Good day, ladies and gentlemen, and welcome to the Third Quarter 2016 Alliance Resource Partners and Alliance Holdings GP Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to introduce your first speaker for today, Senior Vice President and Chief Financial Officer, Mr. Brian Cantrell, please go ahead sir.

Thank you, Andrew, and welcome everyone. Earlier this morning, we released 2016 third quarter earnings for both Alliance Resource Partners, or ARLP, and Alliance Holdings GP, or AHGP. And we'll now discuss these results, as well as our outlook for the balance of the year. Following our prepared remarks, we’ll open the call to your questions. Before we begin, a reminder, that some of our remarks today may include forward-looking statements that are subject to a variety of risks, uncertainties, and assumptions, which are contained in our filings from time to time with the Securities and Exchange Commission and are also reflected in this morning's press releases. While these forward-looking statements are based on information currently available to us, if one or more of these risks or uncertainties materialize or if our underlying assumptions prove incorrect, actual results may vary materially from those we projected or expected. In providing these remarks, neither partnership has any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Finally, we’ll also be discussing certain non-GAAP financial measures. We have provided definitions and reconciliations of the differences between these non-GAAP measures and the most directly comparable GAAP financial measures at the end of the ARLP press release, and we refer you to ARLP’s website and Form 8-K for a copy of the release filed this morning. Now that we're through the required preliminaries, I'll turn the call over to Joe Craft, our President and Chief Executive Officer. Joe?

Thank you Brian and good morning everyone. Today ARLP reported another solid quarter of operating and financial results. All key operating and financial metrics including record sales volumes came in at levels equal to or better than our midyear forecast which we use for our prior guidance. As discussed during our last earnings call, we were beginning to see positive signs for the markets we serve. We expressed a view on our call that total shipments in the second half of 2016 would increase approximately 4.5 million tons compared to the first half of the year. We are pleased to report today our coal sales volumes actually grew ahead of its space during the 2016 quarter, increasing 2.8 million tons sequentially to a record 10.8 million tons. As a result, our inventories declined 2.2 million tons to 2 million tons at the end of the third quarter. We had significant buying activity during the 2016 quarter and we are continuing to see increased buying interest due to the summer burn, the forward natural gas price curve, replenishing of customer stockpiles and the recent rally in the export market. Since the second quarter of 2016, we have secured price and volume commitments for deliveries through 2020 of 11.2 million tons including 3 million tons to be shipped to the export markets over the next six months. ARLP now has secured price and volume commitments for 2017, 2018 and 2019 of 29.1 million tons, 17.4 million tons and 8.9 million tons respectively. On the strength of higher coal sale volumes and ongoing cost containment efforts ARLP reported increases to net income and EBITDA compared to the sequential quarter and the 2015 quarter. Distributable cash flow also improved to $128,9 million, 5.5% higher than the sequential quarter lifting our distribution coverage ratio to…

Thank you Joe. As Joe just mentioned the alliance partnerships delivered solid results for 2016 quarter posting quarter over quarter and sequential increases to net income and EBITDA on the strength of record quarterly coal sales volume. Taking a closer look at the details, coal sale volumes of 10.8 million tons in the 2016 quarter were higher compared to both sequential and 2015 quarters by 35.1% and 4.5% respectively reflecting our previous comments regarding ARLP’s strategic decision to keep 2016 production levels in line with this contracted coal sales positions, production volumes were 149,000 tons or 1.8% higher than the sequential quarter but sell 25.7% compared to the 2015 quarter. Revenues totaled 552.1 million for the 2016 quarter, down slightly from the 2015 quarter as lower price realizations impacted coal sales revenues despised increased sales volumes. Compared to the sequential quarter however, record sales volumes led total revenue higher by 25.7%. ARLP's net income and EBITDA were also higher during the 2016 quarter compared to both the 2015 and sequential quarters with net income increasing by 7.7% and 8.6% respectively while EBITDA rose 1.9% and 5.2% respectively. Earnings per unit also increased quarter over quarter and sequentially by 49.2% and 11% respectively. The sharply higher increase to EPU compared to the 2015 quarter reflects the reduction of incentive distribution rights allocable to our general partner resulting from ARLP’s decision to adjust its distribution earlier this year. I would also like to point out that as you compare the 2016 and 2015 quarter’s end period, please keep in mind that results in 2015 were impacted by the flow-through of losses related to our equity ownership in White Oak prior to acquisition of the Hamilton mine and by $10.7 million non-cash impairment charge due to the surrender of non-core undeveloped coal reserves…

[Operator Instructions] And the first question or comment comes from the Marc Levin with Seaport Global. Your line is now open.

Just a couple of quick questions, one, I know it’s early and well before 2017, you probably haven't been just seeing budgeting but when you think about CapEx in 2017 versus 2016 where did you come down. And then also on the cost side, as you guys ramp the Hamilton mine up towards full capacity basically high grading your assets base, what might cost look like in a world in which in 2017 which Hamilton is running a lot harder?

On the capital we are right in the middle of our budgeting process, so I don't have a number. I think our capital expenditures will continue to be lower than what our maintenance capital is, we use for distribution purposes because we still have quite a bit of excess capital from our mines that we’ve closed in 2016. So we’ll be able to utilize a lot of that equipment and therefore not have to purchase equipment in 2017 at a pace that is reflected in our five-year guidance that we use for maintenance capital.

Marc, just a reminder, our current five-year per ton estimate for maintenance capital is about 475, as Jim mentioned we do have excess inventory on hand from some of the mine idling and closure that we've gone through recently. So we do anticipate that coming down but to give a precise number it's a little bit premature in our cycle.

As far as cost, as we look forward to 2017, if we are successful and are able to run our Hamilton mine at full capacity, we think our cost could come down compared to 2016 and somewhere in the 5% to 10% range and that’s consolidated for the entire company.

That's quite an accomplishment. Could you talk a little bit about exports, if the API 2 price were to continue to appreciate, when you think about 2017 even sooner, how much could you do from an export perspective, what kind of API 2 price do you need to kind of make the economics of exporting more valuable to using and placing them domestically and then may be a way to just kind of think about the net backs. I know export is not a big part of your business but if things were to happen could you move a significant amount of tons overseas?

We could move more tons as Brian mentioned we contracted through 3 million tons are being sold in the fourth quarter this year and the first quarter of ’17. Beyond that we need to evaluate what the demands of the domestic market are going to be relative to the export market. We have potential to increase production with additional capacity at both Gibson South and River View. We’re also looking to participate in the export market at our Mettiki mine which is a metallurgical mine, so you could produce tons there and we are evaluating selling into the market as well. I think the volume in the met market probably would not be more than a half million tons but it’s still at the prices that we are seeing right now, those could be added to our sales volumes as well as revenue numbers in 2017. As far as whether we continue to participate at the pace we've been on the last two quarters, it will definitely on price but it is also going to be relative to what the domestic market brings. So, this past quarter I would say that they are ahead of the domestic market but it’s my expectation that the domestic market will catch up and surpass the export market if the prices at API 2 are what is in the curve as we look at it today. Now would that curve expand where the current spot prices are I mean it’s hard to know, we will look at the export market opportunistically, it is not a strategic long-term play for us but if provides opportunities on a opportunistic way then we’ll take advantage of it.

One last big picture question and then I’ll let everybody else get on. When you think about coal burn job in United States in 2017, if you were just to assume a normal winter, hopefully we will have a colder normal winter but if you just kind of assume a normal winter and current gas curve as it's been today, what do you think US coal burn looks like in ’17, what do you think Illinois Basin coal burn looks like in 2017?

Most people that are in the business are predicting these things, most people believe they will go up anywhere from – industry wide 20 to 40 million tons, the large percentage of that would be Powder River Basin as we look to Illinois Basin, I think the increase in demand domestically might be 5% to 10% but I think the real opportunity for [indiscernible] basin back to the question was asked earlier and that's the API 2 curve and how much volume will move out of Illinois Basin or export. Right now we're not seeing a supply response in the Illinois Basin, third-quarter production was actually down compared earlier in the year and based on the moves that we’re making, we’re really not increasing production above 2016 levels that much in 2017 ourselves. So we are not seeing a rush to increase supply and the demand may be in the 5% to 10% level, if we have the pricing environment for gas that we are seeing today.

And our next question or comment comes from the line of Noah Lerner with Hartz Capital. Your line is now open.

A nice rebound quarter, really like to see it. Question, I appreciate the information on the volumes but I was wondering if you can just talk a little bit without giving away the secret sauce right know, what you are seeing as far as pricing in those out years and how is it compared to the current pricing that we are receiving in other words if we the volumes flat, are we still going to take a hit to total cash flow because the pricing in those out years is lower?

Yes. No, on our last call, we indicated we thought that we could see our top line impacted by 12% to 15% year-over-year. At that time, frankly, we were actually anticipating the impact to be down closer to that 15% range. Recently, we've seen pricing improved somewhat, so I think the 12% to 15% is probably still a good range for expectations heading into next year, compared to this year, but it will likely be closer to the lower end of that range.

And if you looked at the out years and beyond that, with the supply demand balance that I expect that will occur, that we are seeing and I think will get even better. Added to some depletion that is going to happen just because certain mines are going to be mining out in the 2017, 2018 time period. We believe that the forward price curve should be stronger than ’17 and we should be getting back to pricing numbers that we saw in the 2015 time period.

And our next question or comment comes from the line of Paul Forward with Stifel. Your line is now open.

Thanks. Good morning, Joe. Good morning, Brian. I guess just getting back to the Hamilton, you’ve been operating around kind of the 2 million ton per year rate, but you could do. Could you remind us what you think that capacity could be, is that a 6 million ton per year mine, potentially if you could place all those tons into the market and I think you said you could get there in 2017. I’m assuming the market needed that coal, in your current planning, how quickly do you think you could get there? Is it early in the year or later in the year?

We’re going to start to ramp up this month or November and we’re going to try to ramp to about 7.5 million ton run rate and that tonnage will be effectively displacing the [indiscernible] the Hamilton, excuse me, the Hopkins County volumes that we had in ‘16 with the 400,000 tons or so. We are probably going to be reducing some production in West Kentucky, depending on where the markets are so that we can get to that level. So it may be that we have some additional reductions in West Kentucky of 1 million to 2 million tons, depending on where the markets are. As we’ve been able to book some of this export shipments, a bunch of those are going to be coming in Hamilton and I think we’re pretty confident that we’re going to be able to sell out in 2017, largely because of the opportunities that will present itself in the export market.

So Hamilton is more of a -- rather than maybe serving domestic customers from there and freeing up some of your other production go to exports, instead, it’s just I guess logistically better to move to Hamilton directly to the export markets, is that right?

Now, we are prepared to move it on rail to domestic markets and that's what we are going to try to do, but we’re still developing that market. So if we didn't have an export market instead of hit the 7.5 million grade, it maybe because of the 6 million that you mentioned, but even at 6 million, that definitely improves our cost for the entire basin year-over-year. So we’re not gauging you the range, but over a 5 to 10 -- if we are only 6 million in Hamilton, it’s going to be closer to the 5% reduction year-over-year or closer to the 7.5 and be closer to the 10%. But we would prefer to market whole of Hamilton, we’d prefer to market all our coal domestically. But our customers, some of them are looking to make term commitments and some of them are willing to take full-year commitments on an apple-to-apple basis, but we still have certain customers that want to depend on the low-cost Illinois long hauls, but they are only willing to commit on a quarter-to-quarter basis. So, as they do that, it makes it difficult for us that we've got to fill those gaps by either chipping in to the export market or not producing ore on the ground, it will probably be a mix of all three of those as we compete over the next five years, it's hard to predict exactly what is going to be.

All right. Joe, I guess along those same lines, if you are planning to move up to 0.5 million tons of this coal into the export net markets, considering the strength there, is there any concern among customers that they’ve been counting on coal like that for utility kind of a domestic utility coal that's just not available, are you fearing any concern among customers that what have been counted on for 2017 and that small part of the market, is that creating any concern?

No, we will continue to service as Dominion, we don't plan to reduce our volumes there. So this would be incremental production and that's why we’re somewhat limited to how much we can participate in the export market. So we will continue to meet their needs and we’ll try to increase our production at the mine to satisfy this opportunity if you will in the short term for metallurgical coal.

Sure. And I guess last question would be, you received the first distribution from the oil and gas. I think you said $1.4 million, just wondering that 80 million to 85 million investment you reiterated, just wondering if you can talk a little bit about how sensitive those distributions might be for, say 2017 to moves in oil and gas prices and can you give us any sense of just the overall magnitude of what kind of contribution you would get from this Cavalier investment next year?

Yes. Paul, the sensitivity in terms of timing of cash flow is really driven by the pace of drilling on the acreage that we’ve acquired. The concentration of our activity, principally in Oklahoma, the stack and the scoop and in West Texas in the Permian basin in particular, the Delaware and Midland parts of that basin, we’ve continued to see drilling activity occurring at a reasonable pace. And as we look at the operators who are associated with the acreage that we've picked up and look at their public filings, et cetera and disclosures on their anticipated pace of drilling, I don't know that it’s necessarily related as much to commodity pricing. But again, it's actually the pace of drilling. So we're in the middle as we mentioned earlier of our budgeting process for 2017 and that will obviously include expectations around Cavalier Minerals, a little bit premature again to give you a view for next year until we complete that process. When we update guidance for 2017 full-year in January, that will certainly be a part of it.

We would expect that it would continue at this quarter’s rate and start to ramp.

And our next question or comment comes from the line of Lucas Pipes with FBR and Company. Your line is now open.

Hey, good morning, everybody. So, Brian, my first question is on the balance sheet, if I recall correctly, three months ago or so in July when we had the second quarter call, I think you were saying that you were talking to banks trying to address that upcoming maturity, where do we stand on that today, I don't think it’s come up this morning yet, if you could give us a little bit of insight into your considerations on that front? I would very much appreciate it.

Sure. I mentioned it on our prepared comments that a few weeks ago, with the support from our lead banks, we launched the transaction to extend our existing revolving credit facility by two years. We're wrapping up final commitments from new and existing participants and we’re completing documentation. We’re currently anticipating that we will close that transaction sometime within the next 30 days or so.

Perfect, great. Very good to hear. And then, as that process is coming to an end, if your thoughts on the distribution changed at all, you had a very strong coverage ratio here in this most recent period, could you update us on where the thought process is on the distribution right now? Thank you.

Yeah. I think obviously our board considered that quarter-to-quarter, as we look at our plan, given the guidance we gave you on revenue and cost in ‘17 relative to ’16, that comes in at a coverage ratio of about 1.5 to 1.6 times in 2017, if we maintain the distribution at current level. So I think I’m confident that we can and maintain sustain the current distribution. And as the growing is going to be dependent on exactly how the pricing improves, if it meets our expectations and we can get back to 2015 pricing levels, like I mentioned before, you're going to continue to see improved volumes as well as pricing that will lead to lower cash flow and higher distribution coverage in ‘18, ‘19, ’20 that sets the stage for us to get back to starting getting back on the growth curve, but especially if our customers continue to move towards looking out longer term supply commitments or as you know, we look at distributions on a long-term basis, long-term sustainability. So, it’s assuming the market returns to that, that too will set the stage for the possibility of future growth.

And our next question or comment comes from the line of John Bridges with JPMorgan. Your line is now open.

Hi, good morning, Joe, Brian. Congratulations on the results. I may have misheard, but I think on your last call, you said you thought that costs might actually be ticking up a little bit by year-end or into ’17, [indiscernible] volumes?

I mean I think what I recall is that we indicated, at that time, we really weren't focused on our 2017 operating plans. So we weren't focused on whether or not, I think you would operate or not, so I would say back in the summer and first quarter when we were thinking of costs, we weren’t of thinking of taking Hamilton to 7.5 million tons and we weren't really at that time, knowing exactly what the future of some of the other operations would be. But as we've gone through this year, started our planning process, evaluating the markets and the trends, we’re changing our production mix a little bit, we’re increasing production a little bit more than what we were thinking at mid-year. And when you look at the production mix plus the additional production, it covers our fixed costs. It does have a tendency to drive down the costs and other factor that is in our cost number. When we ship to the export market, there is an exclusion of excise taxes and so we get the benefit of that that rolls through our cost number, not our revenue line item. And that is $1 a ton roughly cost benefit for each export ton we ship. So that has an impact when we give you our cost numbers for the rest of this year as well as next year. That's factored in on the cost side, not the revenue side.

Okay, great. And then, perhaps a little bit more on the international side, given where prices are, then it looks a whole lot of demand out there at the moment, I mean what's holding you back in terms of how much [Technical Difficulty] could you give us a bit of color on that?

It was a little hard to understand your question, but let me repeat it to make sure, are you saying that with the pricing and if it is sustains, we would have the ability to continue to sell coal into that market and increased volume, is that the question?

Yes. And I just wondered given the very sharp pickup in prices, it seems as if the volume demand is there in size?

Right. So I think we do have the potential to do that. We would prefer to see higher prices and we prefer to see longer term commitment before we start hiring more people. We don't run the company on a quarter-to-quarter basis, so we're trying to look at it long-term. And we're trying to put our people in the best position possible and when we see the ability to sustain that volume, we’ll bring it on, if we see it's just there for two months or a quarter and there is not commitment by our primary market being the domestic market. Then we’re going to be hesitant to [indiscernible] people. We've got the capital to do it, we’ve got the equipment to do it, we've got the infrastructure there. It won’t take anything to add another unit. It's really the people concerned and if we go out and hire another unit, we like to be able to give them some comfort that they don’t have an opportunity to have sustained employment instead of being treated like construction worker.

And I'm showing we have a follow-up question or comment coming from the line of Lucas Pipes with FBR and Company. Your line is now open.

Thank you very much for taking my follow-up question. Joe, I have a quick one on the broader industry. So with the rise in export prices, so we are hearing that some productions are starting back up and what we're also hearing is that in some areas, labor is actually surprising me tight and it’s difficult to find miners after the cutbacks that have taken place. I wondered, given your very broad profile in the industry across two basins and how would you describe the labor situation, when you need to find the miner, do you find qualified people or is it pretty difficult right now?

No, I’m not exactly sure what you're hearing, but I'm hearing some of the same things, but it’s more for those people who are ramping up for the metallurgical market, not the market. And that production is in Appalachia, is about to be in other basins. And what you saw with the Obama policy is the impact it had on Appalachia. We did see quite a few people that [indiscernible]. So we don't consider it to be a major issue for the Illinois basin, but I can understand what you are hearing and I believe it’s true, based on my conversations with other producers in Canada Appalachia with our operation. Maybe we are not looking to expand that, so we are not in a hiring mode if you will, starting to add capacity. So it is hard for me to say are we personally having difficulties, but to date, we haven't had any troubles with that one.

Ladies and gentlemen, this is all the time we have for the Q&A session. So with that said, I’d like to turn the conference back over to Senior VP and CFO, Mr. Brian Cantrell, for closing remarks.

Thank you, Andrew. ARLP’s financial strength and low-cost strategically located operations leave all of Alliance well positioned to benefit as coal pricing and demand continues to recover. Being willing to make the difficult decisions necessary to see us through this challenging market downturn until the market improves, we are confident of our ability to deliver on our goal of creating long-term value for ARLP and AHGP unit holders. We appreciate your time this morning as well as your continued support and interest in both ARLP and AHGP. Our next quarterly earnings release is scheduled for late January 2017 and we look forward to discussing our fourth quarter and full year 2016 results with you at that time as well as providing a detailed first look at our expectations for 2017. This concludes our call for today. Thanks to everyone for your participation.

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program. You may all disconnect. Everyone, have a wonderful day.