
|
|
111,729
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
Long-term debt, excluding current maturities
|
|
|
440,000
|
|
|
|
136,000
|
|
|
Pneumoconiosis benefits
|
|
|
31,436
|
|
|
|
29,392
|
|
|
Accrued pension benefit
|
|
|
19,952
|
|
|
|
-
|
|
|
Workers’ compensation
|
|
|
47,828
|
|
|
|
44,150
|
|
|
Asset retirement obligations
|
|
|
56,204
|
|
|
|
54,903
|
|
|
Due to affiliates
|
|
|
103
|
|
|
|
-
|
|
|
Long-term capital lease obligation
|
|
|
784
|
|
|
|
1,135
|
|
|
Minority interest
|
|
|
927
|
|
|
|
507
|
|
|
Other liabilities
|
|
|
5,459
|
|
|
|
7,333
|
|
|
Total long-term liabilities
|
|
|
602,693
|
|
|
|
273,420
|
|
|
Total liabilities
|
|
|
742,381
|
|
|
|
385,149
|
|
|
|
|
|
|
|
|
NON-CONTROLLING INTEREST IN CONSOLIDATED PARTNERSHIP:
|
|
|
|
|
|
Affiliate
|
|
|
(303,824
|
)
|
|
|
(303,816
|
)
|
|
Non-Affiliates
|
|
|
357,573
|
|
|
|
358,601
|
|
|
Total non-controlling interest
|
|
|
53,749
|
|
|
|
54,785
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
PARTNERS’ CAPITAL:
|
|
|
|
|
|
Limited Partners – Common Unitholders 59,863,000 units outstanding,
respectively
|
|
|
256,395
|
|
|
|
262,445
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
(19,899
|
)
|
|
|
109
|
|
|
Total Partners’ Capital
|
|
|
236,496
|
|
|
|
262,554
|
|
|
TOTAL LIABILITIES AND PARTNERS’ CAPITAL
|
|
$
|
1,032,626
|
|
|
$
|
702,488
|
|
|
|
|
|
|
|
|
|
|
|
|
ALLIANCE HOLDINGS GP, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
|
$
|
259,311
|
|
|
$
|
241,552
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
Capital expenditures
|
|
|
(176,482
|
)
|
|
|
(119,590
|
)
|
|
Changes in accounts payable and accrued liabilities
|
|
|
10,046
|
|
|
|
(7,094
|
)
|
|
Proceeds from sale of property, plant and equipment
|
|
|
2,708
|
|
|
|
6,770
|
|
|
Proceeds from sale of coal reserves
|
|
|
7,159
|
|
|
|
-
|
|
|
Proceeds from insurance settlement for replacement assets
|
|
|
-
|
|
|
|
2,511
|
|
|
Proceeds from marketable securities
|
|
|
-
|
|
|
|
260
|
|
|
Payment for acquisition of coal reserves and other assets
|
|
|
(29,800
|
)
|
|
|
(53,309
|
)
|
|
Advances on Gibson rail project
|
|
|
-
|
|
|
|
(8,212
|
)
|
|
Receipts of prior advances on Gibson rail project
|
|
|
2,244
|
|
|
|
-
|
|
|
Net cash used in investing activities
|
|
|
(184,125
|
)
|
|
|
(178,664
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
Proceeds from issuance of long-term debt
|
|
|
350,000
|
|
|
|
-
|
|
|
Borrowings under revolving credit facilities
|
|
|
88,850
|
|
|
|
195,925
|
|
|
Payments under revolving credit facilities
|
|
|
(116,850
|
)
|
|
|
(167,925
|
)
|
|
Payments on capital lease obligation
|
|
|
(377
|
)
|
|
|
(339
|
)
|
|
Payment of long-term debt
|
|
|
(18,000
|
)
|
|
|
(18,000
|
)
|
|
Payment of debt issuance costs
|
|
|
(1,721
|
)
|
|
|
(264
|
)
|
|
Purchase of options on limited partner common units
|
|
|
(22
|
)
|
|
|
-
|
|
|
Contribution to consolidated partnership from affiliate
non-controlling interest
|
|
|
1
|
|
|
|
1
|
|
|
Contribution by limited partner - affiliate
|
|
|
816
|
|
|
|
813
|
|
|
Distributions paid by consolidated partnership to affiliate
non-controlling interest
|
|
|
(27
|
)
|
|
|
(23
|
)
|
|
Distributions paid by consolidated partnership to non-affiliate
non-controlling interest
|
|
|
(54,062
|
)
|
|
|
(46,703
|
)
|
|
Distributions paid to Partners
|
|
|
(78,869
|
)
|
|
|
(61,659
|
)
|
|
Net cash provided by (used in) financing activities
|
|
|
169,739
|
|
|
|
(98,174
|
)
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
244,925
|
|
|
|
(35,286
|
)
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
1,783
|
|
|
|
37,069
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
246,708
|
|
|
$
|
1,783
|
|
Alliance Holdings GP, L.P.
Brian L. Cantrell, 918-295-7673