-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZnT8FwPNEGM4/Zxvg7+BJjEMHx51O82Uv9ACj50un6PnSGKWrTQnqkN29VCPE+2 hR9o4NXZUvzkby9TDv/f0g== 0001193125-06-017038.txt : 20060201 0001193125-06-017038.hdr.sgml : 20060201 20060201130047 ACCESSION NUMBER: 0001193125-06-017038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCE PARTNERS LP CENTRAL INDEX KEY: 0001086600 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 731564280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26823 FILM NUMBER: 06568739 BUSINESS ADDRESS: STREET 1: 1717 SOUTH BOULDER AVENUE CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9182957600 8-K 1 d8k.htm FORM 8-K FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 30, 2006

 


 

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 


 

Delaware   Commission File No.: 0-26823   73-1564280

(State or other jurisdiction of

incorporation or organization)

     

(IRS Employer

Identification No.)

 

1717 South Boulder Avenue, Suite 600, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

 

(918) 295-7600

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibits referenced therein is being furnished pursuant to Item 2.02 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

On January 30, 2006, the Partnership announced via press release its annual and quarterly earnings and operating results for the year and quarter, respectively, ended December 31, 2005. Additionally on January 30, 2006, the Partnership issued a press release providing assistance to investors comparing reported financial results to consensus estimates. A copy of both of the Partnership’s press releases is attached hereto as Exhibit 99.1 and 99.2.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits

 

  99.1 Alliance Resource Partners, L.P. press release dated as of January 30, 2006.

 

  99.2 Alliance Resource Partners, L.P. press release dated as of January 30, 2006.

 

2


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Alliance Resource Partners, L.P.
By:   Alliance Resource Management GP, LLC,
    its managing general partner
By:  

/s/ Joseph W. Craft III


    Joseph W. Craft III
    President and Chief Executive Officer
Date: February 1, 2006

 

3

EX-99.1 2 dex991.htm PRESS RELEASE PRESS RELEASE

Exhibit 99.1

 

PRESS RELEASE

 

LOGO   

CONTACT:

Brian L. Cantrell

Alliance Resource Partners, L.P.

1717 South Boulder Avenue, Suite 600

Tulsa, Oklahoma 74119

(918) 295-7673

FOR IMMEDIATE RELEASE     

 

ALLIANCE RESOURCE PARTNERS, L.P.

 

Reports Record Annual and Quarterly Financial and Operating Results; Increases Quarterly Cash Distribution by 11.5% to $0.46 Per Unit; and Provides Guidance for 2006

 

TULSA, OKLAHOMA, January 30, 2006 – Alliance Resource Partners, L.P. (NASDAQ: ARLP) today reported record annual and quarterly financial results for the periods ended December 31, 2005. The Partnership reported that net income rose 109% to a record $160.0 million for calendar year 2005 compared to 2004 net income of $76.6 million. Net income for the fourth quarter of 2005 (the “2005 Quarter”) increased by more than 347% to a record $45.7 million, as compared to $10.2 million of net income for the fourth quarter of 2004 (the “2004 Quarter”).

 

The Partnership also announced that the Board of Directors of its managing general partner had declared a quarterly cash distribution of $0.46 per unit for the 2005 Quarter (an annualized rate of $1.84 per unit), payable on February 14, 2006 to all unitholders of record as of February 6, 2006. This distribution represents an increase of 11.5% over the 2005 third quarter cash distribution of $0.4125 per unit (an annualized rate of $1.65 per unit).

 

“Our strong fourth quarter results led to Alliance’s fifth consecutive year of record performance as we posted new benchmarks for coal sales volumes, revenues, EBITDA and net income,” said Joseph W. Craft III, President and Chief Executive Officer. “In addition to these exceptional results, Alliance continued to build for the future with new sales agreements and significant growth projects announced during the past year. This strong performance and positive outlook allowed Alliance to increase distributions to our unitholders by approximately 23% over the past twelve months.”

 

For the 2005 Quarter, the Partnership reported record revenues and tons of coal sold of $227.3 million and 5.9 million tons, respectively, as compared to 2004 Quarter revenues of $174.7 million and 5.4 million tons sold. Reflecting continued strength in the coal markets during the 2005 Quarter, revenues benefited from higher coal sales prices, which rose to an average $35.48 per ton sold, an increase of 21% over the 2004 Quarter average coal sales prices. Revenues for the 2005 Quarter also were positively impacted by record coal sales volumes, which increased approximately 9% over the 2004 Quarter.

 

Operating expenses increased during the 2005 Quarter to $144.1 million, as compared to $120.4 million for the same period last year, primarily as a result of increased production, coal sales volumes, sales related expenses and higher commercial insurance premium costs. Also contributing to higher operating expenses during the 2005 Quarter were increased costs associated

 

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with labor and benefits, materials and supply costs (particularly steel and power), and contract mining. As a result of these higher costs, operating expenses per ton for the 2005 Quarter increased approximately 10% over the 2004 Quarter to $24.53 per ton sold. Operating expenses for the 2004 Quarter included expenses of $4.1 million reflecting the Partnership’s initial estimate of non-reimbursable costs attributable to the mine fire at the Excel No. 3 mine. (See ARLP Press Releases, dated December 27, 2004, January 7, 14, and 27, February 21, March 3, and April 21, 2005.) General and administrative expenses decreased to $4.4 million for the 2005 Quarter, as compared to $11.1 million for the same period last year. The decreased general and administrative expense was primarily a result of lower incentive compensation expense, which was principally attributable to a decrease in the market value of the Partnership’s common units during the 2005 Quarter and a reduction in the number of restricted units outstanding.

 

The Partnership reported record revenues and tons of coal sold for the year ended December 31, 2005 of $838.7 million and 22.8 million tons, respectively, as compared to 2004 revenues of $653.3 million and tons sold of 20.8 million tons. Increased revenues and tons sold reflect the Partnership’s record coal production of 22.3 million tons, an increase of more than 9% over 2004 production levels, and higher average coal sales prices, which rose approximately 17% to $33.65 per ton during 2005. Financial results for 2005 were also positively impacted by approximately $24.1 million attributable to the estimated net income benefit derived from the Partnership’s various coal synfuel-related agreements, an increase of approximately $7.2 million over the 2004 net income benefit associated with these agreements.

 

Operating expenses for 2005 increased to $521.5 million, compared to $436.5 million for 2004, primarily due to higher coal production and sales volumes, and cost increases for labor and benefits, maintenance, materials and supplies, contract mining, sales related expenses and commercial insurance premium costs. Operating expenses on a per ton basis increased approximately 9% during 2005 to $22.82 per ton sold. In addition, during 2005 the Partnership recognized $12.1 million as an initial, partial recovery under our commercial insurance policies of certain cost and expenses related to the Excel No. 3 mine fire (net of self-retention, various deductibles and 10% coinsurance). The Partnership continues to work closely with its insurance underwriters to determine both the full financial impact of the Excel No. 3 mine fire, including business interruption, and any additional amounts that may be recovered under the insurance policies. General and administrative expenses decreased to $33.5 million in 2005, as compared to $45.4 million in 2004, primarily due to lower incentive compensation expense as discussed above.

 

“In response to strong coal market fundamentals, Alliance has continued to invest capital to expand the production capacity and efficiency of our operations,” said Mr. Craft. “As a result of these investments, Alliance was able to increase production during 2005 by more than 1.9 million tons – in line with our goal of growing annual production at an average rate of eight to ten percent. Reflecting our commitment to efficient and profitable growth, during 2005, we announced plans for significant future growth projects at Gibson South, Tunnel Ridge and Penn Ridge. Assuming these projects progress as expected, the Alliance organization is positioned to increase its total annual coal production to as much as 38 million tons by 2010. We believe this production increase will assist in partially satisfying the anticipated growth in demand for high sulfur coal as additional scrubbed power plants are brought on line.”

 

The Partnership’s capital expenditures for 2005 totaled $119.9 million, including maintenance capital expenditures of approximately $56.7 million. These investments included the initial development of the Elk Creek and Mountain View mines, the transition of the Pontiki mine into the Van Lear coal seam and the addition of continuous mining units at the Pattiki and Warrior

 

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mines. The balance of 2005 capital expenditures relate primarily to infrastructure improvements and efficiency projects at the Warrior and Gibson County mining complexes and the Mt. Vernon transfer terminal operation.

 

The Partnership has previously estimated capital expenditures for 2006 of approximately $160.0 million, including estimated maintenance capital expenditures of $59.4 million. (See ARLP Press Release dated, December 21, 2005.) During 2006, the Partnership expects to complete the initial development of the Elk Creek and Mountain View mining complexes and to conclude the transition of the Pontiki mine into the Van Lear coal seam. The construction of a rail loadout facility at the Gibson County mine, permitting and other development costs for the Tunnel Ridge, Penn Ridge and Gibson South projects and new efficiency projects at various Partnership operations also are included in the estimated 2006 capital expenditures. The Partnership expects depreciation expense to increase to approximately $71.5 million in 2006 as compared to $55.6 million in 2005.

 

Coal production for 2006 is currently estimated to increase approximately 9% over 2005 production levels to a range of 24.3 to 24.5 million tons. Against a backdrop of continued strength in the coal markets and repricing of lower priced sales volumes to current market prices, the Partnership currently expects its per ton average coal sales price to increase approximately 7% per year through 2007. As a result of these anticipated increases in coal production and coal sales prices, the Partnership is currently estimating that revenues will increase approximately 15% in 2006 to a range of $910.0 to $930.0 million, excluding transportation revenues. Currently, total coal sales volume open to market pricing includes approximately 2.7 million tons, 10.8 million tons and 18.3 million tons in 2006, 2007 and 2008, respectively.

 

Recent pressures on costs are expected to continue in 2006. Increased mine development costs also are expected to add to the Partnership’s operating expenses in 2006. As a result, the Partnership currently expects its operating expenses per ton sold to increase by approximately 9% over 2005 levels. Based on its current projections, the Partnership is estimating EBITDA in a range of $245.0 to $265.0 million and net income in a range of $160.0 to $180.0 million for 2006. The guidance ranges for both EBITDA and net income exclude the impact of any additional expenses, losses, or insurance recoveries associated with the Excel No. 3 mine fire. For a reconciliation of estimated annual cash flows provided by operations to EBITDA and EBITDA to net income, please see the last page of this release.

 

Guidance ranges for 2006 revenues, EBITDA, and net income include an estimated benefit in a range of approximately $26.0 to $28.0 million associated with the Partnership’s various coal synfuel-related agreements, of which approximately 10% has been realized year-to-date in 2006. The Partnership’s realization of future synfuel related benefits could be reduced if non-conventional synfuel tax credits become unavailable to the owners of the coal synfuel facilities due to a rise in the price of crude oil or otherwise. The non-conventional synfuel tax credit is scheduled to expire on December 31, 2007.

 

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.

 

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Alliance Resource Partners is the nation’s only publicly traded master limited partnership involved in the production and marketing of coal. Alliance Resource Partners currently operates eight mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia.

 

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: increased competition in coal markets and our ability to respond to the competition; fluctuation in coal prices, which could adversely affect our operating results and cash flows; risks associated with the expansion of our operations and properties; deregulation of the electric utility industry or the effects of any adverse change in the domestic 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 of 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 and other factors; our productivity levels and margins that we earn on our 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 other interruptions; results of litigation; difficulty maintaining our surety bonds for mine reclamation as well as workers’ compensation and black lung benefits; difficulty obtaining commercial property insurance, and risks associated with our participation (excluding any applicable deductible) in the commercial insurance property program; and, loss or reduction of the direct or indirect benefit from certain state and federal tax credits, including non-conventional source fuel tax credits.

 

Additional information concerning these and other factors can be found in the Partnership’s public periodic filings with the Securities and Exchange Commission (“SEC”), including the Partnership’s Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2004 filed on March 15, 2005 and August 15, 2005, respectively, with the SEC. Except as required by applicable securities laws, the Partnership does not intend to update its forward-looking statements.

 

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ALLIANCE RESOURCE PARTNERS, 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,

 
     2005

   2004

   2005

   2004

 

Tons sold

     5,872      5,406      22,849      20,823  

Tons produced

     5,568      5,194      22,290      20,377  

SALES AND OPERATING REVENUES:

                             

Coal sales

   $ 208,346    $ 159,185    $ 768,958    $ 599,399  

Transportation revenues

     11,962      9,455      39,069      29,817  

Other sales and operating revenues

     7,024      6,018      30,691      24,073  
    

  

  

  


Total revenues

     227,332      174,658      838,718      653,289  
    

  

  

  


EXPENSES:

                             

Operating expenses

     144,058      120,367      521,488      436,471  

Transportation expenses

     11,962      9,455      39,069      29,817  

Outside purchases

     4,132      5,639      15,113      9,913  

General and administrative

     4,417      11,108      33,484      45,400  

Depreciation, depletion and amortization

     14,815      13,858      55,637      53,664  

Interest expense

     2,131      3,612      11,816      14,963  

Net gain from insurance settlement

     —        —        —        (15,217 )
    

  

  

  


Total operating expenses

     181,515      164,039      676,607      575,011  
    

  

  

  


INCOME FROM OPERATIONS

     45,817      10,619      162,111      78,278  

OTHER INCOME

     267      223      581      984  
    

  

  

  


INCOME BEFORE INCOME TAXES

     46,084      10,842      162,692      79,262  

INCOME TAX EXPENSE

     426      628      2,682      2,641  
    

  

  

  


NET INCOME

   $ 45,658    $ 10,214    $ 160,010    $ 76,621  
    

  

  

  


GENERAL PARTNERS’ INTEREST IN NET INCOME

   $ 4,792    $ 1,089    $ 12,409    $ 3,324  
    

  

  

  


LIMITED PARTNERS’ INTEREST IN NET INCOME

   $ 40,866    $ 9,125    $ 147,601    $ 73,297  
    

  

  

  


BASIC NET INCOME PER LIMITED PARTNER UNIT

   $ 0.80    $ 0.25    $ 2.89    $ 1.76  
    

  

  

  


DILUTED NET INCOME PER LIMITED PARTNER UNIT

   $ 0.79    $ 0.25    $ 2.84    $ 1.71  
    

  

  

  


DISTRIBUTIONS PAID PER COMMON AND SUBORDINATED UNITS

   $ 0.41    $ 0.33    $ 1.58    $ 1.24  
    

  

  

  


WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING-BASIC

     36,370,565      36,103,212      36,288,527      35,881,896  
    

  

  

  


WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING-DILUTED

     36,923,444      36,874,328      36,977,061      36,874,336  
    

  

  

  


 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

 

     December 31,

 
     2005

    2004

 

ASSETS

                

CURRENT ASSETS:

                

Cash and cash equivalents

   $ 32,054     $ 31,177  

Trade receivables, net

     94,495       56,967  

Other receivables

     2,330       1,637  

Marketable securities

     49,242       49,397  

Inventories

     17,270       13,839  

Advance royalties

     2,952       3,117  

Prepaid expenses and other assets

     8,934       4,345  
    


 


Total current assets

     207,277       160,479  

PROPERTY, PLANT AND EQUIPMENT:

                

Property, plant and equipment at cost

     635,086       526,468  

Less accumulated depreciation, depletion and amortization

     (330,672 )     (292,900 )
    


 


Total property, plant and equipment

     304,414       233,568  

OTHER ASSETS:

                

Advance royalties

     16,328       11,737  

Coal supply agreements, net

     —         2,723  

Other long-term assets

     4,668       4,277  
    


 


Total other assets

     20,996       18,737  
    


 


TOTAL ASSETS

   $ 532,687     $ 412,784  
    


 


LIABILITIES AND PARTNERS’ CAPITAL

                

CURRENT LIABILITIES:

                

Accounts payable

   $ 53,473     $ 30,961  

Due to affiliates

     8,795       10,338  

Accrued taxes other than income taxes

     13,177       10,742  

Accrued payroll and related expenses

     12,466       11,730  

Accrued pension benefit

     7,588       5,798  

Accrued interest

     4,855       5,402  

Workers’ compensation and pneumoconiosis benefits

     7,740       7,081  

Other current liabilities

     5,120       6,253  

Current maturities, long-term debt

     18,000       18,000  
    


 


Total current liabilities

     131,214       106,305  

LONG-TERM LIABILITIES:

                

Long-term debt, excluding current maturities

     144,000       162,000  

Accrued pneumoconiosis benefits

     23,293       19,833  

Workers’ compensation

     30,050       25,994  

Reclamation and mine closing

     38,716       32,838  

Due to affiliates

     6,940       7,457  

Other liabilities

     2,697       3,170  
    


 


Total long-term liabilities

     245,696       251,292  
    


 


Total liabilities

     376,910       357,597  
    


 


COMMITMENTS AND CONTINGENCIES

                

PARTNERS’ CAPITAL:

                

Limited Partners - Common Unitholders 36,426,306 and 36,260,880 units outstanding, respectively

     461,068       363,658  

General Partners’ deficit

     (298,270 )     (303,295 )

Unrealized loss on marketable securities

     (68 )     (54 )

Minimum pension liability

     (6,953 )     (5,122 )
    


 


Total Partners’ capital

     155,777       55,187  
    


 


TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 532,687     $ 412,784  
    


 


 

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ALLIANCE RESOURCE PARTNERS, L.P. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Year Ended
December 31,


 
     2005

    2004

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

   $ 193,618     $ 145,055  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Purchase of property, plant and equipment

     (110,517 )     (54,713 )

Proceeds from sale of property, plant and equipment

     198       687  

Purchase of marketable securities

     (63,448 )     (49,271 )

Proceeds from marketable securities

     63,589       23,537  

Proceeds from assumption of liability

             2,112  
    


 


Net cash used in investing activities

     (110,178 )     (77,648 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Cash contribution by General Partners

     143       3  

Payments on long-term debt

     (18,000 )     —    

Distributions to Partners

     (64,706 )     (46,389 )
    


 


Net cash used in financing activities

     (82,563 )     (46,386 )
    


 


NET CHANGE IN CASH AND CASH EQUIVALENTS

     877       21,021  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     31,177       10,156  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 32,054     $ 31,177  
    


 


CASH PAID FOR:

                

Interest

   $ 15,160     $ 15,229  
    


 


Income taxes to taxing authorities

   $ 3,025     $ 2,150  
    


 


NON-CASH ACTIVITY:

                

Market value of common units issued to Long-Term Incentive Plan participants upon vesting

   $ 6,988     $ 13,680  
    


 


Purchase of property, plant and equipment

   $ 9,364     $ —    
    


 


 

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Reconciliation of GAAP “Cash Flows Provided by Operating Activities” to non-GAAP “EBITDA” and Reconciliation of Non-GAAP “EBITDA” to GAAP “Net Income” (in thousands).

 

     Three Months Ended
December 31,


    Year Ended
December 31,


    Year Ended
December 31,


 
     2005

    2004

    2005

    2004

    2006E

 

Cash flows provided by operating activities

   $ 42,049     $ 19,151     $ 193,618     $ 145,055     $ 250,000  

Reclamation and mine closing

     (568 )     (512 )     (1,918 )     (1,622 )     (1,800 )

Coal inventory adjustment to market

     (506 )     (473 )     (573 )     (488 )     —    

Other

     (144 )     (117 )     (2,057 )     (255 )     (1,000 )

Net effect of working capital changes

     19,642       6,023       26,577       (12,405 )     (5,700 )

Interest expense

     2,131       3,612       11,816       14,963       10,700  

Income taxes

     426       628       2,682       2,641       2,800  
    


 


 


 


 


EBITDA

     63,030       28,312       230,145       147,889       255,000  

Depreciation, depletion and amortization

     (14,815 )     (13,858 )     (55,637 )     (53,664 )     (71,500 )

Interest expense

     (2,131 )     (3,612 )     (11,816 )     (14,963 )     (10,700 )

Income taxes

     (426 )     (628 )     (2,682 )     (2,641 )     (2,800 )
    


 


 


 


 


Net income

   $ 45,658     $ 10,214     $ 160,010     $ 76,621     $ 170,000  
    


 


 


 


 


 

EBITDA is defined as net income before net interest expense, income taxes and depreciation, depletion and amortization. EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

 

    the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

 

    the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

 

    our operating performance and return on investment as compared to those of other companies in the coal energy sector, without regard to financing or capital structures; and

 

    the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

 

EBITDA should not be considered as an alternative to net income, income from operations, cash flows from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles. EBITDA is not intended to represent cash flow and does not represent the measure of cash available for distribution. Our method of computing EBITDA may not be the same method used to compute similar measures reported by other companies, or EBITDA may be computed differently by us in different contexts (i.e. public reporting versus computation under financing agreements).

 

Reconciliation of GAAP “Net Income per Limited Partner Unit” reflecting the impact of EITF 03-6 to non-GAAP “Adjusted Net Income per Limited Partner Unit”

 

    

Three Months Ended

December 31,


  

Year Ended

December 31,


   2005

    2004

   2005

    2004

Net Income per Limited Partner Unit -

                     

Basic

   0.80     0.25    2.89     1.76

Diluted

   0.79     0.25    2.84     1.71

Dilutive impact of theoretical distribution of earnings pursuant to EITF 03-6 -

                     

Basic

   (0.32 )   —      (1.18 )   0.28

Diluted

   (0.32 )   —      (1.15 )   0.28

Adjusted Net Income Per Limited Partner Unit -

                     

Basic

   1.12     0.25    4.07     2.04

Diluted

   1.11     0.25    3.99     1.99

 

-MORE-


Net income per limited partner unit as dictated by EITF 03-6 is theoretical and pro forma in nature and does not reflect the economic probabilities of whether earnings for an accounting period would or could be distributed to unitholders. The Partnership Agreement does not provide for the distribution of net income, rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter after establishment of sufficient cash reserves required to operate the Partnership in a prudent manner. Accordingly, the distributions we have paid historically and will pay in future periods are not impacted by net income per limited partner unit as dictated by EITF 03-6.

 

In addition to net income per limited partner unit as calculated in accordance with EITF 03-6, we intend to continue to present “adjusted net income per limited partner unit,” as reflected in the table above, which is consistent with our presentation of net income per limited partner unit in prior periods. “Adjusted net income per limited partner unit,” as presented in the table above, is defined as net income after deducting the amount allocated to the general partners’ interests, including the managing general partner’s incentive distribution rights, divided by the weighted average number of outstanding limited partner units during the period. As part of this calculation, in accordance with the cash distribution requirements contained in the Partnership Agreement, Partnership net income is first allocated to the managing general partner based on the amount of incentive distributions attributable to the period. The remainder is then allocated between the limited partners and the general partners based on their respective percentage ownership in the Partnership. Adjusted net income per limited partner unit is used as a supplemental financial measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

 

    the actual operation of our Partnership Agreement with respect to the rights of the general and limited partners participation in distributions,

 

    the financial performance of our assets without regard to financing methods or capital structure; and our operating performance and return on investment as compared to those of other companies in the coal energy sector, without regard to financing or capital structures.

 

Our method of computing adjusted net income per limited partner unit may not be the same method used to compute similar measures reported by other companies and may be computed differently by us in different contexts.

 

-END-

EX-99.2 3 dex992.htm PRESS RELEASE PRESS RELEASE

Exhibit 99.2

 

PRESS RELEASE

 

LOGO   

CONTACT:

Brian L. Cantrell

Alliance Resource Partners, L.P.

1717 South Boulder Avenue, Suite 600

Tulsa, Oklahoma 74119

(918) 295-7673

FOR IMMEDIATE RELEASE

 

ALLIANCE RESOURCE PARTNERS, L.P.

 

Provides Assistance to Investors Comparing Reported Financial Results to Consensus Estimates

 

TULSA, OKLAHOMA, January 30, 2006 – Alliance Resource Partnership, L.P. (NASDAQ: ARLP) earlier today reported earnings for the quarter and year ended December 31, 2005. The Partnership has noticed that various news accounts are comparing diluted net income per limited partner unit for the quarter ended December 31, 2005 of $0.79, which is calculated in accordance with the Emerging Issues Task Force Issue No. 03-6 (“EITF 03-6”), “Participating Securities and the Two-Class Method under FASB Statement No. 128”, to the published consensus estimate of $0.80, which does not consider the impact of EITF 03-6. The Partnership believes the comparison made in various news accounts is inappropriate because the securities analysts covering the Partnership do not consider the impact of EITF 03-6 for purposes of estimating net income per limited partner unit.

 

In December 2005, the Partnership confirmed its previous 2005 guidance for net income at the upper end of the previously announced range. (See ARLP Press Release, dated December 21, 2005.) As indicated in the table below, the Partnership’s 2005 net income exceeded both its previous guidance and the consensus estimates of the covering securities analysts. As a result, the Partnership’s adjusted diluted net income per limited partner unit exceeded the consensus estimates for the quarter and year ended December 31, 2005 as follows (in millions, except per unit data):

 

     Concensus
Estimates


   ARLP
Guidance


   2005
Results


 

Net Income

   $ 147.3    $ 135 – $155    $ 160.0  

Adjusted diluted net income per limited partner unit - 2005 Q4

   $ 0.80      N/A    $ 1.11  (1)

2005 FY

   $ 3.69      N/A    $ 3.99  (1)

(1) As set forth in the reconciliation below, for the quarter and year ended December 31, 2005, the dilutive effect of EITF 03-6 on diluted net income per limited partner unit was $0.32 and $1.15, respectively. For the quarter and year ended December 31, 2005 diluted net income per limited partner unit was $0.79 and $2.84, respectively, as calculated in accordance with EITF 03-6, and $1.11 and $3.99, respectively, as adjusted to exclude the impact of applying the provisions of EITF 03-6.

 

-MORE-


In August 2005, the Partnership announced that following a review of its accounting policies for calculating net income per limited partner unit, the Partnership would begin reflecting the pro forma method of computing earnings per unit as contemplated by EITF 03-6. (See ARLP Press Release, dated August 16, 2005.) At that time, the Partnership explained that EITF 03-6 requires a calculation of net income per limited partner unit based on a theoretical distribution of all earnings reported by the Partnership during an accounting period, notwithstanding that the Partnership actually did not distribute all earnings reported by the Partnership for such accounting period.

 

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.

 

Alliance Resource Partners is the nation’s only publicly traded master limited partnership involved in the production and marketing of coal. Alliance Resource Partners currently operates eight mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia.

 

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: increased competition in coal markets and our ability to respond to the competition; fluctuation in coal prices, which could adversely affect our operating results and cash flows; risks associated with the expansion of our operations and properties; deregulation of the electric utility industry or the effects of any adverse change in the domestic 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 of 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 and other factors; our productivity levels and margins that we earn on our 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 other interruptions; results of litigation; difficulty maintaining our surety bonds for mine reclamation as well as workers’ compensation and black lung benefits; difficulty obtaining commercial property insurance, and risks associated with our participation (excluding any applicable deductible) in the commercial insurance property program; and, loss or reduction of the direct or indirect benefit from certain state and federal tax credits, including non-conventional source fuel tax credits.

 

Additional information concerning these and other factors can be found in the Partnership’s public periodic filings with the Securities and Exchange Commission (“SEC”), including the Partnership’s Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2004 filed on March 15, 2005 and August 15, 2005, respectively, with the SEC. Except as required by applicable securities laws, the Partnership does not intend to update its forward-looking statements.

 

-MORE-


Reconciliation of GAAP “Net Income per Limited Partner Unit” reflecting the impact of EITF 03-6 to non-GAAP “Adjusted Net Income per Limited Partner Unit”

 

    

Three Months Ended

December 31,


  

Year Ended

December 31,


   2005

   2004

   2005

   2004

Net Income per Limited Partner Unit -

                   

Basic

   0.80    0.25    2.89    1.76

Diluted

   0.79    0.25    2.84    1.71

Dilutive impact of theoretical distribution of earnings pursuant to EITF 03-6 -

                   

Basic

   0.32    —      1.18    0.28

Diluted

   0.32    —      1.15    0.28

Adjusted Net Income Per Limited Partner Unit -

                   

Basic

   1.12    0.25    4.07    2.04

Diluted

   1.11    0.25    3.99    1.99

 

Net income per limited partner unit as dictated by EITF 03-6 is theoretical and pro forma in nature and does not reflect the economic probabilities of whether earnings for an accounting period would or could be distributed to unitholders. The Partnership Agreement does not provide for the distribution of net income, rather, it provides for the distribution of available cash, which is a contractually defined term that generally means all cash on hand at the end of each quarter after establishment of sufficient cash reserves required to operate the Partnership in a prudent manner. Accordingly, the distributions we have paid historically and will pay in future periods are not impacted by net income per limited partner unit as dictated by EITF 03-6.

 

In addition to net income per limited partner unit as calculated in accordance with EITF 03-6, we intend to continue to present “adjusted net income per limited partner unit,” as reflected in the table above, which is consistent with our presentation of net income per limited partner unit in prior periods. “Adjusted net income per limited partner unit,” as presented in the table above, is defined as net income after deducting the amount allocated to the general partners’ interests, including the managing general partner’s incentive distribution rights, divided by the weighted average number of outstanding limited partner units during the period. As part of this calculation, in accordance with the cash distribution requirements contained in the Partnership Agreement, Partnership net income is first allocated to the managing general partner based on the amount of incentive distributions attributable to the period. The remainder is then allocated between the limited partners and the general partners based on their respective percentage ownership in the Partnership. Adjusted net income per limited partner unit is used as a supplemental financial measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

 

    the actual operation of our Partnership Agreement with respect to the rights of the general and limited partners participation in distributions,

 

    the financial performance of our assets without regard to financing methods or capital structure; and our operating performance and return on investment as compared to those of other companies in the coal energy sector, without regard to financing or capital structures.

 

Our method of computing adjusted net income per limited partner unit may not be the same method used to compute similar measures reported by other companies and may be computed differently by us in different contexts.

 

-END-

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-----END PRIVACY-ENHANCED MESSAGE-----